TC Ord. No. 1992-18 Authorizing Execution of Certain Equipment Lease AgreementORDINANCE NO. 92-18
SERIES OF 1992
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, 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 22nd day of September, 1992, 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 13th day of October, 1992, at 7:30 p.m. in the
Municipal Building of the Town of Avon, Colorado.
TOWN OF AVON, COL
ATTEST:
Patty Ne hart, Tow Clerk
errj Davis,lMayor
INTRODUCED, PASSED ON SECOND READING, APPROVED AND ORDERED POSTED
this 13 tWay of October 1992.
ATTEST:
1
Patty Ney art, own Clerk
Albert 1:Zeynol(0,8', Mayor Pro-Tem
APPROVED AS TO FORM:
To n Attorney
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
13TH DAY OF OCTOBER, 1992, AT THE TOWN HALL FOR THE PURPOSE
OF CONSIDERING THE ADOPTION OF ORDINANCE NO. 92-18, SERIES OF
1992:
AN ORDINANCE AUTHORIZING EXECUTION OF CERTAIN EQUIPMENT LEASE
AGREEMENT
A copy of said Ordinance is attached hereto, and is also on
file at the office of the Town Clerk, and may be inspected
during regular business hours.
Following this hearing the Council may consider final passage
of this Ordinance.
This notice is given and posted by order of the Town Council
of the Town of Avon, Colorado.
Dated this 23rd day of September, 1992.
TOWN OF AVON, COLORADO
BY' V~"
•Patty Ney art
Town Cler
POSTED AT THE FOLLOWING PUBLIC PLACES WITHIN THE TOWN OF AVON
ON SEPTEMBER 23, 1992:
AVON POST OFFICE IN THE MAIN LOBBY
CITY MARKET IN THE MAIN LOBBY
COASTAL MART, INC.; AND
AVON MUNICIPAL BUILDING IN THE MAIN LOBBY
COUGHLIN & CONIPANY" INC
.
Im,csuncnt Rankers Smcc 1932
621 1711) Sheet Suite 1900
Denver, CO 80202
3()3-29,'-)-'10()()
Fas :303-298-171.5
October 20, 1992
Mr. Bill James
Town Manager
Town of Avon, Colorado
400 Benchmark Road
Avon, CO 81620
Dear Bill:
OC T 2 1992
rQWN OrA
-_VON
Attached is the revised Equipment Lease Agreement. You may note that we intend to close this
lease on October 28, 1992 and, therefore, Exhibit C, the Lease Payment Schedule, reflects an
amount for accrued interest. Also, T. J. Mancuso, our legal counsel, told me that if you want
to have your proceeds fully distributed by July 1, 1993, you may be subject to arbitrage rebate
requirements.
I assume you will fill in the appropriate blanks on Exhibit A. Exhibit B will be replaced by a
copy of the Town Ordinance related to this Equipment Lease Agreement. I will complete the
items on Exhibit E, when I receive the final cost numbers for the equipment. I have also
enclosed a draft of the Escrow Agreement for your review.
If you have any further questions, please let me know.
Sincerely,
COUGHLIN & COMPANY INC.
Walter J. Coughlin
Vice President
WJC: st
Enclosures
EQUIPMENT LEASE AGREEMENT
This equipment Lease (the "Lease") dated as of October 15, 1992, by and between
Municipal Lease Trust, Series 1992-1 ("Lessor") and between the Town of Avon, Colorado
("Lessee"), a body corporate and politic existing under the laws of the State of Colorado;
NOW THEREFORE, for and in consideration of the mutual promises, covenants and
agreements hereinafter set forth, the parties hereto agree as follows:
ARTICLE I
LEASE OF EQUIPMENT
Section 1.1 Agreement to Lease. Lessor hereby demises, leases and lets to Lessee and
Lessee rents, leases and hires from Lessor, the Equipment to have and to hold for the term of
this Lease.
Section 1.2 Title. During the term of this Lease, title to the Equipment will be in the
name of Lessor. Upon termination of this Lease as provided in Sections 3.3(b) or 3.3(d), title
to the Equipment will transfer automatically to Lessee without the need for any further action
on the part of Lessor, Lessee or any other person, provided that if any action is so required,
Lessor by this Lease appoints Lessee its irrevocable attorney in fact to take any action to so
transfer title to the Equipment to Lessee. Lessor at all times will have access to the Equipment
for the purpose of inspection, alteration and repair.
Section 1.3 Security. To secure the payment of all of Lessee's obligations to Lessor
under this Lease, Lessee grants to Lessor a security interest in the Equipment and in all
additions, attachments, accessions and substitutions to or for the Equipment. the security interest
granted herein includes proceeds. Lessee agrees to execute such additional documents, including
financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor,
which Lessor deems necessary or advisable to establish and maintain its security interest in the
Equipment. Lessor understands and agrees that the security interest granted in this Section shall
be subject and subordinate to presently existing security interest and/or purchase money security
interest in miscellaneous equipment which may be installed in accordance with the provisions of
Section 9.3.
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ARTICLE II
DEFINITIONS
The terms defined in this Article II shall, for purposes of this Lease, have the meaning
herein specified unless the context clearly otherwise requires:
"Commencement Date" shall mean the date when the term of this Lease begins and
Lessee's obligation to pay rent accrues, as set forth in Section 3.1.
"Equipment" shall mean the property which Lessor is leasing to Lessee referred to in
Section 1.1 and more fully described in Exhibit A.
"Lessee" shall mean the Town of Avon, Colorado.
"Lessor" shall mean Municipal Lease Trust, Series 1992-1, its successors and assigns.
"Option Purchase Price" shall mean the amount which Lessee must pay Lessor to
purchase the Equipment, as determined by Article V.
"Original Term" shall mean the period from the Commencement Date until the end of
the fiscal year of Lessee in effect at the Commencement Date, as set forth in Section 3.2.
"Renewal Terms" shall mean all of the additional periods of one year (coextensive with
Lessee's fiscal year) for which this Lease shall be effective in the absence of a termination of the
Lease as provided in Article III.
"Rental Payments" means the rental payments payable by Lessee pursuant to the
provisions of this Lease during the Term hereof.
"Term" or "Term of this Lease" shall mean the period provided for in this Lease under
Section 3.2.
"Vendor" shall mean the manufacturer of the Equipment and the manufacturer's agent
or dealer from whom Lessor purchased or is purchasing the Equipment.
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ARTICLE III
LEASE TERM
Section 3.1 Commencement. The Term of this Lease shall commence as of:
El the date this Lease is executed.
El days after the receipt, installation and operation of the Equipment, and its
acceptance by Lessee as indicated by an acceptance certificate signed by
Lessee.
El the date the Vendor receives full payment for the Equipment from Lessor.
0 October 28, 1992.
Such date will be referred to as the Commencement Date.
Section 3.2 Duration of Lease: Non-appropriation. This Lease will continue until
December 15, 1996, unless this Lease is terminated as hereinafter provided.
The parties understand that it is the intent of Lessee that as long as Lessee has sufficient
appropriated funds to make the Rental Payments hereunder, Lessee will keep this Lease in effect
through all Renewal Terms and make all payments required herein or Lessee will exercise its
option under Article V to purchase the Equipment, subject to Lessee's right to terminate as
herein provided. Lessee reasonably believes that it will have a need for the Equipment for the
duration of the Original Term and all Renewal Terms. If Lessee does not appropriate funds to
continue the leasing of the Equipment for any ensuing Renewal Term, this Lease will terminate
upon the expiration of the Original or Renewal Term then in effect and Lessee shall notify Lessor
of such termination at least ten (10) days prior to the expiration of the Original or Renewal Term
then in effect; provided, however, that a failure to give such written notice shall not constitute
an event of default, result in any liability on the part of the Lessee or otherwise affect the
termination of this Lease as set forth hereinabove.
Section 3.3 Termination. This Lease will terminate upon the earliest of any of the
following events:
(a) the expiration of the Original Term or any Renewal Term of this
Lease and the failure of Lessee to appropriate funds to continue the leasing of the
Equipment for the ensuing Renewal Term;
(b) the exercise by Lessee of any option to purchase granted in this Lease
by which Lessee purchases all of the Equipment;
(c) a default by Lessee and Lessor's election to terminate this Lease under
Article VII herein; or
(d) the expiration of the Term of this Lease.
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Section 3.4 Return of Equipment Upon Termination. Upon termination of this Lease
pursuant to Sections 3.3(a) or 3.3(c), Lessee shall return the Equipment to Lessor in the
condition, repair, appearance and working order required in Section 9.2 hereof in the following
manner as may be specified by Lessor:
(a) By delivering the Equipment to Lessor at Lessee's principal place of
business; or
(b) By loading the Equipment at Lessee's cost and expense, on board such
carrier as Lessor shall specify and shipping the same, freight prepaid, to the
destination designated by Lessor.
Lessee shall obtain all governmental authorizations to permit return of the Equipment to
Lessor and Lessee shall pay to Lessor such sum as may be necessary to cover replacement of all
broken or missing parts.
Section 3.5 Non-Substitution. To the extent permitted by law, Lessee agrees that,
following nonappropriation of funds hereunder, Lessee will not purchase, lease or rent equipment
performing function similar to those performed through the use of the Equipment, or to obtain
from any source the service or information which the Equipment was to perform or provide for
the balance of all renewal terms available hereunder.
ARTICLE IV
RENTAL PAYMENTS
Section 4.1 Amount. Lessee will pay Lessor as rent for the use of the Equipment
during the Original Term and any Renewal Terms on the dates and in the amounts set forth in
Exhibit C attached hereto. All Rental Payments shall be paid, exclusively from legally available
funds, in lawful money of the United States of America to Lessor or to such other person or
entity or at such other place, as Lessor may from time to time designate by written notice to
Lessee.
Section 4.2 Portion of Rental Payments Attributable to Interest. The portion of each
Rental Payment which is paid as and is representative of interest is set forth in Exhibit C attached
hereto.
Section 4.3 No Right to Withhold. Notwithstanding any dispute between Lessee,
Lessor, Vendor or any other party, Lessee will make all Rental Payments when due, without
withholding any portion of such rent, pending final resolution of such dispute by mutual
agreement between the parties thereto or by a court of competent jurisdiction.
Section 4.4 Rental Payments to Constitute a Current Obligation of the Lessee. The
Lessee and the lessor acknowledge and agree that the obligation of the Lessee to pay Rental
Payments hereunder constitutes a current obligation of the Lessee payable exclusively from
current and legally available funds and shall not in any way be construed to be an indebtedness
of the Lessee within the meaning of any provision of Sections or any other constitutional or
statutory limitation or requirement applicable to the Lessee concerning the creation of
indebtedness. The Lessee has not hereby pledged the credit of the Lessee to the payment of the
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Rental Payments, or the interest thereon, nor shall this Lease obligate the Lessee to apply money
of the Rental Payments or any interest thereon.
ARTICLE V
PURCHASE OF EQUIPMENT
Section 5.1 Option Purchase Price. Lessee may purchase the Equipment from Lessor
at any time at a price equal to the Option Purchase Price as set forth in Exhibit C.
Section 5.2 Manner of Exercise of Option. To exercise the option, Lessee must
delivery to Lessor written notice specifying the date on which the Equipment is to be purchased
(the "Closing Date"), which notice must be delivered to Lessor at least thirty (30) days prior to
the Closing Date specified therein. At the closing, Lessor will deliver to Lessee a bill of sale
transferring the Equipment to Lessee free and clear of any lien or encumbrance created by or
arising through Lessor, but without warranties, and will deliver all warranties and guarantees of
vendors of the Equipment.
Section 5.3 Conditions of Exercise of Option. Lessee may purchase the Equipment
pursuant to the option granted by this Lease only if Lessee has made all Rent Payments when
due (or has remedied any defaults in the payment of rent, in accordance with the provisions of
this Lease) and if all other representations, covenants, warranties and obligations of Lessee under
this Lease have been satisfied (or all breaches of the same have been waived by Lessor in
writing).
Section 5.4 Termination Purchase. Upon the expiration of the Term of the Lease and
provided that the conditions of Section 5.3 have been satisfied, Lessee shall be deemed to have
purchased the Equipment (without the payment of additional sums) and shall be vested with all
rights and title to the Equipment. Lessor agrees that upon the occurrence of the events as
provided in this Section, it shall deliver to Lessee the documents specified in Section 5.2.
ARTICLE VI
REPRESENTATIONS, COVENANTS AND WARRANTIES OF LESSEE AND LESSOR
Section 6.1 Representations. Covenants and Warranties of Lessee. Lessee represents,
covenants and warrants as follows:
(a) Lessee is a body corporate and politic, duly organized and existing
under the Constitution and laws of the State of Colorado.
(b) Lessee is authorized by the Constitution and laws of the State of
Colorado to enter into this Lease and to effect all of the Lessee's obligations
hereunder. The governing body of Lessee has executed the resolution attached as
Exhibit B to this Lease which specifically authorizes Lessee to execute and deliver
this Lease.
(c) All procedures and requirements, including any legal bidding
requirements, have been met by Lessee prior to the execution of this Lease in
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order to insure the enforceability of this Lease and all rent and other payment
obligations will be paid out of funds legally available for such purpose.
(d) The letter attached to this Lease as Exhibit D is a true opinion of
Lessee's counsel.
(e) Lessee will use and service the Equipment in accordance with
Vendor's instructions and in such a manner as to preserved all warranties and
guarantees with respect to the Equipment.
(f) During the term of this Lease, the Equipment will be used by
Lessee only for the purpose of performing one or more governmental or
proprietary functions of Lessee consistent with the permissible scope of Lessee's
authority.
(g) The representations, covenants, warranties and obligations set forth
in this Article are in addition to and are not intended to limit any other
representations, covenants, warranties and obligations set forth in this Lease.
(h) The Equipment shall be used solely by Lessee and shall not be
subject to any direct or indirect private business use.
(i) This Lease does not constitute either (1) a private activity bond, as
defined in Section 141 of the Internal Revenue Code of 1986, as amended (the
"1986 Code") nor (ii) an arbitrage bond, as defined in Section 148 of the 1986
Code.
0) The obligations of Lessee under this Lease are not federally
guaranteed within the meaning of Section 149(b) of the 1986 Code.
(k) This Lease is being executed for the purpose of acquiring the
Equipment and is not being issued to refund or refinance any outstanding
obligation of Lessee.
(1) In compliance with Section 149(e) of the 1986 Code relating to
information reporting, Lessee has caused or will cause to be filed with the Internal
Revenue Service, IRS form 8038-G or 8038-GC, as appropriate.
(m) Lessee will comply with all arbitrage rebate provisions of the 1986
Code, or will be exempt from the obligation to rebate amounts thereunder.
Section 6.2 Representations. Covenants and Warranties of Lessor. Lessor represents,
covenants and warrants as follows:
(a) During the term of this Lease, Lessor will provide Lessee with
quiet use and enjoyment of the Equipment, without suit, trouble or hindrance
from Lessor, except upon default by Lessee as set forth in this Lease.
(b) Lessee has selected the Equipment and desires to lease the
Equipment for use in the performance of its governmental or proprietary
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functions. Lessor, at Lessee's request, has ordered or shall order the Equipment
and shall lease the same to Lessee as herein provided, Lessor's only role being the
facilitation of the financing of the Equipment for the Lessee. Lessor will not be
liable for specific performance or for damages if the supplier or manufacturer of
the Equipment for any reason fails to fill, or delays in filling, the order for the
Equipment. Lessee acknowledges that Lessor is not a manufacturer of or a dealer
in the Equipment (or similar equipment) and does not inspect the Equipment prior
to delivery to Lessee. Lessee agrees to accept the Equipment and authorizes
Lessor to add the serial number of the Equipment to Exhibit A. Lessor shall have
no obligation to install, erect, test, inspect or service the Equipment. FOR
PURPOSE OF THIS LEASE AND OF ANY PURCHASE OF THE
EQUIPMENT EFFECTED UNDER THIS LEASE, LESSOR EXPRESSLY
DISCLAIMS ANY WARRANTY WITH RESPECT TO THE CONDITION,
QUALITY, DURABILITY, SUITABILITY, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OF THE EQUIPMENT IN ANY
RESPECT, AND ANY OTHER REPRESENTATION, WARRANTY OR
COVENANT, EXPRESS OR IMPLIED. LESSOR WILL NOT BE LIABLE TO
LESSEE FOR ANY LIABILITY, LOSS OR DAMAGE CAUSED OR
ALLEGED TO BE CAUSED, DIRECTLY OR INDIRECTLY, BY ANY
INADEQUACY, DEFICIENCY OR DEFECT IN THE EQUIPMENT OR BY
ANY USE OF THE EQUIPMENT, WHATSOEVER. Lessor assigns to Lessee,
without recourse, for the Term of this Lease all manufacturer warranties and
guarantees, express or implied, pertinent to the Equipment, and Lessor directs
Lessee to obtain the customary services furnished in connection with such
guarantees and warranties at Lessee's expense, subject to Lessee's obligation to
reassign to Lessor all such warranties and guarantees upon Lessor's repossession
of the Equipment.
(c) Lessor has not caused to be created any lien or encumbrance on the
Property except the security interest provided in Section 1.3 of this Lease.
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
Section 7.1 Events of Default Defined. The following shall be "events of default"
under this Lease and the terms, "event of default" and "default" shall mean, whenever they are
used in this Lease, any one or more of the following events:
(a) Failure by Lessee to pay any Rental Payment or other payment
required to be paid hereunder at the time specified herein; and
(b) 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
Section 7.1(a), for a period of 30 days after written notice, specifying such failure
and requesting that it be remedied as given to Lessee by Lessor, unless Lessor
shall agree in writing to an extension of such time prior to its expiration;
provided, however, if the failure stated in the notice cannot be corrected within
the applicable period, Lessor will not unreasonably withhold its consent to an
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extension of such time if corrective action is instituted by Lessee within the
applicable period and diligently pursued until the default is corrected.
The foregoing provisions of this Section 7.1 are subject to (i) the provisions of Section
3.2 hereof with respect to non-appropriation; and (ii) if by reason of force majeure Lessee is
unable in whole or in part to carry out its agreement on its part herein contained, other than the
obligations on the part of Lessee contained in Article IV hereof, Lessee shall not be deemed in
default during the continuance of such inability. The term "force majeure" as used herein, shall
mean, without limitation, the following: acts of God; strikes, lockouts or other industrial
disturbances; acts of public enemies; orders or restraints of any kind of the government of the
United States of America or of the state wherein Lessee is located or any of their departments,
agencies or officials, or any civil or military authority; insurrections; riots, landslides;
earthquakes; fires; storms; droughts; floods; explosions; breakage or accident to machinery,
transmission pies or canals; or any other cause or event not reasonably within control of Lessee.
Section 7.2 Remedies on Default. Whenever any event of default referred to in Section
7.1 hereof shall have happened and be continuing, Lessor shall have the right, at its sole option
without any further demand or notice to take one or any combination of the following remedial
steps:
(a) With or without terminating this Lease, retake possession of the
Equipment and sell, lease or sublease the Equipment for the account of the
Lessee, holding Lessee liable for the difference between (i) the rents and other
amounts payable by Lessee hereunder to the end of the then current Renewal
Term and (ii) the purchase price, rent or other amounts paid by a purchaser,
lessee or sublessee of the Equipment pursuant to such sale, lease or sublease; and
(b) Take whatever action at law or in equity may appear necessary or
desirable to enforce its rights as the owner of the Equipment.
Section 7.3 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 Lease or 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
and power may be exercised from time to time and as often as may be deemed expedient. In
order to entitle Lessor to exercise any remedy reserved to it in this Article VII it shall not be
necessary to give any notice, other than such notice as may be required in this Article VII.
Section 7.4 Waiver of Certain Damages. With respect to all of the remedies of Section
7.2 above, Lessee expressly waives any damages occasioned by Lessor's repossession of the
Equipment.
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ARTICLE VIII
PAYMENT OF TAXES, FEES, PERMITS AND UTILITY SERVICES
Section 8.1 Interpretation. This Lease for all purposes will be treated as a net lease.
Section 8.2 Taxes and Fees. Lessee agrees to pay and to indemnify and hold Lessor
harmless from, all license, sales, use, personal property and other taxes and fees, together with
any penalties, fines and interest on such taxes and fees imposed or levied with respect to the
Equipment and the ownership, delivery, lease, possession, use, operation, sale and other
disposition of the Equipment, and upon the rental or earnings arising from any such disposition,
except any federal or state income taxes payable by Lessor on such rental or earnings. Lessee
may in god faith and by appropriate proceedings contest any such taxes and fees so long as such
proceedings do not involve any danger of sale, forfeiture or loss of the Equipment or of any
interest in the Equipment.
Section 8.3 Permits. Lessee will provide all permits and licenses necessary for the
installation, operation and use of the Equipment. Lessee will comply with all laws, rules,
regulations and ordinances applicable to the installation, use, possession and operation of the
Equipment. If compliance with any law, rule, regulation, ordinance, permit or license requires
changes or additions to be made to the Equipment, such changes or additions will be made by
Lessee at its own expense.
Section 8.4 Utilities. Lessee will pay all charges for gas, water, steam, electricity,
light, heat or power, telephone or other utilities furnished to or used in connection with the
Equipment (including charges for installation of such services) during the term of this Lease.
There will be no abatement of rent on account of the interruption of any such services.
ARTICLE IN
USE, REPAIRS, ALTERATIONS AND LIENS
Section 9.1 Use. Lessee will not install, use, operate or maintain the Equipment
improperly, carelessly, in violation of any applicable law or in a manner contrary to that
contemplated by this Lease. Lessee agrees that the Equipment is and, at all times, will remain
personal property not withstanding that the Equipment or any part of the Equipment may now
or hereafter become affixed in any manner to real property or to any building or permanent
structure.
Section 9.2 Repairs. Lessee, at its own cost, will service, repair and maintain the
Equipment so as to keep the Equipment in as good condition, repair, appearance and working
order as when delivered to and accepted by Lessee under this Lease, ordinary wear and tear
excepted. At its own cost, Lessee will replace any and all parts and devices which may from
time to time become worn out, lost, stolen, destroyed, damaged beyond repair or rendered unfit
for use for any reason whatsoever. All such replacement parts, mechanisms and devices will be
free and clear of all liens, encumbrances and rights of others, and immediately will become a
part of the Equipment and will be covered by this Lease (for all purposes including the obligation
of Lessee to retransfer title to Lessor under Section 1.2 herein) to the same extent as the
Equipment originally covered by this Lease.
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Section 9.3 Alterations. Lessee may install such miscellaneous equipment as may be
necessary for use of the Equipment for its intended purposes so long as either (a) the installation
of such equipment does not alter the function or manner of operation of the Equipment, or (b)
Lessee, upon termination of this Lease, restores the Equipment to its function and manner of
operation prior to the installation of such equipment. Subject to the obligations described above,
Lessee may remove such equipment upon termination of this Lease, if the removal of such
equipment will not substantially damage the Equipment. Without the prior written consent of
Lessor, Lessee will not make any other alterations, changes, modifications, additions or
improvements to the Equipment except those needed to comply with Lessee's obligations to
change, add to or repair the Equipment as set forth in Section 9.2 and 10.3 herein. Any
alterations, changes, modifications, additions and improvements made to the Equipment, other
than miscellaneous equipment installed as set forth above, immediately will become a part of the
Equipment and will be covered by this Lease (for all purposes, including the obligation of Lessee
to retransfer title to Lessor under Section 1.2 herein) to the same extent as the Equipment
originally covered by this Lease.
Section 9.4 Liens. Except with respect to the security interest provided in Section 1.3
hereof, Lessee will not directly or indirectly create, incur, assume or suffer to exist any
mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Equipment or
any interest in the Equipment. Lessee promptly, and at its own expense, will take such action
as may be necessary to duly discharge any mortgage, pledge, lien, charge, encumbrance or claim
not excepted above, if the same arises at any time.
ARTICLE X
INDEMNIFICATION, INSURANCE AND DAMAGE TO OR DESTRUCTION OF THE EQUIPMENT
Section 10.1 Indemnification. Subject to the limitations provided by the Colorado
Governmental Immunity Act, Lessee assumes liability for and agrees to indemnify Lessor from
and against any and all liability (including attorney's fees) of any nature imposed upon, incurred
by, or asserted against Lessor which in any way relates to or arises out of ownership, delivery,
lease, possession, use, operation, condition, sale or other disposition of the Equipment.
Notwithstanding anything contained in this Section to the contrary, Lessor shall not be
indemnified for or relieved of, any liability which may be incurred from Lessor's breach of this
Agreement.
Section 10.2 Insurance. Lessee, at its cost, will cause casualty insurance, public
liability insurance and property damage insurance to be carried and maintained on the Equipment,
with all such coverages to be in such amounts sufficient to cover the value of the Equipment at
the commencement of this Lease (as determined by the purchase price paid by Lessor for the
Equipment), and to be in such forms, to cover such risks and with such insurers as are acceptable
to Lessor. As policies of insurance are obtained, Lessee will cause Lessor to be the named
insured on such policies as its interest under this Lease may appear. Insurance proceeds from
insurance policies as relating to casualty and property damage losses will be payable to Lessor
to the extent of the sum of the Option Purchase Price of the Equipment at the time of its damage
or destruction and all amounts due and owing hereunder. Lessee will deliver to Lessor the
policies or evidences of insurance satisfactory to Lessor, if any, together with receipts for the
initial premiums before the Equipment is delivered to Lessee. Renewal policies, if any, together
with receipts showing payment of the applicable premiums will be delivered to Lessor at least
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thirty (30) days before termination of the policies being renewed. By endorsement upon the
policy or by independent instrument furnished to Lessor, such insurer will agree that it will give
Lessor at least thirty (30) days' written notice prior to cancellation or alteration of the policy.
Lessee will carry workmen's compensation insurance covering all employees working on, in or
about the Equipment and will require any other person or entity working on, in or about the
Equipment to carry such coverage and will furnish to Lessor certificates evidencing such
coverages throughout the Term of this Lease.
Section 10.3 Damaze to or Destruction of Equipment. If all or any part of the
Equipment is lost, stolen, destroyed or damaged, Lessee will give Lessor prompt notice of such
event and will repair or replace the same at Lessee's cost within thirty (30) days after such event,
and any replaced Equipment will be substituted in this Lease by appropriate endorsement. All
insurance proceeds received by Lessor under the policies required under Section 10.2 with
respect to the Equipment lost, stolen, destroyed or damaged will be paid to Lessee if the
Equipment is repaired or replaced by Lessee as required by this Section. If Lessee fails or
refuses to make the required repairs or replacement, such proceeds will be paid to Lessor to the
extent of the then remaining portion of the Rental Payments to become due during the Term of
this Lease less that portion of such Rental Payments attributable to interest, which will not then
have accrued. No loss, theft, destruction or damage to the Equipment will impose any obligation
on Lessor under this Lease, and this Lease will continue in full force and effect regardless of
such liabilities, whether or not covered by insurance, for loss, theft, destruction or damage to
the Equipment and for injuries or deaths of persons and damage to property however arising,
whether such injury or death be with respect to agents or employees of Lessee or of third parties,
and whether such damage to property be to Lessee's property or to the property of others.
ARTICLE RI
MISCELLANEOUS
Section 11.1 Assignment and Sublease by Lessee. Lessee may not assign, transfer,
pledge or encumber this Lease or any portion of the Equipment (or any interest in this Lease or
the Equipment), or sublet the Equipment, without the prior written consent of Lessor. Consent
to any of the foregoing acts shall not constitute a consent to any subsequent like act by Lessee
or any other person. Lessee agrees that Lessor may impose on the Equipment such plates or
other means of identification as necessary to indicate that the Equipment is subject to this Lease
and the restrictions set forth in this Section.
Section 11.2 Assignment by Lessor. The parties hereto agree that all rights of Lessor
hereunder may be assigned, transferred or otherwise disposed of, either in whole or in part upon
notice to Lessee. Lessee shall maintain registration books for this Lease and shall be obligated
to make the payments required hereby, including principal and interest payments, solely to the
registered owner or owners hereof.
Section 11.3 Lessor's Right to Perform for Lessee. If Lessee fails to make any
payment or fails to satisfy any representations, covenant, warranty or obligation, Lessor may (but
need not) make such payment or satisfy such representation, covenant, warranty or obligation,
and the amount of such payment and any expenses incurred by Lessor, as the case may be,
together with interest thereon as herein provided, will be deemed to be additional rent payable
by Lessee on Lessor's demand.
-11-
Section 11.4 Addresses. All notices to be given under this Lease will be made in
writing and mailed or delivered by registered or certified, return receipt requested,
(a) if to Lessee, at 400 Benchmark Road, Avon, CO 81620.
(b) if to Lessor, at c/o Corporate Trust Department, Zions First National
Bank, 1 South Main, Third Floor„ Salt Lake City, Utah 84110, until either Lessee or
Lessor gives written notice to the other specifying a different address.
Section 11.5 Manner of Payment. All payments by Lessee will be made in cash, by
certified or cashier's check, or by other manner acceptable to Lessor.
Section 11.6 Non-waiver. No breach by Lessee in the satisfaction of any representation,
covenant, warranty or obligation may be waived except by the written consent of Lessor, and
any such waiver will not operate as a waiver of any subsequent breach. Forbearance or
indulgence by Lessor in any regard whatsoever shall not constitute a waiver of the covenant or
obligation and until complete performance by Lessee of said covenant or obligation Lessor shall
be entitled to invoke any remedy available to it under this Lease despite said forbearance or
indulgence. No collection of rent shall operate as a waiver of any default.
Section 11.7 Severance Clause. Any provision in this Lease which is prohibited by
Law will be treated as if it never were a part of this Lease, and the validity of the remaining
terms of this Lease will be unaffected.
Section 11.8 Entire Agreement: Addendum. This Lease and the attached Exhibits
constitute the entire agreement between Lessor and Lessee and supersedes any prior agreement
between Lessor and Lessee with respect to the Equipment, except as is set forth in an Addendum,
if any, which is made a part of this Lease and which is signed by Lessor and Lessee.
Section 11.9 Amendments. This Lease may be amended only by a written document
signed by Lessor and lessee.
Section 11.10 Inurement. Subject to the restrictions in Section 11.1 above, this Lease
is binding upon and inures to the benefit of Lessor and Lessee and their respective successors and
assigns.
Section 11.11 Governing Law. This Lease is governed by the laws of the State of
Colorado.
Section 11.12 Headings. Headings used in this Lease are for convenience of reference
only and the interpretation of this Lease will be governed by the text only.
Section 11.13 Offset. Rental Payments or other sums payable by Lessee pursuant to
this Lease shall not be subject to set-off, deduction, counterclaim or abatement and Lessee shall
not be entitled to any credit against such Rental Payments or other sums for any reason
whatsoever, including, but not limited to, any damage or destruction of the Equipment or any
restriction or interference with Lessee's use of the Equipment.
-12-
Section 11.14 Interest. If Lessee fails to pay any Rental Payment or other amount due
hereunder within 10 days after the due date thereof, Lessee shall pay to Lessor interest on such
delinquent payment from the due date until paid at the rate of thirteen percent (13 per annum.
Section 11.15 Nature of this Agreement. Lessor and Lessee agree that it is their
intention that, for federal income tax purposes, the interest of Lessor in the Equipment is as a
secured party and the interest of Lessee is as a debtor with the aggregate principal amount of the
Rental Payments constituting the purchase price of the Equipment, and that Lessor neither has,
nor will have, any equity in the Equipment.
Section 11.16 Set-Up Fee. As additional consideration for the rights herein granted to
Lessee, Lessee agrees to pay Lessor a commencement or set-up fee of Two Hundred Fifty
Dollars ($250.00) on the date this Lease is executed.
Section 11.17 Designation of Issue for Tax Purposes. In accordance with Section 265
of the 1986 Code, Lessee hereby designates this Lease as an issue qualifying for the exception
for certain qualified tax-exempt obligations to the rule denying banks and other financial
institutions 100% of the deduction for interest expenses which is allocable to tax-exempt interest.
Lessee reasonably anticipates that the total amount of qualified tax-exempt obligations [other than
private activity bonds, as defined in Section 141 of the 1986 Code (a qualified 501(c)(3) bond,
as defined in Section 145 of the 1986 Code, not being treated as a private activity bond for this
purpose)] which will be issued by Lessee and by any aggregated issuer (an issuer and all
subordinate issuers being treated as a single issuer) during the current calendar year will not
exceed $10,000,000. The total amount of obligations designated by the issuer and all aggregated
issuers for the current calendar year does not exceed $10,000,000.
- 13 -
EXECUTED this 13th DAY OF October , 1992
ATTEST:
Title
LESSOR:
(SEAL) By:
Title
(SEAL)
AZ7EST:
Town Cl rk Title
LESSEE:
illiam D. James
By
Town Manager Title
-14-
EXFnIT A
Description of Equipment
Quantity Item Serial Number
A-1
'EP 29 192 07:31 1 303 945 3301 - P.1
There's ~ Good 1XIat tltiF~peni^st :1c
CHEVROLET
OLDSMCBILE Amul -
a1mAF=-
*********+*~*******t****~~***** FAX COVER SHEET ****;~k~*~*******~*~~**x***~*x~.,
DATE-•,2 2-
FOR
/~P
FROM
~~'i~ O"a
JOHN HAINES INC.
2718 GLEN AVE.
GLENWOOD SPRINGS, CO. 81601
PHONE 303-945-7444
FAX 303-945-8301
TIME
NUMBER OF SHEETS INCLUDING
COVER SHEET
2-
REGARDING ICe •t
r
REPLY REQUESTED
YES NO
.:tr -:C b (:.3;:~ 1 ~WJ 'J45 dJ: 01
1993 CHEVROLET - 3/4 TON SUBURBAN 4X 4
r.~
##al•#*##dF•~#iY16iEiF#####;f•#•IF{iM•iir#•riiii!•#16~E#76~FyF##iM•MiF•MiF#ii####iF#~iFiF9F•V•1Fitdiii##1E#iF###if•iFdF•N•N•µM!!
MODEL
& FACTORY OPTIONS
M S R P
CK209
06 3/4 TON SUBURBAN 4 X 4
$22,484.00
AS3
CENTER & REAR SEAT
11095.00
C36
REAR HEATER
205.00
C49
REAR WINDOW DEFOGGER
154.00
C6O
AIR CONDITIONING -FRONT
845.00
F60
SPRINGS; FRONT, HEAVY-DUTY
63.00
GQ1
410 AXLE
N/C
L05
5.7 LITER (350 CU. IN.) E.F.I. V8
N/C
MXO
AUTOMATIC TRANSMISSION
N/C
NA6
HIGH ALTITUDE EMISSIONS
N/C
NZZ
SKID PLATE PACKAGE
225.00
QIW
ON-OFF ROAD STEEL BELT RADIAL TIRES
55.40
UM7
AM I FM /STEREO
170.00
U16
TACHOMETER
59.00
V02
H.D. RADIATOR & TRANS. OIL COOLER
63.00
ZW9
REAR PANEL DOORS
N/C
ZY1
SOLID PAINT
N/C
Z82
TRAILERING SPECIAL EQUIPMENT
273.00
1SA
PREFERRED EQUIP. GROUP N1A1
N/C
TOTAL MODEL AND OPTIONS $25,691.40
DESTINATION CHARGE 640.00
TOTAL $26,331.40
YOUR SELLING PRICE WITH CURRENT FLEET INCENTIVES =_2(),943.02
State price incentives have not been released yet. If there is a enhanced
program in effect at time of delivery we will pass that along.
Last year demand was in excess of supply by a wide margin. I would encourage
you to enter your order as soon as possible, in order to obtain the maximun
availability and build schedule.
5tr Gb " Ja' IU; DJ 1 3lJJ 74m =W1
MODELS PASSENGERS
Suburban (CC20906) 3
Suburban (CK20906) 3
DIMENSIONS
Wheelbase (inches) 131.5
Length (overalMnches)
. 218.9
width (overalMnches)
73.6
Payload
C20906 5.7L V8
3511
K20906 5.7L V8
3101
GVWR
8600
Fuel Tank Capacity
42 Gal.
POWER TEAMS
STANDARD ENGWE
RPO LOS 5.7 Liter H.D. V8 Engine with Electronic Fuel.
Infection (EFI)
STANDARD TRANSMISSION
APO MXO 4-Speed Automatic w/Overdrive,H.D.
STANDARD REAR AXLE RATIO
C20906 3.73
K20906 4.10
C/K 2500 SUBURBAN
REFER WEEKLY sTOPS/LATEST UPDATE
STANDARD EQUIPMENT SUMMARY
EXTERIOR
Brakes: 4-wheel anti-lock
Bumper: Front and rear chromed bumpers with black rub
strip and rear step pad
Ooom. Rear Panel
Grille: Molded plastic grille and front lamp bezels painted
light and dark argent
Headlamps: Single rectangular halogen
Mirrors: Black RH and LH below-eye-line. 9.0' x 6.5'
Spare TireiWheel: Full size spare tire and wheel. Spare
tire carrier is mounted inside vehicle behind LR
wheelhouse
Tow Hooks: Two front tow hooks on 4-wheel drive
models
Wheels: Four argent painted steel wheels
Wheel Flares: K20906 models
Wheel Trim: Slack hub caps
Windshield Wipers: Intermittent
INTERIOR
Armrest: RH and LH padded integral door armrests
Cigarette lighter with ashtray light
Cup holders: Under dash without bucket seats
Dome Lamp: Two dome lamps with front door actuated
switches
Floor Covering: Embossed full two-piece black vinyl
moided mat
Gages: Including speedometer, odometer, fuel level,
voltmeter, oil pressure, engine temperature and trip
odometer
Glass: Tinted, Solar-Ray, all windows
Headlamp warning buzzer
Headliner. l=ull length, color-keyed, cloth headliner with
matching retainer moldings and three assist handles
(RF, LR, RR)
Heater: Heavy duty deluxe heater
Horn: Dual note
Jack: Tools include mechanical jack and wheel wrench
stowed inside vehicle over LR wheelhouse
Lift Glass Release (w/E55 Tailgate Only)
Mirror. 10' rearview mirror
Radio: Electronically tuned AM radio with fixed mast
antenna
Scotchgard", Fabric Protector on cloth trim and door
panels
Seats: Front 3-passenger full bench seat with custom
vinyl trim.
Sunshades: Color-keyed RH and LH padded sunshades
Steering Wheel: 4-spoke steering wheel
REVISED: 06-31-92 1993 ORDER GUIDE C/K SUBURBAN
Page 7
No" Shum Ate Ma-"=uws Sugpww Retail Pnm (MBRP) At The Ting Of PuglleVWn. Them Paces Ate To 8e Usad 0nly As An Aid To Invdntdry MattaPentent Since MSRP
Plgwas Change Patiodka vy. The Vehicle WIN Sehe" a The Off" Ptlang Documentation CI Chevrolet Motof Gvision And Shdutd 8e ULao In oiseussteg Veftw a Piicas With
Potetnlat 8uyero. The Mote Pica q in The Otdet Quota mKwla The Ommavon Fteprt Chygos.
JLr" C-O 7G 1'u•.iJ IDVID 741? 01D✓J1
r.4
C/K 2500 SUBURBAN
REFER WEEKLY STOPS/LATEST UPDATE
MODEL AND BODY
Description Model No. Body
20e24.60 2-Wheal Drive Model 0020906 ZW9
Description Model No. Body
29124.eo 4-Wheel Drive model CK20906 ZW9
EMISSIONS (Must Order One)
NA5 Standard Emission Equipment
YF3 California Emission Requirements
POWER TEAMS (Must Order Engine, Transmission and Rear Axle)
(Consult GVWR Selector for Minimum Equlpment Required)
ENGINE TRANSMISSION
AXLES
a"R
AUTO
3-73
4,10
WINAS STANDARD EMISSIONS OR YF5 CALIFORNIA EMISSIONS EQUIPMENT
8
02090
LOS V8 5.7 Uter N.D.
(350 Cu In) EFI MX0
Gal
GT5
8800
L19 V8 7.4 Liter
(45A Cu In) EFI re)(O(a)
Gal
GT5
8800
K20M
L05 V8 5.7 Liter H.O.
(aso Cu In) EFI Iwto
-
=1
85cc
L19 V8 7.4 Liter
(454 Cu In) EFI wo(a)
Gal
GT5
6800
' (a) Reg6 V02 Coding & KC4 Eng CO Cooler
GVWR SELECTOR
Minimum Equipment Required For GVW Rating
GVW
Rating (a) GAWK (Ibs)
(Ibs) Front Rear
C2a806
8600 3600 6000 None
K20905
8600 3750 6000 Norte
(a) GAWR's shown are the maximum for each axle with equipment listed. Other GAWR's are available
and they are determined as the minimum capacity of either axis, springs or tires.
CAPACITIES
Cxo9oa
SPRINGS! AXLES:
K20M
SPRINGS: AXLES:
Front Front
3600 one 3800 Base
Rear Rear
6000 Use 6000 Base
Front Front
3750 mass 4250 Brio
4250 *060
Aear Rey
6000 use 6000 Base
REVISED: 08.31-92 1993 ORDER GUIDE C!K SUBURBAN
Page 9
Prime Shown Am Manulazurer's Suggested Retail Prices (MSAP) At The Time Of Publication. These Prices Are To 2a t,sed OMy As An Ata To invenrory Mana6ar4m &nte MSAP
F;gwas Change Per*wcalN. The VentCo ?rice Scradule is The Oft:W Pr4ing Oocuntentawn Or Chevratet motor 1w-won Ana Should 8a used ;n Oiecussing VeMcle Pncas Witt
Perentul euyen. The Model RMUS Shawn in The Order Guide include The 0eaonatron Freight Charges.
btrr _~b 117: '_~4 1 .~U3 'j4t,
H.5
C/K 2500 SUBURBAN
REFER WEEKLY STOPS/LATEST UPDATE
CUSTOM ORDERING OPTIONS
PLEASE REVIEW OPTION RESTRICTIONS BEFORE ORDERING
bra.
w/YEp
071114
AIR CONDITIONING:
2.3
Coo
Front (Inc: wrC89 Front and Rear Alt ConoWning)
N.C.
wrPEG N2A2 or N2A3 or Ca9
845.00
w/P£G N2A1
C89
From anc Pear with Duel Controls (I11C3 CM Front Air COnd)
450.00
NiPEG N2A2 or N2A3
1295.00
wrPEG N2A t
191.00
V22
APPEARANCE PACKAGE: Inds C,)MMe Gtllle, Composite Halogen Headlamps and Dual HOmS:
(Rocs Cneyenne Deoor)
AXLES, REAR; (Rater Power Teams Chan for Availability)
N.C.
Gal
ease
4x.00
Optional
252.00
Gs0
Locking Ditterentlal
Boot' CODE:
N.C.
12,3
ZW9
Panel Doors
198.00
ESS
Tailgate (Lift Glass with Drop Gate and Power Release)
128.00
V64
CARRIER: Luggage Carrier, Root, Panted SUM
33.00
V:0
COLD CLIMATE PACKAGE: (Inds Eng 810* Neater).
CONVENIENCE GROUP-
N.C.
2,3
Z02
Power Door Lodts (InCIIIAIng Panel Ooors) and Wlndows for Side Doors (Reas SIN@rad0 Oeocr)
2,3
Z02
Comtortilt Steering Wheel and Electronic Speed Cdntrcl
N.C.
wrPEG N2A2 or N2A3
38340
wrPEG N2A1
COOLING SYSTEM:
KC4
Engine al (Rags V02 Cooling) (Ina WZ82 T.rallering)
N.C.
w/Z62 or L19
136.00
*LOS w/o Z82
V02
Heavy Duty Radiator and Tranemission Oil Cooler (Imej w/Z32 Trailering)(Regs KC4 Eng Oil Cooler)
N.C.
'.V/Z32 and LOS
63.00
wrLCS or L19 w/o Z82
DECOR: (Rater Cadr/Trim Charts forAvailaoility; Standeta Features Page for Package Content)
N.C.
1
-
Cheyenne (NIA wrPEG NZA2 or N2AS)
WA.
2,3
Y£3
Silvorado (WA wrPEGN2At)
EMISSIONS:
N.C.
NAS
Feceral Emission EgUIMMAt
N.C.
YFS
California Emission Reaulrements
ENGINES: (Refer Power Teams Chart)
N.C,
1-05
5.7 Liter (3SO Cu In) VS EFI. Heavy Duty
WS.oO
L19
7.4 Liter (454 Cu In) V8 EFI
305.00
AJ1
GLASS: Deep Tinted
205.00
C36
HEATER: Auxiliary, Rear Passenger
52.00
U01
LAMPS, ROOF MARKER; Five (NA YFS Calif EnuSslons)
N.C.
VK3
LICENSE PLATE BRACKET, Front
MIRROR, EXTERIOR:
3
046
Dual Electric Remote Control. Below-Eyo-Line, Painted (Regs Z02 Cori Group and Sllverado 0ecor)
N.C.
w/PEG N2A3
53.00
wrPEG N2A2
DF2
Camper Type, Stainless SIW (Rags PEG N2A1 or NZQ)
6.00
wrPEG N2A2
53.00
w/PEG N2A1
PAINT, EXTERIOR: (Refer CaoaTrlm Chm for Availability)
N.C.
ZY1
Said
180.00
ZY2
Conventional Two-Tone
290.00
ZY4
Deluxe Two-Tone
N.C.
ROT
PRICED ORDER ACKNOWLEDGEMENT
RADIO EOUIPMENT; (Inds Fixed Mast Antenna) (Elemortic" Tuned AM Raab Std witheyenne Decor)
UM 7
E!eoVonioally Tuned AWFM Stereo Radio w/Seek-Seen and Digital Clock (Ind w/Silverado Decor)
N.C.
wiPEG NZA2
170.00
wrPEG N2A1
3
ums
E!ecJonigpy Tuned AWFM Stereo Radio w/Seex-Scan, Stereo Cassette Tape and Digital CtocX
N.C.
wrPEG N2A3
122.00
wrPEG N2A2
292.00
w/PEG N2A1
UX 1
E:ecvonicauy Tuned AM SteteorFM Stereo Radld w/Seex-Scan, Stereo Cassene Tape wrSearcn and Repeat,
Graphic Equail2er and Olgitet C;=
150.00
wrPEG N2A3
272.00
wrPEG N2A2
442.00
wrPEG N2A1
(-117.00)
ULS
Radio Oalete (Avail w/PEG N2At OnW
85.00
Uaa
SPeaxers: Prem:um Speaker System (Reps YES Sllveraco, Z02 Corn Group and UX1 Radio)
REVISED: 08-31-92 1993 ORDER GUIDE QK SUBURBAN
Page 11
Prices Shown Ate M"zicturses Suggested Rouail Prays (MSRP) At Tho Time Of Pyok;aion. These Prices Are To 9a Used Onry As An Aid TO Inventory Management Since MSRP
'i9 was Change Porwolca:.y. The Venice Price Scneauiy .s 'fne Cthcia+ Pricing Cocimemalgn Of Cttwrobt 61owc Oivhion Ana Shouto Be usoo in O:seu9ei49 Ventcte Pnoec wan
Porenttal auyera The Made1 Prices Shown in The OrCar aj:Ca inCwee Tne Cestinacon Preigm Charges.
SEP 25 '92 10:54 1 303 4S 9301
C/K 2500 SU&ARBAN
REFER WEEKLY STOPS/LATEST UPDATE
CUSTOM ORDERING OPTIONS
PLEASE REVIEW OPTION RESTRICTIONS BEFORE ORDERING
INCL
WIK60 OPnO14
REAR WINDOW EQUIPMENT:
C49
Defogger: Rear window etectllc ;Aegs ZW9 Body)
N.C.
w/ZPG
I S4.00
w!0 ZP6
ZP9
W oeuwasner System 'rnm Defogger (Begs E55 Tailgate) (Inch C25 Y W/Wastar System and
C49 Oeragger)
154.00
wIPEG N2A3
279.00
w)PEG N2A1 at N2A2
N
C
3 C25
WYper/Wasner System witnout Coto%& (Rags ESS Tailgate) (tnd w/ZPS WiperAvasner System)
.
.
wIPEG N2A3 or ZP5
125.00
wIPEG N2AI or NZA2 w/0 ZPS
240.00
AG9
SEAT: POVYer Drivers Seat (Begs Spit Banch or Bucket Sesq
SEATING: (Must Specify One)
ATS
Canter, Fading (Ind w/AS3 Center and Rear Saes and wlSoverad0 Decor) (Inds Shoulder Sell System)
;Ina w/silverado Dew
N.C.
wIPEG N2A2 or N2A3 or AS3
585.00
wIPEG N2A1
526
00
AS3
Canter and Rear (Inds ATS Center Folding Seat and Snoulcer Belt System)
.
wIPEG NZA2 or N2A3
1095.00
wIPEG Nul
N.C.
YG4
Cononal Center arid(or AM Seat Not Desired (NIA SINetWo Decor)
SEAT TRIM! ;Refer Trim Chart for Availaomly)
N.C.
V••1
Vinyl Bencn Seats
L"I
Custom Cloth Reclining Bend Seat
N.C.
w/ATS
52.00
vuAS3
L-3
Custom Cloth Split 8"Ch Seat
174.00
mATS
26.00
'N/AS3
L"S
Custom Glom Reclining High Back Suacet Seats
5+40.00
w/ATS
592.00
vAS3
225.00
NZZ
SKID PLATE PACKAGE: (K2500 Only) (►nds Fuel Tank Shield)
(-283-00)
6Y4
SPARE TIRE/WMEEL DELETE (Deletes Spare Tire and Wheel Only)
63.00
F6o
SPRINGS: Front, Heavy -Duty (K2500 Only)
59.00
U18
TACHOMETER
TIRES: Tuwes9 (8W - Bladtwai) (Front. Rear and Spare)
N.C.
OIZ
LT24517SR16E All Seasons Steel 8eited Radial Ply SW
55.40
QW`
LT245I75R16E On-Off Road Sleet 80ted Radial Ply 8W (K2500 Only)
38.00
V76
TOW HOOKS (Std K2S00)
Z82
TRAILERING SPECIAL EQUIPMENT. Heavy-Duty (w/1-05 Rags 4.10 Axle) (lnata PtWorm Hitch,
Wiring Hamess and Trans 01 Cooler) *L05 tnas V02 and KC4 COoling)
273.00
w/L 19
408.00
w/L05
L1XO
TRANSMISSION:4-Speed Autamaucw/Overanve. Heavy Duty (Refer Po"r Teams Chart for Availability)
Pea
WHEEL TRIM: Rally
18.00
wIPEG N2A2 or NZA3
90.00
w/PEG N2A1
C/K SUBURBAN 1993 ORDER GUIDE REVIS
Page 12 ED: 08.31.92
Pnoee Shown Are Manuteatwors suy`yestea Asti l Prroy I!ASAP) At The Time Of PI:CIiCaW. These Prloee Are To 8e Used OnlY AS An Ale To Inventory Management Sbtae MSFP
Figures Change Perneiemf. Tne venlae Pr!Ce Schooule is Tna Cttieial Prking 0aaumenuumn Of Chevrolet Mew Division And Should 8e UAW In Discussing Ventele Pnaee With
Potemlel Buyers. The M0691 Pites Shown in ilha Order Gu.ao In6IWe The Oosananon Peeignt Chingos.
FAX 6175472846 LONGS DRUGS =231
Sherwood Company
4960 Splitrail Drive
Colomdo Springs, CO 80917
(719) 596-6232
Date:
To:
voAJ n~-
FAXnumber:
303 -
~ ~4 S
- 9 / 3,5
Voice number:
_ 30 3 -
5 y 9,.-
4 y.,q
Number of pages, including cover sheet: 3
From : G ~r L,,)v ao
Voice 4-.2 3
POI
F.U 6175472846 LONGS DRUGS =231 P02
Sherwood Company
4960 Splirrail Drive
Colorado Springs, CO 80917
(719) 5S"232
Avon Fire Department
Charles Moore, Chief
Chief,
9/26/92
The following is a proposal for additional workstations and
remote connection capability to your network. The following
equipment is included in this proposal:
Two 386-33 SX workstations with 4 Meg memory, 1.2 floppy
drives, VGA color monitors, reconditioned Arcnet network cards (to
match existing), parallel and serial ports. 101 key keyboards
Three 386-33 SX computers with 4 Meg memory, 80 Meg hard
drives, 1.2 meg floppy drives, VGA color monitors, parallel and
serial ports, 9600 baud internal modems, 101 key keyboards
Three 386-33 SX communication servers with 2 Meg memory,
internal 9600 baud modems, reconditioned Arcnet network cards
F' V' -f ; =
Three NEC 3200 printers with parallel printer onbles
One - 350 watt UPS with automatic shutdown software
- Required RG-62 network cable and connectors for HQ
- Three copies of MSDOs 5.0
- one copy of PCAnywhere communication software
INSTALLATION:
Installation includes delivery and setup of above mentioned
hardware and software.
FAX 6175472846 LONGS DRUGS =231 P03
All equipment is warranted for one year. This warranty is
based on in-house repair/ replacement. Out of town service for
warranty repair will be billed at the rate of $20/hr (minimum
$100). Phone support is provided at no charge.
Total system price is
Three dedicated phone lines at headquarters and one at each
remote station will be required at time of installation to operate
this system.
Thank you for the opportunity to offer this proposal. Please
call if you have any questions.
~ 'v G'''am
G. E. Wood
a C C E 0 3 3
y
August 25, 1992.
Beaver Creek - Avon Transit
Attn : Mr. Greg Tracy
50 Promenade
Beaver Creek, CO 81620
METROTRANS OF COLORADO is pleased to quote you the following quality
built 1993 20 passenger Classic coach with a Ford E-350 chassis and to
include:
460V-8 E.F.I. Gas Engine with High Altitude Emmissions
4 Speed E.O.D. Automatic Transmission with Cooler
Power Steering, Power A.B.S. Brakes, Tilt Wheel
8-D Battery in Skirt Tray with 190 Amp Alternator.
Super Engine Cooling - Heavy Duty Service Package
Klam Electric Driveline Retarder With Hand Control
Michelin All SEason Radial Tires
Wide Angle Rear View Mirrors with Convex
Integral Steel Frame construction on 24" Centers
Tinted Large Side Windows with Venting
AM/FM Stereo with 4 Speakers
Zinc Chromated under-coating throughout
Electric Bi-fold Entrance Door - Full View
3/4" Sealed Plywood Subflooring - Rubber finish
Firestone Heavy Duty Rear Bumper
Dual Stepwell Lights - Courtesy lights
Numbered and Color-Coded Wiring - Machine Crimped
2" Thick Sidewall with 2" Insulation
Deluxe Executive Interior Package
Left & Right Side Entrance Grabrails
Front & Rear A/C - 54,000 BTU Output
Front & Rear Heater - 60,000 BTU Output
Midback Transit Style Seating with 15" aisle
Isringhausen Suspension Multiadjustable Drivers Seat
Left & Right Side Running Boards
2-Way Radio Prep
Painted White with B.C.T. Paint & Graphics Package
F.O.B. Griffin, GA .................$46,897.50
O'Dell Road * Griffin, Georgia 30223 * (404) 229-5995 * FAX (404) 229-4943
4~R0TRq A _
Dear Greg:
It was truly a pleasure talking with you! Enclosed please find a
quotation, literature, and technical data on the 1993 METROTRANS
Classic coach.
This durable unit has the highest quality manufacturing process in
the country and includes as standard a welded steel cage construction
on 24" maximum centers - floor, roof, sides, front and rear. All
steel utilized is thoroughly rust proofed and primed.
Our 2 year unlimited mileage bumper to bumper warranty is
unsurpassed in the industry.
If I may be of any further assistance or if additional information
is desired, please don't hesitate to call.
Sincerely Yours,
METROTRANS OF COLORADO
G~-M ;Tom Davey
Regional Sales Manager
S b q
S
1~ ~ ,
NIFTROTRANS * 255 O'Dell Road * Griffin, Georgia 30223 * (404) 229-5995 * FAX (404) 229-4943
August 25,.1992
Beaver Creek - Avon Transit
Attn : Mr. Greg Tracy
50 Promenade
Beaver Creek, CO 81620
METROTRANS OF COLORADO is pleased to quote you the following quality
built 1993 20 passenger Classic coach with a Ford E-350 chassis and to
include:
460V-8 E.F.I. Gas Engine with High Altitude Emmissions
4 Speed E.O.D. Automatic Transmission with Cooler
Power Steering, Power A.B.S. Brakes, Tilt Wheel
8-D Battery in Skirt Tray with 190 Amp Alternator
Super Engine Cooling - Heavy Duty Service Package
Klam Electric Driveline Retarder With Hand Control
Michelin All SEason Radial Tires
Wide Angle Rear View Mirrors with Convex
Integral Steel Frame construction on 24" Centers
Tinted Large Side Windows with Venting
AM/FM Stereo with 4 Speakers
Zinc Chromated under-coating throughout
Electric Bi-fold Entrance Door - Full View
3/4" Sealed Plywood Subflooring - Rubber finish
Firestone Heavy Duty Rear Bumper
Dual Stepwell Lights - Courtesy lights
Numbered and Color-Coded Wiring - Machine Crimped
2" Thick Sidewall with 2" Insulation
Deluxe Executive Interior Package
Left & Right Side Entrance Grabrails
Front & Rear A/C - 54,000 BTU Output
Front & Rear Heater - 60,000 BTU Output
Midback Transit Style Seating with 15" aisle
Isringhausen Suspension Multiadjustable Drivers Seat
Left & Right Side Running Boards
2-Way Radio Prep
Painted White with B.C.T. Paint & Graphics Package
F.O.B. Griffin, GA .................$46,897.50
255 O'Dell Road * Griffin, Georgia 30223 . (404) 229-5995 . FAX (404) 229-4943
G~~~TRA a
THE CLASSIC 22' COACH
STANDARD CHASSIS SPECIFICATIONS
E-350 Cutaway/Dual Rear-Wheels
Wide Trac Rear Axle
460 C.I.D. Fuel Injected V-8 Engine
11,500 # GVWR
Power Steering
Power Brakes
Air Conditioning
Dual Heavy Duty Batteries
130 Amp Alternator (minimum)
Front Stabilizer Bar
E40D Automatic Transmission
Front and Rear Heavy Duty Shocks
Splash Guards
High Capacity Super Cooling Package
Tinted Glass, All Windows
Chrome Front Bumper
Radial Tires (LT22575RX16D)
50-State Emission System
Driver Bucket Seat
Gauges (Oil, Temp, Volt)
Single 36-Gallon Fuel Tank
Tilt Wheel
Cruise Control
Dual Electric Horns
Bright Grill
Engine Oil Cooler
Transmission Oil Cooler
STANDARD CONVERSION FEATURES
Remountable Body
Welded Steel Roll Cage on 24" Centers
.063 Aluminum Exterior
Stainless Steel Bumper with Rubber
Dock Bumper
Jr. West Coast Mirrors w/Separate
Convex Mirrors
Two-Leaf Elec. Operated Entry Door
Driver Dome Light
30% Light Transmission Trimline
Windows (Opening)
Numbered/Color Coded Elec. System
Automatic Reset Circuit Breakers
Undercoating
Base White w/Choice of One Color
Stripe
3/4" Marine-Grade Plywood Floor
2" Fiberglass Insulation
Deluxe Executive Interior
Transportation-Grade Nylon Carpet
Ribbed Rubber Aisle
Standard Seating
40,000 BTU Rear Air Conditioning
130 A= Alternator
Tag and ICC Lighting
Choice of Luggage
Left/Right Hand Door Grab Rails
Dual Stepwell Lights
Backlighted Aircraft-Style Switch
Panel
Centrally Located Power Distribution
Panel
VEHICLE DIMENSIONS
Length Overall:
Width Overall:
Height Overall:
Interior Height:
Passenger Door Opening:
Step Height:
Wheel Base:
Rear Luggage Capacity:
264"
96"
110"
76"
30" x 87"
9"
158"
150 cu.ft. (if
applicable)
FO.22'COACH.DOC
METROTRANS CLASSIC Floor Plan Options
Plans can be developed to meet your requirements
Mertrotrans Corporation
77 7 Greenbelt Parkway
Griffin Georgia 30223
Phone: (7061 229-5995
Fax: (706) 229-4943
CLASSIC 20 STANDARD FOWARD FACING SEATING
CLASSIC 20 WITH REAR LUGGAGE
CLASSIC 20 WITH RESTROOM
CLASSIC 20 WITH REAR LUGGAGE & RESTROOM
CLASSIC 22 STANDARD FOWARD FACING SEATING
CLASSIC 22 WITH REAR LUGGAGE
CLASSIC 22 WITH RESTROOM
CLASSIC 22 WITH REAR LUGGAGE & RESTROOM
EXHIBIT B
ORDINANCE NO. 92-18
SERIES OF 1992
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, 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 22nd day of September, 1992, 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 13th day of October, 1992, at 7:30 p.m. in the
Municipal Building of the Town of Avon, Colorado.
ATTEST:
Patty Ne art, Tow Clerk
TOWN OF AVON, COL ADO
Jerr avis, Mayor
INTRODUCED, PASSED ON SECOND READING, APPROVED AND ORDERED POSTED
this 13t1day of October 1992.
ATTEST:
Patty Ney art76W n Clerk
Albert Reyno j s, Mayor Pro-Tem
APPROVED AS TO FORM:
To n Attorney
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
13TH DAY OF OCTOBER, 1992, AT THE TOWN HALL FOR THE PURPOSE
OF CONSIDERING THE ADOPTION OF ORDINANCE NO. 92-18, SERIES OF
1992:
AN ORDINANCE AUTHORIZING EXECUTION OF CERTAIN EQUIPMENT LEASE
AGREEMENT
A copy of said Ordinance is attached hereto, and is also on
file at the office of the Town Clerk, and may be inspected
during regular business hours.
Following this hearing the Council may consider final passage
of this Ordinance.
This notice is given and posted by order of the Town Council
of the Town of Avon, Colorado.
Dated this 23rd day of September, 1992.
TOWN OF AVON, COLORADO
BY•
Patty Ney art
Town Cler
POSTED AT THE FOLLOWING PUBLIC PLACES WITHIN THE TOWN OF AVON
ON SEPTEMBER 23, 1992:
AVON POST OFFICE IN THE MAIN LOBBY
CITY MARKET IN THE MAIN LOBBY
COASTAL MART, INC.; AND
AVON MUNICIPAL BUILDING IN THE MAIN LOBBY
EDIT C
PAYMENT SCHEDULE
Lessee: Town of Avon, Colorado
400 Benchmark Road
Avon, CO 81620
Date of Lease: October 15, 1992
Date of Closing: October 28, 1992
Principal Amount Due: $136,795.00
The Lease Payment Schedule attached hereto is an integral part of this Exhibit C.
I ' Ails of Lessee
Signatory
C-1
(1) Interest has been computed at the rate of 6.00 % per annum. Interest shall accrue from
the Commencement Date.
(2) Rental payments shall be due on the 15th of each month, commencing Janes 15. 1993.
The following payments shall be due on the 15th day of each succeeding month, and shall
be in an amount equal to the sum of the Payment Amount Attributable to Principal and
the Payment Amount Attributable to Interest for the applicable month.
(3) The Option Purchase Price, on any given date of calculation, is equal to the Principal
Outstanding on the Rental Payment Date immediately preceding the date of calculation
(unless such calculation date is a Rental Payment Date, in which case, the Principal
Outstanding as of such date) plus accrued interest from such Rental Payment Date at the
rate set forth in (1) above.
nitials of Lessee
Signatory
C-2
Town of Avon
104/92
Lease Payment Schedule-Exhibit C (1)
Imputed Interest Ra
te
6,00/,
Number of Payments
48
Payment
Payment
Amount
Amount
Balance
Rental
Attributable
Attributable
(Option
Payment
to
to
Total
Purchase
Date
Period
Principal
Interest
Payment(1)
Price)
-
Accrued Interest (Payable on 1/15
/93)
1,101.86
136,795.00
1 / 15 / 93
1
2,528.66
683.98
3,212.63
134,266.34
2 / 15 / 93
2
2,541.30
671.33
3,212.63
131,725.04
3 / 15 / 93
3
2,554.01
658.63
3,212.63
129,171.03
4 / 15 / 93
4
2,566.78
645.86
3,212.63
126,604.25
5 / 15 / 93
5
2,579.61
633.02
3,212.63
124,024.64
6 / 15 / 93
6
2,592.51
620.12
3,212.63
121,432.12
7 / 15 / 93
7
2,605.47
607.16
3,212.63
118,826.65
8 / 15 / 93
8
2,618.50
594.13
3,212.63
116,208.15
9 / 15 / 93
9
2,631.59
581.04
3,212.63
113,576.56
10 / 15 / 93
10
2,644.75
567.88
3,212.63
110,931.80
11 / 15 / 93
11
2,657.98
554.66
3,212.63
108,273.83
12 / 15 / 93
12
2,671.27
541.37
3,212.63
105,602.56
1 / 15 / 94
13
2,684.62
528.01
3,212.63
102,917.94
2 / 15 / 94
14
2,698.04
514.59
3,212.63
100,219.90
3 / 15 / 94
15
2,711.54
501.10
3,212.63
97,508.36
4 / 15 / 94
16
2,725.09
487.54
3,212.63
94,783.27
5 / 15 / 94
17
2,738.72
473.92
3,212.63
92,044.55
6 / 15 / 94
18
2,752.41
460.22
3,212.63
89,292.14
7 / 15 / 94
19
2,766.17
446.46
3,212.63
86,525.96
8 / 15 / 94
20
2,780.00
432.63
3,212.63
83,745.96
9 / 15 / 94
21
2,793.90
418.73
3,212.63
80,952.05
10 / 15 / 94
22
2,807.87
404.76
3,212.63
78,144.18
11 / 15 / 94
23
2,821.91
390.72
3,212.63
75,322.27
12 / 15 / 94
24
2,836.02
376.61
3,212.63
72,486.24
1 / 15 / 95
25
2,850.20
362.43
3,212.63
69,636.04
2 / 15 / 95
26
2,864.45
348.18
3,212.63
66,771.59
3 / 15 / 95
27
2,878.78
333.86
3,212.63
63,892.81
4 / 15 / 95
28
2,893.17
319.46
3,212.63
60,999.64
5 / 15 / 95
29
2,907.64
305.00
3,212.63
58,092.00
6 / 15 / 95
30
2,922.17
290.46
3,212.63
55,169.83
7 / 15 / 95
31
2,936.79
275.85
3,212.63
52,233.04
8 / 15 / 95
32
2,951.47
261.17
3,212.63
49,281.57
9 / 15 / 95
33
2,966.23
246.41
3,212.63
46,315.35
10 / 15 / 95
34
2,981.06
231.58
3,212.63
43,334.29
11 / 15 / 95
35
21995.96
216.67
3,212.63
40,338.33
12 / 15 / 95
36
31010.94
201.69
3,212.63
37,327.38
1 / 15 / 96
37
3,026.00
186.64
3,212.63
34,301.38
2 / 15 / 96
38
3,041.13
171.51
3,212.63
31,260.26
3 / 15 / 96
39
3,056.33
156.30
3,212.63
28,203.92
4 / 15 / 96
40
3,071.61
141.02
3,212.63
25,132.31
5 / 15 / 96
41
3,086.97
125.66
3,212.63
22,045.34
6 / 15 / 96
42
3,102.41
110.23
3,212.63
18,942.93
7 / 15 / 96
43
3,117.92
94.71
3,212.63
15,825.01
8 / 15 / 96
44
3,133.51
79.13
3,212.63
12,691.50
9 / 15 / 96
45
3,149.18
63.46
3,212.63
9,542.32
10 / 15 / 96
46
3,164.92
47.71
3,212.63
6,377.40
11 / 15 / 96
47
3,180.75
31.89
3,212.63
3,196.65
12 / 15 / 96
48
3,196.65
15.98
3,212.63
0.00
Total 136,795.00 17,411.46 155,308.31
Note:
(1) Includes accrued interest from 10/28/92 to 12/15/92 (49 days)
at 6% payable on 1/15/93. The 1/15/93 payment also includes 1
month's payment from 12/15/92 to 1/15/93.
LAW OFFICES
DUNN, ABPLANALP & CHRISTENSEN, P.C.
A PROFESSIONAL CORPORATION
JOHN W. DUNN
VAIL NATIONAL BANK BUILDING
ARTHUR A. ABPLANALP, JR.
SUITE 300
ALLEN C. CHRISTENSEN
LAWRENCE P. HARTLAUB
108 SOUTH FRONTAGE ROAD WEST
DIANE L. HERMAN
VAIL, COLORADO 81657
SPECIAL COUNSEL:
JERRY W. HANNAH
October 20, 1992
Coughlin & Company, Inc.
621 17th Street, Suite 1900
Denver, Colorado 80202
Gentlemen:
TELEPHONE:
(303) 476-7552
TELECOPIER:
(303) 476.4765
As counsel for Town of Avon, I have examined duly
executed originals of Equipment Lease Agreement (the "Lease")
dated October 15, 1992, between Town of Avon, 400 Benchmark Road,
Avon, CO 81620 ("Lessee") and Municipal Lease Trust, Series
1992-1, c/o Corporate Trust Department, Zions First National
Bank, 1 South Main, 3rd Floor, Salt Lake City, Utah 84110
("Lessor"), and the proceedings taken by Lessee to authorize and
execute the Lease. Based upon such examination 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 Lease has been duly authorized, executed and
delivered by Lessee.
3. The Lease is a legal, valid and binding obligation
of Lessee, enforceable in accordance with its
terms except as limited by the state and federal
laws affecting remedies and by bankruptcy,
reorganization or other laws of general
application affecting the enforcement of
creditor's rights generally.
Yours very truly,
DUNN, A/B~PLANALP
tJonW'. Dunn
& CHRISTENSEN,P.C.
EXHIBIT E
No ARBITRAGE CERTIFICATE
This Certificate is issued in connection with the Equipment Lease/Purchase Agreement
dated as of October 15, 1992, by and between the Town of Avon, Avon, CO, a political
subdivision of and duly created and existing under the laws of the State of Colorado (the
"Lessee") and Municipal Lease Trust, Series 1992-1, with its principal office, domicile and post
office address located in Salt Lake City, Utah, (the "Lessor").
1. General
1.1 This Certificate is executed for the purpose of establishing the reasonable
expectations of Lessee as to future events regarding the financing of certain
equipment by Lessee as described in the Equipment Lease/Purchase Agreement
dated as of October 15, 1992, between Lessor and Lessee and all related
documents executed pursuant thereto (the "Financing Documents").
1.2 The individual executing this Certificate on behalf of Lessee is an officer of
Lessee delegated with the responsibility of reviewing and executing the Financing
Documents.
1.3 To the best of the undersigned's knowledge, information and belief, the
expectations contained in this Certificate are reasonable.
1.4 Lessee has not been notified of any listing or proposed listing of it by the Internal
Revenue Service as an issue whose certifications as to arbitrage may not be relied
upon.
2. Purpose of the Financing Documents
The Financing Documents are being entered into for the purpose of providing certain
funds for financing the cost of acquiring, equipping and installing certain equipment
which is essential to the governmental functions of Lessee (the "Equipment"), which
Equipment is or is to be more specifically described in one or more Certificates executed
pursuant to the Equipment Lease/Purchase Agreement. Such funds will be deposited in
escrow by Lessor pending acquisition of the Equipment. Such funds shall not be used
directly, or indirectly to replace funds used by Lessee to acquire investments which
produce a yield materially higher than the yield to Lessor under the Financing
Documents.
3. Source and Disbursement of Funds
As indicated by Lessor, the amount realized by the sale of the Financing Documents is
$0, of which amount $0 shall be applied to the payment of issuance costs, and $0 shall
be applied to the purchase price of the Equipment. The total purchase price of the
Equipment is expected to be $0, of which $0 will be deposited by Lessor in an escrow
E-1
fund that will be used to make purchase price payments to the vendor(s) or
manufacturer(s) of the Equipment, and the remainder (if any) provided by Lessee. Such
funds are expected to be needed and fully expended for payment of the costs of acquiring,
equipping and installing the Equipment.
4.
5.
Temporary Period/Rebate
4.1 The Equipment will be delivered at various times through 0. It is anticipated that
all Equipment will be delivered and accepted, and all funds provided by Lessor
including investment income expended, prior to March 1, 1993. In the event such
funds are not so expended, Lessee covenants to comply with all arbitrage rebate
requirements under the Internal Revenue Code of 1986, as amended.
4.2 The total purchase price of the Equipment is not required to be paid to the
vendor(s) or manufacturer(s) thereof until the Equipment has been accepted by
Lessee.
Escrow Account
The Financing Documents provide that the $0 to be deposited with an escrow agent is
anticipated to be used for acquisition of the Equipment. Further, it is anticipated that
these monies shall be invested until payments to the vendor(s) or manufacturer(s) of the
Equipment are due. Lessee will ensure that such investment will not result in Lessee's
obligations under the Financing Documents being treated as an "arbitrage bond" or a
"federally guaranteed bond" within the meaning of Section 148(a) or Section 149(b) of
the Internal Revenue Code of 1986, as amended, respectively. Any monies which are
earned from the investment of these funds shall be labeled as interest earned. All such
monies will be disbursed on or promptly after the date that Lessee accepts the Equipment.
Date: October 15, 1992
Town of Avon
By:
TOWN GER Title
E-2
EXHIBIT F
DELIVERY AND ACCEPTANCE CERTIFICATE
RE: Equipment Lease Purchase Agreement (the "Lease") Dated October 15, 1992
Lessee: Town of Avon, Colorado
Lessor: Municipal Lease Trust, Series 1992-1
While not all of the property described in the above Lease has been delivered to us, we
hereby request funding for the Lease so that partial payments can be made to the Property
vendor(s) and Property deliveries and/or installations completed. We hereby accept the Property
pursuant to the Lease, agree to have the Lease commence and acknowledge that all the terms of
the Lease notwithstanding, if the funding proceeds, and proceeds of such funding are not
completely disbursed by March 1, 1993, a date within six-months of the execution of the Lease,
the Lease may become subject to the investment and rebate provisions of the IRS Code Section
148 and we will comply with all reporting and, if applicable, rebate requirements thereto.
LESSEE: Town of Avon, Co rado
By:
F-1
ESCROW AGREEMENT
THIS ESCROW AGREEMENT, dated as of October 13, 1992 by and between the Town
of Avon, Colorado, a political subdivision of and duly created and existing under the laws of
the State of Colorado, (the "Lessee"), and Municipal Lease Trust, Series 1992-1, (the
"Lessor").
WHEREAS, the Lessee and Lessor have entered into an Equipment Lease Agreement
dated as of October 15, 1992 (the "Lease"). The Lease provides for the lease by the Lessor to
the Lessee of certain property described in the Lease (the "Property); and
WHEREAS, the Lessor will provide in advance of the acquisition of the Property, the sum
of $0, to be available in one or more periodic draws for the payment of the acquisition of such
Property; and
WHEREAS, the Ordinance of Lessee authorizing the execution and delivery of the Lease
(the "Ordinance") may be subject to referendum in accordance with the Home Rule Charter of
the Lessee; and
WHEREAS, the Lessor and the Lessee now desire to provide for the safekeeping and
investment of such monies advanced by the Lessor pending disbursement for acquisition of the
Property and for the procedures in disbursing such monies for the acquisition of the Property;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein
set forth, the parties hereto agree as follows:
1. The Escrow Agent hereby acknowledges receipt of true and correct copies of the
Lease and reference herein to or citation herein of any provision of said documents shall be
deemed to incorporate the same as a part hereof in the same manner and with the same effect
as if they were fully set forth herein.
2. There is hereby created and established with the Lessor an irrevocable escrow fund
designated the Avon Lease Fund (the "Escrow Fund") to be held in the custody of the Lessor
separate and apart from other funds of the Lessor or the Lessee.
3. The Lessor hereby deposits into the Escrow Fund the sum of $0, representing the
principal amount of the obligation of the Lessee under the Lease.
4. Any monies held in the Escrow Fund shall be promptly invested and reinvested by
the Lessor, subject to Lessee's approval, in any security or deposit account authorized by law,
including but not limited to, the Public Deposit Protection Act. No investment shall be made
in a security maturity later than the date on which the Lessee reasonably anticipates needing such
funds for the payment of the costs of the Property. The Lessee shall notify the Lessor as to the
dates on which funds are needed for disbursement and the estimated amount of each such
disbursement and the Lessor may rely upon this information in connection with all investment
or reinvestment of funds.
All interest earnings from such investment shall be held in the Escrow Fund until remitted
to the Lessee.
5. The Lessor shall disburse funds from the Escrow Fund upon receipt of a written
request from the Lessee, in substantially the form attached hereto as Exhibit "A" approved by
the Lessor, setting forth the following: (1) the amount to be disbursed, (2) the address to which
such funds are to be forwarded, (3) a brief description of the purpose of the payment, (4) a
statement that the amounts being paid pursuant to that disbursement were not subject to a
previous draw, and (5) a statement that the Ordinance is not subject to referendum. The request
shall contain as attachments the following: (1) bill, receipts, invoices, or other documents
acceptable to the Lessor evidencing the amount and purposes for which the disbursement is
requested and (2) a certificate of the Lessee to the effect that the amounts requested to be
disbursed were properly incurred in connection with the acquisition of the Property and were not
the subject of any previous request for disbursement. The Lessee agrees to submit to the Lessor
the above-mentioned attachments in form and substance satisfactory to the Lessor and such other
documents and certificates as the Lessor may reasonably request to evidence the proper
expenditure of the monies in the Escrow Fund for the purposes of acquiring the Property. The
Lessor has no duty to ascertain the correctness of any documents submitted in connection with
any direction to disburse funds.
6. Subject to the requirements specified in Paragraph 5 of this Escrow Agreement,
upon request of Lessee, the Lessor shall pay to the Lessee any balance on deposit in the Escrow
Fund.
7. In the event that an Event of Default occurs under the Lease or a petition for
referendum of the Ordinance is timely filed with the Lessee, the Lessor shall forthwith disburse
all monies on deposit in the Escrow Fund to the Lessor. The Lessee agrees that in the event
such transfer to the Lessor is to be made, it shall pay immediately and directly to the Lessor an
amount equal to (a) the Aggregate of all disbursements, if any, previously made under the
Agreement, (b) interest on $0 from the date that such amount was deposited pursuant to this
Agreement until the date of payment by the Lessee at the rate of per annum and (c) all
expenses, legal fees and other costs incurred by the lessor in connection with the establishment
and enforcement of the escrow established pursuant to this Agreement and in connection with the
Lease.
8. This Agreement may be modified or amended only with the written consent of all
parties hereto.
9. In the event of the Lessor's failure to account for any of the funds received by it,
said funds shall be and remain the property of the Lessee in trust for the purposes set forth in
this Agreement, and if for any reason such funds shall be impressed with a trust for the amount
thereof, the Lessee shall be entitled to a preferred claim upon such assets until such identification
is made.
10. This Agreement shall terminate on the earlier of April 1, 1993, or when all
transfers required to be made with respect to the Escrow Fund by the Lessor under the provisions
hereof shall have been made. It may be extended with the written consent of all parties hereto.
11. If any one or more of the covenants or agreements provided in this Agreement on
the part of the Lessor or the Lessee, to be performed shall be determined by the court of
competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and
construed to be severable from the remaining covenants and agreements herein contained and
shall in no way affect the validity of the remaining provisions of this Agreement.
12. This Agreement may be executed in several counterparts, all or any of which shall
be regarded for all purposes as one original and shall constitute and be but one and the same
instrument.
13. This Agreement may be construed and enforced in accordance with the laws of the
State of Colorado.
IN WITNESS W IEREOF, the parties have executed this Agreement as of the 13th
day of October, 1992.
LESSEE: Town of Avon, Colorado
BY:
ITS: TO MANAGER
LESSOR: Municipal Lease Trust, Series 1992-1
BY:
ITS:
EDIT "A"
PAYMENT REQUEST FORM
The Lessor is hereby requested to pay from the Escrow Fund, established as of October
131:11992 by Municipal Lease Trust, Series 1992-1 (Lessor and Escrow Agent) to the person or
corporation designated below as Payee, the sum set forth below:
AMOUNT TO BE
DISBURSED: $
PAYEE ADDRESS:
DESCRIPTION
OF PROPERTY
COST ITEM:
The undersigned hereby certifies that (a) the amounts being paid pursuant to this Payment
Request Form were not subject to a previous draw, and (b) the Ordinance, as defined in the
Escrow Agreement pursuant to which this Payment Request Form is submitted, is not subject to
referendum.
DATED: Oct. 13, 1992
LESSEE: Town of Avon, Colorado
BY: i'
ITS: TOWN MANI~~E-R
APPROVED: Municipal Lease Trust, Series 1992-1,
LESSOR AND ESCROW AGENT
BY:
ITS:
MINUTES OF THE REGULAR MEETING OF THE TOWN COUNCIL
HELD OCTOBER 13, 1992 - 7:30 P.M.
The regular meeting of the Avon Town Council of the Town of Avon,
Colorado was held in the Municipal Building, 400 Benchmark Road,
Avon, Colorado, in the Council Chambers.
The meeting was called to order by Mayor Jerry Davis at 7:34p.m.
A roll call was taken with Councilors Charlie Gersbach, John
Hazard, Tom Hines, Derek Pysher, and Albert Reynolds present.
Councilor Celeste Nottingham was absent. Also present were Town
Attorney John Dunn, Town Manager Bill James, Director of Municipal
Services Larry Brooks, Director of Engineering Norm Wood, Director
of Community Development Rick Pylman, Police Chief Art Dalton,
Fire Chief Charlie Moore, Town Clerk Patty Neyhart, as well as
members of the press and public.
With no one wishing to speak under Citizen Input, the Mayor called
for the first item on the Agenda.
First Reading of Ordinance No. 92-19, Series of 1992, AN
ORDINANCE AMENDING TITLE 16 OF THE MUNICIPAL CODE OF THE TOWN OF
AVON AS IT RELATES TO SUBDIVISIONS AND REQUIRING DEDICATION OF
LAND FOR SCHOOL PURPOSES.
Mr. Bill James reminded Council of the request from Mr. Gary
Denker for Council to consider legislation for a land dedication
policy of newly annexed areas in the Town. Presently, the Town of
Avon does not have any such policy; the County does and is require
to under State law. A concern of Council, that surfaced during
discussions with Mr. Denker at the worksession, relates to cash
in lieu of. The County, in their formula for cash in lieu of,
uses a $5,000 flat figure for a value per acre, whereas the
proposed Ordinance for Avon is formulated on full market value.
Mr. Denker will be meeting with the County Commissioners on
October 19th. Council has directed Mr. Denker bring this concern
to the attention of the County Commissioners and to request of the
Commissioners the County have the same definition as the Town of
Avon and for the entire County.
Council's consensus was to table the Ordinance until after the
meeting between Mr. Denker and the County Commissioners.
Councilor Pysher motioned to table Ordinance No. 92-19, Series of
1992. Councilor Hines seconded the motion and the motion carried
unanimously.
Second Reading of Ordinance No. 92-15, Series of 1992, AN
ORDINANCE ADOPTING A CODE OF ETHICS FOR THE TOWN OF AVON AND
PROVIDING PENALTIES FOR THE VIOLATION THEREOF.
Attorney John Dunn informed this Ordinance is presented to Council
for second reading with no changes made from first reading; the
matter is before Council for final action.
Discussions related to moral issues; with an agreement of Council
that moral issues would be difficult to measure.
Mayor Davis opened the meeting for a public hearing. With no one
wishing to be heard, Mayor Davis closed that portion of the
meeting.
Discussions related to moral issues and anything that is criminal.
Criminal actions are addressed in the municipal code; conviction
of a felony causes a vacancy.
There being no further comments, Mayor Davis called for a motion.
Councilor Reynolds motioned to approve Ordinance No. 92-15,
Series of 1992 on second reading. Councilor Hines seconded the
motion.
With no further discussion, Mayor Davis entertained a roll call.
Those voting aye were Councilors Derek Pysher, Albert Reynolds,
Tom Hines, John Hazard, Charlie Gersbach. Motion carried
unanimously.
Second Reading, Ordinance No. 92-18, Series of 1992, AN ORDINANCE
AUTHORIZING EXECUTIVE OF CERTAIN EQUIPMENT LEASE AGREEMENT.
Mr. James informed that three items are included in the 1993
budget; two 1993 twenty-passenger vans to be used for Beaver Creek
intra-village shuttle service, computer equipment for the Fire
Department, and a Chevrolet suburban for the Fire Department to be
used for a personnel carrier. The attached lease purchase is for
4 years at an interest rate of 6%. The cost of the vans are
$93,795, computer equipment is $14,500, and the suburban is
$24,000.
Councilor Hines questioned extras on the suburban such as am/fm
radio ($170) and air conditioning ($845). Councilor Hazard
commented the air conditioning is for. the comfort of the uniformed
firemen coming from fighting a fire. Councilor Reynolds suggested
better resale value. Mayor Davis added the am/fm radio could help
with communications in a disaster.
Mayor Davis opened the meeting for a public hearing. With no one
wishing to be heard, Mayor Davis closed that portion of the
meeting.
With no further comments, Mayor Davis called for a motion.
Councilor Hazard motioned to adopt Ordinance No. 92-18, Series of
1992 on second reading. Councilor Reynolds seconded the motion.
with no further discussion, Mayor Davis entertained a roll call.
Those voting aye were Councilors Tom Hines, John Hazard, Charlie
Gersbach, Derek Pysher, Albert Reynolds. Motion carried
unanimously.
Mayor Davis excused himself from his duties and requested Mayor
Protem Albert Reynolds resume in the Mayor's absence. Mayor
Protem Reynolds presided.
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Second Reading of Ordinance No. 92-17, Series of 1992, AN
ORDINANCE AMENDING CHAPTER 17.20 OF THE MUNICIPAL CODE OF THE TOWN
OF AVON TO ALLOW ONE ACCESSORY APARTMENT UNIT IN ADDITION TO THE
ALLOWABLE DENSITY, AS A SPECIAL REVIEW USE IN THE RESIDENTIAL
MEDIUM DENSITY ZONE DISTRICT.
Mr. Rick Pylman informed this is the second reading for the
Ordinance, with no changes from the first reading. Mr. Pylman
reminded this Ordinance relates to a request from Stonecreek
Townhomes. Stonecreek requested to convert common space into a
manager's unit. With approval of this Ordinance, Stonecreek will
be able to apply for a special review use.
Mayor Protem Reynolds opened the meeting for a public hearing.
With no one wishing to be heard, Mayor Protem Reynolds closed that
portion of the meeting.
There being no further comments, Mayor Protem Reynolds called for
a motion.
Councilor Hines motioned to approve Ordinance No. 92-17, Series
of 1992 on second reading. Councilor Gersbach seconded the
motion.
With no further discussion, Mayor Protem Reynolds entertained a
roll call.
Those voting aye were Councilors Derek Pysher, Tom Hines, John
Hazard, Charlie Gersbach. The motion carried unanimously.
Resolution No. 92-29, Series of 1992, A RESOLUTION APPROVING THE
FINAL PLAT OF THE SECOND AMENDMENT TO THE SUNROAD SUBDIVISION, A
SUBDIVISION OF THE FIRST AMENDMENT TO THE SUNROAD SUBDIVISION,
TOWN OF AVON, EAGLE COUNTY, COLORADO
Mr. Pylman stated lots #2 and #4 of the Sunroad Subdivision are
each half acre lots. A Denny's restaurant franchise has purchased
both lots and is building a single restaurant on both lots. This
Resolution will eliminate the property line between lots 12 and
#4; taking two lots and creating one single, one acre lot.
Councilor Hazard motioned to adopt Resolution No. 92-29, Series
of 1992. Councilor Gersbach seconded the motion and the motion
carried unanimously.
Resolution No. 92-30, Series of 1992, A RESOLUTION APPROVING THE
FINAL PLAT OF CLIFFROSE TOWNHOMES A RESUBDIVISION OF LOT 17, BLOCK
1, WILDRIDGE SUBDIVISION, TOWN OF AVON, EAGLE COUNTY, COLORADO
Mr. Pylman informed this is a final plat for a four plex building
that has been built in Wildridge, right across the street from the
Fire Station. This will create fee simple property for each unit.
Councilor Pysher motioned to adopt Resolution No. 92-30, Series
of 1992. Councilor Gersbach seconded the motion and the motion
carried unanimously.
-3-
Councilor Hazard questioned when the next combined meeting with
Town Council and Planning and Zoning Commission would be to visit
sites. Mr. James reminded Council agreed to every two months in
the summer months only. Mr. James added that a tour could be
arranged the latter part of this month, if Council so wished.
Council directed Mr. James to schedule tour.
Councilor Hazard suggested an announcement relating to the status
of the streetscape improvements or possibly include this in a
Mayor's Breakfast; to include the why and where the public's money
went. Council's consensus was that this was a good idea.
Next was Unfinished Business regarding Fleet Maintenance
Consultants Feasibility Study.
Mr. James reminded Council directed Staff to ne7otiate with Fleet
Maintenance Consultants to include in the Feasibility Study the
ranking of sites for up to 5 sites and to offer first and second
preferred site choices. For these additions in the study, the new
proposal is $ 22,433.60, an increase from $13,445.
Councilor Hazard motioned to authorize the Town Manager to hire
Fleet Maintenance Consultants, Inc. The motion was seconded by
Councilor Gersbach and the motion carried unanimously.
Next under Unfinished Business was discussion on the Amendment to
the Beaver Creek Bus Agreement.
Mr. Larry Brooks reminded Council of questions raised from last
Council meeting regarding the Beaver Creek Bus Agreement. Major
concern was how secure the Town of Avon would be in buying
additional pieces of equipment; item #6 in the agreement.
Attorney Dunn has added language to further protect and secure
Avon's position.
Councilor Pysher motioned to authorize the Town Manager to execute
this agreement. Councilor Hazard seconded the motion and the
motion carried unanimously.
Next was New Business regarding Change Order #3 / Avon Road
Streetscape Plan.
Mr. Norm Wood informed this is Change Order No. 3 for B & B
Excavating, Inc. and SaBell's Landscape & Maintenance Company.
This represents an addition of $16,045.00 to B & B Excavating and
a reduction of $3,600.00 to SaBell's Landscape & Maintenance
Company contracts. B & B Excavating addition is primarily a
result of conditions found underground, such as the repair to a
collapsed drainage pipe; pre-existing conditions. SaBell's
reduction is primarily the result of being able to shorten the
water irrigation line.
Councilor Pysher motioned to approve Change Order #3 to increase
the contract amount by $16,045 for B & B Excavating and approve
Change order #3 for SaBell's Landscape to decrease the contract
amount $3,600. The motion was seconded by Councilor Hines and the
motion carried unanimously.
-4-
The Financial Matters were next presented to Council.
Councilor Hines questioned the amount of $1,631.25 paid out for
Goshawk Townhomes to install their fence. Mr. James informed
that is an error; should be half that amount; change has been
noted.
Councilor Hines moved to receive items #1 thru #12 and approve
items #13 thru #17 with an amendment to item #16 under Bolduc
Realty Management, Inc. we change that amount by; deduct by half.
The motion was seconded by Councilor Pysher and was unanimously
carried.
Next presented to Council were the Council Meeting Minutes.
Councilor Hines motioned approval of the September 22, 1992
Regular Council Meeting minutes as presented. The motion was
seconded by Councilor Pysher and the motion carried unanimously.
There being no further business to come before council, Mayor
Protem Reynolds called for a motion to adjourn. Councilor Hines
moved to adjourn. The motion was seconded by Councilor Gersbach.
The meeting was adjourned by Mayor Protem Reynolds at 8:31pm.
RESPECTFULLY SUBMITTED:
Patty Ney art, T wn Clerk
APPROVED:
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