1989 Vehicle LeasesA- CHRYSLER 0
[CROSS OUT ANY INAPPLICABLE PARAGRAPHS. INCLUDE PARAGRAPHS 1, 2 AND 3 TO DESIGNATE THE AGREEMENT AS A
"QUALIFIED TAX - EXEMPT OBLIGATION "; INCLUDE PARAGRAPHS 1, 4 AND 5 TO QUALIFY FOR ARBITRAGE REBATE EXCEP-
TION FOR SMALL GOVERNMENTAL UNITS]
TAX DESIGNATIONS AND COVENANTS
1. The covenants and designations hereinafter set forth are intended to be, and hereby are, incorporated into the Equipment Lease /Pur-
chase Agreement, dated (1 ) 5 / 9 19-a9-- (the "Agreement "), between Chrysler Capital Public Finance Corporation ( "Lessor ")
and Town of Avon ('Lessee "), and except as otherwise defined herein, all terms defined
in the Agreement shall have the same meaning herein as in the Agreement. The Commencement Date of the Agreement is or will be in the calendar
year 19_3-1 (the "Issuance Year ").
2. Lessee hereby designates the Agreement as a "qualified tax - exempt obligation" as defined in Section 265(b)(3)(B) of the Code. The ag-
gregate face amount of all tax - exempt obligations (excluding private activity bonds other than qualified 501(c)(3) bonds) issued or to be issued by
Lessee and all subordinate entities thereof during the Issuance Year is not reasonably expected to exceed $10,000,000.
3. Lessee hereby covenants that Lessee and all subordinate entities thereof will not issue in excess of $10,000,000 of qualified tax - exempt
obligations (including the Agreement but excluding private activity bonds other than qualified 501(c)(3) bonds) during the Issuance Year without
first obtaining an opinion of nationally recognized counsel in the area of tax - exempt municipal obligations acceptable to Lessor that the designa-
tion of the Agreement as a "qualified tax - exempt obligation" will not be adversely affected.
4. Lessee represents and warrants that it is a governmental unit under the laws of the State with general taxing powers; the Agreement is
not a private activity bond as defined in Section 141 of the Code; 95% or more of the net proceeds of the Agreement will be used for local govern-
mental activities of Lessee; and the aggregate face amount of all tax - exempt obligations (other than private activity bonds) issued or to be issued
by the Lessee and all subordinate entities thereof during the Issuance Year is not reasonably expected to exceed $5,000,000.
5. Lessee hereby covenants that Lessee and all subordinate entities thereof will not issue in excess of $5,000,000 of tax - exempt bonds (in-
cluding the Agreement but excluding private activity bonds) during the Issuance Year without first obtaining an opinion of nationally recogniz-
ed counsel in the area of tax- exempt municipal obligations acceptable to Lessor that the excludability of the interest on the Agreement from gross
income for federal tax purposes will not be adversely affected.
Dated: (1) 5/9/89
[SEAL]
A EST:
Pqtr
Ti le:
Tnwn n_f Avon
LESSEE
By
Title:
2 r
CERTIFICATE OF CLERK OR SECRETARY OF LESSEE
I, the undersigned, do hereby certify that (i) the foregoing Tax Designations and Covenants were adopted and approved by action of the
governing body of Lessee at a meeting duly called, regularly convened and attended throughout by the requisite majority of the members thereof,
(ii) the officer of Lessee who executed the foregoing Tax Designation and Covenants on behalf of Lessee and whose genuine signature appears
thereon is the duly qualified and acting officer of Lessee as stated beneath his or her signature, and (iii) said officer has been authorized to execute
the foregoing Tax Designations and Covenants on behalf of Lessee.
Dated: (1) 519189
ML-10 -787
PAYMENT SCHEDULE
FOR: BID ITEM #
** IN ARREARS **
LEASE PERIODIC STIPULATED
PAYMENT LEASE INTEREST PRINCIPAL PURCHASE
NUMBER PAYMENT PORTION PORTION PRICE
- - - - - -- ----- - - - - -- --- - - - - -- --- - - - - -- ------ - - - - --
1
$950.64
$213.31
$737.33
$29,377.15
2
$950.64
$208.09
$742.55
$28,634.60
3
$950.64
$202.83
$747.81
$27,886.79
4
$950.64
$197.53
$753.11
$27,133.68
5
$950.64
$192.20
$758.44
$26,375.24
6
$950.64
$186.82
$763.82
$25,611.42
7
$950.64
$181.41
$769.23
$24,842.19
8
$950.64
$175.97
$774.67
$24,067.52
9
$950.64
$170.48
$780.16
$23,287.36
10
$950.64
$164.95
$785.69
$22,501.67
11
$950.64
$159.39
$791.25
$21,710.42
12
$950.64
$153.78
$796.86
$20,913.56
13
$950.64
$148.14
$802.50
$20,111.06
14
$950.64
$142.45
$808.19
$19,302.87
15
$950.64
$136.73
$813.91
$18,488.96
16
$950.64
$130.96
$819.68
$17,669.28
17
$950.64
$125.16
$825.48
$16,843.80
18
$950.64
$119.31
$831.33
$16,012.47
19
$950.64
$113.42
$837.22
$15,175.25
20
$950.64
$107.49
$843.15
$14,332.10
21
$950.64
$101.52
$849.12
$13,482.98
22
$950.64
$95.50
$855.14
$12,627.84
23
$950.64
$89.45
$861.19
$11,766.65
24
$950.64
$83.35
$867.29
$10,899.36
25
$950.64
$77.20
$873.44
$10,025.92
26
$950.64
$71.02
$879.62
$9,146.30
27
$950.64
$64.79
$885.85
$8,260.45
28
$950.64
$58.51
$892.13
$7,368.32
29
$950.64
$52.19
$898.45
$6,469.87
30
$950.64
$45.83
$904.81
$5,565.06
31
$950.64
$39.42
$911.22
$4,653.84
32
$950.64
$32.96
$917.68
$3,736.16
33
$950.64
$26.46
$924.18
$2,811.98
34
$950.64
$19.92
$930.72
$1,881.26
35
$950.64
$13.33
$937.31
$943.95
36
$950.64
$6.69
$943.95
$1.00
This Amortization Schedule replaces
Exhibit A of the original Lease Purchase
Agreement reflecting payments of $886.83
and becomes a permanent part of the
� /Ae� /,e nt /I , P- . I
Liz Adams, Finance Office
�� CHRYSLER
,-, CAPITAL PUBLIC FINANCE CORP.
N
EQUIPMENT LEASE /PURCHASE AGREEMENT
NAME AND ADDRESS OF LESSOR
Chrysler Capital Public Finance Corporation
106 West 11th Street, Suite 1530
Kansas City, Missouri 64105
No.
NAME AND ADDRESS OF LESSEE
Town of Avon
P. 0. Box 975, 400 Benchmark Road
Avon, Colorado 81620
DESCRIPTION OF EQUIPMENT
Quantity Description Mode1N
1 1989 Jeep Cherokee Cherokee XJJL74 1J4FJ28LXKL589491
1 1989 Chevrolet 2500 Pickup CK20903 1GCGK24KOKE209650
Location of Equipment:
400 Benchmark, Avon, Colorado 81620
RENTAL PAYMENTS
Rental Payment Periods shall be [monthly] [ . Rental Payments shall be made in accordance with Section 4.01 and the Schedule of Rental Payments attached hereto
as Exhibit A. The maximum Lease Term of this Agreement is 3 years and 0 months.
TERMS AND
THE TERMS AND CONDITIONS OF THIS AGREEMENT SET FORTH ON PAGES TWO THROUGH
FOUR SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives as of the date written above.
(LESSOR) (LESSEE)
Chrysler Capital Public Finance Corporation
By
Title, Credit Manager
CERTIFICATE OF CLERK OR SECRETARY OF LESSEE
I, the undersigned, do hereby certify (i) that the officer of Lessee who executed the foregoing Agreement o .half of Le see end whose .nine si .Lure ppears thereon, is the duly
qualified and acting officer of Lessee as stated beneath his or her signature and has been authorized to execute the for going Agr ment on behalf L see, d (ii) at the budget year of Lessee is
from .Tam:ar)r l to I)ar•amhar 31
Dated: (1) May 9, 1989 B
y
Title: atricia DoyVCitV Cl
OPINION OF COUNSEL
(4) As legal counsel to Lessee, I have examined (a) the foregoing Agreement, which, among other things provides for the sale to and purchase by the Lessee of the Equipment, (b) an executed
counterpart of the ordinance or resolution of Lessee which, among other things, authorizes Lessee to execute the Agreement and (c) such other opinions, documents and matters of law as I have
deemed necessary in connection with the following opinions. Based on the foregoing, I am of the following opinions: h) Lessee is a public body corporate and politic, duly organized and existing
under the laws of the State, and has a substantial amount of one or more of the following sovereign powers: (a) the power to tax, (b) the power of eminent domain, and (c) police power, (2) Lessee has
the requisite power and authority to purchase the Equipment and to execute and deliver the Agreement and to perform its obligations under the Agreement; (3) the Agreement and the other
documents eitherattached thereto orrequired therein havebeen dulyauthorized, approved and executed by and on behalf of Lessee, and the Agreement is a valid and binding obligation of Lessee en-
forceable in accordance with its terms; (4) the authorization, approval and execution of the Agreement and all other proceedings of Lessee relating to the transactions contemplated thereby have
been performed in accordance with all open meeting laws, public bidding laws and all other applicable state and federal laws; and (5) there is no proceeding pending or threatened in any court or
before Any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Agreement or the security interest of
Lessor or its assigns, as the case may be, in the Equipment. All capitalized terms herein shall have the same meanings as in the foregoing Agreement. Lessor, its successors and assigns, including
without limitation any Registered Owners, and any counsel rendering an opinion on the tax - exempt status of the interest components of Rental Payments are entitled to rely on this opinion.
Printed Name: John Dunn
Address: PO Box_ 2299
Vail, CO 81658
Telephone No.: (3 03) 476-7552
Dated: May 9. 1989
Signature:
MIr1 -787
NO EVENT SHALL LESSOR BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF THIS
AGREEMENT OR THE EXISTENCE, FURNISHING, FUNCTIONING OR LESSEE'S USE OF ANY ITEM, PRODUCT OR SERVICE PROVIDED FOR IN THIS AGREEMENT.
Section 9.02. Vendor's Warranties. Lessor hereby irrevocably appoints Lessee its agent and attorney -in -fact during the Lease Term, so long as Lessee shall not be in default hereunder, to
assert from time to time whatever claims and rights (including without limitation warranties) related to the Equipment that Lessor may have against the Vendor. Lessees sole remedy for the
breach of such warranty, indemnification or representation shall be against the Vendor of the Equipment and not against Lessor. Any such matter shall not have any effect whatsoever on the
rights and obligations of Lessor with respect to this Agreement, including the right to receive full and timely payments hereunder. Lessee expressly acknowledges that Lessor makes, and has
made, no representations or warranties whatsoever as to the existence or the availability of such warranties by the Vendor of the Equipment.
ARTICLE X
Section 10.01. Purchase Option. Lessee shall have the option to purchase Lessors interest in the Equipment, upon giving written notice to Lessor at least 60 days before the date of purchase,
at the following times and upon the following terms:
le) On the last day of the Original Term or any Renewal Term then in effect, upon payment in full of the Rental Payments then due hereunder plus the then applicable Purchase Price plus
$1.00 to Lessor; or
(b) In the event of substantial damage to or destruction or condemnation of substantially all of the Equipment, on the day Lessee specifies as the purchase date in Lessee's notice to Lessor
of its exercise of the purchase option, upon payment in full of the Rental Payments then due hereunder plus the then applicable Purchase Price to Lessor.
ARTICLE XI
Section 11.01. Assignment by Lessor. Lessors right, title and interest in, to and under this Agreement and the Equipment may be assigned and reassigned in whole or in part to one or more
assignees or subassignees by Lessor and, to the extent of his interest, by any Registered Owner, without the necessity of obtaining the consent of Lessee; provided that (a) any assignment, other
than an assignment to or by a Registered Owner, shall not be effective until Lessee has received written notice, signed by the assignor, of the name, address and tax identification number of the
assignee, and (b) any assignment to or by a Registered Owner shall not be effective until it is registered on the registration books kept by the Agent as agent for Lessee. Lessee shall retain all such
notices as a register of all assignees (other than Registered Owners) and shall make all payments to the assignee or assignees designated in such register or, in the case of Registered Owners, to the
Agent. Lease Participation Certificates may be executed and delivered by the Agent to Registered Owners, if any. Lessee agrees to execute all documents, including notices of assignment and chat-
tel mortgages or financing statements that may he reasonably requested by Lessor or any assignee to protect its interests in the Equipment and in this Agreement. Lessee shall not have the right
to and shall not assert against any assignee or Registered Owner any claim, counterclaim or other right Lessee may have against Lessor.
Section 11.02. Assignment and Subleasing by Lessee. None of Lessee's right, title and interest in, to and under this Agreement and in the Equipment may be assigned or encumbered by
Lessee for any reason, except that Lessee may sublease all or part of the Equipment if Lessee obtains the prior written consent of Lessor and an opinion of nationally recognized counsel in the area
of tax exempt municipal obligations satisfactory to Lessor that such subleasing will not adversely affect the exclusion of the interest components of the Rental Payments from gross income for
federal income tax purposes. Any such sublease of all or part of the Equipment shall be subject to this Agreement and the rights of the Lessor in, to and under this Agreement and the Equipment.
ARTICLE XII
Section 12.01. Events of Default Defined. Subject to the provisions of Section 3.03, any of the following events shall constitute an "Event of Default" under this Agreement:
(e) Failure by Lessee to pay any Rental Payment or other payment required to be paid hereunder at the time specified herein;
Ib) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in subparagraph (a) above, for a period
of 30 days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to
its expiration; provided that, 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;
(c) Any statement, representation or warranty made by Lessee in or pursuant to this Agreement or its execution, delivery or performance shall prove to have been false, incorrect,
misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or
admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under ap-
plicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any
insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a
substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 30
consecutive days.
Section 12.02. Remedies on Default. Whenever any Event of Default exists, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combina-
tion of the following remedial steps:
la)Bywrittennotice toUssee, Lessormay declareallRentalPaymentsand other amounts payable by Lessee hereunder to the end of the then current Original Term or Renewal Term to be due;
(b) With or without terminating this Agreement, Lessor may enter the premises where the Equipment is located and retake possession of the Equipment or require Lessee at Lessee a ex-
pense to promptly return any or all of the Equipment to the possession of Lessor at such place within the United States as Lessor shall specify, and sell or lease the Equipment or, for the ac-
count of Lessee, sublease the Equipment, continuing to hold Lessee liable for the difference between (i) the Rental Payments and other amounts payable by Lessee hereunder to the end of the
then current Original Term or Renewal Term, and (ii) the net proceeds of any such sale, leasing or subleasing (after deducting all expenses of Lessor in exercising its remedies under this
Agreement, including without limitation all expenses of taking possession, storing, reconditioning and selling or leasing the Equipment and all brokerage, auctioneers' and attorneys' fees);
and (c) Lessor may take whatever action at law or in equity may appear necessary or desirable to enforce its rights as the owner of the Equipment.
Section 12.03. 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 now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such
right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle Lessor to ex-
ercise any remedy reserved to it in this Article it shall not be necessary to give any notice other than such notice as may be required in this Article.
ARTICLE XL.
Section 13.01. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage
prepaid, to the parties hereto at the addresses on the front of this agreement (or at such other address as either party hereto shall designate in writing to the other for notices to such party), to any
assignee at its address as it appears on the registration books maintained by Lessee or the Agent.
Section 13.02. Release and Indemnification. To the extent permitted by law, Lessee shall indemnify, protect, hold harmless, save and keep harmless Lessor from and against any and all liability,
obligation, loss, claim, tax and damage whatsoever, regardless of cause thereof, and all expenses in connection therewith (including without limitation counsel fees and expenses and any federal in-
come tax and interest and penalties connected therewith imposed on interest received) arising out of or as the result of (a) the entering into of this Agreement, (b) the ownership of any item of the
Equipment, (c) the ordering, acquisition, use, operation, condition, purchase, delivery, rejection, storage or return of any item of the Equipment, (d) or any accident in connection with the operation,
use, condition, possession, storage or return of any item of the Equipment resulting in damage to property or injury to or death to any person, and/or (d) the breach of any covenant herein or any
material misrepresentation contained herein. The indemnification arising under this paragraph shall continue in full force and effect notwithstanding the full payment of all obligations under this
Agreement or the termination of the Lease Term for any reason.
Section 13.03. Entire Agreement. This Agreement constitutes the entire agreement between Lessor and Lessee.
Section 13.04. 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 13.05. 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 13.06. Amendments, Changes and Modifications. This Agreement may be amended by Lessor and Lessee; provided that no amendment that affects the rights of the Registered
Owners shall be effective unless it shall have been consented to by the Registered Owners of a majority, in principal amount, of the Lease Participation Certificates, if any, then outstanding.
Section 13.07. Execution in Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one
and the same instrument.
Section 13.08. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State.
Section 13.09. 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.
ML -4.787
ARTICLE IV
Section 4.01. Rental Payments. Lessee shall promptly pay Rental Payments, exclusively from legally available funds, in lawful money of the United States of America to Lessor on the Com-
mencement Date and on the first day of each Rental Payment Period thereafter, in such amounts as described on Exhibit A hereto. Lessee shall pay Lessor a charge on any Rental Payment not
paid on the date such payment is due at the rate of 18% per annum or the maximum amount permitted by law, whichever is less, from such date. A portion of each Rental Payment is paid as, and
represents payment of, interest, as set forth on Exhibit A hereto.
Section 4.02. Rental Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Rental 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 limitation or requirement concern-
ing the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the general tax revenues, funds or moneys of Lessee.
Section 4.03. RENTAL PAYMENTS TO BE UNCONDITIONAL. EXCEPT AS PROVIDED IN SECTION 3.03, THE OBLIGATIONS OF LESSEE TO MAKE RENTAL PAYMENTS
AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS CONTAINED HEREIN SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS
WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET -OFF OR DEFENSE, FOR ANY REASON, INCLUDING WITHOUT LIMITATION ANY FAILURE OF THE EQUIP-
MENT TO BE DELIVERED OR INSTALLED, ANY DEFECTS, MALFUNCTIONS, BREAKDOWNS OR INFIRMITIES IN THE EQUIPMENT OR ANY ACCIDENT, CONDEMNATION
OR_ UNFORESEEN CIRCUMSTANCES.
ARTICLE V
Section 5.01. Delivery, Installation and Acceptance of the Equipment. Lessee shall order the Equipment, cause the Equipment to be delivered and installed at the location specified on the
front of this Agreement and pay any and all delivery and installation costs in connection therewith. When the Equipment has been delivered and installed, Lessee shall immediately accept the
Equipment and evidence said acceptance by executing and delivering to Lessor an acceptance certificate acceptable to Lessor.
Section 5.02. Enjoyment of Equipment. Lessor shall provide Lessee with quiet use and enjoyment of the Equipment during the Lease Term, and Lessee shall peaceably and quietly have, hold
and enjoy the Equipment during the Lease Term, without suit, trouble or hindrance from Lessor, except as otherwise expressly set forth in this Agreement. No Registered Owner shall interfere
with such quiet use and enjoyment during the Lease Term so long as Lessee is not in default under this Agreement.
Section 5.03. Location; Inspection. Once installed, the Equipment will not be moved from the location specified on the front of this Agreement without Lessor's consent, which consent shall
not be unreasonably withheld. Lessor shall have the right at all reasonable times during regular business hours to enter into and upon the property of Lessee for the purpose of inspecting the
Equipment.
Section 5.04. Use and Maintenance of the Equipment. Lessee will not install, use, operate or maintain the Equipment 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 Equipment. In addition, Lessee agrees to
comply in all respect with all applicable laws, regulations and rulings of any legislative, executive, administrative or judicial body; provided that Lessee may contest in good faith the validity or ap-
plication of any such law, regulation or ruling in any reasonable manner that does not, in the opinion of Lessor, adversely affect the interest of Lessor in and to the Equipment or its interest or
rights under this Agreement.
Lessee agrees that it will, at Lessee's own cost and expense, maintain, preserve and keep the Equipment in good repair and working order. Lessor shall have no responsibility to maintain,
repair or make improvements or additions to the Equipment. Upon the request of Lessor, Lessee will enter into a maintenance contract for the Equipment with Vendor.
ARTICLE VI
Section 6.01. Title to the Equipment. Upon acceptance of the Equipment by Lessee, title to the Equipment shall vest in Lessee subject to Lessor's rights under this Agreement; provided that
title shall thereafter immediately and without any action by Lessee vest in Lessor, and Lessee shall immediately surrender possession of the Equipment to Lessor upon (a) any termination of this
Agreement other than termination pursuant to Section 10.01 or (b) the occurrence of an Event of Default. It is the intent of the parties hereto that any transfer of title to Lessor pursuant to this
Section shall occur automatically without the necessity of any bill of sale, certificate of title or other instrument of conveyance. Lessee shall, nevertheless, execute and deliver any such instruments
as Lessor may request to evidence such transfer.
Section 6.02. Security Interest. To secure the payment of all of Lessee's obligations under this Agreement, Lessee hereby grants to Lessor a security interest constituting a fast lien on the
Equipment and on all additions, attachments and accessions thereto, substitutions therefor and proceeds therefrom. Lessee agrees to execute such additional documents, in form satisfactory to
Lessor, which Lessor deems necessary or appropriate to establish and maintain its security interest and the security interest of any assignee of Lessor in the Equipment.
Section 6.03. Personal Property. The Equipment is and will remain personal property. The Equipment 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 thereof may be or hereafter become in any manner physically affixed or attached to such real estate or any building thereon. Upon the
request of Lessor, Lessee will, at Lessee's expense, furnish a waiver of any interest in the Equipment from any party having an interest in any such real estate or building.
ARTICLE VII
Section 7.01. Liens, Taxes, Other Governmental Charges and Utility Charges. Lessee shall keep the Equipment free of all levies, liens and encumbrances except those created by this
Agreement. The parties to this Agreement contemplate that the Equipment will be used for a governmental or proprietary purpose of Lessee and that the Equipment will therefore be exempt from
all property taxes. If the use, possession or acquisition of the Equipment is nevertheless determined to be subject to taxation, Lessee shall pay when due all taxes and governmental charges
lawfully assessed or levied against or with respect to the Equipment. Lessee shall pay all utility and other charges incurred in the use and maintenance of the Equipment. Lessee shall pay such
taxes or charges as the same may become due; provided that, with respect to any such taxes or charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to
pay only such installments as accrue during the Lease Term.
Section 7.02. Insurance. At its own expense, Lessee shall maintain (a) casualty insurance insuring the Equipment against loss or damage by fire and all other risks covered by the standard
extended coverage endorsement then in use in the State and any other risks reasonably required by Lessor in an amount at least equal to the then applicable Purchase Price of the Equipment, (b)
liability insurance that protects Lessor from liability in all events in form and amount satisfactory to Lessor, and (c) workers' compensation coverage as required by the laws of the State; provided
that, with Lessor's prior written consent, Lessee may self - insure against the risks described in clauses (a) and (b). All insurance proceeds from casualty losses shall be payable as hereinafter
provided. Lessee shall furnish to Lessor certificates evidencing such coverage throughout the Lease Term.
All such insurance shall be with insurers that are acceptable to Lessor, shall name Lessee and Lessor as insureds and shall contain a provision to the effect that such insurance shall not be
cancelled or modified materially without first giving written notice thereof to Lessor at least 10 days in advance of such cancellation or modification. All such casualty insurance shall contain a
provision making any losses payable to Lessee and Lessor as their respective interests may appear.
Section 7.03. Advances. In the event Lessee shall fail to either maintain the insurance required by this Agreement or keep the Equipment in good repair and working order, Lessor may, but
shall be under no obligation to, purchase the required insurance and pay the cost of the premiums thereof and maintain and repair the Equipment and pay the cost thereof. All amounts so advanced
by Lessor shall constitute additional rent for the then current Original Term or Renewal Term and Lessee covenants and agrees to pay such amounts so advanced by Lessor with interest thereon
from the due date until paid at the rate of 18% per annum or the maximum amount permitted by law, whichever is less.
ARTICLE VIII
Section 8.01. Damage, Destruction and Condemnation. If (a) the Equipment 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 Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation ac-
ting pursuant to governmental authority, Lessee and Lessor will cause the Net Proceeds of any insurance claim, condemnation award or sale under threat of condemnation to be applied to the
prompt replacement, repair, restoration, modification or improvement of the Equipment, unless Lessee shall have exercised its option to purchase the Equipment pursuant to Section 10.01. Any
balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee.
For purposes of this Article, the term "Net Proceeds" shell mean the amount remaining from the gross proceeds of any insurance claim, condemnation award or sale under threat of condem-
nation after deducting all expenses, including attorneys' fees, incurred in the collection thereof.
Section 8.02. Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or improvement referred to in Section 8.01,
Lessee shall either (a) complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds, or (b) purchase Lessor's
interest in the Equipment pursuant to Section 10.01. The amount of the Net Proceeds, if any, remaining after completing such repair, restoration, modification or improvement or after purchasing
Lessor's interest in the Equipment shall be retained by Lessee. If Lessee shall make any payments pursuant to this Section, Lessee shall not be entitled to any reimbursement therefor from Lessor
nor shall Lessee be entitled to any diminution of the amounts payable under Article IV.
ARTICLE IX
Section 9.01. DISCLAIMER OF WARRANTIES. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN,
CONDITION, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT, OR WARRANTY WITH RESPECT THERETO. IN
ML -3.787
Kj@ KOCH
INDUSTRIES INC
August 28, 1992 ' SF "P 3 1992
VIA CERTIFIED MAIL -- RETURN RECEIPT REQUESTED
:Tow,n . Al n Nottingham �- .��
/ ✓
f Avon
Box 975
tsU
on, CO 81620 (,
RE: Equipment Lease /Purchase Agreement Dated 2/8/89
Contract No. 1200060 -051
Dear Mr. Nottingham:
Enclosed are the following documents marked PAID IN FULL:
.Original Lease Agreement
Acceptance Certificate
We also included the following items:
Title to Vehicles (2) with Lien Released
Customer Master Information
We would like to thank you for your business and we look
forward to establishing new relationships with you in the
future. If you have any questions, please call my assistant
Veronica Henley at (316) 832 -5759.
Regards,
�4ju�-c
Rich Trease
Enclosures
P.O. Box 2256 . Wichita, Kansas 67201 . 316/832 -5500
V'Zibyby" CHRYSLER 0
CAPITAL PUBLIC FINANCE CORP.
E
ACCEPTANCE CERTIFICATE
Chrysler Capital Public Finance Corporation
106 West 11th Street, Suite 1530
Kansas Cit)z, Missouri 64105
Re: Equipment Lease /Purchase Agreement, dated as of - i 1 i May 9 ,19 $ 9 (the
"Agreement"), between Chrysler Capital Public Finance Corporation ( "Lessor ") and
Town of Avon ( "Lessee ")
Ladies and Gentlemen:
In accordance with the Agreement, the undersigned Lessee hereby certifies and represents to, and agrees with, Lessor as follows:
(1) All of the Equipment (as defined in the Agreement) has been delivered, installed and accepted on the date hereof.
(2) Lessee has conducted such inspection and /or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges
that it accepts the Equipment for all purposes.
(3) Lessee is currently maintaining the insurance coverage required by Section 7.02 of the Agreement.
(4) No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as defined in the
Agreement) exists at the date hereof.
Dated: I D l9
[SEAL]
..,n of
By
�F::�1�6i'r ■ ■ . u 11 aynr
ML -8 -787
B
SOURCE: TRANSFER FILE
T R A N S A C T I O N S U M
M A R Y
Date Printed: 05/23/89
M A S T E R D A T A
Time Printed: 11:11:04
CONTRACT NUMBER
106- 1200060 -051
CUSTOMER NAME /ADDRESS
INVOICE NAME /ADDRESS
DETAIL CONTRACT TYPE
8
AVON, TOWN OF
AVON, TOWN OF
OFFICE NUMBER
650
P.O. BOX 975
P.O. BOX 975
400 BENCHMARK ROAD
400 BENCHMARK ROAD
AVON, CO
81620-
AVON, CO
81620 -
NEW /REPEAT CODE
N
PRINCIPAL'S NAME
CONTACT NAME
TRANSACTION SOURCE
ALLAN NOTTINGHAM
LIZ ADAMS
SPECIAL HANDLING CODE
(303)949 -4280
(303)949 -4280
COMMITMENT DATE
02/08/89
COMMENCEMENT DATE
05/22/89
TOTAL ADVANCE PAYMENTS
$0.00
CAPITALIZED FEE AMT
$0.00
EXPIRATION DATE
06/01/92
SALES TAX ON ADVANCE PMT
$0.00
REFERRING BROKER #1
FIRST PAYMENT DATE
07/01/89
INTERIM INTEREST
$0.00
REFERRING BROKER #2
FINAL PAYMENT DATE
06/01/92
CONTRACT TERM IN MO
37
GROSS CONTRACT RECEIVABLE
$34,223.04
RESIDUAL VALUE
$0.00
MARKETING REP #1
26
GROSS EQUIP COST
$30,114.49
RESIDUAL %
0.00%
GROSS FINANCE INCOME
$4,108.55
RESIDUAL INC METHOD
OPPORTUNITIES UNLIMITED
NET FINANCE INCOME
54,108.55
YIELD %
8.50%
MARKETING REP #2
0
SET UP AMOUNT
$0.00
PROVISION FOR LOSS %
%
SHARING OFFICE
0
SET UP %
%
PROVISION FOR LOSS
$150.57
NET FIN INC METHOD
E
NUM OF ASSET GROUPS
1
APPROVING AUTHORITY
911
GROSS FIN INC METHOD
E
PURCHASE ORDER
SECURITY DEPOSIT
$0.00
BILLING CYCLE DAY
1
VARIABLE PMT CODE
N
LATE CHARGES EXEMPT
Y
ALTERNATE DUE DAY
0
CONTRACT PAYMENT
$950.64
LATE CHARGE %
0.00%
INVOICE DESCRIPTION
LATE CHARGE MINIMUM
$0.00
INVOICE CODE
I
INSURANCE DUE.
$0.00
LATE CHARGE MAXIMUM
$0.00
BILLING CYCLE
JFMAMJJASOND
MISCELLANEOUS DUE
$0.00
LATE CHARGE GRACE PER
0
NUMBER OF CYCLES EARLY
5
COLLATERAL CODE
0
INVOICE LINKING
0
COLLATERAL EXP DATE
MUNICIPAL TAX EXEMPT
Y
AUTO RESIDUAL BILLING
N
LTR OF CREDIT CODE
0
AUTO EXP CONT BILLING
N
LTR OF CREDIT EXP DATE
PREPAY OPTION INDEX
N
PREPAY AGREEMENT %
%
CUSTOMERS FISCAL YEAR END
121989
SIC CODE
8999
PURCHASE OPTION INDEX
0
PURCHASE OPTION %
0.00%
COMMENTS
BOOK PROVISION OVER THREE MONTHS
FULLY FUNDED BY CHECK
B
CONTRACT NUMBER
CUSTOMER
AVON, TOWN OF
EQUIPMENT COST
NEW OR USED CODE
HIGH TECH EQUIP CODE
FEDERAL METHOD /SAFE HARBOR
STATE USE TAX CODE
STATE USE TAX %
FED DEPR COST BASIS
FED DEPR BEGIN DATE
FED LIFE IN MONTHS
PROPERTY TAX FILING CODE
UCC EXPIRE DATE 1
UCC EXPIRE DATE 2
UCC EXPIRE DATE 3
OP LEASE BASIS
OP LEASE METHOD
OP LEASE SALVAGE VALUE
A S S E T D A T A Date Printed: 05/23/89
Time Printed: 11:11:21
106 - 1200060 -051 ASSET 1 ASSET COPY CODE 1
OFFICE 650
$30,114.49 EQUIPMENT DESCRIPTION
N TWO TRUCKS - JEEP AND PICK UP
N EQUIPMENT LOCATION
400 BENCHMARK
AVON_ CO
40 EQUIPMENT CODE 52
0.000% NUMERIC LOCATION CODE 050010030
$0.00 ADR CLASS
000000 ADR LIFE IN MONTHS 0
000
35 RESIDUAL VALUE $0.00
PROP DAMAGE INS EXP DATE 01/01/90
LIABILITY INS EXP DATE 01/01/90
TITLE INS EXP DATE 07/01/92
OPERATING LEASES
$0.00 OP LEASE BEGIN DATE
0 OP LEASE LIFE IN MONTHS 0
$0.00
B
V E N D O R P A Y M E N T D A T A
CONTRACT NUMBER 106 - 1200060 -051
PAY DATE PAYEE /VENDOR NAME AMOUNT
05/22/89 BURT CHEVROLET $13,614.38
05/22/89 EMICH JEEP EAGLE $16,500.11
Date Printed: 05/23/89
Time Printed: 11:11:31
VOUCHER $
65001073
65001072
DATE: 05/23/1989 C O N T R A C T V A L I D A T I O N R E P O R T TIME: 11:09:49
PAGE: 1
CONTRACT NUMBER: 106 - 1200060 -051
CUSTOMER NAME: AVON, TOWN OF
** CONTRACT PASSED VALIDATION TESTS **
--------- --- -- -- --------- --- --- --- - - -- --
FIELD NAME:
FIELD CONTENTS: ERROR:
NO ERRORS FOUND IN ALL CONTRACT FILES.
Chrysler Capital Public Finance Corporation
May 15, 1992
Ms. Liz Adams
Town of Avon
P.O. Box 975
Avon, CO 81620
To Whom it Concerns:
Re: Lease Purchase
Capital Public
( "Lessee ")
X
C CAPITAL R
MA Y 2 u i992
TOWN OF ,4 1,,0Nd
i
Agreement Dated May 9, 1989 between Chrysler
Finance Corp. ( "Lessor ") and Town of Avon
NOTICE OF ASSIGNMENT
Please be advised that Chrysler Capital Public Finance Corp.
("CCPFC") as lessor has sold and assigned all its right, title and
interest in and to the referenced lease, the equipment leased
thereunder, other instruments, if any, and the right to receive
rental payments thereunder to Koch Financial Corp. effective May
15, 1992. Koch Financial Corporation is a wholly -owned subsidiary
of Koch Industries, Inc..
All future correspondence, other than remittances, should be sent
to:
Koch Financial Corporation
c/o Koch Industries, Inc.
4111 East 37th Street North
Wichita, Kansas 67220
Telephone number (316) 832 -5759
Fax number (316) 832 -7963
Tax Identification Number 48- 1115169
The next invoice you receive on this lease should be from Koch
Financial Corporation. Please direct future remittances and
correspondence to:
Koch Financial Corporation
c/o Koch Industries, Inc.
P.O. Box 263, Department 268
Kansas City, Missouri 64193 -0268
106 West 11th Street
Suite 1530
Kansas City MO 64105
8164724400
Payments received by CCPFC on or after May 15 will be transferred
appropriately to Koch Financial Corporation's account. Therefore,
do not be concerned with payments in process or recently remitted -
they will be accounted for properly.
If you have any questions, please do not hesitate to contact Koch
Financial Corporation at the address provided above or feel free
to call Chrysler Capital Public Finance Corp., as a team of
employees will be available to assist you for an interim period.
Sincerely,
CHRYSLER CAPITAL PUBLIC
FINANCE CORP.
Sincerely,
KOCH FINANCIAL CORPORATION
By: Paul T. Haerle By: M.D. Wilds
Credit and Operations Manager Treasurer
Certified Mail Number P 916 431 441
CHRYSLER(
cARM FM FUM =F
EQUIPMENT LEASEIPURCHASE AGREEMENT
NAME AND ADDRESS OF LESSOR
Chrysler Capital Public Finance Corporation
106 West 11th Street, Suite 1530
Kansas City, Missouri 64105
No.
NAME AND ADDRESS OF LESSEE
Town of Avon
P. 0. Box 975, 400 Benchmark Rc
Avon, Colorado 81620
DESCRIPTION OF EQUIPMENT
Quantity Description Modell Serial/
1 1989 Jeep Cherokee Cherokee XJJL74 1J4FJ28LXKL589491
1 1989 Chevrolet 2500 Pickup CK20903 1GCGK24KOKE209650
Location of Equipment: -p- �j
400 Benchmark, Avon, Colorado 81620 ��(��� /� 7-71 J
i
RENTAL PAYME. 1
Rental Payment Periods shall be Imonthlyl RAMAQW&W Rental Payments -shall be made in accordance with Section 4.01 and the Schedule of Rental Ayments attached hereto
as Ezbibit A. The maximum Lew Term of this Agreement is 3 yaws and O months.
TERMS AND CONDITIONS
By
_ TItJe:
A
THE TERMS AND CONDITIONS OF THIS AGREEMENT SET FORTH ON PAGES TWO THROUGH
FOUR SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
IN WITNESS WHEREOF. Lessor and Ieaeee have caused this Agreement to be executed in their names by their duly authorized representative@ as of the date written above.
ILESSOR) ILESSEEI
CERTIFICATE OF CLERK OR SECRETARY OF LESSEE
I. the undersigned do hereby certify 10 that the officer of Lessee who executed the foregoing Agreement of and whose nine thereon. is the only
qualified and acting officer of Lessee as stated beneath his or bas signature and has been authorized to execute the f
0°
from anttarTr 1 w T)ar•amhar 31 �� lip the botigecyearof Lessee i@
.T
Dated: (1) May 9, 1989 —
15th: atricia ity Cl
OPINION OF COUNSEL
(4) As legal counsel to Lessee. I have examined lai the foregoing .Agreement, which, among other things provides for the sale to and purchase by the Lessee of the Equipment, 1b1 an executed
counterpart of the ordinance or resolution of Lessee which. among other things. authorizes Lessee to execute the Agreement and Icl such other opinions, documents and matte" of law as I have
deemed necessary in connection with the following opinions. Based on the foregoing, I am of the following opinions: I11 Lessee is a public body corporate end politic. duly organized and existing
mender the laws of the State. and has a substantial amount of one or mom of the following sovereign powers: I al the power to tax. I hl the power of eminent domain. and 1cl police power. (2) Lessee has
the requisite power and authority to purchase the Equipment and to execute and deliver the Agreement and to perform its obligatwns under the :agreement-, 131 the Agreement and the ocher
doenmemts - thersttaehed thereto orrequired therein havebeen dulyauthorized. approved and executed by and on behalf of Lessee. and the Agreement is a valid and binding obligation of Lessee en-
forceable in accordance with its terms: 141 the authorization. approval and execution of the Agreement and all other proceedings of Lessee relating to the transactions contemplated thereby have
been performed in accordance with all open meeting laws, public bidding laws and all other applicable state and federal laws: and 151 there is no proceeding pending or threatened in any court or
befog* lay governmental authority or arbitration board or tribunal that. if adversely determined. would adversely affect the transactions contemplated by the Agreement or the security interest of
Lessor or its assigns. as the case may be. in the Equipment. All capitalized terms herein shall have the same meanings as in the foregoing Agreement Lessor. its successors and assigns. including
without limitation any Registered Owners, and any counsel rendering an opinion on the taxezempt status of the interest components of Rental Payments are entitled to rely on this opinion.
Printed Name: John Dunn
Address: PO Box 2299
Vail, CO 81658
Telephone No.: (303) 476 -7552
Dated: May 9, 1989
signature: �/
HL -1 787
;,,"-` CHRYSLERS �-
UMTU WX NUNCE CON/
EQUIPMENT LEASE/PURCHASE AGREEMENT
NAME AND ADDRESS OF LESSOR
Chrysler Capital Public Finance Corporation
106 West 11th Street, Suite 1530
Kansas City, Missouri 64105
No.
NAME AND ADDRESS OF LESSEE
Town of Avon
P. 0. Box 975, 400 Benchmark Re
Avon, Colorado 81620
DESCRIPTION OF EQUIPMENT
Quantity Description Model# Serial#
1 1989 Jeep Cherokee Cherokee XJJL74 1J4FJ28LXKL589491
1 1989 Chevrolet 2500 Pickup CK20903 IGCGK24KOKE209650
Location of Equipment:
400 Benchmark, Avon, Colorado 81620
-ell RENTAL PAYME S i
Rental Payment Periods shall be (monthly] Rental Payments shall be made in accordance with Section 4.01 and the Schedule of Rental lisyments attached hereto
as Exhibit A. The maximum Lease Term of this Agreement is 3 years and 0 months.
By
Title:
TERMS AND CONDITIONS
THE TERMS AND CONDITIONS OF THIS AGREEMENT SET FORTH ON PAGES TWO THROUGH
FOUR SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives as of the date written above.
(LESSOR(
(LESSEE(
CERTIFICATE OF CLERK OR SECRETARY OF ESSEE
L the undersigned. do hereby certify (i) that the officer of Lessee who executed the foregoing Agreement o of 6. and whose nine s' w
pears get thereon. if the duly
qualified and acting officer of Lessee as stated beneath his or her signature and has been authorized w execute the f A�� t� on� behalf Iii) t the budge[ year of Lessee is
from January 1 to T1PCamhar 31 �`�K -!n
Dated. (1) May 9, 1989
By je
Title atricia Doy City Cl
OPINION OF COUNSEL
(4) As legal counsel to Lessee. I have examined la) the foregoing Agreement, which, among other things provides for the gale to and purchase by the Lessee of the Equipment, Ibl an executed
counterpart of the ordinance or resolution of Lessee which, among other things. authorizes Lessee to execute the Agreement and lei such other opinions, documents and matters of law as I have
deemed necessary in connection with the following opinions. Based on the foregoing. I son of the following opinions: (11 Lessee is a public body corporate and politic. duly organized and existing
under the laws of the State, and has a substantial amount of one or more of the following sovereign powers: In) the power to tax. IN the power of eminent domain, and lei police power. (2) Lessee has
the requisite power and authority to purchase the Equipment and to execute and deliver the Agreement and to perform its obligations under the .agreement: i31 the Agreement and the other
documents either attached thereto orrequired therein have been duty authorized. approved and executed by and on behalf of Lessee, and the Agreement is a valid and binding obligation of Lessee en-
forceable in accordance with its terms; 141 the authorization• approval and execution of the Agreement and all other proceedings of Lessee relating to the transactions contemplated thereby have
been performed in accordance with all open meeting laws, public bidding laws and all other applicable state and federal laws: and 151 there is no proceeding pending or threatened in any court or
before my governmental authority or arbitration board or tribunal that, if adversely determined. would adversely affect the transactions contemplated by the Agreement or the security interest of
Lessor or its assigns, as the case may be, in the Equipment. All capitalized terms herein shall have the same meanings as in the foregoing Agreement. Lessor, its successors and assigns• including
without limitation any Registered Owners, and any counsel rendering an opinion on the tax-exempt status of the interest components of Rental Payments are entitled to rely on this opinion.
Printed Name: John Dunn
Address PO Box 2299
Vail. CO 81658
Telephone No.: (303) 476-755
Dated: May 9. 1989
Signature:
ML-1-787
N OPIER CHRYSLER
Chrysler Capital Public Finance Corporation
May 25, 1989
Mr. Allan Nottingham, Mayor
Town of Avon
P.O. Box 975
400 Benchmark Road
Avon, Colorado 81620
Dear Mr. Nottingham,
Please find enclosed a copy of the Lease /Purchase Agreement financed by CHRYSLER
CAPITAL PUBLIC FINANCE CORPORATION, dated May 9, 1989. The equipment on this
transaction is (2) Automobiles. The monthly payment is $950.64 on this
transaction, with the the first payment due July 1, 1989. Future invoices will be
sent to you approximately 30 days in advance of your payment due date.
We thank you for the opportunity to do business with you and look forward to a
continued relationship. Please do not hesitate to call if you have questions
regarding your transaction.
Sincerely,
CHRYSLER CAPITAL PUBLIC FINANCE CORPORATION
(11
\ [ f
Sandra A. B�roo
Lease Administra or
Enc.
106 West 11th Street
Suite 1530
Kansas City, Missouri 64105
(816) 472 -4400
4- ,-
�' CHRYSLER
CAPITAL PUBLIC FINANCE CORP.
EQUIPMENT LEASE/PURCHASE AGREEMENT
DATED: (1) May 9, 1989
NAME AND ADDRESS OF LESSOR
Chrysler Capital Public Finance Corporation
106 West 11th Street, Suite 1530
Kansas City, Missouri 64105
No.
NAME AND ADDRESS OF LESSEE
Town of Avon
P. 0. Box 975, 400 Benchmark Road
Avon, Colorado 81620
DESCRIPTION OF EQUIPMENT
Quantity Description Model# Serial#
1 1989 Jeep Cherokee Cherokee XJJL74 1J4FJ28LXKL589491
1 1989 Chevrolet 2500 Pickup CK20903 1GCGK24KOKE209650
Location of Equipment:
400 Benchmark, Avon, Colorado 81620
RENTAL PAYMENTS
Rental Payment Periods shall be Imonthly[ [ Rental Payments shall be made in accordance with Section 4.01 and the Schedule of Rental Payments attached hereto
as Exhibit A. The maximum Lease Term of this Agreement is 3 years and 0 months.
TERMS AND CONDITIONS
THE TERMS AND CONDITIONS OF THIS AGREEMENT SET FORTH ON PAGES TWO THROUGH
FOUR SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives as of the date written above.
(LESSOR)
Chrysler Capital Public Finance Corporation
By
Title, Credit Manager
(LESSEE)
CERTIFICATE OF CLERK OR SECRETARY OF LESSEE
I, the undersigned, do hereby certify lil that the officer of Lessee who executed the foregoing Agreement o half of Le see end whose enuine si ature ppears thereon, is the duly
qualified and acting officer of Lessee as stated beneath his or her signature and has been authorized to execute the Eo going Agr ment on behalf L see, d 1ul at the budget year of Lessee is
from .Tarntar�r l to T)arPmhPr 11 K;;&� ._
Dated, (1) May 9, 1989 By
Title: atricia Do Citv Cl
OPINION OF COUNSEL
(4) As legal counsel to Lessee. I have examined (a) the foregoing Agreement, which, among other things provides for the sale to and purchase by the Lessee of the Equipment, Ib) an executed
counterpart of the ordinance or resolution of Lessee which, among other things, authorizes Lessee to execute the Agreement and (c) such other opinions, documents and matters of law as I have
deemed necessary in connection with the following opinions. Based on the foregoing, I am of the following opinions: (1) Lessee is a public body corporate and politic, duly organized and existing
under the laws of the State, and has a substantial amount of one or more of the following sovereign powers: (a) the power to tax, (b) the power of eminent domain. and (c) police power; (2) Lessee has
the requisite power and authority to purchase the Equipment and to execute and deliver the Agreement and to perform its obligations under the Agreement; (3) the Agreement and the other
documents eitherattached thereto orrequired therein havebeen dulyauthorized, approved and executed by and on behalf of Txasee, and the Agreement is a valid and binding obligation of Lessee en-
forceable in accordance with its terms; (4) the authorization, approval and execution of the Agreement and all other proceedings of Lessee relating to the transactions contemplated thereby have
been performed in accordance with all open meeting laws, public bidding laws and all other applicable state and federal laws; and (5) there is no proceeding pending or threatened in any court or
before Any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Agreement or the security interest of
Lessor or its assigns, as the case may be, in the Equipment. All capitalized terms herein shall have the same meanings as in the foregoing Agreement. Lessor, its successors and assigns, including
without limitation any Registered Owners, and any counsel rendering an opinion on the tax - exempt status of the interest components of Rental Payments are entitled to rely on this opinion.
Printed Name: John Dunn
Address: PO Box 2299
Vail, CO 81658
Telephone No.: (303 ) 476 -7552
Dated: May 9. 1989
Signature:
ML-1 -787
F"11Ia1111411
I In hdl„wn,a terms will have the meanings indicated below unless the context clearly requires otherwise.
III lelirrll I , 1 h , Il,9tI•, P,ed ( )wners, if any, to which all or a portion of Lessor's right, title and interest in, to and under this Agreement and the Equipment maybe assigned
to run e
1 lu u,rgh four of this Equipment Lease /Purchase Agreement, the Tax Designations and Covenants end any other schedule, exhibit or escrow agreement made
lu ItlL�lta ► ,� ! t „,Plloo with any amendments to the Agreement made pursuant to Section 13.08.
llu,n,uln I,MIP 11( IFJHB.
111 i III„ ,tat„ w lip,, (tip term of this Agreement and Lessee's obli gation to pay rent commences, which date shall be the earlier of 1 {I the date on which the Equipment is ac-
IIPI ��Al, �,a, r IhP,I bt W„ •t Jon 1, 01, or (ii) the date on which sufficient moneys to purchase the Equipment are deposited for that purpose with an escrow agent.
�II �I;II n•u, -I IV ,Ios,nilxvl an the front of this Agreement and all replacements, repairs, restorations, modifications and improvements thereof or thereto made pursuant to
p,,.pill n1 I IPftult described in Section 12.01.
Ill l�i�l l III Il p lgluxl f,,, nl amt t Renewal rtificatea evidencing a righ to receive a pro rata share of Rent Payments an Purchase Price payments.
I Ipr,G+ 11 Ilp,l as such on the front of this Agreement, its successors and its assigns.
lit I�i6 LG101 1, „
I�I t,itl it 1 I, a, ,It d as such on the front of this Agreement, its successors and its assigns.
L
P Ili I'll I fit, Ip t o „1 f,ou, the Commencement Date until the end of the budget year of Lessee in effect at the Commencement Date.
C 1j10if1 r i1 r r I ,irmignatod as such on Exhibit A hereto that Lessee may, in its discretion, pay to Lessor to purchase the Equipment.
'Ik1� IIIsUII,r Iglu u,gUIPrP{ owners of Lease Participation Certificates.
k ' {t�p11y I �II po0WAI IPrnls of this Agreement, each having a duration of one year and a term coextensive with Lessee's budget year.
f� lllhl!
il,l It, 114, Irxxir rental payments payable by Lessee pursuant to Section 4.01.
III I It, I hP Iwrirx{ beginning on the day a Rental Payment is due and ending the day before the next Rental Payment is due. The first Rental Payment Period shall
► 11 1 111 all , repro If Rental Payment Periods are monthly, subsequent Rental Payment Periods shall begin on the same day of each month after the Commencement
{ 111
it
,I, „a t Prly, subsequent Rental Payment Periods shall begin on the same day of each third month after the Commencement Date. If Rental Payment Periods ere
EI`1p1 N 1 I ",red I'Prhxis shall begin on the same day of each sixth month after the Commencement Date. If Rental Payment Periods are annual, subsequent Rental Pay -
PPA 1'lIN I�ltltl I,,t Mary the
r 91st of enm nth that does not include suc Commencement te hall begin on the last day 30th f the month,of a month, any subsequent Rental Payment Period
II tut Ilse x111 h,
111 11Id, h I,Iq alt is located.
if any, executed by Lessee and attached hereto.
11 0 ilrlk 1 Will 11111rt t`rtt mmAns the document entitled "Tax Designations and Covenants," Nllllla, IJo/n of I.ho hquipment as well as the agents or dealers of the manufacturer from whom Lessor purchased or is purchasing the Equipment.
jaM IN
ARTICLE II
jiiNtga Mpi1 I .,” manta of Leases. Lessee represents, covenants and warrants for the benefit of Lessor and any Registered Owners (as hereinbefore defined) as follows:
►sal, I oI I °" al a and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement and the
Ia1Wl lu a hl Alin to perform all of its obligations hereunder.
iklillttt hell l ira os,t•ution and delivery of this Agreement by proper action by its governing body at a meeting duly called, regularly convened and attended throughout by
00 ul { lip Inxlolun s thereof or
by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and
p ” A01,01110111
_-- uptiNnl first t -,mat It urns, or with the giving of notice or the lapse of time or both would constitute, an Event of Default exists at the date hereof.
�°` daft, r a 11It I hP wrlui rements of law, fully budgeted and appropriated sufficient funds for the current budget year to make the Rental Payments scheduled to come due
0doi alai W nu,ut its other obligations for the Original Term, and such funds have not been expended for other purposes.
W aineP U, I,,, ,hum all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic.
1 e ll h s ,, I, public bidding requirements as may be applicable to this Agreement and the acquisition by Lessee of the Equipment.
ow lital ,I,pt ttt I Ill. 1' , I °4, writ will be used by Lessee only for the purpose of performing essential governmental or proprietary functions of Lessee consistent with the permissi-
lawa ptthul II 1
�y I,l„ I,,,ta „r with current financial statements, budgets, proofs of appropriation for the ensuing budget year and such other financial information relating to the
�IypE011ttnua Ihlt Agrcmment as may be requested by Lessor.
oltl, all aphll, ohlo provisions of the Code, including without limitation Sections 103 and 148 thereof, and the applicable regulations of the Treasury Department to
of tbo InivIPxt components of Rental Payments from gross income for purposes of federal income taxation.
itftx:rxxi■ of t h,x Agreement as soon as practicable and with all reasonable dispatch for the purpose for which the Agreement has been entered into. No part of the pro-
F#00 shall IM uwestu,l in any securities, obligations or other investments or used, at any time, directly or indirectly, in a manner which, if such use had been reasonably an-
VtUcr6'Iaaraaulat u Agreement. of the Treasury Department. caused portion of the Agreement to be or become "arbitrage bonds” within the meaning of Section 103(bN2) or Section 148
p to Arbitrage. Lessee hereby represents as follows:
rap e.to of the Equipment will not be less than the total principal amount of the Rental Payments.
SSr�*' "p,n urdarPd or is expected to be ordered within six months of the Commencement Date, and the Equipment is expected to be delivered and installed, and the Vendor
ON yaar of the Commencement Date.
pW-d or established. and does not expect to create or establish, any sinking fund or other similar fund (i) that is reasonably expected to be used to pay the Rental
okay be used solely to prevent a default in the payment of the Rental Payments.
Ala not been and is not expected to be sold or otherwise disposed of by Lessee, either in whole or in major part, prior to the last maturity of the Rental Payments.
know ledge, information and belief, the above expectations are reasonable.
OOW yLboa notified of any listing or proposed listing of it by the Internal Revenue Service as an issuer whose arbitrage certificates may not be relied upon.
ARTICLE III
Rsprloment. Lessor hereby demises, leases and lets to Lessee, and Lessee rents, leases and hires from Lessor, the Equipment in accordance with this Agreement for the
0 may be runtinued, solely at the option of Lessee, at the end of the Original Term or any Renewal Term for an additional Renewal Term up to the maximum Lease Term.
rietn and at the end of each Renewal Term until the maximum Lease Term has been completed, Lessee shall be deemed to have exercised its option to continue this
wool Term unless Lessee shall have terminated this Agreement pursuant to Section 3.03 or Section 10.01. The terms and conditions during any Renewal Term shall be
ioodxtlons during the Original Term, except that the Rental Payments shall be as provided on Exhibit A hereto.
Millie of Lam Term. Lessee intends, subject to Section 3.03, to continue the Lease Term through the Original Term and all Renewal Terms and to pay the Rental
tivilaw nably believes that legally available funds in an amount sufficient to make all Rental Payments during the entire Lease Term can be obtained. Lessee further in-
Fr Within its power to obtain and maintain funds from which the Rental Payments may be made, including making provision for such payments to the extent necessary
MON request submitted and adopted in accordance with applicable provisions of law, to have such portion of the budget or appropriation request approved and to ex-
IN en orals in the event such portion of the budget or appropriation request is not approved.
npmiw. Lessee is obligated only to pay such Rental Payments under this Agreement as may lawfully be made from funds budgeted and appropriated for that pur-
budget year. Should Lessee fail to budget, appropriate or otherwise make available funds to pay Rental Payments following the then current Original Term or
shall be deemed terminated at the end of the then current Original Term or Renewal Term. Lessee agrees to deliver notice to Lessor of such termination at least 90
vrront Original Term or Renewal Term, but failure to give such notice shell not extend the term beyond such Original Term or Renewal Term. If this Agreement is
FtIk"IL.1kction, a Lessee agrees to peaceably deliver the Equipment to Lessor at the locations) to be specified by Lessor.
. To the extent permitted by law, Lessee agrees that if this Agreement is terminated in accordance with Section 3.03 Lessee will not purchase, lease or rent
Nliar to those performed by the Equipment for a period of 90 days following the end of the then current Original Term or Renewal Term; provided this restriction
f lire Equipment shall be sold, re- leased or otherwise disposed of by Lessor and the amount received from such disposition, less all costs of such sale or disposition,
ieshls Purchase Price. This Section shall remain in full force and effect notwithstanding the termination of this Agreement.
ML-2.787
ARTICLE IV
Section 4.01. Rental Payments. Lessee shall promptly pay Rental Payments, exclusively from legally available funds, in lawful money of the United States of America to Lessor on the Com.
mencement Date and on the first day of each Rental Payment Period thereafter, in such amounts as described on Exhibit A hereto. Lessee shall pay Lessor a charge on any Rental Payment not
paid on the date such payment is due at the rate of 18% per annum or the maximum amount permitted by law, whichever is less, from such date. A portion of each Rental Payment is paid as, and
represents payment of, interest, as set forth on Exhibit A hereto.
Section 4.02. Rental Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Rental 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 limitation or requirement concern.
ing the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the general tax revenues, funds or moneys of Lessee.
Section 4.03. RENTAL PAYMENTS TO BE UNCONDITIONAL. EXCEPT AS PROVIDED IN SECTION 3.03, THE OBLIGATIONS OF LESSEE TO MAKE RENTAL PAYMENTS
AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS CONTAINED HEREIN SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS
WITHOUT ABATEMENT, DIMINUTION. DEDUCTION, SET -OFF OR DEFENSE, FOR ANY REASON, INCLUDING WITHOUT LIMITATION ANY FAILURE OF THE EQUIP -
MENTTO BE DELIVERED OR INSTALLED, ANY DEFECTS. MALFUNCTIONS. BREAKDOWNS OR INFIRMITIES IN THE EQUIPMENTOR ANY ACCIDENT, CONDEMNATION
OR UNFORESEEN CIRCUMSTANCES.
ARTICLE V
Section 5.01. Delivery, Installation and Acceptance of the Equipment. Lessee shall order the Equipment, cause the Equipment to be delivered and installed at the location specified on the
front of this Agreement and pay any and all delivery and installation costs in connection therewith. When the Equipment has been delivered and installed, Lessee shall immediately accept the
Equipment and evidence said acceptance by executing and delivering to Lessor an acceptance certificate acceptable to Lessor.
Section 5.02. Enjoyment of Equipment. lessor shall provide Lessee with quiet use and enjoyment of the Equipment during the Lease Term, and Lessee shall peaceably and quietly have, hold
and enjoy the Equipment during the Lease Term, without suit, trouble or hindrance from Lessor, except as otherwise expressly set forth in this Agreement. No Registered Owner shall interfere
with such quiet use and enjoyment during the Lease Term so long as Lessee is not in default under this Agreement.
Section 5.03. Location; Inspection. Once installed, the Equipment will not be moved from the location specified on the front of this Agreement without Lessor's consent, which consent shall
not be unreasonably withheld. Lessor shall have the right at all reasonable times during regular business hours to enter into and upon the property of Lessee for the purpose of inspecting the
Equipment.
Section 5.04. Use and Maintenance of the Equipment. Lessee will not install, use, operate or maintain the Equipment 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 Equipment. In addition, Lessee agrees to
comply in all respect with all applicable laws, regulations and rulings of any legislative, executive, administrative or judicial body; provided that Lessee may contest in good faith the validity or ap-
plication of any such law, regulation or ruling in any reasonable manner that does not, in the opinion of Lessor, adversely affect the interest of Lessor in and to the Equipment or its interest or
rights under this Agreement.
Lessee agrees that it will, at Lessee's own cost and expense, maintain, preserve and keep the Equipment in good repair and working order. lessor shall have no responsibility to maintain,
repair or make improvements or additions to the Equipment. Upon the request of Lessor, Lessee will enter into a maintenance contract for the Equipment with Vendor.
ARTICLE VI
Section 6.01. Title to the Equipment. Upon acceptance of the Equipment by Lessee, title to the Equipment shall vest in Lessee subject to Lessor's rights under this Agreement; provided that
title shall thereafter immediately and without any action by Lessee vest in Lessor, and Lessee shall immediately surrender possession of the Equipment to Lessor upon la) any termination of this
Agreement other than termination pursuant to Section 10.01 or (bl the occurrence of an Event of Default. It is the intent of the parties hereto that any transfer of title to Lessor pursuant to this
Section shall occur automatically without the necessity of any bill of sale, certificate of title or other instrument of conveyance. Lessee shall, nevertheless, execute and deliver any such instruments
as Lessor may request to evidence such transfer.
Section 6.02. Security Interest. To secure the payment of all of Lessee's obligations under this Agreement, Lessee hereby grants to Lessor a security interest constituting a first lien on the
Equipment and on all' additions, attachments and accessions thereto, substitutions therefor and proceeds therefrom. Lessee agrees to execute such additional documents, in form satisfactory to
Lessor, which Lessor deems necessary or appropriate to establish and maintain its security interest and the security interest of any assignee of Lessor in the Equipment.
Section 6.03. Personal Property. The Equipment is and will remain personal property. The Equipment 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 thereof may be or hereafter become in any manner physically affixed or attached to such real estate or any building thereon. Upon the
request of Lessor, Lessee will, at Lessee's expense, furnish a waiver of any interest in the Equipment from any party having an interest in any such real estate or building.
ARTICLE VII
Section 7.01. Liens, Taxes, Other Governmental Charges and Utility Charges. Lessee shall keep the Equipment free of all levies, liens and encumbrances except those created by this
Agreement. The parties to this Agreement contemplate that the Equipment will be used for a governmental or proprietary purpose of Lessee and that the Equipment will therefore be exempt from
all property taxes. If the use, possession or acquisition of the Equipment is nevertheless determined to be subject to taxation, Lessee shall pay when due all taxes and governmental charges
lawfully assessed or levied against or with respect to the Equipment. Lessee shall pay all utility and other charges incurred in the use and maintenance of the Equipment. Lessee shall pay such
taxes or charges as the same may become due; provided that, with respect to any such taxes or charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to
pay only such installments as accrue during the Lease Term.
Section 7.02. Insurance. At its own expense, Lessee shall maintain (a) casualty insurance insuring the Equipment against loss or damage by fire and all other risks covered by the standard
extended coverage endorsement then in use in the State and any other risks reasonably required by Lessor in an amount at least equal to the then applicable Purchase Price of the Equipment, (b)
liability insurance that protects Lessor from liability in all events in form and amount satisfactory to Lessor, and (c) workers' compensation coverage as required by the laws of the State; provided
that, with Lessor's prior written consent. Lessee may self - insure against the risks described in clauses (a) and (b). All insurance proceeds from casualty losses shall be payable as hereinafter
provided. Lessee shall furnish to Lessor certificates evidencing such coverage throughout the Lease Term.
All such insurance shall be with insurers that are acceptable to Lessor, shall name Lessee and Lessor as insureds and shall contain a provision to the effect that such insurance shall not be
cancelled or modified materially without first giving written notice thereof to Lessor at least 10 days in advance of such cancellation or modification. All such casualty insurance shall contain a
provision making any losses payable to Lessee and Lessor as their respective interests may appear.
Section 7.03. Advances. In the event Lessee shall fail to either maintain the insurance required by this Agreement or keep the Equipment in good repair and working order, Lessor may, but
shall be under no obligation to, purchase the required insurance and pay the cost of the premiums thereof and maintain and repair the Equipment and pay the cost thereof. All amounts so advanced
by Lessor shall constitute additional rent for the then current Original Term or Renewal Term and Lessee covenants and agrees to pay such amounts so advanced by Lessor with interest thereon
from the due date until paid at the rate of 1847c per annum or the maximum amount permitted by law, whichever is less.
ARTICLE VIII
Section 8.01. Damage, Destruction and Condemnation. If (a) the Equipment 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 Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation ac-
ting pursuant to governmental authority, Lessee and Lessor will cause the Net Proceeds of any insurance claim, condemnation award or sale under threat of condemnation to be applied to the
prompt replacement, repair, restoration, modification or improvement of the Equipment, unless Lessee shall have exercised its option to purchase the Equipment pursuant to Section 10.01. Any
balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee.
For purposes of this Article, the term "Net Proceeds" shall mean the amount remaining from the gross proceeds of any insurance claim, condemnation award or sale under threat of condem-
nation after deducting all expenses, including attorneys' fees, incurred in the collection thereof.
Section 8.02. Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or improvement referred to in Section 8.01,
Lessee shall either la) complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds, or (b) purchase Lessor's
interest in the Equipment pursuant to Section 10.01. The amount of the Net Proceeds, if any, remaining after completing such repair, restoration, modification or improvement or after purchasing
Lessor's interest in the Equipment shall be retained by Lessee. If Lessee shall make any payments pursuant to this Section, Lessee shall not be entitled to any reimbursement therefor from Lessor
nor shall Lessee be entitled to any diminution of the amounts payable under Article IV.
ARTICLE IX
Section 9.01. DISCLAIMER OF WARRANTIES. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN,
CONDITION. MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT, OR WARRANTY WITH RESPECT THERETO. IN
ML -3.787
NO EVENT SHALL LESSOR BE LIABLE FOR ANY INCIDENTAL. INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF THIS
AGREEMENT OR THE EXISTENCE. FURNISHING, FUNCTIONING OR LESSEES USE OF ANY ITEM, PRODUCT OR SERVICE PROVIDED FOR IN THIS AGREEMENT.
Section 9.02. Vendor's Warranties. Lessor hereby irrevocably appoints Lessee its agent and attorney -in -tact during the Lease Term, so long as Lessee shall not be in default hereunder, to
assert from time to time whatever claims and rights (including without limitation warranties) related to the Equipment that Lessor may have against the Vendor. Lessee's sole remedy for the
breach of such warranty, indemnification or representation shall be against the Vendor of the Equipment and not against Lessor. Any such matter shall not have any effect whatsoever on the
rights and obligations of Lessor with respect to this Agreement, including the right to receive full and timely payments hereunder. Lessee expressly acknowledges that Lessor makes, and has
made, no representations or warranties whatsoever as to the existence or the availability of such warranties by the Vendor of the Equipment.
ARTICLE X
Section 10.01. Purchase Option. Lessee shall have the option to purchase Lessor's interest in the Equipment, upon giving written notice to Lessor at least 60 days before the date of purchase,
et the following times and upon the following terms:
(e) On the last day of the Original Term or any Renewal Term then in effect, upon payment in full of the Rental Payments then due hereunder plus the then applicable Purchase Price plus
$1.00 to Lessor; or
(b) In the event of substantial damage to or destruction or condemnation of substantially all of the Equipment, on the day Lessee specifies as the purchase date in Lessee's notice to Lessor
of its exercise of the purchase option, upon payment in full of the Rental Payments then due hereunder plus the then applicable Purchase Price to Lessor.
ARTICLE XI
Section 11.01. Assignment by Lessor. Lessor's right, title and interest in, to and under this Agreement and the Equipment may be assigned and reassigned in whole or in part to one or more
assignees or subassignees by Lessor and, to the extent of his interest, by any Registered Owner, without the necessity of obtaining the consent of Lessee; provided that (a) any assignment, other
than an assignment to or by a Registered Owner, shall not be effective until Lessee has received written notice, signed by the assignor, of the name, address and tax identification number of the
assignee, and (b) any assignment to or by a Registered Owner shall not be effective until it is registered on the registration books kept by the Agent as agent for Lessee. Lessee shall retain all such
notices as a register of all assignees (other than Registered Owners) and shall make all payments to the assignee or assignees designated in such register or, in the case of Registered Owners, to the
Agent. Lease Participation Certificates may be executed and delivered by the Agent to Registered Owners, if any. Lessee agrees to execute all documents, including notices of assignment and chat-
tel mortgages or financing statements that may be reasonably requested by Lessor or any assignee to protect its interests in the Equipment and in this Agreement. Lessee shall not have the right
to and shall not assert against any assignee or Registered Owner any claim, counterclaim or other right Lessee may have against Lessor.
Section 11.02. Assignment and Subleasing by Lessee. None of Lessee's right, title and interest in, to and under this Agreement and in the Equipment may be assigned or encumbered by
Lessee for any reason, except that Lessee may sublease all or part of the Equipment if Lessee obtains the prior written consent of Lessor and an opinion of nationally recognized counsel in the area
of tax exempt municipal obligations satisfactory to Lessor that such subleasing will not adversely affect the exclusion of the interest components of the Rental Payments from gross income for
federal income tax purposes. Any such sublease of all or part of the Equipment shall be subject to this Agreement and the rights of the Lessor in, to and under this Agreement and the Equipment.
ARTICLE XII
Section 12.01. Events of Default Defined. Subject to the provisions of Section 3.03, any of the following events shall constitute an "Event of Default" under this Agreement:
(a) Failure by Lessee to pay any Rental Payment or other payment required to be paid hereunder at the time specified herein;
(b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in subparagraph (a) above, for a period
of 30 days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to
its expiration; provided that, 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;
(c) Any statement, representation or warranty made by Lessee in or pursuant to this Agreement or its execution, delivery or performance shall prove to have been false, incorrect,
misleading or breached in any material respect on the date when made;
(d) Lessee shall (0 apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or
admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under ap-
plicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any
insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a
substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 30
consecutive days.
Section 12.02. Remedies on Default. Whenever any Event of Default exists, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combina-
tion of the following remedial steps:
(a) By written notice to Lessee, Lessormay declare all Rental Payments and other amounts payable by Lessee hereunder to the end of the then current Original Term or Renewal Term to be due;
(b) With or without terminating this Agreement. Lessor may enter the premises where the Equipment is located and retake possession of the Equipment or require Lessee at Lessee's ex-
pense to promptly return any or all of the Equipment to the possession of Lessor at such place within the United States as Lessor shall specify, and sell or lease the Equipment or, for the ac-
count of Lessee, sublease the Equipment, continuing to hold Lessee liable for the difference between (i) the Rental Payments and other amounts payable by Lessee hereunder to the end of the
then current Original Term or Renewal Term, and (ii) the net proceeds of any such sale, leasing or subleasing (after deducting all expenses of Lessor in exercising its remedies under this
Agreement, including without limitation all expenses of taking possession, storing, reconditioning and selling or leasing the Equipment and all brokerage, auctioneers' and attorneys' fees);
and (c) Lessor may take whatever action at law or in equity may appear necessary or desirable to enforce its rights as the owner of the Equipment.
Section 12.03. 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 now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such
right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle Lessor to ex-
ercise any remedy reserved to it in this Article it shall not be necessary to give any notice other than such notice as may be required in this Article.
ARTICLE XI.
Section 13.01. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage
prepaid, to the parties hereto at the addresses on the front of this agreement (or at such other address as either party hereto shall designate in writing to the other for notices to such party), to any
assignee at its address as it appears on the registration books maintained by Lessee or the Agent.
Section 13.02. Release and Indemnification. To the extent permitted by law, Lessee shall indemnify, protect, hold harmless, save and keep harmless Lessor from and against any and all liability,
obligation, loss, claim, tax and damage whatsoever, regardless of cause thereof, and all expenses in connection therewith (including without limitation counsel fees and expenses and any federal in-
come tax and interest and penalties connected therewith imposed on interest received) arising out of or as the result of (a) the entering into of this Agreement, (b) the ownership of anv item of the
Equipment, (c) the ordering, acquisition, use, operation, condition, purchase, delivery, rejection, storage or return of any item of the Equipment, (d) or any accident in connection with the operation,
use, condition, possession, storage or return of any item of the Equipment resulting in damage to property or injury to or death to any person, and/or (d) the breach of any covenant herein or any
material misrepresentation contained herein. The indemnification arising under this paragraph shall continue in full force and effect notwithstanding the full payment of all obligations under this
Agreement or the termination of the Lease Term for any reason.
Section 13.03. Entire Agreement. This Agreement constitutes the entire agreement between Lessor and Lessee.
Section 13.04. 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 13.06. 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 13.06. Amendments, Changes and Modifications. This Agreement may be amended by Lessor and Lessee; provided that no amendment that affects the rights of the Registered
Owners shall be effective unless it shall have been consented to by the Registered Owners of a majority, in principal amount, of the Lease Participation Certificates, if any, then outstanding.
Section 13.07. Execution in Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one
and the same instrument.
Section 13.08. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State.
Section 13.09. 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.
ML`4 -787
(7) 0
PAYMENT SCHEDULE
FOR: BID ITEM #
** IN ARREARS **
LEASE
PERIODIC
STIPULATED
PAYMENT
LEASE
INTEREST
PRINCIPAL
PURCHASE
NUMBER
- - - - - --
PAYMENT
----- - - - - --
PORTION
--- - - - - --
PORTION
--- - - - - --
PRICE
------ - - - - --
1
$950.64
$213.31
$737.33
$29,377.15
2
$950.64
$208.09
$742.55
$28,634.60
3
$950.64
$202.83
$747.81
$27,886.79
4
$950.64
$197.53
$753.11
$27,133.68
5
$950.64
$192.20
$758.44
$26,375.24
6
$950.64
$186.82
$763.82
$25,611.42
7
$950.64
$181.41
$769.23
$24,842.19
8
$950.64
$175.97
$774.67
$24,067.52
9
$950.64
$170.48
$780.16
$23,287.36
10
$950.64
$164.95
$785.69
$22,501.67
11
$950.64
$159.39
$791.25
$21,710.42
12
$950.64
$153.78
$796.86
$20,913.56
13
$950.64
$148.14
$802.50
$20,111.06
14
$950.64
$142.45
$808.19
$19,302.87
15
$950.64
$136.73
$813.91
$18,488.96
16
$950.64
$130.96
$819.68
$17,669.28
17
$950.64
$125.16
$825.48
$16,843.80
18
$950.64
$119.31
$831.33
$16,012.47
19
$950.64
$113.42
$837.22
$15,175.25
20
$950.64
$107.49
$843.15
$14,332.10
21
$950.64
$101.52
$849.12
$13,482.98
22
$950.64
$95.50
$855.14
$12,627.84
23
$950.64
$89.45
$861.19
$11,766.65
24
$950.64
$83.35
$867.29
$10,899.36
25
$950.64
$77.20
$873.44
$10,025.92
26
$950.64
$71.02
$879.62
$9,146.30
27
$950.64
$64.79
$885.85
$8,260.45
28
$950.64
$58.51
$892.13
$7,368.32
29
$950.64
$52.19
$898.45
$6,469.87
30
$950.64
$45.83
$904.81
$5,565.06
31
$950.64
$39.42
$911.22
$4,653.84
32
$950.64
$32.96
$917.68
$3,736.16
33
$950.64
$26.46
$924.18
$2,811.98
34
$950.64
$19.92
$930.72
$1,881.26
35
$950.64
$13.33
$937.31
$943.95
36
$950.64
$6.69
$943.95
$1.00
This Amortization Schedule replaces
Exhibit A of the original Lease Purchase
Agreement reflecting payments of $886.83
and becomes a permanent part of the
Ag ,e ment
OW, vlx�
Liz Ajaiis, Finance Office
A► CHRYSLER !�
`O, CAPITAL PUBLIC FINANCE CORP
[CROSS OUT ANY INAPPLICABLE PARAGRAPHS. INCLUDE PARAGRAPHS 1, 2 AND 3 TO DESIGNATE THE AGREEMENT AS A
"QUALIFIED TAX - EXEMPT OBLIGATION "; INCLUDE PARAGRAPHS 1, 4 AND 5 TO QUALIFY FOR ARBITRAGE REBATE EXCEP-
TION FOR SMALL GOVERNMENTAL UNITS]
TAX DESIGNATIONS AND COVENANTS
1. The covenants and designations hereinafter set forth are intended to be, and hereby are, incorporated into the Equipment Lease /Pur-
chase Agreement, dated (i) 5/9 119 89 (the "Agreement'), between Chrysler Capital Public Finance Corporation(Jessor ")
and Town of Avon ( "Lessee "), and except as otherwise defined herein, all terms defined
in the Agreement shall have the same meaning herein as in the Agreement. The Commencement Date of the Agreement is or will be in the calendar
year 19_8.2 (the "Issuance Year ").
. 2. Lessee hereby designates the Agreement as a "qualified tax - exempt obligation" as defined in Section 265(b)(3)(B) of the Code. The ag-
gregate face amount of all tax - exempt obligations (excluding private activity bonds other than qualified 501(c)(3) bonds) issued or to be issued by
Lessee and all subordinate entities thereof during the Issuance Year is not reasonably expected to exceed $10,000,000.
3. Lessee hereby covenants that Lessee and all subordinate entities thereof will not issue in excess of $10,000,000 of qualified tax - exempt
obligations (including the Agreement but excluding private activity bonds other than qualified 501(c)(3) bonds) during the Issuance Year without
first obtaining an opinion of nationally recognized counsel in the area of tax -exempt municipal obligations acceptable to Lessor that the designa-
tion of the Agreement as a "qualified tax -exempt obligation" will not be adversely affected.
4. Lessee represents and warrants that it is a governmental unit under the laws of the State with general taxing powers; the Agreement is
not a private activity bond as defined in Section 141 of the Code; 95% or more of the net proceeds of the Agreement will be used for local govern-
mental activities of Lessee; and the aggregate face amount of all tax - exempt obligations (other than private activity bonds) issued or to be issued
by the Lessee and all subordinate entities thereof during the Issuance Year is not reasonably expected to exceed $5,000,000.
5. Lessee hereby covenants that Lessee and all subordinate entities thereof will not issue in excess of $5,000,000 of tax -exempt bonds (in-
cluding the Agreement but excluding private activity bonds) during the Issuance Year without first obtaining an opinion of nationally recogniz-
ed counsel in the area of tax - exempt municipal obligations acceptable to Lessor that the excludability of the interest on the Agreement from gross
income for federal tax purposes will not be adversely affected.
Dated: (1) 5/9/89
[SEAL]
A EST:
Title: P;;t-ri(-i;3 D y1e, MtLe'//_�
CERTIFICATE OF CLERK OR SECRETARY OF LESSEE
I, the undersigned, do hereby certify that (i) the foregoing Tax Designations and Covenants were adopted and approved by action of the
governing body of Lessee at a meeting duly called, regularly convened and attended throughout by the requisite majority of the members thereof,
(ii) the officer of Lessee who executed the foregoing Tax Designation and Covenants on behalf of Lessee and whose genuine signature appears
thereon is the duly qualified and acting officer of Lessee as stated beneath his or her signature, and (iii) said officer has been authorized to execute
the foregoing Tax Designations and Covenants on behalf of Lessee.
Dated: 0 ) 519189
MLrla787
A'
- CHRYSLER
o H
- CAPITAL pilot it: IINANCI CORP.
ACCEPTANCE CERTIFICATE
Chrysler au1La1 Public Finance Corporation
106 West lWt. Street, Suite 1530
I:ansas ,Lt_. Mlsyouri 64105
Re: p;rlrrlpinent Lease /Purchase Agreement, dated as of (1) May 9 , 19 89 (the
��r�en,rnt "1 between Chrysler Capital Public Finance Corporation ("Lessor") and
Town of Avon ( "Lessee ")
Ladies and Geol Ienren.
In accordance will' the Agreement, the undersigned Lessee hereby certifies and represents to, and agrees with, Lessor as follows:
(1) All of I ho h :quipment (as defined in the Agreement) has been delivered, installed and accepted on the date hereof.
(2) Lessee Inns conducted such inspection and /or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges
that it accepts Lhe i. :quipment for all purposes.
(3) Lessee is currently maintaining the insurance coverage required by Section 7.02 of the Agreement.
(4) No eveul, or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as defined in the
Agreement) exisls lit. the date hereof.
Dated: �- P - l✓ l9 -I
[SEAL]
LESSEE Town of Avon
By
I/
Title: A] _. .r .._u U. •
MUS -?a7
two 8t 38 -GC Consolidated Information Return for Small
T �- Exempt Governmental eon sues o ,�
#A" %Uri a, uMu section 1e9(e) „aw w�,
t.ar.t
®iwrwne et llla twaery ► F« caM+uea► ra< !^�e1 111...... ��
tasatruN0"~ s.r"" (the tress 10)8.0 M Ilow rice of the Ilion is SIOO ON tr RWO.)
fe—p—orting Authority Check box if Amended Return a.
s Itwtr•• «�« ueMulrKaarw �...
Town of Avon
a atu�aw w taw —
P. 0. Box 975, 400 Benchmark Road
t Clyr • M.A. OW. w 10 ceM
Avon, Colorado 81620
$ Taal issue price of all bonds Issued as part of an issue, the issue price of which is less than =100.000 . 16
6 Check box that mat nearly approxiMONS the weighted average maturity of the bonds:
a ❑ less than 5 years
1 ❑ from S to 10 years
e U More than 10 years
7 Check box that most nearly approximates the weighted average interest rate on the bonds:
a ❑ less than 5%
R ❑ From 5% to 10%
e ❑ Mon than 106
i Tulnl Iwuo yrk;v of live bon4s reported on one 5 that are:
a Bonds issued In the form of a )ease or Installment sale . . . . . . . . . . . . . .
tr Bones designated by the sssuar under section 265(bX3XBA ... . . . . . . . . . . . Ab
C Bonds Issued to refund prior iswes . . . . . . . . . . . . . . . . . . . . . . . Ile
d Lwns made from the proceeds of another tax - exempt bond issue lW
Lhw* pmult, t of OM' . t etclart t"t I Uwe OWWW O was MUM eno tc OMlMMM'e screoules and tute"MS, end eo OW best of nqr know"I and WWI.
nem fty we tn». txrretx. W4
Sign
bete t i u J' I o49 1
' . N olTiow oeu , TAM
General Instructions
Purpose of Form
Definite
(Sadion reforences ire to the Intomal
Code
Rov*ntw Cod
Form 8038 -GC is to be used by issuers of
tax-exempt over bonds to
! A tax - exempt bond is an tion
unless otherwise noted.)
governmental provide
IRS with the information required by
issued as part of an issue the interest on
is from
Changes You Should Note
section
149(e) and to monitor the requirements of
which exempt tax under the Internal
Revenue Code:
AM issuers of tax-exempt bonds must report
ceAain information about bonds their awe.
sections 141 through 150.
e A tax-exempt governmental hoed a a
Issuers should use Form 8038 -GC only if
Who Must File
bond t is not p
tax-exempt bond that is not a private activity
the issue price of the issue is under
Each issuer must file a single Form 8038 -GC
bond.
$100.000. tt this issue price is $100.000 or
for an tax-exempt governmental bond issues
! A private atthitty bond is generally a
more. Issuers should use Form 8038 -8,
issued otter December 31, 1986, with issue
bond issued as part of an issue of which:
Intornution Return for Tax - Exept
Governmental !bred issues. Form privet!
prices of less than $100.000. Form 8038 -G
is filed to report each Issue of governmental
(1) more than 1096 of the preened= are to
GC** bonds. issuers should use fart
bonds with issue prices of ;100.000 a
tee•
be used for any private business use; and
more than 1res of the payment of the
8032, Information Return for Tax - Exempt
Private Activity Bond hsues.
When To File
principal Or interest either secured by an
Paperwork Reduction Act Notice
File Form 8038 -GC on or before February
interest i s
interest in property ib be used for a private
iv to
business use (or payments in respect of
We ask for this information to carry out the
15th after the ciose of the calendar year in
which the issue is issued. Form 8038 -GC
such property) or is to be derived from
ve
Nnbmat Revenue bons of the United States.
must be completed based on the facts as of
payments In respect of property (or
W! need K insure that are corlt
with these laws. You are required to
the close of the calendar year-
borrowed money) used for a private
business use. A bond will also be
this Information.
Where To File
private
considered a activity
�inakt
File Form 8038•GC with the Internal
amount o1 the to be useto
a finance loans {other than loans
Revenue Service Center, Philadelphia, PA
19255.
rem 8038 -OC cs-ar)
CHRYSLERS`
CAPITAL PUBLIC FINANCE CORP.
NAME AND ADDRESS OF LESSOR
EQUIPMENT LEASE/PURCHASE AGREEMENT
!1 MFMMI .•.
Chrysler Capital Public Finance Corporation
106 West 11th Street, Suite 1530
Kansas City, Missouri 64105
No.
NAME AND ADDRESS OF LESSEE
Town of Avon
P. 0. Box 975, 400 Benchmark Roac
Avon, Colorado 81620
DESCRIPTION OF EQUIPMENT
Quantity Description Model# Serial#
1 1989 Jeep Cherokee Cherokee XJJL74 1J4FJ28LXKL589491
7 1989 Chevrolet 2500 Pickup CK20903 1GCGK24KOKE209650
Location of Equipment:
400 Benchmark, Avon, Colorado 81620
RENTAL PAYMENTS
Rental Payment Periods shall be [monthly) RJAHkW. Rental Payments shall be made in accordance with Section 4.01 and the Schedule of Rental Payments attached hereto
as Exhibit A. The maximum Lease Term of this Agreement is 3 years and 0 months.
TERMS AND CONDITIONS
THE TERMS AND CONDITIONS OF THIS AGREEMENT SET FORTH ON PAGES TWO THROUGH
FOUR SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives as of the date written above.
(LESSOR) (LESSEE)
Chrysler Capital Public Finance Corporation
By
Title:
CERTIFICATE OF CLERK OR SECRETARY OF LESSEE
I, the undersigned, do hereby certify (i) that the officer of Lessee who executed the foregoing Agreement o half of Le see and whose mine s' at ppeare thereon, is the duly
qualified and acting officer of Lessee as stated beneath his or her signature and has been authorized to execute the fo going A meat on behalf see, (ii) at the budget year of Lessee is
from Tantinry 1 to T)PramhPr 11 LZ� -C.ln _
Dated:(,) May 9, 1989 By
Titla: atricia Do Cit Cl
OPINION OF COUNSEL
(4) As legal counsel to Lessee, I have examined (e) the foregoing Agreement, which, among other things provides for the sale to and purchase by the Lessee of the Equipment, (b) an executed
counterpart of the ordinance or resolution of Lessee which, among other things, authorizes Lessee to execute the Agreement and (c) such other opinions, documents and matters of law as I have
deemed necessary in connection with the following opinions. Based on the foregoing, I am of the following opinions: (1) Lessee is a public body corporate and politic, duly organized and existing
under the laws of the State, and has a substantial amount of one or more of the following sovereign powers: (al the power to tax, (b) the power of eminent domain, and (c) police power, (2) Lessee has
the requisite power and authority to purchase the Equipment and to execute and deliver the Agreement and to perform its obligations under the Agreement; (3) the Agreement and the other
documents eitherattached thereto orrequired therein havebeen dulyauthorized, approved and executed by and on behalf of Lessee, and the Agreement is a valid and binding obligation of Lessee en-
forceable in accordance with its terms; (4) the authorization, approval and execution of the Agreement and all other proceedings of Lessee relating to the transactions contemplated thereby have
been performed in accordance with all open meeting laws, public bidding laws and all other applicable state and federal laws; and (5) there is no proceeding pending or threatened in any court or
before any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Agreement or the security interest of
Lessor or its assigns, as the case may be, in the Equipment. All capitalized terms herein shall have the same meanings as in the foregoing Agreement. Lessor, its successors and assigns, including
without limitation any Registered Owners, and any counsel rendering an opinion on the tax-exempt status of the interest components of Rental Payments are entitled to rely on this opinion.
Printed Name: John Dunn
Address: PO Box 2299
Vail, CO 816 8
Telephone No.: (303) _476 -7552
Dated: May 9. 1989
S;gnatnre: �
ML-1 -787
ARTICLE I
Section 1.01. Definitions. The following terms will have the meanings indicated below unless the context clearly requires otherwise.
"Agent" means any agent for the Registered Owners, if any, to which all or a portion of Lessor's right, title and interest in, to and under this Agreement and the Equipment may be assigned
for the benefit of the Registered Owners.
"Agreement" means pages one through four of this Equipment Lease/Purchase Agreement, the Tax Designations and Covenants and any other schedule, exhibit or escrow agreement made a
part hereof by the parties hereto, together with any amendments to the Agreement made pursuant to Section 13.06.
"Code" means the Internal Revenue Code of 1986.
"Commencement Date" is the date when the term of this Agreement and Lessees obligation to pay rent commences, which date shall be the earlier of (i) the date on which the Equipment is ac-
cepted by Lessee in the manner described in Section 5.01, or (ii) the date on which sufficient moneys to purchase the Equipment are deposited for that purpose with an escrow agent.
"Equipment" means the property described on the front of this Agreement and all replacements, repairs, restorations, modifications and improvements thereof or thereto made pursuant to
Section 7.01 or Article VIII.
"Event of Default" means an Event of Default described in Section 12.01.
"Lease Participation Certificates" means certificates evidencing a right to receive a pro rata share of Rental Payments and Purchase Price payments.
"Lease Term" means the Original Term and all Renewal Terms.
"Lessee" means the entity described as such on the front of this Agreement, its successors and its assigns.
"Lessor" means the entity described as such on the front of this Agreement, its successors and its assigns.
"Original Term" means the period from the Commencement Date until the end of the budget year of Lessee in effect at the Commencement Date.
"Purchase Price" means the amount designated as such on Exhibit A hereto that Lessee may, in its discretion, pay to Lessor to purchase the Equipment.
"Registered Owners" means the registered owners of Lease Participation Certificates.
"Renewal Terms" means the renewal terms of this Agreement, each having a duration of one year and a term coextensive with Lessee's budget year.
"Rental Payments" means the basic rental payments payable by Lessee pursuant to Section 4.01.
"Rental Payment Period" means the period beginning on the day a Rental Payment is due and ending the day before the next Rental Payment is due. The first Rental Payment Period shall
begin on the Commencement Date in all cases. If Rental Payment Periods are monthly, subsequent Rental Payment Periods shall begin on the same day of each month after the Commencement
Date. If Rental Payment Periods are quarterly, subsequent Rental Payment Periods shall begin on the same day of each third month after the Commencement Date. If Rental Payment Periods are
semiannual, subsequent Rental Payment Periods shall begin on the same day of each sixth month after the Commencement Date. If Rental Payment Periods are annual, subsequent Rental Pay-
ment Periods shall begin on the anniversary of the Commencement Date in each year. If the Commencement Date is the 29th, 30th or 31st day of a month, any subsequent Rental Payment Period
that would otherwise begin on the 29th, 30th or 31st of a month that does not include such a date shall begin on the last day of the month.
"State" means the state in which Lessee is located.
"Tax Designations and Covenants" means the document entitled 'Tax Designations and Covenants," if any, executed by Lessee and attached hereto.
"Vendor" means the manufacturer of the Equipment as well as the agents or dealers of the manufacturer from whom Lessor purchased or is purchasing the Equipment.
ARTICLE II
Section 2.01. Representations and Covenants of Lessee. Lessee represents, covenants and warrants for the benefit of Lessor and any Registered Owners (as hereinbefore defined) an follows:
(a) Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement and the
transactions contemplated hereby and to perform all of its obligations hereunder.
(b) Lessee has duly authorized the execution and delivery of this Agreement by proper action by its governing body at a meeting duly called, regularly convened and attended throughout by
the requisite majority of the members thereof or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and
enforceability of this Agreement.
(c) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default exists at the date hereof.
(d) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current budget year to make the Rental Payments scheduled to come due
during the Original Term. and to meet its other obligations for the Original Term, and such funds have not been expended for other purposes.
(e) Lessee 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.
M Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the acquisition by Lessee of the Equipment.
(g) During the Lease Term, the Equipment will be used by Lessee only for the purpose of performing essential governmental or proprietary functions of Lessee consistent with the permissi-
ble scope of Lessee's authority.
(h) Lessee will annually provide Lessor with current financial statements, budgets, proofs of appropriation for the ensuing budget year and such other financial information relating to the
ability of Lessee to continue this Agreement as may be requested by Lessor.
(i) Lessee will comply with all applicable provisions of the Code, including without Imitation Sections 103 and 148 thereof, and the applicable regulations of the Treasury Department to
maintain the exclusion of the interest components of Rental Payments from gross income for purposes of federal income taxation.
6) Lessee will use the proceeds of this Agreement as soon as practicable and with all reasonable dispatch for the purpose for which the Agreement has been entered into. No part of the pro-
ceeds of the Agreement shall be invested in any securities, obligations or other investments or used, at any time, directly or indirectly, in a manner which, if such use had been reasonably an-
ticipated on the date if issuance of the Agreement, would have caused any portion of the Agreement to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148
of the Code and the applicable regulations of the Treasury Department.
Section 2.02. Certification as to Arbitrage. Lessee hereby represents as follows:
(a) The estimated total costs of the Equipment will not be less than the total principal amount of the Rental Payments.
(b) The Equipment has been ordered or is expected to be ordered within six months of the Commencement Date, and the Equipment is expected to be delivered and installed, and the Vendor
fully paid, within one year of the Commencement Date.
(c) Lessee has not created or established, and does not expect to create or establish, any sinking fund or other similar fund U) that is reasonably expected to be used to pay the Rental
Payments, or (u) that may be used solely to prevent a default in the payment of the Rental Payments.
id) The Equipment has not been and is not expected to be sold or otherwise disposed of by Lessee, either in whole or in major part, prior to the last maturity of the Rental Payments.
(e) To the best of our knowledge, information and belief, the above expectations are reasonable.
(f) Lessee has not been notified of any listing or proposed listing of it by the Internal Revenue Service as an issuer whose arbitrage certificates may not be relied upon.
ARTICLE III
Section 3.01. Lease of Equipment. lessor hereby demises, leases and lets to Lessee, and Lessee rents, leases and hires from Lessor, the Equipment in accordance with this Agreement for the
Lease Term. The lease Term may be continued, solely at the option of Lessee, at the end of the Original Term or any Renewal Term for an additional Renewal Term up to the maximum Lease Term.
At the end of the Original Term and at the end of each Renewal Term until the maximum Lease Term has been completed. Lessee shall be deemed to have exercised its option to continue this
Agreement for the next Renewal Term unless Lessee shall have terminated this Agreement pursuant to Section 3.03 or Section 10.01. The terms and conditions during any Renewal Term shall be
the same as the terms and conditions during the Original Term, except that the Rental Payments shall be as provided on Exhibit A hereto.
Section 3.02. Continuation of Lease Term. lessee intends, subject to Section 3.03, to continue the Lease Tam through the Original Term and all Renewal Terms and to pay the Rental
Payments hereunder. lessee reasonably believes that legally available funds in an amount sufficient to make all Rental Payments during the entire Lease Term can be obtained. lessee further in-
tends to do all things lawfully within its power to obtain and maintain funds from which the Rental Payments may be made, including making provision for such payments to the extent necessary
in each budget or appropriation request submitted and adopted in accordance with applicable provisions of law, to have such portion of the budget or appropriation request approved and to ex-
haust all available reviews and appeals in the event such portion of the budget or appropriation request is not approved.
Section 3.03. Nonappropriation. lessee is obligated only to pay such Rental Payments under this Agreement as may lawfully be made from funds budgeted and appropriated for that pur-
pose during lessee's then current budget year. Should Lessee fail to budget, appropriate or otherwise make available funds to pay Rental Payments following the then current Original Term or
Renewal Term, this Agreement shall be deemed terminated at the end of the then current Original Term or Renewal Term. Lessee agrees to deliver notice to lessor of such termination at least 90
days prior to the end of the then current Original Term or Renewal Term, but failure to give such notice shall not extend the term beyond such Original Term or Renewal Term. If this Agreement is
terminated in accordance with this Section, lessee agrees to peaceably deliver the Equipment to Lessor at the location(s) to be specified by Lessor.
Section 3.04. Nonsubstitution. To the extent permitted by law, Lessee agrees that if this Agreement is terminated in accordance with Section 3.03 Lessee will not purchase, lease or rent
equipment performing functions similar to those performed by the Equipment for a period of 90 days following the end of the then current Original Term or Renewal Term; provided this restriction
shall not be applicable in the event the Equipment shall be sold, re- leased or otherwise disposed of by Lessor and the amount received from such disposition, less all costa of such sale or disposition,
is sufficient to pay the then applicable Purchase Price. This Section shall remain in full force and effect notwithstanding the termination of this Agreement.
ML-2 -787
ARTICLE IV
Section 4.01. Rental Payments. Lessee shall promptly pay Rental Payments, exclusively from legally available funds, in lawful money of the United States of America to Lessor on the Com-
mencement Date and on the first day of each Rental Payment Period thereafter, in such amounts as described on Exhibit A hereto. Lessee shall pay lessor a charge on any Rental Payment not
paid on the date such payment is due at the rate of 18% per annum or the maximum amount permitted by law, whichever is lees, from such date. A portion of each Rental Payment is paid as, and
represents payment of, interest, as set forth on Exhibit A hereto.
Section 4.02. Rental Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Rental 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 limitation or requirement concern-
ing the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the general tax revenues, funds or moneys of Lessee.
Section 4.03. RENTAL PAYMENTS TO BE UNCONDITIONAL. EXCEPT AS PROVIDED IN SECTION 3.03, THE OBLIGATIONS OF LESSEE TO MAKE RENTAL PAYMENTS
AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS CONTAINED HEREIN SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS
WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET -OFF OR DEFENSE, FOR ANY REASON, INCLUDING WITHOUT LIMITATION ANY FAILURE OF THE EQUIP -
MENTTO BE DELIVERED OR INSTALLED, ANY DEFECTS, MALFUNCTIONS, BREAKDOWNS OR INFIRMITIES IN THE EQUIPMENT OR ANY ACCIDENT, CONDEMNATION
OR UNFORESEEN CIRCUMSTANCES.
ARTICLE V
Section 5.01. Delivery, Installation and Acceptance of the Equipment. Lessee shall order the Equipment, cause the Equipment to be delivered and installed at the location specified on the
front of this Agreement and pay any and all delivery and installation costs in connection therewith. When the Equipment has been delivered and installed, Lessee shall immediately accept the
Equipment and evidence said acceptance by executing and delivering to Lessor an acceptance certificate acceptable to Lessor.
Section 5.02. Enjoyment of Equipment. Lessor shall provide Lessee with quiet use and enjoyment of the Equipment during the lease Term, and Lessee shall peaceably and quietly have, hold
and enjoy the Equipment during the Lease Term, without suit, trouble or hindrance from Lessor, except as otherwise expressly set forth in this Agreement. No Registered Owner shall interfere
with such quiet use and enjoyment during the Lease Term so long as Lessee is not in default under this Agreement.
Section 5.03. Location; Inspection. Once installed, the Equipment will not be moved from the location specified on the front of this Agreement without Lessor's consent, which consent shall
not be unreasonably withheld. Lessor shall have the right at all reasonable times during regular business hours to enter into and upon the property of Lessee for the purpose of inspecting the
Equipment.
Section 5.04. Use and Maintenance of the Equipment. Lessee will not install, use, operate or maintain the Equipment 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 Equipment. In addition, Lessee agrees to
comply in all respect with all applicable laws, regulations and rulings of any legislative, executive, administrative or judicial body; provided that Lessee may contest in good faith the validity or ap-
plication of any such law, regulation or ruling in any reasonable manner that does not, in the opinion of Lessor, adversely affect the interest of Lessor in and to the Equipment or its interest or
rights under this Agreement.
Lessee agrees that it will, at Lessee's own cost and expense, maintain, preserve and keep the Equipment in good repair and working order. Lessor shall have no responsibility to maintain,
repair or make improvements or additions to the Equipment. Upon the request of Lessor. Lessee will enter into a maintenance contract for the Equipment with Vendor.
ARTICLE VI
Section 6.01. Title to the Equipment. Upon acceptance of the Equipment by Lessee, title to the Equipment shall vest in Lessee subject to Lessor's rights under this Agreement; provided that
title shall thereafter immediately and without any action by Lessee vest in Lessor, and Lessee shall immediately surrender possession of the Equipment to Lessor upon (a) any termination of this
Agreement other than termination pursuant to Section 10.01 or (b) the occurrence of an Event of Default. It is the intent of the parties hereto that any transfer of title to Lessor pursuant to this
Section shall occur automatically without the necessity of any bill of sale, certificate of title or other instrument of conveyance. Lessee shall, nevertheless, execute and deliver any such instruments
as Lessor may request to evidence such transfer.
Section 6.02. Security Interest. To secure the payment of all of Lessee's obligations under this Agreement, Lessee hereby grants to Lessor a security interest constituting a first lien on the
Equipment and on all additions, attachments and accessions thereto, substitutions therefor and proceeds therefrom. Lessee agrees to execute such additional documents, in form satisfactory to
Lessor, which Lessor deems necessary or appropriate to establish and maintain its security interest and the security interest of any assignee of Lessor in the Equipment.
Section 6.03. Personal Property. The Equipment is and will remain personal property. The Equipment 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 thereof may be or hereafter become in any manner physically affixed or attached to such real estate or any building thereon. Upon the
request of Lessor. Lessee will, at Lessee's expense, furnish a waiver of any interest in the Equipment from any party having an interest in any such real estate or building.
ARTICLE VII
Section 7.01. Liens, Taxes, Other Governmental Charges and Utility Charges. Lessee shall keep the Equipment free of all levies, liens and encumbrances except those created by this
Agreement. The parties to this Agreement contemplate that the Equipment will be used for a governmental or proprietary purpose of Lessee and that the Equipment will therefore be exempt from
all property taxes. If the use, possession or acquisition of the Equipment is nevertheless determined to be subject to taxation. Lessee shall pay when due all taxes and governmental charges
lawfully assessed or levied against or with respect to the Equipment. Lessee shall pay all utility and other charges incurred in the use and maintenance of the Equipment. Lessee shall pay such
taxes or charges as the same may become due; provided that, with respect to any such taxes or charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to
pay only such installments as accrue during the Lease Term.
Section 7.02. Insurance. At its own expense, Lessee shall maintain (al casualty insurance insuring the Equipment against loss or damage by fire and all other risks covered by the standard
extended coverage endorsement then in use in the State and any other risks reasonably required by Lessor in an amount at least equal to the then applicable Purchase Price of the Equipment, (b)
liability insurance that protects Lessor from liability in all events in form and amount satisfactory to Lessor, and (c) workers' compensation coverage as required by the laws of the State; provided
that, with Lessor's prior written consent, Lessee may self- insure against the risks described in clauses (a) and (b). All insurance proceeds from casualty losses shall be payable as hereinafter
provided. Lessee shall furnish to Lessor certificates evidencing such coverage throughout the Lease Term.
All such insurance shall be with insurers that are acceptable to Lessor, shall name Lessee and Lessor as insureds and shall contain a provision to the effect that such insurance shall not be
cancelled or modified materially without first giving written notice thereof to Lessor at least 10 days in advance of such cancellation or modification. All such casualty insurance shall contain a
provision making any losses payable to Lessee and Lessor as their respective interests may appear.
Section 7.03. Advances. In the event Lessee shall fail to either maintain the insurance required by this Agreement or keep the Equipment in good repair and working order, Lessor may, but
shall be under no obligation to, purchase the required insurance and pay the cost of the premiums thereof and maintain and repair the Equipment and pay the cost thereof. All amounts so advanced
by Lessor shall constitute additional rent for the then current Original Term or Renewal Term and Lessee covenants and agrees to pay such amounts so advanced by Lessor with interest thereon
from the due date until paid at the rate of 18% per annum or the maximum amount permitted by law, whichever is less.
ARTICLE VIII
Section 8.01. Damage, Destruction and Condemnation. If (al the Equipment 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 Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation ac-
ting pursuant to governmental authority, Lessee and Lessor will cause the Net Proceeds of any insurance claim, condemnation award or sale under threat of condemnation to be applied to the
prompt replacement, repair, restoration, modification or improvement of the Equipment, unless Lessee shall have exercised its option to purchase the Equipment pursuant to Section 10.01. Any
balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee.
For purposes of this Article, the term "Net Proceeds" shall mean the amount remaining from the gross proceeds of any insurance claim, condemnation award or sale under threat of condem-
nation after deducting all expenses, including attorneys' fees, incurred in the collection thereof.
Section 8.02. Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or improvement referred to in Section 8.01,
Lessee shall either (a) complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds, or (b) purchase Lessor's
interest in the Equipment pursuant to Section 10.01. The amount of the Net Proceeds, if any, remaining after completing such repair, restoration, modification or improvement or after purchasing
Lessor's interest in the Equipment shall be retained by Lessee. If Lessee shall make any payments pursuant to this Section, Lessee shall not be entitled to any reimbursement therefor from Lessor
nor shall Lessee be entitled to any diminution of the amounts payable under Article IV.
ARTICLE IX
Section 9.01. DISCLAIMER OF WARRANTIES. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN,
CONDITION, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT, OR WARRANTY WITH RESPECT THERETO. IN
ML-3-787
NO EVENT SHALL LESSOR BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF THIS
AGREEMENT OR THE EXISTENCE, FURNISHING, FUNCTIONING OR LESSEE'S USE OF ANY ITEM, PRODUCT OR SERVICE PROVIDED FOR IN THIS AGREEMENT.
Section 9.02. Vendor's Warrantles. Lessor hereby irrevocably appoints Lessee its agent and attorney -in -tact during the Lease Term, so long as Lessee shall not be in default hereunder, to
assert from time to time whatever claims and rights (including without limitation warranties) related to the Equipment that Lessor may have against the Vendor. Lessee's sole remedy for the
breach of such warranty, indemnification or representation shall be against the Vendor of the Equipment and not against Lessor. Any such matter shall not have any effect whatsoever on the
rights and obligations of Lessor with respect to this Agreement, including the right to receive full and timely payments hereunder. Lessee expressly acknowledges that Lessor makes, and has
made, no representations or warranties whatsoever as to the existence or the availability of such warranties by the Vendor of the Equipment.
ARTICLE X
Section 10.01. Purchase Option. Lessee shall have the option to purchase Lessor's interest in the Equipment, upon giving written notice to Lessor at least 60 days before the date of purchase,
at the following times and upon the following terms:
(al On the last day of the Original Term or any Renewal Term then in effect, upon payment in full of the Rental Payments then due hereunder plus the then applicable Purchase Price plus
$1.00 to Lessor; or
(b) In the event of substantial damage to or destruction or condemnation of substantially all of the Equipment, on the day Lessee specifies as the purchase date in Lessee's notice to Lessor
of its exercise of the purchase option, upon payment in full of the Rental Payments then due hereunder plus the then applicable Purchase Price to Lessor.
ARTICLE XI
Section 11.01. Assignment by Lessor. Lessor's right, title and interest in, to and under this Agreement and the Equipment may be assigned and reassigned in whole or in part to one or more
assignees or subassignees by Lessor and, to the extent of his interest, by any Registered Owner, without the necessity of obtaining the consent of Lessee; provided that (a) any assignment, other
than an assignment to or by a Registered Owner, shall not be effective until Lessee has received written notice, signed by the assignor, of the name, address and tax identification number of the
assignee, and (b) any assignment to or by a Registered Owner shall not be effective until it is registered on the registration books kept by the Agent as agent for Lessee. Lessee shall retain all such
notices as a register of all assignees (other than Registered Owners) and shall make all payments to the assignee or assignees designated in such register or, in the case of Registered Owners, to the
Agent. Lease Participation Certificates may be executed and delivered by the Agent to Registered Owners, if any. Lessee agrees to execute all documents, including notices of assignment and chat-
tel mortgages or financing statements that may be reasonably requested by Lessor or any assignee to protect its interests in the Equipment and in this Agreement. Lessee shall not have the right
to and shall not assert against any assignee or Registered Owner any claim, counterclaim or other right Lessee may have against Lessor.
Section 11.02. Assignment and Subleasing by Lessee. None of Lessee's right, title and interest in, to and under this Agreement and in the Equipment may be assigned or encumbered by
Lessee for any reason, except that Lessee may sublease all or part of the Equipment if Lessee obtains the prior written consent of Lessor and an opinion of nationally recognized counsel in the area
of tax exempt municipal obligations satisfactory to Lessor that such subleasing will not adversely affect the exclusion of the interest components of the Rental Payments from gross income for
federal income tax purposes. Any such sublease of all or part of the Equipment shall be subject to this Agreement and the rights of the Lessor in, to and under this Agreement and the Equipment.
ARTICLE XII
Section 12.01. Events of Default Defined. Subject to the provisions of Section 3.03, any of the following events shall constitute an "Event of Default" under this Agreement:
(a) Failure by Lessee to pay any Rental Payment or other payment required to be paid hereunder at the time specified herein;
(b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in subparagraph (a) above, for a period
of 30 days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to
its expiration; provided that, 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;
(c) Any statement, representation or warranty made by Lessee in or pursuant to this Agreement or its execution, delivery or performance shall prove to have been false, incorrect,
misleading or breached in any material respect on the date when made;
(d) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or
admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under ap-
plicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any
insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a
substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 30
consecutive days.
Section 12.02. Remedies an Default. Whenever any Event of Default exists, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combina-
tion of the following remedial steps:
(a) Bywrittennotice to Lessee, Lessormay declareall Rental Payments and other amounts payable by Lessee hereunder to the end of the then current Original Term or Renewal Term to be due;
(b) With or without terminating this Agreement. Lessor may enter the premises where the Equipment is located and retake possession of the Equipment or require Lessee at Lessee's ex-
pense to promptly return any or all of the Equipment to the possession of Lessor at such place within the United States as Lessor shall specify, and sell or lease the Equipment or, for the ac-
count of Lessee, sublease the Equipment, continuing to hold Lessee liable for the difference between (i) the Rental Payments and other amounts payable by lessee hereunder to the end of the
then current Original Term or Renewal Term, and (u) the net proceeds of any such sale, leasing or subleasing (after deducting all expenses of Lessor in exercising its remedies under this
Agreement, including without limitation all expenses of taking possession, storing, reconditioning and selling or leasing the Equipment and all brokerage, auctioneers' and attorneys' fees);
and (c) Lessor may take whatever action at law or in equity may appear necessary or desirable to enforce its rights as the owner of the Equipment.
Section 12.03. 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 now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such
right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle Lessor to ex-
ercise any remedy reserved to it in this Article it shall not be necessary to give any notice other than such notice as may be required in this Article.
ARTICLE XI.
Section 13.01. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage
prepaid. to the parties hereto at the addresses on the front of this agreement (or at such other address as either party hereto shall designate in writing to the other for notices to such party), to any
assignee at its address as it appears on the registration books maintained by Lessee or the Agent.
Section 13.02. Release and Indemnification. To the extent permitted by law, Lessee shall indemnify, protect, hold harmless, save and keep harmless Lessor from and against any and all liability,
obligation, loss, claim, tax and damage whatsoever, regardless of cause thereof, and all expenses in connection therewith (including without limitation counsel fees and expenses and any federal in.
come tax and interest and penalties connected therewith imposed an interest received) arising out of or as the result of (a) the entering into of this Agreement, (b) the ownership of any item of the
Equipment, (c) the ordering, acquisition, use, operation, condition, purchase, delivery, rejection, storage or return of any item of the Equipment, (dl or any accident in connection with the operation,
use, condition, possession, storage or return of any item of the Equipment resulting in damage to property or injury to or death to any person, and/or (d) the breech of any covenant herein or any
material misrepresentation contained herein. The indemnification arising under this paragraph shall continue in full force and effect notwithstanding the full payment of all obligations under this
Agreement or the termination of the Lease Term for any reason.
Section 13.03. Entire Agreement. This Agreement constitutes the entire agreement between Lessor and Lessee.
Section 13.04. 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 13.05. 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 13.06. Amendments, Changes and Modifications. This Agreement may be amended by Lessor and Lessee; provided that no amendment that affects the rights of the Registered
Owners shall be effective unless it shall have been consented to by the Registered Owners of a majority, in principal amount, of the Lease Participation Certificates, if any, then outstanding.
Section 13.07. Execution in Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one
and the same instrument.
Section 13.08. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State.
Section 13.09. 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.
MIr4 -787
PAYMENT SCHEDULE
FOR: BID ITEM #
** IN ARREARS **
LEASE
PERIODIC
STIPULATED
PAYMENT
LEASE
INTEREST
PRINCIPAL
PURCHASE
NUMBER
- - - - - --
PAYMENT
----- - - - - --
PORTION
--- - - - - --
PORTION
--- - - - - --
PRICE
------ - - - - --
1
$950.64
$213.31
$737.33
$29,377.15
2
$950.64
$208.09
$742.55
$28,634.60
3
$950.64
$202.83
$747.81
$27,886.79
4
$950.64
$197.53
$753.11
$27,133.68
5
$950.64
$192.20
$758.44
$26,375.24
6
$950.64
$186.82
$763.82
$25,611.42
7
$950.64
$181.41
$769.23
$24,842.19
8
$950.64
$175.97
$774.67
$24,067.52
9
$950.64
$170.48
$780.16
$23,287.36
10
$950.64
$164.95
$785.69
$22,501.67
11
$950.64
$159.39
$791.25
$21,710.42
12
$950.64
$153.78
$796.86
$20,913.56
13
$950.64
$148.14
$802.50
$20,111.06
14
$950.64
$142.45
$808.19
$19,302.87
15
$950.64
$136.73
$813.91
$18,488.96
16
$950.64
$130.96
$819.68
$17,669.28
17
$950.64
$125.16
$825.48
$16,843.80
18
$950.64
$119.31
$831.33
$16,012.47
19
$950.64
$113.42
$837.22
$15,175.25
20
$950.64
$107.49
$843.15
$14,332.10
21
$950.64
$101.52
$849.12
$13,482.98
22
$950.64
$95.50
$855.14
$12,627.84
23
$950.64
$89.45
$861.19
$11,766.65
24
$950.64
$83.35
$867.29
$10,899.36
25
$950.64
$77.20
$873.44
$10,025.92
26
$950.64
$71.02
$879.62
$9,146.30
27
$950.64
$64.79
$885.85
$8,260.45
28
$950.64
$58.51
$892.13
$7,368.32
29
$950.64
$52.19
$898.45
$6,469.87
30
$950.64
$45.83
$904.81
$5,565.06
31
$950.64
$39.42
$911.22
$4,653.84
32
$950.64
$32.96
$917.68
$3,736.16
33
$950.64
$26.46
$924.18
$2,811.98
34
$950.64
$19.92
$930.72
$1,881.26
35
$950.64
$13.33
$937.31
$943.95
36
$950.64
$6.69
$943.95
$1.00
This Amortization Schedule replaces
Exhibit A of the original Lease Purchase
Agreement reflecting payments of $886.83
and becomes a permanent part of the
Ag 'e ment
ON[
Liz A a s, Finance Office
"" CHRYSLERS
-, CAPITAL PUBLIC FINANCE CORP.
ACCEPTANCE CERTIFICATE
Chrysler apital Public Finance Corporation
106 West 11th Street, Suite 1530
Kansas City, Missouri 64105
Re: Equipment Lease /Purchase Agreement, dated as of ( 1) May 9 19 89 (the
"Agreement"), between Chrysler Capital Public Finance Corporation ( "Lessor"►and
Town of Avon ( "Lessee")
Ladies and Gentlemen:
In accordance with the Agreement, the undersigned Lessee hereby certifies and represents to, and agrees with, Lessor as follows:
(1) All of the Equipment (as defined in the Agreement) has been delivered, installed and accepted on the date hereof.
(2) Lessee has conducted such inspection and /or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges
that it accepts the Equipment for all purposes.
(3) Lessee is currently maintaining the insurance coverage required by Section 7.02 of the Agreement.
(4) No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as defined in the
Agreement) exists at the date hereof.
Dated:
[SEAL]
_ Town of Avon
LESSEE
ML-8.787
Ad - CHRYSLER
CAPITAL PUBLIC FINANCE CORP.
[CROSS OUT ANY INAPPLICABLE PARAGRAPHS. INCLUDE PARAGRAPHS 1, 2 AND 3 TO DESIGNATE THE AGREEMENT AS A
"QUALIFIED TAX - EXEMPT OBLIGATION "; INCLUDE PARAGRAPHS 1, 4 AND 5 TO QUALIFY FOR ARBITRAGE REBATE EXCEP-
TION FOR SMALL GOVERNMENTAL UNITS]
TAX DESIGNATIONS AND COVENANTS
1. The covenants and designations hereinafter set forth are intended to be, and hereby are, incorporated into the Equipment Lease/Pur-
chase Agreement, dated (I) 5/9 ,19 89 (the "Agreement"), between Chrysler Capital Public Finance Corporation ("Lessor")
and Town of Avon ( "Lessee "), and except as otherwise defined herein, all terms defined
in the Agreement shall have the same meaning herein as in the Agreement. The Commencement Date of the Agreement is or will be in the calendar
year 19_$q (the "Issuance Year ").
2. Lessee hereby designates the Agreement as a "qualified tax -exempt obligation" as defined in Section 265(b)(3)(B) of the Code. The ag-
gregate face amount of all tax -exempt obligations (excluding private activity bonds other than qualified 501(c)(3) bonds) issued or to be issued by
Lessee and all subordinate entities thereof during the Issuance Year is not reasonably expected to exceed $10,000,000.
3. Lessee hereby covenants that Lessee and all subordinate entities thereof will not issue in excess of $10,000,000 of qualified tax -exempt
obligations (including the Agreement but excluding private activity bonds other than qualified 501(c)(3) bonds) during the Issuance Year without
first obtaining an opinion of nationally recognized counsel in the area of tax - exempt municipal obligations acceptable to Lessor that the designa-
tion of the Agreement as a "qualified tax - exempt obligation" will not be adversely affected.
4. Lessee represents and warrants that it is a governmental unit under the laws of the State with general taxing powers; the Agreement is
not a private activity bond as defined in Section 141 of the Code; 95% or more of the net proceeds of the Agreement will be used for local govern-
mental activities of Lessee; and the aggregate face amount of all tax - exempt obligations (other than private activity bonds) issued or to be issued
by the Lessee and all subordinate entities thereof during the Issuance Year is not reasonably expected to exceed $5,000,000.
5. Lessee hereby covenants that Lessee and all subordinate entities thereof will not issue in excess of $5,000,000 of tax - exempt bonds (in-
cluding the Agreement but excluding private activity bonds) during the Issuance Year without first obtaining an opinion of nationally recogniz-
ed counsel in the area of tax - exempt municipal obligations acceptable to Lessor that the excludability of the interest on the Agreement from gross
income for federal tax purposes will not be adversely affected.
Dated: (1) 519/89
[SEAL]
A EST:
Title: Patricia Doyle, Gity r
Tnwn of Avon
LESSEE
By
Title:
CERTIFICATE OF CLERK OR SECRETARY OF LESSEE
I, the undersigned, do hereby certify that (i) the foregoing Tax Designations and Covenants were adopted and approved by action of the
governing body of Lessee at a meeting duly called, regularly convened and attended throughout by the requisite majority of the members thereof,
Iii) the officer of Lessee who executed the foregoing Tax Designation and Covenants on behalf of Lessee and whose genuine signature appears
thereon is the duly qualified and acting officer of Lessee as stated beneath his or her signature, and (iii) said officer has been authorized to execute
the foregoing Tax Designations and Covenants on behalf of Lessee.
Dated: _(I ) 519189
ML -10 -787
nM 8838.00 C,"solldated Intormatlon Retur 4or Small
_ Ax- Exempt Governmental 6onw Issues Om@ me. ,s4 SW19
iRM/ i1�1» ► tMNr Seetten I49(e) tepees e�taAo
Oaranete>tlettnaTrwrrrtr ► For csteMerpar a whq t8......
WN"fasw f nos (the terra 8078.0 M how pike of the %alto b f 100.000 or mere.)
EEWGportlng Authority Check box if Amended Return ►
1 ft"Ws rta w a IteW I trrealger +/wsltheettere +NnMa
of Avon
� Msweaer arYa ItreN
P. 0. Box 975,400 Benchmark Road
4 Cp er ».a4 elate. all 20 cede
Avon, Colorado 81620
I Total Issue price of all bands Issued as part of an issue. the issue prig of which is less than 5100.000 . 1 6
• Check box that most nearly approximates the weighted average maturity of the bonds:
a ❑ Less than 5 years
b ❑ From 5 to 10 years
a U More then 10 years
7 Check box that most nearly approximates the weighted average interest rate on the bonds-
* ❑ less then S%
b ❑ From S% to 10%
e ❑ More than 10%
8 Tutrrl Isam yrk;v ut the bonds reported on tine 5 that are:
a Bonds issued in the form of a hose or Instalment soft . . . . . . . . . . . . . . .
R oonds designated by the issuer under section 265(bX3XBM ... . . . . . . . . . . . Ab
c Bonds Issued to refund prior issues . . . . . . . . . . . . . . . . . . . . . . . sc
d Loons made from the proceeds of another tax - exempt bw4 issue gd
liMV /108111" el flexl'eery. 1 eeewe that r RM tremolo ins nom &W sceanpinywa scnsaults and statHntNls. OW to net font N
tilts♦ true. cerna all axnOw". list ►no..Naat xeea ealett.
Sign ( � �— � N& art
General Instructions
pection rofrences are to the Internal
Revenue Code unless otherwise noted.)
Changes You Should Note
AN issuers of tax - exempt bonds must report
certain information about bonds they issue.
%suers should use Form 8038 -GC only if
the issue price of the issue Is under
=100.000. H the Wue price is 5100.000 or
more. Inuers should use Form 8038 -G.
iMennation Return for Tax - Exempt
Qovenrrmental Bond Issues. For private
aeti+rity bonds. ksuers should use Form
0030 information Return for Tax - Exempt
fxtivate Aco ft Bono losues.
Paperwork Reduction Act Notice
We ask for this information to carry out the
internal Revenue burs of the United States.
We need M to ensure that you are complying
with these laws. You are required to give us
Oft information.
Purpose of Fortis
Form 8038 -GC is to be used by issuers of
tax - exempt governmental bonds to provide
IRS with the information required by section
149(e) and to monitor the requirements of
sections 141 through 150.
Who Must File
Each isssmr must file a single Form 8038 -GC
for all tax-exempt governmental bond issues
Issued attar December 31. 1986. with issue
prices of less than 5100.000. Form 8038 -G
is filed to report each Issue of governmental
bonds with issue prices of =100.000 or
more.
When To File
File Form 8038 -61C on or before February
15th after the dose of the calendar year in
which the issue a issued. Form 8038 -GC
must be completed based on the facts as of
the close of the calendar pear.
Where To File
Fie form 8038 -01C with the Internal
Revenue Service Center. Philadelphia, PA
19255.
e A tar- exempt bond is an obfiption
issued as part of an issue the interest on
which is exempt from tax under the Internal
Revenue Code:
e A tax - exempt governmental bond is a
tax - exempt bond that is not a private activity
bond.
e A private adWft bond is generally a
bond issued as part of an issue of which:
(1) more than 10% of the proceeds are to
be used for any private business use; and
(2) more then 10% of the payment of the
principal ar interest either Is secured by an
interest in property to be used for a private
business use (or payments In respect of
such property) or b to be derived from
payments in respect of property (or
borrowed money) used for a private
business use. A bond will also be
considered a private activity bond if the
amount of the proceeds to be used to make
or finance Ions (other than loans
rime 8038– (5-47)
owe 8038 -OC
&W I nn
on""" r fir itm"
We" 11101droke Hertel
P. 0. Box 975, 400 Benchmark Road
4 W M "a** Ow. ant 2M cede
Avon, Colorado 81620
of
i Taal issue price of all bonds Issued as pan of an issue. the issue price of which is less than $100.000 . L
4 Check oox that mat nearly approximates the weighted average maturity of the bands.
a ❑ less than 5 years
► 0 From S to 10 years
e U More than 10 years
7 Check box that most nearly approximates the weighted average interest rate on the bonds:
a ❑ less than $%
h 0 From 516 to 3046
e O More than 10%
5 Tut*I issuv yrk;w of live bonds reported on one 5 that are:
a Bonds Issued In the form of a lease or installment sale . . . . . . . . . . . . . . . . .
► Bonds designated by the Issuer under section 76S(bX3XBXM . . . . . . . . . . . . .
11110. ISOISO o
11e>b"
e Bonds lesued to refund prior issues . .
. . . . . . . . . . . . . . .
. . .
k
d Loons made from the proceedsof another tax - exempt bond issue
III
neue
MAN /"nods at /ban 1 etcrare wt r
flrey ere w". txv. are'
nave eieer4w nws Forum ono ettwPary'^1 Krwduhs end 8U1#ffer41. end to tee best d Nl W**%dV end Wei,
Metre
E /
f J13r * i
,
e N NTiow
ow
Tura
General instructions
Purpose of Form
Dofinitkni
(UdJon roterences ale to the Internal
Form 8038-GC is to be used by issuers of
tax - exempt bonds
e A tax - exempt bond is an o�tion
Revenue Code unless otherwise noted.)
governmental to provide
issued as part of an issue the in erest on
Changes You Should Note
IRS with the information required by section
149(e) and to monitor the requirements of
which is exempt from tax under the Internal
Revenue Code:
AN issuers of tax-exempt bonds must report
certain Information about bonds they issue.
section: 141 through 150.
e x- tax-exempt governmental bond is a
Issuers should use Form 8038 -GC only if
Who Must File
tax-exempt bond that is not a privets actively
Via issue price of the issue Is under
Each issuer must file a single Form 11038 -GC
b011d-
S100.000. it the issue price is $100,000 or
for an tax-exempt governmental bond issues
e A private acthiltir bond is generally a
more. issuers should use Form $039.4,
issued after December 31, 19$6. with issue
bond issued as part of an issue of which:
Information Return for Tax-Exempt
GovenNnental Bond Issues. For private
Pr rtes of less than 5100.000. Form 8038 -G
is Tiled to report each Issue of governmental
(1) more than 1096 of the proceeds are to
activity bonds. issuers should use form
bonds with issue prices of $ 100.000 or
more.
be used for any private business use: and
(2) more then 10% of the payment of the
8035. Information Return for Tax-Exempt
Private Activity Bond Issues.
When To File
Principal or interest either Is secured by an
interest in property to be used for ! private
Paperwork Reduction Act Notice
File Form 8038 -GC on or before February
business use (or payments In respect of
We ask for this information to carry out the
internal Revenue lows of the United States.
15th after the dose of the calendar year in
which the issue is issued. Form 8038 -GC
such property) or is to be derived from
payments in respect of property (or
We need k to ensure that you are cornplyirtg
must be completed based on the facts as of
the close of the calendar year.
borrowed money) used for a private
business use. A bond will also be
with therm taws. You are required to on us
this iftfotmstbn.
Where To File
considered a private ad" bond N the
File Form 9038-GC with the Internal
amount of the proceeds to be used to make
or finance bans (other than loans
Revenue Service Centet, Phladelphie, PA
19255.
re+m 6038 —OC (5-87)
DR 2411 t11 /86)' STATE OF COLORADO
TITLE NUMBER
M TOR VEHICLE DIVISION
Tt E SECTION. Room 105 (APPLICATION FOR TITLE
YEAR
1 0 West Sixth Avenue
Inver, CO 80204 -5195 FOR A MOTOR VEHICLE
YEAR
MAKE
BODY
VEHICLE IDENTIFICATION NUMBER
89
CHEV
PU
CWNER
1GCGK24KOKE209650
OWNER
PREVIOUS
DATE DATE
ACCEPTED ' PURCHASED
PREVIOUS
TITLE NUMBER
FUEL
(CHECK CNE)
TOWN OF AVON
PO BOX 975
AVON CO 81620
0 MAY 89
MSO
�l'e' Diesel
Eie ctnc -Other
'AxABL= ODOMETER
Cr�T�s!zE !
MSRP VALUE I READING
OR CAP. ` ' 14ROS
5/4/89
MO
I
4
F +AST L IENHOLDER
TAXABLE
M RF
SECOND LIENHOLDER
Chrysler Capital Public Finance Corp.
JTWROS
VALUE
106 W. 11th, Suite 1530
OR CAP.
Kansas City, MO 64105
18307.00
10
EN FILE 'IC.
LIEN X110 AJT? M1.1 TUPfTy 1A- i
:� - =V
O -
_tE' rr +�nJ - c!Ty
-
Kansas City, MO 64105
13614.38
5/15/92 1
5/9/89
I MATURITY DATE
DATE IEN
,•'• '•
J FILE NO.
I affirm under penalty of perjury that the above facts are true
Subscribed a
a; r 'o. betor�s _ day of MTV ,
and correct to the best of my knowledge: and that said motor
,9_ S9 Cc
! Sl=ate ct
vehicle described herein is subject only to the lien(s) noted.
Colorado. ,'
'60
Commissi n
ion Date
I affirm under penalty of perjury that the above j, re trud
773e) We 04 MAY 1989
and correct to the best of my knowledge; and $'hid motor
rte_
i at r er or A Date
.av1 0.
ry e
It is
DR 2411 (11186) STATE OF COLORADO
TITLE NUMBER
-'TITLE SEtTIONE Room 105 APPLICATION FOR OR TITLE
140 West Sixth Avenue
Denver, CO 80204 -5195 FOR A MOTOR VEHICLE
YEAR
MAKE
BODY
VEHICLE IDENTIFICATION NUMBER
89
JEEP
41)
1J4FJ28I,XKLI589491
CWNER
DATE
DATE
PREVIOUS
FUEL
ACCEPTED
PURCHASED
TI" E NUMBER
( i.CHEC' °: C %E;
Town of Avon
P.O. Box 975
=as :! Diesel
5/4/89
MO
E] Electric Other
Avon, CO 81620
TAXABLE
M RF
ODOMETER
CWT /SIZE
JTWROS
VALUE
READING
OR CAP.
18307.00
10
FIRST LIENHOLDER
SECOND L!ENHOLDER i
Chrysler Capital Public Finance Corp
106 G. 11th, Suite 1530
Kansas City, MO 64105
LIEN FILE NO.
LIEN AMOUNT
I MATURITY DATE
DATE IEN
CO,
J FILE NO.
LIEN AMOUNT
MATURITY DATE
DATE OF LIEN
CO.x
16500.11
5 15 92
/
'60
I affirm under penalty of perjury that the above j, re trud
Syp ed and affirmed to, before me this 4th day of May
and correct to the best of my knowledge; and $'hid motor
County of Jeffer,= -on State of
vehicle described herein is subject only to the I 5kQ;ted.til
.av1 0.
O� •
scion Expiration Date 416/91
5/4 5�
Signature of Owner or Agent Date
Si dture of Notary o my rk Date
I
Y03936
DATE INVOICE NO.
03/22/89 lA019635001
VEHICLE IDENTIFICATION NO. YEAR MAKE
IGCGK24KOKE209650 1989 CHEVROLET
BODY TYPE SHIPPING WEIGHT
HD FLEETSIDE PICKUP 4WD 4760
H. P. IS A. E.) G. V. W. R. NO. CYLS. SERIES OR MODEL
51.2 8600 08 CK20903
N.T.R. CAPACITY H.P.0 245)
3/4 TON N/A 185
I, the undersigned authorized representative of the company, firm or corporation named below, hereby cer-
tify that the new vehicle described above is the property of the said company, firm or corporation and is
transferred on the above date and under the Invoice Number indicated to the following distributor or dealer.
NAME OF DISTRIBUTOR, DEALER. ETC.
10075 543NZR
BURT CHEVROLET, INC.
PO BX 59
ENGLEWOOD CO 80151 -0059
It is further certified that this was the first transfer of such new vehicle in ordinary trade and commerce.
CHEVROLET MOTOR DIVISION
GENERAL MOTORS CORPORATION
BY:
(SIGNATURE OFAUTHORIZED REPRESENTATIVE) (AGENT)
G17125955
30007 VAN DYKE, WARREN MI 48090
CITY - STATE
1 DR 2411 Back
(11/86) VE
--E], Licansed Colorado DI
t_ County Clerk
Print Name of Business,
County or Agency:
VEHICLE IDENTIFICATI
Type of Vehicle - F
Check one: T
Vehicle Year M
Description
Plate State of Iss
Information
Reason for O
Inspection: L. H
Check one: T'
Special _ _ N
Circumstances N
1 certify under penalty of pe
identification number (VIN) I
Print Name of Inspector
Signature of Inspector
N
VALCE. °E! • _I4.:O, 1. is Ji• -L?: J "•_D 1 RA'L;i -IRS THE VEHICLE 0= SCr1.'GCD'.I.N TrE FACE OF THw,;F9TIFICATE TO
NAME OF
PURCHASER,-`)
TOM OF AVON
ADDRESS
AND CERTIFY T %iAT -i, ,;l}��� E'Q'l�1� ��fq�jj E�L�RI N I i;S OR ANY STATE AND WARR',NT TIT.c TO .Y.E SidD VEHICLE j
AND STATE AT TI1E TiNiE 'tt_TJCFIY 1iYAS'�U _CF. TML�` .q I��_��.. -.l:TY INTERESTS AND NONE OTHER..
I
FEDERAL REGULATIONS REQUIRE YOU TO STATE THE ODOMETER MILEAGE UPCN TRANSFER OF OWNERSHIP
w
ka,r.le;,e :hat Use ouometer reaaing Is and reflects the actual mileage of the '•ehtcle unless one of I
2
`- t - =^our. ^i.. 'o• .a;e'1 - ir. e . _ -* ❑ is no: the 3ctL0l asi'e3ge
i
ilia
o'
=1N
13,614.38 5/9f89 urchase Ch ysler Public Finan c
_lease
106 W. 11th, Ste. 1530 a .
Kansas City, MO 64105
t LCt, E
j
t]t� C i� r��• ' a0 � i R ....ATU+ir.�.- 4L ITLEJI'Y GlV1
J
ut_M 'iA • }3 'I UD n O=dti that the
'
CERTIFY of I/ S.V „ •
STATE 1 LP Iv ARE - statements set tc it a,-3 tr an ��r!
isa':Y�
BEST U Subscribed and sworn to ors b
r�7_uGE��'�NUtSdLicF. p4a •19 4 /
1 ray
L'SG CERTIFICAT;'iN Cr :`:OTAR'I. 6VHICHEVER IS APPLICABLE
FOR VAL'uEREC'i -RE L'' >s ✓_.; h` ' ,ti"'y'��}/c£i'j" jl�' �T _ rET=
iht rr
tit. .:F
ADDRESS -'a
!D C^R.,i:Y THAT i CLE ` N . -iAS ._i BEEN F S ' -S IN Tr, 4 C iA;._ Ai4D WAR ?ANT T11 ..� •:! :._,- D V.'_ " -�_LE I
AJL STATE ATT.—,E T;ME O•- L'ELN -Al NAI; -_C m ThE FO ,;.::.1G SECURiT i i r TS AND NONc OTh-R. i
FEDERAL REGULATIONS REQUIRE YOU TO STATE E THE ODOMETER MILEAGE UPON TRANSFER OF OWNERSHIP
I certify to the best of Icy knowledge that the odometer reading is and reflects the actual mileage of the'ehicle unless We of
w
the following statements is checked
❑ 1 The amount of miles. a sta;_d is in czre_e of 99 999 or ❑ 2 re odometer reading Is nut the actual mileage
2�R
i wz
U '1 CF L,,::, '.I G'..: L._.V I�i�aJ OF L.EN ii11' .1 •'..,I L,F
I=0
cW
-- —
CEALER BY:
NAME CFUE.ALEP,SH;P C °--_L- I"SLICENSENO. AUTHORIZED ON L?
I CERTIFY UNDER PENALTY OF LAW, THAT Being duly sworn upon oath says that the
f THE STATEMENTS MADE HEREIN ARE TRUE Statements set forth are true and correct.
AND CORRECT TO THE BEST OF MY Subscribed and sworn to before me this
KI V,DWLEDGE, INFORMATION AND BELIEF.
day of-19
Notary Public Notary Seat
L'CE CEBTiFIC, TION OF NOTARY, WHICHEVER IS APPLICABLE TO JURISDICTION
FJi� AL'JE r: _''; J, Tf ;E UNDLRZII::NED TRANSFERS THE VEHICLE DESCRI3ED ON THE FACE OF THIS C.':. iFICATE 10
NAK;E OF
PURUHASEiAkil
ADDRESS
AND CERTIFY THAT . i-E VEriICLE IS NE'N AND HAS NOT BEEN REGISTERED IN THIS CP. ANY STATE AND WARRANT TITLE TO '. "aE SAID VEHICLE i
AND SATE -AT The TIMc OF DELiVcnY ILAb SUL.IECT 1'0 THE FOLLO:S.NG SEC RiTY !1' TERESTS AND NONE OTHER.
FEDERAL REGULATICNS REQUIRE YOU TO STATE THE ODOMETER MILEAGE L'PCN TRANSFER OF OWNERSHIP
i ceroty W the best of ^y itnoMc?:e that the odotne.ar reading is and reflects the actual mileage of the vehicle unless one of
*
w
❑ 9 T.I• mant ^ e tstaa i, :� cc ss c = The o�c-t_er rea3ing is not he actual mle_ge
O�
4
r V DEALER BY:
NAME OF DEALERSHIP DL'.L_ER'S LiCENSE NO. AUTHORIZED SIGNATUPEOFCEALEH TIrLEOHPOSITION
I CERTIFY UNDER PENALTY OF LAW, THAT Being duly sworn upon oath says that the
TtiE STATEMENTS MADE HEREIN ARE TRUE statements set forth are true and correct.
CORRECT TO THE BEST OF MY Subscribed and sworn to before me this
Z.INFCnt.IATIONANDE U.EF. dayof 19
Notary Public Notary -„a'
- - - -- - -
IV A� CHRYSLER
DATE
fudYM0710IRS
INVOICE NO.
04 20 89 KXJJDU172501
VEHICLE IDENTIFICATION NO. YEAR MAKE
IJ4EJ28LXKL589491 1989 JEEP
BODY TYPE SHIPPING WEIGHT
SPORT UTILITY 3212
H, P. IS A. E,) G. V. W. R. NO. CYLS. SERIES OR MODEL
35 -1 b CHEROKEE XJJL74
I, the undersigned authorized representative of the company, firm or corporation named below, hereby cer-
tify that the new vehicle described above is the property of the said company, firm or corporation and is
transferred on the above date and under the Invoice Number indicated to the following distributor or dealer.
NAME OF DISTRIBUTOR, DEALER, ETC.
DEALER NUMBER 24237
EMICH JEEP —EAGLE INC
5700 WEST COLFAX
LAKEWOOD CO 80214
It is further certified that this was the first transfer of such new vehicle in ordinary trade and commerce.
JEEP EAGLE SALES CORPORATION
(A SUBS IDIARY- OF- tHRYSLE-R-- MDTORS-L- RP- IR-A-TIZN)
R, W, HALKPR
( GNATUREOFAUTHORIZEDREPRESENTATIVE) (AGENT) o
Lh
13832673 N
Ch
DETROIT MICHIGAN co
CITY - STATE
DR 2411 Back
4 11 il86)
a Licensed Colol
• Licensed Colol
County Clerk
Print Name of Busin
County or Agency:
VEHICLE !vf_NTIF
Type of Vehicle
Description
Plate stets
Information
Reason for
Inspectlon:
Check one:
i•pec'3`.
Gel w?Q 1 ",`I
;dentll - aticm ,t C'Onr
Print Name of inspec
S,gnature of ir,spec:c
"sue
FOR VALUE RECEIVED, I THE UN^ERS'CNED, TRANSFER TnE VEH'CL= DE-CROED ON THE FACE OF This CERTIFICATE TO
NAME OF `own of Avon
PURCHASERO
P.O. Box 975, Avon, CO 81620
ADDRESS
AND CERTIFY TO -HP E -T CF MY k V- - - < -,V T1 7 THIF VEHICLE IS NEW AND HAS NOT BEEN
!
REGisTERED'N T, HIS OR ANY $ -A -_ A,J_ Ar _ _ ., - -. •- - -- �• -�� -- - r J ,HE [ Q, LOWING SECURITY INTERESTS AND NONE
2 _
OTHER AND WARHANT TI-1 �c TO THE -. E-,
�m
FEDERAL REGULATIONS REQUIRE YOU TO STATE THE ODOf.i_,cR t..'L UPON T ^:.?1SFL CF OWNERSHIP
w i
1 certify to the best of my know! er :n that the 00—t -r r— 11 'a —I, a!I ?cis !':° actual mileage of the vehicle unless one of
=
o
the tollowmg statements is checked 0 1 the am -urt cl -! c g -.aria `s'-- e: ac ;s , _..+ or -7 2 The odometer reading is not the actual mileage
p�
,:fv!OUNT OF L1LN ' -_ :;= L� "! .C._ _s': IN 6a.CA Cr
m
16,500.11 5/9/89 lease Chrysler Capital Public Fi ,
purchase
¢z Z
L_r te. Kansas ity,
-106
Out
A P_Ilt
`
DEALER Enrich Jeep Eagle Inc 72
1: '� Ec'� _. IP _ -- •- .._� ••.o+eEfl POSITION
s
`� ' V
Colorado : J -- y,yr,
Jefferson
�_��•,
�EQLI, �'40fi-
C14
�URiSv; CNu f l0 O
FOR VAL'L- RECE -VED, I THE UNDEP.LZt.-D. TR,3t.L.-LA T=,= 'vZh,0C.E i.ESCRiCCD -"J THE F,:C- CF T: ,i —•TF.a,-E -0 J •
•
IN
NAME OP , /•+ `� Q"
ADDRESS
i
c'c ^^ _ - -
') E 'rY TO , " ST CF MY K (' , -. "%?� A ' ^ r ? `.l y r'F M J • - HAS NOT BEEN
.,.
F - =RE -.f •,3 CH ANY STA F \� •.T Th - . :c OF .E : - :f -.- -� .: �.,. _ -: ... _... _��.,:n. . ;",TEPESTS AND NONE
a
O,rIER AND WARnRANT TITLE TO THE 4E-IiCILE.
w'S
FEDERAL REGULATIONS REQUIRE YOU TO STATE THE ODOME,ZA MILEACZ UPON TRANSFER OF OWNERSHIP
m
I certify to the best of my knowledge that the odometer reading is and regects the actual mileage of the vehicle unless one of
o M
the following statements Is checked ❑ 1 the amount of mileage statad is in elicess of ?9,303 or O 2 The odometer reading is not the actual mileage
¢ z
AMOUNT OF LIEN CATE OF LIEN KIND OF -.-N IN FAV 29 OF
OZ
=w
Q L
Z
N ;n
CEO
C
..F.url r:oS
DEALER E`y.
NAME OF DEALERSHIP DE.�LE:+ -s LICENSE NO. ALiiiiORIZED SIGNATURE OF DEALER TITLE OR POSITION
Eeing duly swam upon oath says that the statements
S!zte of forth are trLe ecd correct. Subscribed and sworn
to me before me this
County cf day of 19 —.
Notary R oft Notary Seal
USE NCTARIZA -V4 C'JLY IF REOUIRcD IN TITLING JURISDICTION
i
F'-'R VALE= RLCE!VED, 1 THE UtJ==- :.3..-C, T, -, ;,' ;,. cr. THE VEH.ZLE DESCRIKD ON THE FACE OF THIS CcFT,F:CATE TO
NAME OF
PURCHASER(S) _
ADDRESS
AND CERTIFY TO THE BEST OF MY KNOWL` - ^GE. INFOPMATION AND EC !EF UNDER F =VA LTV CF LAW THAT THE VEHICLE !S NEW AND HAS NOT BEEN
RE315 T ERE tN TH S OR ANY STATE AND AT Te? T.41°_ OF CEUV•ERY THE SEn�.:! _ WAS SU3JECT TO THE FOLLOWING SECURITY INTERESTS AND NONE
OTHER AND WARRANT TITLE TO THE VEii;CLE.
w
FEDERAL REGULATIONS REQUIRE YOU TO STATE THE ODOMETER MILEAGE UPON TRANSFER OF OWNERSHIP
w
Jm
! certify to the best of my knowledge that the odometer reading is and reflect °.'he actual mileage of the vehicle unless one of
p �
the following statements is checked G 1 the amount of m!: -3ai;a sreted is in =,:teas at S3,_?3 or 0 2 The odometer reading is not the acwal mileage
_
.AWOL,.,- CF LEN LATE CF _cV K,,.= C.r �._,. � r " ".. -,.Sn �F
Ot-
�w
In
¢z
-
my
= -._
a to
ADDRESS -
DEALER BY:
N:.: ".E OF CEALERSn:P DE�:LER S L:::E "a "E NO. nC:iiZED S:GNATURE OF OcALER TITLE OR POSITION
Being duly swam uoon c_=th says that 'he Vatements
State of set forth are true and correct. Subscribed and sworn
tome beicre me tt•.:s
C ---. I/ c{ day of 19 —.
!rotary Pub:;c Notary Seal
_�,_ `ICTA.P'ZA -_N ONLY IN ?- .. _._.. T!CN
Acl r(a-i
-3, �
s /s /F�
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5
./ �
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.................... . . . . . : . . . .. .................. . . . . . . . . .
. . . . ..................... . . . . . . . . . . . . . : .......... : .................... . . . . . . . . . ......................
.............................
DATE.....................
.......... ...............................
. . . . . . . . ........... . . . . . . 111- . . . . . . . . . . . . . .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .. . . . . . .... . . .. . . ... . . . ................................................ .. . .. . . .. 11 ...................... . . . . . . . . . . ...................... . . . . . . . .
......................................................................................................................................................... ..........................1 "..' _....-................................................ ................-- .............
................ ......-- ............. . ................................................................................................. ......................... -- ........................... ..................... SIGNED .............................,
form N-NI 13 The Drawing B—d, Inc., Box 505, Dallas, Teras
RECIPIENT KEEP THIS COPY, RETURN WHITE COPY TO SENDER