TC Ord. No. 1988-02• 0
ORDINANCE 140. 88-2
SERIES OF 1988
AN ORDINANCE AUTHORIZING EXECUTION OF CERTAIN
EQUIPMENT LEASE AGREEMENT.
BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF
AVON, COLORADO:
Section 1. That certain Equipment Lease Agreement,
together with Exhibits, copy of the agreement is attached
hereto as Addendum I, and the terms of this agreement are
hereby approved and hereby authorized.
Section 2. The Mayor and Town Clerk are hereby
authorized and directed to execute said Equipment Lease
Agreement.
INTRODUCED, PASSED ON FIRST READING, APPROVED AND
ORDERED POSTED, this 23rd--day of February, 1988, 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 8th
day of March, 1988, at 7:30 p.m., in the Municipal Building of
the Town of Avon, Colorado.
TE T: n
G
P tricia J. Doyl , 7own Clerk
TOWN OF AVON, COLORADO
r
Al an R. Nottingh Mayor
INTRODUCED, PASSED ON SECOND READING, APPROVED AND
ORDERED POSTED this 8th day of March , 1988.
'EST
BarL~ara Jose ty own Clerk
Allan R. otting a Mayor
CHRYSLER • "Addendum 1"
CAPITAL PUBLIC FINANCE MRP 0 No.
EQUIPMENT LEASEIPURCHASE AGREEMENT
DATED: (1)
NAME AND ADDRESS OF LESSOR NAME AND ADDRESS OF LESSEE
Chrysler Capital Public Finance Corporation Town of Avon
106 W. 11th Street, Suite 1530 400 Benchmark Road
Kansas City, Missouri 64105 Avon, Colorado 81620
DESCRIPTION OF EQUIPMENT
Quantity Description Model# Serial/
Location of Equipment:
RENTAL PAYMENTS
Rental Payment Periods shell be [monthly] Iq &l ISOU"4111 I"I- Rental Payments shall be made in accordance with Section 4.01 and the Schedule of Rental Payments attached hereto
as Exhibit A. The maximum Lease Term of this Agreement is two years snd 0 months.
TERMS AND CONDITIONS
THE TERMS AND CONDITIONS OF THIS AGREEMENT SET FORTH ON PAGES TWO THROUGH
FOUR SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives as of the date written above.
(LESSOR)
Chrysler Capital Public Finance Corporation
By
Title:
(2)
(3)
(LESSEE)
Town of Avon
CERTIFICATE OF CLERK OR SECRETARY SSEE
1, thde undersigned, do hereby certify 14 that the officer of I enaee who executed the foregoing Agreement on behalf of see and a s' t
qusti fied Ja n u a r offirler of Lessee as atat~eedrth or her signature and has been authorized to execute the f ~n appears thereon is the duly
from ' d y to lJe ore8oing ant on of and that the budget year of I ereee is
Dated: March 8, 1988 (3) By 4 ' roc ~L
Titles Patricia Doyle, To n Clerk
OPINION OF COUNSEL
As legal counsel to Lasses, I have examined (a) the foregoing Agreement, which. among other things provides for the sale to and purchase by the Lessee of the Equipment. Ibl an executed
counterpart of the ordinance or resolution of Lessee which, among other things, authorizes Lessee to execute the Agreement and (c) such other opinions, documents and matters of law as I have
deemed necessary in connection with the following opinions. Based on the foregoing. I am of the following opinions: (1) Lessee is a public body corporate and politic, duly organized and existing
undo the laws of the State, and has a substantial amount of one or more of the following sovereign powers: (a) the power to tax. (b) the power of eminent domain, and (c) police power, 12) Lessee has
the requisite power and authority to purchase the Equipment and to execute and deliver the Agreement and to perform its obligations under the Agreement: (3) the Agreement and the other
(4) documents either attached thereto orrequired therein havebeen duly authorized, approved and executed by and on behalf of Lessee, and the Agreement is a valid and binding obligation of Lessee en-
forceable in accordance with its terms: (4) the authorization, approval and execution of the Agreement and all other proceedings of Lessee relating to the transactions contemplated thereby have
been performed in accordance with all open meeting laws, public bidding laws and all other applicable state and federal laws; and (5) there is no proceeding pending or threatened in any court or
before any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Agreement or the security interest of
Lessor or its assigns. as the case may be, in the Equipment. All capitalized terms herein shall have the same meanings as in the foregoing Agreement. Lessor, its successors and assigns, including
without limitation any Registered Owners, and any counsel rendering an opinion on the tax-exempt status of the interest components of Rental Payments are entitled to rely on this opinion.
Printed Name: 36 u `O W. O 1JfJAddress QM ~ ling l 1
vas C f C.v. ~ c rasp
Telephone No.: ~ Z 4 -15 6
Dated:
Signature.
ML,I-787
• •
ARTICLE I
Section 1.01. Deflations. The following terms will have the meanings indicated below unless the contest clearly requires otherwise
'Agent' means any agent for the Registered Owners. if any. to which all or a portion of Lessor's right. title and interest in, to and under this Agreement and the Equipment may be assigned
for the briaefit of the Registered Owner.
'Agreement` marine pages one through four of this Equipment Imase(Purchase Agreement. the Tax Designations and Covenants and any other schedule. "bit or escrow agreement made a
part hereof by the parties Eereto, together with any amendments to the Agreement merle pursuant to Section 13.06.
'Code' marine the Interne Revenue Code of 1986.
'Commencement Date" is the date when the term of this Agreement and Lessee's obligation to pay rant commences, which date shall be the earlier of (I) the data an which the Equipment is as
cepted by Lasses in the manner described in Section 3.01. or (ill the date on which sufficient moneys to purchase the Equipment are deposited for that purpose with an escrow agent.
'Equipment' mesas the property described on the front of this Agreement and all replacements. repairs, restorations. modifications and improvements thereof or thereto merle pursuant to
Section 7.01 or Article VIII.
'Event of Default" means an Event of Default described in Section 12.01.
'Lean Participation Certificates" means certificates evidencing a right to receive a pro rate share of Rental Payments and Purchase Price payments.
'Leaaa Term" means the Original Term and all Renewal Terms.
'Lessee means the entity described as such on the front of this Agreement, its succrosoro and its assignu.
'lasow" means the entity described as such on the front of this Agreement, its successors and its aesigm.
`Original Term' mean the period from the Commencement Date until the and of the budget year of Lessee in effect at the Commencement Date.
•Purehriae Price" means the amount designated es such on Exhibit A hereto that Leases may, in its discretion, pay to Lessor to purchase the Equipment.
'Registered Owners" means the registered owners of Lease Participation CertiRcates.
'Renewal Terms` mean the renewal terms of this Agreement, each having a duration of one year and a term coextensive with Lessee's budget year.
"Rental Payments" means the basic rental payments payable by Lessee pursuant to Section 4.01.
'Rental Payment Period" mean the period beginning on the day a Rental Payment is due and ending the day before the next Rental Payment is due. The first Rental Payment Period shall
begin an the Commencement Date in all cases. If Rental Payment Periods are monthly, subsequent Rental Payment Periods shall begin on the same day of each mouth after the Commencement
Date. If Rental Payment Periods are quarterly, subsequent Rental Payment Periods shall begin on the same day of each third month after the Commencement Date. If Rental Payment Periods are
semiannual, subsequent Rental Payment Periods shall begin on the same day of each sixth month after the Commencement Date. If Rental Payment Periods are annual. subsequent Rental Pay-
ment Periods ahall begin on the anniversary of the Commencement Date in erioh year. If the Commencement Data to the 29th. 30th or 31st day of a mouth, any subsequent Rental Payment Period
that would otherwise begin on the 29th 30th or 31st of a month that does not include such a date shall begin on the last day of the mouth.
State' means the state in which Lessee is located.
"Tax Designations and Covenants' mean the document entitled `fax Designations and Covenants." if any. executed by Ieseee end attached hereto.
'Vendor" means the manufacturer of the Equipment as well as the agents or dealers of the manufacturer from whom Lessor purchased or is purchasing the Equipment.
ARTICLE 11
Section 2.01. Representation and Covenants of Lessee. Lewes represents, covenanta and warrants for the benefit of Lessor and any Registered Owners In hereinbefare defined) as follows:
la) I eaaee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement and the
transactions contemplated hereby and to perform all of its obligations hereunder.
(b) Lessee has duly authorized the execution and delivery of this Agreement by proper action by its governing body at a meeting duly called regularly convened and attended throughout by
the requisite majority of the members thereof or by other appropriate official approval. and all requirements have been met and procedures have occurred in order to ensure the validity and
enforceability of this Agreement.
(c) No event or condition that constitutes. or with the giving of notice or the lapse of time or both would constitute, an Event of Default exists at the date hereof.
(d) I mess has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current budget year to make the Rental Payments scheduled to come due
during the original Term, and to meet its other obligations for the Original Term and such funds have not been expended for other purpose&
le) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic.
if) lessee has complied with such public bidding requirements as may be applicable to this Agreement and the acquisition by Lessee of the Equipment.
(g) During the lease Term. the Equipment will be used by Lessee only for the purpose of performing essential governmental or proprietary functions of lessee consistent with the permissi-
ble scope of lessee's authority.
(hl Lessee will annually provide Lessor with current financial statements, budgets, proofs of appropriation for the ensuing budget year and such other financial information relating te the
ability of lessee to continue this Agreement as may be requested by Lessor.
W lessee will comply with all applicable provisions of the Code, including without limitation Sections 103 and 148 thereof, and the applicable regulationsof the Treasury Department to
maintain the exclusion of the interest components of Rental Payments from gross income for purposes of federal income taxation
oil eases will use the proceeds of this Agreement as soon as practicable and with all reasonable dispatch for the purpose for which the Agreement has been entered into. No pert of the pro-
ceed s of the Agreement shall be invested in any securities. obligations or other investments or used. at any time, directly or indirectly, in a manner which. if such, use had been reasonably an-
ticipated on the date if issuance of the Agreement. would have caused any portion of the Agreement to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148
of the Code and the applicable regulations of the Treasury Department.
Section 2.02. Certification as to Arbitrage- Ieasee hereby represents an follows:
is) The estimated total costs of the Equipment will not be less than the total principal amount of the Rental Payments.
(bl The Equipment has been ordered or is expected to be ordered within six months of the Commencement Date, and the Equipment is expected to be delivered and installed, and the Vendor
fully paid. within one year of the Commencement Date.
Id Lessee has nor created or established and does not expect to create or establish. any sinking fund or other similar fund G) that is reasonably expected to be used to pay the Rental
Payments. or (ii) that may be used solely to prevent a default in the payment of the Rental Payments.
id) The Equipment has not been and is not expected to be sold or otherwise disposed of by Lessee. either in whole or in major part, prier to the last maturity of the Rental Payments.
(e) To the best of our knowledge, information and belief. the above expectations are reasonable.
if) Lessee has not been notified of any listing or proposed listing of it by the Internal Revenue Service an an issuer whose arbitrage certificates may not be relied upon.
ARTICLE III
Section 3.01. irises of Equipment. Lessor hereby demises, leases and lets to Les.see, and leers rents. leanea and hires from Iesser, the Equipment in accordance with this Agreement for the
lease Term. The Lease Term maybe continued. solely at the option of lessee. at the end of the Original Term or any Renewal Tam for an additional Renewal Term up to the maximum lease Term
At the end of the Original Tam and at the end of each Renewal Tam until the maximum lease Term has been completed. Ion shall be deemed to have exercised its option to continue this
Agreement for the next Renewal Term unless Lessee shall have terminated this Agreement pursuant to Section 3.03 or Section 10.01. The terms and conditions during any Renewal Term shall be
the same es the terms and conditions during the Original Tam, except that the Rental Payments shall be as provided on Exhibit A hereto.
Section 3.02. Continuation of I- Term. Lessee intends, subject to Section 3.03. to continue the Lean Tam through the Original Term and all Renewal Tams and to pay the Rental
Payments hereunder. Lessee reasonably believes that legally available funds in an amount sufficient to make all Rental Payments doing the entire lease Term can be obtained. Lessee farther to-
tends to do all things lawfully within its power to obtain and maintain funds from which the Rental Payments may be made, inchndiag making provision for such payments to the extent necessary
in each budget or appropriation request submitted and adopted in accordance with applicable provisions of law, to have such portion of the budget or appropriation request approved and to ex-
haust all avail" reviews and appeals in the event such portion of the budget or appropriation request is not approved.
Section 3.03. Nomppeopriatioa Iessee is obligated only to pay such Rental Payments tinder this Agreement as may lawfully be made from funds budgeted end appropriated for that pur-
pose daring Lessee's then current budget year. Should Lessee fail to budget, appropriate or otherwise make available funds to pay Rental Payments following the then current Original Term or
Renewal Term, this Agreement shall be deemed terminated at the end of the then current Original Term or Renewal Term. lessee agrees to deliver notice to Lessor of such termination at least 90
days prior to the end of the then current Original Term or Renewal Tam but failure to give such notice shall not extend the term beyond such Original Term or Renewal Tam. If this Agreement is
terminated in accordance with this Section. Lessee agrees to peaceably deliver the Equipment to Lessor at the location(s) to be specified by Lessor.
f ectien 3.04. Nonsabsdtatiom To the extent permitted by law, Lessee agrees that if this Agreement is terminated in accordance with Section 3.03 lessee will not purchase. lean or rent
equipment performing functions similar to those performed by the Equipment for a period of 90 days following the end of the then current Original Term or Renewal Term provided this restriction
aW not be applicable in the event the Equipment shall be sold, re-leased or otherwise disposed of by lancr and the amount received from and disposition. lees all costa of such sale or disposition.
is sufficient to pay the then applicable Purchase Prior. This Section shall remain in full force and effect notwithstanding the termination of this Agreement. r
MI,2-787
ARTICLE IV •
Section 4.01. Rental Payments. Lessee 9-W-ptly pay Rental Payments, exclusively from legally available funds, in lawful money of the United Stales of America W Linesman the Com.
mencement Date and on the first day of each Rental Payment Period thereafter. in such amounts as described on Exhibit A hereto. Lessee shall pay Lessor a charge on any Rental Payment not
paid on the date such payment is due at the rate of 10% per annum or the maximum amount permitted by law, whichever is less, from such date. A portion of each Rental Payment is paid sa, and
represents payment of, interest, as set forth on Exhibit A hereto.
Section 4.02. Rental Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of looses to pay Rental Payments hereunder shall
constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitation or requirement eoooern.
ing the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the general tax revenues, funds of moneys of Lessee.
Section 4.03. RENTAL PAYMENTS TO BE UNCONDITIONAL. EXCEPT AS PROVIDED IN SECTION 3.03. THE OBLIGATIONS OF LESSEE TO MAKE RENTAL PAYMENTS
AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS CONTAINED HEREIN SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS
WITHOUT ABATEMENT, DIMINUTION. DEDUCTION, SETOFF OR DEFENSE, FOR ANY REASON. INCLUDING WITHOUT LIMITATION ANY FAILURE OF THE EQUIP-
MENT TO BE DELIVERED OR INSTALLED. ANY DEFECTS. MALFUNCTIONS. BREAKDOWNSOR INFIRMITIES IN THE EQUIPMENTOR ANY ACCIDENT, CONDEMNATION
OR UNFORESEEN CIRCUMSTANCES.
ARTICLE V
Section 5.01. Delivery, Installation and Acceptance of the Equipment. Lessee shall order the Equipment. cause the Equipment to be delivered and installed at the location specified oo the
front of this Agreement and pay any and all delivery and installation costa in connection therewith. When the Equipment has been delivered and installed. Lessee shall immediately accept the
Equipment and evidence said acceptance by executing and delivering to Lessor an acceptance certificate acceptable to lessor.
Section 5.02. Enjoyment of Equipment. Lessor shall provide Lessee with quiet use and enjoyment of the Equipment during the lease Term, sod Lessee shall peaceably and quietly have, hold
and enjoy the Equipment during the lease Term, without suit, trouble or hindrance from lessor, except as otherwise expressly set forth in this Agreement. No Registered Owner shall interfere
with such quiet use and enjoyment during the lease Term so long as lessee is not in default under this Agreement.
Section 5.03. Locatioa: Inspection. Once installed, the Equipment will not be moved from the location specified on the front of this Agreement without Lessor's consent, which consent shall
not be unreasonably withheld. Lessor shall have the right at all reasonable times during regular business hours to enter into and upon the property of lessee for the purpose of inspecting the
Equipment.
Section 5.04. Use and Maintenance of the Equipment. Lessee will not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any applicable taw or in a manner
contrary to that contemplated by this Agreement. Lessee shall provide all permits and licensee if any, necessary for the installation and operation of the Equipment. In addition, Lessee agrees to
comply in all respect with all applicable laws, regulations and rulings of any legislative, executive, administrative or judicial body; provided that Lessee may contest in good faith the validity or all
pikation of any such law, regulation or ruling in any reasonable manner that does not, in the opinion of Lessor, adversely affect the interest of Lessor in and to the Equipment or its interest or
rights under this Agreement.
Lessee agrees that it will. at Lessee's own cost and expense, maintain, preserve and keep the Equipment in good repay and working order. Lessor shall have no responsibility to maintain.
repair or make improvements or additions to the Equipment. Upon the request of Lessor, Lessee will enter into a maintenance contract for the Equipment with Vendor.
ARTICLE VI
Section 6.01. Title to the Equipment. Upon acceptance of the Equipment by Lessee, title to the Equipment shall vest in lessee subject to lessor's rights under this Agreement; provided that
title shall thereafter immediately and without any action by lessee vest in lessor, and lessee shall immediately surrender possession of the Equipment to lessor upon (a) any termination of this
Agreement other than termination pursuant to Section 10.01 or 1b) the occurrence of an Event of Default. It is the intent of the parties hereto that any transfer of title to lessor pursuant to this
Section shall occur automatically without the necessity of any bill of sale, certificate of title or other instrument of conveyance. Lessee shall, nevertheless, execute and deliver any such instruments
as lessor may request to evidence such transfer.
Section 6.02. Security Interest. To secure the payment of all of Lesseeb obligations under this Agreement. Lessee hereby grants to lessor a security interest constituting a first lien on the
Equipment and on all additions, attachments and accessions thereto, substitutions therefor and proceeds therefrom. Lessee agrees to execute such additional documents, in form satisfactory to
Lessor. which Lessor deems necessary or appropriate to establish and maintain its security interest and the security interest of any assignee of Lessor in the Equipment.
Section 6.03. Personal Property. The Equipment is and will remain personal property. The Equipment will not be deemed to be affix to or a part of the real estate on which it may be
situated, notwithstanding that the Equipment or any part thereof may be or hereafter become in any manner physically affixed or attached to such real estate or any building thereon. Upon the
request of Lessor. Lessee will, at lessee's expense, furnish a waiver of any interest in the Equipment from any party having an interest in any such real estate or building.
ARTICLE VII
Section 7.01. Bens Taxes, Other GovernmenW Charges and Utility Charges. Lessee shall keep the Equipment free of all levies. Benz and encumbrances except those created by this
Agreement The parties to this Agreement contemplate that the Equipment will be used for a governmental or proprietary Purpose of Lessee and that the Equipment will therefore be exempt from
all property taus If the use, possession or acquisition of the Equipment is nevertheless determined to be subject to taxation. i eases shall pay when due all taus and governmental e* gee
lawfully aaaeased or levied against or with respect to the Equipment. Lessee shall pay all utility and other charges incurred in the use and maintenance of the Equip aaaL Lessen shall pay each
taus or charges as the same may become due; provided that. with respect to any each taxes or charges that may lawfully be paid in installments over a period of yeere, Iesaee shall be obligated to
pay only each installments as accrue during the lease Term
Seetien 7.02. Insurance. At its own expense, lessee shallmaintain (a) casualty insurance inuring the Equipment against loss or damage by giro and all other risks coveted by the standard
extended coverage endorsement then in use in the State and any other risks reasonably required by Lessor in an amount at least equal to the then applicable Purchase Price of the Equipment, (bl
6ebt7ity insurance that protects Lessor from liability in all events inform and amount satisfactory to Lessor. and Ic) trorkere'compensation coverage as required by the laws of the State; provided
that, with lessor's prior written consent, Ieaaee may aelf-insure against the risks described in clauses (a) and (b). AD insurance proceeds from casualty losses shall be payable as hereinafter
provided. Leases shall furnish to leaner certificates evidencing such coverage throughout the lease Term.
AD such insurance shall be with insurers that are acceptable to Lessor. shall name Lasses and Lessor as insureds and shall contain a provision to the effect that such insurance shall not be
cancelled or modified materially without feat giving written notice thereof to Irseor at least 10 days in advance of such cancellation or modification All such casualty insamace shall contain a
provision makirtg any loesee payable to Lessee and Lessor as their respective interests may appear. Section 7.03. Advances. In the event Lessee shall fail to either maintain the insurance required by this Agreement or keep the Equipment in good shall be under no obligation to, purchase the required insurance and pay the cost of the premiums thereof and maintain sad repair the Equipment ands and working order. Lessor may. but
so
by lessor shell constitute additional rent for the then current Original Term or Renewal Term and Lessee covenants and s the cost thereof. All amounts re advenoad
agrees to pay each amounts so advanced by lessor with interest thereon
from the due date antr7 paid at the rate of 18% per annum or the maximum amount permitted by law, whichever is less
ARTICLE VIII
Section 8.01. Damage. Destruction and Coodemnatba. If la the Equipment or any portion thereof is destroyed. in whole or in part, or is damaged by fire or other casualty or (b) titleto, or the
temporary use of. the Equipment or any pat thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or
ac-
ting pursuant to governmental authoritY,L es see and Lessor will cause the Net Proceeds of m Y by any parson. firm or corporation y insurance claim. condemnation award or eels under threat of condemnation to be a to
pplied to the
prompt replacement, repair, restoration, modification or improvement of the Equipment. unless Lessee shall have exercised its option to purchase the Equipment
balance of the Not Proceeds remaining after such work has been completed shall be paid to Lessee. Pursuant to Section 10.01. Any
For purposes of this Article, the term `Net Proceeds' shall mean the amount remaining from the gross proceeds of any insurance alai- condemnation award or sale antler threat of eoodem
oatitm after deducting all expenses, including attorneys' fees. incurred in the collection thereof.
Section 8.02. lnsaffidency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or improvement referred to in Section &01,
lessee shall either IN complete such replacement. repair. restoration, modification or improvement and pay any costa thereof in excess of the amount of the Net Proceeds, or (b) purchase 1nseer'11
interest in the Equipment pursuant to Section 10.01. The amount of the Net Proceeds- if any. remaining after completing such repair. restoration, modification or improvement or after purchasing
I wasars interest in the Equipment shall be retained by Lessee. If Lessee shall make any payments pursuant to this Section. Lessee shall not be entitled to any reimbursement therefor tram lessor
nor shall Iesex be entitled to any diminution of the amounts payable under Article IV.
ARTICLE IX
Section 9.01. DISCLAIMER OF WARRANTIES. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN,
CONDITION, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT, OR WARRANTY WITH RESPECT THERETO. IN
ML-3-787
NO EVENT SHALL LESSOR BE LIABLE NY INCIDENTAL. INDIRECT. SPECIAL OR CONSEQUE !]AMAGE IN CONNECTION WITH OR ARISING OUT OF THIS
AGREEMENT OR THE EXISTENCE. FUR WING. FUNCTIONING OR LESSEES USE OF ANY ITEM, P UCT OR SERVICE PROVIDED FOR IN THIS AGREEMENT.
Section 9.02. Vendor's Warranties. Lessor hereby irrevocably appoints Lessee its agent and attorney-in-fact during the Lease Term. an long as Lessee shall not be in default hereunder, to
assert from time to time whatever claims and rights (including without limitation warranties) related to the Equipment that Lessor may have against the Vendor. I '@ pole remedy for the
breach of such warranty, indemnification or representation shall be against the Vendor of the Equipment and not against Lessor. Any such matter shall not have any effect whatsoever an the
rights and obligations of lessor with respect to this Agreement, including the right to receive full and timely payments hereunder. Lessee expressly acknowledges that Lessor makes, and has
made. no representations or warranties whatsoever as w the existence or the availability of such warranties by the Vendor of the Equipment.
ARTICLE X
Section 10.01. Purchase Option. Lessee shall have the option to purchase Lessor's interest in the Equipment, upon giving written notice to Lessor at least W days before the date of purchase,
at the following times and upon the following terms:
la) On the last day of the Original Term or any Renewal Term then in effect. upon payment in full of the Rental Payments then due hereunder plus the then applicable Purchase Price plus
61.00 tolessor; or
IN In the event of substantial damage to or destruction or condemnation of substantially all of the Equipment, on the day Lessee specifies as the purchase date in Lessee's notice to I.eseor
of its exercise of the purchase option. upon payment in full of the Rental Payments then due hereunder plus the then applicable Purchase Price to Lessor.
ARTICLE XI
Section 11.01. Assignment by Lessor. Lessor's right, title and interest in, to and under We Agreement and the Equipment may be assigned and reassigned in whole or in part to one or more
assignees or submaignees by Lessor and. to the extent of his interest, by any Registered Owner. without the necessity of obtaining the consent of Lessee; provided that pal any assignment, other
than an assignment to or by a Registered Owner. shall not be effective until Lessee has received written notice, signed by the assignor, of the name, address and tax identification number of the
assignee, and (b) any assignment to or by a Registered Owner shall not be effective until it is registered on the registration books kept by the Agent as agent for lessee. l eases shall retain all such
moticee as a register of all assignees lother than Registered Owners) and shall make all payments to the assignee or assignees designated in each register or, in the case of Registered Owners, to the
Agent levee Participation Certificates may be executed and delivered by the Agent to Registered Owners, if any. Lessee agrees to execute all documents, including notices of assignment and chat-
tel mortgagee or financing statements that may be reasonably requested by lessor or any assignee to protect its interests in the Equipment and in this Agreement. Lessee shall not have the right
to and shall not assert against any assignee or Registered Owner any claim, counterclaim or other right Lessee may have against lessor.
Section 11.02. Assignment and Subleasing by Lessee. None of l.esese s right. title and interest in, to and under this Agreement and in the Equipment may be assigned orenwmbaed by
Lessee for any reason. except that lessee may sublease all or part of the Equipment if lessee obtains the prior written consent of Lessor and an opinion of nationally recognized counsel in the area
of tax exempt municipal obligations satisfactory to Lessor that such subleasing will not adversely affect the exclusion of the interest components of the Rental Payments from gross itwwme for
federal income tax purposes. Any such sublease of all or part of the Equipment shall be subject to this Agreement and the rights of the Lessor in. to and under this Agreement and the Equipment
ARTICLE XII
Section 12.01. Events of Default Defined. Subject to the provisions of Section 3.03. any of the following events shall constitute an 'Event of Default' under this Agreement
(a) Failure by lessee to pay any Rental Payment or other payment required to be paid hereunder at the time specified herein;
(bl Failure by lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in subparagraph (a) above, for a period
of 30 days after written notice specifying such failure and requesting that it be remedied is given to lessee by Lessor, unless lessor shall agree in writing to an extension of such time prior to
its expiration; provided that if the failure stated in the notice cannot be corrected within the applicable period, lessor will mot unreasrmably withhold its consent to an extension of such time
if corrective action is instituted by lessee within the applicable period and diligently pursued until the default is corrected;
Ie) Any statement, representation or warranty made by lessee in or pursuant to this Agreement or its execution, delivery or performance shall prove to have been false, incorrect,
misleading or breached in any material respect on the date when made;
(d) lessee shall 10 apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable fail or
admit in writing its inability generally W pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, Gv) have an order for reliefentered against it ender ap-
plicable federal bankruptcy law, or (vl file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking adventage of any
insolvency law or any answer admitting the material allegations of a petition filed against lessee in any bankruptcy, reorganization or insolvency proceeding; or
le) An order, judgment or decree shall be entered by any court of competent jurisdiction. approving a petition or appointing a receiver, trustee, custodian or liquidator of Ieesee or of an or •
substantial part of the assets of Lessee, in each ease without its application. approval or consent, and such order. judgment or decree shall continue unstayed and in effect for any period of 30
oonsxvLive days.
Section 12.02. Remedies an Default Whenever any Event of Default exists, Lessor shall have the right at its sole option without any further demand or notice, to take one or any combine
tion of the following remedial steps:
la)Bywrittennotice to Lessen Lessormay, declamallRental Paymenteand other amounts payable by Lessee hereunder to the end of the then current Original Term or Renewal Term to be due;
(b) With or without terminating this Agreement. Lessor may enter the premises where the Equipment is located and retake possession of the Equipment or require leases at lessee's ax-
pense to promptly return any or all of the Equipment to the possession of lessor at such place within the United States as Ieseor shall specify. and sell or lease the Equipment or, for the as
count of Lessee, sublease the Equipment, continuing to hold lessee liable for the difference between (p) the Rental Payments and other amounts payable by lessee hereunder to the and of the
than current Original Term or Renewal Term, and (u) the net proceeds of any such sale. lasing or subleasing (after deducting all expenses of Lessor in exercising its remedies under this
Agreement, including without limitation all expenses of taking possession, storing. reconditioning and selling or kissing the Equipment and an brokerage, atctiomerV and atterneye feesk
and Id lessor may take whatever action at :Jw or in equity may appear necessary or desirable to enforce its rights an the owner of the Equipment
Section 12.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to
every other remedy given under this Agreement now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such
right or power or shall be construed to be a waiver thereof. but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle lessor to ex-
ercise any remedy reserved to it in this Article it shall not be necessary to give any notice other then .uch notice as may be required in this Artie(.
ARTICLE XI.
Section 13.01. Notices. All notices. certificates or other communications hereunder shall be sufficiently given and Shall be deemed given when delivered or mailed by registered mail postage
prepaid, to the parties hereto at the addresses on the front of this agreement for at such other address as either party hereto shall designate in writing to the other for notices to such party(, to any
assignee at its address as it appears on the registration books maintained by Lessee or the Agent
Section 13.02. Release and IndemaiRntiom To the extent permitted by law, Lessee shall indemnify, protect. hold harmless, save and keep harmless lessor from and against any and an fiabr1ity,
obligation, bur, claim tax and damage whatsoever. regardless of cause thereof, and all expenses in connection therewith Oncluding without limitation counsel fees and expenses and my federal in.
come tax and interest and penalties connected therewith imposed on interest received) arising out of or as the result of (a) the entering into of this Agreement, (b) the ownership of ens item of the
Egn.. 1e Ic► the ordering, acquisition. use, operation. condition. purchase, delivery, rejection, storage or return of any item of the Equipment (d) or any accident in connection with the operation,
use, condition. possession, storage or return of any item of the Equipment resulting in damage to property or injury to or death to any parson, and/or (d) the breach of any covenant harem or my
material misrepresentation contained herein. The indemnification arising under this paragraph shall continue in full force and affect notwithstanding the fun payment of an obligations under this
Agreement or the termination of the lease Term for any reason.
Section 13.03. Entire Agreement This Agreement constitutes the entire agreement between Lessor and Leases.
Section 13.01. Binding Effect This Agreement shall inure to the benefit of and shall be binding upon lessor and leases and their respective successors and Assigns
Section 13.05. SeverabiBty. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or
render unenforceable any other provision hereof.
Section 13.06. Amendments. Changes and Modirkatlons. This Agreement may be amended by Lessor and Lessee: providad that no amendment that effects the rights of the Registered
Owners shall be effective unless it shall have been consented to by the Registered Owners of a majority, in principal amount, of the Lease Participation Certificates. if any. then outstanding.
Section 13.07. Execution in Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall conetitute but one
and the same instrument
Section 13.08. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State.
Section 13.09. Captioas. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sectiooe of this
Agreement
ML-4-787
EXHI]e A TO EQUIPMENT LEASEIPURC46e AGREEMENT
SCHEDULE OF RENTAL PAYMENTS
Rental Payment Rental Payment Interest
Number Amount Portion
Principal
Portion
Purchase
Price
1
$2,154.21
$308.39
$1,845.82
$45,905.23
2
$2,154.21
$296.47
$1,857.74
$44,047.49
3
$2,154.21
$284.47
$1,869.74
$42,177.75
4
$2,154.21
$272.40
$1,881.81
$40,295.94
5
$2,154.21
$260.24
$1,893.97
$38,401.97
6
$2,154.21
$248.01
$1,906.20
$36,495.77
7
$2,154.21
$235.70
$1,918.51
$34,577.26
8
$2,154.21
$223.31
$1,930.90
$32,646.36
9
$2,154.21
$210.84
$1,943.37
$30,702.99
10
$2,154.21
$198.29
$1,955.92
$28,747.07
11
$2,154.21
$185.66
$1,968.55
$26,778.52
12
$2,154.21
$172.94
$1,981.27
$24,797.25
13
$2,154.21
$160.15
$1,994.06
$22,803.19
14
$2,154.21
$147.27
$2,006.94
$20,796.25
15
$2,154.21
$134.31
$2,019.90
$18,776.35
16
$2,154.21
$121.26
$2,032.95
$16,743.40
17
$2,154.21
$108.13
$2,046.08
$14,697.32
18
$2,154.21
$94.92
$2,059.29
$12,638.03
19
$2,154.21
$81.62
$2,072.59
$10,565.44
20
$2,154.21
$68.23
$2,085.98
$8,479.47
21
$2,154.21
$54.76
$2,099.45
$6,380.02
22
$2,154.21
$41.20
$2,113.01
$4,267.01
23
$2,154.21
$27.56
$2,126.65
$2,140.36
24
$2,154.21
$13.82
$2,140.39
$1.00
MLS787
a)CHRYSI ER
, CAPITAL PUBLIC FINANCE C804
(CROSS OUT ANY INAPPLICABLE PARAGRAPHS. INCLUDE PARAGRAPHS 1, 2 AND 3 TO DESIGNATE THE AGREEMENT AS A
"QUALIFIED TAX-EXEMPT OBLIGATION"; INCLUDE PARAGRAPHS 1, 4 AND 5 TO QUALIFY FOR ARBITRAGE REBATE EXCEP-
TION FOR SMALL GOVERNMENTAL UNITS]
TAX DESIGNATIONS AND COVENANTS
1. The covenants and depi ations hereinafter set forth are intended to be, and hereby are, inco rated into the E ui t Leasv?ur-
chase Agreement, dated (1) /6 19-8-8- (the "Agreement"), between Chrysler Capital Pubic Finance Co?praion( l
and Tnwn of Avno ("Lessee"). and except as otherwise defined herein, all terms defined
in the Agreement shall have the same meaning herein as in the Agreement. The Commencement Date of the Agreement is or will be in the calendar
year 19 88 (the "Issuance Year").
2. Lessee hereby designates the Agreement as a "qualified tax-exempt obligation" as defined in Section 265(b)(3)(B) of the Code. The ag-
gregate face amount of all tax-exempt obligations (excluding private activity bonds other than qualified 501(c)(3) bonds) issued or to be issued by
Lessee and all subordinate entities thereof during the Issuance Year is not reasonably expected to exceed $10,000,000.
3. Lessee hereby covenants that Lessee and all subordinate entities thereof will not issue in excess of $10,000,000 of qualified tax-exempt
obligations lincluding the Agreement but excluding private activity bonds other than qualified 50103) bonds) during the Issuance Year without
first obtaining an opinion of nationally recognized counsel in the area of tax-exempt municipal obligations acceptable to Lessor that the designa-
tion of the Agreement as a "qualified tax-exempt obligation" will not be adversely affected.
4. Lessee represents and warrants that it is a governmental unit under the laws of the State with general taxing powers; the Agreement is
not a private activity bond as defined in Section 141 of the Code; 95% or more of the net proceeds of the Agreement will be used for local govern-
mental activities of Lessee; and the aggregate face amount of all tax-exempt obligations (other than private activity bonds) issued or to be issued
by the Lessee and all subordinate entities thereof during the Issuance Year is not reasonably expected to exceed $5,000,000.
5. Lessee hereby covenants that Lessee and all subordinate entities thereof will not issue in excess of $5,000,000 of tax-exempt bonds (in-
cluding the Agreement but excluding private activity bonds) during the Issuance Year without first obtaining an opinion of nationally recogniz-
ed counsel in the area of tax-exempt municipal obligations acceptable to Lessor that the excludability of the interest on the Agreement from gross
income for federal tax purposes will not be adversely affected.
(1)Dated: March 8, 1988
[SEAL]
gc`ITEST:
(3~
Title: Patricia J. Doyle, C erk
Town of Avon
LESSEE
By
Title: Allan R. Nottingham, Mayor
CERTIFICATE OF CLERK OR SECRETARY OF LESSEE
I, the undersigned, do hereby certify that (i) the foregoing Tax Designations and Covenants were adopted and approved by action of the
governing body of Lessee at a meeting duly called, regularly convened and attended throughout by the requisite majority of the members thereof.
(ii) the officer of Lessee who executed the foregoing Tax Designation and Covenants on behalf of Lessee and whose genuine signature appears
thereon is the duly qualified and acting officer of Lessee as stated beneath his or her signature, and (iii) said officer has been authorized to execute
the foregoing Tax Designations and Covenants on behalf of Lessee.
(1)Dated: March 8, 1988
(3
MUia7e;
CHRYSLER
CAPITAL PUBLIC FINANC[ COP .
ACCEPTANCE CERTIFICATE
Chrysler Capital Public Finance Corporation
106 W. 11th Street, Suite 1530
Kansas City, Missouri 64105
Re: Equipment Lease/Purchase Agreement, dated as of (1)
"Agreement"), between Chrysler Capital Public Finance Corporation
Town of Avon
("Lessor") and
("Lessee")
Ladies and Gentlemen:
In accordance with the Agreement, the undersigned Lessee hereby certifies and represents to, and agrees with, Lessor as follows:
(1) All of the Equipment (as defined in the Agreement) has been delivered, installed and accepted on the date hereof.
(2) Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges
that it accepts the Equipment for all purposes.
(3) Lessee is currently maintaining the insurance coverage required by Section 7.02 of the Agreement.
(4) No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as defined in the
Agreement) exists at the date hereof.
0 ) Dated:
[SEAL)
March 8. 1988
Town of Avon
LESSEE
(2) g 'r-
Title: All, R. Notting m, Mayor
March 8, 1988 (the
NL.8-787
0
MEMO
TO: Bill James
FROM: Steve Midkiff /f
RE: Lease Purchase Agreement
DATE: February 18. 1988
i
The puropose of the attached d~ M G is to allow for the purchase
of a Holder Tractor and attachments for the Public Works Department.
With the proper attachments this tractor can be used for a variety
of tasks. In the Spring it would be used as a street sweeper and
into the summer months as a mower. a turf aeriator. and turf sweeper.
And next winter it would be used as a snow plow. and a snow blower.
With the use of this tractor for all of these functions. it is clear
to see the cost savings in man-hours. maintenance. and out right
purchase price as compared to a fleet of specialized trucks or
tractors that would accomplish the same results.
The lease purchase agreement with Chrysler Corporation for a purchase
price of $47.751 holds an interest rate of 7.75 percent, which is
substantially lower than other quotes I have received that ranged as
high as 11.34 percent.
r a
CHRMER
CAPrRU
Chrysler Capital Public Finance Corporation
February 17, 1988
Mr. Steve Midkiff
Town of Avon
400 Benchmark Road
Avon, Colorado 81620
Dear Steve:
The documents from CHRYSLER CAPITAL PUBLIC FINANCE CORPORATION
are enclosed and are number coded as follows:
(1) .....Date of execution. The same date should be used
throughout the documents.
(2) .....Appropriate signature of the official person authorized
to execute the documents on behalf of the lessee
(Authorized Signer).
(3) .....Appropriate signature for the person attesting to the
signature of the authorized signer (Attestor).
(4)...... The Opinion of Counsel must be executed by the lessee's
legal counsel.
(5)...... Completion of the Lease Information Report.
(6)...... Completion as indicated of the Tax Designations and
Covenants form
(7)...... Upon delivery and acceptance of the equipment, sign,
date, and return the Acceptance Certificate.
106 west 11 th Street
Suite 1530
Kansas City, Missouri 64105
(616) 472-4400
• 0
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
8TH DAY OF MARCH, 1988, AT THE TOWN HALL FOR THE PURPOSE OF
CONSIDERING THE ADOPTION OF ORDINANCE NO. 88-2, SERIES OF
1988:
AN ORDINANCE AUTHORIZING EXECUTION OF CERTAIN EQUIPMENT
LEASE AGREEMENT
A copy of said Ordinance is attached hereto, and is also on file
at the office of the Town Clerk, and may be inspected during
regular business hours.
Followina this hearing the Council may consider final passage
of this Ordinance.
This notice is given and published by order of the Town Council
of the Town of Avon, Colorado.
dated this 23rd day of February, 1988.
OF )AVON,
atri.cia J.,'Doyl\,e, own Cler
POSTED AT THE FOLLOWING PUBLIC PLACES WITHIN THE TOWN OF
AVON ON FEBRUARY 24, 1988:
THE AVON POST OFFICE IN THE MAIN LOBBY
THE CITY MARKET IN THE MAIN LOBBY
THE PD QUIK STATION; AND
THE AVON MUNICIPAL BUILDING IN THE MAIN LOBBY