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TC Ord. No. 1985-26ORDINANCE NO. 85-26 SERIES OF 1985 AN ORDINANCE AUTHORIZING EXECUTION OF A CERTAIN EQUIPMENT LEASE AGREEMENT BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO: Section 1. That a certain Equipment Lease Agreement, together with its Exhibits, a copy of which agreement is attached hereto as Addenda I, and the terms of it are hereby approved, and hereby authorized. Section 2. The Mayor and Town Clerk are hereby authorized and directed to execute said Equipment Lease Agreement. INTRODUCED, PASSED ON FIRST READING, APPROVED AND ORDERED POSTED, THIS day o 1985, and a public hearing his ordinance sha 1 be held at the regular meeting of the -f-)-h Council of the Town of Avon, Colorado, on the day of ~ 1985, at 7:30 p.m. in the Municipal Building of the Town of Avon, Colorado. TOWN OF AVON, COLORADO 17- AlJnR . Q ong am, Mayor A atricia J. e, Town erk INTRODUCED, PASSED ON SECOND READING, APPROVED AND ORDERED POSTED THIS 10th day of December , 1985. Allan R. ottingh , Mayor EXHIBIT "A" OPINION Of LESSEE'S COUNSEL Governmental Unit/Lessee rroram = avow Date of Agreement: January 1, 1986 Dealer/Lessor rASF. Potapp T FoiapmrwT Gentlemen: As counsel for TOWN OF AVON (the governmental unit identified as LMEE in the captione agreement), I'have examined duly executed originals of the Agreement dated the I,t day of Januar , 198r, , by and-between LESSEE and the captioned dealer as LESSOR, and tFe-proceedings taken by LESSEE to authorize and execute the Agreement. Based upon the examination and upon such other examinations as I have deemed necessary or appropriate,-I am of the opinion that: 1. LESSEE is a body corporate and politic, legally existing under . the laws of the State of COLORADO 2. The Agreement has been duly authorized, executed, and delivered by LESSEE. 3. The Agreement is a legal, valid, and binding obligation of LESSEE, enforceable in accordance with its terms. In the event that LESSOR obtains a judgment against LESSEE in money damages, as a result of an event of default under the Agreement, LESSEE will be.obligated to pay such judgment. Very truly yours, Counsel or LESSEE Form 3481 Printed in u.SA. Title: Avon W 18B SN 9155504 Sale Price $42215.00 Less 1 Pymt of $101434 Loan Amount: $ 41200.66 Interest Rate M: 7.500 Periodic Payment: $ 1014.34 Term (Months) : 47. Amortization Period: 47. Ending Balance: $ 0.0 Fiscal Year End :December Pmt Payment Date Principal Interest Balance 1 2/l/'1986 756.84 257.50 2 3/ 1 / 1986 761.57 252.77 3 4/ 1 / 1986 766.33 248.01 4 5/ 1 / 1986 771.12 243.22 5 6/ 1 / 1986 775.93 238.41 6 7/ 1 / 1986 780.78 233.56 7 8/ 1 / 1986 785.66 228.68 8 9/ l / 1986 790.57 223.77 9 10/1/1986 795.52 218.82 10 11/1/1986 800.49 213.85 11 12/1/1986 805.49 208.85 Fiscal Year Totals 8590.30 2567.44 40443.82 39682.26 389 15.93 38144.82 37368.88 36588.10 35802.43 3501 1.86 34216.34 33415.85 32610.36 12 1/1/1987 810.53 203.81 31799.84 13 2/ 1 / 1987 815.59 198.75 30984.25 14 3/ 1 / 1987 820.69 193.65 30163.56 15 4/ 1 / 1987 825.82 188.52 29337.74 16 5/ 1 / 1987 830.98 183.36 28506.76 17 6/ 1 / 1987 836.17 178.17 27670.59 18 7/ 1 / 1987 841.40 172.94 26829.19 19 8/ 1 / 1987 846.66 167.68 25982.53 20 9/ 1 / 1987 851.95 162.39 25130.58 21 -10/ 1 / 1987 857.27- 157.07 24273.31 22 1 1 / 1 / 1987 862.63 151.71 23410.68 RECr ;ifE- a' P 0U 12, ;985 Pmt's . Payment Date Principal Interest Balance 23 12/1/1987 868.02 146.32 - - 22542.65 Fiscal Year Totals 10067.71 - - - 210437 24 1/1/1988 873.45 140.89 21669.21 25 2/ 1 / 1988 878.91 135.43 20790.30 26 3/ 1 / 1988 884.40 129.94 19905.90 27 4/ 1 / 1988 889.93 12441 19015.97 28 5/ 1 / 1988 895.49 1.18.85 18120.48 29 6/ l / 1988 901.09 113.25 17219.39 30 7/ 1 / 1988 906.72 107.62 16312.67 31 8/ 1 / 1988 912.39 101.95 15400.29 32 9/ 1 / 1988 918.09 96.25 14482.20 33 10/1/1988 923.83 90.51 13558.37 34 II/l/1988 929.60 84.74 12628.77 35 12/1/1988 935.41 78.93 11693.36 Fiscal Ye ar Totals 1.0849.29 1322.79 36 1 / 1 / 1989 941.26 73.08 10752.11 37 2/ 1 / 1989 947.14 67.20 -980497 38 3/1/1989 953.06 61.28 8851.91 39 4/ 1 / 1989 959.02 55.32 7892.89 40 5/ 1 / 1989 965.01 49.33 6927.88 41 6/ 1 / 1989 971.04 43.30 5956.84 42 7/ 1 / 1989 977.11 37.23 4979.73 43 8/ 1 / 1989 983.22 31.12 3996.52 44 9/ 1 / 1989 989.36 24.98 3007.15 45 10/1/1989 995.55 18.79 2011.61 46 II/l/1989 1001.77 12.57 1009.84 47 12/1[1989 1009.84 6.31 0.0 Fiscal Year Totals 11693.36 480.53 Pmt * Payment Date Principal Interest Balance Grand Totals 41200.66 6475.13 Ending Bal. 0.0 Gentlemen: We are pleased to inform you that, pursuant to your request, we are agreeable to entering into a leasing trans- action with you in accordance with the terms of the Agreement, and other documentation enclosed herewith and upon the following additional terms and conditions. The terms used herein have the same meanings as set forth in the Agreement. 1. Equipment: Case W180 B articulator Wheel Loader' 5. Tern: of Agreement From: - January 1 , 1986 To: nerember 1.1989 2. Location: AVON, COLORADO 3. Cost of Equipment: $42,215.00 6. Fiscal Year Fiscal Year of Municipality begins on Jan. 1 4. Payment: 6. Interest applied to principal at the rate of 7.5 is D. Total of payments: S 48.688 - -12 c. Each payment: S 1.014.34 d. Due date of each payment: 1st of month 7. Delivery Date: within 10 daUc of j~n 8. Expiration Date of this Commitment Letter: If the Equipment has not been delivered at the above described Location and accepted by you prior to the above Expiration Date, or there is, prior to said Expiration Date, in our opinion, an adverse change in your financial condition them., at our option, we may terminate our obligations under this Commitment Letter. It is understood that our obligations are contained only in this letter and any amendment to it in writing, signet by our authorized officer. If you agree to enter into the transaction on the terms set forth in the Letter and in the Agreement, please indicate your acceptance by delivery to us the enclosed copy of this Letter with your executed acceptance thereon within fifteen (15) days frou the date of this Letter. Please be assured of out desire to give you the best and most efficient service. Very truly yours, Date: JI CASE COMPANY DBA CASE POWER & EQUIPMENT Dealer,. By: Title: Sal s Manger . ACCEPTANCE: tie hereby agree to enter into the transaction described above on-the terms and conditions and with the agreements and covenants set forth above and agree that the foregoing Commitment Letter shall be a part of the Agreement referred to in said Commitment Letter. PWICIPALITY By: Title: Date: Fnr- 3Loc Primed in USA AGREEMENT Form No 3328 Rev 1 ADDENDA I AGREEMENT by and between aT Cur rnMPANV nRA rAsr pniarg t r 11TPMENT located at_ l anoo_r 99na wre City of ATTRnRA State of -nT ^ its successors, assigns, and/or nominees (hereinafter called "SELLER") and the undersigned (hereinafter called the '-MUNICIPALITY'*). 1. DESCRIPTION OF EQUIPMENT. SELLER has purchased the equipment described below (hereinafter referred to as "Equipment') from the manufacturer and simultaneously MUNICIPALITY hereby purchases the Equipment from SELLER subject to the terms and conditions set forth below: CASE W18 8 Articulated Wheel Loader SN 9155504 with extended warranty 2. TERM OF AGREEMENT. The term of this Agreement shall be 48 months, beginning on .Tan»ary 1 119 86 and ending on rbnc..,twr 1 19 R9 3. PAYMENT. a. MUNICIPALITY agrees to pay to Seller a total of payments of $ 46,698.32 consisting of a principal amount of $ 41,215 O plus Interest applied to the principal at the rate of 7 - 5 % per annum which results in a finance charge of $ r, 473 39 according to the following schedule: 1. An advance payment in the sum of $ 1 ' n1 4 '14 to be applied to the first rental period. 2. The balance of the total of payments to be payable in 47 payments of $ 1,014.34 each due at the beginning of each 1 q+ month portion beginning the . 1 st day of 'Pebr»ar; , 1986 - b. MUNICIPALITY hereby agrees to pay interest on each payment past due more than ten (10) days at the highest contract rate allowed by law. 4. MUNICIPALITY'S OPTION TO PURCHASE. SELLER hereby grants to MUNICIPALITY the option to purchase the Equipment, provided that MUNICIPALITY gives notice to SELLER, in writing. of his intention to exercise the option at least 'In days prior to the expiration of this Agreement, and provided further that MUNICIPALITY'S right to so purchase the Equipment is conditioned on MUNICIPALITY'S complete performance of all the terms and provisions of this Agreement on its pan to be performed, including full compliance with the payment as specified herein. a Should MUNICIPALITY exercise the option to purchase, 100 % paid hereunder shall be applied to the purchase price of the Equipment. Or receipt of the balance of the purchase price by SELLER, together with a sum equal to any new or applicable unpaid sales and use taxes. SELLER will transfer title of the Equipment to MUNICIPALITY, and will deliver, on written request, written evidence of the transfer of such tale. b The Purchase Price of the Equipment applicable to this option to purchase is the sum Of $ 42,215.00 5 LOCATION OF EQUIPMENT. a The Equipment shall be located at during the entire term of this Agreement. MUNICIPALITY shall not, without the prior writ en consent of SELLER, permit the Equipment to be removed from this location. b. At the request of SELLER. MUNICIPALITY will join SELLER in executing one or more Financing Statements, pursuant to the Uniform Commercial Code or other registration law applicable to the location of the Equipment and/or the MUNICIPALITY, in form satisfactory to SELLER. MUNICIPALITY will pay the cost of filing the Financing Statement(s) in all public offices wherever filing is deemed by SELLER to be necessary or desirable 6 WARRANTY. SELLER makes no representations or warranties with respect to the Equipment set forth herein. Any warranties provided by SELLER on the Equipment set forth herein shall be given to MUNICIPALITY under separate agreement provided by the manufacturer of the Equipment, the receipt whereof is hereby acknowledged by MUNICIPALITY. 7 MUNICIPALITY RESPONSIBILITIES. a MUNICIPALITY assumes and will pay all costs and expenses of any character, arising from the use, possession, or maintenance of said Equipment. b MUNICIPALITY shall keep the Equipment free of all liens, taxes, encumbrances and seizure or levy; shall not use same illegally, shall not damage abuse, misuse. abandon or lose said Equipment, shall not pan with possession thereof, whether voluntarily or involuntarily or transfer any interest therein. c. MUNICIPALITY at its own cost and expense shall maintain property damage insurance against "all-risk of physical damage" in such amounts as SELLER may reasonably require Such insurance shall be in a form and with companies as SELLER shall approve, which approval shall not be unreasonably withheld, shall name SELLER as an additional insured and shall provide that such insurance may not be cancelled or altered as to SELLER without at least ten (10) days prior written notice to SELLER. MUNICIPALITY shall deliver to SELLER on or before the date on which the Equipment is delivered evidence satisfactory to SELLER of such insurance. 8 SELLER'S RIGHT OF INSPECTION. Seller shall have the right at any time to enter the premises occupied by the Equipment and shall be given free access thereto and afforded necessary facilities for the purpose of inspection. 9. NONAPPROPRIATION. If funds are not allotted by the MUNICIPALITY for the next fiscal period sufficient to continue making the payments set forth in Section "3" hereof. MUNICIPALITY may terminate this Agreement upon the expiration of the then current fiscal year. MUNICIPALITY agrees to provide SELLER immediate notice of its intention to terminate. 10. EXPIRATION OF AGREEMENT. a Al, the expiration of the term of this Agreement as set forth in Section "2", and if MUNICIPALITY has elected not to exercise an option to purchase described in Section 'W', MUNICIPALITY shall be responsible for the delivery of the Equipment to a place designated by SELLER. b At its option, SELLER may enter the premises of MUNICIPALITY for the purpose of effecting the removal of the Equipment to the location designated by Seller. If SELLER exercises this option, MUNICIPALITY shall be responsible for the costs associated with the removal of the Equipment to the location designated by SELLER. 11 EVENTS CONSTITUTING MUNICIPALITY DEFAULT. SELLER may terminate this Agreement immediately upon the occurrence of any of the following events: a. MUNICIPALITY fails to pay when due any of the payments, or to perform, or rectify breach of, any obligation assumed by MUNICIPALITY in this Agreement. b. MUNICIPALITY makes an assignment for benefit of creditors, or is subject to any receivership, insolvency or bankruptcy proceedings. c Any other event which causes SELLER, in good faith, to deem itself insecure. 12 RIGHTS AND REMEDIES OF SELLER UPON DEFAULT. Upon the occurrence of any of the events of default described in Section "11", and at any time thereafter. SELLER may, in its discretion, eYerCrSe any one. or all, of the following rights or remedies a To accelerate all the payments described herein and declare them immediately due and payable. b MUNICIPALITY shall be liable to SELLER lot an amount equal to the sum of the payments accelerated pursuant to Subsection 'a' immediately above, said sum to be immediately due and payable as liquidated damages and not as s-a penalty. c. To require MUNICIPALITY to assemble Equipment at MUNICIPALITY'S expense, and make it available to SELLER at a place to be designated by SELLER SELLER may enter the premises of MUNICIPALITY for the purpose of peacefully exercising the rights of SELLER set forth in this subsection 13 WAIVER. Failure of SELLER to exercise any right or remedy, including but not limited to, the acceptance of partial or delinquent payments, shalt not be a waiver of any obligation of MUNICIPALITY or right of SELLER or constitute a waiver of any other similar default subsequently occurring. 14. ASSIGNMENT. a BY SELLER SELLER may assign this Agreement and in the event of such assignment, MUNICIPALITY shall perform all promises herein contained to such Assignee as the owner hereof. After MUNICIPALITY receives notice of assignment hereof, MUNICIPALITY shall make all payments hereunder direct to the holder hereof and SELLER shall not be the agent of the holder for transmission of payments or otherwise b BY MUNICIPALITY. MUNICIPALITY may not assign, transfer or delegate its rights or obligations under this Agreement without the consent of SELLER in Writing 15. ENTIRE AGREEMENT. This Agreement is and shall be deemed the complete and final expression of the agreement between the Parties as to matters herein contained and relative thereto, and supersedes all previous agreements between the Parties pertaining to such matters. It is clearly understood that no promise or representation not contained herein was an inducement to either Party or was relied upon by either Party in entering into this Agreement. 16 MODIFICATION. No letter, or other form communication, passing between the Parties hereto, covering any matter during the effective period of this Agreement. shall be deemed a part of this Agreement, nor shall it have the effect of amending or modifying this Agreement, unless said communication distinctly states that said communication is to constitute a part of this Agreement and is to be attached as a rider to this Agreement and is signed by the Parties hereto. 17. CAPTIONS. Captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of this Agreement or any provision thereof. 18. NOTICE. This deposit of written nonce in the mails in an envelope certified or registered with postage prepaid and addressed to the MUNICIPALITY, at the address shown below, or to SELLER at the address shown below, shall constitute notice pursuant to this Agreement. 19 AUTHORITY TO CONTRACT. The execution and delivery of this Agreement will not violate or constitute a breach of any agreement or restriction to which MUNICIPALITY is a party or is subject IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the day of ,19 SELLER MUNICIPALITY: TT -rnCr rrnnr =y DEA rAsr PMYR,A & .€0.1-1112 ENZ! ~'9ti'I!7 6~T' AwQN r By By. Its Its Date Date SELLER'S address for notices under this Agreement MUNICIPALITY'S address for notices under this Agreement Street l 8000 p 22nd- AvP Street Box 975 Gty Aurora, City Avon,Colo. 81620 State Colo. 80011 State zw code ASSIGNMENT (With Full Recourse) The wither, Agreement together with the indebtedness and all rights therein described, is hereby assigned with full recourse, transferred, conveyed anC set over unto J I CASE CREDIT CORPORATION for its successors or assigns, for its or their own use forever, with full power and authority with rega,d thereto subject nevertheless to the conditions therein contained and to the rights therein granted according to law and subject to the prov sions o' the current Retail Financing Agreement between Assignor and Assignee, and each assignor represents and warrants the said mstrume~t as genuine and in all respects what it purports to be and has no knowledge of any fact impairing the validity thereof, and that there are no set-offs or counterclaims against the same. Payment of the within Agreement according to its terms is hereby guaranteed by the undersigned. Seller. By: (Assrgnori Title: STATE OF COLORADO ) COUNTY OF EAGLE ) SS TOWN OF AVON ) NOTICE IS HEREBY GIVEN OF A PUBLIC HEARING BEFORE THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO, AT 7:30 P.M. ON THE 10TH DAY OF DECEMBER, 1985, AT THE MUNICIPAL BUILDING, 400 BENCHMARK ROAD, AVON, COLORADO FOR THE PURPOSE OF CONSIDERING THE ADOPTION OF ORDINANCE NO. 85-26, SERIES OF 1985: AN ORDINANCE AUTHORIZING EXECUTION OF A CERTAIN EQUIPMENT LEASE AGREEMENT A copy of said ordinance is attached hereto and is also on file at the office of the Town Clerk and may be inspected during regular business hours. Following this hearing, the Council may consider final passage of the ordinance. This notice given and passed by order of the Town Council of the Town of Avon, Colorado. Dated this 27th day of November, 1985. TOWN AV , COLORADO BY: atricia J. Lamle, POSTED AT THE FOLLOWING PUBLIC PLACES WITHIN THE TOWN OF AVON ON NOVEMBER 27, 1985: THE MAIN ENTRANCE OF THE POST OFFICE THE MAIN ENTRANCE TO CITY MARKET THE PESTER GAS STATION; AND THE MUNICIPAL BUILDING IN THE MAIN LOBBY