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1990 Fire Pumper CNLNCNB COLORADO NATIONAL LEASING, INC. Agreement No. 88210 EQUIPMENT PURCHASE AGREEMENT (Municipal Purchase Agreement) This Agreement is made this 30th day of April , 1990 bet- ween Colorado National Leasing, Inc., a Colorado Corporation whose address is 950 Seventeenth St., Denver, Colorado 80202 ( "Seller") and Town of Avon whose address is P.O. Box 975, Avon, Colorado 81620 ( "Purchaser") . 1. PURCHASE AND SALE. Seller, upon the terms and conditions contained in this Agreement, hereby agrees to purchase from the vendor or manufacturer the property described on Exhibit "A" attached hereto (t:ze "Equipment "). Seller and Purchaser hereby further agree that, immediately upon Seller's purchase of the Equipment, Seller shall sell the Equipment to Purchaser and Purchaser shall purchase the Equipment from Seller. 2. TERM. This Agreement shall commence on the date hereof and unless sooner terminated as provided herein, shall expire upon the payment by Purchaser of the last Payment called for. by this Agreement. 3. PAYMENTS. Payments for the Equipment shall be in the amounts set forth in the Equipment Payment Schedule (Exhibit B attached hereto and made a part hereof). Purchaser shall pay Seller such payments in the amounts and at the times set forth on Exhibit B at the office of Seller in Denver, Colorado, or to such other person and /or at such other place as Seller may from time to time designate in writing. 4. SECURITY AGREEMENT. To secure the payment of all of Purchaser's obligations to Seller under this Agreement, Purchaser' grants to Seller a security interest in the Equipment (whether now owned or hereafter acquired) and in all additions, attachments, accessions, and substitutions to or for the Equipment. Purchaser agrees to execute such additional documents, including financing sta- tements, affidavits, notices and similar instruments, in a form satis- factory to Seller, which Seller deems necessary or advisable to establish and maintain its security interest in the Equipment. 5. TITLE TO EQUIPMENT. Title to the Equipment and any and all additions, repairs, replacements, or modifications to such Equipment shall be in the name of Purchaser and Seller shall have no right, title or interest in the Equipment or any additions, repairs, replace- ments or modifications thereto except as set forth in the Agreement. 950 Seventeenth Street Suite 2400 Denver, Colorado 80202 (303) 629 -7750 6. USE. Purchaser shall use the Equipment in a careful and proper manner and shall comply with all applicable governmental laws, ordinances and regulations in any way relating to the possession, use or maintenance of the Equipment. 7. PURCHASER'S INSPECTION; WARRANTY DISCLAIMER. (a) Purchaser shall inspect the Equipment within forty -eight (48) hours after receipt thereof. Unless Purchaser within such period of time gives written notice to Seller, specifying any defect in or other proper objection to the Equipment, Purchaser agrees that it shall be conclusively presumed, as between Seller and Purchaser, that Purchaser has fully inspected and acknowledged that the Equipment is in good condition and repair, and that Purchaser is satisfied with and has accepted the Equipment in such good condition and repair. At or prior to expiration of such inspection period, Purchaser shall execute and deliver to Seller a Certificate of Acceptance in the form attached as Exhibit C hereto. (b) Seller hereby assigns to Purchaser all manufacturer's warranties and guarantees, express or implied, with respect to the Equipment, to the extent such warranties and guarantees are assignable. Purchaser acknowledges that it selected each item of Equipment based on its own analysis and investigation from vendors chosen by Purchaser. Seller made no representations or warranties in connection with the Equipment or vendors. SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT AND EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING THE MERCHANTABILITY OF THE EQUIPMENT, ITS FITNESS FOR A PARTICULAR PURPOSE, ITS DESIGN, CONDITION OR WORKMANSHIP AND THE ENFORCEABILITY OF ANY WARRANTY OR GUARANTEE OF THE MANUFACTURER OF THE EQUIPMENT. 8. SELLER'S INSPECTION. Seller shall at any and all times during business hours have the right to enter into and upon the premises where the Equipment may be located for the purpose of inspecting the same or observing its use. 9. ALTERATIONS. Without the prior written consent of Seller, Purchaser shall not make any alterations, additions or improvements to the Equipment. 10. REPAIRS. Purchaser shall keep the Equipment in good repair and condition and shall bear all expenses of the maintenance and operation of the Equipment. 11. INSURANCE; LOSS AND DAMAGE; AGREED TERMINATION VALUE. Purchaser shall keep the Equipment insured against all risks of loss -2- 0 .0 or damage by fire and such other risks as are covered by endorsement commonly known as supplemental or extended coverage for the greater of the fair market value thereof or the "Agreed Termination Price" set forth in Exhibit B attached hereto with respect to the Equipment. Purchaser shall also carry liability and property damage insurance covering the Equipment in amounts not less than $150,000 in respect to bodily injury or death to any person in a single occurrence and not less than $400,000 in respect to bodily injury or death to two or more persons in a single occurrence and not less than $150,000 in respect to property damage. All such liability insurance shall insure both Seller and Purchaser and all such property damage insurance shall name Seller as Loss Payee as its interest may appear. Purchaser may effect such coverage under its blanket policies. No loss or damage to the Equipment or any part thereof shall impair any obligation of the Purchaser under this Agreement, which shall continue in full force and effect. In the event of loss or damage of any kind whatever to any item of Equipment, the proceeds of such insurance shall be applied to any item of Equipment: (a) To place the same in good repair, condition and working order, or replace the same with like Equipment in good repair, con- dition and working order; or (b) If, in the reasonable judgment of Seller, the Equipment is determined to be lost, stolen, destroyed or damaged beyond repair, Purchaser shall pay Seller therefor in cash, to the extent the insurance proceeds paid to Seller may be insufficient, the Agreed Termination Value set forth in Exhibit B determined as of the date of the last full payment made by Purchaser, plus interest on such Agreed Termination Value at the rate set forth in Exhibit B from the date of the last full payment until the date of such termination payment. 12. TAXES AND LIENS.. (a) Purchaser agrees to pay and to indemnify and hold Seller harmless from all license, sales, use, personal property or other taxes together with any penalties, fines or interest thereon imposed or levied with respect to the Equipment or the ownership, delivery, lease, possession, use, operation, sale or the disposition thereof, or upon the rentals or earnings arising therefrom. (b) Purchaser shall not directly or indirectly create, incur, assume or suffer to exist any security interest, lien or encumbrance on or with respect to any item of Equipment with the exception of the security interest granted by paragraph 4 of this Agreement. -3- 13. SELLER'S PAYMENT. In case of the failure of the Purchaser to procure or maintain insurance on the Equipment, pay taxes on or with respect to the Equipment or maintain the Equipment free and clear of any security interests, liens and encumbrances, as herein spe- cified, Seller shall have the right, but shall not be obligated, to effect such insurance, to pay such taxes, to discharge such security interest, liens and encumbrances or to do any other thing that it deems necessary or advisable to preserve or protect the value of the Equipment, and the cost thereof shall be repayable to Seller with the next scheduled payment. 14. DEFAULT. If the Purchaser shall fail to make any Payment within five (5) days after the same is due and payable, or if the Purchaser shall fail to observe, keep or perform any other provision of this Agreement for a period of ten (10) days after receipt of writ- ten notice of such failure, Seller shall have the right to exercise any one or more of the following remedies: (a) To terminate this Agreement and to sue for and recover all Payments then accrued and unpaid hereunder and all Payments which will accrue during the then current fiscal year of Purchaser. (b) To retain all Payments and to take possession of any or all items of Equipment, without further demand or notice and without any court order or other process of law, and either to remove the same or to resell the same to others. (c) To exercise any and all other rights available to a secured creditor under applicable law. 15. TERMINATION FOR NON - APPROPRIATION. It is the Purchaser's intention to make all Payments as required under this Agreement. The Purchaser represents that the Equipment and its use is essential to the performance of a necessary governmental function of the municipa- lity. A statement of essential functions, funding sources, and esti- mated useful life of the Equipment are described by Purchaser in Exhibit D and are made a part of this Agreement. However, if Purchaser does not appropriate funds for any fiscal year of Purchaser during the term hereof sufficient to pay the amounts due hereunder in such fiscal year and Purchaser has exhausted all funds legally available for payments due under this Agreement, Purchaser may, by written notice given to Seller no less than thirty (30) days after adoption of the budget for such fiscal year, terminate this Agreement with respect to Payments due beyond the end of the then current fiscal year. Upon such termination, Purchaser shall immediately convey and deliver the Equipment to Seller and pay all Payments due to Seller for periods prior to the date the Equipment is so conveyed and delivered -4- to Seller, and Seller may exercise all its rights under paragraph 14 Of this Agreement. If the provisions of the previous paragraph are utilized by Purchaser, Purchaser agrees not to purchase, lease or rent F and performing functions similar to those performed b the F �iPment use of the Equipment to be performed by any agency or agrees not to permit functions similar to those performed he uipment, t entity hired he Purchaser until the end of the stated and contemplated term of this Agreement. The restrictions imposed by this paragraph shall not apply if the Equipment, after conveyance by Purchaser to Seller, shall be sold by Seller for a net amount equal to or greater than the then applicable Termination Value as set forth in Exhibit B. amount received from such sale or disposition is less thanrthee net Termination Value, Purchaser may pay to Seller the amount of such deficiency, in which case the restrictions imposed by this paragraph shall not apply. Nothing contained in this Agreement shall constitute a pledge of the general tax revenues, funds or monies of Purchaser except amounts appropriated for the purpose of making Payments for the current fiscal year. 16. ASSIGNMENT. Without the prior written consent of Seller, Purchaser shall neither assign, transfer, pledge or hypothecate this Agreement, the Equipment or any part thereof, or any interest therein. Seller may assign this Agreement or interests in the Equipment, and Seller's assignee may also assign the same. All rights of Seller hereunder may be assigned, transferred, or otherwise disposed of, either in whole or in part, without notice to Purchaser; provided, however that no assignment of this Agreement or any interest therein shall be made except subject to the rights granted to the Purchaser by virtue of this Agreement; and provided further that no assignee of Seller shall be obligated to perform any duty, covenant or condition required to be performed by Seller under the terms of this Agreement. 17. PERSONAL PROPERTY. The Equipment is, and shall at all times be and remain, personal property notwithstanding that the Equipment may be affixed or attached to, or imbedded in, or permanently resting upon, real property or any building thereon, or attached in any manner to what is permanent as by means of cement, plaster, nails, bolts, screws or otherwise. 18. INDEMNITY; LIMITS OF LIABILITY. liability for and agrees y Purchaser hereby assumes and against any and gall sdebts, liabilities, obligations, claims and expenses, including court costs and attorney's fee and y s. incurred by or -5- asserted against Seller in connection with, arising out of or incident to the ownership, delivery, possession, use, operation, condition, sale or other disposition of any item of Equipment. Seller is not responsible for any repairs or service to the Equipment or any defects therein. Seller shall not be liable for any consequential, incidental or special damages of any character as a result of or arising out of this Agreement, or any item thereof including loss of profits, pro- perty damage or lost production, whether suffered by Purchaser or any other person. 19. INTEREST. Should Purchaser fails to pay any part of the Payments herein reserved or any other sum required by Purchaser to be paid to Seller, within 10 days after the due date thereof, Purchaser shall pay to the Seller interest on such delinquent Payment from the due date until paid at the rate of 18 %. 20. OPTION. Provided Purchaser is not in default in the perfor- mance of its obligations hereunder, Purchaser shall have the option, at any time after one year from the commencement of this agreement to terminate the Agreement by paying to Seller an amount equal to the Agreed Termination Value thereof set forth in Exhibit B at the date of the last full payment, plus interest on such Agreed Termination Value at the rate set forth in Exhibit B from the date of the last full payment until the date of termination of the this Agreement. Such option to terminate this Agreement shall be exercised by the payment of the Agreed Termination Value plus interest as herein provided to Seller at Seller's office in Denver, Colorado. 21. TAX EXEMPTION. The "Payment ", "Interest ", "Agreed Termination Value" and other computations set forth in this Agreement and exhibits attached hereto have been fixed and computed upon the assumption that the amount designated as "Interest" will be exempt from federal income taxation and state income taxation in the hands of the Seller and its assignees. If it is determined that such "Interest" payments are not so exempt, then the items of "Payment ", "Interest", "Agreed Termination Value". and related computations payable by the Purchaser to Seller shall be adjusted so as to provide Seller with the amount of such items as shall equal, on an after tax basis, the amount thereof set forth in this Agreement and Exhibits attached hereto. The method and timing of the payment of such adjust- ment shall be as mutually agreed upon promptly following notice to Purchaser of the need for such adjustment. 22. FINANCIAL STATEMENTS. Purchaser shall furnish to Seller, within sixty (60) days after the end of each fiscal year of Purchaser, financial statements of Purchaser which shall include a balance sheet and statement of revenue and expense of Purchaser for the quarter and -6- the year to date and such other information and reports as Seller shall reasonably request. All such financial statements shall be cer- tified to be true and correct by the appropriate officer of Purchaser. 23. NON- WAIVER. No waiver of any of the Purchaser's obligations under this Agreement shall be deemed to take place unless such waiver has been made in writing and signed by the Seller. Failure to exer- cise any remedy which Seller may have under this Agreement or any other acquiescence by the Seller in any default by the Purchaser shall not constitute a waiver of any obligation of Purchaser hereunder, including the obligation as to which Purchaser is in default. 24. CONCURRENT REMEDIES. No right or remedy conferred upon or reserved to the Seller in this Agreement is exclusive of any other right or remedy provided or permitted herein by law or equity; but each shall be cumulative of any other right or remedy given hereunder, or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith, or from time to time. 25. MODIFICATION. This Agreement constitutes the entire agreement between Seller and Purchaser and shall not be amended, altered or modified except in a writing signed by the parties hereto. 25. NOTICES. All notices required or permitted hereunder shall be sufficient if delivered personally or mailed to the parties at the address set forth herein or at such other address as either r designate in writing from time to time. Any such notice shall be y may effective 48 hours after it has been deposited in the United States mail, duly addressed and with postage prepaid. 27. GOVERNING LAW. This Agreement and other instruments or documents executed by the parties hereto, and the rights and duties of the parties hereto, shall be construed and enforced in accordance with the laws of the State of Colorado. 28. TIME. Time is of the essence of this Agreement and each and all of its provisions. 29. SEVERABILITY. If any provision in this Agreement or the application of such provision to any person or circumstance shall be invalid, illegal or unenforceable, the remainder of this Agreement or the application of such provision to persons or circumstances other than those to which it is invalid, illegal or unenforceable shall not be affected thereby. 30. ASSIGNMENT BY SELLER. No assignment or reassignment of any of Seller's right, title or interest in this Agreement or the -7- 0 .0 Equipment shall be effective unless and until Purchaser shall have received a duplicate original counterpart of the document by which the assignment or reassignment is made, disclosing the name and address of -each such assignee; provided, however, that if such assignment is made to a bank or trust company as paying or escrow agent for holders of certificates of participation in the Agreement, it shall thereafter be sufficient that a copy of the agency agreement shall have been depo- sited with Purchaser until Purchaser shall have been advised that such agency agreement is no longer in effect. During the Agreement term Purchaser shall keep a complete and accurate record of all such assignments in form necessary to comply with the United States Internal Revenue Code, Section 103(j), and the regulations, proposed or. existing, from time to time promulgated thereunder. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. SELLER: COLORADO NATIONA LEASING, INC. BYE =� ' 950 Seventeenth St., Ste. 240 Denver, Colorado 80202 PURCHASER: Town of Avon By �- ATTACHMENTS: Resolution No. 90 -3 of the Town of Avon Equipment Description (Exhibit A) Equipment Agreement Schedule (Exhibit B) Certificate of Acceptance (Exhibit C) Statement of Essential Functions (Exhibit D) Opinion of Counsel Addendum -8- rF� EXHIBIT -A i11'� Agreement No. 882- --1._ MUNICIPAL PURCHASE AGREEMENT Agreement Schedule No. 88210 EQUIPMENT LIST Vendor Description Pierce Fire Apparatus 1990 Pierce 4 Dr. Dash Custom 1250 GPM Pumper (Pierce #E -5377) Agreement No. 88210 EXHIBIT B SCHEDULE OF PAYMENTS Date of Agreement April 30, 1990 Commencement Date Principal Amount Due $190,224.00 Fiscal Year 1990 Total Amount Amount Remaining Termin- Due Payment Attributable Attributable Principal ation Date Amount to Principal to Interest Balance Value SEE ATTACHED SCHEDULE INCORPORATED HEREIN BY REFERENCE The attached Schedule is accepted and acknowledged as part of this Agreement between Town of Avon Purchaser and Colorado National Leasing, Inc. , Seller BILLING INVOICES SHALL BE SENT AS FOLLOWS: (MUST BE COMPLETED EVEN IF THE INVOICE ADDRESS IS UNCHANGED FROM THE ABOVE BUSINESS ADDRESS) Town of Avon P.O. Box 975 Avon, CO 81620 Attn: Co rado Nat' na�e sing . ! nc . Town of Avon Purchaser <` B 4a By Tit e a Dated �`• q�, Payment Due Number Date Initial Balance 1 5/1/91 2 5/1/92 3 5/1/93 4 5/1/94 5 5/1/95 6 5/1/96 7 5/1/97 Ally 0 , i Agreement No. 88210 EXHIBIT "B -1" EQUIPMENT PURCHASE SCHEDULE TOWN OF AVON Rent Designated Reduction of Balance of Agreed Payment Interest Principal Principal Option Price 190,224.00 193,457.81 36,237.42 14,761.38 21,476.04 168,747.96 171,616.68 36,237.42 13,094.84 23,142.58 145,605.38 148,080.67 36,237.42 11,298.98 24,938.44 120,666.94 122,718.28 36,237.42 9,363.75 26,873.67 93,793,27 92,336.76 36,237.42 7,278.36 28,959.06 64,834.21 65,936.39 36,237.42 5,031.13 31,206.29 33,627.92 34,199.59 36,237.42 2,609.50 33,627.92 0.00 0.00 UNLESS SOONER TERMINATED AS SET FORTH IN THE PURCHASE CONTRACT, THE TERM OF THIS PURCHASE CONTRACT RESPECTING EACH ITEM OF EQUIPMENT SHALL COMMENCE ON 5/1/90 AND EXPIRE ON 5/1/97' . AS PAYMENT FOR SAID EQUIPMENT, PURCHASER SHALL PAY SELLER THE SUM OF $253,661.94 PAYABLE IN annual INSTALLMENTS AS FOLLOWS: 7 PAYMENTS OF $36,237.42 IN arrears COMMENCING ON 5/1/91 WHICH SAID INSTALLMENTS INCLUDE INTEREST AT THE RATE OF 7.76% PER ANNUM. Agreement No. 88210 EXHIBIT C CERTIFICATE OF ACCEPTANCE The undersigned hereby certifies that it has received, inspected, approved and hereby accepts delivery of the following equipment upon the terms and conditions set forth herein and in that Equipment Purchase Agreement dated April 30, 1990 between the undersigned and Colorado National Leasing, Inc., a.Colorado cor- poration: 1. Description of Equipment: See Exhibit A attached hereto and by reference made a part hereof 2. Cost: The cost of the equipment is $ 190 =224.00 The undersigned further certifies that the foregoing equip- ment is in good order and condition, and conforms to the specifica- tions applicable thereto. The execution of this Certificate will in no way relieve or decrease the responsibility of the manufacturer of the equipment for any warranties it has made with respect to the same. The undersigned hereby requests Colorado National Leasing, Inc. to process payment in the amount of r 190,224.00 to the vendor. Dated: J own of Avon By jf�qWL ATTE urchas Agreement No, 88210 EXHIBIT D Statement of Essential Functions Funding Sources and Estimated Useful Life of Equipment The essential functions performed by.the Equipment described in Exhibit "A" shall be as follows: This firetruck is essential equipment for the Town of Avon to be used by the fire department. The specific funding sources utilized to make payments under this Agreement shall be as follows: From the 1990 budget, general funds and public safety department The estimated useful life to the Purchaser of the Equipment described in Exhibit "A" is as follows: Seven plus years TOWN OF AVON Dated: Title: mayor ADDENDUM To EQUIPMENT PURCHASE AGREEMENT DESIGNATION OF AGREEMENT AS A QUALIFIED TAX- EXEMPT OBLIGATION This Addendum is made a part of that certain Equipment Purchase Agreement No. 88210 dated as of aDril 30 19 90 (the "Agreement") by and between TOWN OF AVON ' Purchaser, and COLORADO NATIONAL LEASING, INC., as Seller, forsthe purpose of designating the Agreement as a "qualified tax - exempt obli- gation" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986. With respect to such designation, the Purchaser hereby agrees, warrants, and represents as follows: 1. The Agreement is designated by Purchaser as a "qualified tax- exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986. 2. The property which is subject to the Agreement will be owned and operated by the Purchaser in performance of its public pur- poses; said property will not be subject to the use or control of any entity other than Purchaser. 3. Purchaser agrees that it has not designated and will not designate more than $10,000,000 of tax - exempt obligations during the current calendar year as qualified tax - exempt obligations. Purchaser reasonably expects to issue no more than $10,000,000 of tax - exempt obligations during the current calendar year. 4. For purposes of Paragraph three (3) of this Addendum, the amount of tax- exempt obligations stated as either issued or designated as qualified tax - exempt obligations includes tax - exempt obligations issued by all subordinate entities of Purchaser, as provided in Section 265(b)(3)(E) of the Internal Revenue Code of 1986. EXECUTED THIS 25th DAY OF May 19 90 OF EXECUTION AND DELIVERY OF THE AGREEMENT. ' THE DATE PURCHASER: TOWN OF AVON By: Title: 4% Miavor SELLER: COLORADO NATIONAL LEASING, INC. By:\ 4' Title: INSURANCE CONFIRMATION "" COLORADO NATIONAL LEASING, INC. 950 Seventeenth Street, Suite 2400 Denver, Colorado 80202 IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF OUR LEASE AGREEMENT, THE LEASED EQUIPMENT WILL BE INSURED AS FOLLOWS: N/A NAME INSURANCE HAS BEEN /WILL BE OBTAINED FROM: 950 S. Cherry St., Ste. 800, Denver, CO 80222 AGENT'S ADDRESS (303) 757 -5475 AGENT'S PHONE (INCLUDE AREA CODE) Colorado Intergovernmental Risk Sharing Agency INSURANCE COMPANY THE AGENT NAMED ABOVE WILL PROVIDE BOTH PHYSICAL DAMAGE COVERAGE AGAINST "ALL RISKS" OF DIRECT PHYSICAL LOSS OR DAMAGE IN AN AMOUNT TO EQUAL THE TOTAL DELIVERED EQUIPMENT COST UNDER ALL LEASES WITH COLORADO NATIONAL LEASING, INC. NAMED AS LOSS PAYEE AND LIABILITY COVERAGE FOR AT LEAST $ 400,000.00 COMBINED SINGLE LIMIT WITH COLORADO NATIONAL LEASING, INC. NAMED AS ADDITIONAL INSURED IN RESPECT TO LEASED EQUIPMENT ONLY. THE POLICY WILL PROVIDE FOR THIRTY (30) DAYS NOTICE TO COLORADO NATIONAL LEASING, INC. IN THE EVENT OF CANCELLATION OR ALTERATION. Tom of Avon LESSEE 83-0019/14 R0590 SIGNATURE ORDINANCE NO. 90 -3 SERIES OF 1990 AN ORDINANCE AUTHORIZING EXECUTION OF CERTAIN EQUIPMENT LEASE AGREEMENT BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO: Section 1. That certain Equipment Lease Agreement, together with Exhibits, copy of the agreement is attached hereto as Addendum I, and the terms of this agreement are hereby approved and hereby authorized. Section 2. The Mayor and Town Clerk are hereby authorized and directed to execute said Equipment Lease Agreement. INTRODUCED, PASSED ON FIRST READING, APPROVED AND ORDERED POSTED, this 9th day of May, 1990, and a public hearing on this ordinance shall be held at the regular meeting of the Town council of the Town of Avon, Colorado, on the 22nd day of May, 1990, at STATE OF COLORADO ) COUNTY OF EAGLE ) SS TOWN OF AVON ) NOTICE IS HEREBY GIVEN OF A PUBLIC HEARING BEFORE THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO, AT 7:30 P.M. ON THE 22ND DAY OF MAY, 1990, AT THE TOWN HALL FOR THE PURPOSE OF CONSIDERING THE ADOPTION OF ORDINANCE NO. 90 -3, SERIES OF 1990: AN ORDINANCE AUTHORIZING EXECUTION OF CERTAIN EQUIPMENT LEASE AGREEMENT A copy of said Ordinance is attached hereto, and is also on file at the office of the Town Clerk, and may be inspected during regular business hours. Following this hearing the Council may consider final passage of this Ordinance. This notice is given and published by order of the Town Council of the Town of Avon, Colorado. LAW OFFICES COSGRIFF, DUNN & ABPLANALP A PARTNERSHIP INCLUDING A PROFESSIONAL CORPORATION May 25, 1990 Colorado National Leasing, Inc. 950 Seventeenth Street Suite 2400 Denver, Colorado 80202 Re: Equipment Purchase Agreement Gentlemen: IN LEAOVILLE: COSGRIFF, DUNN S BERRY P. O. BOX II LEADVILLE, COLORADO 60461 (719) 486 -1865 We have acted as counsel to the Town of Avon in connection with the execution and delivery of an Equipment Purchase Agreement, including the Equipment Purchase Sched- ules, Exhibits and Certificates attached thereto, dated May 25, 1990, between Colorado National Leasing, Inc., a Colorado corporation, and Town of Avon, pursuant to which Town of Avon has agreed to purchase the equipment referred to in the Equipment Purchase Agreement on the terms therein contained. In rendering this opinion, we have examined copies of the Equipment Purchase Agreement, and the Equipment Purchase Schedules as well as such other documents, records, certificates and legal matters as we have deemed relevant and necessary as a basis for our opinion hereinafter set forth. Based on the foregoing, it is our opinion that: 1. Town of Avon has all requisite power and authority to purchase the property which is the subject of the Equipment Purchase Agreement and has all requisite power and authority to enter into such Equipment Purchase Agree- ment, each Equipment Purchase Schedule and the Certificate of Acceptance attached thereto. 2. The Equipment Purchase Agreement and each Equipment Purchase Schedule has been duly authorized, executed and delivered by the Town of Avon and constitute the legal, valid and binding obligations of the Town of THE PROFESSIONAL CORPORATION IS DUNN & ABPLANALP, P.C.IN VAIL. VAIL NATIONAL BANK BUILDING JOHN W. DUNN PETER COSGRIFF SUITE 300 ARTHUR A. ABPLANALP, JR. 108 SOUTH FRONTAGE ROAD WEST ALLEN C.CHRISTENSEN VAIL,COLORADO 81657 TIMOTHY H. BERRY TAMRA B. NOTTINGHAM TELEPHON E�(303) 476 -7552 TELECOPIER: (303) 476-4765 May 25, 1990 Colorado National Leasing, Inc. 950 Seventeenth Street Suite 2400 Denver, Colorado 80202 Re: Equipment Purchase Agreement Gentlemen: IN LEAOVILLE: COSGRIFF, DUNN S BERRY P. O. BOX II LEADVILLE, COLORADO 60461 (719) 486 -1865 We have acted as counsel to the Town of Avon in connection with the execution and delivery of an Equipment Purchase Agreement, including the Equipment Purchase Sched- ules, Exhibits and Certificates attached thereto, dated May 25, 1990, between Colorado National Leasing, Inc., a Colorado corporation, and Town of Avon, pursuant to which Town of Avon has agreed to purchase the equipment referred to in the Equipment Purchase Agreement on the terms therein contained. In rendering this opinion, we have examined copies of the Equipment Purchase Agreement, and the Equipment Purchase Schedules as well as such other documents, records, certificates and legal matters as we have deemed relevant and necessary as a basis for our opinion hereinafter set forth. Based on the foregoing, it is our opinion that: 1. Town of Avon has all requisite power and authority to purchase the property which is the subject of the Equipment Purchase Agreement and has all requisite power and authority to enter into such Equipment Purchase Agree- ment, each Equipment Purchase Schedule and the Certificate of Acceptance attached thereto. 2. The Equipment Purchase Agreement and each Equipment Purchase Schedule has been duly authorized, executed and delivered by the Town of Avon and constitute the legal, valid and binding obligations of the Town of THE PROFESSIONAL CORPORATION IS DUNN & ABPLANALP, P.C.IN VAIL. Colorado National Leasing, Inc. Page Two May 25, 1990 Avon, enforceable against the Town of Avon in accordance with their respective terms. 3. The execution, delivery and performance by Town of Avon of the Equipment Purchase Agreement, each Equipment Purchase Schedule and the Certificate of Accep- tance will not violate or contravene any provision of the existing Colorado or federal law or any order of any court or governmental agency having jurisdiction, the Town Char- ter, or any mortgage, indenture, security agreement or other instrument to which the Town of Avon is a party or by which it, or any of its property, is bound. Yours very truly, COSGRIF , DUNN Jdhn W. Dunn JWD:kem cc: Town of Avon & ABPLANALP COLORADO NATIONAL LEASING, INC. 950 Seventeenth Street, Suite 2400 Denver, Colorado 80202 �y n(U `I�JY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF OUR PURCHASE AGREEMENT NUMBER 88210 , THE EQUIPMENT WILL BE INSURED AS FOLLOWS: INSURANCE HAS BEEN /WILL BE OBTAINED FROM: AG herry St., Ste. 800, Denver, CO 80222 AGENT'S AD X (303) 757 -5475 AGENT'S PHONE (INCLUDE AREA CODE) XColorado Intergovernmental Risk Sharing Agency INSURANCE COMPANY THE AGENT NAMED ABOVE WILL PROVIDE BOTH PHYSICAL DAMAGE COVERAGE AGAINST "ALL RISKS" OF DIRECT PHYSICAL LOSS OR DAMAGE IN THE AMOUNT OF $ 200,000.00 WITH COLORADO NATIONAL LEASING, INC. NAMED AS LOSS PAYEE AND LIABILITY COVERAGE FOR AT LEAST $1,000,000 COMBINED SINGLE LIMIT. THE POLICY WILL PROVIDE FOR THIRTY (30) DAYS NOTICE TO COLORADO NATIONAL LEASING, INC. IN THE EVENT OF CANCELLATION OR ALTERATION. TOWN OF AVON PURCHASER ESCROW AGREEMENT ---------- - - - - -- Town of Avon ( "Avon "), Colorado National Leasing, Inc. ( "CNL") and FirstBank of Avon ( "Escrow Agent ") hereby agree, each in consider- ation of the premises and each in consideration of the promises and undertakings of the others hereunder, that the Escrow Agent shall deal as follows with the amount of approximately $190,224 which may hereafter be deposited with it subject to this Escrow Agreement: 1. The Escrow Agent shall notify Avon of the receipt of the above described deposit in Escrow, if made, with reasonable promptness. 2. The amount deposited in Escrow hereunder shall be held by the Escrow Agent Certificate of Deposit styled as follows: FirstBank of Avon, Escrow for Colorado National Leasing, Inc./ Town of Avon. The deposited amount shall be collateralized in accordance with appropriate regulations concerning public monies. Interest of -7.2 ___% shall be credited to such account until December 1, 1990, afterwhich interest shall be applied at prevailing money market rates until time of withdrawl. If the monies are withdrawn prior'to December 1, 1990, standard certificate of deposit early withdrawl penalties will be assessed. 3. The Escrow Agent shall pay out funds from the Escrow Account in accordance with written instruction received from time to time signed by CNL and Avon 4. Interest accruing on the balance maintained by the Escrow Agent in the Certificate of Deposit shall be paid over monthly to Avon in such manner as may be agreed upon between the Escrow Agent and Avon. 5. If any balance remains in the Escrow account created hereby on January 31, 1991, said balance and interest, as provided in paragraph 4 shall be paid over by the Escrow Agent to Avon, provided however, that Avon will be entitled to the payment of any such balance only upon receipt by the Escrow Agent, of a sworn statement signed by an officer of Avon that Avon has finally and unconditionally accepted all equipment to be leased from CNL, and that it has no further rights to return any part of such equipment or to receive refunds therefore, and receipt of notice from CNL that Avon has executed a Certificate of Acceptance covering all equipment. 6. At such time as no balance remains in the escrow account established hereunder, this Escrow Agreement shall terminate and the Escrow Agent shall have no further duty or liability hereunder. 7. Statements of the Escrow Account established hereunder shall be rendered monthly to CNL and Avon provided that no liability of the part of the Escrow Agent shall arise by reason of its inadvertent failure to deliver such Statement. Dated at Avon, Colorado this 25th day of Mav , 19 90 I MW rl i � AV By: ,� 0 AGREEMENT CONCERNING DEPOSIT IN ESCROW -------------------------------- - - - - -- Avon and Colorado National Leasing, Inc. ( "CNL ") hereby agree as follows concerning payments to be made by the Escrow Agent from the Efrom the Escrow Account established under the above Escrow with Agreement with FirstBank of Avon. 1. Upon completion of all its documentation requirements in connection with the execution of Equipment Lease Agreement Number 88210 between the parties, CNL will deposit the full amount of the cost of the Equipment covered by said Lease, less the amount that has been paid by CNL to date to purchase equipment covered by the Lease, into the Escrow Account under the said Escrow Agreement. 2. Upon receipt of proper invoices from the vendor accompanied by appropriate authorization by Avon of payment to the said vendor by CNL, CNL will, upon receipt of documents whereby Avon unconditionally accepts the equipment for which funding is requested, direct the Escrow Agent to pay over to said vendor from the Escrow Account sufficient funds to pay such invoice of invoices. 3. The Escrow Agent is not a party to this Agreement concerning deposit in Escrow, is not charged with notice of any provision or tercet of any Agreement between Avon and CNL, and shall have no duty of inquiry concerning the same. Dated this 30th day of May TOWN OF AVON By: COLD O NAT By: -� 19 90 vim.