1998 Right of Passage LeasetTBAW
OF AVON
0011 W. BEAVER CREEK BLVD. P.O. BOX 5270 AVON, COLORADO 81620 970 - 949 -0100
D E l9 E
.. FEO 2 6 2001
TOWN OF AVON
Town of Avon
PO Box 975
Avon, CO 81620
Dear Gentlemen:
February 22, 2001
Enclosed you will find the Promissory Note that corresponds to your
Loan #997 -3613. This note paid in full on February 13, 2001. Please
retain this document for your files.
We appreciate the opportunity to serve you.
Sincerely,
Bret Hooper
Senior Vice President
BCH /jlv
Enclosure
I
TFfEB1 2001
FIRSTBAW OF AVON
AVON, COLCMDO
LEASE AGREEMENT
THIS LEASE AGREEMENT is entered into as of the 1St day
of July, 1998, between FIRSTBANK OF AVON ( "Lessor ") and TOWN OF
AVON ( "Lessees ") with respect to Sandy Scott's sculpture of five
horses titled "Rite of Passage" ( "the Sculpture ").
LEASE TERM. Lessor leases the Sculpture to Lessee for
a term of thirty -one months commencing on July 1, 1998, and
ending on February 1, 2001.
LEASE PRICE. The lease price is $228,000,togther with
interest on the unpaid principal balance at the rate of 7.42% per
annum.
TITLE - SECURITY. During the term of this Lease, title
to the Sculpture will be in the name of the Lessor. To secure
the payment of all of Lessee's obligations to Lessor hereunder,
Lessee grants to Lessor a security interest in the Sculpture and
agrees to execute such additional documents, in form satisfactory
to Lessor, as Lessor deems necessary or advisable to establish
and maintain its security interest in the Sculpture.
LEASE PAYMENTS. Lease payments in the amount of
$76,000 each, together with then accrued interest, shall be made
on February 1, 1999, February 1, 2000, and February 1, 2001,
subject to annual appropriation.
NONAPPROPRIATION. It is Lessee's intent to make lease
payments for the full term. However, if Lessee does not budget
for any successive fiscal period to continue making the lease
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payments, and it has no funds for such payments from other
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sources, 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
such event Lessor shall be entitled to return of possession of
the Sculpture and to retention of all lease payments already
made, together with costs of taking possession and storing the
sculpture pending its disposition.
INSURANCE. At its own expense, Lessee shall cause
casualty insurance to be carried and maintained with respect to
the Sculpture with loss payable to Lessor and shall carry public
liability and property damage insurance sufficient to protect
Lessor from liability in all events. Lessee shall provide a
certificate of insurance in evidence thereof.
DAMAGE OR DESTRUCTION OF EQUIPMENT. In the event the
Sculpture is partially damaged or destroyed, Lessee shall have
the option to terminate this Agreement upon making of the payment
due during the then current fiscal period.
OPTION TO PURCHASE. Lessee 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. Making of the final lease payment on or before
January 15, 2001, 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 Lessee.
MISCELLANEOUS. An express waiver by Lessor of Lessee's
breach of any term, covenant or condition hereof shall not be a
waiver of any subsequent breach of the same or any other term,
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.
TOWN OF AVON
By: 00-e�
Mayor
FIRSTBANK OF AVON
By:
vi'ca. Pr�S .',fie
1-:TBAW
OF AVON 0011 W. BEAVER CREEK BLVD. P.O. DRAWER 5270 AVON, COLORADO 81620 970 - 949 -0100
M E M O
TO: Town of Avon Lease File
FROM: Bret Hooper
DATE: July 20, 1998
SUBJECT: Lease inconsistency
The Lease Agreement dated July 1, 1998 and executed July 20, 1998
contains a minor inconsistency: The Option to Purchase section
specifies that the last payment is due on January 15, 2001. However,
the Lease Payments section lists February 1, 2001 as the payment date.
Originally, the Lease Payments section also listed Juanuary 15 as the
payment date, but the bank and the town agreed to delay payments until
February 1. Therefore, since the intent of the agreement was to
consider February 1, 2001, as the maturity date, the bank has agreed to
honor this delay with respect to the Option to Purchase section also.
BILL OF SALE
KNOW ALL BY THESE PRESENTS, That
Town of Avon of the
* County of Eagle , State of Colorado,
((Sellerl for and in consideration of
?N DOLLARS AND OTHER GOOD AND VALUABLE CONSIDERA $Wry
to/i> di in hand paid, at or before the ensealing or delivery of these presents by
it FirstBank of Avon
of the
County of Eagle , in the State of Colorado, I
(Buyer), the receipt of which is hereby acknowledged, has bargained and sold, and by these presents does grant and convey
unto the said Buyer, giA personal representatives, successors and assigns, the following property, goods and chattels, to wit:
its
Two bronze sculpture pieces described as horses numbered three and four
created by Sandy Scott from the Rite of Passage Collection, which pieces
are presently located and installed in public facilities known as
''round — about" located in Avon, Colorado.
116daidd/d/
TO HAVE AND TO HOLD the same unto the said Buyer, his personal representatives, successors and assigns, forever.
The said Seller covenants and agrees to and with the Buyer, his personal representatives, successors and assigns, to WAR-
RANT AND DEFEND the sale of said property, goods and chattels, against all and every person or persons whomever.
When used herein, the singular shall include the plural, the plural the singular, and the use of any gender shall be applicable
to all genders.
IN WITNESS WHEREOF, the Seller has executed this Bill of Sale on
Date
TOWN OF AVON, A Colorado Municipality
Attest:
B l
__Lr,pujLA Town Clerk y
Title:
STATE OF COLORADO,
ss.
County of
The foregoing instrument was acknowledged before me this day of ,
by
Witness my hand and official seal.
My Commission expires
*If in Denver, insert "City and ".
Notary Public
No. 35A. Rev 9 -83. BILL OF SALE Bradford Publishing, 1743 Wazee St., Denver, CO 80202—(303)292-2500-12-97 a
HILL OP SALE
KNOW ALL BY THESE PRESENT S, Thal Sandy Scott
of (lie
* County of Larimer , State of Colorado,
(Seller), for and in consideration of
ONE HUNDRED THIRTY SIX THOUSAND AND 00 /100 - - -- Dollars,
to Ki/ / in hand paid, at or before the ensealing or delivery of these presents by
tier Town of Avon
of the
County of Eagle , in the State of Colorado,
(Buyer), the receipt of which is hereby acknowledged, has bargained and sold, and by these presents does grant and convey
onto the said Buyer, his personal representatives, successors and assigns, the following property, goods and chattels, to wit:
Two bronze sculpture pieces described as horses numbered
three and four created by Sandy Scott from the Rite of Passage.
Collection, which pieces are presently located and installed
in public facilities known as "round— about" located in
Avon, Colorado.
ddCAli-Ahf
TO HAVE AND TO IIOLD the same unto the said Buyer, his personal representatives, successors and assigns, forever.
The said Seller covenants and agrees to and with the Buyer, his personal representatives, successors and assigns, to WAR-
RANT AND DEFEND the sale of said property, goods and chattels, against all and every person or persons whomever.
When used herein, the singular shall include the plural, the plural the singular, and the use of any gender shall be applicable
to all genders. J� 20 /99P
IN WITNESS WIIEREOF, the Seller has executed this Bill of Sale on Da1e
STATE.: OF COL(
County of
The n fore instrument was acknowledged before the this 2 day of T "� i9�
by ,
Witness my hand and official seal.
My Commission expires —
Notary Public
'If in Denver, insert "City and ".
Nn. 15A. Rey. 9 -83. 1111.1, OF SALF 11redfoot Publishing, 1743 %lee St., l7enver, Co 80102 -- (303) 292 -2510 — 12 -97
BILL OF SALE
KNOW ALL BY TI IESE PRESENTS, That Sandy Scott
of the
* County of Larimer , State of Colorado,
(Seller), for and in consideration of
TWO— HUNDRED — TWENTY— EIGHT — THOUSAND— AND -00 /100 - - -- Dollars,
toAllih in hand paid, at or before the ensealing or delivery of these presents by
er FirstBank'of Avon
of the
Cowrty of Eagle , in the State of Colorado,
(Buyer), the receipt of which is hereby acknowledged, has bargained and sold, and by these presents does grant and convey
unto the said Buyer, his personal representatives, successors and assigns, the following property, goods and chattels, to wit:
Three bronze sculpture pieces described as horses numbered one,
two and five created by Sandy Scott from the Rite of Passage
Collection, which pieces will be located and installed in public
facilities known as "round— about" located'in Avon, Colorado.
TO HAVE AND TO IIOLD the same unto the said Buyer, his personal representatives, successors and assigns, forever.
The said Seller covenants and agrees to and with the Buyer, his personal representatives, successors and assigns, to WAR-
RANT AND DEFEND the sale of said property, goods and chattels, against all and every person or persons whomever.
When used herein, the singular shall include the plural, the plural the singular, and the use of any gender shall be applicable
to all genders.
IN WITNESS WHEREOF, the Seller has executed this Bill of Sale on , 10 1e F
STATE OF COLORADO,
S!
County of It,
The fore ping instrument was acknowledged before me this 20 day of
by SA� sett
My Commission expires '0/9?
Witness my hand and official seal.
Notary Public
If in Denver, insert "City and ".
Nn. 35A. Rer. 9 -83. BILL Of SALE Bradfuul Publishing, 1743 Wazee St., Denver, CO 80202 —(303) 292-2500— 12.97
ASSIGNMENT OF PURCHASE AGREEMENT AND
CONVEYANCE OF SCULPTURE PIECES
This assignment is executed this 20 day of �u l 1998 by and between Town of
Avon, a Colorado municipality ( "Town ") and FirstBank ot Avon, a Colorado chartered banking
corporation ("Bank").
Recitals
A. Town is the purchaser of bronze sculptures (Phase I consisting of two pieces to
wit: horses numbered 3 and 4) under a purchase agreement (the "Purchase
Agreement") with Sandy Scott ( "Artist") dated Jel,var.y 131 191?
B. Town wishes to assign to Bank all of its right, title and interest under the Purchase
Agreement and to also convey to Bank any title which Town may have with
respect to the two sculpture pieces.
Accordingly, the parties agree as follows:
Assignment. Town hereby assigns, transfers, and sets over to Bank all of Town's
right and interest as the purchaser under the Purchase Agreement between Town
and Artist.
2. Conveyance of Sculpture Pieces. Town agrees to execute an appropriate bill of
sale conveying the Phase I sculpture pieces to Bank in consideration of the
execution by Town and Bank of a lease agreement relating to the Phase I and
Phase II sculpture pieces.
3. Bank May Act for Town. Town authorizes Bank and appoints Bank as Town's
attorney in fact to demand, receive, and enforce Town's rights with respect to the
purchase agreement as well as to give appropriate releases and other assurances
for or on behalf of Town and to do any and all acts with respect to these
documents in the name of Town with the same force and effect as Town could do
if this assignment had not been executed.
4. Warranties and Representations of Town. Town represents and warrants to Bank
that no previous assignments of Town's interest under the purchase agreement
have been made to any entity or person other than Bank.
5. Miscellaneous.
5.1 This assignment embodies all written and oral negotiations between the
parties and may not be amended except in writing executed by all parties.
toa- aopa.fba 7/13/98
5.2 This assignment shall be governed by and construed in accordance with the
laws of the State of Colorado.
5.3 The terms of this assignment shall bind and benefit the heirs, legal
representatives, successors and assigns of the parties.
5.4 The invalidity or unenforceability of any one or more provisions of this
assignment shall in no way affect any other provisions.
5.5 All notices under this assignment shall be in writing and shall be deemed to
have been given when presented personally, sent by facsimile transmission,
or when deposited in the United States mail, certified mail, return receipt
requested, addressed as follows (or as contained in any amendments
hereto):
Bank: FirstBank of Avon
Attn: ge f #ooe,-
P. O. Drawer 5270
Avon, CO 81620
Facsimile No. 970 - 845 -3154
with copies to: Norman R. Helwig
Norman R. Helwig, P.C.
P. O. Box 2265
Vail, CO 81658
Facsimile No. 970 - 476 -0216
Town: Town of,,#vo(o n "
Attn:
Facsimile No.
with copies to: John W. Dunn
Dunn, Abplanalp & Christensen, P.C.
108 South Frontage Rd. W., #300
Vail, Co 81657
Facsimile No. 970 - 476 -4765
This assignment is expressly conditioned upon the written consent hereto of the Artist.
toa- aopa.fba 7/13/98
Town of Avon, a Colorado municipality
ATTEST:
c (`
By: By: J
Its Mayorl"^ I Town Clbrk
FirstBank of Avon, a Colorado chartered
banking corporation
By:
Its FreI ;e e-k,
ARTIST'S CONSENT AND CERTIFICATION
The undersigned Artist hereby consents to the above assignment of the purchase
agreement. Artist further agrees that Bank or its designee may enforce the obligations of Artist
under the purchase agreement with the same force and effect as if enforced by Town. In the event
Bank or its designee performs the obligations of Town to any extent under the purchase
agreement, Artist will accept such performance in satisfaction of Town's concomitant obligations.
Artist represents and warrants to Bank as follows: 1) the purchase agreement is valid and
enforceable according to its terms; 2) there has been no prior assignment of the purchase
agreement to any person or entity other than Bank; neither party under the purchase agreement is
currently in default with respect to any term or provision of the purchase agreement; 3) all
covenants, conditions and agreements in the purchase agreement have been duly performed and
satisfied as required in the purchase agreement except for those which are to be performed at a
later date.
Dated:
toa- aopalba 7/13/98
_g
ASSIGNMENT OF PURCHASE AGREEMENT
This assignment is executed this Z a day of T /y , 1998 by and between Town of
Avon, a Colorado municipality ( "Town ") and FirstBank of Avon, a Colorado chartered banking
corporation ( "Bank ").
Recitals
A. Town is the purchaser of bronze sculptures (Phase R consisting of three pieces to
wit: horses numbered 1, 2 and 5) under a purchase agreement (the "Purchase
Agreement ") with Sandy Scott ( "Artist") dated NkA4 ze 1995'
B. Town wishes to assign to Bank all of its right, title and interest under the Purchase
Agreement which Town may have with respect to the three sculpture pieces.
Accordingly, the parties agree as follows:
1. Assignment. Town hereby assigns, transfers, and sets over to Bank all of Town's
right and interest as the purchaser under the Purchase Agreement between Town
and Artist.
2. Bank May Act for Town. Town authorizes Bank and appoints Bank as Town's
attorney in fact to demand, receive, and enforce Town's rights with respect to the
purchase agreement as well as to give appropriate releases and other assurances
for or on behalf of Town and to do any and all acts with respect to these
documents in the name of Town with the same force and effect as Town could do
if this assignment had not been executed.
3. Warranties and Representations of Town. Town represents and warrants to Bank
that no previous assignments of Town's interest under the purchase agreement
have been made to any entity or person other than Bank.
4. Miscellaneous.
4.1 This assignment embodies all written and oral negotiations between the
parties and may not be amended except in writing executed by all parties.
4.2 This assignment shall be governed by and construed in accordance with the
laws of the State of Colorado.
4.3 The terms of this assignment shall bind and benefit the heirs, legal
representatives, successors and assigns of the parties.
4.4 The invalidity or unenforceability of any one or more provisions of this
assignment shall in no way affect any other provisions.
toa- aoplfba 7/14/98
N
4.5 All notices under this assignment shall be in writing and shall be deemed to
have been given when presented personally, sent by facsimile transmission,
or when deposited in the United States mail, certified mail, return receipt
requested, addressed as follows (or as contained in any amendments
hereto):
Bank: FirstBank of Avon
Attn: are '� A Z,-
P. O. Drawer 5270
Avon, CO 81620
Facsimile No. 970 - 845 -3154
with copies to: Norman R. Helwig
Norman R. Helwig, P.C.
P. O. Box 2265
Vail, CO 81658
Facsimile No. 970 - 476 -0216
Town: Town of Avon
Attn:
Facsimile No.
with copies to: John W. Dunn
Dunn, Abplanalp & Christensen, P.C.
108 South Frontage Rd. W., #300
Vail, Co 81657
Facsimile No. 970 - 476 -4765
This assignment is expressly conditioned upon the written consent hereto of the Artist.
Town of Avon, a Colorado municipality
ATTEST:
By: �C?�.Q �� _ By: Zl�
Its Mayor own Vierk
FirstBank of Avon, a Colorado chartered
banking corporation
By.
Its Vu— res ti ; & " f
toa- aop2.fba 7/14/98 2
ARTIST'S CONSENT AND CERTIFICATION
The undersigned Artist hereby consents to the above assignment of the purchase
agreement. Artist further agrees that Bank or its designee may enforce the obligations of Artist
under the purchase agreement with the same force and effect as if enforced by Town. In the event
Bank or its designee performs the obligations of Town to any extent under the purchase
agreement, Artist will accept such performance in satisfaction of Town's concomitant obligations.
Artist represents and warrants to Bank as follows: 1) the purchase agreement is valid and
enforceable according to its terms; 2) there has been no prior assignment of the purchase
agreement to any person or entity other than Bank; neither party under the purchase agreement is
currently in default with respect to any term or provision of the purchase agreement; 3) all
covenants, conditions and agreements in the purchase agreement have been duly performed and
satisfied as required in the purchase agreement except for those which are to be performed at a
later date.
Dated: J � �y
toa- aoplfba 7/14/98
4 -
Lease Agreement Memorandum
This memorandum is intended to amplify and implement the
terms and provisions of a lease agreement (the "Agreement ")
entered into as of July 1, 1998 by and between FirstBank of Avon
( "Lessor ") and Town of Avon ( "Lessee ") relating to the lease of
five sculpture pieces created by Sandy Scott entitled "Rite of
Passage" (the "Sculpture Pieces "). The provisions of this
memorandum shall supplement the Agreement in all respects and
shall not be deemed to revise or eliminate any substantive term
of the Agreement.
1. Title to Sculpture Pieces. Lessor shall have title to
the five Sculpture Pieces at all times during the term
of the Agreement. Contemporaneously with the signing
of the Agreement and this memorandum, Lessee will
convey title to Lessor of any of the five Sculpture
Pieces that are presently titled in the name of Lessee.
The conveyance will be accomplished by a bill of sale
and any other procedures that are mutually acceptable
to the parties.
2. Assignment of Purchase Contract. Lessee will assign to
Lessor all right, title and interest of Lessee in and
to the purchase contract entered into between Lessee
and Sandy Scott for the purchase of the five Sculpture
Pieces.
3. Lease Payments. Payments under the Agreement will be
based upon amounts actually advanced by Lessor for the
purchase of each of the five Sculpture Pieces along
with interest thereon at the rate of 7.42 percent per
annum. The amount of each payment under the Agreement
shall be calculated by Lessor, and notice of the amount
of each payment shall be delivered or mailed to Lessee
at least 15 calendar days prior to the due date of each
payment. All payments shall be made by Lessee on or
before the payment date, and the failure to make any
payment in full within 10 calendar days after the
payment due date shall be considered an event of
default under the Agreement.
4. Net Lease. It is the intention of the parties that the
agreement shall constitute a "net" lease, and that
Lessee shall bear all expenses relating to the
toa- lam.fba 7/10/98 1
Sculpture Pieces including, but not limited to,
maintenance, repair and conditioning costs, insurance
premiums, taxes and charges or assessments of any
nature relating to the placement or use of the
Sculpture Pieces. The parties intend that Lessee shall
bear the entire risk of any loss, theft, destruction or
damage to all or any part of the Sculpture Pieces. In
addition, Lessee has agreed to use the Sculpture Pieces
in a manner that is consistent with all relevant laws,
ordinances and regulations. Lessee, at its own
expense, will defend and resolve any claims against or
affecting the Sculpture Pieces.
5. Termination Rights. The ability of Lessee to terminate
the Agreement because of a failure of Lessee's Council
to approve an appropriation of funds for any payment
coming due under the Agreement shall apply only under
the following conditions:
5.1 Lessee shall send written notice to Lessor of
Lessee's intent to terminate the Agreement at
least 90 days before the effective date of
termination; and
5.2 Lessee shall simultaneously send a copy of such
notice along with an offer to assign its rights
and interest under the Agreement to the Avon Arts
Council; and
5.3 The Avon Arts Council shall indicate in writing
its willingness to act as Lessee's assignee under
the Agreement.
6. Tax Exemption Documents. In order to assure proper tax
treatment of all payments under the Agreement, Lessee
shall execute the standard federal and state tax
documents relating to tax - exempt governmental
obligations.
7. Miscellaneous.
7.1 The terms of the Agreement and this memorandum
shall bind and benefit the legal representatives,
successors and assigns of the parties.
7.2 The invalidity or unenforceability of any one or
more provisions of the Agreement or this
memorandum shall in no way affect any other
provisions.
toa- lam.fba 7/10/98
2
7.3 Lessor may submit copies of this memorandum and
the Agreement to its primary regulators and to any
taxing authority.
Executed as of July 1, 1998.
Memorandum approved
by Town of Avon
By: a 0', -%—&
Its Ma or
FirstBank of Avon
By:
Its
toa- lam.fba 7/10/98 3
Attest:
""I T w rt C r�
NORMAN R. HELWIG, P.C.
Attorney at Law
10403 W. Colfax Ave., Suite 200
Lakewood, Colorado 80215
Telephone: 303 -235 -1130
Facsimile: 303-234-9928
July 9, 1998
VIA FACSIMILE (845 -3154) and U.S. MAIL
Bret Hooper
FirstBank of Avon
P. 0. Drawer 5270
Avon, CO 81620
P. O. Box 2265
Vail, Colorado 81658
Telephone: 970 - 476 -0210
Facsimile: 970 - 476 -0216
Re: Town of Avon Sculpture Lease - FirstBank of Avon
Dear Bret:
Here is the final version of the Lease Agreement Memorandum
as approved by John Dunn. I have visited with him briefly about
the need for us to obtain the Town's cooperation regarding the
title issues as well as to obtain the Town's assignment of its
purchase contract with the artist. We will take care of this in
the days to come. In the meantime, however, John would
appreciate your hand - delivering a bank - executed original of this
document to Chris Nash at the Town offices.
Please call me if you have any questions.
Cordially yours,
dictated by Norm Helwig and faxed/
mailed in his absence to avoid delay
Norman R. Helwig
NRH / j m
Enclosure
January 13, 1998
Letter of Agreement between Sandy Scott, Artist, and the Town of Avon,
Purchaser, for the purchase of two bronze sculptures from the "Rite of
Passage" collection.
1. Phase I
Artist agrees to point up, mold, engineer, and cast horses number
three and four of the "Rite of Passage" series according to the
following term and conditions:
The price for casting and delivery of horses number three and
four is sixty -eight thousand dollars ($68,000) each for a total of one
hundred thirty -six thousand dollars (136,000).
2. Territorial Exclusivity of the "Rite of Passage"
The artist hereby grants the placement of "Rite of Passage" and
guarantees territorial exclusivity of the State of Colorado to the Town
of Avon. No other set of this sculpture will be displayed in the
State.
3. License and Right to Use:
Artist represents and warrants Artist will own all rights in the
Sculpture including copyright, and hereby grants the following
exclusivity and copyright rights to Purchaser:
a. Artist hereby grants to Purchaser irrevocable license and
right to use the Sculpture and image thereof including
promotion and marketing programs, as well as the right to use
the Artist's name as creator and in reference to the Sculpture
in perpetuity. Furthermore, Artist grants Purchaser the
irrevocable right to use the Sculpture image for two -
dimensional items and it's title as trademarks and /or service
marks.
Acknowledged and agreed:
,S.a -ndy S Stud' ,
dated 7 Zo qg
Bret Hooper
Vice President
FirstBank of Avon
P.O. Drawer 5270
Avon, CO 81620
Dear Mr. Hooper:
July 1, 1998
This correspondence pertains to the Lease Agreement between FirstBank
of Avon ( "Lessor ") and the Town of Avon ( "Lessee ") dated July 1, 1998.
The Avon Arts Council has determined that it will serve as the Lessee's
assignee under the Agreement and fulfill the obligations of the Lessee
under the agreement in the event that the Lessee's Council terminates
the Agreement.
Sincerely,
Gloria McRory
President
Avon Arts Council
MAY -28 -98 02:49 PM Knox Gallery 9704765176 P_02
May 28, 1998
Letter of Agreement between Sandy Scott, Artist, and The Town of Avon, Purchaser, for
the purchase of a bronze sculpture, "Rite of Passage", Corrected adderidum, Phase 11.
Artist agrees to point up, mold, engincer, and cast horses number one, two and
five orthc Rite of Passage" series according to the following term and conditions:
The price for the casting and delivery of horses numbers one, two, and five is
seventy ,six thousand dollars (.S ti,000) each for a total of two hundred and twenty -eight
thousand dollars ($228,000),
2. module of Payments:
a. The first payment of one hundred and fourteen thousand is due and payable on
July 15, 1998,
b. 'f °he final payment of ono hundred and fourteen thousand shall be paid on
notilicati9n of winjilminn sand dl'livery of tltr last home!; ( numbers one, twvo and Gvr.) k,f
the edition.
3• &kduie of eliverv:
a. Horses one, two, and live of the edition of five will be completed and delivered
on or before September 15, 1999.
4. Ierrit(jgj4LE&U=i,ty of the; `Rite of Pal~s�ge"
Tlx artist hercby grants the placement car "Rite of Passage" and guarantees
territorial 4xclusivity of the State of Colorado to the Town of Avon. No other set of this
sculpture will be displayed in the State.
5. to Use;
AM W ler.nc ixt and warrunis ArTlsr will own all rights in the; Sculpture including
copyright, and hereby grants the following exclusivity and copyright rights to Purchaser: ss-
a. Artist hereby grants to Purchaser irrevocable license and right to use the
Sculpture and imlt;e thereof including promotion and marketing prog7rams, as well as the
right to use the Artiq's name as creator and in reference to the Sculpture in perpetuity.
Furtfivanorc, Artist Chants PuroNsnr thl- irrevocable right to uEe the Sculpture imago for
two - dimensional items and it's title as trademarks and/or service marks.
Acknowledged and agreed;
Sa
dated L` I/t
dated 5 - xi-
m
1-:TBANK
OF AVON
0011 W. BEAVER CREEK BLVD. P.O. DRAWER 5270 AVON, COLORADO 81620 970 - 949 -0100
August 5, 1998
Jack Fawcett
Mayor
Town of Avon
P.O. Box 975
Avon, CO 81620
Dear Jack:
Please sign the enclosed documents pertaining to the horse sculpture
lease.
Included are two UCC -1 Financing Statements which will perfect the
bank's security interest in the sculptures as agreed in the lease. The
Secretary of State requires that lenders complete the UCC -1 Financing
Statements in duplicate so your signature is required on a total of
four statements.
I have also enclosed a corporate resolution for you to sign, which
specifies that you have the authority to borrow on behalf of the town.
You may recall a similar document that you signed for the authorization
of signing checks and other instruments. I have included a photocopy
of this document for your review.
Your prompt execution of these documents would be appreciated. Please
contact me at 845 -3108 if you have any questions. Thank you.
Sincerely,
Bret Hooper
Vice President
COLORADO UCC -1 FINAINCING STATEIMINT
(See instructions on back)
Standard Form Effective May 1, 1998
Total F= = S16, includes $1. Surcharge
1sT DEBTOR
Name (Last, First): TOWN OF AVON
SSN/FED Tax M: 84 -0771088 Check One:
Street: PO BOX 975 Business 8I
City, State, Zip: AVON, CO 81620 Individual ❑
2nd DEBTOR (Put additional Debtats on attachment)
Name (Last. First):
SSNIFED Tax ID: Check One:
Street: Business ❑
City, State, Zip: Individual ❑
1" SECURED PARTY (Put Additional secured Parties on attachment)
Name (Last, First): FIRSTBANK OF AVON
Street: PO DRAWER 5270
City: State, Zip: AVON, CO 81620
ASSIGNED PARTY (Put Additional assigned Parry on attachment)
Name (Last, First):
Street:
City, State, Zip:
RETURN COPY TO
Name:
Street:
City, State, Zip:
FIRSTBANK OF AVON
PO DRAWER 5270
AVON, CO 81620
Name of the Record Owner of the real property
containing the collateral is:
(See Instruction 13)
Title
C-=CK ONLY ONE (If no box is checked, it will be filed in UCC only)
C� File in UC C ONLY
❑ This statement is to be recorded in the real estate records
ONLY.
❑ This statement is to be filed in UCC AND recorded in the
real estate records. (Requires an additional recording fee).
❑ The debtor is a transmitting utility.
FOR UCC FILINGS (Fill in collateral codes from UCC Codes )
FOR AGRICL-LTURAL = NC=C. a TICN
Check if this filing is intended as EFS notification ❑
Enter EFS collateral code, County Code and crop years covered
If all years are covered, leave from and to dates blank
EFS Code County Code From To
44
(Use if collateral codes do not adequately describe collateral.
SIGN Attach additional pages if necessary)
i LETE DESCRIPTION OF COLLATERAL
i4R .-BRONZE SCULPTURE PIECES DESCRIBED AS HORSES NUMBERED ONE, TWO AND FIVE CREATED
'SANDY SCOTT FROM THE RITE OF PASSAGE COLLECTION, WHICH PIECES WILL BE LOCATED AND
TAT.LED IN PUBLIC FACILITIES KNOW AS "ROUND — ABOUT" LOCATED IN AVON, COLORADO.
-OF AVON Secured Party Signatures (See Instruction 14)
- n _ \ 1, .�T r, _— BRET HOOPER
Debtor gignature(s) (See Instruction 14)
JACK FAWCETT
Printed Name(s)
MAYOR
VICE PRESIDENT
Printed Names)
Title
970/949 -0100 FAX 970/845 -3154
Contact Phone/FAX
COLORADO UCC -1 FINANCING STATEMENT
(See instructions on back)
Standard Form Effective May 1, 1998
Total Fee = $16, includes $1. Surcharge
1sT DEBTOR
Name (Last, First): TOWN OF AVON
SSN/FED Tax ID: 84- 0771088
Check One:
Street: PO BOX 975
Business
KI
City, State, Zip: AVON, CO 81620
Individual
❑
2nd DEBTOR (Put Additional Debtors on attachment)
Name (Last, First):
SSN/FED Tax ID:
Check One:
Street:
Business
❑
City, State, Zip:
Individual
❑
1" SECURED PARTY (Put Additional Secured Parties on attachmerit)
Name (Last, First): FIRSTBANK OF AVON
Street: PO DRAWER 5270
City: State, Zip: AVON, CO 81620
ASSIGNED PARTY (Put Additional Assigned Party on attachment)
Name (Last, First):
Street:
City, State, Zip:
RETURN COPY TO
Name: FIRSTBANK OF AVON
Street: PO DRAWER 5270
City, State, Zip: AVON, CO 81620
Name of the Record Owner of the real property
containing the collateral is:
(See Instruction 13)
Title
CHECK ONLY ONE (if no box is checked, it will be filed in UCC only)
C� File in UCC ONLY
❑ This statement is to be recorded in the real estate records
ONLY.
❑ This statement is to be filed in UCC AND recorded in the
real estate records. (Requires an additional recording fee).
❑ The debtor is a transmitting utility.
FOR UCC FILINGS (Fill in collateral codes from UCC Codes )
FOR AGRICULTURAL LIEN NO=ATION
Check if this filing is intended as EFS notification ❑
Enter EFS collateral code, County Code and crop years covered
If all years are covered, leave from and to dates blank
EFS Code County Code From To
_ 4
(Use if collateral codes do not adequately describe collateral.
Attach additional pages if necessary)
COMPLETE DESCRIPTION OF COLLATERAL
THREE BRONZE SCULPTURE PIECES DESCRIBED AS HORSES NUMBERED ONE, TWO AND FIVE CREATED
BY SANDY SCOTT FROM THE RITE OF PASSAGE COLLECTION, WHICH PIECES WILL BE LOCATED AND
INSTALLED IN PUBLIC FACILITIES KNOW AS "ROUND — ABOUT" LOCATED IN AVON, COLORADO.
TOWN OF AVON
Debtor Signature(s) See Instruction 14)
JACK FARCET
Printed Names)
MAYOR
Secured Party Signatures (See Instruction 14)
BRET HOOPER
VICE PRESIDENT
Printed Name(s)
Title
970/949 -0100 FAX 970/845 -3154
Contact Phone/FAX
COLORADO UCC -1 FINANCING STATEMENT
(See instructions on back)
Standard Form Effective May 1, 1998
Total Fee = $16, includes $1. Surcharge
1sT DEBTOR
Name (Last, First): TOWN OF AVON
SSN/FED Tax M: 84 -0771088 Check One:
Street: PO BOX 975 Business X1
City, State, Zip: AVON, CO 81620 Individual ❑
2nd DEBTOR (Put Additional Debtors on attachment)
Name (Last, First):
SSN/FED Tax ID: Check One:
Street: Business ❑
City, State, Zip: Individual ❑
I" SECURED PARTY (Put Additional Secured Parties on attachment)
Name (Last, First): FIRSTBANK OF AVON
Street: PO DRAWER 5270
City: State, Zip: AVON, CO 81620
ASSIGNED PARTY (Put Additional Assigned Party on attachment)
Name (Last, First):
Street:
City, State, Zip:
RETURN COPY TO
Name: FIRSTBANK OF AVON
Street: PO DRAWER 5270
City, State, Zip: AVON, CO 81620
Name of the Record Owner of the real property
containing the collateral is:
(See Instruction 13)
COTVTLETE DESCRIPTION OF COLLATERAL
Title
CHECK ONLY ONE (Ifno box is checked, it will be filed in UCC only)
2 File in UCC ONLY
❑ This statement is to be recorded in the real estate records
ONLY.
❑ This statement is to be filed in UCC AND recorded in the
real estate records. (Requires an additional recording fee).
❑ The debtor is a transmitting utility.
FOR UCC FILINGS (Fill in collateral codes from UCC Codes )
FOR AGRICULTURAL LIEN NOTIFICATION
Check if this filing is intended as EFS notification ❑
Enter EFS collateral code, County Code and crop years covered
If all years are covered, leave from and to dates blank
EFS Code County Code From To
44
(Use if collateral codes do not adequately describe collateral.
Attach additional pages if necessary)
TWO BRONZE SCULPTURE PIECES DESCRIBED AS HORSES NUMBERED THREE AND FOUR CREATED BY
SANK SCOTT FROM THE RITE OF PASSAGE COLLECTION, WHICH PIECES ARE PRESENTLY LOCATED
AND INSTALLED IN PUBLIC FACILITIES KNOWN AS "ROUND — ABOUT" LOCATED IN AVON, COLORADO.
TOWN OF AV
Debtor Signature() (See Instrucuon i4)
JACK FAWCET
Printed Name(s)
MAYOR
Secured Party Signatures (See Instruction 14)
BRET HOOPER
VICE PRESIDENT Printed Name(s)
970/949 -0100 FAX 970/845 -3154 Title
Contact Phone/FAX
COLORADO UCC -1 FINANCING STATEIffiNT
(Sze instructions on back)
Standard Form Effective May 1, 1998
Total Fee = S16, includes $1. Surcharge
1s'r DEBTOR
`Name (Last, First): TOWN OF AVON
SS2,T5= Tax M: 84- 0771088
Check One:
Street: PO BOX 975
Business
M
City, State, Zip: AVON, CO 81620
Individual
❑
2nd DEBTOR (Put Additional Debtors on attachment)
Name (Last, First):
SSN/FED Tax DD:
Check One:
Street:
Business
❑
City, State, Zip:
Individual
❑
In SE CORED PARTY (Put Additional secured Parties on attachment)
Name (Last, First): FTRSTBANK OF AVON
Street: PO DRAWER 5270
City: State, Zip: AVON, CO 81620
ASSIGNED PARTY (Put Additional Assigned Party on attachment)
Name (Last, First):
Street:
City, State, Zip:
RETURN COPY TO
Name: FIRSTBANK OF AVON
Street: PO DRAWER 5270
City, State, Zip: AVON, CO 81620
Name of the Record Owner of the real property
containing the collateral is:
(See Instruction 13)
COWLETE DESCRIPTION OF COLLATERAL
Title
CHECK ONLY ONE (If no box is checked, it will be filed in UCC only)
13 File in UCC ONLY
❑ This statement is to be recorded in the real estate records
ONLY.
❑ This statement is to be filed in UCC AND recorded in the
real estate records. (Requires an additional recording fee).
❑ The debtor is a transmitting utility.
FOR UCC FILINGS (Fill in collateral codes from UCC Codes )
FOR AGRICULTURAL LIEN NOTIFICATION
Check if this filing is intended as EFS notification ❑
Enter EFS collateral code, County Code and crop years covered
If all years are covered, leave from and to dates blank.
EFS Code County Code From To
44
(Use if collateral codes do not adequately describe collateral.
Attach additional pages if necessary)
TWO BRONZE SCULPTURE PIECES DESCRIBED AS HORSES NUMBERED THREE AND FOUR CREATED BY
SANDY SCOTT FROM THE RITE OF PASSAGE COLLECTION, WHICH PIECES ARE PRESENTLY LOCATED
AND INSTALLED IN PUBLIC FACILITIES KNOWN AS "ROUND— ABOUT" LOCATED IN AVON, COLORADO.
TOWN OF AV
Debtor Signaose s) (Sze Instruction i-F)
JACK FAWC T
Printed Name(s)
MAYOR
Secured Party Signatures (See Instruction 14)
BRET HOOPER
Printed Name(s)
VICE PRESIDENT
970/949 -0100 FAX 970/845 -3154 Title
Contact PhoneJFAY
CORPORATE RESOLUTION 84- 0771088
Oi Tax I.D. Number
LOANS Town of Avon
(Name o(Company)
Account Number(s) PO Box 975
Address
Avon, CO 81620
City, tate,Zip
TO FirstBank of Avon ("Bank')
The following resolutions were unanimously adopted by the Board of Directors of said Company.
I. AUTHORIZING SIGNING OF CHECKS AND OTHER INSTRUMENTS
1. RESOLVED, that any one of ilia following officers or employees of this Company be, and they hereby are authorized, In the name of the
Company, to collect, discount, negotiate, endorse and assign all checks, drafts, notes and other negotiable or non - negotlable Instruments payable to
the Company, or In which this Company has an Interest, and to draw, sign and deliver, In the name of the Company, checks or drafts against the funds
of the Company on deposit in Bank.
2. RESOLVED, that any one of the following officers or employees may endorse, assign, transfer and deliver to Bank on behalf .of the Company
any checks, drafts, negotiable instruments, securities or other financial instruments payable to or for the benefit of the Company.
3. RESOLVED, that any one of the following officers or employees Is authorized to enter Into agreements on behalf of the Company with Bank
to implement additional depository and funds transfer services, Including but not limited to facsimile signature authorizations and agreements, wire
transfer agreements, automated clearinghouse agreements, merchant bank card agreements and payroll deposit programs. By signing this
authorization, the persons signing below acknowledge receipt of a copy of the Deposit Account, Automated Banking Card and Electronic Funds
Transfer Agreements . These persons further agree to be bound by the terms of these agreements as well as all Rules and Regulations which may be
Issued from time to time by Bank governing any banking service.
Only the officers or employees who are signers on the account(s) should sign In the following
section:
Title Print Name
Signature
Title Print Name
Signature
Title Print Name
ignature
Name Signature
Title Print Name Signature
11. BORROWING AUTHORIZATION
4. RESOLVED, that any one of the following officers are authorized on behalf of the Company to borrow money and to obtain lines of
(one /Kvo /etc.)
credit from Bank. As collateral for any existing or future credit obligations of the Company, these designated persons are further authorized to
encumber real and personal property and other assets owned by the Company. These designated persons are further authorized to execute and
deliver promissory notes, security Instruments, loan documents, and other Instruments related to borrowings of the company. These designated
persons are further authorized to execute and deliver any agreement of guaranty, Indomnity, hypothecation, pledge or other agreements in the name
of the Company which Bank may require in connection with credit extensions to Ilia Company. These designated persons are further authorized to
execute any agreement of guaranty, indemnity, hypothecation, pledge or other agreements on behalf of the Company with respect to the
Indebtedness of others and to execute any agreement of guaranty, Indemnity, hypothecation, pledge or other agreements on behalf of the Company
with respect to the Indebtedness of others and to execute assignments and endorse such Instruments as may be necessary to assign or subordinate to
Bank any obligations or debts owed to the Company by other persons or entitles.
The signature(s) of the authorized corporate officers are:
Fawcett
Print Name
Title Print Name Signature
Title Print Name
ignaiure
Title Print Name Signature
Title Print Name Signature
5. FURTHER RESOLVED, that any one of ilia above officers is authorized to certify to Bank that these resolutions have been duly adopted by
the Board of Directors of the Company. The Board of Directors further resolves and agrees that these resolutions will bind Ilia Company until written
notice is delivered to Bank stating that the resolutions have been amended or revoked.
6. FURTHER RESOLVED, that the authority of the aforesaid officers and employees to perform each and all of the powers conferred by the
foregoing resolutions shall continue until notice In Writing, terminating such authority, shall be served upon said Bank, and shall be noted upon the
certified copy of such resolutions delivered to said Bank.
NOTICE
The undersigned and each person signing above as an authorized person under Part I or Part II consents and agrees that Bank may obtain a credit
report and any other Information It considers appropriate concerning the Company as well as any of the authorized persons in their personal
capacities.
i ne unaersignea oriicer(s) of the Uompany hereby certify that the above resolutions were unanimolussll 8 adopted In accordance with applicable law at.
meeting of the Board of Directors of the Company duly called and held on June 23 ; and that these resolutions
have not been modified or rescinded in any manner. The undersigned further certify that all of the persons signing above are duly - elected officers or
otherwise authorized to act on behalf of the Company in ilia capacities described, and that all of the original signatures contained in this resolution are
genuine in all respects.
Executed on July 1, 1998
SEAL
yor
Signature I k Fawce t Title
Signature Title
:ORPnES /0115 (0/051
353 - 052 -2600
CORPORATE ;
84- 0771088
353 -0 -291
Signature
oRESOLUTION
Tax I.D. Number
353 - 052 -2880
TOWN OF AVON
Signature
MASTER ESCROW
Print Name
(Name of Company)
Account Number(s)
N
PO BOX 975
_ ,,��''�� .,T
'vED D
(Address)
�;a
AVON, CO 81620
(City, State,Zip)
MAR 0 4 1997.�
TO FirstBAnk n Avc1n ("Bank ")
The following resolutions were unanimously
adopted
by the Board of Directors of said Company.
Firsi aia" A Of Avon j
1. AUTHORIZING SIGNING OF CHECKS AND OTHER INSTRUMENTS
1. RESOLVED, that any one of the following officers or employees of this Company be, and they hereby are authorized, in the name of the
Company, to collect, discount, negotiate, endorse and assign all checks, drafts, notes and other negotiable or non - negotiable instruments payable to
the Company, or in which this Company has an interest, and to draw, sign and deliver, in the name of the Company, checks or drafts against the funds
of the Company on deposit in Bank.
2. RESOLVED, that any one of the following officers or employees may endorse, assign, transfer and deliver to Bank on behalf'of the Company
any checks, drafts, negotiable instruments, securities or other financial instruments payable to or for the benefit of the Company.
3. RESOLVED, that any one of the following officers or employees is authorized to enter into agreements on behalf of the Company with Bank
to implement additional depository and funds transfer services, including but not limited to facsimile signature authorizations and agreements, wire
transfer agreements, automated clearinghouse agreements, merchant bank card agreements and payroll deposit programs. By signing this
authorization, the persons signing below acknowledge receipt of a copy of the Deposit Account, Automated Banking Card and Electronic Funds
Transfer Agreements . These persons further agree to be bound by the terms of these agreements as well as all Rules and Regulations which may be
issued from time to time by Bank governing any banking service.
Only the officers or employees who are signers on the account(s) should sign In the
Finance Director
"I'e Print Name Si ature
Mayor Jack Fawcett .
Title Print Name Sig ature
Finance Officer Valerie McCoy I .1 1 /i % t e t it c.__
Title Print Name
Signature
Title Print Name Signature
If. BORROWING AUTHORIZATION
4. RESOLVED, that any NA of the following officers are authorized on behalf of the Company to borrow money and to obtain lines of
(one /two /etc.)
credit from Bank. As collateral for any existing or future credit obligations of the Company, these designated persons are further authorized to
encumber real and personal property and other assets owned by the Company. These designated persons are further authorized to execute and
deliver promissory notes, security instruments, loan documents, and other Instruments related to borrowings of the company. These designated
persons are further authorized to execute and deliver any agreement of guaranty, indemnity, hypothecation, pledge or other agreements in the name
of the Company which Bank may require in connection with credit extensions to the Company. These designated persons are further authorized e
execute any agreement of guaranty, indemnity, hypothecation, pledge or other agreements on behalf of the Company with respect to the
indebtedness of others and to execute any agreement of guaranty, indemnity, hypothecation, pledge or other agreements on behalf of the Company
with respect to the Indebtedness of others and to execute assignments and endorse such Instruments as may be necessary to assign o subordinate to
Bank any obligations or debts owed to the Company by other persons or entities.
The signature(s) of the authorized corporate officers are:
Title
Print Name
Signature
Title
Print Name
Signature
Title
Print Name
Signature
Signature
Title
Print Name
Title Print Name Signature
5. FURTHER RESOLVED, that any one of the above officers is authorized to certify to Bank that these resolutions have been duly adopted by
the Board of Directors of the Company. The Board of Directors further resolves and agrees that these resolutions will bind the Company until written
notice is delivered to Bank stating that the resolutions have been amended or revoked.
6. FURTHER RESOLVED, that the authority of the aforesaid officers and employees to perform each and all of the powers conferred by the
foregoing resolutions shall continue until notice in writing, terminating such authority, shall be served upon said Bank, and shall be noted upon the
certified copy of such resolutions delivered to said Bank.
NOTICE
The undersigned and each person signing above as an authorized person under Part I or Part II consents and agrees that Bank may obtain a credit
report and any other information it considers appropriate concerning the Company as well as any of the authorized persons in their personal
capacities.
The undersigned officer(s) of the Company hereby certify that the above resolutions were unanimously ado ted In accordance with applicable law at a
meeting of the Board of Directors of the Company duly called and held on January -2 8 , sign
19 1957 and that these resolutions
have not been modified or rescinded in any manner. The undersigned further certify that all of the persons ing above are duly - elected officers or
otherwise authorized to act on behalf of the Company in the capacities described, and that all of the original signatures contained in this resolution are
genuine in all respects.
Executed on January 29, 19 9 7
SEAL
Mayor
Signature Title
Signature Title
RPRES / #115 (9 /e5)
LEASE AGREEMENT
THIS LEASE AGREEMENT is entered into as of the 1St day
of July, 1998, between FIRSTBANK OF AVON ( "Lessor ") and TOWN OF
AVON ( "Lessees ") with respect to Sandy Scott's sculpture of five
horses titled "Rite of Passage" ( "the Sculpture ").
LEASE TERM. Lessor leases the Sculpture to Lessee for
a term of thirty -one months commencing on July 1, 1998, and
ending on February 1, 2001.
LEASE PRICE. The lease price is $228,000,togther with
interest on the unpaid principal balance at the rate of 7.42% per
annum.
TITLE - SECURITY. During the term of this Lease, title
to the Sculpture will be in the name of the Lessor. To secure
the payment of all of Lessee's obligations to Lessor hereunder,
Lessee grants to Lessor a security interest in the Sculpture and
agrees to execute such additional documents, in form satisfactory
to Lessor, as Lessor deems necessary or advisable to establish
and maintain its security interest in the Sculpture.
LEASE PAYMENTS. Lease payments in the amount of
$76,000 each, together with then accrued interest, shall be made
on February 1, 1999, February 1, 2000, and February 1, 2001,
subject to annual appropriation.
NONAPPROPRIATION. It is Lessee's intent to make lease
payments for the full term. However, if Lessee 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, 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
such event Lessor shall be entitled to return of possession of
the Sculpture and to retention of all lease payments already
made, together with costs of taking possession and storing the
sculpture pending its disposition.
INSURANCE. At its own expense, Lessee shall cause
casualty insurance to be carried and maintained with respect to
the Sculpture with loss payable to Lessor and shall carry public
liability and property damage insurance sufficient to protect
Lessor from liability in all events. Lessee shall provide a
certificate of insurance in evidence thereof.
DAMAGE OR DESTRUCTION OF EQUIPMENT. In the event the
Sculpture is partially damaged or destroyed, Lessee shall have
the option to terminate this Agreement upon making of the payment
due during the then current fiscal period.
OPTION TO PURCHASE. Lessee 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. Making of the final lease payment on or before
January 15, 2001, 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 Lessee.
MISCELLANEOUS. An express waiver by Lessor of Lessee's
breach of any term, covenant or condition hereof shall not be a
waiver of any subsequent breach of the same or any other term,
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.
ST:
erk
TOWN OF AVON
By: a•-�
Mayor
FIRSTBANK OF AVON
<� ze
a
4
OF AVON
TO
FROM:
DATE:
SUBJECT
0011 W. BEAVER CREEK BLVD. P.O. DRAWER 5270 AVON, COLORADO 81620 970 - 949 -0100
M E M O
Town of Avon Lease File
Bret Hooper
July 20, 1998
Lease inconsistency
The Lease Agreement dated July 1, 1998 and executed July 20, 1998
contains a minor inconsistency: The Option to Purchase section
specifies that the last payment is due on January 15, 2001. However,
the Lease Payments section lists February 1, 2001 as the payment date.
Originally, the Lease Payments section also listed Juanuary 15 as the
payment date, but the bank and the town agreed to delay payments until
February 1. Therefore, since the intent of the agreement was to
consider February 1, 2001, as the maturity date, the bank has agreed to
honor this delay with respect to the Option to Purchase section also.
.4
Lease Agreement Memorandum
This memorandum is intended to amplify and implement the
terms and provisions of a lease agreement (the "Agreement ")
entered into as of July 1, 1998 by and between FirstBank of Avon
( "Lessor ") and Town of Avon ( "Lessee ") relating to the lease of
five sculpture pieces created by Sandy Scott entitled "Rite of
Passage" (the "Sculpture Pieces "). The provisions of this
memorandum shall supplement the Agreement in all respects and
shall not be deemed to revise or eliminate any substantive term
of the Agreement.
1. Title to Sculpture Pieces. Lessor shall have title to
the five Sculpture Pieces at all times during the term
of the Agreement. Contemporaneously with the signing
of the Agreement and this memorandum, Lessee will
convey title to Lessor of any of the five Sculpture
Pieces that are presently titled in the name of Lessee.
The conveyance will be accomplished by a bill of sale
and any other procedures that are mutually acceptable
to the parties.
2. Assianment of Purchase Contract. Lessee will assign to
Lessor all right, title and interest of Lessee in and
to the purchase contract entered into between Lessee
and Sandy Scott for the purchase of the five Sculpture
Pieces.
3. Lease Payments. Payments under the Agreement will be
based upon amounts actually advanced by Lessor for the
purchase of each of the five Sculpture Pieces along
with interest thereon at the rate of 7.42 percent per
annum. The amount of each payment under the Agreement
shall be calculated by Lessor, and notice of the amount
of each payment shall be delivered or mailed to Lessee
at least 15 calendar days prior to the due date of each
payment. All payments shall be made by Lessee on or
before the payment date, and the failure to make any
payment in full within 10 calendar days after the
payment due date shall be considered an event of
default under the Agreement.
4. Net Lease. It is the intention of the parties that the
agreement shall constitute a "net" lease, and that
Lessee shall bear all expenses relating to the
toa- lam.fba 7/10/98 1
Sculpture Pieces including, but not limited to,
maintenance, repair and conditioning costs, insurance
premiums, taxes and charges or assessments of any
nature relating to the placement or use of the
Sculpture Pieces. The parties intend that Lessee shall
bear the entire risk of any loss, theft, destruction or
damage to all or any part of the Sculpture Pieces. In
addition, Lessee has agreed to use the Sculpture Pieces
in a manner that is consistent with all relevant laws,
ordinances and regulations. Lessee, at its own
expense, will defend and resolve any claims against or
affecting the Sculpture Pieces.
5. Termination Riahts. The ability of Lessee to terminate
the Agreement because of a failure of Lessee's Council
to approve an appropriation of funds for any payment
coming due under the Agreement shall apply only under
the following conditions:
5.1 Lessee shall send written notice to Lessor of
Lessee's intent to terminate the Agreement at
least 90 days before the effective date of
termination; and
5.2 Lessee shall simultaneously send a copy of such
notice along with an offer to assign its rights
and interest under the Agreement to the Avon Arts
Council; and
5.3 The Avon Arts Council shall indicate in writing
its willingness to act as Lessee's assignee under
the Agreement.
6. Tax Exemption Documents. In order to assure proper tax
treatment of all payments under the Agreement, Lessee
shall execute the standard federal and state tax
documents relating to tax - exempt governmental
obligations.
7. Miscellaneous.
7.1 The terms of the Agreement and this memorandum
shall bind and benefit the legal representatives,
successors and assigns of the parties.
7.2 The invalidity or unenforceability of any one or
more provisions of the Agreement or this
memorandum shall in no way affect any other
provisions.
toa- lam.fba 7/10/98 2
7.3 Lessor may submit copies of this memorandum and
the Agreement to its primary regulators and to any
taxing authority.
Executed as of July 1, 1998.
Memorandum approved
by Town of Avon
By: a a
Its Mayor
FirstBank of Avon
By:
Its
toa- lam.fba 7/10/98 3
Attest:
���1 / JC✓l
NORMAN R. HELWIG, P.C.
Attorney at Law
10403 W. Colfax Ave., Suite 200
Lakewood, Colorado 80215
Telephone: 303 - 235 -1130
Facsimile: 303-234-9928
July 9, 1998
VIA FACSIMILE (845 -3154) and U.S. MAIL
Bret Hooper
FirstBank of Avon
P. 0. Drawer 5270
Avon, CO 81620
P. O. Box 2265
Vail, Colorado 81658
Telephone: 970 - 476 -0210
Facsimile: 970 - 476 -0216
Re: Town of Avon Sculpture Lease - FirstBank of Avon
Dear Bret:
Here is the final version of the Lease Agreement Memorandum
as approved by John Dunn. I have visited with him briefly about
the need for us to obtain the Town's cooperation regarding the
title issues as well as to obtain the Town's assignment of its
purchase contract with the artist. We will take care of this in
the days to come. In the meantime, however, John would
appreciate your hand - delivering a bank - executed original of this
document to Chris Nash at the Town offices.
Please call me if you have any questions.
Cordially yours,
dictated by Norm Helwig and faxed/
mailed in his absence to avoid delay
Norman R. Helwig
NRH /jm
Enclosure
July 1, 1998
Bret Hooper
Vice President
FirstBank of Avon
P.O. Drawer 5270
Avon, CO 81620
Dear Mr. Hooper:
This correspondence pertains to the Lease Agreement between FirstBank
of Avon ( "Lessor ") and the Town of Avon ( "Lessee ") dated July 1, 1998.
The Avon Arts Council has determined that it will serve as the Lessee's
assignee under the Agreement and fulfill the obligations of the Lessee
under the agreement in the event that the Lessee's Council terminates
the Agreement.
Sincerely,
Gloria McRcry
President
Avon Arts Council
January 13, 1998
Letter of Agreement between Sandy Scott, Artist, and the Town of Avon,
Purchaser, for the purchase of two bronze sculptures from the "Rite of
Passage" collection.
1. Phase I
Artist agrees to point up, mold, engineer, and cast horses number
three and four of the "Rite of Passage" series according to the
following term and conditions:
The price for casting and delivery of horses number three and
four is sixty -eight thousand dollars ($68,000) each for a total of one
hundred thirty -six thousand dollars (136,000).
2. Territorial Exclusivity of the "Rite of Passage"
The artist hereby grants the placement of "Rite of Passage" and
guarantees territorial exclusivity of the State of Colorado to the Town
of Avon. No other set of this sculpture will be displayed in the
State.
3. License and Right to Use:
Artist represents and warrants Artist will own all rights in the
Sculpture including copyright, and hereby grants the following
exclusivity and copyright rights to Purchaser:
a. Artist hereby grants to Purchaser irrevocable license and
right to use the Sculpture and image thereof including
promotion and marketing programs, as well as the right to use
the Artist's name as creator and in reference to the Sculpture
in perpetuity. Furthermore, Artist grants Purchaser the
irrevocable right to use the Sculpture image for two -
dimensional items and it's title as trademarks and /or service
marks.
Acknowledged and agreed:
�Sy S Stud' ,
dated %
20 qg
HILL OF SALE
KNOW A1,1,111' TIIESE I'll ESEN I ;S, -I flat Sandy Scott
of the
* Counly of Larimer . Stale of Colorado,
(Seller), for and in consideration of
ONE HUNDRED THIRTY SIX THOUSAND AND 00/100 - - -- Dollars,
to Ri/ in (land paid, at or before the cnsealing or delivery of these presents by
tier
Town of Avon
of the
County of Eagle , in the State of Colorado, l _-
(Buyer), the receipt of which is heleby acknowledged, has bargained and sold, and by these presents does grant and convey
unto the said Buyer, Iris personal representatives, successors and assigns, the following property, goods and chattels, to wit:
Two bronze sculpture pieces described as horses numbered
three and four created by Sandy Scott from the Rite of Passage.
Collection, which pieces are presently located and installed
in public facilities known as "round— about" located in
Avon, Colorado.
Wik-Of
TO I IAVE ANI) TO HOLD file same unto the said Buyer, his personal representatives, successors and assigns, forever.
Tlie said Seller covenants and agrees to and with (he Buyer, his personal representatives, successors and assigns, to WAR -
ItANT AND DEPEND the sale of said properly, goods and chattels, against all and every person or persons whomever.
When used herein, file singular shall include the plural, the plural the singular, and the use of any gender shall be applicable
to all genders. 20' /99�
IN WITNESS WI IEREOf•, the Sellcr has executed Ihis Bill of Sale on y
STAI li Of COL(.
-____. — Counly of
Tile foregoing instru
2 D
was ack no%% lcdged before me this day of
My Commission expires __q J_-�/!�
•II in Deliver, insert "City and ".
Witness my liand and official seal.
—� _ Nntnrl PuIr1Ic
II .. - - - - -- — - - -- — -
(dn 1t,A. Rev. 9 83. 11111. Or SALE IhndGn.l Puldhhing, 1141 Wn,— SI . Itraen, M 807W (101) 202 -7110 -- 12 -71
Il'i1 Jr
i
I
r
BILL OF SALE
KNOW ALL BY THESE PRESENTS, That
Town of Avon of the
��)� * County of Eagle , State of Colorado,
;NeDOLLARSdAND OTHERoGOOD AND VALUABLE CONSIDERA
)$$Wra,
to/I4 i in hand paid, at or before the ensealing or delivery of these presents by
it FirstBank of Avon
of the
County of Eagle , in the State of Colorado, I
(Buyer), the receipt of which is hereby acknowledged, has bargained and sold, and by these presents does grant and convey
unto the said Buyer, N personal representatives, successors and assigns, the following property, goods and chattels, to wit:
its
Two bronze sculpture pieces described as horses numbered three and four
created by Sandy Scott from the Rite of Passage Collection, which pieces
are presently located and installed in public facilities known as
''round — about" located in Avon, Colorado.
lIGdddd/akl
TO HAVE AND TO HOLD the same unto the said Buyer, his personal representatives, successors and assigns, forever.
The said Seller covenants and agrees to and with the Buyer, his personal representatives, successors and assigns, to WAR-
RANT AND DEFEND the sale of said property, goods and chattels, against all and every person or persons whomever.
When used herein, the singular shall include the plural, the plural the singular, and the use of any gender shall be applicable
to all genders.
IN WITNESS WHEREOF, the Seller has executed this Bill of Sale on
Date
TOWN OF AVON, A Colorado Municipality
Attest: .� /� _ By: -rC�
tylpj tt- Town Clerk
Title:
by
STATE OF COLORADO,
ss.
County of
The foregoing instrument was acknowledged before me this day of
Witness my hand and official seal.
My Commission expires
If in Denver, insert "City and ".
Notary Public
No. 35A. Rev. 9 -83. BILL OP SALE. Rradford Publishing, 1743 WIM St., Denver, CO 80202 —(303) 292-2500— 12 -97 Q
ASSIGNMENT OF PURCHASE AGREEMENT AND
CONVEYANCE OF SCULPTURE PIECES
This assignment is executed this 2 ()() day of d,, ) � _ , 1998 by and between Town of
Avon, a Colorado municipality ( "Town ") and FirstBank of Avon, a Colorado chartered banking
corporation ( "Bank ").
Recitals
A. Town is the purchaser of bronze sculptures (Phase I consisting of two pieces to
wit: horses numbered 3 and 4) under a purchase agreement (the "Purchase
Agreement ") with Sandy Scott ( "Artist ") dated 13, 1995'
B. Town wishes to assign to Bank all of its right, title and interest under the Purchase
Agreement and to also convey to Bank any title which Town may have with
respect to the two sculpture pieces.
Accordingly, the parties agree as follows:
Assia ment. Town hereby assigns, transfers, and sets over to Bank all of Town's
right and interest as the purchaser under the Purchase Agreement between Town
and Artist.
2. Conveyance of Sculpture Pieces. Town agrees to execute an appropriate bill of
sale conveying the Phase I sculpture pieces to Bank in consideration of the
execution by Town and Bank of a lease agreement relating to the Phase I and
Phase H sculpture pieces.
Bank May Act for Town. Town authorizes Bank and appoints Bank as Town's
attorney in fact to demand, receive, and enforce Town's rights with respect to the
purchase agreement as well as to give appropriate releases and other assurances
for or on behalf of Town and to do any and all acts with respect to these
documents in the name of Town with the same force and effect as Town could do
if this assignment had not been executed.
4. Warranties and Representations of Town. Town represents and warrants to Bank
that no previous assignments of Town's interest under the purchase agreement
have been made to any entity or person other than Bank.
5. Miscellaneous.
5.1 This assignment embodies all written and oral negotiations between the
parties and may not be amended except in writing executed by all parties.
toa- aopaiba 7/13/98
5.2 This assignment shall be governed by and construed in accordance with the
laws of the State of Colorado.
5.3 The terms of this assignment shall bind and benefit the heirs, legal
representatives, successors and assigns of the parties.
5.4 The invalidity or unenforceability of any one or more provisions of this
assignment shall in no way affect any other provisions.
5.5 All notices under this assignment shall be in writing and shall be deemed to
have been given when presented personally, sent by facsimile transmission,
or when deposited in the United States mail, certified mail, return receipt
requested, addressed as follows (or as contained in any amendments
hereto):
Bank: FirstBank of Avon
Attn: gee f J�ooaz�
P. O. Drawer 5270
Avon, CO 81620
Facsimile No. 970 - 845 -3154
with copies to: Norman R. Helwig
Norman R. Helwig, P.C.
P. O. Box 2265
Vail, CO 81658
Facsimile No. 970 - 476 -0216
Town: Town of von
Attn:�Z t9,
Facsimile No.
with copies to: John W. Dunn
Dunn, Abplanalp & Christensen, P.C.
108 South Frontage Rd. W., #300
Vail, Co 81657
Facsimile No. 970 - 476 -4765
This assignment is expressly conditioned upon the written consent hereto of the Artist.
toa- aopaiba 7/13198 2
Town of Avon, a Colorado municipality
ATTEST: (�
By: BY:
✓' ' J
�r v �-�--
Its Mayor 1 Q Zawn C rk
FirstBank of Avon, a Colorado chartered
banking corporation
By: 1
Its
ARTIST'S CONSENT AND CERTIFICATION
The undersigned Artist hereby consents to the above assignment of the purchase
agreement. Artist further agrees that Bank or its designee may enforce the obligations of Artist
under the purchase agreement with the same force and effect as if enforced by Town. In the event
Bank or its designee performs the obligations of Town to any extent under the purchase
agreement, Artist will accept such performance in satisfaction of Town's concomitant obligations.
Artist represents and warrants to Bank as follows: 1) the purchase agreement is valid and
enforceable according to its terms; 2) there has been no prior assignment of the purchase
agreement to any person or entity other than Bank; neither party under the purchase agreement is
currently in default with respect to any term or provision of the purchase agreement; 3) all
covenants, conditions and agreements in the purchase agreement have been duly performed and
satisfied as required in the purchase agreement except for those which are to be performed at a
later date.
Dated: u �y
toa- aopa.fba 7/13/98
MAY -28 -98 02:49 PM Knox Gallery 9704763176 P.e2
May 28, 1998
Letter of Agreement between Sandy Scott, Artist, and The Town of Avon, Purchaser, for
the purchase of a bronze sculpture, "Rite ofPa.�age ". Corrected addendum, Phase II.
1. Phts.�
Artist agrees to point up, mold, engineer, attd cast horses number one, two and
Five of the Rite of Passage" series according to the following term and conditions:
The pricC for the casting and delivery ofhorses numbers one, two, and five is
seventy six thousand dollars ($76,000) each for a total of two hundred and twenty -eight
thousand dollars ($228,000).
2 &had ule of Pavrn ;
a. The first payment of one hundn:; j and rourtern thousand is due and payable on
July 15, 1998,
b, The Final payment of ono hundrod ttnd fourteen thousand shall be paid on
notification Qf 99inpiction "and dt,,Jivery of thr last har.,at; (flUmbers cane, twa and live) e,f
the edition.
3. 5.ck uie c)Qclivery:
a. Horses one, two, and rive of the edition of five will be completed and delivered
on or before September 15, 1999,
4. TerTi (j i -.xclu jty of thc,,;`Rltd of PaSC��r "
The artist hereby grants the placement ar "Rite of Passage" and guarantees
territorial chclusivity of the State of Colorado to the Town of Avon. No other set of this
sculpture will be displayed in the State.
5. L =xiag and Ri ht.to Use;
Ami,t laymmxi and wurnints AMST will own all rights in the sculpture including
copyright, and hereby grants the following exclusivity and copyright rights to Purchaser:
a. Artist hereby grants to Purchaser irrevocable liconse and right to use the
Sculpture and im,1t;K thcrcof including promotion and marketing programs, as well as the
right to use the Arrisl',,s name as erealor end in reference to the Sculpture in perpetuity.
Furth4tttlore. Artist grants Purchaser thl� irrevocable right to use the Seulpturo imnge for
two - dimensional items and it's title as trademarks and/or service marks.
Acknowledged and agreed;
n['
Sa
dated? . t
dated,, _
BILL 017 SALE
KNOW ALL BY TI IE''SE I'll ESE NTS, That Sandy Scott
of the
* County of Larimer , Slate of Colorado,
(Seller), for and in consideration of
TWO— HUNDRED — TWENTY— EIGHT — THOUSAND— AND -00 /100 - - -- Dollars,
tolielr in hand paid, at or before (lie ensealing or delivery of these presents by
FirstBank of Avon
of the
County of Eagle , in the Slate of Colorado,
(Buyer), the receipt of which is hereby acknowledged, has bargained and sold, and by these presents does grant and convey
unto the said Buyer, his personal representatives, successors and assigns, (he following property, goods and chattels, to wit:
Three bronze sculpture pieces described as horses numbered one,
two and five created by Sandy Scott from the Rite of Passage
Collection, which pieces will be located and installed in public
facilities known as "round— about" located'in Avon, Colorado.
/lAV14071/
TO HAVE AND TO IIOLD the same unto the said Buyer, his personal representatives, successors and assigns, forever.
The said Seller covenants and agrees to and with the Buyer, his personal representatives, successors and assigns, to WAR-
RANT AND DEFEND the sale of said property, goods and chattels, against all and every person or persons whomever.
When used herein, the singular shall include the plural, the plural the singular, and the use of any gender shall be applicable
to all genders.
IN WITNESS WHEREOF, the Seller has executed this Bill of Sale on J u, -2 O )
I Date
STATE OF COLORADO,
s:
County of _ei /e'
The foregoing instrument was acknowledged before me this 20 clay of 71-
by SA r
d v S( -
- -
My Commission expires
Witness my hand and official seat.
Notary Public
*If in Denver, insert "City and ".
Nn. 35A, Res-. 9 -83. BILL OF SALE. nradfo,d Publishing, 1743 wazee St., Denver, CO 811202 —(303) 292-2500— 12.91 C }l�
ASSIGNMENT OF PURCHASE AGREEMENT
This assignment is executed this I day of .1,) l,, , 1998 by and between Town of
Avon, a Colorado municipality ("Town") and FirstBank of Avon, a Colorado chartered banking
corporation ( "Bank ").
Recitals
A Town is the purchaser of bronze sculptures (Phase H consisting of three pieces to
wit: horses numbered 1, 2 and 5) under a purchase agreement (the "Purchase
Agreement ") with Sandy Scott ( "Artist ") dated NIA, zs 199?
B. Town wishes to assign to Bank all of its right, title and interest under the Purchase
Agreement which Town may have with respect to the three sculpture pieces.
Accordingly, the parties agree as follows:
Assignment. Town hereby assigns, transfers, and sets over to Bank all of Town's
right and interest as the purchaser under the Purchase Agreement between Town
and Artist.
2. Bank May Act for Town. Town authorizes Bank and appoints Bank as Town's
attorney in fact to demand, receive, and enforce Town's rights with respect to the
purchase agreement as well as to give appropriate releases and other assurances
for or on behalf of Town and to do any and all acts with respect to these
documents in the name of Town with the same force and effect as Town could do
if this assignment had not been executed.
3. Warranties and Representations of Town. Town represents and warrants to Bank
that no previous assignments of Town's interest under the purchase agreement
have been made to any entity or person other than Bank.
4. Miscellaneous.
4.1 This assignment embodies all written and oral negotiations between the
parties and may not be amended except in writing executed by all parties.
4.2 This assignment shall be governed by and construed in accordance with the
laws of the State of Colorado.
4.3 The terms of this assignment shall bind and benefit the heirs, legal
representatives, successors and assigns of the parties.
4.4 The invalidity or unenforceability of any one or more provisions of this
assignment shall in no way affect any other provisions.
toa- aoplfba 7/14/98
4.5 All notices under this assignment shall be in writing and shall be deemed to
have been given when presented personally, sent by facsimile transmission,
or when deposited in the United States mail, certified mail, return receipt
requested, addressed as follows (or as contained in any amendments
hereto):
Bank: FirstBank of Avon
Attn: t�re �o o�er
P. O. Drawer 5270
Avon, CO 81620
Facsimile No. 970 - 845 -3154
with copies to: Norman R. Helwig
Norman R. Helwig, P.C.
P. O. Box 2265
Vail, CO 81658
Facsimile No. 970 - 476 -0216
Town: Town of Avon
Attn:
Facsimile No.
with copies to: John W. Dunn
Dunn, Abplanalp & Christensen, P.C.
108 South Frontage Rd. W., #300
Vail, Co 81657
Facsimile No. 970 - 476 -4765
This assignment is expressly conditioned upon the written consent hereto of the Artist.
Town of Avon, a Colorado municipality
ATTEST:
By: �i5 1� �_I �-w-�a , By:
Its Mayor I kj&i own VIerk
FirstBank of Avon, a Colorado chartered
banking corporation
By:
Its
toa- aop2.fba 7/14/98 2
ARTIST'S CONSENT AND CERTIFICATION
The undersigned Artist hereby consents to the above assignment of the purchase
agreement. Artist further agrees that Bank or its designee may enforce the obligations of Artist
under the purchase agreement with the same force and effect as if enforced by Town. In the event
Bank or its designee performs the obligations of Town to any extent under the purchase
agreement, Artist will accept such performance in satisfaction of Town's concomitant obligations.
Artist represents and warrants to Bank as follows: 1) the purchase agreement is valid and
enforceable according to its terms; 2) there has been no prior assignment of the purchase
agreement to any person or entity other than Bank; neither party under the purchase agreement is
currently in default with respect to any term or provision of the purchase agreement; 3) all
covenants, conditions and agreements in the purchase agreement have been duly performed and
satisfied as required in the purchase agreement except for those which are to be performed at a
later date.
Dated: J � /y
toa- aoplfba 7/14/98
MAY -28 -98 92:49 PM Knox Gallery 9764765176
May 28, 1998
Later ofAgreement between Sandy Scott, Artist, and The Town of Avon, Purchaser, for
the purchase of a bronze sculpture, "Rite of Passage", Corrected addendum. Phase 11.
Artist agrees to point up, mold, engineer, and cast horses number one, two and
five of the Rite of Passage" series according to the following term and conditions:
The price for the casting; and delivery of horses numbers one, two, and five is
seventy ,six thousand dollars ($76,000) each for a total of two hundred and twenty -eight
thousand dollars ($228,000),
2. module of &==:
a. The Iirst payment of one hundred and rourteon thousand is due and payable nn.
July 15, 1998,
b. 'I "he Final payment of ono hundred ttnd fourteen thousand shall be paid on
notilicatign of winpletion and dt- ivery of the last horra!; (nurnbars one, twa aisd GN-U) sir
the edition.
3. ule of [2c,livecy:
a. Horses one, two, and rive of the edition ol'five will be completed and delivered
on or before September 15, 1999,
4. Tt�gl Exclusi.Yl,ty Of thc,,;`Ritea oFPasc� e„
Tk artist hereby grants the placement or "R,ite of Passage" and guarantees
territorial cx4luyivity of the State of Colorado to the Town of Avon. No other set of this
sculpture will be displayed in the State.
5. Loa= and Riglit,.iu Use.-
Ami61 IcyluNu,it and warrants ArTisT will own all rights in the sculpture including
copyright, and hereby grants the following exclusivity acid copyright rights to Purchaser:
a. Artist hereby grants to Purchaser irrevocable license and right to use the
Sculpture and imige thereof including promotion and marketing programs, as well as the
right to use the Artkj's name as crealnr and in reference to the Sculpture in perpetuity.
FurthMilvrs:, Artist Lrmnts Purchaser floc irrevocable right to uEc tha Sculpture image for
two- dimensionttl items and it's title as trademarks and/or service marks.
Acknowledged and agreed:
Town of Aver}�r
dated
P.92
ASSIGNMENT OF PURCHASE AGREEMENT
This assignment is executed this _ day of , 1998 by and between Town of
Avon, a Colorado municipality ( "Town ") and FirstBank of Avon, a Colorado chartered banking
corporation ( "Bank ").
Recitals
A. Town is the purchaser of bronze sculptures (Phase H consisting of three pieces to
wit: horses numbered 1, 2 and 5) under a purchase agreement (the "Purchase
Agreement ") with Sandy Scott ( "Artist") dated
B. Town wishes to assign to Bank all of its right, title and interest under the Purchase
Agreement which Town may have with respect to the three sculpture pieces.
Accordingly, the parties agree as follows:
Assi nment. Town hereby assigns, transfers, and sets over to Bank all of Town's
right and interest as the purchaser under the Purchase Agreement between Town
and Artist.
2. Bank May Act for Town. Town authorizes Bank and appoints Bank as Town's
attorney in fact to demand, receive, and enforce Town's rights with respect to the
purchase agreement as well as to give appropriate releases and other assurances
for or on behalf of Town and to do any and all acts with respect to these
documents in the name of Town with the same force and effect as Town could do
if this assignment had not been executed.
Warranties and Representations of Town. Town represents and warrants to Bank
that no previous assignments of Town's interest under the purchase agreement
have been made to any entity or person other than Bank.
4. Miscellaneous.
4.1 This assignment embodies all written and oral negotiations between the
parties and may not be amended except in writing executed by all parties.
4.2 This assignment shall be governed by and construed in accordance with the
laws of the State of Colorado.
4.3 The terms of this assignment shall bind and benefit the heirs, legal
representatives, successors and assigns of the parties.
4.4 The invalidity or unenforceability of any one or more provisions of this
assignment shall in no way affect any other provisions.
toa- aoplfba 7/14/98
4.5 All notices under this assignment shall be in writing and shall be deemed to
have been given when presented personally, sent by facsimile transmission,
or when deposited in the United States mail, certified mail, return receipt
requested, addressed as follows (or as contained in any amendments
hereto):
Bank: FirstBank of Avon
Attn:
P. O. Drawer 5270
Avon, CO 81620
Facsimile No. 970 - 845 -3154
with copies to: Norman R. Helwig
Norman R. Helwig, P.C.
P. O. Box 2265
Vail, CO 81658
Facsimile No. 970 - 476 -0216
Town: Town of Avon
Attn:
Facsimile No.
with copies to: John W. Dunn
Dunn, Abplanalp & Christensen, P.C.
108 South Frontage Rd. W., #300
Vail, Co 81657
Facsimile No. 970476 -4765
This assignment is expressly conditioned upon the written consent hereto of the Artist.
Town of Avon, a Colorado municipality
ATTEST:
By: By: ZY41
Its Mayor kj&� own VIerk
FirstBank of Avon, a Colorado chartered
banking corporation
By:
Its
toa- aop2.fba 7/14/98 2
ARTIST'S CONSENT AND CERTIFICATION
The undersigned Artist hereby consents to the above assignment of the purchase
agreement. Artist further agrees that Bank or its designee may enforce the obligations of Artist
under the purchase agreement with the same force and effect as if enforced by Town. In the event
Bank or its designee performs the obligations of Town to any extent under the purchase
agreement, Artist will accept such performance in satisfaction of Town's concomitant obligations.
Artist represents and warrants to Bank as follows: 1) the purchase agreement is valid and
enforceable according to its terms; 2) there has been no prior assignment of the purchase
agreement to any person or entity other than Bank; neither party under the purchase agreement is
currently in default with respect to any term or provision of the purchase agreement; 3) all
covenants, conditions and agreements in the purchase agreement have been duly performed and
satisfied as required in the purchase agreement except for those which are to be performed at a
later date.
Dated: , 1998.
Artist:
toa- aoplfba 7/14/98
Sandy Scott
ASSIGNMENT OF PURCHASE AGREEMENT AND
CONVEYANCE OF SCULPTURE PIECES
This assignment is executed this _ day of , 1998 by and between Town of
Avon, a Colorado municipality ( "Town ") and FirstBank of Avon, a Colorado chartered banking
corporation ( "Bank ").
Recitals
A. Town is the purchaser of bronze sculptures (Phase I consisting of two pieces to
wit: horses numbered 3 and 4) under a purchase agreement (the "Purchase
Agreement ") with Sandy Scott ( "Artist ") dated
B. Town wishes to assign to Bank all of its right, title and interest under the Purchase
Agreement and to also convey to Bank any title which Town may have with
respect to the two sculpture pieces.
Accordingly, the parties agree as follows:
Assignment. Town hereby assigns, transfers, and sets over to Bank all of Town's
right and interest as the purchaser under the Purchase Agreement between Town
and Artist.
2. Conveyance of Sculpture Pieces. Town agrees to execute an appropriate bill of
sale conveying the Phase I sculpture pieces to Bank in consideration of the
execution by Town and Bank of a lease agreement relating to the Phase I and
Phase II sculpture pieces.
Bank May Act for Town. Town authorizes Bank and appoints Bank as Town's
attorney in fact to demand, receive, and enforce Town's rights with respect to the
purchase agreement as well as to give appropriate releases and other assurances
for or on behalf of Town and to do any and all acts with respect to these
documents in the name of Town with the same force and effect as Town could do
if this assignment had not been executed.
4. Warranties and Representations of Town. Town represents and warrants to Bank
that no previous assignments of Town's interest under the purchase agreement
have been made to any entity or person other than Bank.
Miscellaneous.
5.1 This assignment embodies all written and oral negotiations between the
parties and may not be amended except in writing executed by all parties.
toa- aopalba 7/13/98
5.2 This assignment shall be governed by and construed in accordance with the
laws of the State of Colorado.
5.3 The terms of this assignment shall bind and benefit the heirs, legal
representatives, successors and assigns of the parties.
5.4 The invalidity or unenforceability of any one or more provisions of this
assignment shall in no way affect any other provisions.
5.5 All notices under this assignment shall be in writing and shall be deemed to
have been given when presented personally, sent by facsimile transmission,
or when deposited in the United States mail, certified mail, return receipt
requested, addressed as follows (or as contained in any amendments
hereto):
Bank: FirstBank of Avon
Attn:
P. O. Drawer 5270
Avon, CO 81620
Facsimile No. 970 - 845 -3154
with copies to: Norman R. Helwig
Norman R. Helwig, P.C.
P. O. Box 2265
Vail, CO 81658
Facsimile No. 970 - 476 -0216
Town: Town of on
Attn:
Facsimile No.
with copies to: John W. Dunn
Dunn, Abplanalp & Christensen, P.C.
108 South Frontage Rd. W., #300
Vail, Co 81657
Facsimile No. 970 - 476 -4765
This assignment is expressly conditioned upon the written consent hereto of the Artist.
toa- aopalba 7/13/98
Town of Avon, a Colorado municipality
By: a r�-, �, —A a,�
Its Mayor
FirstBank of Avon, a Colorado chartered
banking corporation
By:
Its
ATTEST:
B:
Y IG �J
� -f�azj Town C rk
ARTIST'S CONSENT AND CERTIFICATION
The undersigned Artist hereby consents to the above assignment of the purchase
agreement. Artist further agrees that Bank or its designee may enforce the obligations of Artist
under the purchase agreement with the same force and effect as if enforced by Town. In the event
Bank or its designee performs the obligations of Town to any extent under the purchase
agreement, Artist will accept such performance in satisfaction of Town's concomitant obligations.
Artist represents and warrants to Bank as follows: 1) the purchase agreement is valid and
enforceable according to its terms; 2) there has been no prior assignment of the purchase
agreement to any person or entity other than Bank; neither party under the purchase agreement is
currently in default with respect to any term or provision of the purchase agreement; 3) all
covenants, conditions and agreements in the purchase agreement have been duly performed and
satisfied as required in the purchase agreement except for those which are to be performed at a
later date.
Dated: , 1998.
Artist:
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Sandy Scott
BILL OF SALE
KNOW ALL BY THESE PRESENTS, That
Town of Avon of the
* County of Eagle , State of Colorado,
((Seller for and in consideration of
' DOLLARS AND OTHER GOOD AND VALUABLE CONSIDERA)$$Vr�
to/hi i in hand paid, at or before the ensealing or delivery of these presents by
it FirstBank of Avon
of the
County of Eagle , in the State of Colorado,
(Buyer), the receipt of which is hereby acknowledged, has bargained and sold, and by these presents does grant and convey
unto the said Buyer, N personal representatives, successors and assigns, the following property, goods and chattels, to wit:
its
Two bronze sculpture pieces described as horses numbered three and four
created by Sandy Scott from the.Rite of Passage Collection, which pieces
are presently located and installed in public facilities known as
"round— about" located in Avon, Colorado.
Ndaldd/ak/
TO HAVE AND TO HOLD the same unto the said Buyer, his personal representatives, successors and assigns, forever.
The said Seller covenants and agrees to and with the Buyer, his personal representatives, successors and assigns, to WAR-
RANT AND DEFEND the sale of said property, goods and chattels, against all and every person or persons whomever.
When used herein, the singular shall include the plural, the plural the singular, and the use of any gender shall be applicable
to all genders.
IN WITNESS WHEREOF, the Seller has executed this Bill of Sale on
TOWN OF AVON, A Colorado Municipality
Attest:
�Put� Town Clerk By
Title:
by
STATE OF COLORADO,
ss.
County of
The foregoing instrument was acknowledged before me this day of
Witness my hand and official seal.
My Commission expires
*If in Denver, insert "City and ".
Notary Public
No. 35A. Rev. 9 -83. BILL OF SALE Bradford Publishing, 1743 Wazee St., Denver, CO 80202—(303) 292-2500— 12 -97 ��
NORMAN R. HELWIG, P.C.
Attorney at Law
10403 W. Colfax Ave., Suite 200
Lakewood, Colorado 80215
Telephone: 303 - 235 -1130
Facsimile: 303-234-9928
July 9, 1998
VIA FACSIMILE (845 -3154) and U.S. MAIL
Bret Hooper
FirstBank of Avon
P. O. Drawer 5270
Avon, CO 81620
P. O. Box 2265
Vail, Colorado 81658
Telephone: 970 - 476 -0210
Facsimile: 970 - 476 -0216
Re: Town of Avon Sculpture Lease - FirstBank of Avon
Dear Bret:
Here is the final version of the Lease Agreement Memorandum
as approved by John Dunn. I have visited with him briefly about
the need for us to obtain the Town's cooperation regarding the
title issues as well as to obtain the Town's assignment of its
purchase contract with the artist. We will take care of this in
the days to come. In the meantime, however, John would
appreciate your hand - delivering a bank - executed original of this
document to Chris Nash at the Town offices.
Please call me if you have any questions.
Cordially yours,
dictated by Norm Helwig and faxed/
mailed in his absence to avoid delay
Norman R. Helwig
NRH /jm
Enclosure
Lease Agreement Memorandum
This memorandum is intended to amplify and implement the
terms and provisions of a lease agreement (the "Agreement ")
entered into as of July 1, 1998 by and between FirstBank of Avon
( "Lessor ") and Town of Avon ( "Lessee ") relating to the lease of
five sculpture pieces created by Sandy Scott entitled "Rite of
Passage" (the "Sculpture Pieces "). The provisions of this
memorandum shall supplement the Agreement in all respects and
shall not be deemed to revise or eliminate any substantive term
of the Agreement.
1. Title to Sculpture Pieces. Lessor shall have title to
the five Sculpture Pieces at all times during the term
of the Agreement. Contemporaneously with the signing
of the Agreement and this memorandum, Lessee will
convey title to Lessor of any of the five Sculpture
Pieces that are presently titled in the name of Lessee.
The conveyance will be accomplished by a bill of sale
and any other procedures that are mutually acceptable
to the parties.
2. Assignment of Purchase Contract. Lessee will assign to
Lessor all right, title and interest of Lessee in and
to the purchase contract entered into between Lessee
and Sandy Scott for the purchase of the five Sculpture
Pieces.
3. Lease Payments. Payments under the Agreement will be
based upon amounts actually advanced by Lessor for the
purchase of each of the five Sculpture Pieces along
with interest thereon at the rate of 7.42 percent per
annum. The amount of each payment under the Agreement
shall be calculated by Lessor, and notice of the amount
of each payment shall be delivered or mailed to Lessee
at least 15 calendar days prior to the due date of each
payment. All payments shall be made by Lessee on or
before the payment date, and the failure to make any
payment in full within 10 calendar days after the
payment due date shall be considered an event of
default under the Agreement.
4. Net Lease. It is the intention of the parties that the
agreement shall constitute a "net" lease, and that
Lessee shall bear all expenses relating to the
toa- lam.fba 7/10/98 1
Sculpture Pieces including, but not limited to,
maintenance, repair and conditioning costs, insurance
premiums, taxes and charges or assessments of any
nature relating to the placement or use of the
Sculpture Pieces. The parties intend that Lessee shall
bear the entire risk of any loss, theft, destruction or
damage to all or any part of the Sculpture Pieces. In
addition, Lessee has agreed to use the Sculpture Pieces
in a manner that is consistent with all relevant laws,
ordinances and regulations. Lessee, at its own
expense, will defend and resolve any claims against or
affecting the Sculpture Pieces.
5. Termination Riahts. The ability of Lessee to terminate
the Agreement because of a failure of Lessee's Council
to approve an appropriation of funds for any payment
coming due under the Agreement shall apply only under
the following conditions:
5.1 Lessee shall send written notice to Lessor of
Lessee's intent to terminate the Agreement at
least 90 days before the effective date of
termination; and
5.2 Lessee shall simultaneously send a copy of such
notice along with an offer to assign its rights
and interest under the Agreement to the Avon Arts
Council; and
5.3 The Avon Arts Council shall indicate in writing
its willingness to act as Lessee's assignee under
the Agreement.
6. Tax Exemption Documents. In order to assure proper tax
treatment of all payments under the Agreement, Lessee
shall execute the standard federal and state tax
documents relating to tax - exempt governmental
obligations.
7. Miscellaneous.
7.1 The terms of the Agreement and this memorandum
shall bind and benefit the legal representatives,
successors and assigns of the parties.
7.2 The invalidity or unenforceability of any one or
more provisions of the Agreement or this
memorandum shall in no way affect any other
provisions.
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F
7.3 Lessor may submit copies of this memorandum and
the Agreement to its primary regulators and to any
taxing authority.
Executed as of July 1, 1998.
Memorandum approved
by Town of Avon
By: L" �� k G-�
Its Ma or
FirstBank of Avon
By:
Its
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3
Attest:
Hrw
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