TC Ord. 18-12 Capital Lease PurchaseTOWN OF AVON, COLORADO
ORDINANCE NO. 18-12
SERIES OF 2018
AN ORDINANCE AUTHORIZING THE EXECUTION AND DELIVERY OF A
STATE & MUNICIPAL LEASE/PURCHASE AGREEMENT DATED AUGUST
24, 2018 BETWEEN THE TOWN OF AVON AND CLAYTON HOLDINGS LLC
TO PURCHASE AND INSTALL A 150.15KW SOLAR ARRAY AT THE AVON
REGIONAL TRANSIT FACILITY PURSUANT TO SCHEDULE A OF SUCH
AGREEMENT
Whereas, Town of Avon ("Lessee"), a body politic and corporate duly organized and
existing as a home rule authority municipal corporation and body politic organized under the
laws of the State of Colorado, is authorized by the laws of the State of Colorado and by Section
14.9(a) of the Avon Home Rule Charter to purchase, acquire and lease personal property for the
benefit of the Lessee and its inhabitants and to enter into leasehold agreements with respect
thereto; and
Whereas, the Lessee desires to purchase and install a 150.15kW solar panel array
("Equipment") constituting personal property necessary for the Lessee to perform essential
governmental functions; and
Whereas, the Avon Town Council finds that Schedule C to the Clayton Holdings LLC State
& Municipal Lease/Purchase Agreement (the "Agreement") allows the Town to acquire the
Equipment within a period not exceeding the useful life of the Equipment; and
Whereas, the Avon Town Council, as the governing body of the Lessee, deems it for the
benefit of the Lessee and for the efficient and effective administration thereof to enter into the
Agreement for the purchase, acquisition and leasing of the Equipment therein described on the
terms and conditions therein provided.
NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE
TOWN OF AVON, COLORADO the following:
Section 1. Approval of Documents. The Agreement and Exhibits as provided are hereby
approved in substantially the form presented at this meeting, with such insertions, omissions and
changes as shall be approved by the Mayor of the Town of Avon or other members of the
governing body of the Town of Avon executing the same, the execution of such documents being
conclusive evidence of such approval; and the Finance Director of the Town of Avon is hereby
authorized and directed to execute, and the Town Clerk of the Town of Avon is hereby
authorized and directed to attest and countersign the Agreement and any related Exhibits
attached thereto and to the respective parties thereto, and the Town Clerk of the Town of Avon is
hereby authorized to affix the seal of the Town of Avon, as Lessee, to such documents.
Capitalized terms in this Ordinance shall have the same meaning as defined in the Agreement
unless such terms are otherwise defined in this Ordinance.
Ordinance No. 18-12 Clayton Holdings LLC State & Municipal Lease/Purchase Agreement
July 24, 2018
Page 1 of 4
Section 2. Other Actions Authorized. The officers and employees of the Lessee shall take
all action necessary or reasonably required by the parties to carry out, give effect to and
consummate the transactions contemplated thereby including execution and delivery of the
following document and to take all action necessary in conformity therewith, including, without
limitation, the execution and delivery of any closing and other documents required to be
delivered in connection with the Agreement, including the following documents:
(A) Property Description
(B) Delivery and Acceptance Certificate
(C) Rental Payments and Lease Term
(D) Opinion of Counsel
(E) Lessee Certification
(F) Essential Use/Source of Funds letter
(G) Proof of Insurance
(H) ACH Payment Authorization Form
(I) Disbursement Letter
(.1) Form 8038-G
(I) Escrow Agreement and Exhibits
Section 3. No General Liability. Nothing contained in this Ordinance, Agreement nor any
other instrument shall be construed with respect to the Lessee as incurring a pecuniary liability or
charge upon the general credit of the Lessee or against its taxing power, nor shall the breach of
any agreement contained in this Ordinance, the Agreement, or any other instrument or document
executed in connection therewith impose any pecuniary liability upon the Lessee or any charge
upon its general credit or against its taxing power, except to the extent that the Lease Payments
payable under Exhibit C of the Agreement are special limited obligations of the Lessee as
provided in such Exhibit.
Section 4. Appointment of Authorized Lessee Representatives. The Town Manager and
Finance Director of the Lessee are each hereby designated to act as authorized representatives of
the Lessee for purposes of Exhibit C until such time as the Town Council of the Town of Avon,
as Lessee, shall designate any other or different authorized representative.
Section 5. Severability. If any provision of this Ordinance, or the application of such
provision to any person or circumstance, is for any reason held to be invalid, such invalidity shall
not affect other provisions or applications of this Ordinance which can be given effect without
the invalid provision or application, and to this end the provisions of this Ordinance are declared
Ordinance No. 18-12 Clayton Holdings LLC State & Municipal Lease/Purchase Agreement
July 24, 2018
Page 2 of 4
to be severable. The Town Council hereby declares that it would have passed this Ordinance and
each provision thereof, even though any one of the provisions might be declared unconstitutional
or invalid. As used in this Section, the term "provision" means and includes any part, division,
subdivision, section, subsection, sentence, clause or phrase; the term "application" means and
includes an application of an ordinance or any part thereof, whether considered or construed
alone or together with another ordinance or ordinances, or part thereof, of the Town.
Section 6. Effective Date. This Ordinance shall take effect thirty days after final adoption in
accordance with Section 6.4 of the Avon Home Rule Charter.
Section 7. Safety Clause. The Town Council hereby finds, determines and declares that this
Ordinance is promulgated under the general police power of the Town of Avon, that it is
promulgated for the health, safety and welfare of the public, and that this Ordinance is necessary
for the preservation of health and safety and for the protection of public convenience and
welfare.
Section 8. Publication by Posting. The Town Clerk is ordered to publish this Ordinance by
posting notice of adoption of this Ordinance on final reading by title in at least three public
places within the Town and posting at the office of the Town Clerk, which notice shall contain a
statement that a copy of the ordinance in full is available for public inspection in the office of the
Town Clerk during normal business hours.
[SIGNATURE PAGE FOLLOWS]
Ordinance No. 18-12 Clayton Holdings LLC State & Municipal Lease/Purchase Agreement
July 24, 2018
Page 3 of 4
INTRODUCED, APPROVED, PASSED ON FIRST READING, ORDERED POSTED
AND REFERRED TO PUBLIC HEARING and setting such public hearing for 5:30 on July
249 2018 at the Council Chambers of the Avon Municipal Building, located at One Lake Street,
Avon, Colorado, on July 10, 2018.
al 00
T616ie Fanc er, Mayor
Published by posting in at least three public places in Town and posting at the office of the Town
Clerk at least seven days prior to ction by the Town Council.
ATTEST:
Hoppe,
ORM:
Town Attorney
INTRODUCED, FINALL I�O� , AND PASSED ON SECOND READING, AND
ORDERED PUBLISHED BY P ING on July 24, 2018.
ennie Fancher, Mayor
Published by posting by title in at least three public places in Town and posting by title at the
office of the Town Clerk.
ATTEST:
Debbie Hoppe, Town
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Ordinance No. 18-12 Clayton Holdings LLC State & Municipal Lease/Purchase Agreement
July 24, 2018
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