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1995 Pledge of Allegiance LeaseJAN -23 -1995 16 11 DUNN ALP P.02 LEASE AGREEMENT THIS LEASE AGREEMENT is entered into as of the 15th day of January, 1995, between GLENNA GOODACRE, Artist, ( "Lessor ") and TOWN OF AVON and AVON ARTS COUNCIL ( "Lessees ") with respect to Artist's sculpture titled "Pledge of Allegiance" ( "the Sculpture "). LEASE TERM. Lessor leases the Sculpture to Lessees for a term of two years commencing on January 15, 1995, and ending on January 15, 1997. LEASE PRICE. The lease price is $150,000, based upon a purchase price for the sculpture of $195,000 and an artist's professional adjustment of $45,000. The purchase price does not include the copyright to the Sculpture which copyright is retained by the artist. LEASE PAYMENTS. The first lease payment in the amount of $54,222.60 shall be made upon execution hereof. The second lease payment in the amount of $57,500.00 shall be made on January 15, 1996, and the third lease payment in the amount of $53,750.00 shall be made on January 15, 1997. Such payments shall include interest at the rate of 7.5% per annum from September 1, 1994, in accordance with the amortization schedule attached as Exhibit "A." MISCELLANEOUS. AAn express waiver by Lessor of Lessees' breach of any term, covenant or condition hereof shall not be a waiver of any subsequent breach of the same or any other term, JAN -23 -1995 16:11 DUNN ALP P.03 covenant or condition. This Agreement constitutes the entire agreement between the parties and shall not be modified, amended, altered or changed except in writing. This Agreement shall be governed by the laws of the State of Colorado and any provision of this Agreement found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of this Agreement. NONAPPROPRIATION. It is Lessees' intent to make lease payments for the full term. However, if Town of Avon does not budget for any successive fiscal period to continue making the lease payments, and it has no funds for such payments from other sources and Avon Arts Council does not have the funds to pay the amount owing by the Town of Avon, Lessees' may terminate this Agreement with respect to the Sculpture at the end of the then current fiscal period, and Lessees shall not, in this sole event, be obligated to make any payments beyond the end of the then current fiscal period, in which event Lessor shall be entitled to return of possession of the Sculpture and to retention of all lease payments. INSURANCE. At its own expense, Lessee shall cause casualty insurance to be carried and maintained with respect to the Sculpture and shall carry public liability and property damage insurance sufficient to protect Lessor from liability in all events. All insuranc Ns�bect ceeds from casualty losses shall be Lessor payable solely to Imo- to the terms of this Agreement. DAMAGE OR DESTRUCTION OF EQUIPMENT. In the event the JAN -23 -1995 15:47 DUNN ALP P.04 . Sculpture is partially damaged or destroyed, Lessee shall have the option to terminate this Agreement upon payment of the payment due during the then current fiscal period. OPTION TO PURCHASE. Lessees shall have the option to purchase the Sculpture at any time during the lease term by payment of the remaining lease payments due together with then accrued interest. Payment of the final lease payment on or before January 15, 1997, including accrued interest, shall be deemed to be an exercise of this option. Upon exercise of this option, title to the Sculpture shall be deemed vested in the Lessees as tenants in common. AT ST Patty eyhart Town Clerk TOWN d AVON By: —6yel A41A, A ert eyno ds, Mayor AVON ARTS COUNCIL TOTAL P.04 11/27/1994 13:20 3039264411 TERRI - DIEM PC PAGE 93 AV011 ARTS COUNC =L NOTE PAYABLE AMORTIZATION SCHEDULE T�4 Or AVON - "PLEDGE OF ALLEGIANCE" - GLENNA GOODACRE YEAR$ 3 INTEREST 7,50% ANNUAL PAYMENT 50,000.00 ORIGINAL PRINCIPLE 150,000.00 STAR'T'ING DATE 01- Sep -94 PERIOD PRINCIPLE PRINCIPLE INTERESTx' TOTAL REMAZNZNG PAYMENT PAYMENT PAYMENT ,rr----------------- ��w----------------------------- ----- - - - - -- 4PENNING 150,000.00 �7a» -9S 1 100,000.00 50,000.00 4,222.60 54,222.60 J ri-96 2 50,000.00 50;000.00 7,500.00 57,500:oe JAA -$7 3 0.00 50,000.00 3,750.00 53,750,00 -- W- " ------- !-m. ------------ - - - - -- ----- - - -- -- 150,000.00 15,472.60 165,472.60 February 8, 1995 Mr. Daniel R. Anthony GLENNA GOODACRE, LTD. 566 Camino Del Monte Sol Santa Fe, NM 87501 Dear Mr. Anthony, Please find enclosed a signed original of the lease agreement between Glenna Goodacre and Town of Avon and Avon Arts Council, dated January 15, 1995. I have retained an original for my files, as well. Scerely, Patty Neyh t, CMC Town Clerk Town of Avon pn/ encl. CC: Town Attorney John Dunn LAW OFFICES DUNN, ABPLANALP & CHRISTENSEN, P.C. A PROFESSIONAL CORPORATION JOHN W. DUNN ARTHUR A. ABPLANALP, JR. ALLEN C. CHRISTENSEN DIANE L. HERMAN CAROL E. DAVIS SPECIAL COUNSEL: JERRY W. HANNAH William James Town Manager P. O. Box 975 Avon, Colorado Re: Dear Bill: VAIL BANK BUILDING SUITE 300 108 SOUTH FRONTAGE ROAD WEST VAIL, COLORADO 81 657 January 26, 1995 81620 Lease Agreement TELEPHONE: (303) 476 -0300 TELECOPIER: (303) 476 -4765 KAREN M. DUNN CERTIFIED LEGALASSISTANT REd-tIVED FEB 0 3 1999 TOWN OF AVON I enclose in duplicate LEASE AGREEMENT between the Town of Avon, Avon Arts Council and Glenna Goodacre, which has been signed by Glenna Goodacre. Yours very truly, DUNN, ABPLANALP & CHRISTENSEN,P.C. Joh W. Dunn kem Enc. glanna.- goodavre January 23, 1995 Bill James Town of Avon Avon, CO via facsimile Dear Bill, We received payment for the Basket Dance from Deane and the Avon Art Trust. So we are clear to do the deal on the Pledge Allegiance. I sent to Fatty Neyhart a letter on January 18, which she will turn over to you. This is regarding our concerns with the details of the Lease Agreement. We never saw a draft agreement. We are not being difficult. It is just easier to iron out details at this point rather than when we hit a snag, if ever. Our attorney had two things to say. He thinks it should be clear that the lease payments are nonrefundable. Too, the first sentence of the Miscellaneous paragraph dial not make sense to him. What does it mean? Don't hesitate to call us if you have questions. Sincerely, owDaniel R. Anthony Glenna Goodacre Ltd. P.S. We received the check which you returned to us. We'll wait to deposit it until we are all clear on what we're doing. 566 Camino Del Monte .Sol A Santa Fe, New Mexico 87501 A Telephone: 5051988 -3635 glanna go&,la-cre January 18, 1995 Patty Neyhart Town Clerk Town of Avon via facsimile Dear Patty, We received today the lease agreement for the Pledge Allegiance sculpture deal. We had a. few simple questions about the lease. The agreement refers to Exhibit A but there was no Exhibit A with the documents we received. Following this letter is th.e original Exhibit A faxed to us back in November. Shall I have Glenna sign two copies of this and send them back with the documents? At the bottom of Page 1 it says Addendum I. To what is this an addendum? The Option to Purchase paragraph is not totally clear to me. If Avon pays the balance before January 15, 1997, does Clenna still. receive the interest set forth. on Exhibit A? Should we write in "as indIcated on Exhibit A" after "remaining lease payments due" and have everyone initial this? No one ever talked to us about prorating interest in the event of early pay -off. Too, we are assuming a couple of things that should perhaps be in writing. We assume that in the event Avon terminates the lease that any lease payments made to Glenna are nonrefundable. And we assume that because this is on city property, Avon is in charge of carrying damage and liability insurance. I.; this the case? We will fax the agreement to our attorney to see if there is any- thing else. Thanks for your help. Sincerely, qJ0042an x*0,0"; Daniel R. Anthony Glenna Goodacre Ltd. 566 Camino Del Monte Sol 1 Santa Fe, New Mexico 87501 A Telephone: 5051988 -363.5 W27/15S4 13:20 303926aa11 TERRI S DIEM PC PAGE 03 AVON ART$ COUNCML NOTE PAYABLE AMORTIZATION SCHEDIME T�nm or AV®N — "PLEDGE OF ALLEGIANCE" — GLENNA GOODACRE YR M 3 INTEREST 7.50% AWAL PAYMENT 50,000.00 OXXGZM PRINCIPLE 150, 000.00 STA"=i!6 DATE 01- Sep -94 PERIOD PRINCIPLE PRINCIPLE INTEREST TOTAL REMATNTNG PAYMENT PAYMENT PAYMENT --- .. -,.- -------------- ---- --- -------------------------- -- ----- - - - - -- dPEi�NSa�� 150f000.00 fan -45 1 100,000.00 50,000.00 4,222.60 54,222.60 38»-96 2 50,000.00 50,000.00 7,500.00 57.0,500.00 Jan-97 3 0.00 500000.00 31750.00 530750.00 . ww��www�w�rw�w�i---------- -- - - - - -- ----- - - ---- 150.000.00 15,472.60 165,472.60 OlenniT goodavrc January 16, 1995 Mr. Bill James City Manager Town of Avon 400 Benchmark Road Avon, CO 81620 Dear Bill, We were surprised today to receive the check 40624 as a down payment for Pledge Allegiance. The last word we had received from Deane Knox on December 14 was that we would receive $53,729.45 in December and the balance in January. We never agreed officially to any price and have not yet signed the contract that was sent to us. We were actually wanting to pick Pledge up when the weather was warmer since we have only two of those left to sell. We have not signed and returned the agreement, as we have indicated to Deane repeatedly, because we were never paid in full for the Basket Dance which the Town of Avon purchased in 1994. We were to have been paid the final two payments in July and October of 1994 and did not receive them. Glenna did not want to enter into another deal until the previous one had been paid out. The remaining balance is $10,000. Our last communication with Deane was on December 14 when we sent to him via facsimile a letter explaining our position that we would not start another pay -out project with Avon until the last one had been completed. We are therefore returning the check, which is enclosed, until you can sort this out with Deane. Thank you for your support and interest in Glenna's work. Sincerely, ell Daniel R. Anthony Glenna Goodacre Ltd. 566 Camino Del Monte Sol A Santa Fe, New Mexico 87501 A Telephone: 5051988 -3635