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1985 Orion Bus AGVVj i AUG 3 9 0 Date of Agreement 10-15-85 ,) F q R MM14 X \ JUL 2 0015 ttcement Late GOVERNMENTAL PROPERTY LEASE - PURCHASE AGREEMENT LESSOR: VENDOR GEORGE K. BAUM & COMPANY Name Bus_ Indust -rips of Arnerl C a 621 - 17TH ST., SUITE 2800 Address: Base Road R.U. 1 DENVER, COLORADO 89239 City. Oriskany Seas Zip: 13424 tt Cotatx and Title Vicki Slneardown Telephone No.: 315-768-8101 LESSEE: Name: MEIN OF AVON, COLOIAM Address: P.O. BOX City: Avon County: Eagle State: Colo Zip: 81520 Contact and Title: Deumda Dranklewicz Telephone No.: 303-949-4230 Billing address (if different): n j a Lessor agrees to lease and transfer to Lessee, and Lessee agrees to lease and acquire from Lessor, the items of based Property (the "Leased Property ") described in Exhibit A to this Property Lease- Purchase Agreement (the "Agreement"), upon and in accordance with the tercets, provisions and conditions set forth in this Property Lease- Purchase Agreement (the "Agreement"). 1. COVENANTS OF LESSEE. Lessee represents, covenants and warrants, for the benefit of lessor and its assignees, as follows: A. Lessee is a public body, corporate and politic, duly rganized and existing under the Constitution and laws of the State of its location set forth above ("State ") and will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. B. Lessee has been duly authorized to execute, deliver and perform this Agreement under the Constitution and laws of the State and under the terms and provisions of the resolution of its governing body, or by other appropriate official approval. Lessee further represents, covenants and warrants that all requirements have been met and all necessary procedures have occurred in order to ensure the enforceability of this Agreement, and Lessee has complied with such public bidding requirements, if any, as may be applicable to this Agreement and the acquisition by Lessee of the Leased Property hereunder. C. During the term of this Agreement, the Leased Property will be used by Lessee only for the purpose of performing one or more governmental or proprietary functions of Lessee consistent with the permissible scope of Lessee's authority and will not be used in a trade or business of any person or entity other than the Lessee, D. During the period this Agreement is in force, Lessee will annually provide Lessor or its assignee with current financial statements, budgets, proof of appropriation for the ensuing fiscal year and such other financial information relating to the ability of Lessee to continue this Agreement as maybe reasonably requested by Lessor or its assignee. E. The Leased Property will have a useful life in the hands of the Lessee that is substantially in excess of the Original Term and all Renewal Terms. F. The use of the Leased Property is essential to the proper, efficient and economic operation of Lessee. O. Lessee will deliver to Lessor an opinion of Lessee's legal counsel addressed to Lessor in substantially the substance set forth in Exhibit C hereto. 2. DEFINITIONS. The following terms will have the meanings indicated below unless the contact clearly requires otherwise: "Agreement Term" means the Original Tercet defined in Article 3 hereof and a sufficient number of automatic Renewal Terms as will constitute the number of payment periods set forth in the Payment Schedule attached as Exhibit B to this Agreement. "Lessor" means (i) the entity designated on the face of this Agreement as Lessor hereunde , (ii) any surviving, resulting or transferee corporation; and (iii) except where the context requires otherwise, any assignee(s) of Lessor. "Purchase Price" means the amount which Lessee may, at its option, pay to lessor in order to purchase the leased Property, as set forth in the Payment Schedule attached as Exhibit B to this Agreement. "Renewal Term(s)" means the automatic renewal periods of this Agreement, each having a duration of one (1) year co- terminous with lessee's fiscal year except the last of such automatic renewal periods which shall end on the anniversary of the Commencement Date. "Vendor" means the manufacturer of the Leased Property as well as the agents or dealers of the manufacturer from whom lessor purchased or is purchasing the leased Property at the direction of lessee. 3. TERM. The Agreement Term shall commence as of the date of this Agreement and extend until the terndnation of the Agreement which is presently contemplated and intended by Lessee and Lessor to be for the total number of payment periods set forth on Exhibit B attached hereto and made a part hereof, provided, however, that this Agreement shall be considered an annual contract which shall be renewable automatically from fiscal year to fiscal year by Lessee unless Lessee, pursuant to the occurrence of the circumstances set forth in Article 6, terminates the Agreement effective at the end of its then less than 90 days prior to the end of the then current fiscal year. The words "Original Term" shall designate that period of time from the commencement date of this Agreement to the end of the Lessees then current fiscal year. The words "Renewal Term" shall, as defined in Article 2, designate each fiscal year of Lessee or fractional portion thereof following the Original Term during the remainder of the Agreement Temt. The terns and conditions during any Renewal Term shall be the same as the terms and conditions during the Original Tern except that the Rent Payments shall be a provided in the Payment Schedule attached as Exhibit B to this Agreement 4. DELIVERY AND ACCEPTANCE. Lessee will cause the Leased Property to be delivered to Lessee at the location specified in Exhibit A (the "Leased Property Location "). Lessee will pay all transportation and other costs, if any, incurred in connection with the delivery of the Leased Property. Lessee will accept the Leased Property as soon as it has been delivered and is operational, or in the event that the manufacturer or vendor allows a preacceptance test period, as soon as the test period has expired. Lessee will evidence its acceptance of the Leased Property by executing the delivering to Lessor an Acceptance Certificate (herein so called) in the form provided by Lessor. 5. RENT PAYMENTS. Section 5.01 Rent Payments to Constitute a Current Eyense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Rent Payments hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the general tax revenues, funds or monies of Lessee. Section'5.02 Payment of Rent Payments. Lessee shall pay Rent Payments, exclusively from legally available funds, in lawful money of the United States of America to Lessor or, in the event of assignment by Lessor, to its assignee, in the amounts and on the dates set forth in the Payment Schedule attached as Exhibit B to this Agreement. Portions of each Rent Payment are paid as, and represent payment of, interest and principal, respectively. The Payment Schedule sets forth the interest component and the principal component of each Rent Payment during the Lease Term. Section 5.03 Rent Payments to be Unconditional. Subject only to Article 6, the obligation of Lessee to make payment of Rent Payments and other payments required under this Agreement shall be absolute and unconditional in all events. Lessee shall make all such payments when due and shall not withhold any such payments as a result of any disputes arising among Ixssee and Lessor, any Vendor or any other person, nor shall Lessee assert any right of set -off or counterclaim against its obligation to make such payments nor shall Lessee be entitled to any abatement of such payments as a result of accident or unforeseen circumstances. Section 5.04 Continuation of Lease Term by Lessee. Lessee intends to continue the Lease Term through the Original Tetra and all of the Renewal Terms and to pay the Rent Payments hereunder. Lessee reasonably believes that legally available funds of an amount sufficient to make all Rent Payments during the Original Term and each Renewal Term can be obtained. Lessee further intends to do all things lawfully within its power to obtain and maintain funds from which Rent Payments may be made, including making provision for such payments to the extent necessary in each biannual or annual budget submitted and adopted in accordance with applicable provisions of state law, to have such portion of the budget approved, and to exhaust all available reviews and appeals in the event such portion of the budget in not approved 6. NONAPPROPRIATION OF FUNDS. Section 6.01 Non - appropriation. In the event no funds or insufficient funds are appropriated and budgeted or are otherwise not available by any means whatsoever in any fiscal period for Rent Payments due under this Agreement, or if Lessee shall at any time believe that appropriations may not be made for any payment to be made by Lessee under this Agreement, then the Lessee will immediately notify the Lessor or its assignee of such occurrence and this Agreement shall terminate, without nalty or expense to Lessee, on the last day of the fiscal period for which appropriations were received, except that the portions of Rent Payments or other payments hereunder agreed upon for which funds shall have been appropriated and budgeted or are otherwise available shall be paid by Lessee to Lessor. In the event of such termination, Lessee agrees to surrender possession of the Leased Property to Lessor or its assignee peaceably on the date of such termination, packed for shipment in accordance with manufacturer specifications and freight prepaid and insured to any location in the continental United States designated by Lessor. Lessor will have all legal and equitable rights and remedies to take possession of the Leased Property in the event of termination under this Article 6. Section 6.02 No Termination Notwithstanding the foregoing, Lessee agrees (i) that it will not terminate this Agreement under the provisions of this Article if any funds are appropriated to it, or by it, for the acquisition, retention or operation of the Leased Property or other equipment or property performing functions similar to the Leased Property for the fiscal period in which such termination occurs or the next succeeding fiscal period thereafter, and (ii) that it will not during the Agreement Term give priority in the application of funds to any other functionally similar property. This Section will not be construed so as to permit Lessee to terminate this Agreement in order to acquire any other property or to allocate funds directly or indirectly to perform essentially the same application for which the Leased Property is intended. If during the remainder of the originally intended Agreement Term, Lessee shall subsequently acquire services or functions, or both, which in whole or in part are essentially the same services or functions, or both, for the performance of which the Leased Property was originally acquired from Lessor, Lessor shall have, to the extent permitted by law, the first right to receive payments therefor up to an amount equal to the aggregate of all unpaid Rent Payments hereunder. Section 6.03 Verification offon- appropriation. Notwithstanding Section 6.01, no termination shall occur pursuant to this Article 6 until Lessee shall have the following delivered to Lessor. A. A written certification by Lessee's governing body that: 1. There is no present plan or intention to replace the Property or provide a substitution therefor, and 2. Lessee has insufficient funds to appropriate the Rent Payments for the next ensuing Renewal Term B. A written opinion of Lessee's legal counsel to verify the occurrence of nonappropriation which opinion shall provide substantially the following: 1. Funds have not been appropriated for a future fiscal period during the term of this Agreement in an amount equal to all or part of the Rent Payments due during such fiscal period for the acquisition of services and functions which in whole or in part are essentially the same services and functions for the performance of which the Leased Property was acquired; and 2. Written notice thereof was given to Company within ten (10) days after adoption of the final budget for such fiscal year, and 3. Lessee has exhausted all funds legally available for all Rent Payments due under this Agreement; and 4. Lessee properly and in a timely manner requested sufficient funds to satisfy the obligations due under this Agreement in the subsequent fiscal period and Lessee diligently pursued and exercised all reasonable efforts to obtain such funds from the governing body which controls such appropriation; and 5. Lessee has paid all Rent Payments due during the fiscal period immediately preceding the fiscal period for which sufficient funds were not appropriated- 7. TITLE TO LEASED PROPERTY; SECURITY INTEREST. Section 7.01 Title to the Leased Property. During the term of this Agreement, title to the Leased Property and any and all additions, repairs, replacements or modifications shall vest in Lessee, subject to the rights of Lessor under this Agreement In the event of default as set forth in Section 13.01 or nonapproPnation as set forth in Article 6, title to the Leased Property shall immediately vest in Lessor, and Lessee will, upon Lessors request, reasonably surrender possession of the Leased Property to Lessor. Lessee, irrevocably, hereby designates, makes, constitutes and appoints Lessor (and all persons designated by Lessor) as Lessees true and lawful attorney (and agent -in -fact) with power, at such time of default or nonappropriation or times thereafter as Lessor in its sole and absolute discretion may determine, in Lessees or Lessors name, to endorse the name of Lessee upon any bill of sale, document, instrument, invoice, freight bill, bill of lading or similar document relating to the Leased Property in order to vest title in Lessor and transfer possession to Lessor. Section 7.02 Security Interest. To secure the payment of all Lessee's obligations under this Agreement, Lessee grants to Lessor a security interest constituting a first lien on the Leased Property and all additions, attachments, accessions and substitutions thereto, and on any proceeds therefrom Lessee agrees to execute such additional documents, including financing statements, certificates of title, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate to establish and maintain its security interest, and upon assignment, the security interest of the assignee of Lessor, in the Leased Property. g. MAINTENANCE; MODIFICATION; TAXES; INSURANCE. Section 8.01 Maintenance of Leased Property by Lessee. Lessee agrees that at all times during the Agreement Term Lessee will, at Lessees own cost and expense, maintain, preserve and keep the Leased Property in good repair, working order and condition, and will from time to time make or cause to be made all necessary and proper repairs, replacements and modifications. If requested by Lessor, Lessee will, at its expense, enter into a maintenance contract for the Leased Property with Vendor or such other firm as Lessee may choose subject to the express written approval of Lessor, which approval shall not be unreasonably withheld Section 8.02 Taus, Other Governmental Charges and Utility Charges. The parties to this Agreement contemplate that the Leased Property will be used for a governmental or proprietary purpose of Lessee and, therefore, the Leased Property will be exempt from all taxes presently assessed and levied with respect to personal property. In the event the use, possession or acquisition of the Leased Property is found to be subject to taxation in any form (except for income taxes of Lessor) Lessee will pay during the Agreement Term, as the same respectively come due, all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Leased Property. In all events, Lessee shall pay all gas, water steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Leased Property. Section 8.03 Insurance. At its own expense Lessee shall cause All Risk Coverage insurance to be carried and maintained, or shall demonstrate to the satisfaction of lessor that adequate self - insurance is provided with respect to the Leased Property sufficient to protect the Full Insurable Value (meaning the full replacement value (new) of the Leased Property or the amount which would then be payable to Lessor pursuant to Section 9.03 in the event of total destruction or damage of the property, whichever is greater), and to protect Lessor from liability in all events. All insurance proceeds from casualty losses shall be payable as Provided in Article 9 hereof. Alternatively, Lessee may insure the Leased Property for its Full Insurable Value under a blanket insurance policy or policies which cover not only the Leased Property but other properties. If Lessee shall insure similar properties by self- insurance, Lessee will insure the Leased Property for its Full Insurable Value by means of an adequate insurance fund At its own expense Lessee shall cause public liability (bodily injury and property damage) insurance to be maintained in one of the above ways or in combination thereof in such amounts as shall be reasonable specified by Lessor, but in no event in amounts less than $1,0D0,000 single limit bodily injury and property damage coverage. Lessee shall furnish to Lessor certificates evidencing all required coverage throughout the Lease Term. All insurance shall name Lessee and Lessor as insureds and loss payees as their respective interests may appear and shall provide for at least ten (10) days prior written notice by the underwriter or insurance company to the Lessor in the event of cancellation or expiration. Section 8.01 Alterations. Lessee will not make any alterations, additions or improvements to the Leased Property without Lessor's prior written consent unless such alterations, additions or improvements may be readily removed without damage to the Leased Property. Section 8.05 Location; Inspection. The Leased Property will not be removed from or if the Leased Property consists of rolling stock, its permanent base will not be changed from, the Lease Property Location without Lessors prior written consent which will not be unreasonably withheld. Lessor will be entitled to enter upon the property of Lessee or elsewhere during reasonable business hours to inspect the Leased Property or observe its use and operation. 9. RISK OF LOSS; DAMAGE, DESTRUCTION AND CONDEMNATION; PROCEEDS. Section 9.01 Risk of Loss. Lessee assumes all risk of loss or damage to the Leased Property from any cause whatsoever, and no such loss of or damage to the Leased Property nor defect therein nor unfitness or obsolescence thereof shall relieve Lessee of the Obligation to make Lease Payments or to perform any other obligation under this Lease. Section 9.02 Damage, Destruction and Condemnation If prior to the termination of the Agreement Tenn (a) the Leased Property or any portion thereof is destroved (in whole or in part) or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Leased Property or any part thereof or the estate of Lessee or lessor in the Leased Property or any part thereof shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, Lessee and Lessor will cause the proceeds of any insurance claim or condemnation award, after deducting all expenses (including attorney's fees) incurred in the collection of such claim or award ( "Net Proceeds "), to be applied to Lessees Obligations pursuant to Section 9.03 hereof. Section 9.03 Application of Net Proceeds. Provided the Leased Property is not deemed to be a total loss, Lessee shall, if Lessee is not in default hereunder, cause the repair, replacement or restoration of the Leased Property and pay the cost thereof. In the event of total destruction or damage to the Leased Property, whether or not Lessee is in default, at Lessors option, Lessee shall pay to Lessor on the Rent Payment due date next succeeding the date of such loss the amount of the remaining principal, accrued interest and any premium calculated by Lessor in accordance with the payment Schedule attached as Exhibit B to this Agreement, plus any other amount payable by Lessee hereunder, and, upon payment in full of such amounts, this Agreement shall terminate and Lessors security interest in the Leased Property shall terminate. Net Proceeds, if any, in excess of the amounts payable to Lessor pursuant to the preceeding sentence shall be payable to and retained by Lessee. Lessee agrees that if the het Proceeds are insufficient to pay in full Lessee's obligations hereunder, Lessee shall make such payments to the extent of any deficiency. 10. DISCLAIMER OF WARRANTIES; VENDOR'S WARRANTIES; USE. Section 10.01 Limitation on Warranties. Lessee acknowledges and agrees that the Leased Property is of a size, design, and capacity selected by Lessee and that Lessor is neither a manufacturer nor a vendor of such property. LESSOR MAKES NO REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, CONDITION, QUALITY, DURABILITY, DESIGN, OPERATION, FITNESS FOR USE, OR SLTTABILTIY OF THE LEASED PROPERTY IN ANY RESPECT WHATSOEVER OR IN CONNECTION WITH OR FOR THE PURPOSES AND USES OF LESSEE, OR ANY OTHER REPRESENTATION, WARRANTY, OR COVENANT OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT THERETO. IN NO EVENT SHALL. LESSOR BE OBLIGATED OR LIABLE FOR ACTUAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF OR TO LESSEE OR ANY OTHER PERSON AND ENTITY ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE LEASED PROPERTY AND THE MAINTENANCE THEREOF. Section 10.02 Vendor's Warranties. Lessor hereby irrevocably appoints Lessee its agent and attorney -in -fact during the Agreement Term, so long as Lessee shall not be in default hereunder, to assert from time to time whatever claims and rights, including warranties of the Leased Property, which Lessor may have against the Vendor of the Leased Property. Lessee's sole remedy for the breach of such warranty, indemnification or representation shall be against the Vendor of the Leased Property. Lessee expressly acknowledges that Lessor makes, and has made, no representation or warranties whatsoever as to the existence or availability or enforceability of such warranties of the Vendor. Section 10.03 Use of the Leased Property. Lessee will not install, use, operate or maintain the Leased Property improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by this Agreement. Lessee shall provide all permits and licenses, if any, necessary for the installation and operation of the Leased Property. In addition, Lessee agrees to comply in all respects (including, without limitation with respect to the use, maintenance and operation of each item of the Leased Property) with all laws of the jurisdictions in which its operations involving any item of Leased Property may extend and any legislative, executive, administrative or judicial body exercising any power or jurisdiction over the items of the Leased ` Property; provided, however, that Lessee may contest in good faith the validity or application of any such law or rule in any reasonable manner which does not, in the opinion of Lessor adversely affect the estate of lessor in and to any of the items of the Leased Property or its interest or rights under this Agreement Section 10.04 Personal Property. The Leased Property is and will remain personal property and will not be deemed to be affixed to or a part of the teal estate on which it may be situated, notwithstanding that the Leased Property or any part thereof may be or hereafter become in any manner physically affixed or 90) days prior written notice, elect to purchase all, but not less than all, of the leased Property at the end of the Original Term or any Renewal Term or such other date as may be provided in the Payment Schedule attached as Exhibit B to this Agreement for the applicable Purchase. Price as set forth in the Payment Schedule or any amount interpolated therefrom by Lessor, which amount shall be due and payable on the day of closing of the purchase which day shall be specified by Lessee in its written notice to Lessor. Prior to closing Lessee shall continue to make all Rent Payments and other payments and perform all of its other obligations under this Agreement. Upon satisfaction by Lessee of such purchase conditions, Lessor will transfer any and all of its right, title and interest in the Leased Property to Lessee as is, without warranty, express or implied, except that Lessor, if requested by Lessee, will warrant to Lessee that the Leased property is free and clear of any liens created by Lessor. 11. OPTION TO PURCHASE. Provided Lessee is not in default hereunder, and all payments theretofore due hereunder shall have been paid, Lessee may, upon giving lessor not less then ninety (90) days prior written notice, elect to purchase all, but not less than all, of the Leased Property at the end of the Original Tenn or any Renewal Term or such other date as may be provided in the Payment Schedule attached as Exhibit B to this Agreement for the applicable Purchase Price as set forth in the Payment Schedule or any amount interpolated therefrom by Lessor, which amount shall be due and payable on the day of closing of the purchase which day shall be specified by Lessee in its written notice to Lessor. Prior to closing Lessee shall continue to make all Rent Payments and other payments and perform all of its other obligations under this Agreement. Upon satisfaction by Lessee of such purchase conditions, Lessor will transfer any and all of its right, title and interest in the Leased Property to Lessee as is, without warranty, express or implied, except that Lessor, if requested by Lessee, will warrant to Lessee that the Leased Property is free and clear of any liens created by Lessor. 12. ASSIGNMENT; SUBLEASING; AND INDEMNIFICATION. Section 12.01 Assignment by Lessor. A. This Agreement, and the obligations of Lessee to make payments hereunder, may be assigned by Lessor and reassigned in whole or in part to one or more assignees at any time subsequent to its execution, without the necessity of obtaining the consent of Lessee. Lessor agrees to give notice of assignment to Lessee and upon receipt of such notice Lessee agrees, unless specified otherwise in Lessor's notice, to make all payments to the assignee designated in the assignment, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising from a breach of this Agreement or otherwise) that Lessee may from time to time have against Lessor, or the assignee. Lessee agrees to execute all documents, including notices of assignment and chattel mortgages or financing statements which may he reasonably requested by Lessor or its assignee to protect their interests in the Leased Property and in this Agreement. B. The Lessors interest in this Agreement may not be assigned or reassigned in whole or in part unless (i) the document by which such assignment or reassignment is made discloses the name and address of the assignee; and (ii) the Lessee receives written notification of the name and address of the assignee. The Lessee covenants and agrees with the Lessor and each subsequent assignee of Lessor to maintain for the full tern of this Agreement a complete and accurate written record of each such assignment and reassignment in form necessary to comply with Section 1030) of the Internal Revenue t as a collection and paying agent for the assignee or holders of certificates of participation in this Agreement, provided the Lessee receives written notification of the name and address of such collection and paying agent, and such collection and paying agent covenants and agrees to maintain for the full remaining term of this Agreement a written record of each assignment or reassignment of this Agreement and such certificates of participation. Section 12.02 No Sale, Assignment or Subleasing by Lessee. This Agreement and the interest of Lessee in the Leased Property may not be sold, assigned or encumbered by Lessee without prior written consent of Lessor. Section 12.03 Indemnification Covenants. To the extent permitted by the laws and Constitution of the State, Lessee shall protect, hold harmless and indemnify Lessor from and against any and all liability, obligations, losses, claims and damages whatsoever, regardless of cause thereof, and expenses in connection therewith, including, without limitation, counsel fees and expenses, penalties and interest arising out of or as the result of the entering into of this Agreement, the ownership of any item of the Leased Property, the ordering, acquisition, use, operation, condition, possession, delivery, rejection, storage or return of any item of the Leased Property or any accident in connection with the operation, use, condition, possession, storage or return of any item of the Leased Property resulting in damage to property or injury to or death to any person. The indemnification arising under this Section shall continue in full force and effect notwithstanding the full payment of all obligations under this Agreement or the termination of the Agreement Term ft any reason. Lessee agrees not to withhold or abate any portion of the payments required pursuant to this Agreement by reason of any defects, malfunctions, breakdowns or infirmities of the Leased Property. ' 13. EVENTS OF DEFAULT AND REMEDIES. Section 13.01 Events of Default Defined The following shall constitute an "event of default" hereunder. A. Failure by Lessee to pay any Rent Payment or other payment required to be paid hereunder at the time specified herein; or B. Failure by Lessee to observe and perform any other covenant, condition or agreement on its part to be observed or performed, other than for a period of twenty (20) days after written notice to Lessee, specifying such failure and requesting that it be remedied, unless Lessor shall agree in writing to an extension of such time prior to it_sexpiration; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; or C. Breach of any irreparable covenant, representation or warranty by Lessee under this Agreement; or D. Commencement by Lessee of a case or proceeding under the Federal bankruptcy laws or filing by Lessee of any petition or answer seeking reorganization, arrangement composition, readjustment, liquidation or similar relief under any existing or future bankruptcy, insolvency or other similar law or an answer admitting or not contesting the material allegations of a petition filed against Lessee in any such proceeding; or E. A petition against Lessee in a proceeding under any existing or future bankruptcy, insolvency or other similar law shall be filed and not withdrawn or dismissed within thirty (30) days thereafter. Section 13.02 Remedies on Default. Upon the occurrence of an event of default Lessor shall have the right, at its sole option without any further demand or notice, to exercise any one or mote of the following remedies: A. With or without terminating this Agreement, retake possession of the Leased Property and sell, lease or sublease the Leased Property with the net proceeds thereof to be applied to Lessee's obligations hereunder, holding Lessee liable for all remaining Rent Payments applicable on the rent payment due date next succeeding the last date on which a Rent Payment was made, plus the Purchase Price for the Leased Property applicable to such date, plus any other amounts payable by Lessee hereunder including, but not limited to, attorney's fees, expenses and costs of repossession; B. Require Lessee at Lessees risk and expense to promptly return the Leased Property in the manner and in the condition set forth in Sections 6.01 and 8.01 hereof; C. If Lessor is unable to repossess the Leased Property for any reason, the Leased Property shall be deemed a total loss and Lessee shall pay to Lessor the amount due in the event of a total loss pursuant to Section 9.03 hereof, and D. Take whatever other action at law or in equity may appear necessary or desirable to enforce its rights as the owner of the Leased Property. Section 13.03 No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or not or hereafter existing at law or in equity. In addition, Lessee will remain liable for all covenants and indemnities under this Agreement and for all legal fees and other costs and expenses, including court costs and reasonable attorney's fees, incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor. No delay or omission to exercise anyright or power accruing egistered mail, postage prepaid, to the parties at their respective places of business. 14. MISCELLANEOUS. Section 14.01 Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by registerd mail, postage prepaid, to the parties at their respective plates of business. Section 14.02 Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. Section 14.03 Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 14.04 Advances. In the event Lessee fails to pay any amount due hereunder or to perform any of its obligations under this Agreement, Lessor may at its option pay such amounts or perform such obligation, and Lessee shall reimburse Lessor the amount of such payment of cost of performance upon demand, together with interest at the rate of eighteen percent (18%) per annum or the highest rate permitted by law, whichever is less. Section 14.05 Execution in Counterparts. This Agreement may be executed in multiple counterparts each of which shall be an original and all of which shall constitute but one and the same instrument. Section 14.06 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State. Section 14.07 Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement. Section 14.08 Additional Provisions; Advance Funding and Reserve Accounts. Any amendments to the standard language of this Agreement, any additional provisions or, in the event funding is provided by or on behalf of Lessor in advance of the acquisition, delivery or acceptance of the Leased Property or a reserve fund is created for payments to be made by Lessee under this Agreement, the terms, provisions and conditions for the advance funding and the reserve fund will be set forth in Appendix I attached hereto which shall be incorporated herein by reference. Section 14.09 Entire Agreement. This Agreement, including any Exhibits and Appendices hereto and any documents or instruments delivered pursuant to this Agreement, constitutes the entire agreement between Lessor and Lessee and may not be amended, altered or modified except by written instrument signed by Lessor and Lessee. The execution of such writing by Lessor's assignee shall be sufficient for such purposes if this Agreement has been assigned by Lessor. There are no understandings, agreements, representations or warranties, express or implies, not specified herein regarding this Agreement or the Leased Property. Any terms and conditions of any purchase order or other document submitted by Lessee in connection with this Agreement which are in addition to or inconsistent with the terms and conditions of this Agreement will not be binding on Lessor and will not apply to this Agreement. Lessee by the signature of its authorized representative acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions. IN WITNESS WHEREOF, Lessor and Lessee have caused this Agm ertxat to be executed by their respective officers thereunto duly authorized, all as of the above Date of this Agreement. LESSOR: GEORGE K. BAUM & COD ANY It JACK E. ORMSBEE T i t l e: PUBLIC FINANCE DEPT. LESSEE: TAN OF AVON, COLORADO EXHIBIT A DESCRIPTION OF LEASED PROPERTY Quantity Description (including quantity and serial or identification numbers where applicable) ODIE (1) ORION BUS Passener SERIAL N.O. 2B1119771F6001242 Location of Leased Property: ADDRESS: P. 0. Box 975 C I T Y: Avon COUNTY: Eagle S T A T E: Colorado ZIP: 31620 ACCEPTANCE CERTIFICATE GEORGE K. BAUM & MT' ANY Lessor 621 -17TH ST., SUITE 2800 DEMVER, COLORADO 80293 Gentlemen: In accordance with the terms of the Property Lease- Purchase Agreement dated October 15 1985, the ( "Agreement ") between GEORGE K. BAUM & MTANY ( "Lessor ") and the undersigned ( "Lessee "), Lessee hereby certifies and represents to, and agrees with Lessor as follows: 1. The Leased Property, as such term is defined in the Agreement, has been delivered and installed at the location specified in the Agreement and accepted on the date indicated below. 2. Lessee has conducted such inspection and/or testing of the Leased Property as it deems necessary and appropriate and hereby acknowledges that it accepts the Leased Property for all purposes. 3. No event of default, as such term if defined in the Agreement, and not event which with notice or lapse of time, or both, would become an event of default, has occurred and is continuing at the date hereof. Based on the foregoing, Lessee shall commence the Rent Payments under the Agreement on October 15 . 19 85. 19 Date: �1� � 19 �! Toc,n o�� Avon Lessee By: e� -t - Printed Name, Title: Town Mmnac er' —� LESSEE CERTIFICATIONS ESSENTIAL USE CERTIFICATE With respect to the Property Lease - Purchase Agreement dated October 15 1985 between the Lessor and 'TOWN OF AVON, COLORADO ( "Lessee "), it is represented to you that the Leased Property as set forth in the Property Lease- Purchase Agreement will be used by (Department or Division using Leased Property) for the following purposes: PUBLIC TRANSPORTATTON and the use of the Leased Property is essential to its proper, efficient and economic operation. APPROPRIATION AND LEGAL PROCEEDINGS CERTIFICATE The undersigned representative of Lessee hereby certifies that all payments due by Lessee under the Property Lease - Purchase Agreement for the fiscal year ending December 1 , 19 89 , are within such fiscal year's Budget for Lessee and within an available, unexhausted and unencumbered appropriation for Lessee, and Lessee has taken all necessary action to authorize it to enter into the Agreement and perform Lessee's obligations thereunder in accordance with its terms, conditions and provisions. INSURANCE CERTIFICATE (Check Appropriate Line) LESSEE HAS MASTER POLICY The Lessee hereby warrants and covenants that the Leased Property, which is the subject matter of the above - mentioned Property Lease- Purchase Agreement, has been placed under coverage of the master insurance policy which is presently carried by the Lessee. The Lessee states that this master insurance policy has limits which are sufficient to cover 100 percent of the Full Insurable Value of the Property as defined in Section 8.03 of the Property Lease- Purchase Agreement of the Leased Property and that any deductible portion of said policy is not in an amount greater than the cost of the Leased Property, so as to make the policy of no value. The Lessee further states the master policy shall be renewed and maintained in effect during the entire term of the Property Lease- Purchase Agreement, and the Lessee further states that at all time during the Property Lease- Purchase Agreement, the policy as it pertains to the Leased Property will be for an amount not less than 100 percent of the Full Insurable Value of the Leased Property as defined in Section 8.03 of the Property Lease- Purchase Agreement. —LESSEE HAS SEPARATE INSURANCE POLICY The Lessee has purchased a separate insurance policy covering the Leased Property which is the subject matter of the above set forth Property Lease- Purchase Agreement. The amount of the policy is not less than 100 percent of the Full Insurable Value of the Leased Property as defined in Section 8.03 of the Property Lease - Purchase Agreement. Lessee further covenants and agrees that the insurance policy will be renewed on renewal dates and will remain in force for the Full Insurable Value of the Leased Property during the entire term of the Property Lease- Purchase Agreement and will not lapse during the entire term of the Property Lease- Purchase Agreement. _ LESSEE IS SELF - INSURED The Lessee is self - insured with respect to all its insurance risks which risks include, but are not limited to, the Leased Property which is the subject matter of the above - mentioned Leased Property Lease - Purchase Agreement. Lessee further agrees that should the Lessee cease to be self - insured, that Lessee will either purchase a separate policy of insurance on the Leased Property or provide insurance under its then acquired master policy. In the event that the Lessee should cease to be self - insured, this certificate shall become null and void and the Lessee shall immediately notify the Lessor by certified mail, return receipt requested, of such change and Lessee shall comply in full with the requirments to obtain insurance as contained in the Property Lease- Purchase Agreement by obtaining insurance on the equipment in the form of a single policy or under a master policy. The above Essential Use Certificate, Appropriation and Legal Proceedings Certificate and Insurance Certificate are acknowledged as true and valid, and the Lessee agrees to make payments due in the manner set forth in the Property Lease- Purchase Agreement. 3 �es ereof, I hav s my hand and the seal of the Lessee this �nday of 19 William D. James Printed Name and Title: Town 'Manager of Town of Avon, Colorado (Name of Lessee) ASSIGNMENT FOR AND IN CONSIDERATION OF TEN DOLLARS and other good and valuable consideration, receipt of which is hereby acknowledged, George K. Baum & Company, a Missouri corporation ( "Assignor "), whose Denver address is 621 17th Street, Suite 2800, Denver, Colorado 80293, assigns, and sets over to CENTURY BANK . whose address is 3300 E.• FIRST AVENUE BOX 6374 LIEnNEP LOP-4- D9 80 206 ( "Assignee ") all of Assignor's right, title and interest in, to and under: 1) that certain Property Lease /Purchase Agreement dated 10 -15 . 19 85, by and between Assignor as Lessor and TOWN OF AVON, COLORADO of as Lessee (the "Agreement "); 2) the Assignor's interest in and to the Property covered by the Agreement; and 3) all moneys payable or to become payable under the Agreement or with respect to the Property. Assignor warrants that the Property subject to the Agreement is free from any and all liens and encumbrances, that Assignor and Lessee have authorized, executed and delivered the Agreement and such other documents in connection with the transaction. Assignor further warrants that no event of default has occurred under the Agreement. ASSIGNEE shall preform all obligations and duties required of Assignor under the Agreement and ASSIGNOR shall not be responsible for performace of any such obligations or duties. Assignor agrees that in the event of a default by Lessee under the Agreement, Assignee is fully empowered to enforce the rights of the Lessor under the Agreement in the name of Assignee or in the name of and on behalf of Lessor and Assignor's attorney -in -fact for purpose of such enforcement. If Assignee pursues any enforcement rights under the Agreement, it shall notify Assignor upon Assignee's commencement of such action. Assignor shall deliver promptly to Assignee all notices or other communications of any type directed to Assignor in connection with this assignment or the transaction contemplated by the Agreement. Dated: 11 -12 . 19885 GEORGE K. BAUM & COMPANY ASSIGNOR By: •�- Title: PUBLIC FINANCE DEPARTMENT ASSIG By: Title: //.1�e- V /ZF MEMBER OF NEW YORK STOCK EXCHANGE, INC. MIDWEST STOCK EXCHANGE George K. Baum & Company INVESTMENT BANKERS $116,000 TOWN OF AVON, COLORADO SUITE 2800 621 SEVENTEENTH STREET DENVER, COLORADO 80293 TELEPHONE (303) 292 -2332 LEASE PURCHASE FINANCING ONE (1) ORION BUS Cost of Bus $116,000,00 Sales Price of Lease 1111791,57 Difference $ 4,208.43 First Payment in Advance $ 7,171.43 Less Above Difference 41208143 Profit to GKB $ 2,963.00 Details of Lease Term - five years (20 quarters) payable in advance, Payment $ 7,171.43 Century Bank - 19 payments in arrears to yield 8.25 %. Purchase Price $111,791.57 Plus $4,208.43 from first payment of - _71171_43 $116,000.00 Payment of $116,000 should be made to Bus Industries of America ADDENDUM SCHEDULE OF VEHICLES FOR TOWN OF AVON CERTIFICATE OF INSURANCE 1983 Orion, #2B1119771D5526827 1984 Orion, #2B111977XE6001058 1983 E1 Dorado, #lFDKE30L4DHA3894O 1983 E1 Dorado, #lFDKE30L9DHA40585 1983 E1 Dorado, #lFDKE30L9DHA40589 Value: $ 116,000. Value: $ 116,000. Value: $ 30,000. Value: $ 30,000. Value: $ 30,000 Policy Numbers: Auto # 34 UEN NJ6257 Liability # LUS0081SEA -9A Excess Liability # 522 052430 & LUSX347 Policy Term: April 30, 1985 to April 30., 1986 r- _I TO: The Honorable Mayor and Town Council FROM: William D. James, Town Manager DATE: November 15, 1985 SUBJECT: Lease Agreement Payment for the Orion Bus Please be advised that the payment made to Norstar Bank Upstate, NY - Utica, NY for $58,000, was reimbursed back to the Town on November 14, 1985. George K. Baum & Company INVESTMENT BANKERS MEMBER OF NEW YORK STOCK EXCHANGE, INC. MIDWEST STOCK EXCHANGE November 8, 1985 Ms. Dewanda Drankiewicz Finance Director P.O. Box 975 Avon, Colorado 80620 Dear Dewanda: SUITE 2800 621 SEVENTEENTH STREET DENVER, COLORADO 80293 TELEPHONE (303) 292 -2332 As you know George K. Baum and Company has now sold and assigned the lease agreement between the Town of Avon and the Company (for one Orion Bus, $116,000) to Century Bank. In the future all lease payments should be sent to: Century Bank 3300 E. First Avenue Box 6324 Denver, Colorado 80206 We have appreciated the opportunity to work with you and look forward to assisting you with any lease financing requirements which may arise in the future. Best regards, GEORGE K. BAUM & COMPANY JACK ee"E E. ORMSBEE Public Finance Corporation JEO:brb cc: George Mata JAMES B. DEAN RANDY E. DUNN JAMES B. DEAN, P.C. ATTORNEYS AT LAW 600 SOUTH CHERRY STREET SUITE 640 DENVER, COLORADO 60222 (303) 331 -9191 November 11, 1985 George K. Baum & Company Century Bank 621 Seventeenth Street, Suite 2800 3300 East First Avenue Denver, Colorado 80293 Denver, Colorado 80206 Re: Town of Avon, Colorado Governmental Property Lease - Purchase Agreement Gentlemen: We have acted as special counsel in connection with a transaction involv- ing a Governmental Property Lease - Purchase Agreement (the "Agreement "), dated October 15, 1985 between George K. Baum & Company, a Missouri corporation, as lessor ( "Baum "), and the Town of Avon, Colorado, as lessee ( "Town "), which provides for the financing of an acquisition of an Orion passenger bus, Serial No. 2B1119771F6001242, through a lease for a term of five (5) years subject to earlier termination on terms provided in the Agreement. In our capacity as special counsel, we have examined the following: (a) the signed Agreement; (b) an Assignment from Baum to Century Bank signed by Baum and dated November 12, 1985; (c) a signed opinion of John W. Dunn, Cosgriff, Dunn & Abplanalp, Attor- neys at Law, acting as counsel for the Town, dated September 25, 1985, cover- ing certain matters pertaining to this transaction; and (d) various signed certificates of officials of the Town and other docu- ments and materials as we have deemed relevant and necessary in rendering our opinion. From our examination, we are of the opinion that: (1) The Agreement has been duly authorized in accordance with applicable laws now in force, signed and delivered by the Town, is in full force and effect, and is a legal, valid and binding obligation of the Town enforceable in accordance with its terms, .except to the extent that enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditors generally, provided, however, that the Agreement does not constitute a general obligation debt of the Town, nor a pledge of the full faith and credit of the Town. George K. Baum & Cc any Century Bank November 11, 1985 Page Two (2) Portions of the payments made pursuant to the Agreement designated as "Interest Portion" on Exhibit B to the Agreement represent interest and as such are excludable from the gross income of recipients thereof under federal income tax law and regulations related thereto (in particular under section 103 of the Internal Revenue Code of 1954, as amended). (3) The Assignment from Baum to Century Bank, when accepted by Century Bank, will be a legal, valid and binding assignment of the rights of Baum under the Agreement and will be enforceable in accordance with its terms. In rendering this opinion we have assumed that all copies of documents reviewed by us are true and correct reproductions of the originals and, in addition, have relied upon the aforementioned opinion of John W. Dunn, Cosgriff, Dunn & Abplanalp, Attorneys at Law, insofar as his opinion relates to matters contained herein. Respectfully, JAMES B. DEAN, P.C. By: �. Jam B. Dean JBD /kg CHATTEL MORTGAGE SECURITY AGREEMENT (Motor Vehicle) KNOW ALL MEN BY THESE PRESENTS, That TOWN OF AVON, COLORADO of the County of EAGLE in the State of Colorado, Mortgagor *, for good and valuable consideration, does hereby grant unto CENTURY BANK of the County of , State of Colorado, Mortgagee * *, a chattel mortgage security interest in the following personal property (collateral) including (except as to any consumer goods as defined in the Uniform Commercial Code) all additions, replacements and accessories thereto: Orion 01.502 2B1119771F6001242 1985 Make Style and Model Identification Number Year Other Identification ORION PASSENGER BUS 1985 This chattel mortgage security interest is given to secure the payment of an indebtedness evidenced by lease' bearing even date herewith in the principal sum of $ 1 1 F 0 n Q 0 _ Q (1 payable to the order of the Mortgagee with interest as therein stated, and is given in accordance with the Colorado Certificate of Title Act ( C.R.S. 42 -6 -101, et seq.) Mortgagor warrants that he is the owner of the collateral free and clear of liens, encum- brances and security interests. Mortgagor agrees not to remove the same from the State of Colorado, to pay all taxes when due, to procure such insurance as may legally be required by Mortgagee and deliver the policy to Mortgagee with a loss payable clause in favor of Mortgagee or a certificate thereof, and in default of the foregoing, Mortgagee may procure such insurance, the premium thereon to be secured hereby and paid by Mortgagor. Mortgagor may retain possession of the collateral until any default hereunder. If default shall occur in the payment of the debt secured or if Mortgagee feels insecure in his security, then the Mortgagee may take immediate possession of the collateral wherever found, with or without legal process, may require the Mortgagor to assemble the collateral and make it available to the Mortgagee at a place reasonably convenient to both parties, and may exercise any rights and remedies granted Mortgagee by Article 9 of the Uniform Commercial Code upon default by Mortgagor under a security agreement. Any provision hereof contrary to or prohibited by any law of the State of Colorado, in whole or in part, shall be considered as deleted herefrom and as though not contained herein or enforceable to the extent permitted by such law. The singular used herein shall include the plural, and either gender. Dated this day of ovLr7i "ibbr ,19 TOWN OF AVON, COLORADO ti Mortgagor STATE OF tgagor COUNTY .OX - Th foregoing instrument was ackn wledged before me in the County of State of 0o to&i-tc-b , this ! day of , 19 8S , by Witness my hand and official seal. day tmmrMsilon E)(*w {tali 2&19% Mycommission P�.x iresi ` i - I i.o, Street, Suite 0 - i i all Street, Suite 2800 Denver, Colorado WLa17 ress Denver. Colorado 80293 * Mortgagor — One having title to a motor vehicle who pledges the vehicle for security. ** Mortgagee — One who receives the mortgage and usually extends the credit. No. 915. Rev. 1 -84. CHATTEL MORTGAGE SECURITY AGREEMENT (Motor Vehicle) Bradford Publishing, 5825 W. 6th Ave., Lakewood, CO 80214 — (303) 233.6900 2 -84 90 1 z Town of Avon P. O. Box 975, Avon, CO 81620 (303) 949 -4280 November 12, 1985 FirstBank of Avon P.O. Box 5270 Avon, CO 81620 Dear Cristie: Please use this letter has authorization to wire transfer from checking account 7-T-'500100.the amount of X58,000.00 to the following: Bank account n: 118010313 (Bus Industries) Bank # 021300776 North Star, Utica, NY Attached you will find the withdrawal advice of charge which has been signed for this transaction. Regards, Allan R. Nottingh m Mayor Patricia J. boyle Town Clerk A� ((�L� r .141 � �� u �-� - OF AVON OUTGOING WIRE AVON, COLORADO 81,620 BANK SENT THRU DESTINATION BANK I RECIPIENT_ b 1.JLJ--,Tr i E< TAKEN BY CUST. NAME ADDR ADDRI DATE I) 2 &;--r--- TIMESENT 2_��-Iv1 INSTRUCTIONS_ -P)PI I = A44" n-- " 'ENT BY 11,E CHARGE ACCT. #��j 1 on AMOUNT George K. Baum & Company INVESTMENT BANKERS MEMBER OF NEW YORK STOCK EXCHANGE, INC. MIDWEST STOCK EXCHANGE November 1, 1985 Ms. Dewanda Drankiewicz Finance Director P.O. Box 975 Avon, Colorado 80620 Dear Dewanda: SUITE 2800 621 SEVENTEENTH STREET DENVER, COLORADO 80293 TELEPHONE /303)292 -2332 As you know George K. Baum and Company has sold and assigned the lease agreement between the Town of Avon and the Company (for one Orion Bus, $116,000) to Pitney Bowes Credit Corporation. In the future all lease payments should be sent to: Pitney Bowes Credit Corporation 555 East Ocean Blvd., Suite 715 Long Beach, California 90802 We have appreciated the opportunity to work with you and look forward to assisting you with any lease financing requirements which may arise in the future. Best regards, GEORGE K. BAUM & COMPANY 'e�J" /A— JACK. E. ORMSBEE Public Finance Corporation JEO:lab cc: Vince Recine 1 George K. Baum &. Company INVESTMENT BANKEI?S MEMBER OF NEW YORK STOCK EXCHANGE, INC. MIDWEST STOCK EXCHANGE SUITE 2800 621 SEVENTEENTH STREET DENVER, COLORADO 80293 TELEPHONE (303) 292 -2332 October 16, 1985 DATE t DESCRIPTION AMOUNT DEDUCTION NET AMOUNT �d October 85 First Lease Payment for /,171.43 7,171-43 1985 Orion Bus f t CHECK DATE CONTROL NUMBER 16107 TOTALS 7,171.43 i 'OWN OF AVON IST RANK of AVON P.O. DRAWER K100 PH. 949 -0100 P.O. BOX 975 AVON, COLORADO 81!'.20 AVON. COLORADO 81620 CHECK ! < ry -y (303) 949 -4280 82-399 1021 PAY Seven Thousand One Hundred Seventy 0IMTEand 43/'cbMOLNO. AMOUNT , TO THE ORDER OF 10/18/85 1 007 **7,171.43'** George K. Baum & Company 621 Seventeenth Street Denver, CO 80293. `'� AUTHOR�aZED S NATURtz ,� f I ii1 Ea L02' 10 311 e`9 "i=s 621 Seventeenth St. Suite 286 Denver, CO 80293 * U.S.G.P.O. 1984- 425.341 Label 11B 11 -841 EC) U . f -1,M!a • Claims for Oelay. Idss. tlamage er ."ling'-s' be made whhln gd days claim forms may be obtained at the post off= of mathng. • This receipt must be presented when a Claim is Illed. Weight EXPRESS MAIL SERVICE ins Customer Receipt Postage & Fees: s(O J t C' — 114( -7 George K. Baum & Company INVESTMENT BANKERS MEMBER OF NEW YORK STOCK EXCHANGE, INC. MIDWEST STOCK EXCHANGE October 16, 1985 Ms. Dewanda Drankiewicz Finance Director P.O. Box 975 Avon, Colorado 81620 Dear Dewanda: SUITE 2800 621 SEVENTEENTH STREET DENVER, COLORADO 80293 TELEPHONE (303) 292 -2332 Enclosed please find two copies of lease documents for the financing of one Orion bus for Avon. I will need to have all documents executed and one copy returned to me. I already have the letter from the attorney for the Town. If you have any questions you easier ask Mr. Dunn. Be sure with the executed proceedings Best regards, GEORGE K. BAUM & COMPANY JACK E. ORMSBEE Public Finance Department JEO:lab Enclosure can certainly call me or if its and send the first lease payment ($7,171.43) . Date of Agreement 10-15-85 Agreement No. 0 015 Payment Commencement Date 10-15-85 7 GOVERNMENTAL PROPERTY LEASE - PURCHASE AGREEMENT LESSOR: VENDOR: GEORGE K. BAUM & COMPANY Name: Bus I1 dustries Of A -rica 621 - 17TH ST., SUITE 2800 Address: Fase Road R -T) -I DENVER, COLORADO 80239 City: Oriskany State NY Zip: 13424 Contact and Title: Vicki Sheardown Telephonexo.: 315-768-8101 LESSEE: Name: TOW ! OF AVON, COLOPADO Address: P.O. BOX City: Avon County: Eagle State: Colo Zip: 81520 Contact and Title: Dewanda 1}YaTlkleUT1CZ Telephone No.: 303-949-4230 Billing address (if different): n a Lessor agrees to lease and transfer to Lessee, and Lessee agrees to lease and acquire from Lessor, the items of Leased Property (the "Leased Property ") described in Exhibit A to this Property Lease - Purchase Agreement (the "Agreement "), upon and in accordance with the terms, provisions and conditions set forth in this Property Lease- Purchase Agreement (the "Agreement"). 1. COVENANTS OF LESSEE. Lessee represents, covenants and warrants, for the benefit of Lessor and its assignees, as follows: A. Lessee is a public body, corporate and politic, duly rganized and existing under the Constitution and laws of the State of its location set forth above ("State ") and will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. B. Lessee has been duly authorized to execute, deliver and perform this Agreement under the Constitution and laws of the State and under the terms and provisions of the resolution of its governing body, or by other appropriate official approval. Lessee further represents, covenants and warrants that all requirements have been met and all necessary procedures have occurred in order to ensure the enforceability of this Agreement, and Lessee has complied with such public bidding requirements, if any, as may be applicable to this Agreement and the acquisition by Lessee of the Leased Property hereunder. C. During the term of this Agreement, the Leased Property will be used by Lessee only for the purpose of performing one or more governmental or proprietary functions of Lessee consistent with the permissible scope of Lessee's authority and will not be used in a trade or business of any person or entity other than the Lessee. D. During the period this Agreement is in force, Lessee will annually provide Lessor or its assignee with current financial statements, budgets, proof of appropriation for the ensuing fiscal year and such other financial information relating to the ability of Lessee to continue this Agreement as may be reasonably requested by Lessor or its assignee. E. The Leased Property will have a useful life in the hands of the Lessee that is substantially in excess of the Original Term and all Renewal Terms. P. The use of the Leased Property is essential to the proper, efficient and economic operation of Lessee. G. Lessee will deliver to Lessor an opinion of Lessee's legal counsel addressed to Lessor in substantially the substance set forth in Exhibit C hereto. 2. DEFINI'T'IONS. The following terms will have the meanings indicated below unless the context clearly requites otherwise: "Agreement Term" means the Original Term defined in Article 3 hereof and a sufficient number of automatic Renewal Terms as will constitute the number of payment periods set forth in the Payment Schedule attached as Exhibit B to this Agreement. "Lessor" means (i) the entity designated on the face of this Agreement as Lessor hereunder, (ii) any surviving, resulting or transferee corporation; and (iii) except where the context requites otherwise, any assignee(s) of Lessor. "Purchase Price" means the amount which Lessee may, at its option, pay to Lessor in order to purchase the Leased Property, as set forth in the Payment Schedule attached as Exhibit B to this Agreement. "Renewal Term(s)" means the automatic renewal periods of this Agreement, each having a duration of one (1) year co-terminous with Lessee's fiscal year except the last of such automatic renewal periods which shall end on the anniversary of the Commencement Date. "Vendor" means the manufacturer of the Leased Property as well as the agents or dealers of the manufacturer from whom Lessor purchased or is purchasing the Leased Property at the direction of Lessee 3. TERM. The Agreement Term shall commence as of the date of this Agreement and extend until the termination of the Agreement which is presently contemplated and intended by Lessee and Lessor to be for the total number of payment periods set forth on Exhibit B attached hereto and made a part hereof, provided, however, that this Agreement shall be considered an annual contract which shall be renewable automatically from fiscal year to fiscal year by Lessee unless Lessee, pursuant to the occurrence of the circumstances set forth in Article 6, terminates the Agreement effective at the end of its then less than 90 days prior to the end of the then current fiscal year. The words "Original Term" shall designate that period of time from the commencement date of this Agreement to the end of the Lessee's then current fiscal year. The words "Renewal Term" shall, as defined in Article 2, designate each fiscal year of Lessee or fractional portion thereof following the Original Term during the remainder of the Agreement Term. The terms and conditions during any Renewal Term shall be the same as the terms and conditions during the Ori ginal Term except that the Rent Payments shall be a provided in the Payment Schedule attached as Exhibit B to this Agreement. 4. DELIVERY AND ACCEPTANCE. Lessee will cause the Leased Property to be delivered to Lessee at the location specified in Exhibit A (the "Leased Property Location "). Lessee will pay all transportation and other costs, if any, incurred in connection with the delivery of the Leased Property. Lessee will accept the Leased Property as soon as it has been delivered and is operational, or in the event that the manufacturer or vendor allows a preacceptance test period, as soon as the test period has expired. Lessee will evidence its acceptance of the Leased Property by executing the delivering to Lessor an Acceptance Certificate (herein so called) in the form provided by Lessor. 5. RENT PAYMENTS. Section 5.01 Rent Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Rent Payments hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the general tax revenues, funds or monies of Lessee Section'5.02 Payment of Rent Payments. Lessee shall pay Rent Payments, exclusively from legally available funds, in lawful money of the United States of America to Lessor or, in the event of assignment by Lessor, to its assignee, in the amounts and on the dates set forth in the Payment Schedule attached as Exhibit B to this Agreement. Portions of each Rent Payment are paid as, and represent payment of, interest and principal, respectively. The Payment Schedule sets forth the interest component and the principal component of each Rent Payment during the Lease Term. Section 5.03 Rent Payments to be Unconditional. Subject only to Article 6, the obligation of Lessee to make payment of Rent Payments and other payments required under this Agreement shall be absolute and unconditional in all events. Lessee shall make all such payments when due and shall not withhold any such payments as a result of any disputes arising among Lessee and Lessor, any Vendor or any other person, nor shall Lessee assert any right of set -off or counterclaim against its obligation to make such payments nor shall Lessee be entitled to any abatement of such payments as a result of accident or unforeseen circumstances. Section 5.04 Continuation of Lease Term by Lessee. Lessee intends to continue the Lease Term through the Original Term and all of the Renewal Terms and to pay the Rent Payments hereunder. Lessee reasonably believes that legally available funds of an amount sufficient to make all Rent Payments during the Original Tent and each Renewal Term can be obtained. Lessee further intends to do all things lawfully within its power to obtain and maintain funds from which Rent Payments may be made, including making provision for such payments to the extent necessary in each biannual or annual budget submitted and adopted in accordance with applicable provisions of state law, to have such portion of the budget approved, and to exhaust all available reviews and appeals in the event such portion of the budget in not approved 6. NONAPPROPRIATION OF FUNDS. Section 6.01 Non - appropriation. In the event no funds or insufficient funds are appropriated and budgeted or are otherwise not available by any means whatsoever in any fiscal period for Rent Payments due under this Agreement, or if Lessee shall at any time believe that appropriations may not be made for any payment to be made by Lessee under this Agreement, then the Lessee will immediately notify the Lessor or its assignee of such occurrence and this Agreement shall terminate, without penalty or expense to Lessee, on the last day of the fiscal period for which appropriations were received, except that the portions of Rent Payments or other payments hereunder agreed upon for which funds shall have been appropriated and budgeted or are otherwise available shall be paid by Lessee to Lessor. In the event of such termination, Lessee agrees to surrender possession of the Leased Property to Lessor or its assignee peaceably on the date of such termination, packed for shipment in accordance with manufacturer specifications and freight prepaid and insured to any location in the continental United States designated by Lessor. Lessor will have all legal and equitable rights and remedies to take possession of the Leased Property in the event of termination under this Article 6. Section 6.02 No Termination. Notwithstanding the foregoing, Lessee agrees (i) that it will not terminate this Agreement under the provisions of this Article if any funds are appropriated to it, or by it, for the acquisition, retention or operation of the Leased Property or other equipment or property performing functions similar to the Leased Property for the fiscal period in which such termination occurs or the next succeeding fiscal period thereafter, and (ii) that it will not during the Agreement Term give priority in the application of funds to any other functionally similar property. This Section will not be construed so as to permit Lessee to terminate this Agreement in order to acquire any other property or to allocate funds directly or indirectly to perform essentially the same application for which the Leased Property is intended. If during the remainder of the originally intended Agreement Term, Lessee shall subsequently acquire services or functions, or both, which in whole or in part are essentially the same services or functions, or both, for the performance of which the Leased Property was originally acquired from Lessor, Lessor shall have, to the extent permitted by law, the first right to receive payments therefor up to an amount equal to the aggregate of all unpaid Rent Payments hereunder. Section 6.03 Verification of Non - appropriation. Notwithstanding Section 6.01, no termination shall occur pursuant to this Article 6 until Lessee shall have the following delivered to Lessor. A. A written certification by Lessee's governing body that: 1. There is no present plan or intention to replace the Property or provide a substitution therefor, and 2. Lessee has insufficient funds to appropriate the Rent Payments for the next ensuing Renewal Term B. A written opinion of Lessee's legal counsel to verify the occurrence of nonappropriation which opinion shall provide substantially the following: 1. Funds have not been appropriated for a future fiscal period during the term of this Agreement in an amount equal to all or part of the Rent Payments due during such fiscal period for the acquisition of services and functions which in whole or in part are essentially the same services and functions for the performance of which the Leased Property was acquired; and 2. Written notice thereof was given to Company within ten (10) days after adoption of the final budget for such fiscal year, and 3. Lessee has exhausted all funds legally available for all Rent Payments due under this Agreement; and 4. Lessee properly and in a timely manner requested sufficient funds to satisfy the obligations due under this Agreement in the subsequent fiscal period and Lessee diligently pursued and exercised all reasonable efforts to obtain such funds from the governing body which controls such appropriation; and 5. Lessee has paid all Rent Payments due during the fiscal period immediately preceding the fiscal period for which sufficient funds were not appropriated. 7. TITLE TO LEASED PROPERTY; SECURITY INTEREST. Section 7.01 Title to the Leased Property. During the term of this Agreement, title to the Leased Property and any and all additions, repairs, replacements or modifications shall vest in Lessee, subject to the rights of Lessor under this Agreement. In the event of default as set forth in Section 13.01 or nonappropriation as set forth in Article 6, title to the Leased Property shall immediately vest in Lessor, and Lessee will, upon Lessor's request, reasonably surrender possession of the Leased Property to Lessor. Lessee, irrevocably, hereby designates, makes, constitutes and appoints Lessor (and all persons designated by Lessor) as Lessees true and lawful attorney (and agent -in -fact) with power, at such time of default or nonappropriation or times thereafter as Lessor in its sole and absolute discretion may determine, in Lessee's or Lessor's name, to endorse the name of Lessee upon any bill of sale, document, instrument, invoice, freight bill, bill of lading or similar document relating to the Leased Property in order to vest title in Lessor and transfer possession to Lessor. Section 7.02 Security Interest. To secure the payment of all Lessee's obligations under this Agreement, Lessee grants to Lessor a security interest constituting a first lien on the Leased Property and all additions, attachments, accessions and substitutions thereto, and on any proceeds therefrom Lessee agrees to execute such additional documents, including financing statements, certificates of title, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate to establish and maintain its security interest, and upon assignment, the security interest of the assignee of Lessor, in the Leased Property. 8. MAINTENANCE; MODIFICATION; TAXES; INSURANCE. Section 8.01 Maintenance of Leased Property by Lessee. Lessee agrees that at all times during the Agreement Term Lessee will, at Lessees own cost and expense, maintain, preserve and keep the Leased Property in good repair, working order and condition, and will from time to time make or cause to be made all necessary and proper repairs, replacements and modifications. If requested by Lessor, Lessee will, at its expense, enter into a maintenance contract for the Leased Property with Vendor or such other firm as Lessee may choose subject to the express written approval of Lessor, which approval shall not be unreasonably withheld. Section 8.02 Taxes, Other Governmental Charges and Utility Charges. The parties to this Agreement contemplate that the Leased Property will be used for a governmental or proprietary purpose of Lessee and, therefore, the Leased Property will be exempt from all taxes presently assessed and levied with respect to personal property. In the event the use, possession or acquisition of the Leased Property is found to be subject to taxation in any form (except for income taxes of Lessor) Lessee will pay during the Agreement Term, as the same respectively come due, all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Leased Property. In all events, Lessee shall pay all gas, water steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Leased Property. Section 8.03 Insurance. At its own expense Lessee shall cause All Risk Coverage insurance to be carried and maintained, or shall demonstrate to the satisfaction of lessor that adequate self - insurance is provided with respect to the Leased Property sufficient to protect the Full Insurable Value (meaning the full replacement value (new) of the Leased Property or the amount which would then be payable to Lessor pursuant to Section 9.03 in the event of total destruction or damage of the property, whichever is greater), and to protect Lessor from liability in all events. All insurance proceeds from casualty losses shall be payable as Provided in Article 9 hereof. Alternatively, Lessee may insure the Leased Property for its Full Insurable Value under a blanket insurance policy or policies which cover not only the Leased Property but other properties. If Lessee shall insure similar properties by self - insurance, Lessee will insure the Leased Property for its Full Insurable Value by means of an adequate insurance fund. At its own expense Lessee shall cause public liability (bodily injury and property damage) insurance to be maintained in one of the above ways or in combination thereof in such amounts as shall be reasonable specified by Lessor, but in no event in amounts less than $1,000,000 single limit bodily injury and property damage coverage. Lessee shall furnish to Lessor certificates evidencing all required coverage throughout the Lease Term. All insurance shall name Lessee and Lessor as insureds and loss payees as their respective interests may appear and shall provide for at least ten (10) days prior written notice by the underwriter or insurance company to the Lessor in the event of cancellation or expiration. Section 8.04 Alterations. Lessee will not make any alterations, additions or improvements to the Leased Property without Lessors prior written consent unless such alterations, additions or improvements may be readily removed without damage to the Leased Property. Section 8.05 Location; Inspection. The Leased Property will not be removed from, or if the Leased Property consists of rolling stock, its permanent base will not be changed from, the Lease Property Location without Lessor's prior written consent which will not be unreasonably withheld. Lessor will be entitled to enter upon the property of Lessee or elsewhere during reasonable business hours to inspect the Leased Property or observe its use and operation. 9. RISK OF LOSS; DAMAGE, DESTRUCTION AND CONDEMNATION; PROCEEDS. Section 9.01 Risk of Loss. Lessee assumes all risk of loss or damage to the Leased Property from any cause whatsoever, and no such loss of or damage to the Leased Property nor defect therein nor unfitness or obsolescence thereof shall relieve Lessee of the Obligation to make Lease Payments or to perform any other obligation under this Lease. Section 9.02 Damage, Destruction and Condemnation If prior to the termination of the Agreement Tenn (a) the Leased Property or any portion thereof is destroyed (in whole or in part) or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Leased Property or any part thereof or the estate of Lessee or lessor in the Leased Property or any part thereof shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, Lessee and Lessor will cause the proceeds of any insurance claim or condemnation award, after deducting all expenses (including attorney's fees) incurred in the collection of such claim or award ( "Net Proceeds "), to be applied to Lessee's Obligations pursuant to Section 9.03 hereof. Section 9.03 Application of Net Proceeds. Provided the Leased Property is not deemed to be a total loss, Lessee shall, if Lessee is not in default hereunder, cause the repair, replacement or restoration of the Leased Property and pay the cost thereof. In the event of total destruction or damage to the Leased Property, whether or not Lessee is in default, at Lessor's option, Lessee shall pay to Lessor on the Rent Payment due date next succeeding the date of such loss the amount of the remaining principal, accrued interest and any premium calculated by Lessor in accordance with the payment Schedule attached as Exhibit B to this Agreement, plus any other amount payable by Lessee hereunder, and, upon payment in full of such amounts, this Agreement shall terminate and Lessor's security interest in the Leased Property shall terminate. Net Proceeds, if any, in excess of the amounts payable to Lessor pursuant to the preceeding sentence shall be payable to and retained by Lessee. Lessee agrees that if the Net Proceeds are insufficient to pay in full Lessees obligations hereunder, Lessee shall make such payments to the extent of any deficiency. 10. DISCLAIMER OF WARRANTIES; VENDOR'S WARRANTIES; USE. Section 10.01 Limitation on Warranties. Lessee acknowledges and agrees that the Leased Property is of a size, design, and capacity selected by Lessee and that Lessor is neither a manufacturer nor a vendor of such property. LESSOR MAKES NO REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, CONDITION, QUALITY, DURABILITY, DESIGN, OPERATION, FITNESS FOR USE, OR SUITABILITY OF THE LEASED PROPERTY IN ANY RESPECT WHATSOEVER OR IN CONNECTION WITH OR FOR THE PURPOSES AND USES OF LESSEE, OR ANY OTHER REPRESENTATION, WARRANTY, OR COVENANT OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT THERETO. IN NO EVENT SHALL LESSOR BE OBLIGATED OR LIABLE FOR ACTUAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF OR TO LESSEE OR ANY OTHER PERSON AND ENTITY ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE LEASED PROPERTY AND THE MAINTENANCE THEREOF. Section 10.02 Vendor's Warranties. Lessor hereby irrevocably appoints Lessee its agent and attorney -in -fact during the Agreement Term, so long as Lessee shall not be in default hereunder, to assert from time to time whatever claims and rights, including warranties of the Leased Property, which Lessor may have against the Vendor of the Leased Property. Lessee's sole remedy for the breach of such warranty, indemnification or representation shall be against the Vendor of the Leased Property. Lessee expressly acknowledges that Lessor makes, and has made, no representation or warranties whatsoever as to the existence or availability or enforceability of such warranties of the Vendor. Section 10.03 Use of the Leased Property. Lessee will not install, use, operate or maintain the Leased Property improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by this Agreement. Lessee shall provide all permits and licenses, if any, necessary for the installation and operation of the Leased Property. In addition, Lessee agrees to comply in all respects (including, without limitation with respect to the use, maintenance and operation of each item of the Leased Property) with all laws of the jurisdictions in which its operations involving any item of Leased Property may extend and any legislative, executive, administrative or judicial body exercising any power or jurisdiction over the items of the Leased Property; provided, however, that Lessee may contest in good faith the validity or application of any such law or rule in any reasonable manner which does not, in the opinion of Lessor adversely affect the estate of Lessor in and to any of the items of the Leased Property or its interest or rights under this Agreement Section 10.04 Personal Property. The Leased Property is and will remain personal property and will not be deemed to be affixed to or a part of the real estate on which it may be situated, notwithstandi ng that the Leased Property or any part thereof may be or hereafter become in any manner physically affixed or 90) days prior written notice, elect to purchase all, but not less than all, of the leased Property at the end of the Original Term or any Renewal Term or such other date as may be provided in the Payment Schedule attached as Exhibit B to this Agreement for the applicable Purchase Price as set forth in the Payment Schedule or any amount interpolated therefrom by Lessor, which amount shall be due and payable on the day of closing of the purchase which day shall be specified by Lessee in its written notice to Lessor. Prior to closing Lessee shall continue to make all Rent Payments and other payments and perform all of its other obligations under this Agreement. Upon satisfaction by Lessee of such purchase conditions, Lessor will transfer any and all of its right, title and interest in the Leased Property to Lessee as is, without warranty, express or implied, except that Lessor, if requested by Lessee, will warrant to Lessee that the Leased property is free and clear of any liens created by Lessor. 11. OPTION TO PURCHASE. Provided Lessee is not in default hereunder, and all payments theretofore due hereunder shall have been paid, Lessee may, upon giving lessor not less then ninety (90) days prior written notice, elect to purchase all, but not less than all, of the Leased Property at the end of the Original Tenn or any Renewal Term or such other date as may be provided in the Payment Schedule attached as Exhibit B to this Agreement for the applicable Purchase Price as set forth in the Payment Schedule or any amount interpolated therefrom by Lessor, which amount shall be due and payable on the day of closing of the purchase which day shall be specified by Lessee in its written notice to Lessor. Prior to closing Lessee shall continue to make all Rent Payments and other payments and perform all of its other obligations under this Agreement. Upon satisfaction by Lessee of such PPurchase conditions, Lessor will transfer any and all of its right, title and interest in the Leased Property to Lessee as is, without warranty, express or implied, except that Lessor, if requested by L essee, will warrant to Lessee that the Leased Property is free and clear of any liens created by Lessor. 12. ASSIGNMENT; SUBLEASING; AND INDEMNIFICATION. Section 12.01 Assignment by Lessor. A. This Agreement, and the obligations of Lessee to make payments hereunder, maybe assigned by Lessor and reassigned in whole or in part to one or more assignees at any time subsequent to its execution, without the necessity of obtaining the consent of Lessee. Lessor agrees to give notice of assignment to Lessee and upon receipt of such notice Lessee agrees, unless specified otherwise in Lessor's notice, to make all payments to the assignee designated in the assignment, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising from a breach of this Agreement or otherwise) that Lessee may from time to time have against Lessor, or the assignee. Lessee agrees to execute all documents, including notices of assignment and chattel mortgages or financing statements which may be reasonably requested by Lessor or its assignee to protect their interests in the Leased Property and in this Agreement. B. The Lessor's interest in this Agreement may not be assigned or reassigned in whole or in part unless (i) the document by which such assignment or reassignment is made discloses the name and address of the assignee; and (ii) the Lessee receives written notification of the name and address of the assignee. The Lessee covenants and agrees with the Lessor and each subsequent assignee of Lessor to maintain for the full term of this Agreement a complete and accurate written record of each such assignment and reassignment in form necessary to comply with Section 1030) of the Internal Revenue t as a collection and paying agent for the assignee or holders of certificates of participation in this Agreement, provided the Lessee receives written notification of the name and address of such collection and paying agent, and such collection and paying agent covenants and agrees to maintain for the full remaining term of this Agreement a written record of each assignment or reassignment of this Agreement and such certificates of participation. Section 12.02 No Sale, Assignment or Subleasing by Lessee. This Agreement and the interest of Lessee in the Leased Property may not be sold, assigned or encumbered by Lessee without prior written consent of Lessor. Section 12.03 Indemnification Covenants. To the extent permitted by the laws and Constitution of the State, Lessee shall protect, hold harmless and indemnify Lessor from and against any and all liability, obligations, losses, claims and damages whatsoever, regardless of cause thereof, and expenses in connection therewith, including, without limitation, counsel fees and expenses, penalties and interest ansing out of or as the result of the entering into of this Agreement, the ownership of any item of the Leased Property, the ordering, acquisition, use, operation, condition, possession, delivery, rejection, storage or return of any item of the Leased Property or any accident in connection with the operation, use, condition, possession, storage or return of any item of the Leased Property resulting in damage to property or injury to or death to any person. The indemnification arising under this Section shall continue in full force and effect notwithstanding the full payment of all obligations under this Agreement or the termination of the Agreement Term fr any reason. Lessee agrees not to withhold or abate any portion of the payments required pursuant to this Agreement by reason of any defects, malfunctions, breakdowns or infirmities of the Leased Property. 13. EVENTS OF DEFAULT AND REMEDIES. Section 13.01 Events of Default Defined The following shall constitute an "event of default" hereunder. A. Failure by Lessee to pay any Rent Payment or other payment required to be paid hereunder at the time specified herein; or B. Failure by Lessee to observe and perform any other covenant, condition or agreement on its part to be observed or performed, other than for a period of twenty (20) days after written notice to Lessee, specifying such failure and requesting that it be remedied, unless Lessor shall agree in writing to an extension of such time prior to itsexpiration; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; or C. Breach of any irreparable covenant, representation or warranty by Lessee under this Agreement; or D. Commencement by Lessee of a case or proceeding under the Federal bankruptcy laws or filing by Lessee of any petition or answer seeking reorganization, arrangement composition, readjustment, liquidation or similar relief under any existing or future bankruptcy, insolvency or other similar law or an answer admitting or not contesting the material allegations of a petition filed against Lessee in any such proceeding; or E. A petition against Lessee in a proceeding under any existing or future bankruptcy, insolvency or other similar law shall be filed and not withdrawn or dismissed within thirty (30) days thereafter. Section 13.02 Remedies on Default. Upon the occurrence of an event of default Lessor shall have the right, at its sole option without any further demand or notice, to exercise any one or more of the following remedies: A. With or without terminating this Agreement, retake possession of the Leased Property and sell, lease or sublease the Leased Property with the net proceeds thereof to be applied to Lessee's obligations hereunder, holding Lessee liable for all remaining Rent Payments applicable on the rent payment due date next succeeding the last date on which a Rent Payment was made, plus the Purchase Price for the Leased Property applicable to such date, plus any other amounts payable by Lessee hereunder including, but not limited to, attorney's fees, expenses and costs of repossession; B. Require Lessee at Lessee's risk and expense to promptly return the Leased Property in the manner and in the condition set forth in Sections 6.01 and 8.01 hereof; C. If Lessor is unable to repossess the Leased Property for any reason, the Leased Property shall be deemed a total loss and Lessee shall pay to Lessor the amount due in the event of a total loss pursuant to Section 9.03 hereof; and D. Take whatever other action at law or in equity may appear necessary or desirable to enforce its rights as the owner of the Leased Property. Section 13.03 No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or not or hereafter existing at law or in equity. In addition, Lessee will remain liable for all covenants and indemnities under this Agreement and for all legal fees and other costs and expenses, including court costs and reasonable attorney's fees, incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor. No delay or omission to exercise anyright or power accruing egistered mail, postage prepaid, to the parties at their respective places of business. 14. MISCELLANEOUS. Section 14.01 Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by registerd mail, postage prepaid, to the parties at their respective places of business. Section 14.02 Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. Section 14.03 Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 14.04 Advances. In the event Lessee fails to pay any amount due hereunder or to perform any of its obligations under this Agreement, Lessor may at its option pay such amounts or perform such obligation, and Lessee shall reimburse Lessor the amount of such payment of cost of performance upon demand, together with interest at the rate of eighteen percent (18 %) per annum or the highest rate permitted by law, whichever is less. Section 14.05 Execution in Counterparts. This Agreement may be executed in multiple counterparts each of which shall be an original and all of which shall constitute but one and the same instrument. Section 14.06 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State. Section 14.07 Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement Section 14.08 Additional Provisions; Advance Funding and Reserve Accounts. Any amendments to the standard language of this Agreement, any additional provisions or, in the event funding is provided by or on behalf of Lessor in advance of the acquisition, delivery or acceptance of the Leased Property or a reserve fund is created for payments to be made by Lessee under this Agreement, the terms, provisions and conditions for the advance funding and the reserve fund will be set forth in Appendix I attached hereto which shall be incorporated herein by reference. Section 14.09 Entire Agreement. This Agreement, including any Exhibits and Appendices hereto and any documents or instruments delivered pursuant to this Agreement, constitutes the entire agreement between Lessor and Lessee and may not be amended, altered or modified except by written instrument signed by Lessor and Lessee. The execution of such writing by Lessor's assignee shall be sufficient for such purposes if this Agreement has been assigned by Lessor. There are no understandings, agreements, representations or warranties, express or implies, not specified herein regarding this Agreement or the Leased Property. Any terms and conditions of any purchase order or other document submitted by Lessee in connection with this Agreement which are in addition to or inconsistent with the terms and conditions of this Agreement will not be binding on Lessor and will not apply to this Agreement. Lessee by the signature of its authorized representative acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions. IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed by their respective officers thereunto duly authorized, all as of the above Date of this Agreement. LESSOR: GEORGE K. BAU 4 & COMT'AVY -- s—.tt- B �.�. JACK E. ORMSBii LESSEE: TOWN OF AVON, COLORADO Title: PUBLIC FINANCE DEPT. T i t 1 e: TOWN MAP,= EXHIBIT B PAYMENT SCHEDULE PAGE ONE OF Lessee: TOWN OF AVON, COLORADO Fiscal Period: DECEMBER Expiration Date: JULY 15, 1990 Payment Payment Interest Principal Concluding Number Date Payment Portion Portion Payment 1 10/15/85: $7,171.43 $ 0.00 $7,1 71.43 $112,178.18 2 1/15/86 7,171.43 2,564.27 4,607.16 107,278.36 3 4/15/86 7,171.43 2,455.72 4,715.71 102,279.32 4 7/15/86 7,171.43 2,344.60 4,826.83 97, 179 .05 5 10/15/86 7,171.43 2,230.87 4,940.56 91,975.50 6 1/15/87 7,171.43 2,-114.46 5, 056.97 86,666. 57 7 4/15/87 7,171.43 1,995.30 5, 176.13 81,250 .14 8 7/15/87 7,171.43 1,873.34 5,298.09 75,724.03 9 10/15/87 7,171.43 1,748.51 5,422.92 70,086.01 10 1/15/88 7,171.43 1,620.73 5,550.70 64,333.82 11 4/15/88 7,171.43 1,489:94 5,681.49 58,465.15 12 7/15/88 7,171.43 1,356.07 5,815.36 52,477.64 13 10/15/88 7,171.43 1,219.04 5,952.39 46,368.88 14 1/15/89 7,171.43 1,078.79 6,092.64 40,136.42 15 4/15/89 7,171.43 935.23 6,236.20 33,777.75 16 7/15/89 7,171.43 788:29 6, 383. 14 27,290 . 32 17 10/15/89 7,171.43 637.89 61533.54 20 , 671. 52 18 1/15/90 7,171-.43 483.94 6,607.49 13, 918.69 19 4/15/90 7/15/90 7,171.43 326.37 6, 845. 06 7,029.11 20 7,171.27 165.08 7,006.19- 0.00 * After payment of all amounts outstanding or otherwise due as of that date. EXHIBIT A DESCRIPTION OF LEASED PROPERTY Quantity Description (including quantity and serial or identification numbers where applicable) ONE (1) ORION BUS Passenger SERIAL NO. 2B1119771F6001242 Location of Leased Property: ADDRESS: P. 0. Box 975 C I T Y: Avon COUNTY: Eagle S T A T E: Colorado ZIP: 31620 LESSEE CERTIFICATIONS ESSENTIAL USE CERTIFICATE With respect to the Property Lease - Purchase Agreement dated October 15 , 1985 between the Lessor and TOWN OF AVON, COLORADO ( "Lessee "), it is represented to you that the Leased Property as set forth in the Property Lease - Purchase Agreement will be used by (Department or Division using Leased Property) for the following purposes: PUBLIC 'TRANSPORTATION and the use of the Leased Property is essential to its proper, efficient and economic operation. APPROPRIATION AND LEGAL PROCEEDINGS CERTIFICATE The undersigned representative of Lessee hereby certifies that all payments due by Lessee under the Property Lease - Purchase Agreement for the fiscal year ending ] cember 31 , 19 89 , are within such fiscal year's Budget for Lessee and within an available, unexhausted and unencumbered appropriation for Lessee, and Lessee has taken all necessary action to authorize it to enter into the Agreement and perform Lessee's obligations thereunder in accordance with its terms, conditions and provisions. INSURANCE CERTIFICATE (Check Appropriate Line) LESSEE HAS MASTER POLICY The Lessee hereby warrants and covenants that the Leased Property, which is the subject matter of the above - mentioned Property Lease- Purchase Agreement, has been placed under coverage of the master insurance policy which is presently carried by the Lessee. The Lessee states that this master insurance policy has limits which are sufficient to cover 100 percent of the Full Insurable Value of the Property as defined in Section 8.03 of the Property Lease- Purchase Agreement of the Leased Property and that any deductible portion of said policy is not in an amount greater than the cost of the Leased Property, so as to make the policy of no value. The Lessee further states the master policy shall be renewed and maintained in effect during the entire term of the Property Lease - Purchase Agreement, and the Lessee further states that at all time during the Property Lease - Purchase Agreement, the policy as it pertains to the Leased Property will be for an amount not less than 100 percent of the Full Insurable Value of the Leased Property as defined in Section 8.03 of the Property Lease - Purchase Agreement. LESSEE HAS SEPARATE INSURANCE POLICY The Lessee has purchased a separate insurance policy covering the Leased Property which is the subject matter of the above set forth Property Lease- Purchase Agreement. The amount of the policy is not less than 100 percent of the Full Insurable Value of the Leased Property as defined in Section 8.03 of the Property Lease - Purchase Agreement. Lessee further covenants and agrees that the insurance policy will be renewed on renewal dates and will remain in force for the Full Insurable Value of the Leased Property during the entire term of the Property Lease - Purchase Agreement and will not lapse during the entire term of the Property Lease- Purchase Agreement. LESSEE IS SELF - INSURED The Lessee is self - insured with respect to all its insurance risks which risks include, but are not limited to, the Leased Property which is the subject matter of the above - mentioned Leased Property Lease - Purchase Agreement. Lessee further agrees that should the Lessee cease to be self - insured, that Lessee will either purchase a separate policy of insurance on the Leased Property or provide insurance under its then acquired master policy. In the event that the Lessee should cease to be self - insured, this certificate shall become null and void and the Lessee shall immediately notify the Lessor by certified mail, return receipt requested, of such change and Lessee shall comply in full with the requirments to obtain insurance as contained in the Property Lease- Purchase Agreement by obtaining insurance on the equipment in the form of a single policy or under a master policy. The above Essential Use Certificate, Appropriation and Legal Proceedings Certificate and Insurance Certificate are acknowledged as true and valid, and the Lessee agrees to make payments due in the manner set forth in the Property Lease- Purchase Agreement. i es s whereof, I hav set my hand and the seal of the Lessee this Z day of 19 ��y ilia- D . Ta -s Pn tedl'fameandt own __q aiia,er I of Town of Avon, Colorado (Name of Lessee) Ef' ACCEPTANCE CERTIFICATE GEORGE K. BAUM & C01`MNY Lessor 621 -17TH ST., SUITE 2800 Da1VER, COLORADO 80293 Gentlemen: In accordance with the terms of the Property Lease- Purchase Agreement dated October 15 1985 the ( "Agreement ") between GEORGE K. BALM & COMPANY ( "Lessor ") and the undersigned ( "Lessee "), Lessee hereby certifies and represents to, and agrees with Lessor as follows: 1. The Leased Property, as such term is defined in the Agreement, has been delivered and installed at the location specified in the Agreement and accepted on the date indicated below. 2. Lessee has conducted such inspection and/or testing of the Leased Property as it deems necessary and appropriate and hereby acknowledges that it accepts the Leased Property for all purposes. 3. No event of default, as such term if defined in the Agreement, and not event which with notice or lapse of time, or both, would become an event of default, has occurred and is continuing at the date hereof. Based on the foregoing, Lessee shall commence the Rent Payments under the Agreement on October 15 . 19 85 . AN / � . 19 Z �J s Date: 19 }, Town of Avon _ Lessee_- - By: Printed Name, Title: Town Manager ASSIGNMENT FOR AND IN CONSIDERATION OF TEN DOLLARS and other good and valuable consideration, receipt of which is hereby acknowledged, George K. Baum & Company, a Missouri corporation ( "Assignor "), whose Denver address is 621 17th Street, Suite 2800, Denver, Colorado 80293, assigns, and sets over to PITPNK)? BOWES CFEDIT CORPORATION , whose address is ( "Assignee ") all of Assignor's right, title and interest in, to and under: 1) that certain Property Lease /Purchase by and between Assignor as Lessor and of as Lessee (the "Agreement "); Agreement dated 10 -15 1985 , To-vai of Avon, Colorado 2) the Assignor's interest in and to the Property covered by the Agreement; and 3) all moneys payable or to become payable under the Agreement or with respect to the Property. Assignor warrants that the Property subject to the Agreement is free from any and all liens and encumbrances, that Assignor and Lessee have authorized, executed and delivered the Agreement and such other documents in connection with the transaction. Assignor further warrants that no event of default has occurred under the Agreement. ASSIGNEE shall preform all obligations and duties required of Assignor under the Agreement and ASSIGNOR shall not be responsible for performace of any such obligations or duties. Assignor agrees that in the event of a default by Lessee under the Agreement, Assignee is fully empowered to enforce the rights of the Lessor under the Agreement in the name of Assignee or in the name of and on behalf of Lessor and Assignor's attorney -in -fact for purpose of such enforcement. If Assignee pursues any enforcement rights under the Agreement, it shall notify Assignor upon Assignee's commencement of such action. Assignor shall deliver promptly to Assignee all notices or other communications of any type directed to Assignor in connection with this assignment or the transaction contemplated by the Agreement. Dated: 19_ GEORGE K. BAUM- & MTANY ASSIGNOR By: Title: PUBLIC nIl` AJ\!CE DEPARUT- W PITNEY BOLLS OMIT CORPORATION ASSIGNEE 5680 S. Syracuse Circle Sure 300 En,glewood, CO 80111 By: Title: Town of Avon P. O. Box 975, Avon, CO 81620 (303) 949 -4280 October 18, 1985 Diane E. Hand Account Assistant Frank B. Hall & Co. of Colorado 4100 E. Mississippi Avenue Suite 800 Denver, CO 80217 -0229 Dear Ms. Hand: It is my understanding that Donna Haskins, Vail Associates, Inc., has contacted you regarding a Certificate of Insurance listing the Town of Avon as additional insured on their policy with you for the new Orion bus that was delivered. The following is pertinent information regarding the bus: Make Model Serial # Year Orion 01.502 2B1119771F6001242 1985 The Town of Avon is in the process of securing a lease on this bus information is needed from your offices. The attached copy should on your letterhead, signed and'returned to me. Since this document to process the lease, we would appreciate your handling this matter as possible. Thank you for your help in this matter. Regards, DeWanda Drankiewicz Finance Officer cc: Jack E. Ormsbee George K. Baum & Co. and more be re -typed is needed as expeditiously (I J (LETTERHEAD OF INSURANCE COMPANY OR AGENT) (DATE) ( GEORGE K. BAUM) [Name of Lessor] ( 1 [Address of Lessor] Gentlemen: We understand that THE TOWN OF AVON. COLORADO ("Lessee") [Name of Lessee] has entered into a Property Lease - Purchase Agreement (the "Agreement ") dated_Dc_tQ1zx_15_, 19_8_5, with you as Lessor covering the following Property: (1) Orion - Passenger Bus Serial no. 2B1119771F6001242 Unsert Property Description] located at AVON, COLORADO and that pursuant to the Agreement certain insurance requirements must be met by the Lessee. This letter is to inform you prior to formal certificates being issued and delivered to you that, pursuant to separate policies or under a master policy, the Lessee procured and there is in effect the following insuacace in accordance with Lessee's obligations under the Agreement and with respect to the Property: I. BODILY INJURY AND PROPERTY DAMAGE: A. $1,000,000.00 single limit Bodily Injury and Property Damage Coverage. B. Endorsement naming you, or your Assignee, as an Additional Insured insofar as the Property is concerned. C. Endorsement giving you, or your Assignee, ten (10) days written notice of any cancellation, reduction or alteration of coverage. D. Endorsement "It is understood and agreed that this insurance is primary insurance insofar as it relates to any and all property financed by [you], or [your] Assignee ". It is understood that the Property is financed on a net finance basis, i.e., a non - operating funding agreement, and that you, or your Assignee has no maintenance obligations with respect thereto. II. PHYSICAL DAMAGE REQUIREMENTS A. All Risk Coverage for not less than the TOTAL COST of $ 116,000 and/or Comprehensive and Collision coverage for licensed vehicles. B. Endorsement naming you, or your Assignee, as Loss Payee insofar as the Property is concerned. C. Endorsement giving you, or your Assignee, ten (10) days written notice of any cancellation, reduction or alteration of coverages. D. Endorsement "It is understood and agreed that this insurance is primary insurance insofar as it relates to any and all property financed by [you], or [your] Assignee. Very truly yours, .- CHATTEL MORTGAGE SECURITY AGREEMENT (Motor Vehicle) KNOW ALL MEN BY THESE PRESENTS, That TOTZT OF AVON, COLORADO of the County of EACLE in the State of Colorado Mort agor* for good and valuable consideration, does hereby grant unto PITNEY BOWB`S CRI IT CORPORATION of the . County of , State of Colorado, Mortgagee ", a chattel mortgage security interest in the following personal property (collateral) including (except as to any consumer goods as defined in the Uniform Commercial Code) all additions, replacements and accessories thereto: Orion 01.502 Make Style and Model ORION PASSENGER. BUS 2B1119771F6001242 1985 Identification Number Year 1985 Other Identification This chattel mortgage security interest is given to secure the payment of an indebtedness evidenced by lease bearing even date herewith in the principal sum of $ 116 000.00 , payable to the order of the Mortgagee with interest as therein stated, and is given in accordance with the Colorado Certificate of Title Act ( C.R.S. 42 -6 -101, et seq.) Mortgagor warrants that he is the owner of the collateral free and clear of liens, encum- brances and security interests. Mortgagor agrees not to remove the same from the State of Colorado, to pay all taxes when due, to procure such insurance as may legally be required by Mortgagee and deliver the policy to Mortgagee with a loss payable clause in favor of Mortgagee or a certificate thereof, and in default of the foregoing, Mortgagee may procure such insurance, the premium thereon to be secured hereby and paid by Mortgagor. Mortgagor may retain possession of the collateral until any default hereunder. If default shall occur in the payment of the debt secured or if Mortgagee feels insecure in his security, then the Mortgagee may take imm diate possession of the collateral wherever found, with or without legal process, may require the�Mortgagor to assemble the collateral and make it available to the Mortgagee at a place reasonably convenient to both parties, and may exercise any rights and remedies granted Mortgagee by Article 9 of the Uniform Commercial Code upon default by Mortgagor under a security agreement. Any provision hereof contrary to or prohibited by any law of the State of Colorado, in whole or in part, shall be considered as deleted herefrom and as though not contained herein or enforceable to the extent permitted by such law. The singular used herein shall include the plural, and either gender. Dated this / f day of STATE OF COUNTY OF T goi g instrument was tate day of , 19, b; Witness my hand and official seal. i My commission expires: Al__ e' ,19 q_ TOVIN OF AVON Mortgagor [ / SS. Mortga Address * Mortgagor — One having title to a motor vehicle who pledges the vehicle for security. ** Mortgagee.— One who receives the mortgage and usually extends the credit. No. 915. Rev. 1 -84. CHATTEL MORTGAGE SECURITY AGREEMENT (Motor Vehicle) Bradford Publishing. 5825 W. 6th Ave., Lakewood, CO 80214 — (303) 233 -6900 2 -84 0 N Town of Avon P. O. Box 975, Avon, CO 81620 (303) 949 -4280 October 18, 1985 George K. Baum & Company 621 Seventeenth Street Suite 2800 Denver, CO 80293 Dear Mr. Ormsbee: Please be advised that the Certificate of Insurance that you requested will be sent to you as soon as it is received from the insurance company. I have enclosed copies of Certificates of Insurance on other buses so that you may see the type of coverage. Thank you for your help in this matter. Regards, G GtrGct� cam 1� DeWanda O6w Finance Officer August 30, 1985 Mr. Bill James Town of Avon P. 0. Box 975 Avon, Colorado 81620 Re: Vail Associates, Inc., etal. Insurance for Town of Avon Buses Dear Mr. James: t, Frank B. Hall & Co. of Colorado 4100 East Mississippi Avenue Suite 800 P.O. Box 17229 Denver, Colorado 80217 -0229 Enclosed please find Certificate of Insurance forms issued in favor of the Town of Avon with regards to Automobile Liability, and Excess Liability coverages afforded Vail. As you will note, the Town of Avon has been named as Additional Insured under these policies, and we will forward the endorsements to your office when received from the Insurance Carriers. We also include a copy of the Insurance Binder under the Automobile Policy requesting that the buses be added to Vail's Automobile Contract as of August 1, 1985. We trust that you will find these forms in order, however, if you have any questions, please feel free to contact our offi -ce. Sincerely, Frank B. Hall & Co. of Colorado Diane E. Hand Account Assistant deh;s Encl. cc: Donna Haskins, Risk Management Administrator, Vail Associates, Inc. Dick Moore, Wilson Insurance Service, P. 0. Box 22168, Denver, Co. 80222 Telephone (303) 758 -7688 TLX 45 -0176 car. ;3 fDenver, OpUtER r .a rar. BHall & Company of Colorado 0 East Mississippi Avenue uite 800 0. Box 17229 Colorado 80217 -0229 INSURED Vail Associates, Inc., etal. P. 0. Box 7 Vail, Colorado 81658 f 4 A X including buses 34 UEN NJ6257 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORM,ATICN ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE COMPANY A — -- — ` - - - - -- LETTER Hartford Accident & Indemnity Company COMPANY - - - - -- -- - —_ f LETTER - - - - -- - - -- CO'JPANY LETTER �+ a 04 -30 -85 04 -30 -86 250 500 100 A Automobile Physical 34 UEN NJ6257 04 -30 -85 04 -30 -86 As your interest may Damage Coverage appear in Specified Perils with $25. Ded. See attached Addendum for Schedule of Vehicles for Mischief or Vand. Certificate Holder is named as Additional Insured but only as respects $1,000. Ded. Collision their liability arising out of acts or omissions of the Named Insured. Town of Avon P. 0. Box 975 Avon, Colorado 81620 '30 I. Attention: Bill James ........ Robert J. Farnsworth deh n � r�l ADDENDUM SCHEDULE OF VEHICLES FOR TOWN OF AVON CERTIFICATE OF INSURANCE 1983 Orion, #2B1119771D5526827 1984 Orion, #2B111977XE6001058 1983 El Dorado, #1FDKE30L4DHA38940 1983 E1 Dorado, #lFDKE30L9DHA40585 1983 E1 Dorado, #1FDKE3OL9DHA40589 Value: $ 116,000. Value: $ 116,000. Value: $ 30,000. Value: $ 30,000. Value: $ 30,000 Policy Numbers: Auto # 34 UEN NJ6257 Liability # LUS0081SEA -9A Excess Liability # 522 052430 & LUSX347 Policy Term: April 30, 1985 to April 30, 1986 E ARID ADDRESS OF AGENCY Frank B. Hall & Company of Colorado 4100 East Mississippi Avenue Suite 800 P. 0. Box 17229 Denver, Colorado 80217 -0229 NAME AND MAILING ADDRESS OF INSURED Vail Associates, Inc., etal. P. 0. Box 7 Vail, Colorado 81658 'r O P E G 1 Type and Location of Property Binder No. #1 COMPANY Hartford Accident & Indemnity Company Effective ; a . m -GB--OT -- $�- Expires X❑ 12:01 am ❑ Noon 1 0 -01 1985 ❑ This binder is issued to extend coverage in the above named company per expiring policy # Description of Operation /Vehicles /Property Ic,--r- d5 983 Orion Bus #2B1119771D5526827; $116,000. Vai 984 Orion Bus #2B111977XE6001058; $116,000. Val 983 E1 Dorado Bus #1FDKE3014DHA38940; $30,000.; 983 E1 Dorado Bus #lFDKE30L9DHA40585; $30,000. 7 983- E�Dod. Bus;#1 FDKE30L9DHA405B9; $30,0 Coverage /Perils /Forms 00 Coins. Ironsurance) Ded. I X X X 250,000. X xxxxxxxxxx 25. by Mischief or Vandalism 500,000. X 1,000. X 1,000. 100,000. X 50,000. X Maximum X Specified Perils Pending issuance of endorsement adding above vehicles to policy # 34 UEN NJ6257 by Insurance Company. Town of Avon P`• 0. Box 975 LOAN NoMREr Avon, Colorado 81620 Attention: Bill James ACORD 75 („/77,x) i Robert J. Farnsworth 08 -30 -85 Signal we of 1.,;;!,r_.n,..d Represcnta; .r. deh; ,tr; 01- AOM- ..�2OLr tk B. Hall & Company of Colorado 4100 East Mississippi Avenue Suite 800 P. 0. Box 17229 Denver, Colorado 80217 -0229 INSURED Vail Associates, Inc., etal. P. 0. Box 7 Vail, Colorado 81658 ISSUE DATE (IAM /DD /YY) 08 -30 -85 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE 1 COMPAN LETTER Y A Lloyds of London & Other Companies LEERY B International Insurance Company COMPANY LETTER C COMPANY LETTER COMPANY E LETTER THIS IS TO CERTIFY i I4fi' T POLICIES OF INSURANCE LISTED E THE HAVE BEEN ISSUED TO THE INSURED NAMED AtiOVE FOR HE P,-LACY } r-I::;C. ICFTED, I:OTt9'HS -ri:; "' t r ! } ;TOU!F = flcl:T, TLFIV OR CONMTIO' Or ANY CONTRACT OR OTHER DOCUASENT A'!TH RESPECT TO'vS`I?IC.!' 6E ISSUED' OR M t , PEF TAIN, THE INSURANCE AFFORDED E} i HE FOLIC!FS DESCRIC-0 HIRE IS SU5JLCT TO ALL THE TErPV..S. EXCLL!`. IGt •, R CG! "'i- TIONS OF SUICK POLICES. CoI )'PE OF INSURANCE -T R; POLICY NUMBER I PCIUCY LFFECT!V PD it Ex.i54 �; LIABILITY I!"BITS IN THOUSANDS_ LUS0081SEA -9A 04- 30 -85 04 -30 -86 300 300 300 2,700 r! F ! r: I See attached Addendum for Schedule of Vehicles Certificate Holder is named as Additional Insured but only as respects their liability „aris_iLU` out of acts or omissions of the Named Insured. •'{ =.�. �. e..a.. t �_.. .o„ >g, , ,w �i e+ '+�'�'y^'-fx P (♦ I:o. �j c rH Town of Avon SHCU�D ANY OF HL l.�C1E LLcCF LEil i'GLICi_S 5E ,.h;L._(_E L ,ii Ek- P. 0. Box 975 :_ F!RATIt`I' GAlE THF.REGF, 1hL IESU;NG COMPLNY WILL. LNELt1'C :; TO Avon Colorado 87 620 SAIL _ 30 D YS WF.!TTEN NOTICE TO THE CERTIFICATE HCLCER Nti!�G TG 1HE Avon, LEFT, EUT FAILURE 1 O.AA!L SUCH NOTICE SHALL IASPOSE NO OBLIGATIC!. V'; LIkpILITY Attention: Bill James OF ANY KIND UFGN TH.`-'. COMPANY, ITS AGENTS OR REFRESENTATIV E. . °; AUTHORIZE81) IIEPRESENTATP:E ).�. M cjj eh �'.' (m � � 1 f' 7 �wrYY'? .. . , s ,y�'S�3iy,•`- �w »t�� •, + w"�ti �� f �,�. gyp. �, � � I . , ADDENDUM SCHEDULE OF VEHICLES FOR TOWN OF AVON CERTIFICATE OF INSURANCE 1983 Orion, #2B1119771D5526827 1984 Orion, #2B111977XE6001058 1983 E1 Dorado, #lFDKE30L4DHA3894O 1983 E1 Dorado, #1FDKE3OL9DHA40585 1983 El Dorado, #1FDKE3OL9DHA40589 Value: $ 116,000. Value: $ 116,000. Value: $ 30,000. Value: $ 30,000. Value: $ 30,000 Policy Numbers: Auto # 34 UEN NJ6257 Liability # LUS0081SEA -9A Excess Liability # 522 052430 & LUSX347 Policy Term: April 30, 1985 to April 30, 1986 PETER COSGRIFF JOHN W. DUNN ARTHUR A. ABPLANALP, JR. TIMOTHY H. BERRY ALLEN C. CHRISTENSEN LAW OFFICES COSGRIFF, DUNN & ABPLANALP A PARTNERSHIP OF PROFESSIONAL CORPORATIONS P. O. BOX 340 VAIL,COLORADO 81658 (303) 476 -7552 September 25, 1985 George K. Baum & Company 621 Seventeenth Street Suite 2800 Denver, Colorado 80293 Gentlemen: COSGRIFF, DUNN & BERRY P.O. BOX I I LEADVILLE, COLORADO 80461 (3031 486-1885 Re: Equipment Lease - Purchase Agreement Dated September 15, 1985 I have acted as Counsel to the Town of Avon (the "Lessee ") with respect to that certain Equipment Lease - Purchase Agreement (the "Lease ") dated September 15, 1985, by and between George K. Baum & Company and the Lessee. I have reviewed the Lease and such other documents, records and certificates of Lessee and appropriate public officials as I have deemed relevant and am of the opinion that: 1. The Lessee is a political subdivision or agency of the State of Colorado; 2. The execution, delivery and performance by the Lessee of the Lease have been duly authorized by all necessary action on the part of the Lessee; and 3. The Lease constitutes a legal, valid and binding obligation of the Lessee enforceable in accordance with its terms. Yours very truly, John W. Dunn JWD :ggt cc: Town of Avon PROFESSIONAL CORPORATIONS ARE PETER COSGRIFF, P. C.AND TIMOTHY H. BERRY. P.C.IN LEADVILLE, DUNN & ABPLANALP, P. C. IN VAIL. Adab O m a M m Z 10 O Gl O C� O C0 D j W N m -G I C Z v 1 I .m 0 M D I I 0= m o o . 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This warranty does not cover wearing parts such as Vee belts, brake linings et(_., anu will also not apply to parts altered or repaired due to accident damage unless properly retreated and approved by us in writing. The warranty remains subject to the usual restrictions concerning normal usage and proper maintenance of the vehicle and requires the return of defective parts for our inspection if deemed necessary by us. MAKE: ORION MODEL: 01. 502 SERIAL NO.: 2B1119771F6001242 TRANSMISSION SERIAL NO.: 2510094233 ENGINE SERIAL NO.: 6VF132059 DATE:SEPTEMBER 13, 1985. BUS INDUSTRIES OF AMERICA INC. Base Road R.D. 1, Oriskany, New York 13424 Telephone (315) 768 -8101, Telex 646981 _ ~ m td < O L I--` O m O N x m D H to m y in y m V o F" z bd T t�J O -- H j 0 Z W i N 0 z 0 ON rA F- 1 00 Cn F'- O Lo M /� v co W R A M O m O m Cn W z Ln 0 N - pp O v N a o z W m N 00 G) z 0 O x Optional equipment warranty has to be confirmed for each bus configuration. This warranty does not cover wearing parts such as Vee belts, brake linings et(_., anu will also not apply to parts altered or repaired due to accident damage unless properly retreated and approved by us in writing. The warranty remains subject to the usual restrictions concerning normal usage and proper maintenance of the vehicle and requires the return of defective parts for our inspection if deemed necessary by us. MAKE: ORION MODEL: 01. 502 SERIAL NO.: 2B1119771F6001242 TRANSMISSION SERIAL NO.: 2510094233 ENGINE SERIAL NO.: 6VF132059 DATE:SEPTEMBER 13, 1985. BUS INDUSTRIES OF AMERICA INC. Base Road R.D. 1, Oriskany, New York 13424 Telephone (315) 768 -8101, Telex 646981 rm w DISTRIBUTOR- DEALER ` ASSIGNMENT NUMBER 3 DISTRIBUTORS DEALER ASSIGNMENT NUMBER 2 DISTRIBUTOR- DEALER _ ASSIGNMENT NUMBER 1 OZ D m m O OL10 O mY D OZ D m m m �mz o O CD O mmm Om m n m �mz O CD O n o mx K o'-? m m,, O o'� y mmm m N nm jp D y mx o a m NO a mm O o•Z D a-v'im o N m ➢ oz �^ m mo D m o xclo O o -3 m m1m o m m =m < m r O Z E,o r Dmm zm: ti .1, m C � m r NO - D Dmm z f o r m (n DO r to 11 c d y �r f^J F No C o� D mm Z£ D m r w DO D D O T �m 31 m '< O m m y Zm-' m 13 O m m y 'O Zmm O O< RNIm C 0 (mj �Zy N m 0�m m �Z< In m N p�m m In m m m m r m =0 Z m m m m r D20 Z m r1 ^m C: mm m Z m -i zpm m m < N mm _ Z D m 0 y zom as O - mD m, Z mmo Z D 1 zom mow^- p y 0 mm m O m m O 1Dy �x-m�Z, m i m K m p yYm. �� myZ, n m m< - = m Z m�rm-Z, m -< O -+ x m �£ m O m O yym c o m f 0 -ism m c O n m f m mNp m D mm a °mK o Om< m OD< m nm m= x m m r mm a nm m x x m m > mm a nm m ym bd °m _ > O^ C) m00 Z = �m O mZpO Z m oD �m O <C O G1 m IDr �m y n m m o c -Di C � m s y =-Dim o x c v -i ^^ C m f m 2 0 m z O m o O m =� r3o y' mm -' y m z m m o O m- o -on -mmm --� m m n O m p yo �9 z© y i N O O r Z' m -Dmi -{ Z fziml z o r01a Imllxlm Z c 3 D Z 1zi M mo °- m D ^m mm s m T mm C r F4 r, y Om 3,am m F4 m N o y Oa 3m m oD a nm-i y a om 3d 0➢ m Za Zm vx-, n_wmr domm. omD m_ p m0 0 = m m O °ma p �~ = m O z "mmm ma O m=, m°� o Q O m m omo� z m� mz mfP i m, x O moo` -°mm ? omo� z mmm- 0 <z w`O i aD m x a° ZZ ''3 ^3 m <z mw ; aD w < z < Q�n m d y Kp` O m K pan m d m <Z 'o (7 r m O,O 4Zi m m <Z (7 T Od-<Z O T. G a Sm mr O m O m p'd-C Z p T m m m Z a m mm m o m�C T p d`G Z P m m ym n m xm m p m 3- o m m umi m m 3_ o o w < m o m xc vmi a m .: F `m 3 D w < m O S mm Q m ?d c < x.. y �c z m -3' m m < m D C Z m m m K Q' c FD mn� Zw m mm m0 0 w2o m0 m mm O m mnDO mw C31 m0 m _o Z Q w m is o m N m zz Z o 0 z m o m D 1) Z o o Z o o z m m m C j o O z Z Z cy m = y n� _ vIm 10 = tnZ mrl y m .�J H ^< o v Nm w O o. Z 1� ✓V Z y co) Nm -c1 bd m m T Z NN C G) y °5x iD y t0 d m m Z C L7 . ,O ,� my �� D `m< m nm G C, ,� on Z C) N -' m C1 m °i ,on D n� ° N y Y m Qw _ C m O m G 2 Oj Om D m m �o nw m ❑� T OD O m N N S fV nm 0- m m -Ir OD O m p- m N N �m m OD m O O W Nn m y� S �o O n_ A m Z N y� m O 4m m- O w 0 Z Nn m y� -1 °• n V' zD m y _ _O m y S m m x 2 to d^ y °� to O-� t0 O' N- G7 m y w O T -1 y S S 11 2 2 U7 •Oj w' m fn n- fO O = -I T --'1 m m x y x zml Fmv - o y Oomo O, m n n r0 n m ZZ 3z a <mm0 O-Di zvlh�`, 3Z F <mm mD Im '-w. -. 3� m i m m=' a Sm T 3 in C m m o. 2 y 0 3y m Fm a T wn I =3 O om m pm O < m 3. z G= n O m m m 3, = Om y �. v� L 1 m m ? , m 3. S T 0 Om Z me m C')m nm m o D m m m� (im m mmm• _Q. Lz�I<n m m mn m SI Cm � n mN O Z O m w am m aN ~ O Ill h• _ /�- �• mp nm Om So c9M y p yZ m yz mm l`, yZ o Z� n Q i eovil sl' VEHICLE WARRANTY BUS INDUSTRIES OF AMERICA INC. guarantees to the original owner that it will repair any defects in material or workmanship within the first 12 months of operation of a new ORION bus. Exceptions to this 12 month warranty are the following extended or reduced warranty period items: 6V53 Engine - The attached Detroit Diesel Allison Warranty of 24 months or 100,000 miles, pro- rated, is applicable. 6V71 and 6V92 Engine - The attached Detroit Diesel Allison Warranty of 30 months or 200,000 miles, pro- rated, is applicable. MT643, MT644 and HT747 Transmissions - The attached Detroit Diesel Allison Warranty of 24 months or 100,000 miles, pro- rated, is applicable. Body - Structural components are warranted for 3 years. The suppliers of some propriety items included in the ORION bus have extended warranties and B.I.A. Inc. will ensure that original owners of the ORION bus will have these warranties extended to them. Certain items have a special and reduced warranty period such as: Tires, Batteries, Small Electrical Components, Light Bulbs etc. Optional equipment warranty has to be confirmed for each bus configuration. This warranty does not cover wearing parts such as Vee belts, brake linings eta_., anti will also not apply to parts altered or repaired due to accident damage unless properly retreated and approved by us in writing. The warranty remains subject to the usual restrictions concerning normal usage and proper maintenance of the vehicle and requires the return of defective parts for our inspection if deemed necessary by us. MAKE: ORION MODEL: 01.502 SERIAL NO.: 2B1119771F600 TRANSMISSION SERIAL NO.: 2510094233 ENGINE SERIAL NO.: 6VF132059 DATE: SEPTEMBER 13, 1985. BUS INDUSTRIES OF AMERICA INC. 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Z; Z: Z: 0: lo! r-j! 21-J, 1 0: 0% -%1! c.; C,: I Xi 01 i•' vi j: I f>; f CA: I tvii C-711 I I 1 0: ---------------------------------- Zi r.j! -T 1 ox o1 : is Z: r 7: w Doi NN tV 0! I r::!:: cr, i Ol : 0: 0: rA: r- r.j: az (.4: r.j: J-�.: oc.i r-111, 4011 >1 CAI I Z: ---------------------------------- Z Z:: Z 3>i Q C-1: Ci C 1 9 1 I Mj 7j! 01 0: 1 M! a: 0 Z Z:g Z-1 z 1 -i: :. -,i --il 5. I z mi 1-1 I :Do;: rjl:: (,f):: e--m:: i=.: 7: 7: x: Z: en: X: T: X, M X: i fTt r;,: c): :N 3�1 I! -i:: -i: �- i zi zi Z! Z! f -ell M! U)i ml 1 MI: 1 1 i f i M:: xi c t-z 0 z X 0 M z Tyro Ai X;, z 10 I — 0 C.: Z—! 00 sr ski 1 4-11, tv, AUTOREAD z 1, x xn .rj Itl eD - - ------------ i I z Z)IZI=. 00 7-.:: 71 771 7. 01 -O:t 1 1 P', D C.'s Jfn 1 0.1 On 1 Of 0 01 1 7j x 1-9 z i -1A. T: T. I M: OD! -A Ulli O'l 01 7r. --i 1-11 z fnt, I&I i "00. 0 4--: o - - - - ---- _._.....-- _-._...# 1 0 z 1 E # # 1 i ru) X! :71 1 71 7 N George K. Baum & Company MEMBER OF NEW YORK STOCK EXCHANGE, INC. MIDWEST STOCK EXCHANGE September 13, 1985 Town of Avon P.O. Box 975 Avon, Colorado 80620 Gentlemen: In connection with the for the Town of Avon, the following for your Date of Lease Lease Amount Lease Term Lease Payment Payable quarterly Lease Rate INVESTMENT BANKERS SUITE 2800 621 SEVENTEENTH STREET DENVER, COLORADO 80293 TELEPHONE (303) 292 -2332 lease purchase financing of an Orion Bus Colorado at a cost of $116,000 we submit consideration and acceptance: 10/1/85 $116,000.00 Five (5) years in advance (20 quarters) $7,171.43 8.45% (calculated in arrears) Option to Purchase at the end of each fiscal year for an amount as shown in the lease documentation. The terms and conditions of the lease documentation are subject to mutual agreement be- tween the town of Avon and the Lessor. This proposal is subject to the approving opinion of nationally recognized municipal bond counsel as to the legality of the transaction and as to the interest portion of the lease payments being exempt from all present federal and Colorado state income tax. Further it is subject to the approval of the Lessor of the financial condition of the Town of Avon. Respectfully submitted, GEORGE K. BAUM & COMPANY JACK E. ORMSBEE Public Finance Department The above proposal is hereby accepted for and on behalf of the Town of Avon, Colorado by proper authorization on its council this day of , 1985. .2� William Ja e Town Manager Date of Lease 9/15/85 Lease No. 0015 EQUIPMENT LEASE - PURCHASE AGREEMENT Lessor: GEORGE R. BAUM & COMPANY Address: Suite 2800, 621 Seventeenth Street, Denver, Colorado 80293 Lessee: TOWN OF AVON, COLORADO Address: P.O. BOX 975, AVON, COLORADO 81620 Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, the items of Equipment (the "Equipment ") described in Exhibit A attached to this Equipment Lease - Purchase Agreement (the "Lease ") , upon the following terms and conditions: 1. DELIVERY AND ACCEPTANCE. Lessee, or if Lessee so requests, Lessor, will cause the Equipment to be delivered to Lessee at the location specified in Exhibit A (the "Equipment Location "). Lessee will pay all transportation and other costs, if any, incurred in connection with the delivery of the Equipment. Lessee will accept the Equipment as soon as it has been delivered and is operational, or in the event that the manufacturer or vendor allows a pre - acceptance test period, as soon as the test period has expired. Lessee will evidence its acceptance of the Equipment by executing and delivering to Lessor an Acceptance Certificate (herein so called) in the form provided by Lessor. 2. TERM. This Lease will become effective hereof by Lessor. The term of this Lease will the Equipment is accepted pursuant to Section 1 earlier terminated as expressly provided for in continue until the Expiration Date set forth in hereto (hereinafter the "Lease Term "). upon the execution commence on the date above and, unless this Lease, will Exhibit B attached 3. RENT. Lessee agrees to pay to Lessor or its assignee the Lease Payments (herein so called) , including the interest portion, equal to the amounts specified in Exhibit B. The Lease Payments will be payable without notice or demand at the office of the Lessor (or such other place as Lessor or its assignee may from time to time designate in writing), and will commence on the first Lease Payment dates as set forth in Exhibit B and thereafter on the dates set forth in Exhibit B. Any payments received later than ten (10) days from the due date will bear interest at the highest lawful rate for the due date. Except as specifically provided in Section 4 hereof, the Lease Payments will be absolute and unconditional in all events and will not be subject to any set -off, defense, counterclaim, or recoupment for any reason whatsoever. Lessee reasonably believes that funds can be obtained sufficient to make all Lease Payments during the Lease Term and hereby covenants that it will do all things lawfully within its power to obtain, maintain and properly request and pursue funds from which t-he Lease Payments may be made, including making provisions for such payments to the extent necessary in each budget submitted for the purpose of obtaining funding, using its bona fide best efforts to have such portion of the budget approved and exhausting all available administrative reviews and appeals in the event such portion of the budget is not approved. It is Lessee's intent to make Lease Payments for the full Lease Term if funds are legally available therefor and in that regard Lessee represents that the use of the Equipment is essential to its proper, efficient and economic operation. a. NONAPPROPRIATION OF FUNDS. In the event no funds or insufficient funds are appropriated and budgeted or are otherwise available by any means whatsoever in any fiscal period for Lease Payments due under this Lease, then the Lessee will immediately notify the Lessor or its assignee of such occurrence and this Lease hall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Lessee of any kind whatsoever, except as to the portions of Lease Payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. In the event of such termination, Lessee agrees to peaceably surrender possession of the Equipment to Lessor or its assignee on the date of such termination, packed for shipment in accordance with manufacturer specifications and freight prepaid and insured to any location in the continental United States designated by Lessor. Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. Notwithstanding the foregoing, Lessee agrees (i) that it will not cancel this Lease under the provisions of this Section if any funds are appropriated to it, or by it, for the acquisition, retention or operation of the Equipment or other equipment performing functions similar to the Equipment for the fiscal. period in which such termination occurs or the next succeeding fiscal period thereafter, and (ii) that it will not during the Lease Term give priority in the application of funds to any other functionally similar equipment. This paragraph will not be construed so as to permit Lessee to terminate this Lease in order to acquire any other equipment or to allocate funds directly or indirectly to perform essentially the same application for which the Equipment is intended. 5. LIMITATION ON WARRANTIES. Lessee acknowledges and agrees that the Equipment is of a size, design, and capacity selected by Lessee, that Lessor is neither a manufacturer nor a vendor of such equipment, and that LESSOR HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, CONDITION, QUALITY, DURABILITY, DESIGN, OPERATION, FITNESS FOR USE, OR SUITABILITY OF THE EQUIPMENT IN ANY RESPECT WHATSOEVER OR IN CONNECTION WITH OR FOR THE PURPOSES AND USES OF LESSEE, OR ANY OTHER REPRESENTATION, WARRANTY, OR COVENANT OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT THEREON, AND LESSOR SHALL NOT BE OBLIGATED OR LIABLE FOR ACTUAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF OR TO LESSEE OR ANY OTHER PERSON OR ENTITY ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE. EQUIPMENT AND THE MAINTENANCE THEREOF. Lessor hereby assigns to Lessee during the Lease Term, so long as no Event of Default has occurred hereunder and is continuing, all manufacturer's warranties, if any, expressed or implied with respect to the Equipment, and Lessor authorizes Lessee to obtain the customary services furnished in connection with such warranties at Lessee's expense. 6. AUTHORITY AND AUTHORIZATION. Lessee represents, covenants and warrants, and as requested by Lessor, will deliver an opinion of counsel to the effect that: (i) Lessee is a fully constituted political subdivision or agency of the State of the Equipment Location; (ii) the execution, delivery and performance by the Lessee of this Lease have been duly authorized by all necessary action on the part of the Lessee; and (iii) this Lease constitutes a legal, valid and binding obligation of the Lessee enforceable in accordance with its terms. Lessee agrees that (i) it will do or cause to be done all things necessary to preserve and keep the Lease in full force and effect, (ii) it has complied with all bidding requirements where necessary and by due notification presented this Lease for approval and adoption as a valid obligation on its part, and (iii) it has sufficient appropriations or other funds available to pay all amounts due hereunder for the current fiscal period. 7. TITLE. Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will vest in Lessee; provided, however, that M in the event of termination of this Lease by Lessee pursuant to Section 4 hereof; (ii) upon the occurrence of an Event of Default hereunder, and as long as such Event of Default is continuing; or (iii) in the event that the purchase option has not been exercised prior to the Expiration Date, title will immediately vest in Lessor or its assignee. 8. SECURITY INTEREST. In order to secure all of its obligations hereunder, Lessee hereby (i) grants to Lessor a first and prior security interest in any and all right, title and interest of Lessee in the Equipment and in all additions, attachments, accessions, and substitutions thereto, and on any proceeds therefrom, (ii) agrees that this Lease may be filed as a financing statement evidencing such security interest, and (iii) agrees to execute and deliver all financing statements, certificates of title and other instruments necessary or appropriate to evidence such security interest. 9. PERSONAL PROPERTY. The Equipment is and will remain personal property and will not be deemed to be affixed to or a part of the real estate on which it may be situated, notwithstanding that the Equipment or any part hereof may be or hereafter become in any manner physically affixed or attached to real estate or any building thereon. If requested by Lessor, Lessee will, at Lessee's expense, furnish a landlord or mortgagee waiver with respect to the Equipment. 10. USE; REPAIR. Lessee will use the Equipment in a careful manner-for the use contemplated by the manufacturer for the Equipment and shall comply with all laws, ordinance, insurance policies and regulations relating to, and will pay all costs, claims, damages, fees and charges arising out of its possession, use or maintenance. Lessee, at its expense, will keep the Equipment in good repair and furnish all parts, mechanisms and devices required therefor. If the Equipment is such as is customarily covered by a maintenance agreement, Lessee will furnish Lessor with a maintenance agreement with a party satisfactory to Lessor. 11. ALTERATIONS. Lessee will not make any alterations, additions or improvements to the Equipment without Lessor's prior written consent unless such alterations, additions or improvements may be readily removed without damage to the Equipment. 12. LOCATION; INSEPECTION. The Equipment will not be removed from, or if the Equipment consists of rolling stock, its permanent base will not be changed from, the Equipment Location without Lessor's prior written consent which will not be unreasonably withheld. Lessor will be entitled to enter upon the Equipment Location or elsewhere during reasonable business hours to inspect the Equipment or observe its use and operation. 13. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of all levies, liens, and encumbrances except those created under this Agreement. Lessee shall pay, when due, all charges and taxes (local, state and federal) which may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of the Equipment, excluding however, all taxes on or measured by Lessor's income. If Lessee fails to pay said charges, and taxes when due, Lessor shall have the right, but shall not be obligated, to pay said charges and taxes. If Lessor pays any charges or taxes for which Lessee is responsible or liable under this Agreement, Lessee shall reimburse Lessor therefor. 14.' RISK OF LOSS; DAMAGE; DESTRUCTION. Lessee assumes all risk Of loss of or damage to the Equipment from any cause whatsoever, and no such loss of or damage to the Equipment nor defect therein nor unfitness or obsolescence thereof-shall relive Lessee of the obligation to make Lease Payments or to perform any other obligation under-this Lease. In the event of damage to any item of Equipment, Lessee will immediately place the same in good repaid with the proceeds of any insurance recovery applied to the cost of such repair. If Lessor determines that any items of Equipment is lost, stolen, destroyed or damaged beyond repair, Lessee at the option of Lessor will: either (a) replace the same with like equipment in good repair; or (b) on the next Lease Payment date, pay Lessor: (i) all amounts then owed by Lessee to Lessor under this Lease, including the Lease Payment due on.such date; and (ii) an amount equal to the applicable Concluding Payment set forth in Exhibit B. In the event that Lessee is obligated to make such payment with respect to less than all the Equipment, Lessor will provide Lessee with the pro rata amount of the Lease Payment and- the Concluding Payment to be made by Lessee with respect to the Equipment which has suffered the event of loss. 15. INSURANCE. Lessee, will, at its expense, maintain at all times during the Lease Term, fire and extended coverage, public liability and property damage insurance with respect to the Equipment in such amounts, covering such risks, and with such insurers as shall be satisfactory to Lessor, or, with Lessor's prior written consent, may self- insure against any or all such risks. In no event will the insurance limits be less than the amount of the then applicable Concluding Payment with respect to such Equipment. Each insurance policy will name Lessee as an insured and Lessor or its assigns as an additional- insured and loss payee, and will contain a clause requiring the insurer to give Lessor at least thirty (30) days prior written notice of any alteration in the terms of such policy or the cancellation thereof. The proceeds of any such policies will be payable to Lessee and Lessor or its assigns as their interest may appear. Upon acceptance of the Equipment and upon each insurance renewal date, Lessee will deliver to Lessor a certificate evidencing such insurance. In the event that Lessee has been permitted to self- insure, Lessee will furnish Lessor with a letter or certificate to such effect. In the event of any loss, damage, injury or accident involving the Equipment, Lessee will promptly provide Lessor with written notice thereof and make available to Lessor all information and documentation relating thereto. 16. INDEMNIFICATION. Lessee shall indemnify Lessor against, and hold Lessor harmless from, any and all claims, actions, proceedings, expenses, damages or liabilities, including attorney's fees and court costs, arising in connection with the Equipment, including, but not limited to, its selection, purchase, delivery, possession, use, operation, rejection or return and the recovery of claims, under insurance policies thereon. 17. PURCHASE OPTION. Upon thirty (30) days prior written notice from Lessee to Lessor, and provided that there is not Event of Default, or an event which with notice or lapse of time, or both, could become an Event of Default, then existing, Lessee will have the right to purchase the Equipment on the Lease Payment dates set forth in Exhibit B by paying to Lessor, on such date, the Lease Payment then due together with the Concluding Payment amount set forth opposite such date. Upon satisfaction by Lessee of such purchase conditions, Lessor will transfer any and all of its right, title and interest in the Equipment to Lessee as is, without warranty, express or implied, except that Lessor will warrant to Lessee that the Equipment is free and clear of any liens created by Lessor. 18. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not either (i) assign, transfer, pledge, hypothecate, grant any security interest. in or otherwise dispose of this Lease or the Equipment or any interest in this Lease or the Equipment, or (ii) sublet or lend the Equipment or permit it -to be used by anyone other than Lessee or Lessee's employees. Lessor may assign its rights, title and interest in and to this Lease, the Equipment and any other documents executed with respect to this Lease and /or grant or assign a security interest in this Lease and the Equipment, in whole or in part. Any such assignees shall have all of the rights of Lessor under this Lease. No assignment or reassignment 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 is such assignment is made to a bank or trust company as paying or escrow agent for holders of certificates of a 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. Subject to the foregoing, this Lease inures to the benefit of and is binding upon the heirs, executors, administrators, successors and assignees of the parties hereto. No f urtber action will be required by Lessor or by Lessee to evidence the assignment, but Lessee will acknowledge such assignments in writing if so requested. 19. EVENTS OR DEFAULT. The term "Event of Default ", as used herein, means the occurrence of any one or more of the following events: (a) Lessee fails to make any Lease Payment (or any other payment) as it becomes due in accordance with the terms of this Lease, and any such failure continues for ten (10) days after the due date thereof; (b) Lessee fails to perform or observe any other covenant, condition, or agreement to be performed or observed by it hereunder and such failure is not cured within twenty (20) days after written notice thereof by Lessor; or (c) The discovery by Lessor that any statement, representation, or warranty made by Lessee in this Lease or in any writing ever delivered by Lessee pursuant hereto or in connection herewith is false, misleading, or erroneous in any material respect. 20. REMEDIES. Upon the occurrence of an Event of Default, and as long as such Event of Default is continuing, Lessor may, at its _ option, exercise any one or more of the following remedies: (a) By written notice to Lessee, declare an amount equal to all amounts then due under this Lease and all remaining Lease Payments due during the Lease Term to be immediately due and payable, whereupon the same shall become immediately due and payable; (b) By written notice to the Lessee, request Lessee to (and Lessee agrees that it will), at Lessee's expense, promptly return the Equipment to Lessor in the manner set forth in Section 4 hereof, or Lessor, at its option, may enter upon the premises where the Equipment is located and take immediate possession of and remove the same; �' (c) Sell or lease the Equipment or sublease it for the account of Lessee, -holding Lessee liable for all Lease Payments and other payments due to the effective date of such selling, leasing or subleasing and for the difference between the purchase price, rental and other amounts paid by the purchase, lessee or sublessee pursuant to such sale, lease or sublease and the amounts payable by Lessee hereunder; and (d) Exercise any other right, remedy or privilege which may be available to it under applicable laws of the state of the Equipment Location or any other applicable law or proceed by appropriate court action to enforce the terms of this Lease or to recover damages for the breach of this Lease or to rescind this Lease as to any or all of the Equipment.. In addition, Lessee will remain liable for all covenants and indemnities under this Lease and for all legal fees and other costs and expenses, including court costs, incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor. 21. NOTICES. All notices to be given under this Lease shall be made in writing and mailed by certified mail, return receipt requested, to the other party at its address set forth herein or at such address as the part may provide in writing from time to time. Any such notice shall be deemed to have been received five days subsequent to mailing. 22. SECTION HEADINGS. All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Lease. 23. GOVERNING LAW. This Lease shall be construed in accordance with, and governed by the laws of, the state of the Equipment Location. 24. DELIVERY OF RELATED DOCUMENTS. Lessee will execute or provide, as requested by Lessor, such other documents and information as are reasonably necessary with respect to the Transaction contemplated by this Lease. At the request of Lessor, Lessee will furnish Lessor annual financial statements of Lessee within forty -five days after the end of Lessee's fiscal year. 25. ENTIRE AGREEMENT; WAIVER. This Lease, together with the Acceptance Certificate and other attachments hereto, and other documents or instruments executed by Lessee and Lessor in connection herewith, constitute the entire agreement between the parties with respect to the lease of the Equipment, and this Lease shall not be modified, amended, altered, or changed except with the written consent of Lessee and Lessor. Any provision of this Lease found to be prohibited by laws shall be ineffective to the extent of such prohibition without invalidating the remainder of this Lease. The waiver by Lessor of any breach by Lessee of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach thereof.