12-17-1984 CNL Orion Bus LeaseLEASE PURCHASE AGREEMENT
THIS LEASE PURCHASE AGREEMENT, dated as of December 17, 1984,
is made and entered into by and between COLORADO NATIONAL LEASING,
INC., a Colorado corporation, ( "CNL ") and COLORADO NATIONAL BANK -
LAKEWOOD, ( "Bank ") a national banking association.
RprTTATA
A. CNL and Bank have conducted such examination of the terms
of a proposed Equipment Lease Agreement, Lease No. 88209, ( "Lease "), a
copy of which is attached hereto, between CNL and Town of Avon,
( "Lessee "), the documents relating to such lease, including any
guarantees, repurchase agreements, mortgages, security agreements and
financing statements to be executed in connection therewith (Lease and
related documents being hereinafter collectively referred to as the
"Lease Documents "), the property covered by the Lease ( "Property ") the
business and prospects of the Lessee and the adequacy of the security
to be provided in connection with the Lease, as CNL and Bank have each
deemed necessary and appropriate.
B. Based on such examination and in reliance on Bank's com-
mitment to purchase an interest in the Lease and the Property, CNL has
determined that it would be in its best interest to consummate the
Lease on substantially the same terms set forth in the Lease
Documents, and Bank, based on its examination of the transaction, has
determined that it would be in its best interest to acquire from CNL
an interest in the Lease and the Property.
C. CNL and Bank desire to effect such purchase and sale in
accordance with the terms and conditions set forth below.
AaR RRMRWT
In consideration of the mutual covenants and promises con-
tained herein and for other good and valuable consideration, the par-
ties hereto hereby agree as follows:
1. CNL hereby agrees to sell and Bank hereby agrees to
acquire from CNL, upon the consummation of the Lease, an undivided
ownership interest of 100% ( "Bank's Ownership Interest ") in and to
CNL's initial 100% interest in the Lease and the Property. In the
event such Lease is not consummated on substantially the same terms
and conditions as contemplated by the Lease Documents, this Agreement
shall terminate and be of no further force or effect.
2. In consideration for such purchase, Bank shall pay to
CNL:
(a) In cash or certified funds, upon the consummation of the
Lease, a nonrefundable fee of $6,003.00, which is 5.75% of the cost of
the lease property to CNL; and
(b) 0% of Bank's Ownership Interest in each payment made
under the Lease. Such amount shall be deducted by CNL from the
amounts otherwise payable to Bank pursuant to paragraph 6 hereof.
3. The Bank hereby irrevocably appoints CNL as its exclusive
agent for any disposition of the Property. As an agent for the Bank,
CNL shall use its best efforts with respect to such Property to:
(a) Analyze the then current market for similar used
Property;
(b) Advise the Bank as to the comparable profitability of a
Lease, Re- lease, or sale of the Property, prepare financial data and
give its recommendations in connection therewith;
(c) Arrange for Lessees or buyers and otherwise utilize its
best efforts in marketing the Property; and
(d) Arrange for necessary documentation and secure the execu-
tion of necessary agreements and related documents as may be required
in arranging the Lease, Re- lease, sale or other disposition of the
Property.
As compensation for its services in disposing of the
Property, CNL shall be entitled to retain, out of the first proceeds
received from any such disposition, an amount equal to its actual out -
of- pocket costs plus reasonable personnel expenses incurred in connec-
tion with its services ( "CNL's Costs ").
In the event of any disposition of the Property, CNL shall
pay to the Bank, out of the proceeds from such disposition, an amount
equal to (a) the Bank's Ownership Interest times the lesser of (i) the
booked residual value established by CNL at the inception of the Lease
less CNL's Costs or (ii) the actual amount received upon disposition
of the Property less CNL's Costs; plus (b) 50% of the Bank's Ownership
Interest times any amount by which the amount received upon disposi-
tion of the Property exceeds the booked residual value established by
CNL at the inception of the Lease.
4. The delivery to Bank of an executed counterpart of the
Lease shall constitute the sale transfer and assignment to Bank of all
CNL's right, title and interest in and to the Lease and the Property,
and all benefits and advantages to be derived therefrom, to the extent
of Banks's Ownership Interest therein.
5. The Lease and the Property are acquired by Bank without
recourse to CNL, and CNL shall not be obligated to repurchase the
Lease or the Property for any reason.
6. To the extent of the Bank's Ownership Interest, the Bank
shall have full and complete ownership of the Lease and the Property,
shall be entitled to receive, subject to the limitations contained in
paragraph 3, 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 10 thereof.
7. Bank hereby grants to CNL the right, on behalf of Bank,
to carry out the provisions of the Lease Documents, to enforce the
obligations and collect the payments due thereunder, to grant or with-
hold waivers, consents and approvals, and to exercise and enforce all
rights and privileges accruing to the lessor of the Lease by reason of
the Lease Documents, including the right to extend or renew any lease
and change the amount or due dates of payments due thereunder. Such
rights shall be exercised by CNL in its sole discretion and in the
exercise of its business judgment, unless and until CNL receives writ-
ten notice from Bank revoking such authority. CNL shall handle all
transactions relating to the Lease and the Property in accordance with
CNL's usual and customary practices with respect to leases of this
type and shall adhere to the same standards of conduct as would be
applicable if there had been no transfer of the Lease and Property to
Bank, CNL shall maintain all books and records regarding the Lease,
and of all billings and notices required thereunder, and prepare and
promptly submit to Bank with respect to all leases to which Bank has
acquired an interest from CNL a monthly lease receivable trial
balance, a monthly unearned income trial balance, a monthly service
fee trial balance and a monthly residual investment tax credit trial
balance, as well as such other reports as may be mutually agreed upon
from time to time.
8. The Lease Documents shall be in the name of CNL, as
lessor, and Bank hereby designates CNL as custodian to keep and safe-
guard all executed Lease Documents. CNL shall hold title to the Lease
and the Property and, with respect to Bank's Ownership Interest
therein, shall hold the same as agent for Bank for purposes of admi-
nistering the Lease and fulfilling its obligations hereunder, not-
withstanding the transfer of the Lease and the Property pursuant to
this Agreement. CNL may execute such documents and take such action,
on its and Bank's behalf, as may be reasonably necessary to effect the
transfer of title to and ownership of any of the Property upon the
sale or other disposition CNL and Bank agree to cooperate fully with
each other in the enforcement of the Lease and in collecting amounts
due thereunder. If requested by the other party, either party will
join in any action or proceeding maintained for the purpose of
enforcing, maintaining or preserving rights under the Lease or of
enforcing, protecting or realizing any security taken in connection
with the Lease.
9. CNL shall not be liable to Bank for any action or failure
to act or mistake on the part of its officers, employees, represen-
tatives or agents with respect to any transactions relating to the
Lease; provided, however, that CNL must act in good faith and engage
in no willful misconduct.
10. Any expense or obligations which CNL may incur, including
collection expenses, attorneys' fees, fees or disbursements incurred
by or for outside agents or representatives fees for storage and
repair and sales, property and other taxes, in enforcing, maintaining
or preserving the rights of CNL and Bank under the Lease or enforcing
or protecting or realizing on any security taken in connection with
the Lease, but excluding ordinary overhead expenses incurred by CNL,
shall, as between CNL and Bank, be borne by and be the sole respon-
sibility of Bank to the extent of Bank's Ownership Interest. If such
amounts are initially paid by CNL, Bank shall reimburse CNL for all
such amounts on demand.
11. CNL represents and warrants that all of the Lease
Documents will be duly authorized, executed and delivered by all par-
ties thereto in substantially the same form as heretofore approved by
Bank. Unless otherwise agreed by Bank, CNL represents and warrants
that the Property will not be delivered to the Lessee until after the
execution of this Agreement by Bank and CNL and that the Lease will be
executed and delivered by the parties and CNL and Bank will own the
Property, prior to the time it is placed in a condition or state of
readiness and availability for its specifically assigned function.
Except as expressly provided immediately above, CNL makes no represen-
tations or warranties in connection with the transaction contemplated
hereby, and specifically makes no representations or warranties,
express or implied, and assumes no liability to Bank with respect to
the solvency or financial worth or any lessee under the Lease, the
collectibility of any of the payments due under the Lease or of any of
the collateral, guarantees or other security for the Lease or the
proper treatment of the Lease under state and federal tax laws, all of
which matters have been independently investigated by Bank prior to
its execution of this Agreement.
12. CNL shall not be liable for, and the Bank agrees that it
shall have and shall assert no claims against CNL as a result of, any
failure on the part of CNL to carry out any of its duties or obliga-
tions under this Lease Purchase Agreement which are attributable to
causes outside the control of CNL.
13. It is agreed that CNL and Bank are co- owners of the Lease
and the Property and are not partners or joint venturers, and that CNL
is to act in all matters affecting the co- owners thereof as an inde-
pendent contractor engaged for the purpose of administering and
enforcing the Lease. In the event that either CNL or Bank shall be
sued or threatened with a suit in connection with the Lease or the
Property, or in the event that any action, claim or demand of any kind
shall be asserted against CNL or Bank, directly or indirectly,
relating to the Lease or the Property, then, in any event, any payment
in satisfaction or compromise of such suit, claim, action or demand
and any expenses, costs and attorney's fees paid or incurred in con-
nection therewith shall be borne by and be the sole responsibility of
Bank to the extent of Bank's Ownership Interest in the Lease and the
Property. If such amounts are initially paid by CNL, Bank shall reim-
burse CNL for all such amounts on demand.
14. Bank acknowledges and agrees that CNL may sell to other
persons all or a portion of CNL's undivided ownership interest in the
Lease and the Property without notice to or the consent of Bank.
15. Bank shall not assign, transfer or share its undivided
interest in the Lease or the Property to or with any person or entity
other than CNL without the prior consent of CNL. This Agreement shall
be governed by and construed in accordance with the laws of the state
of Colorado.
16. All notices required or permitted by this Agreement shall
be sufficient if delivered personally or mailed to the party at the
address hereinafter set forth or at such other address as either party
may designate in writing from time to time. Any such notice shall be
effective forty -eight (48) hours after it has been deposited in the
United States mail duly addressed, postage prepaid.
Bank:
Colorado National Bank - Lakewood
1415 Carr Street
Lakewood, Colorado 80215
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 D �j ., ,, -, i /1"
COLORADO NATIONAL BANK - LAKEWOOD
By
BaLkrett llett D
Vice President
#88209
BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS, that the undersigned for valuable
consideration does hereby grant, sell, transfer, and deliver unto
The Town of Avon
(Purchaser)
(Grantee) the following described equipment:
SEE ATTACHED EXHIBIT "A" in the amount of -0- plus -0- sales tax.
To have and to hold all and singular the said goods and chattels
to said Grantee, his successors and assigns. The undersigned cove-
nants with said Grantee that undersigned is the lawful owner of said
chattels; that they are free from all encumbrances; that undersigned
has a good right to sell the same; that undersigned will warrant and
defend same against the lawful claims and demands of all persons.
Except for the foregoing warranties and representations, Grantee takes
said goods and chattels "AS IS."
WITNESS, the hand and seal of the seller, this
1i. 19
State of ✓��_ �) )
County of.�
Subscribed and sworn to
before me this ��'� day
of—, ,19
Notary Public
My Commission
expires
q0
O
day of
COLORADO NATIONAL, LEASING, INC.
ss.
By �
Title Cavti,.w. Pi•�.. a X L eon e. Ce09�'
Address 950 Seventeenth St., #2400
St. - P.O. Box - RR#
Denver
City
Colorado 80202
State Zip Code
Lease No. 88209
EXHIBIT C
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
between the undersigned and
Colorado National Leasing, Inc., a Colorado corporation:
1. Description of Equipment:
One Orion 30 Foot Transit Bus, S /Nat3 /J/ g7 Xr�G(' /C.•
2. Cost:
The cost of the equipment is $ 116,000 .
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 $116,0no
to the vendor.
Dated: /i - ,erg -may
By -
Lessee
ATTEST:
F CNB'I COL' RADO NATIONAL
LEASING, INC.
April 16, 1987
Mr. William James
Town of Avon
P. O. Box 975
Avon, CO 81620
Dear Mr. James:
Re: Town of Avon; Equipment Lease #88209
Contract Date - November 14, 1984
I am enclosing, in accordance with Paragraph #15 of the
above - referenced contract between Colorado National Leasing,
Inc. and Town of Avon, a duplicate original counterpart by
which assignment of the contract has been made to Colorado
National Bank - Lakewood.
The assignment of such
that Colorado National
Lease Servicing Agreem
Lakewood, will invoice
and that such payments
National Leasing, Inc.
contract shall not affect the fact
Leasing, Inc., in accordance with the
Bnt with Colorado National Bank -
Town of Avon for all future payments
shall be remitted to Colorado
Please sign and date the original copy of this letter
agreement and return it to this office at the address below.
Sincerely,
Vrlb-Ct
Cn ia P rince
act Administrative Manager
ACCEPTED AND AGREED TO THIS 21 DAY OF r , 19.
TOWN OF AVON
By
Title
950 Seventeenth Street
Suite 2400
Denver, Colorado 80202
(303) 629 -7750
1
"��1111I//I�
C N B = COLORADO NATIONAL
"'.,����� LEASING, INC.
November 9, 1984
Mr. Bill James
Town of Avon
P.O. Box 975
Avon, Colorado 81620
Re: Lease Agreement No. 88209
Dear Bill:
�3
Enclosed please find the following doucments in reference to
the above lease:
1. Municipal Lease Agreement
2. Exhibit "B" - Equipment Lease Schedule
3. Exhibit "C" - Certificate of Acceptance
4. Opinion of Counsel
5. Resolution of Incumbency
Please execute each document in the appropriate place and
return to this office. We have enclosed (2) two Exhibit "B"
lease schedules so that you may chose which payment plan is
more convenient to the Town of Avon.
If you have any questions, please do not hesitate to contact
US.
SPeting y,
J ardson
M Associate
JLR /cl
Enc.
Building 51, Suite 150
14142 Denver West Parkway
Golden, Colorado 80401
(303) 278 -7750
Lease No. 88209
EQUIPMENT LEASE AGREEMENT
(Municipal Lease)
This Lease is made this day of , 19
between Colorado National Leasing, Inc., a Colorado
Corporation ( "Lessor "); and the
Town of Avon ( "Lessee ").
In consideration of the mutual covenants and promises
herein set forth, the parties agree as follows:
1. LEASE. Lessor hereby leases to Lessee, and Lessee
hereby leases and hires from Lessor, the property, machinery
and equipment ( "Equipment ") described in the Equipment
Description (Exhibit A attached hereto and made a part
hereof) .
2. TERM. This Lease shall commence on the date hereof
and unless sooner terminated as provided herein, shall
expire (5) five 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) Le.ssee shall inspect.the Equipment within
forty -eight (48) hours after receipt thereof. Unless Lessee
within such .period of time gives written notice to Lessor,
specifying any defect in or other proper objection to the
Equipment, Lessee agrees that it shall be conclusively pre-
sumed, as between Lessor and Lessee, that Lessee has fully
inspected and acknowledged that the Equipment is in good
condition and repair, and that Lessee is satisfied with and
has accepted the Equipment in such good condition and
repair. At or prior to expiration of such inspection
period, Lessee shall execute and deliver to Lessor the
Certificate of Acceptance. Exhibit C attached hereto and
made a -part hereof) .
(b) Lessor hereby assigns to Lessee for and during
the term of this Lease all manufacturer's warranties and
guarantees, express or implied, with respect to the
Equipment, to the extent such warranties.and guarantees are
assignable. Lessee acknowledges that it selected each item
of Equipment based on its own analysis and investigation
from vendors chosen by Lessee and further acknowledges that
Lessor made no representations or warranties in connection
with the Equipment or vendors.' LESSOR MAKES NO WARRANTY,
EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT AND
EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING THE
MERCHANTABILITY OF THE EQUIPMENT, ITS FITNESS FOR A
PARTICULAR PURPOSE, ITS DESIGN, CONDITION OR WORKMANSHIP AND
RECEIVED OL-C 26 1984 -1-
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
liability and property damage insurance covering the Equipment
in amounts not less than $500,000 in respect of bodily injury
or death to any person, not less than $1,000,000 in respect of
any one accident, and not less than $400,000 in, respect of
property damage. All such liability insurance shall insure
both Lessor and Lessee.and all-such property damage insurance
shall name Lessor as loss payee as its interest may appear.
Lessee may effect such coverages under its blanket policies.
No loss or damage to the Equipment or any part thereof shall
impair any obligation of the Lessee under this Lease which
shall continue in full force and effect. In the event of loss
or damage of any kind whatever to any item of Equipment, the
proceeds of such insurance shall be applied to any item of
Equipment:
(a) To place the same in good repair, condition and
working order, or replace the same with like Equipment in
good repair, condition . and working order; or
(b) If, in the reasonable judgment of Lessor, the
Equipment is determined to be lost, stolen, destroyed or
damaged beyond repair, Lessee shall pay Lessor therefor in
cash, to the extent the insurance proceeds paid to Lessor
may be insufficient, the Agreed Option Price set forth in
Exhibit B determined as of the date of the last full rental
payment made by Lessee, plus interest on such Agreed Option
Price at the rate set forth in Exhibit B from the date of
the last full rental payment until the date of payment for
the Equipment. Upon such payment this Lease shall terminate
with respect to the Equipment so paid for and Lessor will
thereupon execute and deliver to Lessee a bill of sale
transferring such Equipment to Lessee "AS -IS- WHERE -IS,"
WITHOUT WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY
MATTER WHATSOEVER.
10. SURRENDER. Except as provided in paragraph 20
hereof, upon the expiration or earlier termination of this
Lease, Lessee shall (unless Lessee has purchased the
Equipment pursuant to paragraphs 9 or 19 hereof) return the
same to Lessor in good repair, condition and working order,
ordinary wear and tear resulting from proper use thereof
excepted, by delivering, at Lessee's sole cost and expense,
possession of the Equipment to Lessor at such place as
Lessor may designate.
11. TAXES AND LIENS.
(a) Lessee agrees to pay and to indemnify and hold
Lessor harmless from all license, sales, use, personal pro-
-2-
perty or other taxes together with any penalties, fines or
interest thereon imposed or levied with respect to the
Equipment or the ownersh-i.p, 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 attached hereto within ten
(10) days after the same is due and payable, or if the
Lessee shall fail to observe, keep or perform any other pro-
vision of this Lease for a period of ten (10) days after
receipt of written notice thereof, Lessor shall have the
right to exercise any one or more of the following remedies:
(a) To terminate this Lease and to sue for and
recover all rents and other payments then accrued and unpaid
hereunder and all rents and other payments which will accrue
during the then current fiscal year of Lessee.
(b) To retain all rentals and to take possession
of any or all items or Equipment, without further demand or
notice and without any court order or other process of law,
and either to remove the same or to lease the same to others.
14. TERMINATION FOR NON - APPROPRIATION.
Notwithstanding anything herein to the contrary, if Lessee
does not appropriate funds for any fiscal year of Lessee
during the term hereof sufficient to pay the amounts due
hereunder in such fiscal year and Lessee has exhausted all
funds legally available for payments due under this Lease,
Lessee may, by written notice given to Lessor no later than
ten (10) days after adoption of the budget for such fiscal
year, thereupon terminate this Lease. Upon such ter-
mination, Lessee shall return the Equipment to Lessor in
accordance with paragraph 10 hereof and pay all rents and
other payments due to Lessor for periods prior to the date
the Equipment is so returned to Lessor. If Lessee ter-
minates this Lease under the provisions of this paragraph
#14, Lessee may not, during the remaining term of this
Lease, replace the Equipment subject to this Lease with like
kind or similarly functional Equipment or acquire the use of
replacement Equipment of any kind during the remaining term
of this Lease.
15. ASSIGNMENT. Without the prior written consent of
Lessor, Lessee shall neither assign, transfer, pledge or
hypothecate this Lease, the Equipment or any part thereof,
or any interest therein, nor sublet any item of Equipment.
It is understood that Lessor contemplates assigning this
Lease or interests in the Equipment and that Lessor's
assignee may also assign the same. All rights of Lessor
hereunder may be assigned, transferred, or otherwise
disposed of, either in whole or in part, without notice to
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
-3-
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 defect's therein. Lessor shall not be
liable for any consequential,- incidental or special damages
of any character as a result.of or arising out of the lease
of the Equipment, or any item thereof, including loss of
profits, property damage or lost production, whether suf-
fered by Lessee or any other person.
18. INTEREST. Should Lessee fail to pay any part of
the rent herein reserved or any other sum required by Lessee .
to be paid to Lessor, within 10 days after the due date
thereof, Lessee shall pay to the Lessor interest on such
delinquent payment from the due date until paid at the rate
of 18 %.
19. OPTION. Provided Lessee is not in default in the
performance of its obligations hereunder, Lessee shall have
the option, at any time after one year from the commencement
of this lease to purchase the Equipment for an amount equal
to the-Agreed Option Price thereof set forth in Exhibit B at
the date of the last full rental payment, plus interest on
such Agreed Option Price at the rate set forth in Exhibit B
from the date of the last full rental payment until the date
of payment for the Equipment. Such option to purchase the
Equipment shall be exercised by the payment of the Agreed
Option Price plus interest as herein provided to Lessor at
Lessor's office in Golden, Colorado. If Lessee exercises
the option to purchase the Equipment, title thereto shall
thereupon become vested in Lessee and Lessor will thereupon
execute and deliver to Lessee a bill of sale transferring
such Equipment to Lessee "AS -IS- WHERE -IS ", WITHOUT WARRANTY,
EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER WHATSOEVER.
20. EXPIRATION. If Lessee shall comply with all pro-
visions of this Lease on its part to be kept and performed,
then upon the expiration of this Lease, all right, title and
interest of Lessor in the Equipment subject to this Lease
shall vest in and become the property of Lessee, and Lessor
will thereupon execute and deliver to Lessee a bill of sale
transferring such Equipment to Lessee, "AS -IS- WHERE -IS ",
WITHOUT WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY
MATTER WHATSOEVER.
21. TAX EXEMPTION. The "Rent ", "Interest ", "Agreed
Option Price" and other computations set forth in this Lease
and exhibits attached hereto have been fixed and computed
upon the assumption that the amount designated as "Interest
will be exempt from federal income taxation and 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 computations payable by the Lessee to
-4-
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
year 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 reasonably
request. All such financial statements shall be certified
to be true and correct by the appropriate officer of Lessee.
23. CLAIMS. Lessor hereby appoints and constitutes
Lessee as its agent and attorney -in -fact during the term of
this Lease to assert and enforce, at the sole cost and
expense of the Lessee, whatever claims and rights the Lessor
may have as owner of the Equipment against any vendors,
manufacturers, suppliers or contractors in respect thereof.
24. NON- WAIVER. No waiver of any of the Lessee's
obligations under this Lease shall be deemed to take place
unless such waiver has been made in writing and signed by
the Lessor. Failure to exercise any remedy which Lessor may
have under this Lease or any other acquiescence by the
Lessor in any default by the Lessee shall not constitute a
waiver of any obligation of Lessee hereunder, including the
obligation as to which Lessee is in default.
25. CONCURRENT REMEDIES. No right or remedy conferred
upon or reserved to the Lessor in this Lease is exclusive of
any other right or remedy provided or permitted herein by
law or equity; but each shall be cumulative of any other
right or remedy given hereunder, or now or hereafter
existing at law or in equity or by statute or otherwise, and
may be enforced concurrently therewith, or from time to
time.
26. MODIFICATION. This Lease constitutes the entire
agreement between Lessor and Lessee and shall not be
amended, altered or modified except in a writing signed by
the parties hereto.
27. NOTICES. All notices required or permitted
hereunder shall be sufficient if delivered personally or
mailed to the parties at the address hereafter set forth or
at such other address as either party may designate in
writing from time to time. Any such notice shall be effec-
tive 48 hours after it has been deposited in the United
States mail, duly addressed and with postage prepaid.
28. GOVERNING LAW. This Lease and other instruments
or documents executed by the parties hereto, and the rights
and duties of the parties hereto, shall be construed and
enforced in accordance with the laws of the State of
Colorado.
29. TIME. Time is of the essence of this Lease and
each and all of its provisions.
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.
-5-
PAYMENT
NO.
INITIAL BALANCE
RENT
PAYMENT
EXHIBIT B
EQUIPMENT LEASE SCHEDULE
DESIGNATED REDUCTION OF
INTEREST PRINCIPAL
LEASE # 88209
BALANCE OF AGREED
PRINCIPAL OPTION PRICE
104,400.00 109,620.00
1
2,237.00
977.70
11259.30
103,140.70
108,189.56
2
2,237.00
961.41
1,275.59
101,865.11
106,745.67
3
2,237.00
945.11
1,291.89
100,573.23
105,288.34
4
2,237.00
928.82
1,308.18
99,265.05
103,817.57
5
2,237.00
912.52
11324.48
97,940.57
102,333.36
6
2,237.00
896.23
1,340.77
96,599.80
100,835.70
7
2,237.00
879.93
12357.07
95,242.74
99,324.61
8
2,237.00
863.64
1,373.36
93,869.38
97,800.07
9
2,237.00
847.34
10389.66
92,479.72
96,262.08
10
2,237.00
831.05
10405.95
91,073.77
94,710.66
11
2,237.00
814.75
1,422.25
89,651.52
93,145.79
12
2,237.00
798.46
,1,438.54,
88- ,212.98
91,567.48
13
2,237.00
782.16
1,454.84
86,758.15
89,975.72
14
2,237.00
765.87
1,471.13.
85,287.02
88,370.52
15
2,237.00
749.57
1,487.43
83,799.59
86,751.89
16
2,237.00
733.28
1,503.72
82,295.87
85,119.80
17
2,237.00
716.98
1,520.02
80,775.85
83,474.28
18
2,237.00
700.69
1,536.31
79,239.54
81,815.31
19
2,237.00
684.39
1,552.61
77,686.93
80,142.90
20
2,237.00
668.10
1,568.90
76,118.03
78,457.05
21
2,237.00
651.80
1,585.20
74,532.84
76,757.75
22
2,237.00
635.51
1,601.49
72,931.34
75,045.02
23
2,237.00
619.21
1,617.79
71,313.56
73,318.84
24
2,237.00
602.92
1,634.08
69,679.48
71,579._21
25
2,237.00
586.62
1,650.38
68,029.10
69,826.15
26
2,237.00
570.33
1,666.67
66,362.43
68,059.64
27
2,237.00
554.03
1,682.97
64,679.46
66,279.69
28
2,237.00
537.74
1,699.26
62,980.20
64,486.30
29
2,237.00
521.44
1,715.56
61,264.64
62,679.46
30
2,237.00
505.15
1,731.85
59,532.79
60,859.18
31
2,237.00
488.85
1,748.15
57,784.64
59,025.46
32
2,237.00
472.56
1,764.44
56,020.20
57,178.30
33
2,237.00
456.26
1,780.74
54,239.46
55,317.69
34
2,237.00
439.97
1,797.03
52,442.43
53,443.64
35
2,237.00
423.67
1,813.33
50,629.10
51,556.15
36
2,237.00
407.38
1,829.62
48,799.48
49,655.21
37
2,,237.00
391.08
1,845.92
46,953.56
47,740.84
38
2,237.00
374.79
1,862.21
45,091.34
45,813.02
39
2,237.00
358.49
1,878.51
43,212.84
43,871.75
40
2,237.00
342.20
1,894.80
41,318.03
41,917.05
41
2,237.00
325.90
1,911.10
39,406.93
39,948.90
42
2,237.00
309.61
1,927.,39
37,479.54
37,967.31
43
2,237.00
293.31
1,943.69
35,535.85
35,972.28
44
2,237.00
277.02
1,959.98
33,575.87
33,963.80
45
2,237.00
260.72
1,976.28
31,599.59
31,941.89
46
2,237.00
244.43
1,992.57
29,607.02
29,906.52
47
2,237.00
2'28.13
2,008.87
27,598.15
27,857.72
48
2,237.00
211.84
2,025.16
25,572.98
25,795.48
49
2,237.00
195.54
2,041.46
23,531.52
23,719.79
50
2,237.00
179.25
2,057.75
21,473.77
21,630.66
51
2,237.00
162.95
2,074.05
19,399.72
19,528.08
52
2,237.00
146.66
2,090.34
17,309.38
17,412.07
53
2,237.00
130.36
2,106.64
15,202.74
15,282.61
54
2,237.00
114.07
2,122.93
13,079.80
13,139.70
55
2,237.00
97.77
2,139.23
10,940.57
10,983.36
56
2,237.00
81.48
2,155.52
8,785.05
8,813.57
57
2,237.00
65.18
2,171.82
6,613.23
6,630.34
58
2,237.00
48.89
2,188.11
4,425.11
4,433.67
59
2,237.00
32.59
2,204.41
2,220.70
2,223.56
60
2,237.00
16.30
2,220.70
.00
.00
UNLESS SOONER TERMINATED AS SET FORTH IN THE LEASE, THE TERM OF THIS LEASE RESPECTING EACH
ITEM OF EQUIPMENT SHALL COMMENCE ON AND EXPIRE ON AS RENT FOR
SAID EQUIPMENT, LESSEE SHALL PAY LESSOR THE SUM OF 5134,220.00 PAYABLE IN INSTALLMENTS
A!� FOLLOW -S: 60 monthly PAYMENTS OF $ 2,237.00 COMMENCING ON WHICH
SAID INSTALLMENTS OF RENT INCLUDE INTEREST AT THE RATE OF 10.75% PER ANNI1 "-0 ON THE BALANCE
OF PRINCIPAL. ! ^-
31. ASSIGNMENT BY LESSOR. No assignment or reassign-
ment of any of Lessor's right, title or interest in this
Lease or the Equipment shall be effective unless and until
Lessee shall have received a duplicate original counterpart
of the document by which the assignment or reassignment is
made, disclosing the name and address of each such assignee;
provided, however, that if such assignment is made to a bank
or trust company as paying or escrow agent for holders of
certificates of participation in the Lease, it shall
thereafter be sufficient that a copy of the agency agreement
shall have been deposited with Lessee until Lessee shall have
been advised that such agency agreement is no longer in
effect. During the Lease term Lessee shall keep a complete
and accurate record of all such assignments in form
necessary to comply with the United States Internal Revenue
Code, Section 103(j), and the regulations, proposed or
existing, from time to time promulgated thereunder.
IN WITNESS WHEREOF, the parties hereto have executed
this Lease the day and year first above written.
ATTACHMENTS:
Resolution No.
LESSOR:
COLORADO NATIONAL LEASING, INC.
By
Bldg. 51,'Suite 150
14142 Denver West Pkwy.
Golden, CO 80401
LESSEE:
TOWN OF AVON
By - - --
of the
Equipment Description (Exhibit A)
Equipment Lease Schedule .(Exhibit B)
Certificate of Acceptance (Exhibit C)
Opinion of Counsel
Incumbancy Certificate
Lease No. 88209
PYRTRTM n
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
between the undersigned and
Colorado National Leasing, Inc., a Colorado corporation:
1. Description of Equipment:
One Orion 30 Foot Transit Bus, S/N 2,r�,/ / J z 77 Y &001 �E
2. Cost:
The cost of the equipment is $_116,000
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 $116,000
to the vendor.
Dated: - -
By
Lessee
ATTEST:
C-�f
428 010 0"A6 1
SHIPPERS NAME AV1ADDRESS SHIPPERS ACCOUNT NUMBER
.
A
,f d �-.6'.." � .ate' � � _L'• � 5..? 'r^ , a.i.F.• �- '�- 4`f �..•.- .....+
y f
a
C SIGNEE'S,NAME,AND ADDRESS - CONSIGNEE'S ACCOUNT NUMBER
x, y 1+4r-L-
#z.a F
ISSUING CARRIERS AGENT NAME AND CITY
4 0100 6611
NOT NEG{,_. JLE ' -
AIR WAYBILL ROCKY MOUNTAIN AIRWAYS
(AIR CONSIGNMENT NOTE) STAPLETON INTERNATIONAL AIRPORT
DENVER, COLORADO 80207
Copies 1, 2 and 3 of this Air Waybill are originals and have the same validity.
If the carriage involves an ultimate destination or stop in a country other than the country of
departure, the Warsaw Convention maybe applicable and the Convention governs and in most
cases limits the liability of carriers in respect of loss of or damage to cargo. Agreed stopping places
are those places (other than the places of departure and destination) shown under requested
routing and /or those places shown in carriers' timetables as scheduled stopping places for the
route. Address of first carrier is the airport of departure.
SEE CONDITIONS ON REVERSE HEREOF.
TO EXPEDITE MOVEMENT, SHIPMENT MAY BE DIVERTED TO
MOTOR OR OTHER CARRIER AS PER TARIFF RULE UNLESS SHIPPER
GIVES OTHER INSTRUCTIONS HEREON.
ALSO NOTIFY NAME AND ADDRESS (OPTIONAL ACCOUNTING INFORMATION)
flap
AGENTS IATA CODE
ACCOUNT NO.
ACCOUNTING INFORMATION
AIRPORT OF DEPARTURE (ADDR OF FIRST CARRIER) AND REQUESTED ROUTING
ROUTING AND DESTINATION
- URRENCY
CHGs
WT /VAL
- OTHER.,,f
DECLARED VALUE FOR CARRIAGE •
DECLARED VALUE FOR
TO
BY FIRST CARRIER
TO
BY TO
BY
coDE
Pro
DILL
o
PRD
L
CUSTOMS
-
- AIRPORT 0 DESTINATION.
FOR CARRIEfl USE ONLY
FLIGHT /DATE FLIGHT/DATE
AMOUNT OF INSURANCE
INSURANCE a sn - -
atocbe fn
TC
.> k
#.
Conde ons on reverse hereof, indicate amount msu ed
figures n boa marked amount urance
HANDLING INFORMATION These comm-dites rcensed 6y US io. ,,te destnanon o,e,son coma,, m US Laws icd - -
G
NO. OF
GROSS
Kg
RATE CLASS
CHARGEABLE_
RATE •-
PIECES
- R
WEIGHT
Ih
COMMODITY"
-
-
TOTAL_
ATURE AND QUANTITY OF GOODS
ITEM NO
WEIGHT
- • CHARGE
(INCL. DIMENSIONS OR VOLUME)
#pCsP
•
3
'J .
;
�
P_uP
zorve
PICKUP CHARGES -
ORIGIN ADVANCE CHARGES DESCRIPTION OF ORIGIN ADVANCE
PREPAID WEIGHT CHARGE COLLECT'
.VALUATION CHARGE -
"DEL
ZONE
DELIVERY CHARGES -
DEST. ADVANCE CHARGES
DESCRIPTION, OF DEST ADVANCE
-TAX -
�'
SHIPPERS
SHIPPER'S, R.F.C.
OTHER CHARGES.ANDDESCRIPTION
ITEMS .
ITEMS
-
-
-
PREPAID-
COLLECT
- TOTAL OTHER CHARGES
DUE AGENT
-
The shipper certifies that the particulars on the face hereof are correct, agrees to the CONDITIONS ON REVERSE HEREOF, accepts
that carrier's liability is limited as stated on the reverse hereof and accepts such value unless a higher for
value carriage is declared
on the face hereof subject to an additional charge and that insofar as any part of the consignment contains restricted articles, such
part is properly described by name and is in'proper condition for carriage by airaccording to applicable national
- TOTAL OTHER CHARGES DUE CARRIER
governmental
regulations, and for international Shipments, the current International Air Transport Association's DangerousGoods Regulations.
}
-
G,
cuRaLrcv
---- ---- - -- - -- `'`- K.**'"-Fy. _ -
a —= - - -- -- -------------------7----------------------
SIGNATURE OF SHIPPER OR HIS AGENT
COD 77k
I
TOTAL PREPAID
TOTAL COLLECT
EXECUTED ON .,
--rb —T--
CURRENCY CONVERSION RATES
ai courcr naExr
-----------
�sc.
----- - - - - -- - --
• (Date) (Time) at (Place), SIGNATURE`bF ISSUING.
-
-- ------ ------- - - - - --
----- - - - - --
ORITS AGENT
Carrier certifies goods described above were received for carriagesubject to the Conditions on reverse hereof, the
goods then being in apparent. good order - and - condition except as. noted. hereon.
FOR
CARRIERS USE ONLY
CHARGES AT DESTINATION
TOTAL COLLECT CHARGES
AT DESTINATION
-
COPY 2
FORM AC -17U UNIVERSAL UNIFORM AIRBILL :PRINTED IN U.S
. A. ORIGINAL FOR CONSIGNEE
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