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TC Ord. No. 1984-11TOWN OF AVON ORDINANCE NO. 84-11 SERIES OF 1984 AN ORDINANCE AUTHORIZING EXECUTION OF CERTAIN EQUIPMENT LEASE AGREEMENTS BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO: Section 1. Those certain Equipment Lease Agreements, together with their Exhibits, copies of which agreements are attached hereto as Addenda I, II, and IIT, 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 25th day of September , 1984, 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 9th day of October , 1984, at 7:30 p.m. in the Municipal Building of the Town of Avon, Colorado. Allan R. Nottingham Mayor ATT atricia J. oyle, Tow Clerk INTRODUCED, PASSED ON SECOND READING, APPROVED AND ORDERED POSTED THIS 23rd day of October , 1984. R xe-~ la R. Davis; Mayor Pro nr. 40 ADDENDUM I Lease No. 88209 EQUIPMENT LEASE AGREEMENT (Municipal Lease) This Lease is made this day of , 19 between Colorado National Leasing, Inc., a Colorado Corporation ( "Lessor") , and the Town of Avon ("Lessee"). In consideration of the mutual covenants and promises herein set forth, the parties agree as follows: 1. LEASE. Lessor hereby leases to Lessee, and Lessee hereby leases and hires from Lessor, the property, machinery and equipment ("Equipment") described in the Equipment Description (Exhibit A attached hereto and made .a part hereof). 2. TERM. This Lease shall commence on the date hereof and unless sooner terminated as provided herein, shall expire Seven (7) 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 th2 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 pre- sumed, as between Lessor and Lessee, that Lessee has fully inspected and acknowledged that the Equipment is in good condition and repair, and that Lessee is satisfied with and has accepted the Equipment in such good condition and repair. At or prior to expiration of such inspection period, Lessee shall execute and deliver to Lessor the Certificate of Acceptance. Exhibit C attached hereto and made a part hereof). (b) Lessor hereby assigns to Lessee for and during the term of this Lease all manufacturer's warranties and guarantees, express or implied, with respect to the Equipment, to the extent such warranties and guarantees are assignable. Lessee acknowledges that it selected each item of Equipment based on its own analysis and investigation from vendors chosen by Lessee and further acknowledges that Lessor made no representations or warranties in connection with the Equipment or vendors. LESSOR MARES 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. 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 care liability and property damage insurance covering the Equipment in amounts not less than $500,000 in respect of bodily injury or death to any person, not less than $1,000,000 in respect of any one accident, and not less than $400,000 in respect of property damage. All such liability insurance shall insure both Lessor and Lessee and all such property damage insurance shall name Lessor as loss payee as its interest may appear. Lessee may effect such coverages under its blanket policies. No loss or damage to the Equipment or any part thereof shall impair any obligation of the Lessee under this Lease which shall continue in full force and effect. In the event of loss or damage of any kind whatever to any item of Equipment, the proceeds of such insurance shall be applied to any item of Equipment: (a) To place the same in good repair, condition and working order, or replace the same with like Equipment in good repair, condition and working order; or (b) If, in the reasonable judgment of Lessor, the Equipment is determined to be lost, stolen, destroyed or damaged beyond repair, Lessee shall pay Lessor therefor in cash, to the extent the insurance proceeds paid to Lessor may be insufficient, the Agreed Option Price set forth in Exhibit B determined as of the date of the last full rental payment made by Lessee, plus interest on such Agreed Option Price at the rate set forth in Exhibit B from the date of the last full rental payment until the date of payment for the Equipment. Upon such payment this Lease shall terminate with respect to the Equipment so paid for and Lessor will thereupon execute and deliver to Lessee a bill of sale transferring such Equipment to Lessee "AS-IS-WHERE-IS," WITHOUT WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER WHATSOEVER. 10. SURRENDER. Except as provided in paragraph 20 hereof, upon the expiration or earlier termination of this Lease, Lessee shall (unless Lessee has purchased the Equipment pursuant to paragraphs 9 or 19 hereof) return the same to Lessor in good repair, condition and working order, ordinary wear and tear resulting from proper use thereof excepted, by delivering, at Lessee's sole cost and expense, possession of the Equipment to Lessor at such place as Lessor may designate. 11. TAXES AND LIENS. (a) Lessee agrees to pay and to indemnify and hold Lessor harmless from all license, sales, use, personal pro- Lessor harmless from all license, sales, use, personal pro- perty 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 pro- vision of this Lease for a period of ten (10) days after receipt of written notice thereof, Lessor shall have the right to exercise any one or more of the following remedies: (a) To terminate this Lease and to sue for and recover all rents and other payments then accrued and unpaid hereunder and all rents and other payments which will accrue during the then current fiscal year of Lessee. (b) To retain all rentals and to take possession of any or all items or Equipment, without further demand or notice and without any court order or other process of law, and either to remove the same or to lease the same to others. 14. TERMINATION FOR NON-APPROPRIATION. Notwithstanding anything herein to the contrary, if Lessee does not appropriate funds for any fiscal year of Lessee during the term hereof sufficient to pay the amounts due hereunder in such fiscal year and Lessee has exhausted all funds legally available for payments due under this Lease, Lessee may, by written notice given to Lessor no later than ten (10) days after adoption of the budget for such fiscal year, thereupon terminate this Lease. Upon such ter- mination, Lessee shall return the Equipment to Lessor in accordance with paragraph 10 hereof and pay all rents and other payments due to Lessor for periods prior to the date the Equipment is so returned to Lessor. If Lessee ter- minates this Lease under the provisions of this paragraph #14, Lessee may not, during the remaining term of this Lease, replace the Equipment subject to this Lease with like kind or similarly functional Equipment or acquire the use of replacement Equipment of any kind during the remaining term of this Lease. 15. ASSIGNMENT. Without the prior written consent of Lessor, Lessee shall neither assign, transfer, pledge or hypothecate this Lease, the Equipment or any part thereof, or any interest therein, nor sublet any item of Equipment. It is understood that Lessor contemplates assigning this Lease or interests in the Equipment and that Lessor's assignee may also assign the same. All rights of Lessor hereunder may be assigned, transferred, or otherwise disposed of, either in whole or in part, without notice to -3- 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 obli- gated to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease. 16. PERSONAL PROPERTY. The Equipment is, and shall at all times be and remain, personal property notwithstanding that the Equipment may be affixed or attached to, or imbedded in, or permanently resting upon, real property or any building thereon, or attached in any manner to what is permanent as by means of cement, plaster, nails, bolts, screws or otherwise. 17. INDEMNITY; LIMITS OF LIABILITY. Lessee hereby assumes liability for and agrees to indemnify and hold Lessor harmless from and against any and all debts, liabili- ties, obligations, claims and expenses, including court costs and attorney's fees, incurred by or asserted against Lessor in connection with, arising out of or incident to the ownership, delivery, lease, possession, use, operation, con- dition, sale or other disposition of any item of Equipment. Lessor is not responsible for any repairs or service to the Equipment or any 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 suf- fered by Lessee or any other person. 18. INTEREST. Should Lessee fail to pay any part of the rent herein reserved or any other sum required by Lessee to be paid to Lessor, within 10 days after the due date thereof, Lessee shall pay to the Lessor interest on such delinquent payment from the due date until paid at the rate of 18% 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 one year from the commencement of this lease to purchase the Equipment for an amount equal to the Agreed Option Price thereof set forth in Exhibit B at the date of the last full rental payment, plus interest on such Agreed Option Price at the rate set forth in Exhibit B from the date of the last full rental payment until the date of payment for the Equipment. Such option to purchase the Equipment shall be exercised by the payment of the Agreed Option Price plus interest as herein provided to Lessor at Lessor's office in Golden, Colorado. If Lessee exercises the option to purchase the Equipment, title thereto shall thereupon become vested in Lessee and Lessor will thereupon execute and deliver to Lessee a bill of sale transferring such Equipment to Lessee "AS-IS-WHERE-IS", WITHOUT WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER WHATSOEVER. 20. EXPIRATION. If Lessee shall comply with all pro- visions of this Lease on its part to be kept and performed, then upon the expiration of this Lease, all right, title and interest of Lessor in the Equipment subject to this Lease shall vest in and become the property of Lessee, and Lessor will thereupon execute and deliver to Lessee a bill of sale transferring such Equipment to Lessee, "AS-IS-WHERE-IS", WITHOUT WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER WHATSOEVER. 21. TAX EXEMPTION. The "Rent", "Interest", "Agreed Option Price" and other computations set forth in this Lease and exhibits attached hereto have been fixed and computed -4- 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 "Interest" payments are not so exempt, then the items of "Rent", "Interest", "Agreed Option Price" and related com-' putations 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 reaso- nably request. All such financial statements shall be cer- tified to be true and correct by the appropriate officer of Lessee. 23. CLAIMS. Lessor hereby appoints and constitutes Lessee as its agent and attorney-in-fact during the term of this Lease to assert and enforce, at the sole cost and expense of the Lessee, whatever claims and rights the Lessor may have as owner of the Equipment against any vendors, manufacturers, suppliers or contractors in respect thereof. 24. NON-WAIVER. No waiver of any of the Lessee's obligations under this Lease shall be deemed to take place unless such waiver has been made in writing and signed by the Lessor. Failure to exercise any remedy which Lessor may have under this Lease or any other acquiescence by the Lessor in any default by the Lessee shall not constitute a waiver of any obligation of Lessee hereunder, including the obligation as to which Lessee is in default. 25. CONCURRENT REMEDIES. No right or remedy conferred upon'or reserved to the Lessor in this Lease is exclusive of any other right or remedy provided or permitted herein by law or equity; but each shall be cumulative of any other right or remedy given hereunder, or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith, or from time to time. 26. MODIFICATION. This Lease constitutes the entire agreement between Lessor and Lessee and shall not be amended, altered or modified except in a writing signed by the parties hereto. 27. NOTICES. All notices required or permitted hereunder shall be sufficient if delivered personally or mailed to the parties at the address hereafter set forth or at such other address as either party may designate in writing from time to time. Any such notice shall be effec- tive 48 hours after it has been deposited in the United States mail, duly addressed and with postage prepaid. 28. GOVERNING LAW. This Lease and other instruments or documents executed by the parties hereto, and the rights and duties of the parties hereto, shall be construed and enforced in accordance with the laws of the State of Colorado. 29. TIME. Time is of the essence of this Lease and each and all of its provisions. -5- 30. SEVERABILITY. If any provision in this Lease or the application of such provision to any person or cir- cumstance shall be invalid, illegal or unenforceable, the remainder of this Lease or the application of such provision to persons or circumstances other than those to which it is invalid, illegal or unenforceable shall not be affected thereby. 31. ASSIGNMENT BY LESSOR. No assignment or reassignment of any of Lessor's right, title or interest in this Lease or the Equipment shall be effective unless and until Lessee shall have received a duplicate original counterpart of the document by which the assignment or reassignment is made, disclosing the name and address of each such assignee; pro- vided, however, that if such assignment is made to a bank or trust company as paying or escrow agent for holders of cer- tificates of participation in the Lease, it shall thereafter be sufficient that a copy of the agency agreement shall have been deposited with Lessee until Lessee shall have been advised that such agency agreement is no longer in effect. During the Lease term Lessee shall keep a complete and accurate record of all such assignments in form necessary to comply with the United States Internal Revenue Code, Section 103(j), and the regulations, proposed or existing, from time to time promulgated thereunder. IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written. LESSOR: COLORADO NATIONAL LEASING, INC. By Bldg. 51, Suite 150 14142 Denver West Pkwy. Golden, CO 80401 LESSEE: TOWPJ OF AVON By Title: ATTACHMENTS TO MUNICIPAL LEASE AGREEMENT: Equipment Description (Exhibit A) Equipment Lease Schedule (Exhibit B) Certificate of Acceptance (Exhibit C) Opinion of Counsel Resolution/Incumbency Certificate dated -6- PAYMENT NO. INITIAL BALANCE LEASE # 88209 BALANCE OF AGREED PRINCIPAL OPTION PRICE 116,000.00 121,800.00 1 1,983.00 1,189.93 793.07 115,206.93 120,870.46 2 1,983.00 1,175.76 807.24 114,399.69 119,928.38 3 1,983.00 1,161.60 621.40 113,578.29 118,973.75 4 1,983.00 1,147.43 835.57 112,742.72 118,006.59 5 1,983.00 1,133.27 849.73 111,892.99 117,026.88 6 1,983.00 1,119.10 863.90 111,029.09 116,034.64 7 1,983.00 1,104.93 878.07 110,151.02 115,029.85 8 1,983.00 1,090.77 892.23 109,258.79 114,012.52 9 1,983.00 1,076.60 906.40 108,352.39 112,982.65 10 1,983.00 1,062.44 920.56 107,431.83 111,940.24. 11 1,983.00 1,048.27 934.73 106,497.10 110,885.28 12 1,983.00 1,034.11 948.89 105,548.21 109,817.79 13 1,983.00 1,019.94 963.06 104,585.15 1080737.-75 14 1,983.00 1,005.77 977.23 103,607.92 107,645.18 15 1,983.00 991.61 991.39 102,616.53 106,540.06 16 1,983.00 977.44 1,005.56 101,610.97 105,422.40 17 1,983.00 963.28 1,019.72 100,591.25 104,292.20 18 1,983.00 949.11 1,033.89 99,557.36 103,149.46 19 1,983.00 934.94 1,048.06 98,509.30 101,994.18 20 1,983.00 920.78 1,062.22 97,447.08 100,826.35 21 1,983.00 906.61 1,076.39 96,370.69 99,645.99 22 1,983.00 892.45 1,090.55 95,280.14 98,453.08 23 1,983.00 878.28 1,104.72 94,175.42 97,247.64 24 1,983.00 864.12 1,118.88 93,056.54 96,029.65 25 1,983.00 849.95 1,133.05 91,923.49 94;799.12 '26 1,983.00 835.78 1,147.22 90,776.27 93,556.05 27 1,983.00 821.62 1,161.38 89,614.89 92,300.44 28 1,983.00 807.45 1,175.55 88,439.34 91,032.28 29 1,983.00 793.29 1,189.71 87,249.63 89,751.59 30 1,983.00 779.12 1,203.88 86,045.75 88,458.35 31 1,983.00 764.95 1,218.05 84,827.70 87,152.58 32 1,983.00 750.79 1,232.21 83,595.49 85,834.26 33 1,983.00 736.62 1,246.38 82,349.11 84,503.40 34 1,983.00 722.46 1,260.54 81,088.57 83,160.00 35 1,983.00 708.29 1,274.71 79,813.86 81,804.06 36 1,983.00 694.13 1,288.87 78,524.99 80,435.58 37 1,983.00 679.96 1,303.04 77,221.95 79,054.55 38 1,983.00 665.79 1,317.21 75,904.74 77,660.99 39 1,983.00 651.63 1,331.37 74,573.37 76,254.88 40 1,983.00 637.46 1,345.54 73,227.83 74,836.24 41 1,983.00 623.30 1,359.70 71,868.13 73,405.05 42 1,983.00 609.13 1,373.87 70,494.26 71,961.32 43' 1,983.00 594.96 1,388.04 69,106.22 70,505.05 44 1,983.00 580.80 1,402.20 67,704.02 69,036.24 45 1,983.00 566.63 1,416.37 66,287.66 67,554.88 46 1,983.00 552.47 1,430.53 64,857.12 66,060.99 47 1,983.00 538.30 1,444.70 63,412.42 64,554.55 48 1,983.00 524.14 1,458.86 61,953.56 63,035.58 EXHIBIT B EQUIPMENT LEASE SCHEDULE RENT DESIGNATED REDUCTION OF PAYMENT INTEREST PRINCIPAL 49 1,983.00 509'.97 1,473.03 60,480.53 61,504.06 50 1,983.00 495.80 1,487.20 .58,993.33 59,960.00 51 1,983.00 481.64 1,501.36 57,491.97 58,403.40 52. 1,983.00 467.47 1,515.53 55,976.44 56,834.26 53 1,983.00 453.31 1,529.69 54,446.75 55,252.58 54 1,983.00 439.14 1,543.86 52,902.89 53,658.35 '55 1,983.00 424.97 1,558.03 51,344.87 52,051.59 56 1,983.00 410.81 1,572.19 49,772.67 50,432.28 57 1,983.00 396.64 1,586.36 48,186.32 48,800.44 58 1,983.00 382.48 1,600.52 46,585.79 47,156.05 59 1,983.00 368.31 1,614.69 44,971.11 45,499.12 60 1,983.00 354.15 1,628.85 43,342.25 43,829.65 61 1,983.00. 339.98 1,643.02 41,699.23 42,147.64 62 1,983.00 325.81 1,657.19 40,042.05 40,453.08 63 1,983.00 311.65 1,671.35 38,370.69 38,745.99 64 1,983.00 297.48 1,685.52 36,685.18 37,026.35 65 1,983.00 283.32 1,699.68 34;985.49 35,294.18 66: 1,983.00 269.15 1,713.85 33,271.64 33,549.46 67 1,983.00 254.98 1,728.02 31,543.63 31,792.20 68 1,983.00 240.82 1,742.18 29,801.45 30,022.40 69 1,983.00' 226.65 1,756.35 28,045.10 28,240.06 70, 1,983.00 212.49 1,770.51 26,274.59 26,445.18 71 1,983.00 198.32 1,784.68 24,489.91 24,637.75 72 1,983.00 184.16 1,798.84 22,691.07 22,817.79 .73 1,983.00 169.99 1,813.01 20,878.06 20,985.28 74 1,983.00 155.82 1,827.18 19,050.88 19,140.24 75 1,,983.00 141.66 1,841.34 17,209.54 17,282.65 76- 1,983.00 127.49 1,855.51 15,354.03 15,412.,52 77 1,983.00 113.33 1,869.67 13,484.36 13,529.85 78, 1,983.00 99.16 1,883.84 11,600.52 11,634.64 79- _1,983.00 84.99 1,898.01 9,702.51 -9,726.88 80 1,983.00 70.83 1,912.17 7,790.34 7,806.59 81 1,983.00 56.66 1,926.34 5,864.61 5,873.75 82 1,983.00 42.50 1,940.50 3,923.50 3,928.38 ,83' 1,983.00 28.33 1,954.67 1,968.83 1,970.46 84 1,983.00 14.17 1,968..83 -.00 -.00 JNLESS SOONER TERMINATED AS SET FORTH IN THE LEASE, THE TERM OF THIS LEASE RESPECTING EACH ITEM OF EQUIPMENT SHALL COMMENCE ON AND EXPIRE ON AS RENT FOR >AID EQUIPMENT, LESSEE SHALL PAY LESSOR THE SUM OF s 166,572 PAYABLE IN INSTALLMENTS IS FOLLOWS: 84 monthly PAYMENTS OF $1,983.00 COMMENCING ON WHICH' ;AID INSTALLMENTS OF RENT INCLUDE INTEREST AT THE RATE OF 11.25% PER ANNUM ON THE BALANCE IF PRINCIPAL. By Title Lease No. 88209 EXHIBIT C CERTIFICATE OF ACCEPTANCE The undersigned hereby certifies that it has received, inspected, approved and hereby accepts delivery of the following equipment upon the terms and conditions set forth herein and in that Equipment Lease Agreement dated between the undersigned and Colorado National Leasing, Inc., a Colorado corporation: 1. Description of Equipment: One Orion 30 Foot Transit Bus, S/N 2. Cost: The cost of the equipment is $ 116,000 The undersigned further certified that the foregoing equipment is in good order and condition, and con- forms to the specifications applicable thereto. The execution of this Certificate will in no way relieve or decrease the responsibility of the manufacturer of the equipment for any warranties it has made with respect to the same. The undersigned hereby requests Colorado National Leasing, Inc. to process payment in the amount of $ 116,000 to the-vendor. Dated: TOWN OF AVON By Lessee ATTEST: BILL OF SALE 83a o 9 KNOW ALL MEN BY THESE PRESENTS, that the undersigned for valuable consideration does hereby grant, sell, transfer, and deliver unto Colorado National Leasing, Inc. (Purchaser) (Grantee) the following described equipment: One Orion 30 foot Transit Bus in the amount of $116,000 To have and to hold all and singular the said goods and chattels to said Grantee, his successors and assigns. The undersigned cove- nants with said Grantee that undersigned is the lawful owner of said chattels; that they are free from all encumbrances; that undersigned has a good right to sell the same; that undersigned will warrant and defend same against the lawful claims and demands of all persons. WITNESS, the hand and seal of the seller, this 30TH day of October 1 19 84 State of Colorado (Seller) Town of Avon _ County.of Eagle By. Subscribed and sworn to Title Town Mafiager before me this 23rd day \ cf Octcbee~ , 1984. J Notary Public ;,~e_fi:~,U ! L414 ddress P. 6. Box 975 St. - P. O. Box - RR# My Comm. Expires: Apri ,14, 1988 Avon City Colorado 81620 State Zip Code I m ADDENDUM II Lease No. 88210 EQUIPMENT LEASE AGREEMENT (Municipal Lease) This Lease is made this day of , 19 between Colorado National Leasing, Inc., a Colorado Corporation ("Lessor") , and the Town of Avon ("Lessee"). In consideration of the mutual covenants and promises herein set forth, the parties agree as follows: 1. LEASE. Lessor hereby leases to Lessee, and Lessee hereby leases and hires from Lessor, the property, machinery and equipment ("Equipment") described in the Equipment Description (Exhibit A attached hereto and made.a part hereof). 2. TERM. This Lease shall commence on the date hereof and unless sooner terminated as provided herein, shall expire Seven 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 pre- sumed, as between Lessor and Lessee, that Lessee has fully inspected and acknowledged that the Equipment is in good condition and repair, and that Lessee is satisfied with and has accepted the Equipment in such good condition and repair. At or prior to expiration of such inspection period, Lessee shall execute and deliver to Lessor the Certificate of Acceptance. Exhibit C attached hereto and made a part hereof). (b) Lessor hereby assigns to Lessee for and during the term of this Lease all manufacturer's warranties and guarantees, express or implied, with respect to the Equipment, to the extent such warranties and guarantees are assignable. Lessee acknowledges that it selected each item of Equipment based on its own analysis and investigation from vendors chosen by Lessee and further acknowledges that Lessor made no representations or warranties in connection with the Equipment or vendors. LESSOR MARES 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. 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 care liability-and property damage insurance covering the Equipment in amounts'not less than $500,000 in respect-of bodily injury or death to any person, not less than $1,000';000 in respect of any one accident, and not less than $400,000 in respect of property damage. All such liability insurance shall insure both Lessor and Lessee and all such property damage insurance shall name Lessor as loss payee as its interest may appear. Lessee.may effect such coverages under its blanket policies. No loss-or damage to the Equipment or any part thereof shall impair any obligation of the Lessee under this Lease which shall-continue in full force and effect. In the event of loss or damage of any kind whatever to any item of Equipment, the -proceeds of such insurance shall be applied to any item of Equipment: (a) To place the same in good repair, condition and working order, or replace the same with like Equipment in good repair, condition and working order; or (b) If, in the reasonable judgment of Lessor, the Equipment is determined to be lost, stolen, destroyed or damaged=beyond repair, Lessee shall pay Lessor therefor in cash, to the extent the insurance proceeds paid to Lessor may be insufficient, the Agreed Option Price set forth in Exhibit B determined as of the date of the last full rental payment made by Lessee, plus interest"on such Agreed Option Price at the rate set forth in Exhibit B from the date of the last full rental payment until the date of payment for the Equipment. Upon such payment this Lease shall terminate with respect to the-Equipment so paid for and Lessor will thereupon execute and deliver to Lessee a bill of sale transferring such Equipment to Lessee "AS-IS-WHERE-IS," WITHOUT WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER WHATSOEVER. 10. SURRENDER. Except as provided,in paragraph 20 hereof, upon the expiration or earlier termination of this Lease, Lessee shall (unless Lessee has purchased the Equipment pursuant to paragraphs 9 or 19 hereof) return the same to Lessor in good repair, condition and working order, ordinary wear and tear resulting from proper use thereof excepted, by delivering, at Lessee's sole cost and expense, possession of the Equipment to Lessor at such place as Lessor may designate. 11. TAXES AND LIENS. , (a) Lessee agrees to pay and to indemnify and hold, Lessor harmless from all license, sales, use, personal pro- Lessor harmless from all license, sales, use, personal pro- perty 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 pro- vision of this Lease for a period of ten (10) days after receipt of written notice thereof, Lessor shall have the right to exercise any one or more of the following remedies: (a) To terminate this Lease and to sue for and recover all rents and other payments then accrued and unpaid hereunder and all rents and other payments which will accrue during the then current fiscal year of Lessee. (b) To retain all rentals and to take possession of any or all items or Equipment, without further demand or notice and without any court order or other process of law, and either to remove the same or to lease the same to others. 14. TERMINATION FOR NON-APPROPRIATION. Notwithstanding anything herein to the contrary, if Lessee does not appropriate funds for any fiscal year of Lessee during the term hereof sufficient to pay the amounts due hereunder in such fiscal year and Lessee has exhausted all funds legally available for payments due under this Lease, Lessee may, by written notice given to Lessor no later than ten (10) days after adoption of the budget for such fiscal year, thereupon terminate this Lease. Upon such ter- mination, Lessee-.shall return the Equipment to Lessor in accordance with paragraph 10 hereof and pay all rents and other payments due to Lessor for periods prior to the date the Equipment is so returned to Lessor. If Lessee ter- minates this Lease under the provisions of this paragraph #14, Lessee may not, during the remaining term of this Lease, replace the Equipment subject to this Lease with like kind or similarly functional Equipment or acquire the use of replacement Equipment of any kind during the remaining term of this Lease. 15. ASSIGNMENT. Without the prior written consent of Lessor, Lessee shall neither assign, transfer, pledge or hypothecate this Lease, the Equipment or any part thereof, or any interest therein, nor sublet any item of Equipment. It is understood that Lessor contemplates assigning this Lease or interests in the Equipment and that Lessor's assignee may also assign the same. All rights of Lessor hereunder may be assigned, transferred, or otherwise disposed of, either in whole or in part, without notice to -3- ■ 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 obli- gated to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease. 16. PERSONAL PROPERTY. The Equipment is, and shall at all times be and remain, personal property notwithstanding that the Equipment may be affixed or attached to, or imbedded in, or permanently resting upon, real property or any building thereon, or attached in any manner to what is permanent as by,means of cement, plaster, nails, bolts, screws or otherwise. 17. INDEMNITY; LIMITS OF LIABILITY. Lessee hereby assumes liability for and agrees to indemnify and hold Lessor harmless from and against any and all debts, liabili- ties, obligations, claims and expenses, including court costs and attorney's fees, incurred by or asserted against Lessor in connection with, arising out of or incident to the ownership, delivery, lease, possession, use, operation, con- dition, sale or other disposition of any item of Equipment. Lessor is not responsible for any repairs or service to the Equipment or any 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 suf- fered by Lessee or any other person. 18. INTEREST. Should Lessee fail to pay any part of the rent herein reserved or any other sum required by Lessee to be paid to Lessor, within 10 days after the due date thereof, Lessee shall pay to the Lessor interest on such delinquent payment from the due date until paid at the rate of 18% 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 one year from the commencement of this lease to-purchase the Equipment for an amount equal to the Agreed Option Price thereof set forth in Exhibit B at the date of the last full rental payment, plus interest on such Agreed Option Price at the rate set forth in Exhibit B from the date of the last full rental payment until the date of payment for the Equipment. Such option to purchase the Equipment shall be exercised by the payment of the Agreed Option Price plus interest as herein provided to Lessor at Lessor's office in Golden, Colorado. If Lessee exercises the option to purchase the Equipment, title thereto shall thereupon become vested in Lessee and Lessor will thereupon execute and deliver to Lessee a bill of sale transferring such Equipment to Lessee "AS-IS-WHERE-IS", WITHOUT WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER WHATSOEVER. 20. EXPIRATION. If Lessee shall comply with all pro- visions of this Lease on its part to be kept and performed, then upon the expiration of this Lease, all right, title and interest of Lessor in the Equipment subject to this Lease shall vest in and become the property of Lessee, and Lessor will thereupon execute and deliver to Lessee a bill of sale transferring such Equipment to Lessee, "AS-IS-WHERE-IS", WITHOUT WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER WHATSOEVER. 21. TAX EXEMPTION. The "Rent", "Interest", "Agreed Option Price" and other computations set forth in this Lease and exhibits attached hereto have been fixed and computed 11 -4- O Is 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 "Interest" payments are not so exempt, then the items of "Rent", "Interest", "Agreed Option Price" and related com- putations 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 reaso- nably request. All such financial statements shall be cer- tified to be true and correct by the appropriate officer of Lessee. 23. CLAIMS. Lessor hereby appoints and constitutes Lessee as its agent and attorney-in-fact during the term of this Lease to assert and enforce, at the sole cost and expense of the Lessee, whatever claims and rights the Lessor may have as owner of the Equipment against any vendors, manufacturers, suppliers or contractors in respect thereof. 24. NON-WAIVER. No waiver of any of the Lessee's obligations under this Lease shall be deemed to take place unless such waiver has been made in writing and signed by the Lessor. Failure to exercise any remedy which Lessor may have under this Lease or any other acquiescence by the Lessor in any default by the Lessee shall not constitute a waiver of any obligation of Lessee hereunder, including the obligation as to which Lessee is in default. 25. CONCURRENT REMEDIES. No right or remedy conferred upon or reserved to the Lessor in this Lease is exclusive of any other right or remedy provided or permitted herein by law or equity; but each shall be cumulative of any other right or remedy given-hereunder, or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith, or from time to time. 26. MODIFICATION. This Lease constitutes the entire agreement between Lessor and Lessee and shall not be amended, altered or modified except in a writing signed by the parties hereto. 27. NOTICES. All notices required or permitted hereunder shall be sufficient if delivered personally or mailed to the parties at the address hereafter set forth or at such other address as either party may designate in writing from time to time. Any such notice shall be effec- tive 48 hours after it has been deposited in the United States mail, duly addressed and with postage prepaid. 28. GOVERNING LAW. This Lease and other instruments or documents executed by the parties hereto, and the rights and duties of the parties hereto, shall be construed and enforced in accordance with the laws of the State of Colorado. 29. TIME. Time is of the essence of this Lease and each and all of its provisions. -5- e 9 30. SEVERABILITY. If any provision in this Lease or the application of such provision to any person'or cir- cumstance shall be invalid, illegal or unenforceable, the remainder of this Lease or the application of such provision to persons or circumstances other than those to which it is invalid, illegal or unenforceable shall not be affected thereby. 31. ASSIGNMENT BY LESSOR. No assignment or reassignment of any of Lessor's right, title or interest in this Lease or the Equipment shall be effective unless and until Lessee shall have received a duplicate original counterpart of the document by which the assignment or reassignment is made, disclosing the name and address of each such assignee; pro- vided, however, that if such assignment is made to a bank or trust company as paying or escrow agent for holders of cer- tificates of participation in the Lease, it shall thereafter be sufficient that a copy of the agency agreement shall have been deposited with Lessee until Lessee shall have been advised that such agency agreement is no longer in effect. During the Lease term Lessee shall keep a complete and accurate record of all such assignments in form necessary to comply with the United States Internal Revenue Code, Section 103(j), and the regulations, proposed or existing, from time to time promulgated thereunder. IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written. LESSOR: COLORADO NATIONAL LEASING, INC. By Bldg. 51, Suite 150 14142 Denver West Pkwy. Golden, CO 80401 LESSEE: TOWN OF AVON By Title: ATTACHMENTS TO MUNICIPAL LEASE AGREEMENT: Equipment Description (Exhibit A) Equipment Lease Schedule (Exhibit B) Certificate of Acceptance (Exhibit C) Opinion of Counsel Resolution/Incumbency Certificate dated -6- PAYMENT RENT NO. PAYMENT IITIAL BALANCE LEASE # 88210 BALANCE OF PRINCIPAL AGREED OPTION PRICE 125,800.00 132,090.00 1 2,150.00 1,289.41 860.59 124,939.41 131,081.41 2 2,150.00 1,274.06 875.94 124,063.47 130,059.24 3 2,150.00 1,258.71 891.,29 123,172.18 129,023.47 4 2,150.00 1,243.36 906.64 122,265.55• 127,974'.12 5 2,150.00 1,228.01 921.99 121,343.56 126,911.18 6 2,150.00 1,212.66 937.34 120,406.22 125,834.65 7 2,150.00 1,197.31 952.69 119,453.53 124,744.53 8 2,150.00 1,181.96 968:04 118,485.49 '123,640.82 9 2,150.00 1,166.61 983.39 117,502.10 122,523.53 10 2,150.00 1,151.26 998.74 116,503.36 121,392.65 11 2,•150.00 1,135.91 1,014.09 115,489..27 120,248.18 12 2,150.00 1,120.56 1,029.44 114,459.83 119,090.12 13 2,150.00 1,105.21 1,044.79 113,415.04 117,918.47 14 2,150.00 1,089.86 1,060.14 112,354.90 116,733.24 15 2,150100 1,074.51 1,075.49 111,279.41 115,534.41 16 2,150.00• 1,059.16 1,090.84 110,188.57 114,322.00 17 2,150.00 1,043.81 1,106.19 109•,082.38 113;096.00 18 2,150.00 1,028.46 1,121.54 107,960.84 111,856.41 '19 2;150.00 1,013.11 1,1360-89 106,823.95- 110,603.24 20 2,150.00 997.76 1,152.24 105,671.71 109,336.47 21 2's,150,00 982.41 1,167.59 104,504.12 108,056.12 ,22 2,150.00 967.06 1,182.94 103,321.18 106,762.18 23 2,150.00 951.71 1,198.29 102,122.89 105,454.65 24 2,150.00 936.36 1,213.64 100,909.24 104,133.53 25 2,150.00- 921.01 1,228.99 99,680.25 102,798.82 26 2,150.00 905.66 1,244.34 98,435.91 101,450.53 27 2,150.00 890.31 1,259.69 97,176.22 100,088.65 28 2,150.00 874.96 1,275.04' 95,901.18 98,713.18 29 2,150.00 859.61 1,290.39 94,610.78 97,324.12 30 2,150.00 844.26 1,305.74 93,305.04 95,921.47 • 31 2,150.00 828.91 1,321.09 91,983.95• 94,505.24 32 2,150.00 813.56 1,336.44 90,647.51 93,075.41 33 2,150.00 798.21 1,351.79 89,295.71 91,632.00 34 2,150.00 782.86 1,367.14 87,928.57 90,175.00 35 2,1501.00 767.51 1,382.49 86,546.08. 88,704.41 36 2,150.00 752.16 1,397.84 85,148.24 87,220.24 37 2,150.00 736.81 1,413.19 83,735.04 85,722.47 38 2,150.00 721.46 1,428.54 82,306.50 84,2 11.12 39 2,150.00 706.11 1,443.89 80,862.61 82,686.18 40 2,150.00 690.76 1,459.24 79,403.36 81,•147.65 41 2,150.00 675.41 1,474.59 77,928.77 79,595.53 42 2,150.00 660.06 1,489.94 76,438.82 78,029.82 43 2,150.00 644.71 1,505.29 74,933.53 76,450.53 44 2,150.00 629.36 1,520.64 73,412.89 74,857.65 45 2,150.00 614.01 1,535.99 71,876.89 73,251.18 46 2,150.00 598.66 1,551.34 70,325.55 71,631.12 47 2,150.00 583.31 1,566.69 68,758.85 69,997.47 48 2,150.00 567.96 1,582.04 67,176.81 68,350.24 EXHIBIT B EQUIPMENT LEASE SCHEDULE DESIGNATED REDUCTION'OF INTEREST PRINCIPAL 49 2,150.00 552.61 1,597.39 65,579.41 66,689.41 50 2,150.00 537.25 1,612.75 63,966.67 65,015.00 51 2,150.00 521.90 1,628.10 62,338.57 63,327.00 52 2,150.00 506.55 1,643.45 , ..•60,695.13 61,625.41 53 2,150.00 491.20 1,658.80 59,036.33 59,910.24 54- 2,150.00 475.85 1,674.15- 579362.18 58,181.47 55 2,150.00 460.50 1,689.50 55,672.69 56,439.12 56 2,150.00 445.15 1,704.85 53,967.84 54,683.18 57 2,150.00 429.80 1,720.20 52,247.65 52,913.65 58 2,150.00 414.45 1,735.55 50,512.10 51,130.53 59 2,150.00 399.10 1,750.90 48,761.20 49,333.82 60 2.,150.00• 383.75 1,766.25 46,994,96 47,523.53 61 2,150.00 368.40 1,781.60 45,213.36 45,699.65 62 2,150.00 353.05 1,796.95 43,416.41 43,862118.- 63 2,150.00 337.70 1,812.30 41,604.12 42,011.12 64 2,150.00 '322.35 1,827.65 39,776.47 40,146.47 65 2,150.00 307.00 1,843.00 37,933.47 38,268.24 66 2,150.00 291.65 1,858.35 36,075.13 36,376.41 67• 2,150.00 276.30 1,873.70 34,201.43 34,471.00, 68 2,150.00 260.95 1,889.05 -32,312.38 32,552.00 69 2,150.00 245.60 1,904.40 30,407.98 30,619.41 70 2,1 230.25 1,919.75 28,488.24 28,673.24 71 2,150.00 214.90 1,935.10 26,553.14 26,713.47 72 2,150.00 199.55 1,950.45 24,602.69.. •24,740.12- 73 2,150.60 184.20 1,965.80 22,636.89 22,753.18 74 2,150.00 168.85 1;9810i15 20,655.74 20,752.65 75 2,150.00 153.50 1,996.50 18,659.24 18,738.53 , -76 2,150.00 138.15 2,011.85 16,647.39 16,710.82 77 2,150.00' 122.80 2,027.20 14,620.20 14,669.53 78 2150.00 , 107.45 2,042.55 12,577.65 12,614.65 79 ,150.00 2 92.10 2,057.90 10,519.75 10,546.18 80 2,150.00 76.75 2,073_.25 8,446.50 8,464.12 81 2,150.00 61.40 2,088.60 6,357.90 6,368.47 82 2,150.00 46.05 2,103.95 4,253.95 4,259.24 83 2,150.00 30.70 2,119.30 2,134.65 2,136.41 84 2,150.00 15.35 2,134.65 100 000 UNLESS SOONER TERMINATED AS SET FORTH IN THE LEASE, THE TERM OF.THIS LEASE RESPECTING EACH ITEM OF EQUIPMENT SHALL COMMENCE ON AND EXPIRE ON AS RENT FOR SAID.EQUIPMENT, LESSEE SHALL PAY LESSOR THE SUM OF 5180,600 PAYABLE IN INSTALLMENTS AS FOLLOWS: 84 monthly PAYMENTS OF 8 2,150.00 COMMENCING ON WHICH SAID INSTALLMENTS OF RENT INCLUDE INTEREST AT THE RATE OF 11.25 % PER ANNUM ON THE BALANCE ,OF,PRINCIPAL. By Title Lease No. 88210 EXHIBIT C CERTIFICATE OF ACCEPTANCE The undersigned hereby certifies that it has received, inspected, approved and hereby accepts delivery of the following equipment upon the terms and conditions, set forth herein and in that Equipment Lease Agreement dated between the undersigned and Colorado National Leasing, Inc., a Colorado corporation: 1. Description of Equipment:, One Orion 35 foot Transit Bus, S/N 2. Cost: The cost of the equipment is $125,800 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 $125,800 to the vendor. Dated: TOWN OF AVON By Lessee ATTEST: BILL OF SALE eFq oL/ o KNOW ALL MEN BY THESE PRESENTS, that the undersigned for valuable consideration does hereby grant, sell, transfer, and deliver unto Colorado National Leasing, Inc. (Purchaser) (Grantee) the following described equipment: One Orion 35 foot Transit Bus in the amount of $125,800 C To have and to hold all and singular the said goods and chattels to said Grantee, his successors and assigns: The undersigned cove- nants with said Grantee that undersigned is the lawful owner of said chattels; that they are free from all encumbrances; that undersigned has a good right to sell the same; that undersigned will warrant and defend same against the lawful claims and demands of all persons. WITNESS, the hand and seal of the seller, this 30TH day of October , 1984. State of Colorado (Seller)- Town of Avon County of Eagle By. ~ Subscribed and sworn to Title Town Manager before meh{s 23rd day Of Octob" 19 4 . Notary )-,,/,Address P. 0. Box 975 St. - P.O. Box - RR# My Comm. Expires: April 1V. 1988 Avon City Colorado 81620 State Zip Code W ADDENDUM III Lease No. 88211 EQUIPMENT LEASE AGREEMENT (Municipal Lease) This Lease is made this day of , 19 between Colorado National Leasing, Inc., a Colorado Corporation ("Lessor"), and the Town of Avon ("Lessee"). In consideration of the mutual covenants and promises herein set forth, the parties agree as follows: 1. LEASE. Lessor hereby leases to Lessee, and Lessee hereby leases and hires from Lessor, the property, machinery and equipment ("Equipment") described in the Equipment Description (Exhibit A attached hereto and made .a part hereof). 2. TERM. This Lease shall commence on the date hereof and unless sooner terminated as provided herein, shall expire Seven (7) 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 pre- sumed, as between Lessor and Lessee, that Lessee has fully inspected and acknowledged that the Equipment is in good condition and repair, and that Lessee is satisfied with and has accepted the Equipment in such good condition and repair. At or prior to expiration of such inspection period, Lessee shall execute and deliver- to Lessor the Certificate of'Acceptance. Exhibit C attached hereto and made a part hereof). (b) Lessor hereby assigns to Lessee for and during the term of this Lease all manufacturer's warranties and guarantees, express or implied,-with respect to the Equipment, to the extent such warranties and guarantees are assignable. Lessee acknowledges that it selected each item of Equipment based on its own analysis and investigation from vendors chosen by Lessee and further acknowledges that Lessor made no representations or warranties in connection with the Equipment or vendors. LESSOR MARES 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. 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 care liability and property damage insurance covering the Equipment in amounts not less than $500,000 in respect of bodily injury or death to any person, not less than $1,000,000 in respect of any one accident, and not less than $400,000 in respect of property damage. All such liability insurance shall insure both Lessor and Lessee and all such property damage insurance shall name Lessor as loss payee as its interest may appear. Lessee may effect such coverages under its blanket policies. No loss or damage to the Equipment or any part thereof shall impair any obligation of the Lessee under this Lease which shall continue in full force and effect. In the event of loss or damage of any kind whatever to any item of Equipment, the proceeds of such insurance shall be applied to any item of Equipment: (a) To place the same in good repair, condition and working order, or replace the same with like Equipment in good repair, condition and working order; or (b) If, in the reasonable judgment of Lessor, the Equipment is determined to be lost, stolen, destroyed or damaged beyond repair, Lessee shall pay Lessor therefor in cash, to the extent the insurance proceeds paid to Lessor may be insufficient, the Agreed Option Price set forth in Exhibit B determined as of the date of the last full rental payment made by Lessee, plus interest on such Agreed Option Price at the rate set forth in Exhibit B from the date of the last full rental payment until the date of payment for the Equipment. Upon such payment this Lease shall terminate with respect to the Equipment so paid for and Lessor will thereupon execute and deliver to Lessee a bill of sale transferring such Equipment to Lessee "AS-IS-WHERE-IS," WITHOUT WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER WHATSOEVER. 10. SURRENDER. Except as provided in paragraph 20 hereof, upon the expiration or earlier termination of this Lease, Lessee shall (unless Lessee has purchased the Equipment pursuant to paragraphs 9 or 19 hereof) return the same to Lessor in good repair, condition and working order, ordinary wear and tear resulting from proper use thereof excepted, by delivering, at Lessee's sole cost and expense, possession of the Equipment to Lessor at such place as Lessor may designate. 11. TAXES AND LIENS. (a) Lessee agrees to pay and to indemnify and hold Lessor harmless from all license, sales, use, personal pro- Lessor harmless from all license, sales, use, personal pro- perty 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 pro- vision of this Lease for a period of ten (10) days after receipt of written notice thereof, Lessor shall have the right to exercise any one or more of the following remedies: (a) To terminate this Lease and to sue for and recover all rents and other payments then accrued and unpaid hereunder and all rents and other payments which will accrue during the then current fiscal year of Lessee. (b) To retain all rentals and to take possession of any or all items or Equipment, without further demand or notice and without any court order or other process of law, and either to remove the same or to lease the same to others.. 14. TERMINATION FOR NON-APPROPRIATION. Notwithstanding anything herein to the contrary, if Lessee does not appropriate funds for any fiscal year of Lessee during the term hereof sufficient to pay the amounts due hereunder in such fiscal year and Lessee has exhausted all funds legally available for payments due under this Lease, Lessee may, by written notice given to Lessor no later than ten (10) days after adoption of the budget for such fiscal year, thereupon terminate this Lease. Upon such ter- mination, Lessee shall return the Equipment to Lessor in accordance with paragraph 10 hereof and pay all rents and other payments due to Lessor for periods prior to the date the Equipment is so returned to Lessor. If Lessee ter- minates this Lease under the provisions of this paragraph #14, Lessee may not, during the remaining term of this Lease, replace the Equipment subject to this Lease with like kind or similarly functional Equipment or acquire the use of replacement Equipment of any kind during the remaining term of this Lease. 15. ASSIGNMENT. Without the prior written consent of Lessor, Lessee shall neither assign, transfer, pledge or hypothecate this Lease, the Equipment or any part thereof, or any interest therein, nor sublet any item of Equipment. It is understood that Lessor contemplates assigning this Lease or interests in the Equipment and that Lessor's assignee may also assign the same. All rights of Lessor hereunder may be assigned, transferred, or otherwise disposed of, either in whole or in part, without notice to -3- I 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 obli- gated to perform any duty, covenant or condition required to be performed by Lessor under the terms of this Lease. 16. PERSONAL PROPERTY. The Equipment is, and shall at all times be and remain, personal property notwithstanding that the Equipment may be affixed or attached to, or imbedded in, or permanently resting upon, real property or any building thereon, or attached in any manner to what is permanent as by means of cement, plaster, nails, bolts, screws or otherwise. 17. INDEMNITY; LIMITS OF LIABILITY. Lessee hereby assumes liability for and agrees to indemnify and hold Lessor harmless from and against any and all debts, liabili- ties, obligations, claims and expenses, including court costs and attorney's fees, incurred by or asserted against Lessor in connection with, arising out of or incident to the ownership, delivery, lease, possession, use, operation, con- dition, sale or other disposition of any item of Equipment. Lessor is not responsible for any repairs or service to the Equipment or any 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 suf- fered by Lessee or any other person. 18. INTEREST. Should Lessee fail to pay any part of the rent herein reserved or any other sum required by Lessee to be paid to Lessor, within 10 days after the due date thereof, Lessee shall pay to the Lessor interest on such delinquent payment from the due date until paid at the rate of 18% 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 one year from the commencement of this lease to purchase the Equipment for an amount equal to the Agreed Option Price thereof set forth in Exhibit B at the date of the last full rental payment, plus interest on such Agreed Option Price at the rate set forth in Exhibit B from the date of the last full rental payment until the date of payment for the Equipment. Such option to purchase the Equipment shall be exercised by the payment of the Agreed Option Price plus interest as herein provided to Lessor at Lessor's office in Golden, Colorado. If Lessee exercises the option to purchase the Equipment, title thereto shall thereupon become vested in Lessee and Lessor will thereupon execute and deliver to Lessee a bill of sale transferring such Equipment to Lessee "AS-IS-WHERE-IS", WITHOUT WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER WHATSOEVER. 20. EXPIRATION. If Lessee shall comply with all pro- visions of this Lease on its part to be kept and performed, then upon the expiration of this Lease, all right, title and interest of Lessor in the Equipment subject to this Lease shall vest in and become the property of Lessee, and Lessor will thereupon execute and deliver to Lessee a bill of sale transferring such Equipment to Lessee, "AS-IS-WHERE-IS", WITHOUT WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER WHATSOEVER. 21. TAX EXEMPTION. The "Rent", "Interest", "Agreed Option Price" and other computations set forth in this Lease and exhibits attached hereto have been fixed and computed 11 -4- 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 "Interest" payments are not so exempt, then the items of "Rent", "Interest", "Agreed Option Price" and related com- putations 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 reaso- nably request. All such financial statements shall be cer- tified to be true and correct by the appropriate officer of Lessee. 23. CLAIMS. Lessor hereby appoints and constitutes Lessee as its agent and attorney-in-fact during the term of this Lease to assert and enforce, at the sole cost and expense of'the Lessee, whatever claims and rights the Lessor may have as owner of the Equipment against any vendors, manufacturers, suppliers or contractors in respect thereof. 24. NON-WAIVER. No waiver of any of the Lessee's obligations under this Lease shall be deemed to take place unless such waiver has been made in writing and signed by the Lessor. Failure to exercise any remedy which Lessor may have under this Lease or any other acquiescence by the Lessor in any default by the Lessee shall not constitute a waiver of any obligation of Lessee hereunder, including the obligation as to which Lessee is in default. 25. CONCURRENT REMEDIES. No right or remedy conferred upon or reserved to the Lessor in this Lease is exclusive of any other right or remedy provided or permitted herein by law or equity; but each shall be cumulative of any other right or remedy given hereunder, or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith, or from time to time. 26. MODIFICATION. This Lease constitutes the entire agreement between Lessor and Lessee and shall not be amended, altered or modified except in a writing signed by the parties hereto. 27. NOTICES. All notices required or permitted hereunder shall be sufficient if delivered personally or mailed to the parties at the address hereafter set forth or at such other address as either party may designate in writing from time to time. Any such notice shall be effec- tive 48 hours after it has been deposited in the United States mail, duly addressed and with postage prepaid. 28. GOVERNING LAW. This Lease and other instruments or documents executed by the parties hereto, and the rights and duties of the parties hereto, shall be construed and enforced in accordance with the laws of the State of Colorado. 29. TIME. Time is of the essence of this Lease and each and all of its provisions. -5- 30. SEVERABILITY. If any provision in this Lease or the application of such provision to any person or cir- cumstance shall be invalid, illegal or unenforceable, the remainder of this Lease or the application of such provision to persons or circumstances other than those to which it is invalid, illegal or unenforceable shall not be affected thereby. 31. ASSIGNMENT BY LESSOR. No assignment or reassignment of any of Lessor's right, title or interest in this Lease or the.Equipment shall be effective unless and until Lessee shall have received a duplicate original counterpart of the document by which the assignment or reassignment is made, disclosing the name and address of each such assignee; pro- vided, however, that if such assignment is made to a bank or trust company as paying or escrow agent for holders of cer- tificates of participation in the Lease, it shall thereafter be sufficient that a copy of the agency agreement shall have been deposited with Lessee until Lessee shall have been advised that such agency agreement is no longer in effect. During the Lease term Lessee shall keep a complete and accurate record of all such assignments in form necessary to comply with the United States Internal Revenue Code, Section 103(j), and the regulations, proposed or existing, from time to time promulgated thereunder. IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written. LESSOR: COLORADO NATIONAL LEASING, INC. By Bldg. 51, Suite 150 14142 Denver West Pkwy. Golden, CO 80401 LESSEE: TOWN OF AVON By Title: ATTACHMENTS TO MUNICIPAL LEASE AGREEMENT: Equipment Description (Exhibit A) Equipment Lease Schedule (Exhibit B) Certificate of Acceptance (Exhibit C) Opinion of Counsel Resolution/Incumbency Certificate dated -6- PAYMENT NO, TIAL BALANCE RENT PAYMENT EXHIBIT B EQUIPMENT LEASE SCHEDULE DESIGNATED REDUCTION OF INTEREST PRINCIPAL LEASE 1 88211 BALANCE OF AGREED PRINCIPAL, OPTION PRICE 125,800.00 132,090.00 1 2,150.00 1,289.41 860.59 124,939.41 131,081.41 2 2,150.00 1,274.06 875.94 124,063.47 130,059.24 3 2,150.00 1,258.71 891.29 123,172.18 129,023.47 4 2,150.00 1,243.36 906.64 122,265.55 127,974.12 5 2,150.00 1,228.01 921.99 121,343.56 126,911.18 6 2,150.00 1,212.66 937.34 120,406.22 125,834.65 7 2,150.00 1,197.31 952.69 119,453.53 124,744.53 8 2,150.00 1,181.96 968.04 •118,485.49 123,640.82 9 2,150.00 1,166.61 983.39 117,502.10 122,523.53• 10 2,150.00 1,151.26 998.74 116,503.36 121,392.65 11 2,156.00 1,135.91 1,014.09 115,489.27 120,248.18 12 2,150.00 1,120.56 1,029.44 114,459.83 119,090.12 13 •2,150.00 1,105.21 1,044.79 113,415.04 117,918.47 14 28150.00 1,089.86 1,060.14 112,354.90 116,733.24 15 2,150.00 1,074.51 1,075.49 111,279.41 115,534.41 16 2,150.00 1,059.16 1,090.84 110,188.57 114,322.00 17 2,150.00 1,043.81 1,106.19 109,082.38 113,096.00 18 2,150.00 1,028.46 1,121.54, 107,960.84 111,856.41 19 2,150.00 1,013.11 1,136.89 106,823.95 11.0,603.24 20 2,150.•00 997.76 1,152.24 105,671.71 109,336.47 21_ 2,150.00 982.41 1,167.59 104,504.12 1'08,056.12 22 2,150.00 967.06 1,182.94 103,321.18 106,762.18 23 2,150.00 951.71 1,198.29 102,122.89 105,454.65 24' 2,150.00. 936.36 1,213.64 100,909.24 104,133.53 25 2,150.00 921.01 1,228.99 -99,680.25 102,798.82 26 2,150.00 905.66 1,244.34 98,435.91 101,450.53 27 2,150.00 890.31 1,259.69 97,176.22 100,088.65' 28 2,150.00 874.96 1,275.04 95,901.18 98,713-.18 29 2,150.00 859.61 1,290.39 94,610.78 97,324.12 30 2,150.00 844.26 1,305.74 93,305.04 95,921.47 31 2,150.00 828.91 1,321.09 91,983.95 94,505.24 -32 2,150.00 813.56 1,336.44 :90,647.51 93,075.41 33 2,150.00 798.21 1,351.79 89,295.71 91,632.00 34 2,150.60 782.86 1,367.14 87,928.57 90,175.00 35 2,150.00 767.51 1,382.49 86,546.08 88,704.41 36 2,150.00 752.16 1,397.84 85,148.24 87,220.24 37 2,150.00 736.81 1,413.19 83,735.04 85,722.47 38 2,150.00 721.46 1,428.54 82,306.50 84,211.12 39, 2,1,50.00 706.11 1,443.89 80,862.61 82,686.18 40 2,150.00 •690.76 1,459.24 79,403.36 81,147.65 41 2,150.00 675.41 1,474.59 77,928.77 79,595.53 42 2,150.00 660.06 1,489.94 76,438.82 78,029.82 43 2,150.00 644.71 1,505.29 74,933.53 76,450.53 44 2,150.00 629.36 1,520.64 73,412.89 74,857.65 45 2,150.00 614.01 1,535.99 71,876.89 73,251.18 46 2,150.00 598.66 1,551.34 70,325.55 71,631.12 47 2,150.00 583.31 1,566.69 68,758.85 69,997.47 48 2,150.00 567.96 1,582.04 67,176.81 68,350.24 49 2,150.00 552.61 1,597.39 65,579.41 66,689.41 50 2,150.00 537 1,612.75 63,966.67 65,015.00 51 2,150.00 521.90 1,628.10 62,338.57 63,327.00 52 2,150.00 506.55 1,643.45 60,695.13 61,.625.41 53 2,150.00 491.20 1',658.80 59,036.33 59,910.24 '54 2,150.00 475.852 1,674.15 57,362.18 58,181.47 55 2,150.00 460.50 1,689.50 55,672.69 56,439.12 56 2,150.00 445.15 1,704.85 53,967.84 54,683.18 57 2,150.00 429.80 1,720.20. 52,247.65 52,913.65 58 2,150.00 414.45 1,735.55 50,512.10 51,130.53 59 2,150.00 399.10 1,750.90 48,761.20 49,333.82 60 2,150.00 383.75 1,766.25. 46,994.96 47,523.53 61 2,150.00 368.40 1,781.60 45,213.36 45,699.65 62 2,150.00 353.05 1,796..95 43,416.41 43,862.18 63 2,150.00 337.70 1,812.30 41,604.12 42,011.12 64 2,150.00 322.35 1,827.65 39,776.47 40,146.47 65 2,150.00 307.00 1,843.00 37,933'.4-7 38,268.24 66 2,150.00 291.65 1,858.35 36,675.13 .36,376.41 67 2,150.00 276.30 1,873.70 34,201.43 34,471.00 68 2,150.00 260.95 1,889.05 32,312.38 32,552.00 69 2,1 245.60 1,904.40 - 30,407.98 30,619.41 70 2,150.00 230.25 1,919.75 28,488.24 28,673.24 71 2,150.00 214.90 11935.10 26,553.14 .26,713.47 72 2,150.00 199.55 1,950.45 24,602.69 24,740.12 73 2,150.00 184.20 1,965.80 22,636.89 22,753.18 74 2,150.00 168.85 1,981:15 20,655.74 20,752.65 75 2,,150.00 153.50 1,996.50 18,659.24 18,738.53. 76 2,150.00 138.15 2,011.85 16,647.39 16,710.82 77 2,150.00 122.80 2,027.20 14,620.20 14,669.53 78 2,150.00 107.45 2,042.55 12,577.65 12,614.65 79 2,150.00 92.10 2,057.90 10,519.75 10;546.18 80 2,150.00 76.75 2,073.25 8,446.50 8,464.12 81 2,150.00 61.40 2,088.60 6,357.90 6,368.47 82 2,150.00 46.05 2,103.95 4,253.95 4,259.24 83 2,150.00 30.70 2,119.30 2,134.65 2,136.41 84 2,150.00 15.35 2,134.65 100 .00 INLESS SOONER TERMINATED AS SET FORTH IN THE LEASE, THE TERM OF THIS LEASE RESPECTING EACH TEM OF EQUIPMENT SHALL COMMENCE ON AND EXPIRE ON AS RENT FOR ;AID EQUIPMENT LESSEE SHALL PAY LESSOR THE SUM OF S 180,600 PAYABLE IN INSTALLMENTS iS FOLLOWS: 94 monthly PAYMENTS OF $2,150-00 COMMENCING ON WHICH ;AID INSTALLMENTS OF-RENT-INCLUDE INTEREST AT THE RATE OF 11.2- PER ANNUM ON THE BALANCE, IF PRINCIPAL. By Title BILL OF SALE 19 g' a./f KNOW ALL MEN BY THESE PRESENTS, that the undersigned for valuable consideration does hereby grant, sell, transfer, and deliver unto Colorado National Leasing, Inc. (Purchaser) (Grantee) the following described equipment: One Orion 35 foot Transit Bus in the amount of $125,800 To'have and to hold all and singular the said goods and chattels to said Grantee, his successors and assigns. The undersigned cove- nants with said Grantee that undersigned is the lawful owner of said chattels; that they are free from all encumbrances; that undersigned has a good right to sell the same; that undersigned will warrant and defend same against the lawful claims and demands of all persons. WITNESS, the hand and seal of the seller, this 30TH day of October - , 19 -84 State of Colorado (Seller) Town of Avon County of Eagle By Subscribed and sworn o Title Town N1dnager before m '-h s 23rdday l of Octobr 84. / Notary Publi r '!~cz c` Address P: 0. Box 975 I (J- St. - P. O. Box - RR# My Comm. Expires: April 14, 1988' - Avon City Colorado 81620 State Zip Code Lease No. 88211 EXHIBIT C CERTIFICATE OF ACCEPTANCE The undersigned hereby certifies that it has received, inspected, approved and hereby accepts delivery of the following equipment upon the terms and conditions set forth herein and in that Equipment Lease Agreement dated between the undersigned and Colorado National Leasing, Inc., a Colorado corporation: 1. Description of Equipment: One Orion 35 foot Transit Bus, S/N 2. Cost: The cost of the equipment is $ 125,800 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 $ 125,800 to the vendor. Dated: TOWN OF AVON G By Lessee ATTEST: STATE OF COLORADO ) COUNTY OF EAGLE ) Sc TOWN OF AVON ) NOTICE IS HEREBY GIVEN OF A PUBLIC HEARING BEFORE THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO, AT 7:30 P.M. ON THE 9TH DAY OF OCTOBER, 1984 AT THE MUNICIPAL BUILDING, 400 BENCHMARK ROAD, AVON, COLORADO FOR THE PURPOSE OF CONSIDERING THE ADOPTION OF ORDINANCE NO.84-11, SERIES OF 1984: 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 1st day of October, 1984. AVON, Patricia J.(/Doyle Town Clerk POSTED AT THE FOLLOWING PUBLIC PLACES WITHIN THE TOWN OF AVON ON OCTOBER 1, 1984: THE MAIN ENTRANCE OF THE POST OFFICE, THE MAIN ENTRANCE TO CITY MARKET, THE PESTER GAS STATION; AND THE MAIN LOBBY IN THE MUNICIPAL BUILDING