TC Ord. No. 1982-28T - 1
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AN ORDINANCE AUTHORIZING EXECUTION OF
CERTAIN EQUIPMENT LEASE AGREEMENTS
BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF
AVON, COLORADO:
Section 1.
TOWN OF AVON
ORDINANCE No. -1',,1332-23
SERIES OF 1982
Those certain Equipment Lease
Agreements, together with their Exhibits A, B, and C, copies
of which agreements are attached hereto as Addenda I, II and
III, and the terms of each are hereby approved, and the
acquisition of the municipal properties described therein
are hereby authorized.
Section 2. The Mayor and Town Clerk are hereby
authorized and directed to execute each of said Equipment
Lease Agreements.
INTRODUCED, PASSED ON FIRST READING, APPROVED AND ORDERED
POSTED, THIS 23rd day of ?1o4,iei ber , 1982
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 21st day of Dece:nbe-,. , 1982 at
12:00 noonin the Municipal Building of the Town of Avon,
Colorado.
Allan R. Nottingham ayor
INTRODUCED, PASSED ON SECOND READING, APPROVED AND ORDERED
POSTED THIS 21st- DAY OF Dece°,ber , 1982.
""V~
TE Allan R. N ttingh , mayor
Patricia J. ITclyle, Town /Clerk
TOWN OF AVON
ORDINANCE No. #82-27
SERIES OF 1982
AN ORDINANCE RELATING TO REVENUE AND AMEND-
ING THE MUNICIPAL CODE OF THE TOWN OF AVON
TO ESTABLISH A SALES TAX RATE OF 4%, TO
PROVIDE PROCEDURES FOR SALES TAX COLLECTION
AND PROVIDING PENALTIES FOR THE VIOLATION
HEREOF.
BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF
AVON, COLORADO, AS FOLLOWS:
Section 1.
Amendment.
Chapter 3.08 of Title 3 of the
Municipal Code of the Town of Avon is repealed and re-
enacted to provide as follows:
3.08.010 Definitions. When used in this chapter,
the following words and phrases shall have the following
meanings unless from the context it clearly appears that
different meaning is indicated:
(a) "Director of Finance" or "Director" means the
person duly appointed to that office by the Town Manager.
The term shall include any designee of the.Director.
(b) ",Sale" or "Sale and Purchase" means a sale or
exchange of any type, including a sale for cash, an install-
ment or credit sale, an exchange and any other transaction,
whereby the title or possession of tangible personal proper-
ty, as that term is herein defined, is,assigned or transfer-
red, conditionally or otherwise, for a consideration of any
nature.
(c) "Retail Sale" means and includes every sale,
as herein defined, made within the boundaries of the Town,
except a sale to a purchaser, other than to the consumer or
user of the property sold, who intends to re-sell or to
lease the same to the user or consumer.
sale.
(d) "Retailer" means any person making a retail
(e) "Taxpayer" means either the person obligated
to pay the tax levied by this Chapter, or the person ob-
ligated to collect and account for the same to the Director
of Finance.
(f) "Religious, charitable or eleemosynary
institution" means any institution which is a charitable
institution exempt from income taxation under the Internal
Revenue Act of the United States.
(g) "Tax" means either the amount required to be
paid by a taxpayer upon the sale, purchase or use of an item
of tangible personal property or the aggregate amount of
monies collected by a retailer upon which such retailer is
obligated to account to the Director of Finance.
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(h) "Tangible personal -property" means corporeal
personal property of all types. The term shall not,
however, include newspapers, as defined by Section
24-70-102, C.R.S. 1973.
(i) "Purchase price" means the price to the
consumer, exclusive of any direct tax imposed by the federal
government, by the State of Colorado,. or by this chapter.
In the case of all retail sales involving the exchange of
property, the purchase price of the property received in the
exchange shall-be'the total value of:'any property exchanged
therefor, which is'to be held for resale, or for lease, by
the other party.
Cj) "Gross taxable sales" means the total amount
received in money, credits, property, or other considera-
tion, valued in money for the total>sales at retail made by
the retailer within the Town during any reporting period.
3.08.020 Taxable Items. There shall be collected
and paid as a tax the amounts stated in Subsection 3.08.030
upon the following:
(a) On the purchase price paid or charged upon
all retail sales and purchases of tangible personal property
within the boundaries of the Town of Avon.
(b) 'Upon the amount paid :fors, all meals, including
cover charges, if any, furnished int-any restaurant, eating
house, hotel drug store, club, resort, or "such place at
which meals or food are sold to the public.
3.08.030 Sales Tax Levy. (a) There is hereby
imposed upon all sales of all items specified in Section
3.08.020 within the boundaries of the Town of Avon a tax
equal to four per cent of-gross receipts derived from sales
of tangible personal property and services pursuant to,this
chapter.
(b) In addition to the tax levied by subsection
(a) hereof, there is also hereby. levied a tax, based upon
rental fee, price or other consideration paid or received
therefor, upon the rental or lease of any room, rooms or
mobile homes for lodging purposes in any hotel, motel,
lodge, resort, club, rooming house, apartment building or
other establishment, making such rooms available to the
public, where the period of lodging for which such rental
fee, price of other consideration is paid or received shall
be less than thirty (30) days. The tax hereby levied shall
be based upon the same schedule as is set forth in Sub-
section (a) hereof and the person, partnership, corporation
or other entity making such rooms,available-shall, for all
purposes of'this chapter, be deemed to-be-a "retailer" as
defined in Section 3.08.010.
(c) The retailer shall add'the tax-imposed hereto
to the sale or charge of the item sold, showing such tax
a separate and distinct item,
shall constitute-a part of such
debt from the purchaser to the
shall be recoverable at law in
debts.
and,a-when added, such tax
price or chargge, shall be
retailer until paid, and
the same manner as other
as
a
3.08.040 Exem t Items. The-sale of the following
classes of tang ble~personal property are exempt from the
tax imposed by Section 3.08.030.
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(a) Motor vehicles, trailers, and semi-trailers,
registered outside of the Town of Avon.
(b) Sales of tangible personal property where
both the following conditions exist:
(1) The sales are to parties who are residents
of, or doing business in, the State of Colorado
but outside the Town of Avon; and (2) the articles
purchased are to be delivered to the purchaser
outside the Town by common carrier or by the con-
veyance of the seller or by mail.
(c) Sale of fuel used for the operation of
internal combustion engines.
(d) Sales of medicine, medical supplies, orthope-
dic braces and appliances, dental appliances, hearing aids,
crutches, wheel chairs, eye glasses, or other mechanical
contrivances when purchased with a licensed practitioner's
written prescription.
(e) Sales of goods manufactured within the Town
and sold directly by the manufacturer to a common carrier
operating in interstate commerce as the ultimate consumer
thereof.
(f) Sales of electrical energy, gas or telephone,
telegraph and cable television services and the sale or
furnishing of steam or other heat.
3.08.050 Exempt Taxpayers. Sales to the follow-
ing classes of taxpayers shall be exempt from the tax
imposed by this Chapter:
(a) Sales to the United States Government; to the
State of Colorado, its departments or institutions, and to
the political subdivisions thereof,-in their governmental
capacity only; in all sales to the Town; providing, however,
that. no commercial, industrial, or other banking
institution, organized or chartered by the United States
Government, any agency or department thereof, or by the
State of Colorado, shall be considered a governmental
institution for the purpose of this exemption.
(b) Sales to religious, charitable, and
eleemosynary institutions, in the conduct of their regular
religious, charitable, and eleemosynary functions and
activities.
(c) Nothing herein contained shall be deemed to
exempt from the tax levied by this chapter sales of building
material or supplies to be used by a contractor for the
construction of an improvement for any of the institutions
or agencies enumerated in Subsections (a) or (b) above.
3.08.060 Burden of Providing Exemptions
Disputes. The burden of proof that any retailer is exempt
from'collecting'a,.tax upon any goods sold and paying same to
the Director of Finance, or from making return for the same,
shall be on the retailer under such reasonable requirements
of proof as the Director may prescribe. Should a dispute
arise between any purchaser and seller as to whether or not
any retail sale is exempt from taxation hereunder, neverthe-
less, the seller shall collect and the purchaser shall pay
such tax; and the seller shall thereupon issue to the
purchaser a receipt, or certificate, on forms prescribed by
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the Director, showing the names of the seller and purchaser,
the items purchased, the date, price, amount of tax paid,
and a brief statement of the claim of exemption. The
purchaser thereafter may apply to the Director for a refund
of such taxes, and it shall then be the duty of the Director
to determine the question of exemption. In any case where
the Town refunds any taxes, it may collect from the retailer
the amount of taxes retained by him as a fee which is
attributable to the transaction.
3.08.070 Unlawful to Advertise Absorption of Tax.
It shall be unlawful for any retailer- to'advertise, to hold
out or to state to the public or to any consumer, directly
or indirectly, that the tax or any part'thereof imposed by
this chapter will be assumed or absorbed by the retailer, or
that it will not be added to the selling price of the
property sold; or if added, that any part thereof will be
refunded.
3.08.080 License for Retailer. It shall be
unlawful for any person to engage in the business of making
retail sales, as the same is defined herein, without first
having obtained a license therefor, which license shall be
granted and issued by the Director of Finance, and shall be
in force and effect until suspended or revoked.
3.08.090 When License Not Required. No license
shall be required for any person engaged exclusively in the
business of selling commodities which are exempt from
taxation under this chapter.
3.08.10 Itinerant Vendors. Any retailer who does
not intend to be actively engaged in selling for a period
greater than three (3) consecutive months, shall, prior to
obtaining said license, deposit with the Director of Fi-
nance, a cash or surety bond in,the amount of'Sixty Dollars
($60.00) for the benefit of the Town, in such form as may be
approved by the said Director of Finance, which bond shall
be conditioned upon and authority for the payment of the
retail sales taxes due or to become due. Such retailers
shall make reports of the amount of taxes collected, shall
pay the same to the Town of Avon upon such forms and at such
items as the Director of Finance may require. A failure to
make such report or to pay any tax due at the time specified
shall cause an immediate suspension to the license and the
forfeiture of the bond posted.
3.08.11 Duty to Keep Books and Records. It shall
be the duty of every person required by 'the provisions of
Section 3.08.08 to obtain a sales tax license,, to keep and
preserve suitable records of all sales made by him, and such
other books or accounts as may be necessary to determine the
amount of tax for the collection of which he is liable
hereunder. It shall be the duty of every such person to
keep and preserve for a period of three (3) years all
invoices of goods and merchandise purchased for resale, and
all such books, invoices and other records shall be open for
examination at any time by the Director of Finance or his
duly authorized agents.
3.08.12 Sales Tax Return. (a) Every person,
partnership or corporation required to obtain a sales tax
license pursuant to the provisions of'Section 3.08.08 shall
file a sales tax return, upon forms approved by the Director
of Finance, 'not less than once every thirty (30) days for
the preceding calendar month; providing, however, that, if
the accounting methods regularly employed by the licensed
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retailer in the transaction of his business, or other
conditions, are such that reports of sales made on a calen-
dar monthly basis will impose unnecessary hardship, the
Director may, upon request of said retailer, accept reports
at such intervals as will, in his opinion, better suit the
convenience of the taxpayer, and will not jeopardize the
collection of the tax; and provided further, that a retailer
doing business in two (2) or more places or locations may
file one (1) return covering all such business activities in
the Town.
(b) The returns so filed shall contain such
information as may enable the Director to accurately deter-
mine the amount of tax collected by the person, partnership
or corporation filing the return, but, in all cases, shall
contain the following information:
(1) The amount of gross taxable sales made
for which the return is filed;
(2) The total sales price of all property
returned by the purchaser as a result of a return
of goods sold by the retailer, provided, the
original sale was a taxable transaction;
(3) The total fair market value of any
property received by the retailer as a result of
an exchange of property; provided the property so
received is held by the retailer to be sold or
leased to a user or consumer in the regular course
of his business;
(4) The total amount of retail sales which
are exempt from the tax imposed by Section 3.08.03
by reason of the provisions of sections 3.08.04
and 3.08.05;
(5) The total amount of sales made on
credit, the obligation for which is not secured by
a conditional sales contract, chattel mortgage or
other security instrument entitling the retailer
to repossess the item sold, which are found to be
worthless and which may be deducted as bad 'debts
on the retailer's federal income tax return.
(c) The return shall be accompanied by an amount
equal to the sales tax required to be collected by the
retailer but which in no case, shall be less than the amount
actually collected, nor less than four per cent (4%) of the
figure derived by subtracting from the gross taxable sales,
as reflected on the return, the total sales described in
Subsections (b) (2) , - (3) , - (4) and - (5) , above as
reflected on the return; provided, however, the retailer may
deduct from the total tax due an amount equal to one and
six-tenths per cent 1.6%) of the sales,:tax required to be
collected, which may be retained by the retailer as a fee
for collecting said tax.
-(d) All other person, partnerships and corpo-
rationsosball pay to the Director-the amount of any tax due
under the provisions of Section 3.08.03 not less than
fifteen (15) days after the date that said tax becomes due.
3.08.13 Examinations of Returns-Refunds--
Deficiencies.- As. soon as practicable after any sales tax
return is 1 ed, the Director of Finance shall examine it,
and if it then appears that the correct amount of tax to be
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remitted is 'greater or less than that shown in the return,
the tax shall be recomputed.
If the amount paid exceeds that which is due, the
excess shall be refunded or credited against any subsequent
remittance from the same taxpayer.
If the amount paid is less than the amount due,
the difference together with interest thereon at the rate of
one and,one-half per cent (1h%) per month from the time the
return was due, shall be paid by the vendor within fifteen
(15) days, after written notice and demand to him from the
Director.
3.08.14 Penalty, Disregard 'for Rules.
If any part of the deficiency is due to negligence or
intentional disregard of authorized rules and regulations
with knowledge thereof, but without intent to defraud, there
shall be added ten per cent (10%) of the total amount of the
deficiency; and in such case, interest shall be collected at
the rate of one and-one-half per cent (1h$) per month on the
amount of the deficiency from the time the return was due,
from the person required to file the return, which interest
and addition shall become due and payable within fifteen
(15) days after written notice and demand by the Director of
Finance.
3.08.15 Penalty; Fraud. If any part of the
deficiency is due to fraud with the intent to evade the tax,
then there shall be added fifty per cent (50%) of the total
amount of the deficiency, and in.such case the whole amount
of the tax unpaid, including the additions, shall become due
and payable fifteen (15) days after written notice and
demand by the Director of Finance and an additional one and
one-half per cent (1h$) per month on said amounts shall be
added from the date the return was due until paid.
3.08'.16 Service charge; Returned Checks. If a
check in payment of any sales or-use tax is returned unpaid,
a processing charge of Five Dollars ($5.00) will be added to
any amount due and owing.
3.08.17 Investigation of Retailer's Books. For
the purpose of ascertaining the correctness of a return, or
for the purpose of determining the amount of tax due from
any taxpayer, the Director of Finance may hold investiga-
tions and hearings concerning any matters covered by this
section, and may examine any relevant books, papers, re-
cords, or memoranda of any such person, requiring the
attendance of such taxpayer, or any officer or employee of
such taxpayer, or of any person having knowledge of such
sales, and taking such testimony and proof as may be neces-
sary to properly ascertain any tax liability. The Director
shall have power to administer oaths to any person in the
course of such investigations or hearings.
3.08.18 Dearing, Subpoenas and Witngss Fees. All
subpoenas issued under the terms of this chapter may be
served by any person eighteen (18) years of age or older.
The fees of witnesses for attendance and trial.shall be the
same as the fees of witnesses before the District Court,
such fees to be paid when the witness is excused from
further attendance. When the witness is'subpoenaed at the
instance of the Director of Finance, such fees shall be paid
in the same manner as other expenses under the terms of this
chapter, and when a witness is subpoenaed at the instance of
any party to any such proceeding, the Director may require
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that the cost of service of the subpoena and the,fee of the
witness be borne by the party at whose instance the witness
is summoned. In such case, the Director, in his discretion,
may require a deposit to cover the cost of such service and
witness fee. A subpoena issued as aforesaid shall be served
in the same manner as a subpoena issued out of a court of
record.
3.08.19 Judge Compels Attendance. Any judge of
the District Court of the Fifth Judicial District of the
State of Colorado, either in term time or vacation, upon the
application of the Director of Finance, may compel the
attendance of witnesses,-the production of books, papers,
records or memoranda, and the giving of testimony before the
Director of Finance or any of his duly authorized agents, by
an attachment for contempt, or otherwise, in the same manner
as production of evidence may be compelled before said
Court.
3.08.20 Sales Tax Information Confidential. (a)
Except in accordance with judicial order, or as otherwise
herein provided, the Town shall not divulge any information
gained from any return filed or as a result of any
investigation or hearing held pursuant to the provisions of
this section.
(b) Nothing contained in this subsection shall be
construed to prohibit:
(1) The delivery to a person, or to his duly
authorized representative, of a copy of any return
filed in connection with his tax;
(2) The publication of statistics so
classified as to prevent the identification of
particular reports or returns and the items
thereof;
(3) The inspection by the Town Attorney, or
any other legal representative of the Town, of the
return or other information relating to any
taxpayer who may become involved in litigation
with the Town in which the said information may
become material.
(c) Reports and returns shall be preserved for
three (3) years and, thereafter until the Director, of
Finance, with the approval of the Town Manager, shall order
them destroyed.
3.08.21 Estimated Taxes and Assessment Thereof.
(a) If any person neglects or refuses to make a.return for,
or payment of any of the taxes levied by this-chapter when
the same become due, the Director of Finance shall, at some
date subsequent to fifteen (15) days after the date for the
making of' such return or the payment of such taxes, give
written notice to the person responsible for making said
return or paying said taxes or the lack of the filing of
such return or payment of said taxes, which notice shall
notify the taxpayer, or other person responsible for the
return of the tax, that the same must be paid within fifteen
(15) days from the date of the receipt of said notice.
(b) If the return is not filed, or the taxes are
not paid, within fifteen (15) days after receipt of said
notice, the Director may make an estimate, based upon such
information as may be available to him, of the amount of
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taxes due for the period or periods for which taxpayer is
delinquent and shall add thereto a penalty in an amount
equal to ten per cent (10%) of said estimated tax, together
with interest on said estimated tax at the rate of one and
one-half per cent (1h%) per month from the due date thereof,
and may assess said amount against the delinquent taxpayer
by giving said taxpayer written notice thereof, which notice
shall require the taxpayer either to pay the amount assessed
by the Director of Finance or to petition him for a
correction of said estimate within a period of ten (10) days
thereafter. Any such petition for correction shall be in
writing and any facts or figures in support thereof shall be
submitted upon the oath of the taxpayer. The Director shall
consider the matters submitted by the taxpayer and shall
make a decision as to the proper amount of taxes, penalty
and interest due, which decision shall be final and binding.
3.08.22 Un aid Tax A Prior Lien. (a) The taxes
imposed by Section 3.08.03 shall be a first and prior lien
upon the goods and business fixtures owned or used by any
retailer required by the provisions of Section 3.08.12 to
submit a return and make payment of the taxes collected,
except the stock of goods held for sale in the ordinary
course of business, until said taxes are paid in full.
(b) The lien created 'by (a) above shall be
construed to be liens and encumbrances upon the specific
items of personal property therein enumerated, and shall
take precedence over all other liens, encumbrances or claims
of whatsoever nature and shall immediately attach to such
items without the necessity of the filing of any notice of
lien thereof.
3.08.23 Sale of Stock or Quitting Business. (a)
Any retailer who shall sell out 'his business or stock of
goods or who shall quit business, shall be required to
prepare and file a sales tax return as provided in this
chapter within fifteen (15) days subsequent to the date of
the completion of said sale, or the quitting of business and
the purchaser thereof, if any, shall be required to withhold
sufficient of the purchase money to cover the amount of said
tax due and unpaid, until such time as the said retailer
shall produce a receipt from the Director of Finance showing
that all such taxes have been paid-and that no further taxes
are due.
(b) If the purchaser of a business or stock of
goods shall fail to withhold the purchase money as above
provided, and the tax shall be due 'and unpaid after the
fifteen (15) day period allowed, such purchaser shall be
personally liable for the payment of the taxes unpaid by the
former owner and the liens created by Section 3.08.22 shall
immediately attach to the personal property so purchased;
provided, however, that the retailer so selling or quitting
business shall not be relieved in any manner of his liabil-
ity for payment of any of said taxes due.
3.08.24 Enforcement 'of Taxes and Foreclosure of
Liens. (a) If any taxes, penalty or interest imposed by
Eh- chapter and shown due by returns filed by the taxpayer,
or as shown by assessment duly made as provided herein, are
not paid within fifteen (15) days after the same are due,
the Director of Finance shall issue a warrant under his
official seal directed to any duly authorized revenue
collector, or to the sheriff of any county in this state
commanding him to levy upon, seize and sell sufficient
personal property of the tax debtor which is subject to the
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liens created by Section 3.08.22,found within his county for
the payment of the amount due, together with interest,
penalties and costs.
(b) Simultaneously with the issuance of said
warrant, the Director shall issue a'notice of tax lien,
setting forth the name of the taxpayer, the amount of the
tax, penalties, interest and costs, the date of the accrual
thereof and that the Town claims a first and prior lien
therefor on the tangible personal property of the taxpayer
subject to said liens.
(c) Such notice shall be on forms prepared by the
Director, shall be verified by him and shall be filed in the
office of the Clerk and Recorder of any county in this state
in which the taxpayer owns tangible personal property
subject to said liens.
(d) Upon the filing of said notice of lien, the
effective date of said lien shall relate back to the date of
the first transaction for which any tax is due.
3.08.25 Refunds--Procedure. (a) A refund shall
be made.or credit allowed for any tax paid under protest by
any purchaser. who has or claims to have an exemption as in
this chapter provided. Such refund shall be made by the
Director of Finance after compliance with the following
conditions precedent:
(1) Application. Applications for refund
must be made within ninety ~(90) days after the
purchase or use of goods on which the exemption is
claimed and must be supported by the affidavit of
the purchaser, accompanied by the original paid
invoice or sales receipt and a certificate issued
by the seller, together with such further informa-
tion as may be requested by-'the Director.
(2) Decisions. Upon,receipt of such
application and accompanying information the
Director shall examine the same with all due speed
and shall give notice to the applicant by an order
in writing of his decision thereon.
(3) Hearing. An aggrieved applicant may,
within ten (10) days after such decision is mailed
to him, petition the Director,-for a hearing on the
claim, in which case the Director shall, upon due
notice to the applicant, hold a hearing upon such
application, taking such information or evidence
as may, be material, and shall thereafter render
his final decision upon such application, which
decision shall be final.
(b) Any person claiming to have paid a tax for
the purchase or use of tangible personal property in excess
of the rates established by this chapter may apply for a
refund of said excess in the manner prescribed above.
3.08.26 Refund Not Assignable. The right of any
person to arefund under this chapter shall not be assign-
able, and application for refund must be made by the same
person who purchased or used the goods and who paid the tax
thereon, as shown by the invoice of the sale thereof or
other appropriate document.
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C 3.08.27 Notices Sent By Mail. All notices
required to be given to the retailer or vendor under the
provisions of this chapter shall be in writing and, if
mailed, to him at his last known address shall be sufficient
for the purpose of this chapter.
3.08.28 License and Tax in Addition to All Other
~'Taxes. The license and tax imposed by this chapter shall be
a'in-addition to all other licenses and taxes imposed by law,
except as herein otherwise provided.
xr" . 3:08.29 Administration. The administration of
P,la11' the provisions of this chapter is hereby vested in the
Director of Finance, who may, with the approval of the Town
Manager, prescribe forms and reasonable rules and regu-
lations in conformity with this chapter fob, the making of
;returns, for the ascertainment, assessment and collection of
the taxes imposed hereunder, and for the proper adminis-
%tration and,enforcement hereof, a copy of which forms, rules
~'i 'd regulations shall•b4~! made available to the public.
3.08.30 Unlawful Acts. It shall be unlawful for
any person to fail to perform any affirmative duty required
by this Chapter or to willfully make, prepare or submit a
tax return or other document containing any false statement,
or to willfully make a false statement in any investigation
or hearing, which may affect the tax liability of any
person.
Section 2. Penalties. Any person, firm or corporation
violating any of the provisions of this Ordinance shall be
deemed guilty of a violation of this Ordinance and any such
person, firm or corporation shall be deemed guilty of a
separate offense for each and every day or portion thereof
during which any violation is committed, continued or
permitted, and upon conviction of any such violation, such
person, firm or corporation shall be punished by a fine of
not more than $500.00 or by imprisonment for not more than
90 days, or by both such fine and imprisonment.
Section 3. Severability. If any part or parts hereof are
for any reason held to be invalid, such shall not affect the
remaining portions of this Ordinance.
INTRODUCED, PASSED ON FIRST READING, APPROVED AND ORDERED
POSTED, THIS 12th day of November , 1982
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 23rd day of November , 1982 at
7:30 P.M. in the Municipal Building of the Town of Avon,
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S{,
' Colorado.
is J. oyle,
s4r, -
Allan R. ottingh Mayor
~'-,INTRODUCED, PASSED ON SECOND READING, APPROVED AND ORDERED
`;POSTED THIS 23rd DAY OF November ► 1982.
ATTE Allan R. N ttingham,. ayor
y, Patricia J. Moyle,
a"
I
i ADDENDUM I
EQUIPMENT LEASE AGREEMENT
The Lease is,made this day of
19 between Colorado National Leasing, Inc., a Colorado
corporation ("Lessor"), and the Town of Avon
("Lessee").
In consideration of the mutual covenants and promises herein
set forth, the parties agree as follows:
1. LEASE. Lessor hereby leases to Lessee, and Lessee
hereby leases and hires from Lessor, the property, machinery
and equipment ("Equipment") described in the Equipment
Description (Exhibit. A attached hereto and made a part
hereof).
2. TERM. This Lease shall commence on the date hereof
and unless sooner terminated as provided herein, shall
expire 3 . year(s) from the date of first delivery of any
item of the Equipment.
3. RENT. Rent for the Equipment shall be in the
amount set forth in the Equipment Lease Schedule (Exhibit B
attached hereto and made a part hereof). Lessee shall pay
Lessor such rent in the amounts and at the times set forth
on Exhibit B at the office of Lessor in Golden, Colorado, or
to such other person and/or at such other place as Lessor
may from time to time designate in writing.
4. USE. Lessee shall use the Equipment in a careful
and proper manner and shall comply with all applicable
governmental laws, ordinances and regulations in any way
relating to the possession, use or maintenance of the
Equipment. If at any time during the term hereof Lessor
supplies Lessee with labels, plates or other markings,
stating that the Equipment is owned by Lessor, Lessee shall
affix the same to a prominent place on the Equipment.
5. LESSEE'S INSPECTION; WARRANTY DISCLAIMER.
(a) Lessee shall inspect the Equipment within
forty-eight (48) hours after receipt thereof. Unless Lessee
within such period of time gives written notice to Lessor,
specifying any defect in or other proper objection to the
Equipment, Lessee agrees that it shall be conclusively
presumed, as between Lessor and Lessee, that Lessee has
fully inspected and acknowledged that the Equipment is in
good condition and repair, and that Lessee is satisfied with
and has accepted the Equipment in such good condition and
repair. At or prior to expiration of such inspection
period, Lessee shall execute and deliver to Lessor the
Certificate of Acceptance. Exhibit C attached hereto and
made a part hereof).
(b) Lessor hereby assigns to Lessee for and during
the term of this Lease all manufacturer's warranties and
guarantees, express or implied, with respect to the
Equipment, to the extent such warranties and guarantees are
assignable. Lessee acknowledges that it selected each item
of Equipment based on its own analysis and investigation
from vendors chosen by Lessee and further acknowledges that
Lessor made no representations or warranties in connection
with the Equipment.or vendors. LESSOR MAKES NO WARRANTY,
EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT AND
EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING THE
MERCHANTABILITY OF THE EQUIPMENT, ITS FITNESS FOR A
PARTICULAR PURPOSE, ITS DESIGN, CONDITION OR WORKMANSHIP AND
THE ENFORCEABILITY OF ANY WARRANTY OR GUARANTEE OF THE
MANUFACTURER OF THE EQUIPMENT.
-1-
6. LESSOR'S INSPECTION. Lessor shall at any and all
times during business hours have the right to enter into and
upon the premises where the Equipment may be located for the
purpose of inspecting the same or observing its use.
7. ALTERATIONS. Without the prior written consent of
Lessor, Lessee shall not`make any alterations, additions or
improvements to the Equipment.
8. REPAIRS. Lessee, at its own cost and expense,
shall keep the Equipment in good repair and condition and
shall bear all expenses of the maintenance and operation of
the Equipment.
9. INSURANCE; LOSS AND DAMAGE; AGREED OPTION PRICE.
Lessee shall keep the Equipment insured against all risks of
loss or damage by fire and such other risks as are covered
by endorsement commonly known as supplemental or extended
coverage for the greater of,the fair market value thereof or
the "Agreed Option Price" set forth in Exhibit B attached
hereto with respect to the Equipment. Lessee shall also
carry public liability and property damage insurance
covering the Equipment in amounts not less than $200,000 in
respect of bodily injury or death to any person, not less
than $500,000 in respect of any one accident, and not less
than $100,000 in respect of property damage. All such
liability insurance shall insure both Lessor and Lessee and
all such property damage insurance shall name Lessor as loss
payee as its interest may appear. Lessee may effect such
coverages under its blanket policies. No loss or damage to
the Equipment or any part thereof shall impair any
obligation of the Lessee under this Lease which shall
continue in full force and effect. In the event of loss or
damage of any kind whatever to any item of Equipment, the
proceeds of such insurance shall be applied to any item of
Equipment:
(a) To place the same in good repair, condition and
working order, or replace the same with like Equipment in
good repair, condition and working order; or
(b) If, in the reasonable judgment of Lessor, the
Equipment is determined to be lost, stolen, destroyed or
damaged beyond repair, Lessee shall pay'Lessor therefor in
cash, to the extent the insurance proceeds paid to Lessor
may be insufficient, the Agreed Option Price set forth in
Exhibit B determined as of the date of the last full rental
,payment made by Lessee, plus interest on such Agreed Option
Price at the rate set forth in Exhibit B from the date of
the last full rental payment until the date of payment for
the Equipment. Upon such payment this Lease shall terminate
with respect to the Equipment so paid for and Lessor will
thereupon execute and deliver to Lessee a bill of sale
transferring such Equipment to Lessee "AS-IS-WHERE-IS,"
WITHOUT WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY
MATTER WHATSOEVER.
10. SURRENDER. Except as provided in paragraph 20
hereof, upon the expiration or earlier termination of this
Lease, Lessee shall (unless Lessee has purchased the
Equipment pursuant to paragraphs 9 or 19 hereof) return the
same to Lessor in good repair, condition and working order,
ordinary wear and tear resulting from proper use thereof
excepted, by delivering, at Lessee's sole cost and expense,
possession of the Equipment to Lessor at such place as
Lessor may designate.
11. TAXES AND LIENS.
(a) Lessee agrees to pay and to indemnify and hold
-2-
0 9
Lessor 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) Lessee shall not directly or indirectly
create, incur, assume or suffer to exist any security
interest, lien or encumbrance on or with respect to any item
of Equipment or any interest therein. Lessee shall
promptly, at its expense, take such action as may be
necessary to discharge any such security interest, lien or
encumbrance as and when the same shall arise.
12. LESSOR'S PAYMENT. In case of the failure of the
Lessee to procure or maintain insurance on the Equipment,
pay taxes on or with respect to the Equipment or maintain
the Equipment free and clear of any security interests,
liens and encumbrances, as herein specified, Lessor shall
have the right, but not be obligated, to effect such
insurance, to pay such taxes and discharge such security
interest, liens and encumbrances and the cost thereof shall
be-repayable to Lessor with the next installment of rent.
13. DEFAULT. If the Lessee shall fail to pay the rent
due and payable under Exhibit B attched hereto within ten
(10) days after the same is due and payable, or if the
Lessee shall fail to observe, keep or perform any other
provision of this Lease for a period of ten (10) days after
receipt of written notice thereof, Lessor shall have the
right to exercise any one or more of the following remedies:
(a) To terminate this Lease and to sue for and
recover all rents and other payments then accrued and unpaid
hereunder and all rents and other payments which will accrue
during the then current fiscal year of Lessee.
(b) To retain all rentals and to take possession
of any or all items or Equipment, without further demand or
notice and without any court order or other process of law,
and either to remove the same or to lease the same'to
others.
14. TERMINATION FOR NON-APPROPRIATION.
Notwithstanding anything herein to the contrary, if Lessee
does not appropriate funds for any fiscal year of Lessee
during the term hereof sufficient to pay the amounts due
hereunder in such fiscal year and Lessee has exhausted all
funds legally available for payments due under this Lease,
Lessee may, by written notice given to Lessor no later than
ten (10) days after adoption of the budget for such fiscal
year, thereupon terminate this Lease. Upon such
termination, Lessee shall return the Equipment to Lessor in
accordance with paragraph 10 hereof and pay all rents and
other payments due to Lessor for periods prior to the date
the Equipment is so returned to Lessor.
15. ASSIGNMENT. Without the prior written consent of
Lessor, Lessee shall neither assign, transfer., pledge or
hypothecate this Lease, the Equipment or any part thereof,
or any interest therein, nor sublet any item of Equipment.
It is understood that Lessor contemplates assigning this
Lease or interests in the Equipment and that Lessor's
assignee may also assign the same. All rights of Lessor
hereunder may be"assigned, transferred, or otherwise
disposed of, either in whole or in part, without notice to
Lessee; provided, however that no assignment of this Lease
or any interest therein shall be made except subject to the
rights granted to the Lessee by virtue of this Lease; and
provided further that no assignee of Lessor shall be
-3-
obligated to perform any duty, covenant or condition
required to be performed by Lessor under the terms of this
Lease.
16. PERSONAL PROPERTY. The Equipment is, and shall at
all times be and remain, personal property notwithstanding
that the Equipment may be affixed or attached to, or '
imbedded in, or permanently resting upon, real property or
any building thereon, or attached in any manner to what is
permanent as by means of cement, plaster, nails, bolts,
screws or otherwise.
17. INDEMNITY; LIMITS OF LIABILITY. Lessee hereby
assumes liability for and agrees to indemnify and hold
Lessor harmless from and against any and all debts,
liabilities, obligations, claims and expenses, including
court costs and attorney's fees, incurred by or asserted
against Lessor in connection with, arising out of or
incident to the ownership, delivery, lease, possession, use,
operation, condition, sale or other disposition of any item
of Equipment. Lessor is not responsible for any repairs or
service to the Equipment or any defects therein. Lessor
shall not be liable for any consequential, incidental or
special damages of any character as a result of or arising
out of the lease of the Equipment, or any item thereof,
including loss of profits, property damage or lost
production, whether suffered by Lessee or any other person.
18. INTEREST. Should Lessee fail to pay any part of
the rent herein reserved or any other sum required by Lessee
to be paid to Lessor, within 10 days after the due date
thereof, Lessee shall pay to the Lessor interest on such
delinquent payment from the due date until paid at the rate
of 18% per annum
19. OPTION. Provided Lessee is not in default in the
performance of its obligations hereunder, Lessee shall have
the option, at any time after to
purchase the Equipment for an amount -equal to the Agreed
Option Price thereof set forth in Exhibit B at the date of
the last full rental payment, plus interest on such Agreed
Option Price at the rate set forth in Exhibit B from the
date of the last full rental payment until the date of
payment for the Equipment. Such option to purchase the
Equipment shall be exercised by the payment of the Agreed
Option Price plus interest as herein provided to Lessor at
Lessor's office in Golden, Colorado. If Lessee exercises
the option to purchase the Equipment, title thereto shall
thereupon become vested in Lessee and Lessor will thereupon
execute and deliver to Lessee a bill of sale transferring
such Equipment to Lessee "AS-IS-WHERE-IS", WITHOUT WARRANTY,
EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER WHATSOEVER
20. EXPIRATION. If Lessee shall comply with all
provisions of this Lease on its part to be kept and
performed, then upon the expiration of this Lease, all
right, title and interest of Lessor in the Equipment subject
to this Lease shall vest in and become the property of
Lessee, and Lessor sale transferring such Equipment to
Lessee, "AS-IS-WHERE-IS", WITHOUT WARRANTY, EXPRESS OR
IMPLIED, WITH RESPECT TO ANY MATTER WHATSOEVER.
21. TAX EXEMPTION. The "Rent", "Interest", "Agreed
Option Price" and other computations set forth in this Lease
and exhibits attached hereto have been fixed and computed
upon the assumption that the amount designated as "Interest"
will be exempt from federal income taxation and (if so noted
on Exhibit B) state income_ taxation in the hands of the
Lessor and its assignees. If it is determined that such
-4-
"Interest" payments are not so exempt, then the items of
"Rent", "Interest", "Agreed Option Price" and related
computations payable by the Lessee to Lessor hereunder shall
be adjusted so as to provide Lessor with the amount of such
items as shall equal, on an after tax basis, the amount
thereof set forth in this Lease and Exhibits attached
hereto. The method and timing of the payment of such
adjustment shall be as mutually agreed upon promptly
following notice to Lessee of the need for such adjustment.
22. FINANCIAL STATEMENTS. Lessee shall furnish to
Lessor, within sixty (60) days after the end of each fiscal
quarter of Lessee, financial statements of Lessee which
shall include a balance sheet and statement of revenue and
expense of Lessee for the quarter and the year to date and
such other information and reports as Lessor shall
reasonably request. All such financial statements shall be
certified to be true and correct by the appropriate officer
of Lessee.
23. CLAIMS. Lessor hereby appoints and constitutes
Lessee as its agent and attorney-in-fact during the term of
this Lease to assert and enforce, at the sole cost and
expense of the Lessee, whatever claims and rights the Lessor
may have as owner of the Equipment against any vendors,
manufacturers, suppliers or contractors in respect thereof.
24. NON-WAIVER. No waiver of any of the Lessee's,
obligations under this Lease shall be deemed to take place
unless such waiver has been made in writing and signed by
the Lessor. Failure to exercise any remedy which Lessor may
have under this Lease or any other acquiescence by the
Lessor in any default by the Lessee shall not constitute a
waiver of any obligation of Lessee hereunder, including the
obligation as to which Lessee is in default.
25. CONCURRENT REMEDIES. No right or remedy conferred
upon or reserved to the Lessor in this Lease is exclusive of
any other right or remedy provided or permitted herein by
law or equity; but each shall be cumulative of any other
right or remedy given hereunder, or now or hereafter
existing at law or in equity or by statute or otherwise, and
may be enforced concurrently therewith, or from time to
time.
26. MODIFICATION. This Lease constitutes the entire
agreement between Lessor and Lessee and shall not be
amended, altered or modified except in a writing signed by
the parties hereto.
27. NOTICES. All notices required or permitted
hereunder shall be sufficient if delivered personally or
mailed to the parties at the address hereafter set forth or
at such other address as either party may designate in
writing from time to time. Any such notice shall be
effective 48 hours after it has been deposited in the United
States mail, duly addressed and with postage prepaid.
28. GOVERNING LAW. This Lease and other instruments
or documents executed by the parties hereto, and the rights
and duties of the parties hereto, shall be construed and
enforced in accordance with the laws of the State of
Colorado.
29. TIME. Time is of the essence of this Lease and
each and all of its provisions.
30. SEVERABILITY. If any provision in this Lease or
the application of such provision to any person or
-5-
0 0
IN WITNESS WHEREOF, the parties hereto have executed
this Lease the day and year first above written.
LESSOR:
COLORADO NATIONAL LEASING, INC.
By
Bldg. 51, Suite 150
14142 Denver West Pkwy.
Golden, CO 80401
LESSEE:
By
ATTACHMENTS:
Resolution No. of the
-c Equipment Description (Exhibit A)
.,Equipment Lease Schedule (Exhibit B)
-%Certificate of Acceptance (Exhibit C)
-AOpinion of Counsel
-6-
CERTIFICATE OF ACCEPTANCE
The undersigned hereby certifies that it has
received, inspected, approved and hereby accepts delivery of
the following equipment upon the terms and conditions set
forth herein and in that Equipment Lease Agreement dated
between the undersigned and
Colorado National Leasing, Inc., a Colorado corporation:
1. Description of-Equipment
1 - JT4RN48SOD0060744 new 1983 Toyota 4 W.D.
pickup SR-5 w/camper shell
2. Cost:
The cost of the equipment is $ 10,500.00
The undersigned further certified that the
foregoing equipment is in good order and condition, and con-
forms to the specifications applicable thereto.
The execution of this Certificate will in no way
relieve or decrease the responsibility of the manufacturer
of the equipment for any warranties it has made with respect
to the same.
The undersigned hereby requests Colorado National
Leasing, Inc. to process payment in the amount of $10,500.00
to the vendor.
Dated: Y
TOWN OF AVON
By Y.
Lessee
AT-TEST:
EQUIPMENT LEASE SCHEDULE
A. EQUIPMENT LEASED:
1 - JT4RN48SOD0060744 new 1983 Toyota 4 W.D.
Pickup SR-5 W/camper shell
B. TERM: Unless sooner terminated as set forth in the
Lease, the term of this Lease respecting-each item of
equipment listed on this schedule on shall commence on
and shall expire on
C. RENT: As rent for said equipment, Lessee shall pay
1
Lessor the sum of $12.384.00 , payable in
installments as follows: 36 monthly .payments of $344 00
commencing on , which said
installments of rental include interest at a rate of
11.75 per annum on the Agreed Option Price.
D. LOCATION: The above described equipment shall be
located at Town of Avon, Avon, Colorado
and shall not be removed therefrom without the prior
written consent of Lessor.
APPROVED AND AGREED TO THIS DAY OF 19
as a schedule to that certain Lease dated the day
of ,f 19 r
COLORADO NATIONAL LEASING, INC.
By
LESSOR
TOWN OF AVON
BY
LESSEE
0
LF.ASF R P8202
FXHTRTT R
F.OUIPMFNT LFASF SC14FDULF
i
PAYMENT
NO.
TAL BALANCE
1
2
4
5
6
7
8
9'
10
11
12
13
- .14-
15
16
17
1P
19
2n
21
22
23.
24,
25
26
27
28
29
30
31
?2
33
34
35
36
FF.NT
PA YM ENT
3114.00
344.00
344.00
344.00
344.00
?44.00
?44.00
344.00
344.00
344.00
3411.00
344.00
344.00
344. no
3n4.no
X44.00
?44.no
344. no
344.00
344,00
344.00
344.00
344.00
344.00
344.00
344.00
344.00
344.00
344.00
344.00
344.00
344.00
344.00
344. 00
344.00
3411.00
DFShNATF.D RFDUCTTON OF
TNTEREST PRINCIPAL
101 . P4
99.01
96.. 1P
03.35
90.52
9-. 6q
84.-96
P2. 014
7q. 21
76.,3
71.99
70.72
67.P9
65. (r,
62.2
59.41
96,C~P
53.75
50.02
4P.09
45.26
lip. It?
?9.60
?6.77
33 95
31.12
28.29
25.46
22..6?
19. Po
16.97
14.14
11.32
P. 49
5.66
2.£3
PALANCF. OF AGRFF.D
PFTNCIPAI. OPTION PRICE
1o,5nn.no 10,P67.9n
242.16
10,?57.P4
10,605.117
244.04
1n,n12.P5
10,341.17
247.P2
0,765.03
10,0711.54
?50.65
0,514.38
9,P05.7'~
253.LR
9,260.90
9,531:.59
256.31
9, 004, 9q
9,261.1P
259.14
P,745.46
814-95.49
261.06
8.118 3.50
8,707.93
26:4.7q
P , 21 R. 70
P , 42.7.2P
267.62
7,991-OP
P,144.76
27n. 11r;
7,6-90.63
7,P59.07
273.2P
7,407.35
7,572.-99
276.11
7,1?1.24
7,?-93.54
27P.94
6,852.31
6,091.91
291.77
6,570.54
6,69P.01
2P11.59
6,235.95
6,401.P2
2P7.42
5,9QP.~2
6,103.36
200.25
5,70P.27
5,P02.63
293.0,P
5,415.10
5,4on,6.1
295.91
5,110.2-9
5,194.72
29P.74
1.,P2n.94
4,PP6.76
?01.57
11,51P.97
4,-)76.91
3n4. 4o
4,214.48
4,204.74
707.?3
3,907.35
3.950.?9
310,05
x,507,?0
?12.PF
2P11.111
76
315.71
2,06-9.70
2,993.5?
31P.54
2,650.16
J,670.03
721.37
;),32P.79
2,344.211
?24.20
2, 004.99
2,016.1p
?27.03
1,677.57
1,6P~.84
329.-99
1,347.71
1,?53.23
332.6P
1,n15.o3
1,n1P.34
335.51
679.51
6P1.17
33P.34
?41.17
3111.7?
?41.17
-.00
-.00
0
ADDENDUM II
The Lease is made this day
19 between Colorado National Leasing,
corporation ("Lessor"), and the Town
EQUIPMENT LEASE AGREEMENT
of
Inc.,
of Avon
a Colorado
("Lessee").
In consideration of the mutual covenants and promises herein
set forth, the parties agree as follows:
1. LEASE. Lessor hereby leases to Lessee, and Lessee
hereby leases and hires from Lessor, the property, machinery
and equipment ("Equipment") described in the Equipment
Description (Exhibit A attached hereto and made a part
hereof).
2. TERM. This Lease shall commence on the date hereof
and unless sooner,-,terminated as provided herein, shall
expire 5 year\(s) from the date of first delivery of any
.item of the Equipment.
3. RENT. Rent for the Equipment shall be in the
amount set forth in the Equipment Lease Schedule (Exhibit B
attached hereto andrmade a part hereof). Lessee shall pay
Lessor such rent in the amounts and at the times set forth
on Exhibit B at the office of Lessor in Golden, Colorado, or
to such other person and/or at such other place as Lessor
may from time to time designate in writing.
4. USE. Lessee shall use the Equipment in a careful
and proper manner and shall comply with all applicable
governmental laws, ordinances and regulations in any way
relating to the possession, use or maintenance of the
Equipment. If at any time during the term hereof Lessor
supplies Lessee with labels, plates or other markings,
stating that the Equipment is owned by Lessor, Lessee shall
affix the same to a prominent place on the Equipment.
5. LESSEE'S INSPECTION; WARRANTY DISCLAIMER.
(a) Lessee shall inspect the Equipment within
forty-eight (48) hours after receipt thereof. Unless Lessee
within such period of time gives written notice to Lessor,
specifying any defect in or other proper objection to the
Equipment, Lessee agrees that it shall be conclusively
presumed, as between Lessor and Lessee, that Lessee has
fully inspected and acknowledged that the Equipment is in
good condition and repair, and that Lessee is satisfied with
and has accepted the Equipment in such good condition and
repair. At or prior to expiration of such inspection
period, Lessee shall execute and deliver to Lessor the
Certificate of Acceptance. Exhibit C attached hereto and
made a part hereof).
(b) Lessor hereby assigns to Lessee for and during
the term of this Lease all manufacturer's warranties and
guarantees, express or implied, with respect to the
Equipment, to the extent such warranties and guarantees are
assignable. Lessee acknowledges that it selected each item
of Equipment based on its own analysis and investigation
from vendors chosen by Lessee and further acknowledges that
Lessor made no representations or warranties in connection
with the Equipment or vendors. LESSOR MAKES NO WARRANTY,
EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT AND
EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING THE
MERCHANTABILITY OF THE-EQUIPMENT, ITS FITNESS FOR A
PARTICULAR PURPOSE, ITS DESIGN, CONDITION OR WORKMANSHIP AND
THE ENFORCEABILITY OF ANY WARRANTY OR GUARANTEE OF THE
MANUFACTURER OF THE EQUIPMEN'T'.
-1-
•
9
6. LESSOR'S INSPECTION. Lessor shall at any and all
times during business hours have the right to enter into and
upon the premises where the Equipment may be located for the
purpose of inspecting the same or observing its use.
7. ALTERATIONS. Without the prior written consent of
Lessor, Lessee shall not make any alterations, additions or
improvements to the Equipment.
8. REPAIRS. Lessee, at its own cost and expense,
shall keep the Equipment in good repair and condition and
shall bear all expenses of the maintenance and operation of
the Equipment.
9. INSURANCE; LOSS AND DAMAGE; AGREED OPTION PRICE.
Lessee shall keep the Equipment insured against all risks of
loss or damage by fire and such other risks as are covered
by endorsement commonly known as supplemental or extended
coverage for the greater of the fair market value thereof or
the "Agreed Option Price" set forth in Exhibit B attached
hereto with respect to the Equipment. Lessee shall also
carry public liability and property damage insurance
covering the Equipment in amounts not less than $200,000 in
respect of bodily injury or death to any person, not less
than $500,000 in respect of any one accident, and not less
than $100,000 in respect of property damage. All such
liability insurance shall insure both Lessor and Lessee and
all such property damage insurance shall name Lessor as loss
payee as its interest may appear. Lessee may effect such
coverages under its blanket policies. No loss or damage to
the Equipment or any part thereof shall impair any
obligation of the Lessee under this Lease which shall
continue in full force and effect. In the event of loss or
damage of any kind whatever to any item of Equipment, the
proceeds of such insurance shall be applied to any item of
Equipment:
(a) To place the same in good repair, condition and
working order, or replace the same with like Equipment in
good repair, condition and working order; or
(b) If, in the reasonable judgment of Lessor, the
Equipment is determined to be lost, stolen, destroyed or
damaged beyond repair, Lessee shall pay Lessor therefor in
cash, to the extent the insurance proceeds paid to Lessor
may be insufficient, the Agreed Option Price set forth in
Exhibit B determined as of the date of the last full rental
payment made by Lessee, plus interest on such Agreed Option
Price at the rate set forth in Exhibit B from the date of
the last full rental payment until the date of payment for
the Equipment. Upon such payment this Lease shall terminate
with respect to the Equipment so paid for and Lessor will
thereupon execute and deliver to Lessee a bill of sale
transferring such Equipment to Lessee "AS-IS-WHERE-IS,"
WITHOUT WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY
MATTER WHATSOEVER.
10. SURRENDER. Except as provided in paragraph 20
hereof, upon the expiration or earlier termination of this
Lease, Lessee shall (unless Lessee has purchased the
Equipment pursuant to paragraphs 9 or 19 hereof) return the
same to Lessor in good repair, condition and working order,
ordinary wear and tear resulting from proper use thereof
excepted, by delivering, at Lessee's sole cost and expense,
possession of the Equipment to Lessor at such place as
Lessor may designate.
11. TAXES AND LIENS.
(a) Lessee agrees to pay and to indemnify and hold
-2-
• 0
Lessor 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) Lessee shall not directly or indirectly
create, incur, assume or suffer to exist any security
interest, lien or encumbrance on or with respect to any item
of Equipment or any interest therein. Lessee shall
promptly, at its expense, take such action as may be
necessary to discharge any such security interest, lien or
encumbrance as and when the same shall arise.
12. LESSOR'S PAYMENT. In case of the failure of the
Lessee to procure or maintain insurance on the Equipment,
pay taxes on or with respect to the Equipment or maintain
the Equipment free and clear of any security interests,
liens and encumbrances, as herein specified, Lessor shall
have the right, but not be obligated, to effect such
insurance, to pay such taxes and discharge such security
interest, liens and encumbrances and the cost thereof shall
be repayable to Lessor with the next installment of rent.
13. DEFAULT. If the Lessee shall fail to pay the rent
due and payable under Exhibit B attched hereto within ten
(10) days after the same is due and payable, or if the
Lessee shall fail to observe, keep or perform any other
provision of this Lease for a period of ten (10) days after
receipt of written notice thereof, Lessor shall have the
right to exercise any one or more of the following remedies:
(a) To terminate this Lease and to sue for and
recover all rents and other payments then accrued and unpaid
hereunder and all rents and other payments which will accrue
during the then current fiscal year of Lessee.
(b) To retain all rentals and to take possession
of any or all items or Equipment, without further demand or
notice and without any court order or other process of law,
and either to remove the same or to lease the same-to
others.
14. TERMINATION FOR NON-APPROPRIATION.
Notwithstanding anything herein to the contrary, if Lessee
does not appropriate funds for any fiscal year of Lessee
during the term hereof sufficient to pay the amounts due
hereunder in such fiscal year and Lessee has exhausted all
funds legally available for payments due under this Lease,
Lessee may, by written notice given to Lessor no later than
ten (10) days after adoption of the budget for such fiscal
year, thereupon terminate this Lease. Upon such
termination, Lessee shall return the Equipment to Lessor in
accordance with paragraph 10 hereof and pay all rents and
other payments due to Lessor for periods prior to the date
the Equipment is so returned to Lessor.
15. ASSIGNMENT. Without the prior written consent of
Lessor, Lessee shall neither assign, transfer, pledge or
hypothecate this Lease, the Equipment or any part thereof,
or any interest therein, nor sublet any item of Equipment.
It is understood that Lessor contemplates assigning this
Lease or interests in the Equipment and that Lessor's
assignee may also assign the same. All rights of Lessor
hereunder may be assigned, transferred, or otherwise
disposed of, either in whole or in part, without notice to
Lessee; provided, however that no assignment of this Lease
or any interest therein shall be made except subject to the
rights granted to the Lessee by virtue of this Lease; and
provided further that no assignee of Lessor shall be
-3-
•
0
obligated to perform any duty, covenant or condition
required to be performed by Lessor under the terms of this
Lease.
16. PERSONAL PROPERTY. The Equipment is, and shall at
all times be-and remain, personal property notwithstanding
that the Equipment may be affixed or attached to, or
imbedded in, or permanently resting upon, real property or
any building thereon, or attached in any manner to what is
permanent as by means of cement, plaster, nails, bolts,
screws or otherwise.
17. INDEMNITY; LIMITS OF LIABILITY. Lessee hereby
assumes liability for and agrees to indemnify and hold
Lessor harmless from and against any and all debts,
liabilities, obligations, claims and expenses, including
court costs and attorney's fees, incurred by or asserted
against Lessor in connection with, arising out of or
incident to the ownership, delivery, lease, possession, use,
operation, condition, sale or other disposition of any item
of Equipment. Lessor is not responsible for any repairs or
service to the Equipment or any defects therein. Lessor
shall not be liable for any consequential, incidental or
special damages of any character as a result of or arising
out of the lease of the Equipment, or any item thereof,
including loss of profits, property damage or lost
production, whether suffered by Lessee or any other person.
18. INTEREST. Should Lessee fail to pay any part of
the rent herein reserved or any other sum required by Lessee
to be paid to Lessor, within 10 days after the due date
thereof, Lessee shall pay to the Lessor interest on such
delinquent payment from the due date until paid at the rate
of 18% per annum
19. OPTION. Provided Lessee is not in default in the
performance of its obligations hereunder, Lessee shall have
the option, at any time after February 28, 1983 to
purchase the Equipment for an amount equal to the Agreed
Option Price thereof set forth in Exhibit B at the date of
the last full rental payment, plus interest on such Agreed
Option Price at the rate set forth in Exhibit B from the
date of the last full rental payment until the date of
payment for the Equipment. Such option to purchase the
Equipment shall be exercised by the payment of the Agreed
Option Price plus interest as herein provided to Lessor at
Lessor's office in Golden, Colorado. If Lessee exercises
the option to purchase the Equipment, title thereto shall
thereupon become vested in Lessee and Lessor will thereupon
execute and deliver to Lessee a bill of sale transferring
such Equipment to Lessee "AS-IS-WHERE-IS", WITHOUT WARRANTY,
EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER WHATSOEVER.
20. EXPIRATION. If Lessee shall comply with all
provisions of this Lease on its part to be kept and
performed, then upon the expiration of this Lease, all
right, title and interest of Lessor in the Equipment subject
to this Lease shall vest in and become the property of
Lessee, and Lessor sale transferring such Equipment to
Lessee, "AS-IS-WHERE-IS", WITHOUT WARRANTY, EXPRESS OR
IMPLIED, WITH RESPECT TO ANY MATTER WHATSOEVER.
21. TAX EXEMPTION. The "Rent", "Interest", "Agreed
Option Price" and other computations set forth in this Lease
and exhibits attached hereto have been fixed and computed
upon the assumption that the amount designated as "Interest"
will be exempt from federal income taxation and (if so noted
on Exhibit B) state income taxation in the hands of the
Lessor and its assignees. If it is determined that such
-4-
• i
"Interest" payments are not so exempt, then the items of
"Rent", "Interest", "Agreed Option Price" and related
computations payable by the Lessee to Lessor hereunder shall
be adjusted so as\to provide Lessor with the amount of such
items as shall equal, on an after tax basis, the amount
thereof set forth in this Lease and Exhibits attached
hereto. The method and timing of the payment of such
adjustment shall be as mutually agreed upon promptly
following notice to, Lessee of the need for such adjustment.
22. FINANCIAL STATEMENTS. Lessee shall furnish to
Lessor, within sixty (60) days after the end of each fiscal
quarter of Lessee, financial statements of Lessee which
shall include a balance sheet and statement of revenue and
expense of Lessee for the quarter and the year to date and
such other information and reports as Lessor shall
reasonably request. All such financial statements shall be
certified to be true and correct by the appropriate officer
of Lessee.
23. CLAIMS. Lessor hereby appoints and constitutes
Lessee as its agent and attorney-in-fact during the term of
this Lease to assert and enforce, at the sole cost and
expense of the Lessee, whatever claims and rights the Lessor
may have as owner of the Equipment against any vendors,
manufacturers, suppliers or contractors in respect thereof.
24. NON-WAIVER. No waiver of any of the Lessee's
obligations under this Lease shall be deemed to take place
unless such waiver has been made in writing and signed by
the Lessor. Failure to exercise any remedy which Lessor may
have under this Lease or any other acquiescence by the
Lessor in any default by the Lessee shall not constitute a
waiver of any obligation of Lessee hereunder, including the
obligation as to which Lessee is in default.
25. CONCURRENT REMEDIES. No right or remedy conferred
upon or reserved to the Lessor in this Lease is exclusive of
any other right or remedy provided or permitted herein by
law or equity; but each shall be cumulative of any other
right or remedy given hereunder, or now or hereafter
existing at law or in equity or by statute or otherwise, and
may be enforced concurrently therewith, or from time to
time.
26. MODIFICATION. This Lease constitutes the entire
agreement between Lessor and Lessee and shall not be
amended, altered or modified except in a writing signed by
the parties hereto.
27. NOTICES. All notices required or permitted
hereunder shall be sufficient if delivered personally or
mailed to the parties at the address hereafter set forth or
at such other address as either party may designate in
writing from time to time. Any such notice shall be
effective 48 hours after it has been deposited in the United
States mail, duly addressed and with postage prepaid.
28. GOVERNING LAW. This Lease and other instruments
or documents executed by the parties hereto, and the rights
and duties of the parties hereto, shall be construed and
enforced in accordance with the laws of the State of
Colorado.
29. TIME. Time is of the essence of this Lease and
each and all of its provisions.
30. SEVERABILITY. If any provision in this Lease or
the application of such provision to any person or
circumstance shall be invalid, illegal or unenforceable, the
-5-
• 0
remainder of this Lease or the application of such provision
to persons or circumstances other than those to which it is
invalid, illegal or unenforceable shall not be affected
thereby.
IN WITNESS WHEREOF, the parties hereto have executed
this Lease the day and year first above written.
LESSOR:
COLORADO NATIONAL LEASING, INC.
By
Bldg. 51, Suite 150
14142 Denver West Pkwy.
Golden, CO 80401
LESSEE:
TOWN OF AVON
By tt
ATTACHMENTS:
Resolution No.4 of they
1Equipment Description (Exhibit A)
NEquipment Lease Schedule (Exhibit B)
Certificate of Acceptance (Exhibit C)
.Opinion of Counsel
-6-
CERTIFICATE OF ACCEPTANCE
The undersigned hereby certifies that it has
received, inspected, approved and hereby accepts delivery of
the following equipment upon the terms and conditions set
forth herein and in that Equipment Lease Agreement dated
between the undersigned and
Colorado National Leasing, Inc., a Colorado corporation:
1. Description of Equipment
1 - New P2327 Oshkosh (snowplow)
2. `Cost:
The cost of the equipment is $121,088.12 .
The undersigned further certified that the
foregoing equipment is in good order and condition, and con-
forms to the specifications applicable thereto.
The execution of this Certificate will in no way
relieve or decrease the responsibility of the manufacturer
of the equipment for any warranties it has made with respect
to the same.
The undersigned hereby requests Colorado National
Leasing, Inc. to process payment in the amount of $121,088.12
to the vendor.
Dated:
TOWN OF AVON
By A
Lessee
ATTEST:
~ a
EQUIPMENT LEASE SCHEDULE
A. EQUIPMENT LEASED:
1 - New P2327 Oshkosh (snowplow)
B. TERM: Unless sooner terminated as set forth in the
Lease, the term of this Lease respecting each item of
equipment listed on this schedule on shall commence on
and shall expire on
C. RENT: As rent for said equipment, Lessee shall pay
Lessor the sum of 159,180.00 , payable in
installments as follows: 60 monthly payments of
$2,653.00
commencing on , which said
installments of rental include interest at a rate of
11.75 per annum on the Agreed Option Price.
D. LOCATION: The above described equipment shall be
located at Town of Avon, Avon, Colorado
and shall not be removed therefrom without the prior
written consent of Lessor.
APPROVED AND AGREED TO THIS DAY OF
as a schedul~\to that certain Lease dated the
of 19
COLORADO NATIONAL LEASING, INC.
t
By,
LESSOR
TOWN OF AVON
19
day
By
LESSEE
LFAFF. # P8?O1
PAYMENT RFNT
NO. PAYMFNT
F.XHIPTT P
FC?UTPVFNT LFASF OCf'FPIILF.
PUTGNATEP REDUCTION OF
TNTF.RFST PRTPICTPAL.
PALANCF CF AGRFF.P
PRTNCTPAL OPTTO%l PRICF
IAL PALANCE
121,OPP.12 125,??6.20
1
2,65?.on
1,24P.Q1
1,4ol1.n4
119,6PL,.n,~
12?,783.16
2
2,6.5').00
1,22P.10
1,L24.Qn
118,259.17
12?,221.(,2
3
2,653.00
1,207.?P
1,1146.7?
116,817.42
120,641.5P
4
2,F53.OO
1,1P6.47
1,466.53
115,246.88
114,043.05
5
2,653.00
1,165.69
1,1IP7.35
112,859.54
117,426.01
6
2,653.00
1,144.84
1,5n8.16
112.291.?8
115.700.47
7
2,653.00
1,1?4.n2
1,52P.9P
llo,8?2.40,
114,186,44
8
2,653.oo
1,10?.?1
1,x49.70
109,272.61
112,463.00
9
2,653.00
1,CP2.?O
1,570.61
107,"02.00
11n,772.87
10
2,653.00
1,061.58
1,-,91.42
106,11n.9P
109,063.34
11
2,65'2.00
1,040.76
1,612.24
10L,49P.?4
107,775.?n
12
2,653.00
1,019.95
1,61?.05
102,P65.2P
105,5PP.77
13
2,653.00
994.13
1,693.P7
101,211.41
103,82?.74
14
2,653.00
478.??
1,674.68
09,576.7?
102,040.21
15
2,653.00
957.50
1,6Q5.50
97,841.2?
loo,2?P.1P
16
2,653.00
976.69
1,716.31
96,12L.92
QR,417.65
17
2,653.00
Q19.P7
1,7?7.1?
44,?P7.79
06,r-74.F2
1P
2,E53.00
805.06
1,757.Q4
92,62Q.44
94,721.09
19
2,653.00
P74.211
1,778.76
90,PF1.oP
Q2,P45.06
20
2,653.nO
85?.L?
1,7Q9.58
89,051.1
90,950.54
21
2,653.00
832.61
1,82o.QC)
P7,231.12
F0,077.51
22
2,653.00
¢11.34
1,8111.?1
85,'89.01
P7,105.Q4
27
2,653.00
790.08
1,F62.02
87,5?7.P9
85,15-,.06
211
2,65?.00
770.16
1,P82.P4
81,645.05
83,1F7.L4
25
2,653.Oo
740.35
1,903.65
7Q,741.40
81,200.41
26
2,693.00
72P.57
1,924.47
77,816.94
79,194.F9
27
2,653.00
707.72
1,445.2P
75,P71.65
77,170,.87
2P
2,653.00
686.90
1,966.10
73,905.56
75,128.39
29
2,653.on
666.C9
1,Q46.01
71,918.64
73,067.?-~
30
2,653.00
645.27
2,007.73
69,910.92
70,QR7.PO
31
2,653.00
F24.46
2,028.54
67,P82.?7
6P,P89.79
32
2,653.00
603.64
2,049.?6
65,83?.O1
66,773.27
33
2,653.00
582.P3
2,070.17
63,762.84
64,638.2;
34
2,653.00
562.01
2,090.94
F1,671.P5
62,484.7?
35
2,653.00
541.20
2,111.PO
54,560.05
6n,?12.71
36
2,653.00
520.38
2,132.62
57,427.4
58,1?2.20
37
2,653.00
499.57
2,15?.L3
55,274.00
55,913.16
38
2,653.00
478.75
2,174.?5
53,099.75
53,685.67
39
2,653.00
457.94
2,195.06
50,404.68
51,438.65
40
2,653.00
437.12
2,215.88
48,688.80
49,175.14
41
2,653.00
416.30
2,236.70
46,452.11
46,P92.12
42
2,653.00
395.49
2,257.51
44,194.59
44,590.61
43
2,653.00
374.67
2,278.33
41,916.27
42,270.60
44
2,653.00
353.P6
2,249.14
39,617.13
39,932.09
45
2,653.00
33.04
2,319.96
37,297.17
37,575.OF
46
2,653.00
112.23
2,340.77
34,956.40
35,199.57
47
2,653.00
291.41
2,361.59
32.594.81
32,405.56
48
2,653.00
270.60
2,382.40
30,212.41
30,393.05
49
2,653.00
249.78
2,403.22
27,PO9.19
27,962.04
50
2,653.00
228.97
2,424.03
25,385.16
25,512.54
51
2,653.00
208.15
2,444.P5
22,940.31
23,044.5?
52
2,653.00
187.34
2,465.66
20,474.65
20,558.02
53
2,653.00
166.52
2,486.48
17,9P8.17
18,053.02
54
2,653.00
145.71
2,507.29
15,480.88
15,529.51
55
2,653.00
124.P9
2,528.11
12,952.77
12,987.51
56
2,653.00
104.08
2,548.92
10,407.85
10,427.01
57
2,653.00
P~.26
2,56q.'t11
It,~1t11,11
It 11111p1,(lll
58
2,653.00
62.45
2,590.55
5,243.55
5,250.50
59
2,653.00
L1.63
2,611.?7
2,632.18
2,634.90
Nompro
ADDENDUM III
EQUIPMENT LEASE AGREEMENT
'The Lease is made this day of
19 between Colorado National Leasing, Inc., a Colorado
corporation ("Lessor") , and the Town of Avon
("Lessee").
In consideration of the mutual covenants and promises herein
set forth, the parties agree as follows:
1. LEASE. Lessor hereby leases to Lessee, and Lessee
hereby leases and hires from Lessor, the property, machinery
and equipment ("Equipment") described in the Equipment
Description (Exhibit A attached hereto and made a part
hereof).
2. TERM. This Lease shall commence on the date hereof
and unless sooner terminated as provided herein, shall
expire 3 year(s) from the date of first delivery of any
item or the Equipment.
3. RENT. Rent for the Equipment shall be in the
amount set forth in the Equipment Lease Schedule (Exhibit B
attached hereto and made a part hereof). Lessee shall pay
Lessor such rent in the amounts and at the times set forth
on Exhibit B at the office of Lessor in Golden, Colorado, or
to such other person and/or at such other place as Lessor
may from time to time designate in writing.
4. USE. Lessee shall use the Equipment in a careful
and proper manner and shall comply with all applicable
governmental laws, ordinances and regulations in any way
relating to the possession, use or maintenance of the
Equipment. If at any time during the term hereof Lessor
supplies Lessee with labels, plates or other markings,
stating that the Equipment is owned by Lessor, Lessee shall
affix the same to a prominent place on the Equipment.
5. LESSEE'S INSPECTION; WARRANTY DISCLAIMER.
(a) Lessee shall inspect the Equipment within
forty-eight (48) hours after receipt thereof. Unless Lessee
within such period of time gives written notice to Lessor,
specifying any defect in or other proper objection to the
Equipment, Lessee agrees that it shall be conclusively
presumed, as between Lessor and Lessee, that Lessee has
fully inspected and acknowledged that the Equipment is in
good condition and repair, and that Lessee is satisfied with
and has accepted the Equipment in such good condition and
repair. At or prior to expiration of such inspection
period, Lessee shall execute and deliver to Lessor the
Certificate of Acceptance. Exhibit C attached hereto and
made a part hereof).
(b) Lessor hereby assigns to Lessee for and during
the term of this Lease all manufacturer's warranties and
guarantees, express or implied, with respect to the
Equipment, to the extent such warranties and guarantees are
assignable. Lessee acknowledges that it selected each item
of Equipment based on its own analysis and investigation
from vendors chosen by Lessee and further acknowledges that
Lessor made no representations or warranties in connection
with the Equipment or vendors. LESSOR MAKES NO WARRANTY,
EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT AND
EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING THE
MERCHANTABILITY OF THE EQUIPMENT, ITS FITNESS FOR A
PARTICULAR PURPOSE, ITS DESIGN, CONDITION OR WORKMANSHIP AND
THE ENFORCEABILITY OF ANY WARRANTY OR GUARANTEE OF THE
MANUFACTURER OF THE EQUIPMENT.
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mmopwpo
6. LESSOR'S INSPECTION. Lessor shall at any and all
times during business hours have the right to enter into and
upon the premises where the Equipment may be located for the
purpose of inspecting the same or observing its use.
7. ALTERATIONS. Without the prior written consent of
Lessor, Lessee shall not make any alterations, additions or
improvements to the Equipment.
8. REPAIRS. Lessee, at its own cost and expense,
shall keep the Equipment in good repair and condition and
shall bear all expenses of the maintenance and operation of
the Equipment. '
9. INSURANCE; LOSS AND DAMAGE,; AGREED OPTION PRICE.
Lessee shall keep the Equipment insured against all risks of
loss or damage by fire and such other risks as are covered
by endorsement commonly known as supplemental or extended
coverage for the greater of the fair market value thereof or
the "Agreed Option Price" set forth in Exhibit B attached
hereto with respect to the Equipment. Lessee shall also
carry public liability and property damage insurance
covering the Equipment in amounts not less than $200,000 in
respect of bodily injury or death to any person, not less
than $500,000 in respect of any one accident, and not less
than $100,000 in respect of property damage. All such
liability insurance shall insure both Lessor and Lessee and
all such property damage insurance shall name Lessor as loss
payee as its interest may appear. Lessee may effect such
coverages under its blanket policies. No loss or damage to
the Equipment or any part thereof shall impair any
obligation of the Lessee under this Lease which shall
continue in full force and effect. In the event of loss or
damage of any kind whatever to any item of Equipment, the
proceeds of such insurance shall be applied to any item of
Equipment:
(a) To place the same in good repair, condition and
working order, or replace the same with like Equipment in
good repair, condition and working order; or
(b) If, in the reasonable judgment of Lessor, the
Equipment is determined,to be lost, stolen, destroyed or
damaged beyond repair, Lessee shall pay Lessor therefor in
cash, to the extent the insurance proceeds paid to Lessor
may be insufficient, the Agreed Option Price set forth in
Exhibit B determined as of the date of the last full rental
payment made by Lessee, plus interest on such Agreed Option
Price at the rate set forth in Exhibit B from the date of
the last full rental payment until the date of payment for
the Equipment. Upon such payment this Lease shall terminate
with respect to the Equipment so paid for and Lessor will
thereupon execute and deliver to Lessee a bill of sale
transferring such Equipment to Lessee "AS-IS-WHERE-IS,"
WITHOUT WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY
MATTER WHATSOEVER.
10. SURRENDER. Except as provided in paragraph 20
hereof, upon the expiration or earlier termination of this
Lease, Lessee shall (unless Lessee has purchased the
Equipment pursuant to paragraphs 9 or 19 hereof) return the
same to Lessor in good repair, condition and working order,-
ordinary wear and tear resulting from proper use thereof
excepted, by delivering, at Lessee's sole cost and expense,
possession of the Equipment to Lessor at such place as
Lessor may designate.
11. 'T'AXES AND LIENS.
(a) Lessee agrees to pay and to indemnify and hold
-2-
Lessor 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) Lessee shall not directly or indirectly
create, incur, assume or suffer to exist any security
interest, lien or encumbrance on or with respect to any item
of Equipment or any interest therein. Lessee shall
promptly, at its expense, take such action as may be
necessary to discharge any such security interest, lien or
encumbrance as and when the same shall arise.
12. LESSOR'S PAYMENT. In case of the failure of the
Lessee to procure or maintain insurance on the Equipment,
pay taxes on or with respect to the Equipment or maintain
the Equipment free and clear of any security interests,
liens and encumbrances, as herein specified, Lessor shall
have the right, but not be obligated, to effect such
insurance, to pay such taxes and discharge such security
interest, liens and encumbrances and the cost thereof shall
be repayable to Lessor with the next installment of rent.
13. DEFAULT. If the Lessee shall fail to pay the rent
due and payable under Exhibit B attched hereto within ten
(10) days after the same is due and payable, or if the
Lessee shall fail to observe, keep or perform any other
provision of this Lease for a period of ten (10) days after
receipt of written notice thereof, Lessor shall have the
right to exercise any one or more of the following remedies:
(a) To terminate this Lease and to sue for and
recover all rents and other payments then accrued and unpaid
hereunder and all rents and other payments which will accrue
during the then current fiscal year of Lessee.
(b) To retain all rentals and to take possession
of any or all items or Equipment, without further demand or
notice and without any court order or other process of law,
and either to remove the same or to lease the same to
others.
14. 'T'ERMINATION FOR NON-APPROPRIATION.
Notwithstanding anything herein to the contrary, if Lessee
does not appropriate funds for any fiscal year of Lessee
during the term hereof sufficient to pay the amounts due
hereunder in such fiscal year and Lessee has exhausted all
funds legally available for payments due under this Lease,
Lessee may, by written notice given to Lessor no later than
ten (10) days after adoption of the budget for such fiscal
year, thereupon terminate this Lease. Upon such
termination, Lessee shall return the Equipment to Lessor in
accordance with paragraph 10 hereof and pay all rents and
other payments due to Lessor for periods prior to the date
the Equipment is so returned to Lessor.
15. ASSIGNMENT. Without the prior written consent of
Lessor, Lessee shall neither assign, transfer, pledge or
hypothecate this Lease, the Equipment or any part thereof,
or any interest therein, nor sublet any item of Equipment.
It is understood that Lessor contemplates assigning this
Lease or interests in the Equipment and that Lessor's
assignee may also assign the same. All rights of Lessor
hereunder may be assigned, transferred, or otherwise
disposed of, either in whole or in part, without notice to
Lessee; provided, however that no assignment of this Lease
or any interest therein shall be made except subject to the
rights granted to the Lessee by virtue of this Lease; and
provided further that no assignee of Lessor shall be
-3-
qWFF1P*
obligated to perform any duty, covenant or condition
required to be performed by Lessor under the terms of this
Lease.
16. PERSONAL PROPERTY. The Equipment is, and shall at
all times be and remain, personal property notwithstanding
that the Equipment may be affixed or attached to, or
imbedded in, or permanently resting upon, real property or"
any building thereon, or attached in any manner to what is
permanent as by means of cement, plaster, nails, bolts,
screws or otherwise.
17. INDEMNITY; LIMITS OF LIABILITY. Lessee hereby
assumes liability for and agrees to indemnify and hold
Lessor harmless from and against any and all debts,
liabilities, obligations, claims and expenses, including
court costs and attorney's fees, incurred by or asserted
against Lessor in connection with, arising out of or
incident to the ownership, delivery, lease, possession, use,
operation, condition, sale or other disposition of any item
of Equipment. Lessor is not responsible for any repairs or
service to the Equipment or any defects therein. Lessor
shall not be liable for any consequential, incidental or
special damages of any character as a result of or arising
out of the lease of the Equipment, or any item thereof,
including loss of profits, property damage or lost
production, whether suffered by Lessee or any other person.
18. INTEREST. Should Lessee fail to pay any part of
the rent herein reserved or any other sum required by Lessee
to be paid to Lessor, within 10 days after the due date
thereof, Lessee shall pay to the Lessor interest on such
delinquent payment from the due date until paid at the rate
of 18% per annum
19. OPTION. Provided Lessee is not in.default in the
performance of its obligations hereunder, Lessee shall have
the option, at any time after February 28, 1983 to
purchase the Equipment for an amount equal to the Agreed
Option Price thereof set forth in Exhibit B at the date of
the last full rental payment, plus interest on such Agreed
Option Price at the rate set forth in Exhibit B from the
date of the last full rental payment until the date of
payment for the Equipment. Such option to purchase the
Equipment shall be exercised by the payment of the Agreed
Option Price plus interest as herein provided to Lessor at
Lessor's office in Golden, Colorado. If Lessee exercises
the option to purchase the Equipment, title thereto shall
thereupon become vested in Lessee and Lessor will thereupon
execute and deliver to Lessee a bill of sale transferring
such Equipment to Lessee "AS-IS-WHERE-IS", WITHOUT WARRANTY,
EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER WHATSOEVER.
20. EXPIRATION. If Lessee shall comply with all
provisions of this Lease on its part to be kept and
performed, then upon the expiration of this Lease, all
right, title and interest of Lessor in the Equipment subject
to this Lease shall vest in and become the property of
Lessee, and Lessor sale transferring such Equipment to
Lessee, "AS-IS-WHERE-IS", WITHOUT WARRANTY, EXPRESS OR
IMPLIED, WITH RESPECT TO ANY MATTER WHATSOEVER.
21. TAX EXEMPTION. The "Rent", "Interest", "Agreed
Option Price" and other.computations set forth in this Lease
and exhibits attached hereto have been fixed and computed
upon the assumption that the amount designated as "Interest"
will be exempt from federal income taxation and (if so noted
on Exhibit B) state income taxation in the hands of the
Lessor and its assignees. If it is determined that such
-4-
"Interest" payments are not so exempt, then the items of
"Rent", "Interest", "Agreed Option Price" and related
computations payable by the Lessee to Lessor hereunder shall
be adjusted so as to provide Lessor with the amount of such
items as shall equal, on an after tax basis, the amount
thereof set forth in this Lease and Exhibits attached
hereto. The method and timing of the payment of such
adjustment shall be as mutually agreed upon promptly
following notice to Lessee of the need for such adjustment.
22. FINANCIAL STATEMENTS. Lessee shall furnish to
Lessor, within sixty (60) days after the end of each fiscal
quarter of Lessee, financial statements of Lessee which
shall include a balance sheet and statement of revenue and
expense of Lessee for the quarter and the year to date and
such other information and reports as Lessor shall
reasonably request. All such financial statements shall be
certified to be true and correct by the appropriate officer
of Lessee.
23. CLAIMS. Lessor hereby appoints and constitutes
Lessee as its agent and attorney-in-fact during the term of
this Lease to assert and enforce, at the sole cost and
expense of the Lessee, whatever claims and rights the Lessor
may have as owner of the Equipment against any vendors,
manufacturers, suppliers or contractors in respect thereof.
24. NON-WAIVER. No waiver of any of the Lessee's
obligations under this Lease shall be deemed to take place
unless such waiver has been made in writing and signed by.
the Lessor. Failure to exercise any remedy which Lessor may
have under this Lease or any other acquiescence by the
Lessor in any default by the Lessee shall not constitute a
waiver of any obligation of Lessee hereunder, including the
obligation as to which Lessee is in default.
25. CONCURRENT REMEDIES. No right or remedy conferred
upon or reserved to the Lessor in this Lease is exclusive of
any other right or remedy provided or permitted herein by
law or equity; but each shall be cumulative of any other
right or remedy given hereunder, or now or hereafter
existing at law or in equity or by statute or otherwise, and
may be enforced concurrently therewith, or from time to
time.
26. MODIFICATION. This
agreement between Lessor and
amended, altered or modified
the parties hereto.
Lease constitutes the entire
Lessee and shall not be
except in a writing signed by
27. NOTICES. All notices required or permitted
hereunder shall be sufficient if delivered personally or
mailed to the parties at the address hereafter set forth or
at such other address as either party may designate in
writing from time to time. Any such notice shall be
effective 48 hours after it has been deposited in the United
States mail, duly addressed and with postage prepaid.
28. GOVERNING LAW. This Lease and other instruments
or documents executed by the parties hereto, and the rights
and duties of the parties hereto, shall be construed and
enforced in accordance with the laws of the State of
Colorado.
29. TIME. Time is of the essence of this Lease and
each and all of its provisions.
30. SEVERABILITY. If any provision in this Lease or
the application of such provision to any person or
-5-
IN WITNESS WHEREOF, the parties hereto have executed
this Lease the day and year first above written.
LESSOR:
COLORADO NATIONAL LEASING, INC.
By
Bldg. 51, Suite 150
14142 Denver West Pkwy.
Golden, CO 80401
LESSEE:
By T
ATTACHMENTS:
Resolution No. of the j
Equipment Description (Exhibit A)
,(Equipment Lease Schedule (Exhibit B)
(Certificate of Acceptance (Exhibit C)
i0pinion of Counsel
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oil
CERTIFICATE OF ACCEPTANCE
The undersigned hereby certifies that it has
received, inspected, approved and hereby accepts delivery of
the following equipment upon the terms and conditions set
forth herein and in-that Equipment Lease Agreement dated
between the undersigned and
Colorado National Leasing, Inc., a Colorado corporation:
1. Description of Equipment
r 3 -,-198-3 E1Darado Falcon-Buses -
2. Cost:
The cost of the equipment is $,-89,325
The undersigned further certified that the
foregoing equipment is in good order and condition, and con-
forms to the specifications applicable thereto.
The execution of this Certificate will in no way
relieve or decrease the responsibility of the manufacturer
of the equipment for any warranties it has made with respect
to the same.
The undersigned hereby requests Colorado National
Leasing, Inc. to process, payment in the amount of $ 89,325
to the vendor.
Dated:
TOWN OF AVON
By
Lessee
ATTEST:
W- NP ! 0
•
EQUIPMENT LEASE SCHEDULE
A. EQUIPMENT LEASED:
3 - ElDorado Falcon Buses: _
B. TERM: Unless sooner terminated as set forth in the
Lease, the term of this Lease respecting each item of
equipment listed on this schedule on shall commence on
and shall expire on
C. RENT: As rent for said equipment, Lessee shall pay
Lessor the sum of 105c378.49 , payable in
installments as follows:
36 monthly installments of $2,927.18
commencing on , which said
installments of rental include interest at a rate of
11.7.5 per annum on the Agreed Option Price.
D. LOCATION: The above described equipment shall be
located at Town of Avon, Avon, Colorado
and shall not be removed therefrom without the prior
written consent of Lessor.
APPROVED AND AGREED TO THIS DAY OF 19
as a schedule to that certain Lease dated the x day
of , 19'
COLORADO NATIONAL LEASING, INC.
By
LESSOR
TOWN OF AVON
By~
LESSEE
PAYMENT
NO.
NITIAL BALANCE
2
3
4
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
E
RENT
PAYMENT
EXHIBIT B
EQUIPMENT LEASE SCHEDULE
DESIGNATED REDUCTION OF
INTEREST PRINCIPAL
LEASE # 88203
BALANCE OF AGREED
PRINCIPAL OPTION PRICE
89,325.00 92,898.00
2,927.18
867.76
2,059.42
87,265.58
90,645.44
2,927.18
843.65
2,083.53
85,182.05
88,374.14
2,927.18
819.55
2,107.63
83,074.41
86,084.10
2,927.18
795.44
2,131.74
80,942.68
83,775.33
2,927.18
771.34
2,155.84
78,786.84
81,447.81
2,927.18
747.23
2,179.95
76,606.89
79,101.55
2,927.18
723.13
2,204.05
74,402.84
76,736.56
2,927.18
699.03
2,228.15
72,174.68
74,352.82
2,927.18
674.92
2,252.26
69,922.43
71,950.34
2,927.18
650.82
2,276.36
67,646.06
69,529.13
2,927.18
626.71
2,300.47
65,345.59
67,089.18
2,927.18
602.61
2,324.57
63,021.02
64,630.48
2,927.18
578.50
2,348.68
60,672.35
62,153.05
2,927.18
554.40
2,372.78
58,299.57
59,656.88
2,927.18
530.30
2,396.88
55,902.68
57,141.96
2,927.18
506.19
2,420.99
53,481.69
54,608.31
2,927.18
482.09
2,445.09
51,036.60
52,,055.92
2,927.18
457.98
2,469.20
48,567.40
49,484.79
2,927.18
433.88
2,443.30
46,074.10
46,894.92
2,927.18
409.77
2,517.41
43,556.69
44,286.31
2,927.18
385.67
2,541.51
41,015.18
41,658.96
2,427.18
361.56
2,565.62
38,449.57
39,012.88
2,927.18
337.46
2,589.72
35,859.85
36,348.05
2,927.18
313.36
2,613.82
33,246.02
33,664.48
2,927.18
289.25
2,637.93
30,608.09
30,962.18
2,927.18
265.15
2,662.03
27,946.06
28,241.13
2,927.18
241.04
2,686.14
25,259.93
25,501.34
2,927.18
216.94
2,710.24
22,549.68
22,742.82
2,927.18
192.83
2,734.35
19,815.34
19,965.56
2,927.18
168.73
2.758.45
17,056.89
17,169.55
2,927.18
144.63
2,782.55
14,274.34
14,354.81
2,927.18
120.52
2,806.66
11,467.68
11,521.33
2,927.18
96.42
2,830.76
8,636.91
8,669.10
2,927.18
72.31
2,854.87
5,782.05
5,798.14
2,927.18
48.21
2,878.97
2,903.08
2,908.44
2,927.18
24.10
2,903.08
.00
.00
f
SAMPLE OPINION OF COOEL
Colorado National Leasing, Inc.
14142 Denver West Parkway
Bldg. 51, Suite 150
Golden, Colorado 80401
e
Re: Equipment Lease Agreement
Gentlemen:
We have acted as counsel to
in connection with the execution and delivery of an Equipment
Lease Agreement, including the Equipment Lease Schedules,
Exhibits and Certificates attached thereto, dated ,
198, between Colorado National Leasing, Inc., a Colorado cor-
poration, and , pursuant to
which has agreed to lease the equipment
referred to in the Equipment Lease Agreement on the terms therein
contained.
In rendering this opinion, we have examined copies of
the Equipment Lease Agreement, and the Equipment Lease Schedules
as well as such other documents, records, 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. has all requisite power
and authority to lease the property which is the subject of the
Equipment Lease Agreement and has all requisite power and
authority to enter into such Equipment Lease Agreement, each
Equipment Lease Schedule and the Certificate of Acceptance
attached thereto.
2. The Equipment Lease Agreement and each Equipment
Lease Schedule has been duly authorized, executed and delivered
by and constitute the legal, valid and
binding obligations of , enforceable against
terms.
in accordance with their respective
3. The execution, delivery and performance by
of the Equipment Lease Agreement, each
Equipment Lease Schedule and the Certificate of Acceptance will
not violate or contravene any provision of the existing Colorado
or federal law or any order of any court or governmental agency
having jurisdiction, the Charter, or any mortgage,
indenture, security agreement or other instrument to which
is a party or by which it, or any of its pro-
perty, is bound.
Very truly yours,
PLEDGE AGREEMENT
THIS AGREEMENT is entered into this 21st day of
December , 198 2 between the TOWN OF AVON ("the
Town") and ARROYO COMPANY ("Contributor").
WHEREAS, provision of bus service to and from the
Beaver Creek Ski Area is essential to the welfare of the
Town of Avon; and
WHEREAS, Contributor and other condominium owners
associations have offered to contribute $2.00 per occupied
room per night to the Town to induce the Town to provide
free bus service; and
WHEREAS, the Town will enter into a lease
agreement for the purpose of acquisition of three
twenty-five passenger busses to provide such bus service;
NOW, THEREFORE, IT IS AGREED as follows:
1. Contributor pledges to contribute to the Town
of Avon an amount equal to $2.00 per occupied room, per
night, as an inducement to the Town to provide free,bus
service, provided, the amount of Contributor's contribution
shall be the minimum total amount of $14,000.00.
2. Town agrees to acquire and maintain three
twenty-five passenger busses for the purpose of providing
free bus service from points within the Town of Avon to the
Beaver Creek Ski Area. Timing, routing, hours of service
and points of pickup shall be at the discretion of the Town
after consultion with Contributor.
3. It is understood that Contributor's
contribution in paragraph 1 above shall be a minimum one and
shall not decrease because of any additional contributions.
4. Any excess of cost of providing bus service
over contributions shall be paid by the Town to the extent
of one-eighth of the Town's sales tax revenues for 1983, or
$80,000.00, which ever sum is greater. In the event the
contributions of Contributor and other condominium
associations, together with sales tax revenues, are
insufficient to pay the cost of acquisition of the busses,
Contributor shall reimburse the Town an additional sum in
the amount of the cost of acquisition of one bus but not to
exceed the amount of the deficiency. "Cost of acquisition,"
for the purpose of this Agreement means lease payments
payable by the Town.
5. This Agreement and~he obligation of the Town
shall continue in effect from l~I.ec_ , , 1982,
until December 31, 1983, unless sooner terminated upon ten
days written noltice.
ATTEEN T: TOWN OF AVON
r~
B
Town Clerk Mayor
ATTEST:
ontrizutor
a, . e //.v By
Secretary
PLEDGE AGREEMENT
THIS AGREEMENT is entered into this 21st day of
December 1982 between the TOWN OF AVON ("the
Town") and WESTERN STATES MANAGEMENT COMPANY
("Contributor").
WHEREAS, provision of bus service to and from the
Beaver Creek Ski Area is essential to the welfare of the
Town of Avon; and
WHEREAS, Contributor and other condominium owners
associations have offered to contribute $2.00 per occupied
room per night to the Town to induce the Town to provide,..
free bus service; and
WHEREAS, the Town will enter into a lease
agreement for the purpose of acquisition of three
twenty-five passenger busses to provide such bus service;
NOW, THEREFORE, IT IS AGREED as follows:
1. Contributor pledges to contribute to the Town
of Avon an amount equal to $2.00 per occupied room, per
night, as an inducement to the Town to provide free bus
service, provided, the amount of Contributor's contribution
shall be the minimum total amount of $22,000.00.
2. Town agrees to acquire and maintain three
twenty-five passenger busses for the purpose of providing
free bus service from points within the Town of Avon to the
Beaver Creek Ski Area. Timing, routing, hours of service
and points of pickup shall be at the discretion of the Town
after consultion with Contributor.
3. It is understood that Contributor's
contribution in paragraph 1 above shall be a minimum one and
shall not decrease because of any additional contributions.
4. Any excess of cost of providing bus service
over contributions shall be paid by the Town to the extent
of one-eighth of the Town's sales tax revenues for 1983 or
$80,000.00, whichever sum is greater. In the event the
contributions of Contributor and other condominium
associations, together with sales tax revenues, are
insufficient to pay the cost of acquisition of the busses,
Contributor shall reimburse the Town an additional sum in
the amount of the cost of acquisition of one bus but not to
exceed the amount of the deficiency. "Cost of acquisition,"
for the purpose of this Agreement means lease payments
payable by the Town.
5. This Agreement an the obligation of the Town
shall continue in effect from A:J_ac- / , 1982,
until December 31, 1983, unless sooner terminated upon ten
days written notice.
-TTE~T
v
Town Clerk
ATTE T:
J,e~ et ry
TOWN OF AVON
B ~
Mayo
w
i
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 12:00 NOON ON THE 21ST DAY OF
DECEMBER, 1982 AT THE MUNICIPAL-BUILDING, 400 BENCHMARK ROAD, AVON,
COLORADO FOR THE PURPOSE OF CONSIDERING THE ADOPTION OF ORDINANCE
90.#82-28, SERIES OF 1982:
AN ORDINANCE AUTHORIZING EXECUTION OF--CERTAIN EQUIPMENT LEASE
AGREEMENTS
A copy of said Ordinance is attached hereto and is also on file
at the office of the Town Clerk-and may be inspected during regular
business hours.
Following this hearing, the Council may consider final passage of
the Ordinance.
This notice given and passed by order of the Town Council of the
Town of Avon; Colorado.
Dated this 14th day of December, 1982.
TOWN OF AVON, COLO
atricia J. porle, Town (lie
POSTED-AT THE FOLLOWING PUBLIC PLACES WITHIN THE TOWN OF AVON
ON THE 14TH OF DECEMBER, 1982:
THE MAIN ENTRANCE OF THE POST OFFICE,
THE MAIN ENTRANCE TO CITY MARKET,
THE PESTER GAS STATION; AND
THE MAIN LOBBY OF THE MUNICIPAL BUILDING
Li
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I co