Loading...
04-13-1987 Computer CNL LeaseV1111II /% __ CNB COL- ADO NATIONAL LEASING, INC. April 13, 1987 Mr. William James Town of Avon P. 0. Box 975 Avon, CO 81620 Dear Mr. James: Re: Town of Avon, Equipment Lease #88206 Contract Date - May 11, 1983 I am enclosing, in accordance with paragraph 15 of the above - referenced contract between Colorado National Leasing, Inc. and Town of Avon, a duplicate original counterpart by which assignment of the contract has been made to Colorado National Bank - Orchard Mesa. The assignment of such contract shall not affect the fact that Colorado National Leasing, Inc., in accordance with the Lease Servicing Agreement with Colorado National Bank - Orchard Mesa, will invoice Town of Avon for all future payments and that such payments shall be remitted to Colorado National Leasing, Inc. Please sign and date the original copy of this letter agreement and return it to this office at the address below. Sincerely, Cyhghia Prince Contract Administrative Manager ACCEPTED AND AGREED TO THIS DAY OF , 19 �. TOWN OF AVON By l Title �— 950 Seventeenth Street Suite 2400 Denver, Colorado 80202 (303) 629 -7750 r LEASE PURCHASE AGREEMENT THIS LEASE PURCHASE AGREEMENT, dated as of May 11, 1983, is made and entered into by and between COLORADO NATIONAL LEASING, INC., a Colorado Corporation, ( "CNL ") and COLORADO NATIONAL BANK - ORCHARD MESA, ( "Bank ") a Colorado bank. RF.rTTAT..q A. CNL and Bank have conducted such examination of the terms of a proposed Equipment Lease Agreement, Lease No. 88206, ( "Lease "), a copy of which is attached hereto, between CNL and the Town of Avon, (Lessee "), the documents relating to such lease, including any guaran- tees, repurchase agreements, mortgages, security agreements and financing statements to be executed in connection therewith (Lease and related documents being hereinafter collectively referred to as the "Lease Documents "), the property covered by the Lease ( "Property ") the business and prospects of the Lessee and the adequacy of the security to be provided in connection with the Lease, as CNL and Bank have each deemed necessary and appropriate. B. Based on such examination and in reliance on Bank's com- mitment to purchase an interest in the Lease and the Property, CNL has determined that it would be in its best interest to consummate the Lease on substantially the same terms set forth in the Lease Documents, and Bank, based on its examination of the transaction, has determined that it would be in its best interest to acquire from CNL an interest in the Lease and the Property. C. CNL and Bank desire to effect such purchase and sale in accordance with the terms and conditions set forth below. AGREEMENT In consideration of the mutual covenants and promises con- tained herein and for other good and valuable consideration, the par- ties hereto hereby agree as follows: 1. CNL hereby agrees to sell and Bank hereby agrees to acquire from CNL, upon the consummation of the Lease, an undivided ownership interest of.100% ( "Bank's Ownership Interest ") in and to CNL's initial 100% interest in the Lease and the Property. In the event such Lease is not consummated on substantially the same terms and conditions as contemplated by the Lease Documents, this Agreement shall terminate and be of no further force or effect. CNL: 2. In consideration for such purchase, Bank shall pay to (a) In cash or certified funds, upon the consummation of the Lease, a nonrefundable fee of $1,115.69, which is 4.38% of the cost of the lease property to CNL; and (b) 1% of Bank's Ownership Interest in each payment made under the Lease. Such fee shall be deducted by CNL from the amounts otherwise payable to Bank pursuant to paragraph 5 hereof. 3. The delivery to Bank of an executed counterpart of the Lease shall constitute the sale transfer and assignment to Bank of all CNL's right, title and interest in and to the Lease and the Property, and all benefits and advantages to be derived therefrom, to the extent of Banks's Ownership Interest therein. 4. The Lease and the Property are acquired by Bank without recourse to CNL, and CNL shall not be obligated to repurchase the Lease or the Property for any reason. 5. Bank shall have full and complete ownership of the Lease and the Property to the extent of such interest, shall be entitled to receive, when, as and if collected, all payments under the Lease, including all rental payments, and net proceeds derived from any guaranty or from any collateral taken as security for the Lease and the net proceeds realized by CNL from the exercise of the remedies granted under the Lease upon the default of the Lessee or from any sale or other disposition of the Property. The term net proceeds shall mean the total amount recovered by CNL less the expenses and obligations referred to in paragraph 9 thereof. 6. Bank hereby grants to CNL the right, on behalf of Bank, to carry out the provisions of the Lease Documents, to enforce the obligations and collect the payments due thereunder, to grant or with- hold waivers, consents and approvals, and to exercise and enforce all rights and privileges accruing to the lessor of the Lease by.reason of the Lease Documents, including the right to extend or renew any lease and change the amount or due dates of payments due thereunder. Such rights shall be exercised by CNL in its sole discretion and in the exercise of its business judgment, unless and until CNL receives writ- ten notice from Bank revoking such authority. CNL shall handle all transactions relating to the Lease and the Property in accordance with CNL's usual and customary practices with respect to leases of this type and shall adhere to the same standards of conduct as would be applicable if there had been no transfer of the Lease and Property to Bank, CNL shall maintain all books and records regarding.the Lease, and of all billings and notices required thereunder, and prepare and promptly submit to Bank with respect to all leases to which Bank has acquired an interest from CNL a monthly lease receivable trial balance, a monthly unearned income trial balance, a monthly service fee trial balance and a monthly residual investment tax credit trial balance, as well as such other reports as may be mutually agreed upon from time to time. 7. The Lease Documents shall be in the name of CNL, as lessor, and Bank hereby designates CNL as custodian to keep and safe- guard all executed Lease Documents. CNL shall hold title to the Lease and the Property and, with respect to Bank's Ownership Interest therein, shall hold the same as agent for Bank for purposes of admi- nistering the Lease and fulfilling its obligations hereunder, not- withstanding the transfer of the Lease and the Property pursuant to this Agreement. CNL may execute such documents and take such action, on its and Bank's behalf, as may be reasonably necessary to effect the transfer of title to and ownership of any of the Property upon the sale or other disposition CNL and Bank agree to cooperate fully with each other in the enforcement of the Lease and in collecting amounts due thereunder. If requested by the other party, either party will join in any action or proceeding maintained for the purpose of enforcing, maintaining or preserving rights under the Lease or of enforcing, protecting or realizing any security taken in connection with the Lease. 8. CNL shall not be liable to Bank for any action or failure to act or mistake on the part of its officers, employees, represen- tatives or agents with respect to any transactions relating to the Lease; provided, however, that CNL must act in good faith and engage in no willful misconduct. 9. Any expense or obligations which CNL may incur, including collection expenses, attorneys' fees, fees or disbursements incurred by or for outside agents or representatives fees for storage and repair and sales, property and other taxes, in enforcing, maintaining or preserving the rights of CNL and Bank under the Lease or enforcing or protecting or realizing on any security taken in connection with the Lease, but excluding ordinary overhead expenses incurred by CNL, shall, as between CNL and Bank, be borne by and be the sole respon- sibility of Bank to the extent of Bank's Ownership Interest. If such amounts are initially paid by CNL, Bank shall reimburse CNL for all such amounts on demand. 10. CNL represents and warrants that all of the Lease Documents will be duly authorized, executed and delivered by all par- ties thereto in substantially the same form as heretofore approved by Bank. Unless otherwise agreed by Bank, CNL represents and warrants that the Property will not be delivered to the Lessee until after the execution of this Agreement by Bank and CNL and that the Lease will be executed and delivered by the parties and CNL and Bank will own the Property, prior to the time it is placed in a condition or state of readiness and availability for its specifically assigned function. Except as expressly provided immediately above, CNL makes no represen- tations or warranties in connection with the transaction contemplated hereby, and specifically makes no representations or warranties, express or implied, and assumes no liability to Bank with respect to the solvency or financial worth or any lessee under the Lease, the collectibility of any of the payments due under the Lease or of any of the collateral, guarantees or other security for the Lease or the proper treatment of the Lease under state and federal tax laws, all of which matters have been independently investigated by Bank prior to its execution of this Agreement. 11. It is agreed that CNL and Bank are co- owners of the Lease and the Property and are not partners or joint venturers, and that CNL is to act in all matters affecting the co- owners thereof as an inde- pendent contractor engaged for the purpose of administering and enforcing the Lease. In the event that either CNL or Bank shall be sued or threatened with a suit in connection with the Lease or the Property, or in the event that any action, claim or demand of any kind shall be asserted against CNL or Bank, directly or indirectly, relating to the Lease or the Property, then, in any event, any payment in satisfaction or compromise of such suit, claim, action or demand and any expenses, costs and attorney's fees paid or incurred in con- nection therewith shall be borne by and be the sole responsibility of Bank to the extent of Bank's Ownership Interest in the Lease and the Property. If such amounts are initially paid by CNL, Bank shall reim- burse CNL for all such amounts on demand. 12. Bank acknowledges and agrees that CNL may sell to other persons all or a portion of CNL's undivided ownership interest in the Lease and the Property without notice to or the consent of Bank. 13. Bank shall not assign, transfer or share its undivided interest in the Lease or the Property to or with any person or entity other than CNL without the prior consent of CNL. This Agreement shall be governed by and construed in accordance with the laws of the state of Colorado. 14. All notices required or permitted by this Agreement shall be sufficient if delivered personally or mailed to the party at the address hereinafter set forth or at such other address as either party may designate in writing from time to time. Any such notice shall be effective forty -eight (48) hours after it has been deposited in the United States mail duly addressed, postage prepaid. Bank: Colorado National Bank - Orchard Mesa 2697 Highway 50 Grand Junction, Colorado 81503 CNL: Colorado National Leasing, Inc. Bldg. 51, Suite 150 14142 Denver West Parkway Golden, Colorado 80401 IN WITNESS WHEREOF, the parties have through their duly authorized representatives executed this Lease Purchase Agreement as of the date and year first above written. COLORADO NATIONAL LEASING, INC. By �' c COLORADO NATIONAL BANK - ORCHARD MESA B 4,; William Tsson, President JDebtorls):Na ne a 3 Mailing Address: 2. Secured Party(ies) Name and Address: Town of A Irda�atfI Lix, '. P.f3� $oa: 47 Bldg 51 Suite 15o AVCM, CO 81620 16162 Deter vast parkway Golden, ca 8001 4. This Financing Statement covers the following types (or items) of property: (WARNING: If collateral is crops, fixtures, timber, or minerals or other substances to be extracted or accounts resulting from the sale thereof, read instructions on back.) I-Alpha Micro C4 cater IVIOW use #992 06 darted to a Lease Purchase.,. Thin f ling Is far ;;RfMR -156 1purposes ,CIS. o. ror ru.mg..Q;ticer (Date, Time NumbA and Filing Office): 5. Name and address of Assignee of Secured Party: Check only if applicable. ❑ This Financing Statement is to be filed for record in the real estate records. ❑ Products of collateral are also covered. 6. This Statement is signed by the Secured Party instead of the Debtor to perfect a security interest in collateral (Please check ❑ already subject to a security interest in another jurisdiction when it was brought into this state, or when the debtor's location was appropriate box) changed to this state. ❑ which is proceeds of the original collateral described above in which a security interest was perfected; ❑ as to which the filing has lapsed; or ❑ acquired after a change of name, identity or corporate structure of the debtor. 7.* Cr hheckonly if applicable: ❑ The Debtor is a transmitting utility. Signature(s) of Debtor(s) Form approved by the Secretary of State and the County Clerks and Recorders Association (5) DEBTOR COPY s ;) of Secured Party(ies) COLORADO FORM U.C.C. 1 (REV. 1 -78) BRADFORD PUBLISHING CO. 1. Debtor(s) Name and Mailing Address: 2 e Secured Party(ies) Name and Address: Tim of Avon naiilta National Leaslu : B.V. Z= 975 -aitog Si suite 150 Aveat CO 81620 14142 Deaver West Parkway -Golden* CO 80401 4. This Financing Statement covers the following types (or items) of property: (WARNING: If collateral is crops, fixtures, timber, or minerals or other substances to be extracted or accounts resulting from the sale thereof, read instructions on back.) I•+Alpba Micro Cogonter Lease 183206 dated ..f�f to, a :+eaft ftwehAse This fills& Is for tiflen romE osly. Check only if applicable. • This Financing Statement is to be filed for record in the real estate records. • Products of collateral are also covered. ... ..+. , uu,y vau�c, �✓uac, „au , .uauu , uuu a uu,y vaaaa:cl. 5. Name and address of Assignee of Secured Party: 6. This Statement is signed by the Secured Party instead of the Debtor to perfect a security interest in collateral (Please check ❑ already subject to a security interest in another jurisdiction when it was brought into this state, or when the debtor's location was appropriate box) changed to this state. ❑ which is proceeds of the original collateral described above in which a security interest was perfected; ❑ as to which the filing has lapsed; or ❑ acquired after a change of name, identity or corporate structure of the debtor. 7. „heck only ikgpplicable: ❑ The Debtor is a transmitting utility. I<_ T _ _ - - s _ r _ _.., _ — a T _ _ _ r _ _ -. Signature(s) of Debtor(s) Form approved by the Secretary of State and the County Clerks and Recorders Association (5) DEB I O2 COPY Signature(s) of Secured Party(ies) COLORADO FORM U.C.C. 1 (REV. 1 -78) BRADFORD PUBLISHING CO. COLORADO NATIONAL LEASING, INC. May 19, 1983 Town of Avon P. O. Box 975 Avon, CO 81620 Gentlemen: Enclosed are your copies of your new Municipal Lease. I'd like to take this opportunity to welcome you to Colorado National Leasing, Inc. We appreciate your confidence in our company and are happy to offer our services to you. We trust that you will think of us in connection with your future equipment requirements. If you should have any questions, please do not hesitate to contact myself or anyone in the credit department. Sincerely, Kenneth B. Shuss Lease Representative KBS /chl Enclosure Building 51, Suite 150 14142 Denver West Parkway Golden, Colorado 80401 (303) 278 -7750 0 1 Q, ADDENDA I _1 Lease No. 88206 EQUIPMENT LEASE AGREEMENT (Municipal Lease) The Lease is m 19_ between Colorado corporation ( "Lessor" In consideration herein set forth, the 3de this National Leas ), and the of the mutual parties agree day of , ing, Inc., a C orado Town of Avon ( "Lessee "). covenants and promises as follows: 1. LEASE. Lessor hereby leases to Lessee, and Lessee hereby leases and hires from Lessor, the property, machinery and equipment ( "Equipment ") described in the Equipment Description (Exhibit A attached hereto and made a part hereof). 2. TERM. This Lease shall commence on the date hereof and unless sooner terminated as provided herein, shall expire 5 year(s) from the date of first delivery of any item of the Equipment. 3. RENT. Rent for the Equipment shall be in the amount set forth in the Equipment Lease Schedule (Exhibit B attached hereto and made a part hereof). Lessee shall pay Lessor such rent in the amounts and at the times set forth on Exhibit B at the office of Lessor in Golden, Colorado, or to such other person and /or at such other place as Lessor may from time to time designate in writing. 4. USE. Lessee shall use the Equipment in a careful and proper manner and shall comply with all applicable governmental laws, ordinances and regulations in any way relating to the possession, use or maintenance of the Equipment. If at any time during the term hereof Lessor supplies Lessee with labels, plates or other markings, stating that the Equipment is owned by Lessor, Lessee shall affix the same to a prominent place on the Equipment. 5. LESSEE'S INSPECTION; WARRANTY DISCLAIMER. (a) Lessee shall inspect the Equipment within forty -eight (48) hours after receipt thereof. Unless Lessee within such period of time gives written notice to Lessor, specifying any defect in or other proper objection to the Equipment, Lessee agrees that it shall be conclusively pre- sumed, as between Lessor and Lessee, that Lessee has fully inspected and acknowledged that.the Equipment is in good condition and repair, and that Lessee is satisfied with and has accepted the Equipment in such good condition and repair. At or prior to expiration of such inspection period, Lessee shall execute and deliver to Lessor the Certificate of Acceptance. Exhibit C attached hereto and made a part hereof). (b) Lessor hereby assigns to Lessee for and during the term of this Lease all manufacturer's warranties and guarantees, express or implied, with respect to the Equipment, to the extent such warranties and guarantees are assignable. Lessee acknowledges that it selected each item of Equipment based on its own analysis and investigation from vendors chosen by Lessee and further acknowledges that Lessor made no representations or warranties in connection with the Equipment or vendors. LESSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT AND EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING THE -1- MERCHANTABILITY OF THE EQUIPMENT, ITS FITNESS FOR A PARTICULAR PURPOSE, ITS DESIGN, CONDITION OR WORKMANSHIP AND THE ENFORCEABILITY OF ANY WARRANTY OR GUARANTEE OF THE MANUFACTURER OF THE EQUIPMENT. 6. LESSOR'S INSPECTION. Lessor shall at any and all times during business hours have the right to enter into and upon the premises where the Equipment may be located for the purpose of inspecting the same or observing its use. 7. ALTERATIONS. Without the prior written consent of Lessor, Lessee shall not make any alterations, additions or improvements to the Equipment. 8. REPAIRS. Lessee, at its own cost and expense, shall keep the Equipment in good repair and condition and shall bear all expenses of the maintenance and operation of the Equipment. 9. INSURANCE; LOSS AND DAMAGE; AGREED OPTION PRICE. Lessee shall keep the Equipment insured against all risks of loss or damage by fire and such other risks as are covered by endorsement commonly known as supplemental or extended coverage for the greater of the fair market value thereof or the "Agreed Option Price" set forth in Exhibit B attached hereto with respect to the Equipment. Lessee shall also carry public liability and property damage insurance covering the Equipment in amounts not less than $200,000 in respect of bodily injury or death to any person, not less than $500,000 in respect of any one accident, and not less than $100,000 in respect of property damage. All such liability insurance shall insure both Lessor and Lessee and all such property damage insurance shall name Lessor as loss payee as its interest may appear. Lessee may effect such coverages under its blanket policies. No loss or damage to the Equipment or any part thereof shall impair any obliga- tion of the Lessee under this Lease which shall continue in full force and effect. In the event of loss or damage of any kind whatever to any item of Equipment, the proceeds of such insurance shall be applied to any item of Equipment: (a) To place the same in good repair, condition and working order, or replace the same with like Equipment in good repair, condition and working order; or (b) If, in the reasonable judgment of Lessor, the Equipment is determined to be lost, stolen, destroyed or damaged beyond repair, Lessee shall pay Lessor therefor in cash, to the extent the insurance proceeds paid to Lessor may be insufficient, the Agreed Option Price set forth in Exhibit B determined as of the date of the last full rental payment made by Lessee, plus interest on such Agreed Option Price at the rate set forth in Exhibit B from the date of the last full rental payment until the date of payment for the Equipment. Upon such payment this Lease shall terminate with respect to the Equipment so paid for and Lessor will thereupon execute and deliver to Lessee a bill of sale transferring such Equipment to Lessee "AS -IS- WHERE -IS," WITHOUT WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER WHATSOEVER. 10. SURRENDER. Except as provided in paragraph 20 hereof, upon the expiration or earlier termination of this Lease, Lessee shall (unless Lessee has purchased the Equipment pursuant to paragraphs 9 or 19 hereof) return the same to Lessor in good repair, condition and working order, ordinary wear and tear resulting from proper use thereof excepted, by delivering, at Lessee's sole cost and expense, possession of the Equipment to Lessor at such place as Lessor may designate. DOC l 11. TAXES AND LIENS. (a) Lessee agrees to pay and to indemnify and hold Lessor harmless from all license, sales, use, personal pro- perty or other taxes together with any penalties, fines or interest thereon imposed or levied with respect to the Equipment or the ownership, delivery, lease, possession, use, operation, sale or the disposition thereof, or upon the rentals or earnings arising therefrom. (b) Lessee shall not directly or indirectly create, incur, assume or suffer to exist any security interest, lien or encumbrance on or with respect to any item of Equipment or any interest therein. Lessee shall promptly, at its expense, take such action as may be necessary to discharge any such security interest, lien or encumbrance as and when the same shall arise. 12. LESSOR'S PAYMENT. In case of the failure of the Lessee to procure or maintain insurance on the Equipment, pay taxes on or with respect to the Equipment or maintain the Equipment free and clear of any security interests, liens and encumbrances, as herein specified, Lessor shall have the right, but not be obligated, to effect such insurance, to pay such taxes and discharge such security interest, liens and encumbrances and the cost thereof shall be repayable to Lessor with the next installment of rent. 13. DEFAULT. If the Lessee shall fail to pay the rent due and payable under Exhibit B attched hereto within ten (10) days after the same is due and payable, or if the Lessee shall fail to observe, keep or perform any other pro- vision of this Lease for a period of ten (10) days after receipt of written notice thereof, Lessor shall have the right to exercise any one or more of the following remedies: (a) To terminate this Lease and to sue for and recover all rents and other payments then accrued and unpaid hereunder and all rents and other payments which will accrue during the then current fiscal year of Lessee. (b) To retain all rentals and to take possession of any or all items or Equipment, without further demand or notice and without any court order or other process of law, and either to remove the same or to lease the same to others. 14. TERMINATION FOR NON - APPROPRIATION. Notwithstanding anything herein to the contrary, if Lessee does not appropriate funds for any fiscal year of Lessee during the term hereof sufficient to pay the amounts due hereunder in such fiscal year and Lessee has exhausted all funds legally available for payments due under this Lease, Lessee may, by written notice given to Lessor no later than ten (10) days after adoption of the budget for such fiscal year, thereupon terminate this Lease. Upon such ter- mination, Lessee shall return the Equipment to Lessor in accordance with paragraph 10 hereof and pay all rents and other payments due to Lessor for periods prior to the date the Equipment is so returned to Lessor. If Lessee ter- minates this Lease under the provisions of this paragraph #14, Lessee may not, during the remaining term of this Lease, replace the Equipment subject to this Lease with like kind or similarly functional Equipment or acquire the use of replacement Equipment of any kind during the remaining term E of this Lease. 15. ASSIGNMENT. Without the prior written consent of Lessor, Lessee shall neither assign, transfer, pledge or hypothecate this Lease, the Equipment or any part thereof, or any interest therein, nor sublet any item of Equipment. It is understood that Lessor contemplates assigning this Lease or interests in the Equipment and that Lessor's -3- J 4 assignee may also assign the same. All rights of Lessor hereunder may be assigned, transferred, or otherwise disposed of, either in whole or in part, without notice to Lessee; provided, however that no assignment of this Lease or any interest therein shall be made except subject to the rights granted to the Lessee by virtue of this Lease; and provided further that no assignee of Lessor shall be obli- gated to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease. 16. PERSONAL PROPERTY. The Equipment is, and shall at all times be and remain, personal property notwithstanding that the Equipment may be affixed or attached to, or imbedded in, or permanently resting upon, real property or any building thereon, or attached in any manner to what is permanent as by means of cement, plaster, nails, bolts, screws or otherwise. 17. INDEMNITY; LIMITS OF LIABILITY. Lessee hereby assumes liability for and agrees to indemnify and hold Lessor harmless from and against any and all debts, liabili- ties, obligations, claims and expenses, including court costs and attorney's fees, incurred by or asserted against Lessor in connection with, arising out of or incident to the ownership, delivery, lease, possession, use, operation, con- dition, sale or other disposition of any item of Equipment. Lessor is not responsible for any repairs or service to the Equipment or any defects therein. Lessor shall not be liable for any consequential, incidental or special damages of any character as a result of or arising out of the lease of the Equipment, or any item thereof, including loss of profits, property damage or lost production, whether suf- fered by Lessee or any other person. 18. INTEREST. Should Lessee fail to pay any part of the rent herein reserved or any other sum required by Lessee to be paid to Lessor, within 10 days after the due date thereof, Lessee shall pay to the Lessor interest on such delinquent payment from the due date until paid at the rate of 10.75o per annum. 19. OPTION. Provided Lessee is not in default in the performance of its obligations hereunder, Lessee shall have the option, at any time after one year from the commencement of this lease to purchase the Equipment for an amount equal to the Agreed Option Price thereof set forth in Exhibit B at the date of the last full rental payment, plus interest on such Agreed Option Price at the rate set forth in Exhibit B from the date of the last full rental payment until the date of payment for the Equipment. Such option to purchase the Equipment shall be exercised by the payment of the Agreed Option Price plus interest as herein provided to Lessor at Lessor's office in Golden, Colorado. If Lessee exercises the option to purchase the Equipment, title thereto shall thereupon become vested in Lessee and Lessor will thereupon execute and deliver to Lessee a bill of sale transferring such Equipment to Lessee "AS- IS- WHERE -IS ", WITHOUT WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER WHATSOEVER. 20. EXPIRATION. If Lessee shall comply with all pro- visions of this Lease on its part to be kept and performed, • then upon the ex irati'_ion of this Lease, al right, tit-le and P p 1 7..t, ti �_� a_... interest of Lessor in the Equipment subject to this Lease shall vest in and become the property of Lessee, and Lessor will thereupon execute and deliver to Lessee a bill of sale transferring such Equipment to Lessee, "AS- IS- WHERE -IS ", WITHOUT WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER WHATSOEVER. -4- 21. TAX EXEMPTION. The "Rent ", "Interest ", "Agreed Option Price" and other computations set forth in this Lease and exhibits attached hereto have been fixed and computed upon the assumption that the amount designated as "Interest" will be exempt from federal income taxation and (if so noted on Exhibit B) state income taxation in the hands of the Lessor and its assignees. If it is determined that such "Interest" payments are not so exempt, then the items of "Rent ", "Interest ", "Agreed Option Price" and related com- putations payable by the Lessee to Lessor hereunder shall be adjusted so as to provide Lessor with the amount of such items as shall equal, on an after tax basis, the amount thereof set forth in this Lease and Exhibits attached hereto. The method and timing of the payment of such adjustment shall be as mutually agreed upon promptly following notice to Lessee of the need for such adjustment. 22. FINANCIAL STATEMENTS. Lessee shall furnish to Lessor, within sixty (60) days after the end of each fiscal quarter of Lessee, financial statements of Lessee which shall include a balance sheet and statement of revenue and expense of Lessee for the quarter and the year to date and such other information and reports as Lessor shall reaso- nably request. All such financial statements shall be cer- tified to be true and correct by the appropriate officer of Lessee. 23. CLAIMS. Lessor hereby appoints and constitutes Lessee as its agent and attorney -in -fact during the term of this Lease to assert and enforce, at the sole cost and expense of the Lessee, whatever claims and rights the Lessor may have as owner of the Equipment against any vendors, manufacturers, suppliers or contractors in respect thereof. 24. NON - WAIVER. No waiver of any of the Lessee's obligations under this Lease shall be deemed to take place unless such waiver has been made in writing and signed by the Lessor. Failure to exercise any remedy which Lessor may have under this Lease or any other acquiescence by the Lessor in any default by the Lessee shall not constitute a waiver of any obligation of Lessee hereunder, including the obligation as to which Lessee is in default. 25. CONCURRENT REMEDIES. No right or remedy conferred upon or reserved to the Lessor in this Lease is exclusive of any other right or remedy provided or permitted herein by law or equity; but each shall be cumulative of any other right or remedy given hereunder, or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith, or from time to time. 26. MODIFICATION. This Lease constitutes the entire agreement between Lessor and Lessee and shall not be amended, altered or modified except in a writing signed by the parties hereto. 27. NOTICES. All notices required or permitted hereunder shall be sufficient if delivered personally or mailed to the parties at the address hereafter set forth or at such other address as either party may designate in writing from time to time. Any such notice shall be effec- tive 48 hours after it has been deposited in the United States mail, duly addressed and with postage prepaid. 28. GOVERNING LAW. This Lease and other instruments or documents executed by the parties hereto, and the rights and duties of the parties hereto, shall be construed and enforced in accordance with the laws of the State of Colorado. -5- I I 29. TIME. Time is of the essence of this Lease and each and all of its provisions. 30. SEVERABILITY. If any provision in this Lease or the application of such provision to any person or cir- cumstance shall be invalid, illegal or unenforceable, the remainder of this Lease or the application of such provision to persons or circumstances other than those to which it is invalid, illegal or unenforceable shall not be affected thereby. IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written. LESSOR: COLORADO NATIONAL LEA ING, INC. By Bldg. 51 y Suite 150 14142 Denver West Pkwy. Golden, CO 80401 LESSEE: TOWN OF • ATTACHMENTS: Resolution No. of the 1�6 Equipment Description (Exhibit A) Equipment Lease Schedule (Exhibit B) Certificate of Acceptance (Exhibit C) Opinion of Counsel Incumbancy Certificate -6- EXHIBIT A Lease #88206 EQUIPMENT LEASE SCHEDULE A. EQUIPMENT LEASED: 1 - Alpha Micro Computer, Model 1000, 2--- Televideo CRTs', 1 - N.E.C. Letter quality Printer w /software to include: General Ledger, Accounts Payroll, Accounts Receivable, Information Management, Word Process, Bank Reconciliation B. TERM: Unless sooner terminated as set forth in the Lease, the term of this Lease respecting each item of equipment listed on this schedule on shall commence on ,�9 and shall expire on C. RENT: As rent for said equipment, Lessee shall pay Lessor the sum of $32,760.00 , payable in installments as follows: 60 consecutive monthly installments of $546.00 commencing on which said installments of rental include interest at a rate of 10.75 per annum on the Agreed Option Price. D. LOCATION: The above described equipment shall be located at Town of Avon, Avon, Colorado and shall not be removed therefrom without the prior written consent of Lessor. APPROVED AND AGREED TO THIS l/ DAY OF �i 1g'3 as a schedule to that certain Lease dated the day of lg 9-? COLORA NATION .EASING, INC. By LESSOR TOWN OF AVON EXHIBIT C Lease #88206 CERTIFICATE OF ACCEPTANCE The undersigned hereby certifies that it has received, inspected, approved and hereby accepts delivery of the following equipment upon the terms and conditions set forth /herein and in that Equipment Lease Agreement dated ` 9J,3 between the undersigned and Coloradot ational Leasing, Inc., a Colorado corporation: 1. Description of Equipment 1 - Alpha Micro Computer, model 1000, 2 - Televideo CRT's, 1 - N.E.C. Letter quality Printer. Software to include: General Ledger, Accounts Payroll, Accounts Receivable, Information Management, Word Processing, Bank Reconciliation 2. Cost: The cost of the equipment is $ 2S.497.00 The undersigned further certified that the foregoing equipment is in good order and condition, and con- forms to the specifications applicable thereto. The execution of this Certificate will in no way relieve or decrease the responsibility of the manufacturer of the equipment for any warranties it has made with respect to the same. The undersigned hereby requests Colorado National Leasing, Inc. to process payment in the amount of $ 25.497.00 to the vendor. ATE : Dated: � 1 q g TOWN OF AVON B D Lessee Unless sooner terminated as set forth 1 the Lease, the term of this lease resRe�ting each n' item of equipment shall commence on 1/1 /q t-? and shall expire on 4"Ll 14199& As rent for said equipment, Lessee s�all ay Lessor the sum of $32 - - ,760.00,/payable in insWlments as follows: 60 consecutive monthly installments of $546.00 commencing on t/1 19kZ which said installments of rent,.include interest at the rate of 10.75 per um on the balance of principal. FYVTPTT P PlITPITMT j.rr!,r, PF?TT rPY?IFNT r1FST(',fJPTF1) P17MICTTor rr PAI,A?TCF OF AGREED - - - - - - - -------- TNTFPFFT - - - - - - - - - - PPJVCTPAL - - - - - - - - - - - - PPTNCTPAL ---------- OPTTO► PRICE Tr!TTTP-.L M,At'CE ------------ 2q,407.00 26,612.69 C'. ij r 7 26,26S.24 ji no 211 Ll 16 11 .,4 C;. P4,P.77.29 511F on 24 , r,61 . ijo P5,569.27 or., rn 24,241.71 25,214.711 r(, 711 2-2, 917. 97 24,056-05 7 rr ?27.71 2 J, tzon. 2 .15 24,495.611 P C� if F. n o 210. ^'1.(P 2?, 57 10?? 2'1,131 01 r if 6.. no n 6 2 22. - ?2,*' ?2.503. 23,763:04 in 11 r 11 A . on riir.no ?01 P- . Li 1 - 40-59 ?0 22,210.71 23.391.72 23 017-04 147.56 21,62.116 22,639-00 54r.00 104.47 351 .53 -- 21,540-1153 22,25T-60 1� 546,60 ign.r;(, 1 Pr. Cit 355.50 ?1 ,1P5.13 ?1,872.84 1r 107.57 7r9. 46 - 363.4 20P25.67 21,484-72 9i16.o0 17P. 6n -167.1,10 20.462.24 20,094.P4 21,093-24 20,698.41 1R r11r,.no if 174.6-4 '371 77 19,723-47 20,300.21 5- r. on 170.6.6- 375.34 19,348.13 19,898.66 20 r;4r- n 18,96F P2 19.493-74 no 16.2.72 '�P3.2P TP, 585 54 9 q- : 19,085-47 1 5'4r-.rn 156.75 :T7.25 18,198.30 198. 30 1P,673.84 e P 946 . on -01.21 17,PO7.OP 16. 250.84 15n. pp 09. 18 17,411.9n 17, P40.49 21l 146.85 399.15 17,012.74 17,418.70 ;'C" rI1F . ro 546,60 1112. PR W)"t. 12 16, 609.6.2 16.993.71 'Dr iip.nj B07.n9 16,202.53 16. 565.28 r1F .rn I j. oj 411.66 15,7Q1.47 161Pf 0 ri1r.rr 1? 0.n7 419.03 15,176.45 .33.50 1515,69P-35 c;ijr. no V7.00 1110.00 14,957.45 19,259.84 12 -1.r? 14,534.4B 14,017.98 -44. 110.-7 J er. 0) 111, 107.55 14,372-75 or 119.10 11,924.17 6116. 60 111,1 11�u,n7 1?.241.77 13,472.23 107.1• i.13P. Pil 12,P02.01 13,nif -93 r.iir'. no L142.P1 12,558.26 If(. or on. P;> 4146. 7P 12,096.24 ro or-,. Pr-, itc-,r,.7r; 11,1462.60 11,630-86 rr C)i . 1�r 454,72 11,007.FS 11,162.13 P7. ij�p. F-0 10,549.20 10,690.03 L! r. I; It 6, no it 62. r'5 10,0P6.54 in,214-57 Sur.. r r. 7(). - P -0.619.92 9,735-75 9,149.?3 9,253.50 71.114 474.56 8,674.77 P,768.04 114 9116. On 6.7.117 478.5? P. 196.24 8,279.15 49 `46. or r1l. CT 4R2. r;0 7,713.74 7,786.90 it F r 11 ' no C; 17, ' . i4P6 . L17 7,227.27 7,291.29 47 C;11r.. nr C;5. c,6. ijon. iiij 6.7?6.P3 6,792.31 uP ilr-'. Po 51.60 ifo 6 , 214 2. b -4 6,209.98 1t0 x46.06, 117, r-? ijoP.77 5,74il.06 5,784.29 r rn;,. �11 ,P41-71 5,275.24 r, CW'. 11 774 A o 11,762.R4 r;o. rn -7cz. 7') rjr.,lp 11 2PI; 1P 4,247.07 r7 .727.94 rrl rr) ;?7.70 ?.20x1,46 C; r; r- if r, nr ?_ ?. ^1 2 67n. 9 117 2,679.6.1 C� ri!r- . no F 0 r"P6. r. 1 21 lifi.l. 71 P,150.41 r, - riir.rn jr.pp r."Ir. ip 1 e 1,614., 1,617.84 5P rtifr. rr 11.01 r, 4.n9 1,000.r9 1,081.92 r-4r. on 7. OLI P,. P6 C;112. 01 542.64 r'LIF . on rji?. n? Or I -. ()C Unless sooner terminated as set forth 1 the Lease, the term of this lease resRe�ting each n' item of equipment shall commence on 1/1 /q t-? and shall expire on 4"Ll 14199& As rent for said equipment, Lessee s�all ay Lessor the sum of $32 - - ,760.00,/payable in insWlments as follows: 60 consecutive monthly installments of $546.00 commencing on t/1 19kZ which said installments of rent,.include interest at the rate of 10.75 per um on the balance of principal. t I�-1\` ORDINANCE NO. 483 - 16 SERIES OF 1983 AN ORDINANCE AUTHORIZING EXECUTION OF CERTAIN EQUIPMENT LEASE AGREEMENTS BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO: Section 1. Those certain Equipment Lease Agreements, together with their Exhibits A, B, and C, copies of which agreements are attached hereto as Addenda I, and the terms of each are hereby approved, and the acquisition of the municipal properties described therein are hereby authorized. Section 2. The Mayor and Town Clerk are hereby authorized and directed to execute each of said Equipment Lease Agreements. INTRODUCED, PASSED ON FIRST READING, APPROVED AND ORDERED POSTED, THIS . .' , . . ( day of 1 ;. +. li , 1983, and a public hearing on this Ordinance shall be held at the regular meeting of the Town Council of the Town of Avon, Colorado, on the /. day of e ",4 , 1983 at 12:00 noon in the Municipal Building of thb Town of Avon, Colorado. Allan R. tingham, or r 1 ATTEST Patricia J. Doyle, Town C erk INTRODUCED, PASSED ON SECOND READING, APPROVED AND ORDERED POSTED THIS 12th DAY OF April , 1983. ,- &TTEST : •" "Patricia le, Town /Cler r A lan R. N ttingham, I or STATE OF COLORADO ) COUNTY OF EAGLE ) SS TOWN OF AVON ) NOTICE IS HEREBY GIVEN OF A PUBLIC HEARING BEFORE THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO, AT 7:30 P.M. ON THE 12TH DAY OF APRIL, 1983 AT THE MUNICIPAL BUILDING, 400 BENCHMARK ROAD, AVON, COLORADO FOR THE PURPOSE OF CONSIDERING THE ADOPTION OF ORDINANCE NO. #83 -16, SERIES OF 1983: AN ORDINANCE AUTHORIZING EXECUTION OF CERTAIN,EQUIPMENT LEASE AGREEMENTS. A copy of said Ordinance is attached hereto and is also on file at the office of the town clerk and may be inspected during regular business hours. Following this hearing, the Council may consider final passage of this Ordinance. This notice given and passed by order of the Town Council of the Town of Avon, Colorado. Dated this 25th day of March, 1983. TOWN OF�VON, COLORADO ("-_ Patri.cia . Do le, Town Cl k POSTED AT THE FOLLOWING PUBLIC PLACES WITHIN THE TOWN OF AVON ON MARCH 25, 1983: THE MAIN ENTRANCE OF THE POST OFFICE, THE MAIN ENTRANCE TO CITY MARKET, THE PESTER GAS STATION; AND THE MAIN LOBBY IN THE MUNICIPAL BUILDING PETER COSGRIFF JOHN W. DUNN ROBERT H. S. FRENCH STEPHEN C. WEST TIMOTHY H. BERRY DAVID H. MILLER ARTHUR A. ABPLANALP, JR. JOHN B. WOOD LAW OFFICES COSGRIFF, DUNN & FRENCH, P. C. P. O. BOX 340 VAIL, COLORADO 81658 (303) 476 -7552 April 20, 1983 Colorado National Leasing, Inc. 14142 Denver West Parkway Building 41, Suite 150 Golden, Colorado 80401 Re: Equipment Lease Agreement Gentlemen: LEADVILLE OFFICE: P. 0. BOX 1 I LEADVILLE, COLORADO 80461 (303) 486.1885 BRECKENRIDGE OFFICE: P. O. BOX 588 BRECKENRIDGE, COLORADO 80424 (303) 453 -2901 We have acted as counsel to the Town of Avon in connection with the execution and delivery of an Equipment Lease Agreement, Lease No. 88206, including the Equipment Lease Schedules, Exhibits and Certificates attached thereto, between Colorado National Leasings, Inc., a Colorado corporation, and Town of Avon, pursuant to which the Town of Avon has agreed to lease the equipment referred to in the Equipment Lease Agreement on the terms therein contained. In rendering this opinion, we have examined copies of the Equipment Lease Agreement, and the Equipment Lease Schedules as well as such other documents, records, certifi- cates and legal matters as we have deemed relevant and necessary as a basis for our opinion hereinafter set forth. Based on the foregoing, it is our opinion that: 1. The Town of Avon has all the requisite power and authority to lease the property which is the subject of the Equipment Lease Agreement and has all requisite power and authority to enter into such Equipment Lease Agreement, each Equipment Lease Schedule and the Certificate of Accep- tance attached thereto. 2. The Equipment Lease Agreement and each Equip- ment Lease schedule has been duly authorized, executed and delivered by the Town of Avon and constitute the legal, valid and binding obligations of the Town of Avon, enforceable against the Town of Avon in accordance with their respective terms. 3. The execution, delivery and performance by the Town of Avon of the Equipment Lease Agreement, each Equipment Lease Schedule and the Certificate of Acceptance will not violate or contravene any provision of the existing Colorado or federal law or any order of any court or govern- mental agency having jurisdiction, the Town Charter, or any mortgage, indenture, security agreement or other instrument to which the Town of Avon is a party or by which it, or any of its property, is bound. Yours very truly, COS W UNN & FRENCH, P. C. By .� JohnJW. Dunn JWD :kem:M5 cc: Mr. James PETER COSGRIFF JOHN W. DUNN ROBERT H. S. FRENCH STEPHEN C. WEST TIMOTHY H. BERRY DAVID H. MILLER ARTHUR A. ASPLANALP, JR. JOHN B. WOOD LAW OFFICES COSGRIFF, DUNN & FRENCH, P. C. P. O. BOX 340 VAIL, COLORADO 81658 (303) 476.7552 April 20, 1983 Colorado National Leasing, Inc. 14142 Denver West Parkway Building 41, Suite 150 Golden, Colorado 80401 Re: Equipment Lease Agreement Gentlemen: LEADVILLE OFFICE: P. O. BOX 11 LEADVILLE. COLORADO 80461 (303) 486.1685 BRECKENRIDGE OFFICE: P. O. BOX 568 BRECKENRIDGE, COLORADO 80424 1303) 453 -2901 We have acted as counsel to the Town of Avon in connection with the execution and delivery of an E(;uipmert Lease Agreement, Lease No. 88206; including the Equipment Lease Schedules, Exhibits and Certificates attached thereto, between Colorado National Leasings, Inc., a Colorado corporation, and Town of Avon, pursuant to which the Town of Avon has agreed to lease the equipment referred to in the Equipment Lease Agreement on the terms therein contained. In rendering this opinion, we have examined copies of the Equipment Lease lnreement, and the Equipment Lease Schedules as well as such other docur;ents, records, certifi- cates and legal matters as we have deemed relevant and necessary as a basis for our opinion hereinafter set forth. Lased on the foregoing, it is our opinion that: 1. The Town of Avon has all the requisite power and authority to lease the property which is the subject of the Equipment Lease Agreement and has all requisite power and authority to enter into such Equipment Lease Agreement, each Equipment Lease Schedule and the Certificate of Accep- tance attached thereto. 2. The Equipment Lease Agreement and each Equip- ment Lease schedule has been duly authorized, executed and delivered by the Town of Avon and constitute the legal, valid and binding obligations of the Town of Avon, enforceable against the Town of Avon in accordance with their respective terms. r 3. The execution, delivery and performance by the Town of Avon of the Equipment Lease Agreement, each Equipment Lease Schedule and the Certificate of Acceptance will not violate or contravene any provision of the existing Colorado or federal law or any order of any court or govern- mental agency having jurisdiction, the Town Charter, or any mortgage, indenture, security agreement or other instrument to which the Town of Avon is a party or by which it, or any of its property, is bound. JWD :kem:M5 cc: Mr. James Yours very truly, COS W UNN & FRENCH, P. C. Hy . I'44,� John W. Dunn r.� TO: Richard D. Blodgett, Town Manager FROM: William D. James, Finance Director V)ro DATE: March 3, 1983 SUBJECT: Lease /Purchase of Computer Equipment As you know, we have been researching the possibility of an in house computer. To date, we have taken bids, rejected those bids, and received revised estimates on both computer hardware and software. Equipment being considered included systems with the option of a word processor. I have seen numerous pieces of equipment and software packages from the bidders as well as other system demonstrations in the area and at the Rocky Mountain Computer Show in Denver. The approach used from the start in selecting a data processing system was a turn key operation. We want the supplier to be the town's "Computer Staff." Other main factors were 1) service, 2) ease of operation, 3) expand- ability, 4) training, and 5) cost. When we initially took bids, I was probably responsible for the high cost,. I surveyed a number of government organizations similar in size of operation, all were using a mini computer system. After the bids were received, I met with the Council Committee Sheila Davis, Al Connell and Larry Kumpost, to review the bids. The general consensus of the committee was that the software did not comply with the specifications and the total price. Therefore, the committee recommended that the bids be rejected. In the meantime, I have reviewed the Town's computer hardware needs and basically reached a decision that a computer with less capacity would be sufficient with expandibility for future use. Also, I reviewed the software applications and revised the town's needs as to the type of software that would efficiently process the financial records and maintain adequate fiscal controls. In addition to purchasing a computer for the Town, I also contacted Upper Eagle Valley Sanitation District to explore the possibility of using their equipment on a time - sharing basis. However, UEVSD, is currently using this equipment close to capacity and is experiencing occassional bottlenecks in processing data. Therefore, UEVSD would have to purchase other equipment to add the Town of Avon as part of their data processing operation. In reviewing the current proposals, I have reached the decision that Watts Computer System, Inc., is the most qualified vendor to handle the Town's data processing needs. This decision is based upon the following: 1) Present equipment can be used. 2) Staff is familiar with the software. 3) The software is proven as adequate accounting and fiscal control. 4) Training is local and because of staff familiarity with the hardware and software, conversion will be less time consuming. 5) Service is local for both software and hardware. 6) Hardware is expandable. 7) Watts can provide the equipment at a competitive price. ,1�---1, The following is a breakdown of the cost for the computer system. The analysis is presented in three phases: 1) Financial Functions, 2) Word Processing, 3) Other applications. * Software programs to be demonstrated. May or may not be purchased: 1) Financial System Hardware (Includes cost of Installation) Computer System $ 9,517 General Ledger $ 995 Accounts Payable 995 Payroll 995 Accounts Receivable 995 *Bank Reconciliation 995 *Information Management 500 $ 5,475 TOTAL NEW SYSTEM $14,992 Refinance Present Equipment $ 2,512 (Terminal /Printer) Update Present Printer Son TOTAL FINANCIAL SYSTEM $18,004 Monthly Charges inance arges(5yrs. @100) $ 382.53 Software 50.00 Hardware Maintenance 120.95 TOTAL MONTHLY CHARGES $ 553.48 Monthly Charges for Current Operations $ 950.00 2) Word Processing Hardware, Including Installation 128K Memory Expansion $ 900.00 (1) Terminal 1,217.00 Quality Printer 3,695.00 TOTAL $ 5,812.00 Word Processing 1,500.00 TOTAL WORD PROCESSING $7,312.00 Less $1,500 down payment (1983 budget) - 1,500.00 NET AMOUNT TO BE FINANCED $5,812.00 Monthly Charges Finance Charges (5 yrs. @loo) $ 123.49 Software Maintenance P1 /A Hardware Maintenance 58.12 TOTAL MONTHLY CHARGES $ 181.61 3) Other Applications (Engineering & Planning) Hardware (Cost of Installation Included) 4 port I/O board with CP /M Allows system to use other software programs such as Apple II applications $ 2,000 (1) 'germinal (can also be used for word processing) 1,217 $ 3,217 Software No proposed software applications. With the CPM a number of companies and Municipalities have developed software packages. TOTAL OTHER APPLICATIONS $ 3,217 Less $1,500 down payment (1983 budget) $ -1,500 NET AMOUNT TO BE FINANCED $ 1,717 Monthly Charges Finance charges (5 yrs. @10 %) $ 36.48 Software Maintenance N/A Hardware Maintenance 32.17 TOTAL MONTHLY CHARGE $ 68.65 NOTE: Engineering & Planning will have $1,500 remaining in their budgets for software programs to be purchased. SUMMARY OF MONTHLY SYSTEM COST: Financial System $ 553.48 Word Processing 181.61 Other Applications 68.65 Current Monthly Charges $ 950.00 Net Savings Per Month 146.26 Amount Budgeted Per Month 1,000.00 $ 803.74 Therefore, I recommend that the Town be authorized to lease /purchase a computer system from Watts Computer Systems, Inc., of Vail, in an amount not to exceed $26,500; refinance present equipment and arrange financing through Colorado National Leasing at an interest rate not to exceed 10 %.