04-21-1987 CNL Telephone LeaseCNBFff �J COL RADO NATIONAL
LEASING, INC.
u►
April 16, 1987
Mr. William James
Town of Avon
P. 0. Box 975
Avon, CO 81620
Dear Mr. James:
Re: Town of Avon; Equipment Lease #88208
Contract Date - June 7, 1984
I am enclosing, in accordance with Paragraph #15 of the
above - referenced contract between Colorado National Leasing,
Inc. and Town of Avon, a duplicate original counterpart by
which assignment of the contract has been made to Colorado
National Bank - Belmont.
The assignment of such contract shall not affect the fact
that Colorado National Leasing, Inc., in accordance with the
Lease Servicing Agreement with Colorado National Bank -
Belmont, will invoice Town of Avon for all future payments
and that such payments shall be remitted to Colorado
National Leasing, Inc.
Please sign and date the original copy of this letter
agreement and return it to this office at the address below.
Sincerely,
?Cia Prince
Administrative Manager
ACCEPTED AND AGREED TO THIS / DAY OF 19
TOWN OF AVON
By
Title
950 Seventeenth Street
Suite 2400
Denver, Colorado 80202
(303) 629 -7750
LEASE PURCHASE AGREEMENT
THIS LEASE PURCHASE AGREEMENT, dated as of June 18, 1984, is
made and entered into by and between COLORADO NATIONAL LEASING, INC.,
a Colorado corporation, ( "CNL ") and COLORADO NATIONAL BANK - BELMONT,
( "Bank ") a Colorado bank.
RR..rTTAT.S
A. CNL and Bank have conducted such examination of the terms
of a proposed Equipment Lease Agreement, Lease No. 88208, ( "Lease "), a
copy of which is attached hereto, between CNL and the Town of Avon,
( "Lessee "), the documents relating to such lease, including any
guarantees, repurchase agreements, mortgages, security agreements and
financing statements to be executed in connection therewith (Lease and
related documents being hereinafter collectively referred to as the
"Lease Documents "), the property covered by the Lease ( "Property ") the
business and prospects of the Lessee and the adequacy of the security
to be provided in connection with the Lease, as CNL and Bank have each
deemed necessary and appropriate.
B. Based on such examination and in reliance on Bank's com-
mitment to purchase an interest in the Lease and the Property, CNL has
determined that it would be in its best interest to consummate the
Lease on substantially the same terms set forth in the Lease
Documents, and Bank, based on its examination of the transaction, has
determined that it would be in its best interest to acquire from CNL
an interest in the Lease and the Property.
C. CNL and Bank desire to effect such purchase and sale in
accordance with the terms and conditions set forth below.
AaRRRMRWT
In consideration of the mutual covenants and promises con-
tained herein and for other good and valuable consideration, the par-
ties hereto hereby agree as follows:
1. CNL hereby agrees to sell and Bank hereby agrees to
acquire from CNL, upon the consummation of the Lease, an undivided
ownership interest of 100% ( "Bank's Ownership Interest ") in and to
CNL's initial 100% interest in the Lease and the Property. In the
event such Lease is not consummated on substantially the same terms
and conditions as contemplated by the Lease Documents, this Agreement
shall terminate and be of no further force or effect.
2. In consideration for such purchase, Bank shall pay to
CNL:
(a) In cash or certified funds, upon t
Lease, a nonrefundable fee of $998.29, which is
lease property to CNL; and
(b) 0% of Bank's Ownership Interest in
under the Lease. Such fee shall be deducted by
otherwise payable to Bank pursuant to paragraph
he consummation of the
4% of the cost of the
each payment made
CNL from the amounts
6 hereof.
3. Under the terms of the Lease, Lessee may purchase the
Property at the end of the lease term for a sum to be determined bet-
ween CNL and Lessee (the "Purchase Price "). In the event of any such
purchase, CNL shall be obligated to pay to the Bank on the date CNL
receives the Purchase Price from Lessee an amount equal to (a) the
Bank's Ownership Interest times the lesser of the Purchase Price or 0%
of the original cost of the Property; plus (b) 50% of the Bank's
Ownership Interest times any amount by which the Purchase Price
exceeds 0% of the original cost of the Property.
4. The delivery to Bank of an executed counterpart of the
Lease shall constitute the sale transfer and assignment to Bank of all
CNL's right, title and interest in and to the Lease and the Property,
and all benefits and advantages to be derived therefrom, to the extent
of Banks's Ownership Interest therein.
5. The Lease and the Property are acquired by Bank without
recourse to CNL, and CNL shall not be obligatsd_to_sepurclaase the______
Lease or the Property for any reason.
6. Bank shall have full and complete ownership of the Lease
and the Property to the extent of the Bank's Ownership Interest, shall
be entitled to receive, when, as and if collected, all payments under
the Lease, including all rental payments, and net proceeds derived
from any guaranty or from any collateral taken as security for the
Lease and the net proceeds realized by CNL from the exercise of the
remedies granted under the Lease upon the default of the Lessee or
from any sale or other disposition of the Property. The term net pro-
ceeds shall mean the total amount recovered by CNL less the expenses
and obligations referred to in paragraph 10 thereof.
7. Bank hereby grants to CNL the right, on behalf of Bank,
to carry out the provisions of the Lease Documents, to enforce the
obligations and collect the payments due thereunder, to grant or with-
hold waivers, consents and approvals, and to exercise and enforce all
rights and privileges accruing to the lessor of the Lease by reason of
the Lease Documents, including the right to extend or renew any lease
and change the amount or due dates of payments due thereunder. Such
rights shall be exercised by CNL in its sole discretion and in the
exercise of its business judgment, unless and until CNL receives writ-
ten notice from Bank revoking such authority. CNL shall handle all
transactions relating to the Lease and the Property in accordance with
CNL's usual and customary practices with respect to leases of this
type and shall adhere to the same standards of conduct as would be
applicable if there had been no transfer of the Lease and Property to
Bank, CNL shall maintain all books and records regarding the Lease,
and of all billings and notices required thereunder, and prepare and
promptly submit to Bank with respect to all leases to which Bank has
acquired an interest from CNL a monthly lease receivable trial
balance, a monthly unearned income trial balance, a monthly service
fee trial balance and a monthly residual investment tax credit trial
balance, as well as such other reports as may be mutually agreed upon
from time to time.
8. The Lease Documents shall be in the name of CNL, as
lessor, and Bank hereby designates CNL as custodian to keep and safe-
guard all executed Lease Documents. CNL shall hold title to the Lease
and the Property and, with respect to Bank's Ownership Interest
therein, shall hold the same as agent for Bank for purposes of admi-
nistering the Lease and fulfilling its obligations hereunder, not-
withstanding the transfer of the Lease and the Property pursuant to
this Agreement. CNL may execute such documents and take such action,
on its and Bank's behalf, as may be reasonably necessary to effect the
transfer of title to and ownership of any of the Property upon the
sale or other disposition CNL and Bank agree to cooperate fully with
each other in the enforcement of the Lease and in collecting amounts
due thereunder. If requested by the other party, either party will
join in any action or proceeding maintained for the purpose of
enforcing, maintaining or preserving rights under the Lease or of
enforcing, protecting or realizing any security taken in connection
with the Lease.
9. CNL shall not be liable to Bank for any action or failure
to act or mistake on the part of its officers, employees, represen-
tatives or agents with respect to any transactions relating to the
Lease; provided, however, that CNL must act in good faith and engage
in no willful misconduct.
10. Any expense or obligations which CNL may incur, including
collection expenses, attorneys' fees, fees or disbursements incurred
by or for outside agents or representatives fees for storage and
repair and sales, property and other taxes, in enforcing, maintaining
or preserving the rights of CNL and Bank under the Lease or enforcing
or protecting or realizing on any security taken in connection with
the Lease, but excluding ordinary overhead expenses incurred by CNL,
shall, as between CNL and Bank, be borne by and be the sole respon-
sibility of Bank to the extent of Bank's Ownership Interest. If such
amounts are initially paid by CNL, Bank shall reimbur__se CNL for all
such amounts on demand. - _.
11. CNL represents and warrants that all of the Lease
Documents will be duly authorized, executed and delivered by all par-
ties thereto in substantially the same form as heretofore approved by
Bank. Unless otherwise agreed by Bank, CNL represents and warrants
that the Property will not be delivered to the Lessee until after the
execution of this Agreement by Bank and CNL and that the Lease will be
executed and delivered by the parties and CNL and Bank will own the
Property, prior to the time it is placed in a condition or state of
readiness and availability for its specifically assigned function.
Except as expressly provided immediately above, CNL makes no represen-
tations or warranties in connection with the transaction contemplated
hereby, and specifically makes no representations or warranties,
express or implied, and assumes no liability to Bank with respect to
the solvency or financial worth or any lessee under the Lease, the
collectibility of any of the payments due under the Lease or of any of
the collateral, guarantees or other security for the Lease or the
proper treatment of the Lease under state and federal tax laws, all of
which matters have been independently investigated by Bank prior to
its execution of this Agreement.
12. CNL shall not be liable for, and the Bank agrees that it
shall have and shall assert no claims against CNL as a result of, any
failure on the part of CNL to carry out any of its duties or obliga-
tions under this Lease Purchase Agreement which are attributable to
causes outside the control of CNL.
13. It is agreed that CNL and Bank are co- owners of the Lease
and the Property and are not partners or joint venturers, and that CNL
is to act in all matters affecting the co- owners thereof as an inde-
pendent contractor engaged for the purpose of administering and
enforcing the Lease. In the event that either CNL or Bank shall be
sued or threatened with a suit in connection with the Lease or the
Property, or in the event that any action, claim or demand of any kind
shall be asserted against CNL or Bank, directly or indirectly,
relating to the Lease or the Property, then, in any event, any payment
in satisfaction or compromise of such suit, claim, action or demand
and any expenses, costs and attorney's fees paid or incurred in con-
nection therewith shall be borne by and be the sole responsibility of
Bank to the extent of Bank's Ownership Interest in the Lease and the
Property. If such amounts are initially paid by CNL, Bank shall reim-
burse CNL for all such amounts on demand.
14. Bank acknowledges and agrees that CNL may sell to other
persons all or a portion of CNL's undivided ownership interest in the
Lease and the Property without notice to or the consent of Bank.
15. Bank shall not assign, transfer or share its undivided
interest in the Lease or the Property to or with any person or entity
other than CNL without the prior consent of CNL. This Agreement shall
be governed by and construed in accordance with the laws of the state
of Colorado.
16. All notices required or permitted by this Agreement shall
be sufficient if delivered personally or mailed to the party at the
address hereinafter set forth or at such other address as either party
may designate in writing from time to time. Any such notice shall be
effective forty -eight (48) hours after it has been deposited in the
United States mail duly addressed, postage prepaid.
Bank:
Colorado National
1018 Constitution
Pueblo, Colorado
CNL:
Bank - Belmont
Road
81001
Colorado National Leasing, Inc.
Bldg. 51, Suite 150
14142 Denver West Parkway
Golden, Colorado 80401
IN WITNESS WHEREOF, the parties have through their duly
authorized representatives executed this Lease Purchase Agreement as
of the date and year first above written.
COLORADO NATIONAL LEASING, INC.
By V/'
COL 0 NATIO AL BA BELMONT
By
Ja L. Boggess, Pre 1 nt
- - - - - - -- -- - - . ua r aauag vaaicer ware, i ime, numner, ana riling Ottice): ' !
ebtor(s) Name and Mailing Address: Secured Party(ies) Name and Address:
t:olarado ati l t
Tgr'wn of Avon jea zing, lne.
P. 0. box 975 !�idg. 51, shits 1
Aeon, CO 81620 141.42 Denver West Pkwy.
old n, Co orado 110401
4. This Financing Statement covers the following types (or items) of
property: (WARNING: If collateral is crops, fixtures, timber, or
minerals or other substances to be extracted or accounts resulting
from the sale thereof, read instructions on back.) +'
INCORPORATED HEREIN By REFERpuCE
Lease Sch*dule #88208 is a Municipal Lease
This filing is for notification purposes only
Check only if applicable.
❑ This Financing Statement is to be filed for record in the real estate records.
Products of collateral are also covered.
5. Name and address of Assignee of Secured Party:
aa, —ieuaeui an srgnea ny ine aecurea rarty insteaa of the Debtor to perfect a security interest in collateral
-tse check ❑ already subject to a security interest in another jurisdiction when it was brought into this state, or when the debtor's location was
-+riate box) changed to this state.
❑ which is proceeds of the original collateral described above in which a security interest was perfected;
`� ❑ as to which the filing has lapsed; or
❑ acquired after a change of name, identity or corporate structure of the debtor.
Mic e: ❑The Debtor is a transmitting utility. COLORADO WATIUNAL LBASIN , I &C.
BY
iture(s) of Debtor(s)
acretary of State and
ecorders Association
y
Signature(s) of Secured Party(ies)
COLORADO FORM U.C.C. 1 (REV. 1 -78)
BRADFORD PUBLISHING CO.
RYUTRTM 0
RECEIVED jUL09 1984
Lease No. 88208
CERTIFICATE OF ACCEPTANCE
The undersigned hereby certifies that it has
received, inspected, approved and hereby accepts delivery of
the following equipment upon the terms and conditions set
forth herein and in that Equipment Lease Agreement dated
17 �L between the undersigned and
C orado National Leasing, Inc., a Colorado corporation:
1. Description of Equipment:
SEE ATTACHED EXHIBIT "A"
2. Cost:
The cost of the equipment is $ 24,957-34.
The undersigned further certified that the
foregoing equipment is in good order and condition, and con-
forms to the specifications applicable thereto.
The execution of this Certificate will in no way
relieve or decrease the responsibility of the manufacturer
of the equipment for any warranties it has made with respect
to the same.
The undersigned hereby requests Colorado National
Leasing, Inc. to process payment in the amount of $24,957.34
to the vendor.
Dated: _ c �;":�'
,�� Y
—TLG -
TOWN OF AVON
By
Lessee
EXHIBIT "A"
Town of Avon
Lease #88208
T.I.E. CKIII Telephone System consisting of:
1 - KSU /power
2 - C.O. Line
4 - 8 station
30 - 28- button
1 - DSS
1 - Battery bi
common equipment kit
(4PCB) (8 trunks)
PCB (32 stations)
sets (telephones)
3ck -up (DC -AC converter)
PAYMENT RENT
NO. PAYMENT
INITIAL BALANCE
EXHIPIT P
EQUIPMENT LEASE SCHEDULE
DESIGNATED REDUCTION OF
INTEREST PRINCIPAL
LEASE P ee208
PALANCE OF AGREED
PRINCIPAL OPTION PRICE
24,957.34 25,955.63
1
525.89
216.26
309.63
24,647.71
25,613.2P
2
525.89
212.66
313.23
24,334.4P
25,267.86
3
525.F.9
209.06
316.83
24,017.65
24,919.39
4
525.P9
205.45
320.44
23,697,21
24,567.P.5
5
525.89
201.85
324.04
23,373.17
24,213.26
6
52.5.89
19P.24
327.65
23,045.52
23,P55.61
7
525.P9
194.64
331.25
22,714.27
23,494.90
P
9
525.P9
191.03
334.P6
22,379.41
23,131.13
525.89
IR7.43
338.46
22,040.95
22,764.30
10
525.89
183.P2
342.07
21,69P.PP
22,394.42
11
525.P9
1PO.22
345.67
21,353.21
22,021.47
12
525.89
176.62
349.7
21,003.94
21,645.47
13
525.F9
173.01
352.66
2.0,651.06
21,266.40
14
525.69
169.41
356.48
20,2. 94 517
.
20,P84.28
15
525.89
165.80
360.09
19,934.49
20,499.10
16
525.F9
162.20
363.69
19,570.PO
20,110.86
17
525.69
15P.59
367.30
19,203.50
19,719.56
IF
525.89
154.99
170.90
iP,P32.60
19,325.20
19
525.89
151.38
374.51
18,458.10
18,927.79
20
l
525.89
147.78
378.11
1P,C79.90
18,527.31
21
525.89
144.1P
3P1.71
17,69P.27
IP,123.7P
22
525.89
140.57
385.32
17,312.96
17,717.18
23
525.69
136.97
38P.92
16,924.03
17,307.53
24
525.89
133.36
392.53
16,531.51
16,F94.F2
25
525.F9
129.76
396.13
16,135.317
16,479.05
26
525.P9
126.15
3 ?9.74
15,735.64
16,060.22
27
525.69
122.55
403.34
15,332.30
15,638.33
28
525.89
118.95
406.94
14,025.35
15,213.39
29
525.89
115.34
410.55
14,514.81
14,785.38
30
525.89
111.74
414.15
14,100.65
14,354.32
31
525.89
IOP.13
417.76
13,692.89
13,920.19
32
525.69
104.53
42.1.36
13,261.53
13,4P3.01
33
525.89
100.92
424.97
12,P36.57
13,C42.77
34
525.89
97.32
42P.57
12,407.99
12,599.47
35
525.89
93.71
432.1P
11,975.P2
12,153.11
36
525.P9
90.11
435.7P
11,540.04
11,703.69
37
525.89
P6.51
439.3P
11,100.65
11,251.22
3F
575.PO
82.90
442.99
10,657.67
10,795.68
39
525.89
79.30
446.59
10,211.07
10,337.00
40
525.P9
75.E9
450.20
9,760.88
9,875.43
41
525.89
72.09
453.170
9,307.07
9,410.72
42
525.P9
68.48
457.41
8,P49.67
8,942.95
43
525.89
64.P8
461.01
P,388.66
P,472.12
44
525.P9
61.27
464.62
7,924.04
7,998.23
45
525.89
57.67
46P.22
7,455.62
7,521.28
46
525.89
54.07
471.82
6,984.00
7,041.2P
47
525.P9
50.46
475.43
6,508.57
6,556.21
4P.
525.89
46.86
479.03
6,029.54
6,072.09
49
525.09
43.25
482.64
5,546.90
5,582.90
50
525.89
39.65
486.24
5,060.66
5,090.66
51
525.89
36.04
4P9.85
4,570.81
4,595.36
52
525.89
32.44
493.45
4,077.36
4,097.00
53
525.89
28.84
497.05
3,580.31
3,595.5a
54
525.89
25.23
500.66
3,079.65
3,091.10
55
525.89
21.63
504.26
2,575.38
2,583.57
56
525.F9
18.02
507.87
2,067.52
2,072.97
57
525.P9
14.42
511.47
1,556.04
1,559.32
58
525.89
10.81
515.08
1,040.97
1,042.60
59
525.89
7.21
51P.6P
522.29
522.83
60
525.P9
3.60
522.29
.00
.00
UNLESS SOONER TERMINATED AS SET FORTH IN THE LEASE, THE TERM OF THIS LEASE RESPECTING EACH
ITEM OF EQUIPMENT SHALL COMMENCE ON 6/1/84 AND EXPIPF ON 5/31/89 AS RENT FOP
SAID EQUIPMENT, LESSEE SHALL PAY LESSOR THE SUFI OF ! 31,553.24 PAYAPLE IN INSTALLMENTS
AS FOLLOWS: 60 monthly (advancTfYMENTS OF S525.89 COMMENCING oN6/1/84 WHICH
SAID INSTALLMENTS OF RENT INCLUDE INTEREST AT THE RATE OF 10.0 m PER ANNUM ON THE PALANCE
OF PRINCIPAL.
Lease No. 88208
EQUIPMENT LEASE AGREEMENT
(Municipal Lease)
This Lease is made this �_ day of 19
between Colorado National Leasing, Inc., a Colorado
Corporation ("Lessor"), and the Town of Avon
( "Lessee "),
In consideration of the mutual covenants and promises
herein set forth, the parties agree as follows:
1. LEASE. Lessor hereby leases to Lessee, and Lessee
hereby leases and hires from Lessor, the property, machinery
and equipment ( "Equipment ") described in the Equipment
Description (Exhibit A attached hereto and made a part
hereof) .
2. TERM. This Lease shall commence on the date hereof
and unless sooner terminated as provided herein, shall
expire five (5) year(s) from the date of first delivery of
any item of the Equipment.
3. RENT. Rent for the Equipment shall be in the amount
set forth in the Equipment Lease Schedule (Exhibit B
attached hereto and made a part hereof). Lessee shall pay
Lessor such rent in the amounts and at the times set forth
on Exhibit B at the office of Lessor in Golden, Colorado, or
to such other person and /or at such other place as Lessor
may from time to time designate in writing.
4. USE. Lessee shall use the Equipment in a careful
and proper manner and shall comply with all applicable
governmental laws, ordinances and regulations in any way
relating to the possession, use or maintenance of the
Equipment. If at any time during the term hereof Lessor
supplies Lessee with labels, plates or other markings,
stating that the Equipment is owned by Lessor, Lessee shall
affix the same to a prominent place on the Equipment.
5. LESSEE'S INSPECTION; WARRANTY DISCLAIMER.
(a) Lessee shall inspect the Equipment within
forty -eight (48) hours after receipt thereof. Unless Lessee
within such period of time gives written notice to Lessor,
specifying any defect in or other proper objection to the
Equipment, Lessee agrees that it shall be conclusively pre-
sumed, as between Lessor and Lessee, that Lessee has fully
inspected and acknowledged that the Equipment is in good
condition and repair, and that Lessee is satisfied with and
has accepted the Equipment in such good condition and
repair. At or prior to expiration of such inspection
period, Lessee shall execute and deliver to Lessor the
Certificate of Acceptance. Exhibit C attached hereto and
made a part hereof).
(b) Lessor hereby assigns to Lessee for and during
the term of this Lease all manufacturer's warranties and
guarantees, express or implied, with respect to the
Equipment, to the extent such warranties and guarantees are
assignable. Lessee acknowledges that it selected each item
of Equipment based on its own analysis and investigation
from vendors chosen by Lessee and further acknowledges that
Lessor made no representations or warranties in connection
with the Equipment or vendors. LESSOR MAKES NO WARRANTY,
EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT AND
EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING THE
MERCHANTABILITY OF THE EQUIPMENT, ITS FITNESS FOR A
PARTICULAR PURPOSE, ITS DESIGN, CONDITION OR WORKMANSHIP AND
THE ENFORCEABILITY OF ANY WARRANTY OR GUARANTEE OF THE
MANUFACTURER OF THE EQUIPMENT.
6. LESSOR'S INSPECTION. Lessor shall at any and all
times during business hours have the right to enter into and
upon the premises where the Equipment may be located for the
purpose of inspecting the same or observing its use.
7. ALTERATIONS. Without the prior written consent of
Lessor, Lessee shall not make any alterations, additions or
improvements to the Equipment.
8. REPAIRS. Lessee, at its own cost and expense,
shall keep the Equipment in good repair and condition and
shall bear all expenses of the maintenance and operation of
the Equipment.
9. INSURANCE; LOSS AND DAMAGE; AGREED OPTION PRICE.
Lessee shall keep the Equipment insured against all risks of
loss or damage by fire and such other risks as are covered
by endorsement commonly known as supplemental or extended
coverage for the greater of the fair market value thereof or
the "Agreed Option Price" set forth in Exhibit B attached
hereto with respect to the Equipment. Lessee shall also
carry public liability and property damage- insurance
covering the Equipment in amounts not less than $200,000 in
respect of bodily injury or death to any person, not less
than $500,000 in respect of any one accident, and not less
than $400,000 in respect of property damage. All such
liability insurance shall insure both Lessor and Lessee and
all such property damage insurance shall name Lessor as loss
payee as its interest may appear. Lessee may effect such
coverages under its blanket policies. No loss or damage to
the Equipment or any part thereof shall impair any obliga-
tion of the Lessee under this Lease which shall continue in
full force and effect. In the event of loss or damage of
any kind whatever to any item of Equipment, the proceeds of
such insurance shall be applied to any item of Equipment:
(a) To place the same in good repair, condition and
working order, or replace the same with like Equipment in
good repair, condition and working order; or
(b) If, in the reasonable judgment of Lessor, the
Equipment is determined to be lost, stolen, destroyed or
damaged beyond repair, Lessee shall pay Lessor therefor in
cash, to the extent the insurance proceeds paid to Lessor
may be insufficient, the Agreed Option Price set forth in
Exhibit B determined as of the date of the last full rental
payment made by Lessee, plus interest on such Agreed Option
Price at the rate set forth in Exhibit B from the date of
the last full rental payment until the date of payment for
the Equipment. Upon such payment this Lease shall terminate
with respect to the Equipment so paid for and Lessor will
thereupon execute and deliver to Lessee a bill of sale
transferring such Equipment to Lessee "AS -IS- WHERE -IS,"
WITHOUT WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY
MATTER WHATSOEVER.
10. SURRENDER. Except as provided in paragraph 20
hereof, upon the expiration or earlier termination of this
Lease, Lessee shall (unless Lessee has purchased the
Equipment pursuant to paragraphs 9 or 19 hereof) return the
same to Lessor in good repair, condition and working order,
ordinary wear and tear resulting from proper use thereof
excepted, by delivering, at Lessee's sole cost and expense,
possession of the Equipment to Lessor at such place as
Lessor may designate.
11. TAXES AND LIENS.
(a) Lessee agrees to pay and to indemnify and hold
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Lessor harmless from all license, sales, use, personal pro-
perty or other taxes together with any penalties, fines or
interest thereon imposed or levied with respect to the
Equipment or the ownership, delivery, lease, possession,
use, operation, sale or the disposition thereof, or upon the
rentals or earnings arising therefrom.
(b) Lessee shall not directly or indirectly
create, incur, assume or suffer to exist any security
interest, lien or encumbrance on or with respect to any item
of Equipment or any interest therein. Lessee shall
promptly, at its expense, take such action as may be
necessary to discharge any such security interest, lien or
encumbrance as and when the same shall arise.
12. LESSOR'S PAYMENT. In case of the failure of the
Lessee to procure or maintain insurance on the Equipment,
pay taxes on or with respect to the Equipment or maintain
the Equipment free and clear of any security interests,
liens and encumbrances, as herein specified, Lessor shall
have the right, but not be obligated, to effect such
insurance, to pay such taxes and discharge such security
interest, liens and encumbrances and the cost thereof shall
be repayable to Lessor with the next installment of rent.
13. DEFAULT.. If the Lessee shall fail to pay the rent
due and payable under Exhibit B attched hereto within ten
(10) days after the same is due and payable, or if the
Lessee shall fail to observe, keep or perform any other pro-
vision of this Lease for a period of ten (10) days after
receipt of written notice thereof, Lessor shall have the
right to exercise any one or more of the following remedies;
(a) To terminate this Lease and to sue for and
recover all rents and other payments then accrued and unpaid
hereunder and all rents and other payments which will accrue
during the then current fiscal year of Lessee.
(b) To retain all rentals and to take possession
of any or all items or Equipment, without further demand or
notice and without any court order or other process of law,
and either to remove the same or to lease the same to others.
14. TERMINATION FOR NON - APPROPRIATION.
Notwithstanding anything herein to the contrary, if Lessee
does not appropriate funds for any fiscal year of Lessee
during the term hereof sufficient to pay the amounts due
hereunder in such fiscal year and Lessee has exhausted all
funds legally available for payments due under this Lease,
Lessee may, by written notice given to Lessor no later than
ten (10) days after adoption of the budget for such fiscal
year, thereupon terminate this Lease. Upon such ter-
mination, Lessee shall return the Equipment to Lessor in
accordance with paragraph 10 hereof and pay all rents and
other payments due to Lessor for periods prior to the date
the Equipment is so returned to Lessor. If Lessee ter-
minates this Lease under the provisions of this paragraph
#14, Lessee may not, during the remaining term of this
Lease, replace the Equipment subject to this Lease with like
kind or similarly functional Equipment or acquire the use of
replacement Equipment of any kind during the remaining term
of this Lease.
15. ASSIGNMENT. Without the prior written consent of
Lessor, Lessee shall neither assign, transfer, pledge or
hypothecate this Lease, the Equipment or any part thereof,
or any interest therein, nor sublet any item of Equipment.
It is understood that Lessor contemplates assigning this
Lease or interests in the Equipment and that Lessor's
assignee may also assign the same. All rights of Lessor
hereunder may be assigned, transferred, or otherwise
disposed of, either in whole or in part, without notice to
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a
Lessee; provided, however that no assignment of this Lease
or any interest therein shall be made except subject to the
rights granted to the Lessee by virtue of this Lease; and
provided further that no assignee of Lessor shall be obli-
gated to perform any duty, covenant or condition required to
be performed by Lessor under the terms of this Lease.
16. PERSONAL PROPERTY. The Equipment is, and shall at
all times be and remain, personal property notwithstanding
that the Equipment may be affixed or attached to, or
imbedded in, or permanently resting upon, real property or
any building thereon, or attached in any manner to what is
permanent as by means of cement, plaster, nails, bolts,
screws or otherwise.
17. INDEMNITY; LIMITS OF LIABILITY. Lessee hereby
assumes liability for and agrees to indemnify and hold
Lessor harmless from and against any and all debts, liabili-
ties, obligations, claims and expenses, including court
costs and attorney's fees, incurred by or asserted against
Lessor in connection with, arising out of or incident to the
ownership, delivery, lease, possession, use, operation, con-
dition, sale or other disposition of any item of Equipment.
Lessor is not responsible for any repairs or service to the
Equipment or any defects therein. Lessor shall not be
liable for any consequential, incidental or special damages
of any character as a result of or arising out of the lease
of the Equipment, or any item thereof, including loss of
profits, property damage or lost production, whether suf-
fered by Lessee or any other person.
18. INTEREST. Should Lessee fail to pay any part of
the rent herein reserved or any other sum required by Lessee
to be paid to Lessor, within 10 days after the due date
thereof, Lessee shall pay to the Lessor interest on such
delinquent payment from the due date until paid at the rate
of 18% per annum.
19. OPTION. Provided Lessee is not in default in the
performance of its obligations hereunder, Lessee shall have
the option, at any time after one year from the commencement
of this lease to purchase the Equipment for an amount equal
to the Agreed Option Price thereof set forth in Exhibit B at
the date of the last full rental payment, plus interest on
such Agreed Option Price at the rate set forth in Exhibit B
from the date of the last full rental payment until the date
of payment for the Equipment. Such option to purchase the
Equipment shall be exercised by the payment of the Agreed
Option Price plus interest as herein provided to Lessor at
Lessor's office in Golden, Colorado. If Lessee exercises
the option to purchase the Equipment, title thereto shall
thereupon become vested in Lessee and Lessor will thereupon
execute and deliver to Lessee a bill of sale transferring
such Equipment to Lessee "AS -IS- WHERE -IS ", WITHOUT WARRANTY,
EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER WHATSOEVER.
20. EXPIRATION. If Lessee shall comply with all pro-
visions of this Lease on its part to be kept and performed,
then upon the expiration of this Lease, all right, title and
interest of Lessor in the Equipment subject to this Lease
shall vest in and become the property of Lessee, and Lessor
will thereupon execute and deliver to Lessee a bill of sale
transferring such Equipment to Lessee, "AS -IS- WHERE -IS ",
WITHOUT WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY
MATTER WHATSOEVER.
21. TAX EXEMPTION. The "Rent ", "Interest ", "Agreed
Option Price" and other computations set forth in this Lease
and exhibits attached hereto have been fixed and computed
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upon the assumption that the amount designated as "Interest"
will be exempt from federal income taxation and (if so noted
on Exhibit B) state income taxation in the hands of the
Lessor and its assignees. If it is determined that such
"Interest" payments are not so exempt, then the items of
"Rent ", "Interest ", "Agreed Option Price" and related com-
putations payable by the Lessee to Lessor hereunder shall be
adjusted so as to provide Lessor with the amount of such
items as shall equal, on an after tax basis, the amount
thereof set forth in this Lease and Exhibits attached
hereto. The method and timing of the payment of such
adjustment shall be as mutually agreed upon promptly
following notice to Lessee of the need for such adjustment.
22. FINANCIAL STATEMENTS. Lessee shall furnish to
Lessor, within sixty (60) days after the end of each fiscal
quarter of Lessee, financial statements of Lessee which
shall include a balance sheet and statement of revenue and
expense of Lessee for the quarter and the year to date and
such other information and reports as Lessor shall reaso-
nably request. All such financial statements shall be cer-
tified to be true and correct by the appropriate officer of
Lessee.
23. CLAIMS. Lessor hereby appoints and constitutes
Lessee as its agent and attorney -in -fact during the term of
this Lease to assert and enforce, at the sole cost and
expense of the Lessee, whatever claims and rights the Lessor
may have as owner of the Equipment against any vendors,
manufacturers, suppliers or contractors in respect thereof.
24. NON- WAIVER. No waiver of any of the Lessee's
obligations under this Lease shall be deemed to take place
unless such waiver has been made in writing and signed by
the Lessor. Failure to exercise any remedy which Lessor may
have under this Lease or any other acquiescence by the
Lessor in any default by the Lessee shall not constitute a
waiver of any obligation of Lessee hereunder, including the
obligation as to which Lessee is in default.
25. CONCURRENT REMEDIES. No right or remedy conferred
upon or reserved to the Lessor in this Lease is exclusive of
any other right or remedy provided or permitted herein by
law or equity; but each shall be cumulative of any other
right or remedy given hereunder, or now or hereafter
existing at law or in equity or by statute or otherwise, and
may be enforced concurrently therewith, or from time to
time.
26. MODIFICATION. This Lease constitutes the entire
agreement between Lessor and Lessee and shall not be
amended, altered or modified except in a writing signed by
the parties hereto.
27. NOTICES. All notices required or permitted
hereunder shall be sufficient if delivered personally or
mailed to the parties at the address hereafter set forth or
at such other address as either party may designate in
writing from time to time. Any such notice shall be effec-
tive 48 hours after it has been deposited in the United
States mail, duly addressed and with postage prepaid.
28. GOVERNING LAW. This Lease and other instruments
or documents executed by the parties hereto, and the rights
and duties of the parties hereto, shall be construed and
enforced in accordance with the laws of the State of
Colorado.
29. TIME. Time is of the essence of this Lease and
each and all of its provisions.
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/—N,
s
30. SEVERABILITY. If any provision in this Lease or
the application of such provision to any person or cir-
cumstance shall be invalid, illegal or unenforceable, the
remainder of this Lease or the application of such provision
to persons or circumstances other than those to which it is
invalid, illegal or unenforceable shall not be affected
thereby.
31. ASSIGNMENT BY LESSOR. No assignment or reassignment
of any of Lessor's right, title or interest in this Lease
or the Equipment shall be effective unless and until Lessee
shall have received a duplicate original counterpart of the
document by which the assignment or reassignment is made,
disclosing the name and address of each such assignee; pro-
vided, however, that if such assignment is made to a bank or
trust company as paying or escrow agent for holders of cer-
tificates of participation in the Lease, it shall thereafter
be sufficient that a copy of the agency agreement shall have
been deposited with Lessee until Lessee shall have been
advised that such agency agreement is no longer in effect.
During the Lease term Lessee shall keep a complete and
accurate record of all such assignments in form necessary to
comply with the United States Internal Revenue Code, Section
103(j), and the regulations, proposed or existing, from time
to time promulgated thereunder.
IN WITNESS WHEREOF, the parties hereto have executed
this Lease the day and year first above written.
LESSOR:
By
NATIONAL LEASING, INC.
bldg. 51, Suite 150
1 42 Denver West Pkwy.
Golden, CO 80401
LESSEE:
TOWN OF AVON
BY
I?C Title
ATTACHMENTS TO MUNICIPAL LEASE AGREEMENT:
Equipment Description (Exhibit A)
Equipment Lease Schedule (Exhibit B)
Certificate of Acceptance (Exhibit C)
Opinion of Counsel
Resolution /Incumbency Certificate dated
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