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HomeMy WebLinkAboutResolution - 5588 - Equipment Lease Agreement - GASC Inc - LP&L Holly Avenue Plant - 08_14_1997RESOLUTION NO. 5588 Item #32 August 14, 1997 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock an Equipment Lease Agreement, attached herewith, by and between the City of Lubbock and Greenwich Air Services Connecticut -Inc., and any associated documents, to lease a gas turbine generator for temporary use at LP&L Holly Avenue Plant, which Agreement shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this 1997. ATTEST: Kay I Darnell, City Secretary APPROVED AS TO CONTENT 14th yj dsworth, Production Supervisor APPROVED AS TO FORM: 1-1 . Wald G. Vandiver First Assistant City Attorney DGV:gs/ccdocs1Greenw1.res August 6, 1997 day of August RESOLUTION N0.5588 Item #32 August 14, 1997 GRE,ENWICH AM SERVICES CONIN'ECITCUT-INC. Gas Gm=tor Lcasing Proposal for Lubbock Powcr end Light Proposal No. 0797371 Date: August 6, 1997 TABLE OF CONTENTS Section 1 Scope of Agreement 1 Section 2 Term of Agreement 1 Section 3 Lease Payments 1 Section 4 Equipment Shipments 2 Section 5 Title 2 Section 6 Inspection 2 Section 7 Use, Maintenance and Operation 2 Section 9 Representations and Warranties of Lessor 3 Section 9 Insurance 4 Section 10 Lessee's Authorized Representative 4 Section l 1 No Storage or Handling Charges 5 Section 12 Indemnification 5 Section 13 Taxes 5 Section 14 Termination 5 Section 15 Applicable Law 5 Section 16 Entire Agreement 6 Section 17 Amendments 6 Section 18 Notices 6 Section 19 Benefit of Parties, Successors and Assigns 6 Section 20 Miscellaneous 6 SCHEDULE A Lease Charges for Equipment E SCHEDULE B Description of Equipment for Lease 9 EQUIPMENT LEASE AGREEMENT This EQUIPMENT LEASE AGREEMENT (hereinafter referred to as the Agreement), dated as of 8-14-97, by and between GRfiENMCH AIR SERVICES-CONNECTiCUT. INC., a corporation organized and existing under the laws of the State of Delaware, having an office and place of business at 51 Bradley Park Rd, East Granby, Conaecdaut, U.S.A., (hereinafter referred to as Lessor), and Lubbock Power & Light having an office and place of business at Route 10, Box 31C, Lubbock, TX 79404 (hereinafter referred to as Lessee). WITNESSETH; SECTION 1. This Agreement sets forth terms and conditions for all equipment (hereinafter referred to as Equipment) described in Schedule B attached hereto which shall be leased by Lessee from Lessor. All Equipment leased during the term of this Agreement shall be governed by the provisions of this Agreement from the time of shipment of the Equipment from Lessoes premises. SECTION 2. Iern OfAgre== (a) The term of this Agreement shall be from August 14, 1997 for sixty (60) days, unless this Agreement is terminated by notice as provided by SECTION 14, Termination. (b) The term of this Agreement for each item of Equipment sh 11 commence on the delivery of the Equipment to a common carrier for shipment to Lessee, which date is evidenced by the execution of a Bill of Lading or appropriate shipping document and shall expire upon delivery of the Equipment at Lessor's premises or upon delivery to a destination specified by Lessor or within 15 days of return of lessee's equipment, and performance of all Lessee's obligations hereunder, including but not limited to, the amount of time necessary to correct any deficiencies evidenced by Lessor's return inspection, unless otherwise terminated by either parry as provided in this Agreement SECTION 3. Lease Payment Lessee agrees to pay the "daily rate" and Lessee agrees to pay the hourly utilization charge set forth in the attached Schedule A. each within 30 days ofthe date of invoices from Lessor, which shall be submitted on a monthly basis (together, the Ment"). IlS SECTION 4. Delive ry and (a) The Equipment is F.O.B. East Granby, Comiecticut, U.S.A., and shall be returned to Lessor's facility in East Granby, Connecticut, U.S- A-(b) Equipment shipped to and from Lessee's premises will be at the expense of the Lessee. (c) Storage of Equipment at Lessee's facilities shall be in an enclosed building. SECTION 5. uft Lessor shall have full legal title to the Equipment and Lessee shall have no title thereto but only the right to use the same during the term hereof, upon the terms and conditions contained herein. Lessee will not loan, sell, assign, or mortgage the Equipm=t and will not directly or indirectly create, incur, assume or suffer to exist any mortgages, pledges, security interests, encumbrances, liens or charges of any kind (Liens) on or with respect to any item of Equipment, Lessor's title thereto or any interest therein (and Lessee will promptly, at its own expense, take such action as may be necessary duly to discharge any such Lien). SECTION 6. hLVsgdm Lessor shall have the right, but not the duty, to inspect the Equipment. Upon the request of Lessor, Lessee shall make the Equipment, and Lessee's records pertaining to the Equipment, available to Lessor for inspection. Lessee will have the right, but not the duty to inspect the Equipment at Lessor's facility in East Granby, CT prior to the commencement of the Lease. SECTION 7. Usc_ Maintenance and Operation (a) Lessee will not, without the prior written consent of Lessor, affix or install any accessory, equipment or device on any item of Equipment leased hereunder, or make any alterations, or any additions or improvements to any item of Equipment. (b) While the Equipment is being leased, Lessee shall comply with the following requirements: (1) Lessee agrees that each item of Equipment will be used in compliance with (i) aII statutes, laws, ordinances and regulations of any governmental agency applicable to the use of such item of Equipment, and (ii) all applicable limitations established by the manufacturer of the Equipment from time to time, will at all times be used only as approved by Lessor, and will be and remain in the possession and control of Lessee. -2- (2) Lessee, at its owa cost and expense, will install, operate and maintain the - Equipment in accordance with manufacturer's published openting instructions so as to beep the Equipment in as good condition as when delivered to Lessee hereunder, ordinary wear and tear excepted, and shall pay to the Lessor the current fair madcet value to repair or replace any parts required as the result of an accident, ingestion of material foreign to the Equipment, or Lessee's willful, or negligent acts or misuse. (3) Lessee will report to lessor by the tenth day of each month the total running hours accumulated on the Equipment in the prior math, and the total number of dates of installation and storage during such month, at the applicable operations specified in the then current Schedule A, summarized and supported by daily logs or recorded data and verified by an authorized signature, all information to be in form and substance satisfactory to Lessor. (4) Lessee will return the Equipment to Lessor in the same condition as delivered, reasonable wear and tear resulting from proper use alone excepted. The term "reasonable wear and tear" shall mean a utilization condition free of damage, whereby the Engine, its components or parts does not exceed its intended approved utilization, has no adverse effect upon the eng=, its components or parts reliability or involve any premature additional scheduled maintenance actions not common to such engine. lu the event upon the return of the engine, Lessor's inspection reflects damage or deterioration in the Engine condition in excess of reasonable wear and tear caused by normal use of the Engine by Lessee, Lessor shall cause repairs to be made to the Engine in order to return it to the condition received from Lessor, all at Lessee's expense. (S) Lessee will operate and maintain the Equft==t on liquid or gas fuel in accordance with the manufacturer's specifications as sampled downstream of the fuel forwarding system. (a) Lessor shall famish serviceable equipment, and at its expense, shall repair or replace, as may be required and as determined solely by Lessor, the Equipment or any part thereof that fails to perform in accordance with its specifications or wears out or fans under normal use and operation. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE GIVEN AND ACCEPTED IN LIEU OF, AND LESSOR HEREBY DISCLAIMS, (1) ANY AND ALL OTIER REPRESENTATIONS OR WARRANTIES OR LESSOR, WHEIBER WRITTEN OR ORAL, EXPRESSED OR Il&PLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN OR -3- CONDITION OF ANY ITEM OF EQUIPMENT, YTS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE QUALITY OF THE MATERIAL. OR WORKMANSHIW OF ANY IIEM OF EQUIIMENT, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF ANY ITEM OF EQUIPMENT OR CONFORMITY OF ANY ITEM OF EQUIPMENT TO TIM PROVISIONS AND SPECIFICATIONS OF ANY DOCUMENTS RELATING THERETO: AND (11) ANY OTHER OBLIGATION, LYABH=, RIGHT, CLAIM OR REMEDY IN CONTRACT OR TORT, WHETHER OR NOT ARISING FROM LESSOR'S NEGLIGENCE, ACTUAL OR RAPUTED. NOR SHALL LESSOR BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL SPECIAL OR ANY OTHER INDIRECT DAMAGES (INCLUDING STRICT LIABILITY IN TORT). The remedies of Lessee shall be limited to those provided herein, to the exclusion of any and all other remedies. No agreement varying or extending the foregoing warranties will be binding upon Lessor unless in writing, signed by a duly authorized officer or Lessor. (b) Lessee agrees that Lessor will not be liable to Lessee for, nor will Lessee claim any damages for, any loss caused directly or indirectly by an item of Equipment for any purpose or any deficiency or defect therein or the use or maintenance thereof or any repairs, servicing or adjustments thereto or any delay in providing or failing to provide any loss of business, profits or revenue; or for damages to any property of Lessee; or any other consequential or incidental damages, all of which shall be the risk and responsibility of Lessee. SECTION 9. ILm== (a) Lessee, at its own expense, will maintain public liability insuranze for an amount of $1,500,000 U.S. Dollars per occurrence. (b) Lessee, at its sole expense, shall insure the Equipment again t the perils of fine, lightning and extended coverage perils. (c) Lessee shall maintain insurance for the Rill replacement value of the Equipment at $1,500,000 U.S. Dollars. Transportation insurance shall be paid by Lessor. (d) Prior to the comtnencemrnt of this lease, Lessee will furnish a statement of its insurance acceptable to the Lessor with respect to Equipment provided under this Agreement. The insurance certificate shall recognize Lessor as an additional named insured and provide the Lessor as the loss payee for settlement of all losses with respect to the Equipment. -4- SECTION 10. Lessee's A Ithgbzcd enresL entABye For purposes of this Agreement, the term "Lessee's Authorized Representative" shall mean the Procurement Agent or such other representative as Lessee from time to time may designate. SECTION 11. There will be no additional charges for storage or handling of the Equipment at the Lessee's platform or warehouse to either Lessee or Lessor. SECTION 12. Indemnification Lessee agrees to indemnify and hold Lessor harmless from and against any and all claims, loss, liability, and expense which may be incurred in connection with the operation of the Equipment (with the exception of normal wear and tear or mechanical failure as noted in Section S.A., above) while in the possession of Lessee. This will include any loss of or damage to the Equipment caused by associated equipment operated by Lessee and any other losses arising from fire, lightning, floods, explosion, wind, vandalism, etc. SECTION 13. Taxes Lessee agrees to pay all taxes, assessments, and charges together with any penalties, additions to tax. fines, duties or interest or similar charges, imposed or levied against Lessor, with respect to or arising our of the execution of this Agreement and the import, use and operation of the Equipment, other than income taxes of the Lessor. SECTION 14. Lessor may terminate this Agreement at any time for nonpayment of Rent by Lessee when, due. Either party may terminate this Agreement at any time because of the other party's breach of any representation, warrants, or covenant of this Agreement and such party's failure to cure said breach within Thirty (30) days after receipt of notice (provided, however, that their shall be no cure period for the failure to pay rent on a timely basis), or may terminate this Agreement without cause by giving 10 days prior written notice to the other party. -S- SECTION 15. Applicable T,aw It is the intent of the parties that d2is Lease shall be interpreted in accordance with the laws of the State of New York without regard to the conflicts of law provisions thereof, and enforced by and through the courts of the State of New York or the United States District Court in and for the State of New York. Lessec agrees to be subject to, and voluntarily submits to the exclusive jurisdiction of, the state courts of the State of New York and the federal courts located in. the Stare ofNew York and agrees that venue will He in New York. Lessee agrees to be subject to the New York Long Arm Statute for service of process. SECTION 16. Entire Agreement This Agreement embodies the entire agreement and understanding between Lessor and Lessee relating to the subject matter hereof and supersedes all prior agreements and understandings, either oral or written, with respect to the subject matter hereof. In the even that Lessee issues a purchase order with respect to the Equipment, it is agreed that the terms and conditions herein contained shall govern and supersede the terms and conditions of Lessee's purchase order. SECTION 17, Amendments The terms of this Agreement shall not be waived, altered, modified, amended, supplemented or terminated in any manner whatsoever except by written instrument signed by a duly authorized representative of each party. SECTION t8. Notices All notices and communications provided for harem shall be in writing and shall become effective when received, and shall be addressed as follows: Q) if to Lessor, at 51 Bradley Park Road, East Granby, Connecticut 06026, U.S.A.; (ii) if to Lessee at Route 10, Box 31C, Lubbock, TX 79404. All notices and communications hereunder may be given in person, by facsimile or first class mail, postage prepaid. SECTION 19. Benefit of Parties. Successam and Assigns This instrument shall be binding upon, and shall inure solely to the benefit of, the parties hereto and their respective successors and assigns. SECTION 20. N iscellanWM (a) Section headings herein are for the convenience of the parties only and shall be given no substantitive or interpretative effect whatsoever. -6- (b) Waiver of the breach of any provision hereunder shall not be deemed a waiver of any prior or subsequent breach of the same or any other provision hereof. (c) Pursuit of any remedy shall be deemed the waiver of any remedy hereunder or at law or in equity. (d) All agreements, representations and warranties contained in this Agreement or in auy document delivered pursuant hereto or is connection herewith shall survive the execution, delivery and termination ofthis Agreement. (e) Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforecability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable in any respect 1N WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be duly executed by their respective officers thereunto duly authorized, all as of the day and year first above written. WITNESS: ATTEST: Kayt Darnell I-- CityUecretary ahn NMI U.t .R 71 M 23 - . ' • �W7 BY: 'TITLE Mayor ..t . • Zia - • • I 1 /.. ♦ /mil + . . . .. ... . . a..:,. Attorney - Approved as to Form SCHFDi T E A LEASE CHARGES FOR EQUIPMENT 6?SZI/ 1. Rent Charges for Pratt & Whitney GG4A-7 Gas Generator SIN as follows: A- Daily rate of SZ50.00 U.S. Dollars. B. S NIA U.S. Dollars per fired hour liquid operation. C. $ XLQQ U.S. Dollars per fired hour gas operation. NOTE: UNDER NO CIRCUMSTANCES SHALL THIS EQUIPMENT BE OPERATED UNDER PEAK OR MAX PEAK CONDITIONS. GREEANWICH AIR SERVICES CONNECTICUT, INC. LUBBOCK POWER & LIGHT -S- N• .