HomeMy WebLinkAboutC88-043 Case Power & EquipmentPnr.«sr in U.S.A. AGREEMENT
°' -1 C88 -43 -50
r'+ AGREEMENT by and between CASE POWER & EQUIPMENT
located at 18000 E 2 2ND ATE , City of AURORA
State of COLORADO 8 0 011 , its successors, assigns, and/or nominees (hereinafter called "SELLER ") and
the undersigned (hereinafter called the "MUNICIPALITY ").
1. DESCRIPTION OF EQUIPMENT.
SELLER has purchased the equipment described below (hereinafter referred to as "Equipment') from the manufacturer and simultaneously
MUNICIPALITY hereby purchases the Equipment from SELLER subject to the terms and conditions set forth below:
CALF 11 n2n nRUM npTVr. Rr1LLER — SERIAL #848286
2. TERM OF AGREEMENT. 48 April 1st 8 8
The term of this Agreement shall be months, beginning on ,19 , and ending on
March 1st ,192
3. PAYMENT.
a. MUNICIPALITY agrees to pay to Seller a total of payments of $ 44,942.34 consisting of a principal amount of
$ 39,210.00 , plus Interest applied to the principal at the rate of 7 • 0 % per annum which results in a finance
charge of $ 5,732.34 according to the following schedule:
1. An advance payment in the sum of $ 9,800.00 to be applied to the first rental period.
2. The balanc of the total of payments to be payable in 47 payments of $ 956.22 each due at the beginning
of each i S t month portion beginning the 15 thday of May , 19___8 8
b. MUNICIPALITY hereby agrees to pay interest on each payment past due more than ten (10) days at the highest contract rate allowed by law.
4. MUNICIPALITY'S OPTION TO PURCHASE
SELLER hereby grants to MUNICIPALITY the option to py6hase the Equipment, provided that MUNICIPALITY gives notice to SELLER, in writing,
of his intention to exercise the option at least days prior to the expiration of this Agreement, and provided further that
MUNICIPALITY'S right to so purchase the Equipment is conditioned on MUNICIPALITY'S complete performance of all the terms and provisions
of this Agreement on its part to be performed, including fui 6gtnpliance with the payment as specified herein.
a. Should MUNICIPALITY exercise the option to purchase, —% lJ fill % paid hereunder shall be applied to the purchase price of the Equipment.
On receipt of the balance of the purchase price by SELLER, together with a sum equal to any new or applicable unpaid sales and use taxes,
SELLER will transfer title of the Equipment to MUNICIPALITY, and will deliver, on written request, written evidence of the transfer of such title.
b. The Purchase Price of the Equipment applicable to this option to purchase is the sum of $ 44,942.34
5. LOCATION OF EQUIPMENT. Covnf�
.r"
The. Equipment shall be located at Eagle, Olorado during the entire term of this Agreement.
�' 3, `''�MU�ItCIPALITY shall not, without the prior written consent of SELLER, permit the Equipment to be removed from this location.
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y %s "Ve request of SELLER, MUNICIPALITY will join SELLER in executing one or more Financing Statements, pursuant to the Uniform
f < x Cp rcial Code or other registration law applicable to the location of the Equipment and/or the MUNICIPALITY, in form satisfactory to
A+i " ,aSELL ;MUNICIPALITY will pay the cost of filing the Financing Statement(s) in all public offices wherever filing is deemed by SELLER to be
necegsary or desirable.
Fi. `W�1FjRANTY.
CLER makes no representations or warranties with respect to the Equipment set forth herein. Any warranties provided by SELLER on the
Equipment set forth herein shall be given to MUNICIPALITY under separate agreement provided by the manufacturer of the Equipment, the
receipt whereof is hereby acknowledged by MUNICIPALITY.
7. MUNICIPALITY RESPONSIBILITIES.
a. MUNICIPALITY assumes and will pay all costs and expenses of any character, arising from the use, possession, or maintenance of said
Equipment.
b. MUNICIPALITY shall keep the Equipment free of all liens, taxes, encumbrances and seizure or levy; shall not use same illegally, shall not
damage, abuse, misuse, abandon or lose said Equipment; shall not part with possession thereof, whether voluntarily or involuntarily or
transfer any interest therein.
c. MUNICIPALITY at its own cost and expense shall maintain property damage insurance against "all-risk of physical damage" In such amounts
as SELLER may reasonably require. Such insurance shall be in a form and with companies as SELLER shall approve, which approval shall not
be unreasonably withheld, shall name SELLER as an additional insured and shall provide that such insurance may not be cancelled or altered
as to SELLER without at least ten (10) days prior written notice to SELLER. MUNICIPALITY shall deliver to SELLER on or before the date on
which the Equipment is delivered evidence satisfactory to SELLER of such insurance.
8. SELLER'S RIGHT OF INSPECTION.
Seller shall have the right at any time to enter the premises occupied by the Equipment and shall be given free access thereto and afforded
necessary facilities for the purpose of inspection.
9. NONAPPROPRIATION.
If funds are not allotted by the MUNICIPALITY for the next fiscal period sufficient to continue making the payments set forth in Section "3"
hereof, MUNICIPALITY may terminate this Agreement upon the expiration of the then current fiscal year. MUNICIPALITY agrees to provide
SELLER immediate notice of its intention to terminate.
10. EXPIRATION OF AGREEMENT.
a. At the expiration of the term of this Agreement as set forth in Section "T', and if MUNICIPALITY has elected not to exercise an option to
purchase described in Section "4 ", MUNICIPALITY shall be responsible for the delivery of the Equipment to a place designated by SELLER.
b. At its option, SELLER may enter the premises of MUNICIPALITY for the purpose of effecting the removal of the Equipment to the location
designated by Seller. If SELLER exercises this option, MUNICIPALITY shall be responsible for the costs associated with the removal of the
Equipment to the location designated by SELLER.
11. EVENTS CONSTITUTING MUNICIPALITY DEFAULT.
SELLER may terminate this Agreement immediately upon the occurrence of any of the following events:
a. MUNICIPALITY fails to pay when due any of the payments, or to perform, or rectify breach of, any obligation assumed by MUNICIPALITY in
this Agreement.
b. MUNICIPALITY makes an assignment for benefit of creditors, or is subject to any receivership, insolvency or bankruptcy proceedings.
c. Any other event which causes SELLER, in good faith, to deem itself insecure.
12. FUGHTS AND REMEDIES OF SELLERCON DEFAULT.
Upon the occurrence of any of the events of default described in Section "11 ", and at anytime thereafter, SELLER may, in its discretion, exercise
any one, or all, of the following rights or remedies:
a. To accelerate all the payments described herein and declare them immediately due and payable.
b. MUNICIPALITY shall be liable to SELLER for an amount equal to the sum of the payments accelerated pursuant to Subsection "a"
immediately above; said sum to be immediately due and payable as !:quidated damages and not as a penalty.
c. To require MUNICIPALITY to assemble Equipment at MUNICIPALITY'S expense, and make it available to SELLER at a place to be designated
by SELLER. SELLER may enter the premises of MUNICIPALITY for the purpose of peacefully exercising the rights of SELLER set forth in this
subsection.
13. WAIVER.
Failure of SELLER to exercise any right or remedy, including but not limited to, the acceptance of partial or delinquent payments, shall not be a
waiver of any obligation of MUNICIPALITY or right of SELLER or constitute a waiver of any other similar default subsequently occurring.
14. ASSIGNMENT.
a. BY SELLER: SELLER may assign this Agreement and in the event of such assignment, MUNICIPALITY shall perform all promises herein
contained to such Assignee as the owner hereof. After MUNICIPALITY receives notice of assignment hereof, MUNICIPALITY shall make all
payments hereunder direct to the holder hereof and SELLER shall not be the agent of the holder for transmission of payments or otherwise.
b. BY MUNICIPALITY: MUNICIPALITY may not assign, transfer or delegate its rights or obligations under this Agreement without the consent of
SELLER in writing.
15. ENTIRE AGREEMENT.
This Agreement is and shall be deemed the complete and final expression of the agreement between the Parties as to matters herein contained
and relative thereto, and supersedes all previous agreements between the Parties pertaining to such matters. It is clearly understood that no
promise or representation not contained herein was an inducement to either Party or was relied upon by either Party in entering into this
Agreement.
16. MODIFICATION.
No letter, or other form communication, passing between the Parties hereto, covering any matter during the effective period of this Agreement,
shall be deemed a part of this Agreement, nor shall it have the effect of amending or modifying this Agreement, unless said communication
distinctly states that said communication is to constitute a part of this Agreement and is to be attached as a rider to this Agreement and is signed
by the Parties hereto.
17. CAPTIONS.
Captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of
this Agreement or any provision thereof.
18. NOTICE.
This deposit of written notice in the mails in an envelope certified or registered with postage prepaid and addressed to the MUNICIPALITY, at the
address shown below, or to SELLER at the address shown below, shall constitute notice pursuant to this Agreement.
19. AUTHORITY TO CONTRACT.
The execution and delivery of this Agreement will not violate or constitute a breach of any agreement or restriction to which MUNICIPALITY is a
party or is subject.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the 1St day of April
SELLER:
CASE POWER & EQUIPMENT
By
Its✓i�
Date
SELLER'S address' or notices under this Agreement:
Street 18000 E 22ND AVE
City AURORA
State COLORADO 80011
Zip Code
Date
MUNICIPALITY'S address for notices under this Agreement:
Street BOX 250
City
EAGLE
State Colorado 81631
Zip Code
ASSIGNMENT (With Full Recourse)
The within Agreement, together with the indebtedness and all rights therein described, is hereby assigned with full recourse, transferred, conveyed
and set over unto J I CASE CREDIT CORPORATION for its successors or assigns, for its or their own use forever, with full power and authority with
regard thereto subject nevertheless to the conditions therein contained and to the rights therein granted according to law and subject to the
provisions of the current Retail Financing Agreement between Assignor and Assignee, and each assignor represents and warrants the said
instrument as genuine and in all respects what it purports to be and has no knowledge of any fact impairing the validity thereof, and that there are no
set -offs or counterclaims against the same. Payment of the within Agreement according to its terms is hereby guaranteed by the undersigned.
Seller.
By:
Title:
(Assignor)
EXHIBIT "A"
OPINION OF LESSEE'S COUNSEL
Governmental Unit /Lessee EAGLE COUNTY GOVERNMENT
Date of Agreement:
Dealer /Lessor
Gentlemen:
APRIL 1ST, 1988
CASE POWER & EQUIPMENT
As counsel for EAGLE COUNTY (the governmental unit
identified as LESSEE in the captioned agreement), I have examined
duly executed originals of the Agreement dated the is t day of
APRIL , 19 88 , by and between LESSEE and tie captioned
dealer as LESSOR, and tie proceedings taken by LESSEE to authorize
and execute the Agreement.
Based upon the examination and upon such other examinations as I
have deemed necessary or appropriate, I am of the opinion that:
1. LESSEE is a body corporate and politic, legally existing under
the laws of the State of COLORADO
2. The Agreement has been duly authorized, executed, and
delivered by LESSEE.
3. The Agreement is a legal, valid, and binding obligation of
LESSEE, enforceable in accordance with its terms. In the event
that LESSOR obtains a judgment against LESSEE in money damages,
as a result of an _event of default .under the Agreement, LESSEE
will be obligated to pay such judgment.
Very truly yours,
Counsel or LESSEE
Form 3481
Printed in U.S.A.
