Loading...
1997-24241-Resolution No. 97-093 Recorded 7/10/1997WED 97-2 Y,` 4 LEGAL COUNSEL BEFORE THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON 97 JUIL 10 AM 8• 24 A Resolution Authorizing the Purchase ' fF PE{ 1JOLLU`iY of One 1995 D71I Caterpillar Crawler * J1`,Ty-'K Tractor Utilizing One 1987 D7H Crawler Tractor as Exchange. RESOLUTION NO. 97-093 WHEREAS, the Deschutes County Department of Solid Waste owns one 1987 D7H caterpillar crawler tractor, serial number 79L01715, equipment number 7-284, which has, by equipment hour meter, 11,380 hours of usage; and WHERF,AS, the department also has under a 3 -year lease one 1995 D7H caterpillar crawler tractor, serial number 5BF06047, equipment number 0-297A, which has approximately 1,000 equipment meter hours; and WHEREAS, with the closure of the demolition landfill, the department has need of only one D71I caterpillar crawler tractor; and WHEREAS, Pape Brothers, Inc., the leaseholder of the 1995 D7H, has agreed to allow a trade- in value of $75,000 for the 1987 D71I; and WHEREAS, the remaining value for purchase of the 1995 D7H is $177,279.48, leaving a net purchase price of $102,279.48; now, therefore, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON, that Section 1. The 1987 D7H caterpillar crawler tractor is considered excess property and is not required for any public purpose. Section 2. Retaining the 1987 D7H caterpillar crawler tractor for potential use may result in an expense of $55,000 for under carriage and power train repairs. Section 3. The trade-in value of $75,000 for the 1987 D7H caterpillar crawler tractor is a fair price according to the Fleet Equipment Manager. Section 4. The net purchase price of $102,279.48 for the 1995 D7H caterpillar crawler tractor is fair and reasonable. Section 5. Funds for this purchase have been budgeted and approved in the 1997-8 fiscal year budget, Fund 32-62-3625.[[�11 CHID L;C% 'OFILMED 1 LL 1UL 16 1997 M7 PAGE 1 - RESOLUTION NO. 97-093 (7-9-1997) 0162 15 6 Section 6. This resolution is subject to Pape Brothers, Inc., giving Deschutes County a full and complete release from the terms and conditions of the attached September 1, 1995, lease. This transaction is also subject to review and approval by Deschutes County Counsel. Dated this 91h day of July, 1997. BO RD OF COUNTY COMMISSIONERS FOR D CHUTESk�UNhY, OAEGON ANCY POVE SCAILANGEN, Chair ATTEST: ROB T L. NIPPER, Commissigt%r Recording Secretary I L. SWE RIN , Commissioner PAGE 2 - RESOLUTION NO. 97-093 (7-9-1997) PAPEBROS., INC. LEASE AGREEMENT 0162-1541 DATE: September 1, 1995 Deschutes County LESSOR Pape' Bros., Inc. LESSEE: Department o Solid Waste PO Box 698 6T,=�;—S�=7+i,-5;Teet Redmond, OR 97756 F.RenH, OR 97702 Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, the items of Equipment (the "Equipment") described in Exhibit A attached to this Equipment Lease Agreement (the "Lease"), upon the following terms and conditions: 1. Delivery and Acceptance: Lessee, or if Lessee so requests, Lessor, will cause the Equipment to be delivered to Lessee at the location specified in Exhibit A (the "Equipment Location"). Lessee will accept the Equipment as soon as it has been delivered and is operational. 2. Term: This Lease will become effective upon the execution hereof by Lessor. The term of this Lease will commence on the date the Equipment is accepted pursuant to Section 1 above and, unless earlier terminated as expressly provided for in this Lease, will continue until the expiration date set forth in Exhibit B attached hereto (hereinafter the "Lease Term"). 3. Rent: Lessee agrees to pay to Lessor or its assignee the Lease Payments (herein so called), including the interest portion on a yearly basis on presentation of invoice. Except as specifically provided in Section 4 hereof, the Lease Payments will be absolute and unconditional in all events and will not be subject to any set -offs, defense, counterclaim, or recoupment for any reason whatsoever. Price shall be firm throughout the term of this Lease. No price increases will be allowed. Lessee reasonably believes that funds can be obtained sufficient to make all Lease Payments during the Lease Term and hereby covenants that it will do all things lawfully within its power to obtain, maintain and properly request and pursue funds from which the Lease Payments may be made, including making provisions for such payments to the extent necessaryin each budget submitted for the purpose of obtaining funding, using its bona fide best efforts to have such portion of the budget approved and exhausting all available administrative reviews and appeals in the event such portion of the budget is not approved. It is Lessee's intent to make Lease Payments for the full Lease Term if funds are legally available therefor and in that regard Lessee represents that the use of the Equipment is essential to its proper, efficient, and economic operation. LEASE PAGE 1 OF 6 0162� 15;48 4. Nonanpropriation of Funds: In the event no funds or insufficient funds are appropriated and budgeted or are otherwise not available by any means whatsoever in any fiscal period for Lease Payments due under this Lease, then the Lessee will immediately notify the Lessor or its assignee of such occurrence and this Lease shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Lessee of any kind whatsoever, except as to the portions of Lease Payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. In the event of such termination, Lessee agrees to surrender possession of the Equipment to Lessor or its assignee on the date of such termination and pay the cost of transportation to return the Equipment to Lessor or its assignee. 5. Limitation of Warranties: Lessee understands that Lessor is not the manufacturer of the Equipment nor the agent of said manufacturer. "Manufacturers' products are leased subject to the applicable manufacturers' Warranty. Copies of the warranties applicable to this Lease are attached hereto as Exhibit C, and the Lessee by signing this Lease acknowledges receipt of the warranties". 6. Authority and Authorization: Lessee represents, covenants, and warrants, and as requested by Lessor, will deliver an opinion of counsel to the effect that: (i) Lessee is a fully constituted political subdivision or agency of the State of the Equipment Location; (ii) the execution, delivery, and performance by the Lessee of this Lease have been duly authorized by all necessary action on the part of the Lessee enforceable in accordance with its terms. Lessee agrees that (i) it will do or cause to be done all things necessary to preserve and keep the Lease in full force and effect and (ii) it has sufficient appropriations or other funds available to pay all amounts due hereunder for the current fiscal period. 7. Title: Title to the Equipment will vest in Lessor, in the event that the purchase option has been exercised, title will immediately vest in Lessee. 8. Security Interest: In order to secure all of its obligations hereunder, Lessee hereby (i) grants to Lessor a first and prior security interest in any and all right, title, and interest of Lessee in the Equipment and in all additions, attachments, accessions, and substitutions thereto, and on any proceeds therefrom and (ii) agrees that this Lease may be filed as a financing statement evidencing such security interest. 9. Personal Property: The Equipment is and will remain personal property and will not be deemed to be affixed to or a part of the real estate on which it may be situated. 10. Use; Repairs: Lessee will use the Equipment in a careful manner for the use contemplated by the manufacturer for the Equipment and shall comply with all laws, ordinances, insurance policies, and regulations relating to, and will pay all costs, claims, damages, fees, and charges arising out of its possession, use or maintenance. Lessee, at its expense, will keep the Equipment in good repair and furnish all parts, mechanisms, and devices required in normal maintenance. LEASE PAGE 2 OF 6 0162--1540 11. Alterations: Lessee will not make any alterations, additions, or improvements to the Equipment without Lessor's prior written consent unless such alterations, additions, or improvements may be readily removed without damage to the Equipment. 12. Location; Insnectiom The Equipment will not be removed from, or if the Equipment consist of rolling stock, its permanent base will not be changed from, the Equipment Location without Lessor's prior written consent which will not be unreasonably withheld. Lessor will be entitled to enter upon the Equipment Location or elsewhere during reasonable business hours to inspect the Equipment or observe its use and operation. 13. Liens and Taxes: Lessor shall keep the Equipment free and clear of all levies, liens, and encumbrances except those created under this Agreement. (a) It is hereby acknowledged and agreed by the Lessor and the Lessee that the Lease Payments payable hereunder have been negotiated and established to reflect the savings resulting from the exemption of the Equipment from property taxes under the laws of the State of Oregon. (b) The Lessee hereby agrees to file a claim for exemption with respect to the Equipment pursuant to ORS 307.112, as amended. In the event the Lessee fails to duly file such a claim for exemption, or in the event the Equipment fails to qualify for such exemption, or in the event such exemption is lost due to a change in use of the Equipment, the Lessee agrees to pay or to reimburse the Lessor (together with interest thereon at the then applicable Interest Rate), promptly upon demand, any and all property taxes owing with respect to the Equipment under the laws of the State of the Equipment Location resulting from the failure of the Equipment to be or remain exempt from such taxes. (c) The Lessee agrees to pay, or to reimburse the Lessor (together with interest thereon at the then applicable Interest Rate), promptly upon demand, any and all property taxes owing with respect to the Equipment under the laws of the Sate of the Equipment Location as a result of the loss of such tax-exempt status due to any early termination of this Contract. 15. Risk of Loss; Damage; Destruction: In the event of damage to any item of Equipment, Lessee will immediately place the same in good repair with the proceeds of any insurance recovery applied to the cost of such repair. If Lessor determines that any item of the Equipment is lost, stolen, destroyed or damaged beyond repair, Lessee at the option of Lessor will replace the same with like equipment in good repair. 16. Maintenance: Lessor shall be responsible for all repairs during the lease period, which shall include all power train components, hydraulic system, under carriage and etc. at no cost to the Lessee. Lessor must complete repairs within two working days of request. If this is not feasible, Lessor is to supply equipment of equal or greater size for the use of the Lessee while repair of the leased equipment is being completed. The replacement equipment is to be delivered and picked up at no charge to the Lessee. This maintenance shall exclude damage to the unit due to operator abuse. LEASE PAGE 3 OF 6 0162-R`750 17. Insurance: Lessee will, at his expense, maintain at all times during the Lease Term property insurance for the leased equipment and will include in such policy Lessor as Loss Payee. Proceeds of any such policy paid on any claim will be payable to Lessee and Lessor or its Assigns as their interest may appear. It is understood that Lessee is self-insured with regard to all other aspects of its risks, but in no way will change Lessee's responsibility with regard to any loss, damage, injury, theft, or other accident involving Equipment. In the Event of any loss, damage, theft, injury, or accident on the Equipment, Lessee will promptly provide Lessor with a notice thereof and make available to us all information and documentation relating thereto, and inform Lessor how Lessee plans to take care of any personal injury or property loss or damage from the incident. 18. Lessee's Failure to Pay Insurance: Should the Lessee fail to maintain insurance as herein provided, then the Lessor shall have the right, after demand upon the Lessee, and without releasing the Lessee from any obligation hereunder, to effect the same, and to pay and expend whatever amounts in its absolute discretion it may deem necessary therefor. All sums so paid or expended by the Lessor shall be added to and become a part of the Principal Installments due and payable by the Lessee and shall bear interest at the then applicable Interest Rate. 19. Indemnification: To the extent permitted by Article XI, Section VII of the Oregon Constitution and by the Oregon Tort Claims Act, Lessee shall indemnity the Lessor, against any liability for damages to life or property arising from Lessees' actions under this lease provided, however, Lessee shall not be required to indemnify the Lessor for any such liability arising out of the wrongful acts of employees or agents of the Lessor. 20. Hold Harmless: Lessor shall be responsible for any and all injury to any and all persons or property caused directly or indirectly by reason of any and all activities by Lessor in the performance of this Agreement; and further agrees to indemnify, save harmless and defend the Lessee, its officers, agents, and employees from and against all claims, suits, actions, damages, costs, losses and expenses in any manner resulting from, arising out of, or connected with any such injury. 21. Assignment% Without Lessor's prior written consent, Lessee will not either (i) assign, transfer, pledge, hypothecate, grant any security interest in or otherwise dispose of this Lease or the Equipment or any interest in this Lease or the Equipment, or (ii) sublet or lend the Equipment or permit it to be used by anyone other than Lessee or Lessee's employees. Lessor may assign its rights, title and interest in and to this Lease, the Equipment, and any other documents executed with respect to this Lease and/or grant or assign a security interest in this Lease and the Equipment, in whole or in part. Any such assignees shall have all of the rights and obligations of Lessor under this Lease. Subject to the foregoing, this Lease inures to the benefit of and is binding upon the heirs, executors, administrators, successors, and assigns of the parties hereto. Upon assignment of Lessor's interest herein, Lessor will cause written notice of such assignment to be sent to Lessee which will be sufficient if it discloses the name of the assignee and address to which further payments hereunder should be made. No further action will be required by Lessor or by Lessee to evidence the assignment, but Lessee will acknowledge such assignments in writing if so requested. Notwithstanding this Paragraph 20, if this Lease is assigned or therwise transferred to a third party, Lessor shall still be primarily responsible for carrying out the terms and conditions of this Lease. LEASE PAGE 4 OF 6 0162-1551 22. Events of Default The term "Event of Default", as used herein, means the occurrence of any one or more of the following events: (a) Except in the case of nonappropriation as provided in Section 4 herein, Lessee fails to make any Lease Payments (or any other payment) as it becomes due in accordance with the terms of this Lease, and any such failure continues for ten (10) days after the due date thereof; (b) Lessee fails to perform or observe any other covenant, condition, or agreement to be performed or observed by it hereunder and such failure is not cured within twenty (20) days after written notice thereof by Lessor; X 23. Remedies: Upon the occurrence of an Event of Default, and as long as such Event of Default is continuing, Lessor may, at its option, exercise any one or more of the following remedies: (a) By written notice to Lessee, declare an amount equal to all amounts then due under this Lease to be immediately due and payable, whereupon the same shall become immediately due and payable; (b) By written notice to the Lessee, request Lessee to (and Lessee agrees that it will), at Lessee's expense, promptly return the Equipment to Lessor in the manner set forth in Section 4 hereof, or Lessor, at its option, may enter upon the premises where the Equipment is located and take immediate possession of and remove the same; (c) Sell or lease the Equipment or sublease it for the account of Lessee, holding Lessee liable for all Lease Payments and other payments due to the effective date of such selling, leasing, or subleasing and for the difference between the purchase price, rental, and other amounts paid by the purchaser, lessee or subleases pursuant to such sale, lease, or sublease and the amounts payable by Lessee hereunder; and (d) Exercise any other right, remedy, or privilege which may be available to it under applicable laws of the State of the Equipment Location or any other applicable law or proceed by appropriate court action to enforce the terms of this Lease or to recover all damages, - costs and expenses, excluding attorney's fees, incurred as the result of the breach of this Lease or to rescind this Lease as to any or all of the Equipment. In the event an action, suit or proceeding, including appeal therefrom, is brought for failure to observe any of the terms of this Agreement, each party shall be responsible for their own attorney's fees, expenses, costs and disbursements for said action, suit, preceding or appeal. 24. Notices: All notices to be given under this Lease shall be made in writing and mailed by certified mail, return receipt requested, to the other party at is address set forth herein or at such address as the party may provide in writing from time to time. Any such notice shall be deemed to have been received five days subsequent to the mailing. LEASE PAGE 5 OF 6 25. Section Headings: All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Lease. 26. Governing Law: This Lease shall be governed by the provisions hereof and by the law of the State of the Equipment Location. 27. Delivery of Related Documents: Lessee will execute or provide, as requested by Lessor, such other documents and information as are reasonably necessary with respect to the transaction contemplated by this Lease. 28. EntireAgreement; Waiver: This Lease, other attachments hereto, and other documents or instruments executed by Lessee and Lessor in connection herewith, including limitation to Bid, information for Bidder, Contract, Special Provision and Technical Specification of Exhibit B to the contract, constitute the entire agreement between the parties with respect to the lease of the Equipment, and this Lease shall not be modified, amended, altered, or changed except with the written consent of Lessee and Lessor. Any provision of this Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of this Lease. The waiver by Lessor of any breach by Lessee of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach thereof. LEASE PAGE 6 OF 6 LESSEE: ,l�EsciSkiT� �Gav�y By: /V 462'ae Title:.SoGa.0 ldAs» ,!7/R�7�rL 0102-'1553 EXHIBIT A EQUIPMENT DESCRIPTION QUANTITY DESCRIPTION SERIAL NUMBER One (1) Caterpillar D7H D.S.II 5BF06047 Crawler Tractor EQUIPMENT LOCATION VARIOUS LOCATIONS IN DESCHUTES COUNTY STATE FINANCING STATEMENT STANDARD FORM UCC -1 01C2 LVJZ) 3 PLEASE TYPE LEGIBLY (ILLEGIBLE TYPE WILL BE REJECTED). READ INSTRUCTIONS ON BACK BEFORE FLUNG OUT FORM. A. Ut-b I UN(S) NAME .soctat See. numoer or I IN (Required for EFS Fling) t DESCHUTES COUNTY 2 3. (Last Name) (First Name) (Middle) : I' DEBTOR MAIUNG ADDRESS: 61150 SE 27TH STREET BEND, OR 97702 Reserved for My officer use B. SECURED PARTY(IES) C. ASSIGNEE NAME AND ADDRESS (if any) NAME AND ADDRESS (from which security Information Is obtainable) Industrial Finance Co. PAPE' BROS., INC. P.O. Box 10052 PO BOX 698 Eugene, OR 97440 REDMOND, OR 97756 CUSTOMER Telephone Number. I NUMBER Telephone Number. D. This financing statement covers the following types (or items) of collateral (ORS 79.4020). One (1) Caterpillar D71-1 D.S.II Crawler Tractor, S/N 58FO6047 THE PROPERTY IS THE SUBJECT MATTER OF A LEASE BETWEEN LESSOR, PAPE' BROS, INC. AND LESSEE, DESCHUTES COUNTY DEPT OF SOLID WASTE. THE LESSOR AND LESSEE INTEND THAT THE TRANSACTION BE TREATED AS A LEASE IN ACCORDANCE WITH THE TERMS OF THEIR LEASE AGREEMENT. X EI PRODUCTS of collateral are also covered E. DEBTOR'S SIGNATURE NOT REQUIRED. This statement is filed without the debtors signature to perfect a security Interest In collateral Cd applicable check box): (1) 0 Collateral already subject to a security interest in another Jurisdiction; (2) ❑ Which Is proceeds of the described original collateral which was perfected; (3)0 Collateral as to which the filing has lapsed; or (4)❑ Collateral acquired after a change of name, Identity or corporate structure of debtor. By. Secured Party(ies) signature Secured Party(ies) signature F. DEBTOR SIGNATURE(s) By By. /e�sc u s our y By: CL� .�!lLd�L • By. Debtor($) Sipnature FARM PRODUCTS EFFECTIVE FINANCING STATEMENT FORM EFS -1 FARM PRODUCT CODE AMOUNT(Wapplimbte) EFS Statement requires signature of debtor(s) and secured party(ies). Visa/MasterCard p By. By. (see Instruction 6-D on reverse of Signature of Secured Party Original copy) By k Signature of Debtor(s) RETURN TO: (name and address) Industrial Finance Co. P.O. Box 10052 Eugene, OR 97440 Submit completed form to: Corporation Division Public Service Building 255 Capitol St., NE, Suite 151 Salem, OR 97310-1327 (503) 986-2200 FAX (503) 373-1166 FORM No llOr-1 IFFS-1 NC IIIIIIII 08/28/95 15:28 $503 341 3355 PAPE GROUP 0162-1555 THREEANN LESSEE: DESCHUTES COUNTY E X H 1 8 1 T B Z002 ADJUSTMENT FOR ROUNDING INCLUDED IN LAST PAYMENT FINANCIAL TERMS AND PAYMENT SCHEDULE ------------------------------------ ------------------------------------ INTEREST BEGINS 28 -Aug -95 THE EQUIPMENT DESCRIBED IN EXHIBIT 'A' INCLUDES A SELLING PRICE SHORN SALES PRICE 273,510.00 TO THE RIGHT, ALONG WITH LEASE PAYMENT, INTEREST RATE, DATE INTEREST NO ADV PMTS 1 BEGINS AND A CONCLUDING PAYMENT. PAYMENT AMOUNT 56,000.00 THE LEVEL PAYMENT CONSISTS OF PRINCIPAL AND INTEREST COMPUTED AT THE STATED ADV PMT AMOUNT 56,000.00 RATE PER ANUM AND SHOWN IN THE AMORTIZATION SCHEDULE WITHIN THIS EXHIBIT. BALANCE TO FINANCE 211,510.00 AT THE TERMINATION OF THE LEASE AND AFTER ALL OF THE ANNUAL PAYMENTS INTEREST RATE 1.25% HAVE BEEN MADE, THE LESSEE MAY PURCHASE THE EQUIPMENT BY PAYING NO PAYMENTS 3 THE LESSOR THE CONCLUDING PAYMENT AS SHOWN. CONCLUDING PMT AMT 14 83 PMT DUE CONCLUDING PMT DATE 27 -Aug -98 MO E DATE BEGIN SAL TOTAL PMT INT DUE PRIM PAID ENDING BALANCE --------------------I------------------------------ 0 28 -Aug -95 217,510.00 217,510.00 MACHINE- CATERPILLAR 1 27 -Aug -96 217,510.00 56,000.00 15,789.48 40,230,53 177,279.48 MODEL- D7H 2 21 -Aug -97 177,279.48 56,000.00 12,852.76 43,147.24 134,132.24 SERIAL NO- 58F00047 3 27-A09-98 134,132.24 143,856.83 9,724.59 134,132.24 (0.01) CONCLUDING PMT 143,856.83 --------- --------- --------- --------- 255,856.83 38,346.82 217,510.01 (0.01) TOTAL PMT INT PAID PRIN PAID END SAL ADJUSTMENT FOR ROUNDING INCLUDED IN LAST PAYMENT