HomeMy WebLinkAboutordinance.council.001-10ORDINANCE NO.1 (SERIES OF 2010)
AN ORDINANCE OF THE CITY OF ASPEN, COLORADO
AUTHORIZING AND APPROVING A LEASE PURCHASE
AGREEMENT, AND OTHER DOCUMENTATION RELATING TO SUCH
LEASE PURCHASE AGREEMENT.
WHEREAS, the City of Aspen (the "City"), in the County of Pitkin and State of
Colorado (the "State"), is a legally and regulazly created, established, organized and existing
municipal corporation under the provisions of Article XX of the Constitution of the State of
Colorado and the home rule charter of the City (the "Charter") (all capitalized terms used and not
otherwise defined in the recitals hereof shall have the respective meanings assigned in Section 1
of this Ordinance); and
WHEREAS, under the Charter, the City is possessed of all powers which are necessary,
requisite or proper for the government and administration of its local and municipal matters, all
powers which aze granted to home rule municipalities by the Colorado Constitution, and all
rights and powers that now or hereafter may be granted to municipalities by the laws of the State
of Colorado; and
WHEREAS, pursuant to Section 1.4 of the Charter, the City is authorized to enter into
one or more leases or lease-purchase agreements for land, buildings, equipment and other
property for governmental or proprietary purposes; and
WHEREAS, the City has received a proposal to enter into a lease purchase agreement
with Saulsbury Hill, LLC for the purpose of financing certain energy saving projects as provided
for within that contract entered into with McKinstry Inc.; and
WHEREAS, the City desires to make certain energy improvements to city property and
to lease such improvements pursuant to a Lease Purchase Agreement between the Saulsbury Hill,
LLC, as lessor, and the City, as lessee (the "Lease"); and
WHEREAS, the Lease shall expire on December 31 of any City fiscal year (a "Fiscal
Year") if the City has, on such date, failed, for any reason, to appropriate sufficient amounts to
pay all Rental Payments (as defined in the Lease) scheduled to be paid, and shall not constitute a
mandatory chazge or requirement against the City in any ensuing budget year unless the City
decides to renew the Lease by appropriating the necessary such amounts; and
WHEREAS, no provision of the Lease or any other document described herein shall be
construed or interpreted (a) to directly or indirectly obligate the City to make any payment in any
Fiscal Year in excess of amounts appropriated for such Fiscal Year; (b) as creating a debt or
multiple fiscal yeaz direct or indirect debt or other financial obligation whatsoever of the City
within the meaning of Article XI, Section 6 or Article X, Section 20 of the Colorado Constitution
or any other constitutional or statutory limitation or provision; (c) as a delegation of
governmental powers by the City; (d) as a loan or pledge of the credit or faith of the City or as
creating any responsibility by the City for any debt or liability of any person, company or
corporation within the meaning of Article XI, Section 1 of the Colorado Constitution; or (e) as a
donation or grant by the City to, or in aid of, any person, company or corporation within the
meaning of Article XI, Section 2 of the Colorado Constitution; and
WHEREAS, in order to implement the transaction described above, the City Council
desires (a) to authorize and approve the execution and delivery by the City of, and the
performance by the City of its obligations under, the Lease and certain other documents
described herein; and (b) to authorize, approve, ratify, make findings and take other actions with
respect to the foregoing and related matters.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF ASPEN, COLORADO:
Sectionl. Definitions. All capitalized terms used and not otherwise defined in this
Ordinance shall have the respective meanings assigned in the Lease.
Section 2. Approval and Authorization of Documents. The City Council hereby
approves the Equipment Lease Purchase Agreement, attached as Exhibit A, and authorizes the
Mayor, the Mayor Pro Tem and all other appropriate officers and employees of the City to
execute and deliver, and to affix the seal of the City to, such documents in the forms made
available to the City Council, with such changes therein, not inconsistent herewith, as are
approved by the persons executing the same (whose signature thereon shall constitute conclusive
evidence of such approval) and authorizes and directs the performance by the city of its
obligations under such documents in the forms in which they aze executed and delivered.
Section 3. Year to Year Obligations of the City. No provision of this Ordinance, or the
Lease, shall be construed or interpreted (a) to directly or indirectly obligate the City to make any
payment in any Fiscal Year in excess of amounts appropriated for such Fiscal Year; (b) as
creating a debt or multiple fiscal year direct or indirect debt or other financial obligation
whatsoever of the City within the meaning of Article XI, Section 6 or Article X, Section 20 of
the Colorado Constitution or any other constitutional or statutory limitation or provision; (c) as a
delegation of governmental powers by the City; (d) as a loan or pledge of the credit or faith of
the City or as creating any responsibility by the City for any debt or liability of any person,
company or corporation within the meaning of Article XI, Section 1 of the Colorado
Constitution; or (e) as a donation or grant by the City to, or in aid of, any person, company or
corporation within the meaning of Article XI, Section 2 of the Colorado Constitution.
Section 4. Severability. It is hereby expressly declazed that all provisions hereof and
their application are intended to be and are severable. In order to implement such intent, if any
provision hereof or the application thereof is determined by a court or administrative body to be
invalid or unenforceable, in whole or in part, such determination shall not affect, impair or
invalidate any other provision hereof or the application of the provision in question to any other
situation; and if any provision hereof or the application thereof is determined by a court or
administrative body to be valid or enforceable only if its application is limited, its application
shall be limited as required to most fully implement its purpose.
Section 5. Repealer. All orders, bylaws, ordinances and resolutions of the City, or parts
thereof, inconsistent or in conflict with this Ordinance, are hereby repealed to the extent only of
such inconsistency or conflict.
INTRODUCED at a regularly scheduled meeting of the City Council of the City of
Aspen on the~~th day of January, 2010, AND PASSED ON FIRST READING by a vote of
,5~ FOR and O AGAINST.
ATTES
ITY CLE MAYOR
FINALLY PASSED on second and final reading at a regularly scheduled meeting of
the City Council of the City of Aspen on the ~~ day of January, 2010, by a vote of 5
FOR and ~ AGAINST; and ordered published within ten days of such final passage.
ATTEST:
CITY CLERK
EQUIPMENT LEASE PURCHASE AGREEMENT
THIS EQUIPMENT LEASE PURCHASE AGREEMENT (the "Agreement"), is dated as of January 28, 2010,
between SAULSBURY HII.L FINANCIAL, LLC, a limited liability company organized and existing under
the laws of the State of Colorado, as Lessor ("Lessor"), and CITY OF ASPEN, COLORADO, a political
subdivision existing under the laws of the State of Colorado, as Lessee ("Lessee°), wherein the parties
hereby agree as follows:
Section 1. Definitions. The following terms will have the meanings indicated below unless the context
clearly requires otherwise:
"Agreement^ means this Equipment Lease Purchase Agreement and any other schedule, exhibit or
escrow agreement made a part hereof by the parties hereto, together with any amendments to this
Agreement.
"Code" means the Internal Revenue Code of 1986, as amended.
"Commencement Date" is the date when the term of this Agreement and Lessee's obligation to pay rent
commences, which date will be the eazlier of (i) the date on which the Equipment is accepted by Lessee in
the manner described in Section 13, or (ii) the date on which sufficient moneys to purchase the
Equipment are deposited for that purpose with an escrow agent.
"Contract^ means any contract or contract with the Vendor for the acquisition and installation of the
Equipment.
"Equipment" means the property described on the Equipment Schedule attached hereto as Exhibit A,
and all replacements, substitutions, repairs, restorations, modifications, attachments, accessions,
additions and improvements thereof or thereto.
"Event of Default" means an Event of Default described in Section 35.
"Issuance Year" is the calendaz yeaz in which the Commencement Date occurs.
"Lease Term" means the Original Term and all Renewal Terms, but ending on the occurrence of the
eazliest event specified in Section 6.
"Lessee" means the entity described as such in the first paragraph of this Agreement, its successors and
its assigns.
"Lessor" means the entity described as such in the first paragraph of this Agreement, its successors and
its assigns.
"Maximum Lease Term° means the Original Term and all Renewal Terms through the Renewal Term
including the last Rental Payment Date set forth on the Payment Schedule.
"Net Proceeds° means the amount remaining from the gross proceeds of any insurance claim or
condemnation award after deducting all expenses (including attorneys' fees) incurred in the collection of
such claim or awazd.
"Original Term" means the period from the Commencement Date until the end of the fiscal year of Lessee
in effect at the Commencement Date.
"Payment Schedule° means the schedule of Rental Payments and Purchase Price set forth on Exhibit B.
"Purchase Price" means the amount set forth on the Payment Schedule that Lessee may, at its option,
pay to Lessor to purchase the Equipment.
"Renewal Terms" means the optional renewal terms of this Agreement, each having a duration of one
year and a term co-extensive with Lessee's fiscal year.
"Rental Payment Dates" means the dates set forth on the Payment Schedule on which Rental Payments
aze due.
"Rental Payments" means the basic rental payments payable by Lessee pursuant to Sectioa 9.
"State^ means the State of Colorado.
"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, as listed on Exhibit A.
Sectioa 2. Representatioas and Covenaats of Lessee. Lessee represents, warrants and covenants for
the benefit of Lessor as follows:
(a) Lessee is a political subdivision duly organized and existing under the constitution and laws of the
State. Lessee will do or cause to be done all things to preserve and keep in full force and effect its
existence as a body corporate and politic. Lessee is a public body corporate and politic, duly organized
and existing under 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.
(b) Lessee is authorized under the constitution and laws of the State to enter into this Agreement and the
transaction contemplated hereby and to perform all of its obligations hereunder.
(c) Lessee has been duly authorized to execute and deliver this Agreement by proper action and approval
of its governing body at a meeting duly called, regulazly convened and attended throughout by a requisite
majority of the members thereof or by other appropriate official approval.
(d) This Agreement constitutes the legal, valid and binding obligation of Lessee enforceable in accordance
with its terms, except to the extent limited by applicable bankruptcy, insolvency, reorganization or other
laws affecting creditors' rights generally.
(e) 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 Commencement Date.
(~ Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient
funds for the current fiscal 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 purposes.
(g) 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.
(h) Lessee has complied with such public bidding requirements as may be applicable to this Agreement
and the acquisition by Lessee of the Equipment hereunder.
(i) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court,
public board or body, pending or threatened against or affecting Lessee, nor to the best knowledge of
Lessee is there any basis therefor, wherein an unfavorable decision, ruling or fording would materially
adversely affect the transactions contemplated by this Agreement or any other document, agreement or
certificate which is used or contemplated for use in the consummation of the transactions contemplated
by this Agreement or materially adversely affect the fmancial condition or properties of Lessee.
(j) All authorizations, consents and approvals of governmental bodies or agencies required in connection
with the execution and delivery by Lessee of this Agreement or in connection with the carrying out by
Lessee of its obligations hereunder have been obtained.
(k) The entering into and performance of this Agreement or any other document or agreement
contemplated hereby to which Lessee is or is to be a party will not violate any judgment, order, law or
regulation applicable to Lessee or result in any breach of, or constitute a default under, or result in the
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creation of any lien, change, security interest of other encumbrance on any assets of Lessee or the
Equipment pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other
instrument to which Lessee is a party or by which it or its assets may be bound, except as herein
provided.
(1) The Equipment described in this Agreement is essential to the function of Lessee or to the service
Lessee provides to its citizens. Lessee has an immediate need for, and expects to make immediate use of,
substantially all the Equipment, which need is not temporary or expected to diminish in the foreseeable
future. The Equipment will be used by Lessee only for the purpose of performing one or more of Lessee's
governmental or proprietary functions consistent with the permissible scope of Lessee's authority.
(m) Neither the payment of the Rental Payments hereunder nor any portion thereof is (i) secured by any
interest in property used or to be used in a trade or business of anon-exempt person (within the meaning
of Section 103 of the Code) or in payments in respect of such property or (ii) derived from payments in
respect of property, or borrowed money, used or to be used in a trade or business of anon-exempt person
(within the meaning of Section 103 of the Code). No portion of the Equipment will be used directly or
indirectly in any trade or business carried on by any non-exempt person (within the meaning of Section
103 of the Code).
(n) Lessee will comply with all applicable provisions of the Code, including without limitation Sections 103
and 148 thereof, and the applicable regulations of the Treasury Department to maintain the exclusion of
the interest components of Rental Payments from gross income for purposes of federal income taxation.
(o) Lessee will use the proceeds of this Agreement as soon as practicable and with all reasonable dispatch
for the purpose for which this Agreement has been entered into. No part of the proceeds of this
Agreement will 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 anticipated on the date of
issuance of this Agreement, would have caused any portion of this 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.
(p) Lessee has never failed to appropriate or otherwise make available funds sufficient to pay rental or
other payments coming due under any lease purchase, installment sale or other similaz agreement.
(q) The useful life of the Equipment will not be less than the Maximum Lease Term.
(r) The application, statements and credit or financial information submitted by Lessee to Lessor aze true
and correct and made to induce Lessor to enter into this Agreement and the escrow agreement, if any, and
Lessee has experienced no material change in its financial condition since the date(s) of such information.
(s) Lessee has provided Lessor with audited £mancial statements through December 31, 2008. Lessee has
experienced no material change in its fmancial condition or in the revenues expected to be utilized to meet
Rental Payments due under the Agreement since December 31, 2008.
(t) Lessee shall pay the excess (if any) of the actual costs of acquiring the Equipment under the
Agreement over the amount deposited by Lessor in the escrow fund, if any, established under any related
escrow agreement and interest earnings thereon.
Section 3. Certificatioa as to Arbitrage. Lessee hereby represents as follows:
(a) The estimated total costs of the Equipment will not be less than the total principal portion of the
Rental Payments.
(b) 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 eighteen months of the Commencement Date.
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(c) Lessee has not created or established, and does not expect to create or establish, any sinking fund or
other similaz fund (i) 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.
(d) 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, prior to the last maturity of the Rental Payments.
(e) To the best of our knowledge, information and belief, the above expectations aze reasonable.
Section 4. Lease of Equipment. Lessor hereby demises, leases and lets the Equipment to Lessee, and
Lessee rents, leases and hires the Equipment from Lessor, in accordance with the provisions of this
Agreement, for the Lease Term.
Section 5. Lease Term. The Original Term of this Agreement will commence on the Commencement
Date and will terminate on the last day of Lessee's current fiscal yeaz. The Lease Term may be continued,
solely at the option of Lessee, at the end of the Original Term or any Renewal Term for an additional
Renewal Term up to the Maximum Lease Term. At the end of the Original Term and at the end of each
Renewal Term until the Maximum Lease Term has been completed, Lessee will be deemed to have
exercised its option to continue this Agreement for the next Renewal Term unless Lessee has terminated
this Agreement pursuant to Section 6 or Sectioa 31. The terms and conditions during any Renewal Term
will be the same as the terms and conditions during the Original Term, except that the Rental Payments
will be as provided in the Payment Schedule.
Sectioa 6. Termination of Lease Term. The Lease Term will terminate upon the eazliest of any of the
following events:
(a) the expiration of the Original Term or any Renewal Term of this Agreement and the nonrenewal of this
Agreement in the event of nonappropriation of funds pursuant to Sectioa 8;
(b) the exercise by Lessee of the option to purchase the Equipment under the provisions of Section 31
and payment of the Purchase Price and all amounts payable in connection therewith;
(c) a default by Lessee and Lessor's election to terminate this Agreement under Sectioa 36; or
(d) the payment by Lessee of all Rental Payments authorized or required to be paid by Lessee hereunder
during the Maximum Lease Term.
Section 7. Continuation of Lease Term. Lessee currently intends, subject to the provisions of
Sectioa 8 and Section 12, to continue the Lease Term through the Original Term and all of the Renewal
Terms and to pay the Rental Payments hereunder. Lessee reasonably believes that legally available funds
in an amount sufficient to make all Rental Payments during the Original Term and each of the Renewal
Terms can be obtained. The responsible fmancial officer of Lessee will do all things lawfully within his or
her power to obtain and maintain funds from which the Rental Payments may be made, including making
provision for such Rental Payments to the extent necessary in each proposed annual budget submitted for
approval in accordance with applicable procedures of Lessee and to exhaust all available reviews and
appeals in the event such portion of the budget is not approved. Notwithstanding the foregoing, the
decision whether or not to budget or appropriate funds or to extend this Agreement for any Renewal Term
is solely within the discretion of the then current governing body of Lessee.
Sectioa S. Noaappmpz9ation. Lessee is obligated only to pay such Rental Payments under this
Agreement as may lawfully be made from funds budgeted and appropriated for that purpose during
Lessee's then current fiscal year. In the event sufficient funds will not be appropriated or aze not
otherwise legally available to pay the Rental Payments required to be paid in the next occurring Renewal
Term, as set forth in the Payment Schedule, this Agreement will be deemed to be 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 Term, but
failure to give such notice will not extend the Lease Term beyond such Original Term or Renewal Term. If
this Agreement is terminated in accordance with this Section, Lessee agrees, at Lessee's cost and expense,
to peaceably deliver the Equipment to Lessor at the location or locations specified by Lessor.
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3ectioa 9. Rental Payments. Lessee will pay Rental Payments, exclusively from legally available
funds, in lawful money of the United States of America to Lessor in the amounts and on the dates set
forth on the Payment Schedule. Rental Payments will be in consideration for Lessee's use of the
Equipment during the fiscal yeaz in which such payments aze due. Any Rental Payment not received on
or before its due date will beaz interest at the rate of 10% per annum or the maximum amount permitted
by law, whichever is less, from its due date.
In the event that it is determined that, as a result of any act or failure to act by Lessee, any of the interest
components of Rental Payments may not be excluded from gross income for purposes of federal income
taxation, Lessee agrees to pay to Lessor promptly after any such determination and on each Rental
Payment Date thereafter an additional amount determined by Lessor to compensate Lessor for the loss of
such excludability (including without limitation, compensation relating to interest expense, penalties or
additions to tax), which determination shall be conclusive absent manifest error.
Section 10. Interest Component. As set forth on the Payment Schedule, a portion of each Rental
Payment is paid as, and represents payment of, interest.
Section 11. Rental Payments To Be Unconditional. Except as provided in Section S, the
obligations of Lessee to make Rental Paymeata and to perform and observe the other covenants
and agreements contained herein shall be absolute and unconditional in all eveata without
abatement, diminution, deduction, set-off or defense, for any reason, including without limitation
any failure of the Equipment to be delivered or installed, any defects, malfunctions, breakdowns or
infirmities in the equipment or any accident, condemnation or unforeaeea circumstances.
Section 12. Rental Payments to Constitute a Current Expense of Lessee. The obligation of Lessee to
pay Rental Payments hereunder will constitute a current expense of Lessee, aze from year to yeaz and do
not constitute a mandatory payment obligation of Lessee in any fiscal year beyond the then current fiscal
year of Lessee. Lessee's obligation hereunder will not in any way be construed to be an indebtedness of
Lessee in contravention of any applicable constitutional, charter or statutory limitation or requirement
concerning the creation of indebtedness by Lessee, nor will anything contained herein constitute a pledge
of the general credit, tax revenues, funds or moneys of Lessee.
Section 13. Delivery, Installation and Acceptance of the Equipment. Lessee will order the
Equipment, cause the Equipment to be delivered and installed at the location specified on Exhibit A and
pay any and all delivery and installation costs in connection therewith. When the Equipment has been
delivered and installed, Lessee will immediately accept the Equipment and evidence said acceptance by
executing and delivering to Lessor an acceptance certificate in form and substance acceptable to Lessor.
After it has been installed, the Equipment will not be moved from the location specified on Exhffiit A
without Lessor's consent, which consent will not be unreasonably withheld.
Section 14. Enjoyment of Equipment. Lessor hereby covenants to provide Lessee with quiet use and
enjoyment of the Equipment during the Lease Term, and Lessee will peaceably and quietly have and 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.
Section 15. Right of Inspection. Lessor will 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 16. Use of the Equipment. 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 Agreement. Lessee will obtain all permits and licenses, if any, necessary for the installation and
operation of the Equipment. In addition, Lessee agrees to comply in all respects (including, without
limitation, with respect to the use, maintenance and operation of each item of the Equipment) with all
applicable laws, regulations and rulings of any legislative, executive, administrative or judicial body;
provided, however, that Lessee may contest in good faith the validity or application 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.
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Section 17. Maintenance of Equipment. Lessee agrees that it will, at Lessee's own cost and expense,
maintain, preserve and keep the Equipment in good repair, working order and condition. Lessor will have
no responsibility to maintain, or repair or to make improvements or additions to the Equipment. If
requested to do so by Lessor, Lessee will enter into a maintenance contract for the Equipment with
Vendor.
Section 18. Title to the Equipment. During the Lease Term, title to the Equipment and any and all
additions, repairs, replacements or modifications will vest in Lessee, subject to the rights of Lessor under
this Agreement; provided that title will thereafter immediately and without any action by Lessee vest in
Lessor, and Lessee will immediately surrender possession of the Equipment to Lessor upon (a) any
termination of this Agreement other than termination pursuant to Section 31 or (b) 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 will occur automatically without the necessity of any bill of sale, certificate of title or other
instrument of conveyance. Lessee will, nevertheless, execute and deliver any such instruments as Lessor
may request to evidence such transfer. Lessee, irrevocably designates, makes, constitutes and appoints
Lessor and its assignee as Lessee's true and lawful attorney (and agent in-fact) with power, at such time of
termination or times thereafter as Lessor in its sole and absolute discretion may determine, in Lessee's or
Lessor's or such assignee's name, to endorse the name of Lessee upon any bill of sale, document,
instrument, invoice, freight bill, bill of lading or similaz document relating to the Equipment in order to
vest title in Lessor and transfer possession to Lessor. As further security therefore, Lessee grants to
Lessor a first priority security interest in the cash and negotiable instruments from time to time
comprising each escrow fund established under any related escrow agreement and ail proceeds (cash and
non-cash) thereof, and agrees with respect thereto that Lessor shall have all the rights and remedies of a
secured pazty.
Sectioa 19. Security Interest. To secure the payment of all of Lessee's obligations under this
Agreement and to the extent permitted by law, Lessor retains a security interest constituting a fu•st lien on
the Equipment and on all additions, attachments and accessions thereto and substitutions therefor and
proceeds therefrom. Lessee agrees to execute such additional documents in form satisfactory to Lessor,
that Lessor deems necessary or appropriate to establish and maintain its security interest. Lessee agrees
that fmancing statements may be filed with respect to the security interest in the Equipment.
Sectioa 20. Personal Property. Lessor and Lessee agree that the Equipment is and will remain
personal property. The Equipment will not be deemed to be affixed 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.
Section 21. Liens, Taxes, Other Governmental Charges and Utility Charges. Lessee will keep the
Equipment free and cleaz of all liens, chazges and encumbrances, except those created under this
Agreement. The parties to this Agreement contemplate that the Equipment will be used for a
governmental or proprietary purpose of Lessee and, therefore, that the Equipment will be exempt from all
property taxes and other similaz charges. If the use, possession or acquisition of the Equipment is found
to be subject to taxation in any form, Lessee will pay all taxes and governmental chazges lawfully assessed
or levied against or with respect to the Equipment. Lessee will pay all utility and other chazges incurred
in the use and maintenance of the Equipment. Lessee will pay such taxes and charges as the same
become due; provided that, with respect to any such taxes and charges that may lawfully be paid in
installments over a period of years, Lessee will be obligated to pay only such installments that accrue
during the Lease Term.
Sectioa 22. Insurance. At its own expense, Lessee will maintain (a) casualty insurance insuring the
Equipment against loss or damage by fire and all other risks covered 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, (b) liability insurance that protects
Lessor from liability in all events in form and amount satisfactory to Lessor, and (c) workers'
compensation coverage as required by the laws of the State; provided that, with Lessor's prior written
consent, Lessee may self-insure against the risks described in clauses (a) and (b). All insurance proceeds
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from casualty losses will be payable as hereinafter provided. Lessee will furnish to Lessor certificates
evidencing such coverage throughout the Lease Term.
All such casualty and liability insurance will be with insurers that are acceptable to Lessor, will name
Lessor as a loss payee and an additional insured and will contain a provision to the effect that such
insurance will not be cancelled or modified materially without first giving written notice thereof to Lessor
at least ten days in advance of such cancellation or modification. All such casualty insurance will contain
a provision making any losses payable to Lessee and Lessor, as their respective interests may appeaz.
Section 23. Advances. In the event Lessee fails to maintain either the insurance required by this
Agreement, pay taxes or charges required to be paid by it under this Agreement or fails to keep the
Equipment in good repair and operating condition, Lessor may (but will be under no obligation to)
purchase the required policies of insurance and pay the cost of the premiums on the thereof, pay such
taxes and charges and make such Equipment repairs or replacements as aze necessary and pay the cost
thereof. All amounts so advanced by Lessor will become additional rent for the then current Original
Term or Renewal Term. Lessee agrees to pay such amounts with interest thereon from the date paid at
the rate of 10% per annum or the maximum permitted by law, whichever is less.
Sectioa 24. Fiaaacial Informatioa. Within 180 days after the end of each fiscal year, Lessee will
provide Lessor with current financial statements, budgets, proofs of appropriation for the ensuing fiscal
year and such other fmancial information relating to the ability of Lessee to continue this Agreement as
may be requested by Lessor.
Section 25. Release and Indemnification. To the extent permitted by law, Lessee will indemnify,
protect and hold harmless Lessor from and against any and all liability, obligations, losses, claims and
damages whatsoever, regazdless of cause thereof, and expenses in connection therewith (including,
without limitation, counsel fees and expenses and any federal income tax and interest and penalties
connected therewith imposed on interest received) arising out of or as the result of (a) the entering into
this Agreement, (b) the ownership of any item of the Equipment, (c) the manufacturing, ordering,
acquisition, use, operation, condition, purchase, delivery, rejection, storage or return of any item of the
Equipment, (d) 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 or death to any person or
(e) the breach of any covenant herein or any material misrepresentation contained herein. The
indemnification arising under this paragraph will continue in full force and effect notwithstanding the full
payment of all obligations under this Agreement or the termination of the Lease Term for any reason.
Sectioa 26. Risk of Loss. Lessee assumes, from and including the Commencement Date, all risk of loss
of or damage to the Equipment from any cause whatsoever. No such loss of or damage to the Equipment
nor defect therein nor unfitness or obsolescence thereof will relieve Lessee of the obligation to make Rental
Payments or to perform any other obligation under this Agreement.
Sectioa 27. Damage, Destruction, Coademaation; Use of Proceeds. If (a) the Equipment or any
portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty, or (b) title to, or
the temporary use of, the Equipment or any part thereof or the interest of Lessee or Lessor in the
Equipment or any part thereof will be taken under the exercise of the power of eminent domain by any
governmental body or by any person, firm or corporation acting under governmental authority, Lessee and
Lessor will cause the Net Proceeds of any insurance claim or condemnation awazd to be applied to the
prompt replacement, repair, restoration, modification or improvement of the Equipment, unless Lessee
has exercised its option to purchase the Equipment pursuant to Section 31. Any balance of the Net
Proceeds remaining after such work has been completed will be paid to Lessee.
Sectioa 28. Iasufficiency of Net Proceeds. If the Net Proceeds aze insufficient to pay in full the cost of
any repair, restoration, modification or improvement referred to in Section 26, Lessee will either (a)
complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in
excess of the amount of the Net Proceeds, or (b) purchase Lessor's interest in the Equipment pursuant to
Section 31. The amount of the Net Proceeds, if any, remaining after completing such repair, restoration,
modification or improvement or after purchasing the Equipment will be retained by Lessee. If Lessee will
make any payments pursuant to this Section, Lessee will not be entitled to any reimbursement therefor
from Lessor nor will Lessee be entitled to any diminution of the amounts payable under Section 9.
-7-
Section 29. Disclaimer of Warranties. LESSOR MAKES 11K) WARRANTY OR REPRESENTATION,
EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS
FOR PARTICULAR USE OR PURPOSE OF THE EQUIPMENT OR AGAINST INFRINGEMENT, OR ANY
OTHER WARRANTY OR REPRESENTATION WITH RESPECT THERETO. IN NO EVENT SHALL
LESSOR BE LIABLE FOR ANY ACTUAL, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGE IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE EXISTENCE,
FURHISHING, FUNCTIOHING OR LESSEE'S USE OR MAINTENANCE OF ANY EQUIPMENT OR
SERVICES PROVIDED FOR IN THIS AG72p'r+'~'NT.
Section 30. Vendor's Warranties. Lessee may have rights under the contract evidencing the purchase
of the Equipment; Lessee is advised to contact the Vendor for a description of any such rights. Lessor
hereby assigns to Lessee during the Lease Term all warranties running from Vendor to Lessor. Lessor
hereby irrevocably appoints Lessee its agent and attorney-in-fact during the Lease Term, so long as Lessee
will 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. Lessee's sole
remedy for the breach of any such warranty, indemnification or representation will be against the Vendor,
and not against Lessor. Any such matter will not have any effect whatsoever on 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 to the existence or availability of such warranties by the Vendor.
Section 31. Purchase Option. Lessee will have the option to purchase the Equipment, upon giving
written notice to Lessor at least 30 days before the date of purchase, at the following times and upon the
following terms:
(a) On any Rental Payment Date, upon payment in full of the Rental Payment then due hereunder plus all
other amounts due hereunder plus the then-applicable Purchase Price to Lessor; or
(b) In the event of substantial damage to or destruction or condemnation (other than by Lessee or any
entity controlled by or otherwise affiliated with Lessee) of substantially all of the Equipment, on the day
Lessee specifies as the purchase date in Lessee's notice to Lessor of its exercise of the purchase option,
upon payment in full of the Rental Payment and all other amounts then due hereunder plus (i) the
Purchase Price designated on the Payment Schedule for such purchase date if such purchase date is a
Rental Payment Date or the Purchase Price far the immediately preceding Rental Payment Date if such
purchase date is not a Rental Payment Date, and (ii) if such day is not a Rental Payment Date, an amount
equal to the portion of the interest component of the Rental Payment scheduled to come due on the
following Rental Payment Date accrued from the immediately preceding Rental Payment Date to such
purchase date, computed on the basis of a 360-day yeaz of twelve 30-day months.
Upon the exercise of the option to purchase set forth above, title to the Equipment will be vested in
Lessee, free and clear of any claim by or through Lessor.
Section 32. Determination of Fair Purchase Price. Lessee and Lessor hereby agree and determine
that the Rental Payments hereunder during the Original Term and each Renewal Term represent the fair
value of the use of the Equipment and that the amount required to exercise Lessee's option to purchase
the Equipment pursuant to Section 31 represents, as of the end of the Original Term or any Renewal
Term, the fair purchase price of the Equipment. Lessee hereby determines that the Rental Payments do
not exceed a reasonable amount so as to place Lessee under a practical economic compulsion to renew
this Agreement or to exercise its option to purchase the Equipment hereunder. In making such
determinations, Lessee and Lessor have given consideration to (a) the costs of the Equipment, (b) the uses
and purposes for which the Equipment will be employed by Lessee, (c) the benefit to Lessee by reason of
the acquisition and installation of the Equipment and the use of the Equipment pursuant to the terms
and provisions of this Agreement, and (d) Lessee's option to purchase the Equipment. Lessee hereby
determines and declazes that the acquisition and installation of the Equipment and the leasing of the
Equipment pursuant to this Agreement will result in equipment of compazable quality and meeting the
same requirements and standards as would be necessary if the acquisition and installation of the
Equipment were performed by Lessee other than pursuant to this Agreement. Lessee hereby determines
and declazes that the Maximum Lease Term does not exceed the useful life of the Equipment.
-8-
Section 33. Assignment by Lessor. Lessor's interest in, to and under this Agreement and the
Equipment may be assigned and reassigned in whole or in part to one or more assignees by Lessor
without the necessity of obtaining the consent of Lessee; provided that any assignment will not be effective
until Lessee has received written notice of the name and address of the assignee. Lessee will retain all
such notices as a register of all assignees and will make all payments to the assignee or assignees
designated in such register. Lessee agrees to execute all documents, including notices of assignment and
chattel mortgages or financing statements that may be reasonably requested by Lessor or any assignee to
protect its interest in the Equipment and in this Agreement and agrees to the filing of financing
statements with respect to the Equipment and this Agreement. Lessee will not have the right to and will
not assert against any assignee any claim, counterclaim, defense, set-off or other right Lessee may have
against Lessor.
3ectioa 34. Assignment and Subleasing by Lessee. None of Lessee's right, title and interest in, to and
under this Agreement and the Equipment may be assigned or encumbered 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 income for federal income tax purposes. Any such
sublease of all or part of the Equipment will be subject to this Agreement and the rights of Lessor in, to
and under this Agreement and the Equipment.
$ection 35. )gents of Default Defined. Subject to the provisions of Section 8, any of the following will
be "Events 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;
(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 35(a), 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 will 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 extension of such time if corrective action is instituted by Lessee within the
applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to this Agreement or its
execution, delivery or performance will prove to have been false, incorrect, misleading or breached in any
material respect on the date when made;
(d) Any provision of this Agreement will at any time for any reason cease to be valid and binding on
Lessee, or will be declared to be null and void, or the validity or enforceability thereof will be contested by
Lessee or any governmental agency or authority if the loss of such provision would materially adversely
affect the rights or security of Lessor, or Lessee will deny that it has any further liability or obligation
under this Agreement;
(e) Lessee will (i) 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 to pay its debts as they become due, (iii) make a general assignment for the benefit of
creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file
a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement
with creditors or taking advantage 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
(f) An order, judgment or decree will be entered by any court of competent jurisdiction, approving a
petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of
the assets of Lessee, in each case without its application, approval or consent, and such order, judgment
or decree will continue unstayed and in effect for any period of 30 consecutive days.
-9-
Section 36. Remedies on Default. Whenever any Event of Default exists, Lessor will 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) By written notice to Lessee, Lessor may declaze all Rental Payments and 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 Lessee at Lessee's expense to promptly return
any or all of the Equipment to the possession of Lessor at a place specified by Lessor, and sell or lease the
Equipment or, for the account of Lessee, sublease the Equipment, holding Lessee liable for the difference
between (i) the Rental Payments and other amounts payable by Lessee hereunder plus the applicable
Purchase Price, and (ii) the net proceeds of any such sale, lease or sublease (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 leasing the Equipment and all brokerage,
auctioneers' and attorneys' fees) provided that the amount of Lessee's liability under this subparagraph (b)
shall not exceed the Rental Payments and other amounts otherwise due hereunder plus the remaining
Rental Payments and other amounts payable by Lessee to the end of the then current Original Term or
Renewal Term; and
(c) Lessor may take whatever other action at law or in equity may appear necessary or desirable to enforce
its rights as the owner of the Equipment.
In addition, Lessee will remain liable for all covenants and indemnities under this Agreement and for all
legal fees and other casts and expenses, including court costs, incurred by Lessor with respect to the
enforcement of any of the remedies listed above or any other remedy available to Lessor.
Section 37. No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended
to be exclusive and every such remedy will be cumulative and will be in addition to every other remedy
given under this Agreement or now or hereafter existing at law or in equity. No delay or omission to
exercise any right or power accruing upon any default will impair any such right or power or will 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
Agreement it will not be necessary to give any notice, other than such notice as may be required in this
Agreement.
Sectioa 38. Notices. All notices, certificates or other communications hereunder will be sufficiently
given and will be deemed given when delivered or mailed by registered mail, postage prepaid, to the parties
at the addresses immediately after the signatures to this Agreement (or at such other address as either
party hereto will designate in writing to the other for notices to such party), to any assignee at its address
as it appears on the register maintained by Lessee.
Sectioa 39. Binding Effect. This Agreement will inure to the benefit of and will be binding upon Lessor
and Lessee and their respective successors and assigns.
Section 40. Severability. In the event any provision of this Agreement will be held invalid or
unenforceable by any court of competent jurisdiction, such holding will not invalidate or render
unenforceable any other provision hereof.
Section 41. Entire Agreemeat. This Agreement constitutes the entire agreement between Lessor and
Lessee.
Section 42. Ameadmeats. This Agreement may be amended, changed or modified in any manner by
written agreement of Lessor and Lessee. Any waiver of any provision of this Agreement or any right or
remedy hereunder must be affirmatively and expressly made in writing and will not be implied from
inaction, course of dealing or otherwise.
10-
Section 43. Execution in Counterparts. This Agreement may be simultaneously executed in several
counterparts, each of which will be an original and all of which will constitute but one and the same
instrument.
Section 44. Captions. The captions or headings in this Agreement aze for convenience only and in no
way define, limit or describe the scope or intent of any provisions or sections of this Agreement.
3ectioa 45. Applicable Law. This Agreement will be governed by and construed in accordance with the
laws of the State.
Section 46. Electronic Traasactiona. The parties agree that the transaction described herein may be
conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles,
electronic files and other reproductions of original executed documents shall be deemed to be authentic
and valid counterparts of such original documents for all purposes, including the filing of any claim,
action or suit in the appropriate court of law.
t
[Remainder of Page Intentionally Left Blank.]
''~ .,
h'''4t^'-11'1 ~ ~ 1~''3".
-a~M1~ r`i~r~~
-11-
IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in their corporate
names by their duly authorized officers as of the date first above written.
SAULSBURY HILL FINANCIAL, LLC, Lessor
By:
Name:
Title:
Address: 1754 Lafayette Street
Denver, CO 80218-1117
CITY OF ASPEN, COLORADO
By: /~
Name: M/ ~AAAK '~~il~~~
Title: YI~L/4 ail /
Address: 130 S. Galena Street
Aspen, CO 81611
CERTIFICATE OF CLERK OR SECRETARY OF LESSEE
I, the undersigned, do hereby certify (i) that the officer of Lessee who executed the foregoing Agreement 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 has been authorized to execute the foregoing Agreement
on behalf of Lessee, and (ii) that the fiscal year of Lessee is from January 1 to December 31.
DATED: January 28, 2010.
~~ ,
By: -
Name: ~s.~ t~c~-'~-~
Title: ~ ~ ~ 1
12-
EXHIBIT A TO EQUIPMEBT LEASE PURCHASE AGREEMENT
EQUIPMENT SCHEDULE
Energy savings improvements, as described in the Scope of Work Schedule attached hereto, which covers
work to be done at the following locations:
• Parking Deparhnent Building, 540 E. Main Street, Aspen, CO 81611
• Parking Garage, 427 Rio Grande Place, Aspen, CO 81611
• Rio Grande Youth Center, 455 Rio Grande Place, Aspen, CO 81611
• City Hall, 130 S. Galena Street, Aspen, CO 81611
• Wheeler Opera House, 320 E. Hyman Ave., Aspen, CO 81611
• Red Brick, 110 E. Hallam Street, Aspen, CO 81611
• Yellow Brick, 215 E. Garmish St., Aspen, CO 81611
• Ice Gazden, 233 W. Hyman Avenue, Aspen, CO 81611
• Water Treatment Plant Campus, 500 Doolittle Road, Aspen, CO 81611
• Streets, 1080 Power Plant Road, Aspen, CO 81611
• Parks/Rec/Golf, 585 Cemetery Lane, Aspen, CO 81611
• Aspen Recreation Center, 861 Mazoon Creek Road, Aspen, CO 81611
• Electric Switch Station, 219 Puppy Smith, Aspen, CO 81611
A-1
EXHIBIT B TO EQUIPMENT LEASE PURCHASE AGREEMENT
PAYMENT SCHEDULE
Principal Amount: $448,618.72
Interest Rate:
Rental payments will be made in accordance with Section 9 and this Payment Schedule.
Rental Total Principal
Pavmeat Date Reatal Payment Portion
Interest Purchase
Portioa Price
B-1
EXHIBIT B TO EQUIPMENT LEASE PURCHASE AGREEMENT
PAYMENT SCHEDULE
Principal Amount: $441,449.00
Interest Rate: 4.843%
Rental payments will be made in accordance with Section 9 and this Payment Schedule.
Purchase
Date Payment Interest Principal Balance Price
1/28/2010 441,449.00 454,692.47
1 5/28/2010 12,231.51 7,208.14 5,023.37 436,425.63 449,518.40
2 8/28/2010 12,231.51 5,284.02 6,947.49 429,478.14 442,362.48
3 11/28/2010 12,231.51 5,199.91 7,031.60 422,446.54 435,119.94
2010 Totals 36,694.53 17,692.07 19,002.46
4 2/28/2011 12,231.51 5,114.77 7,116.74 415,329.80 427,789.69
5 5/28/2011 12,231.51 5,028.61 7,202.90 408,126.90 420,370.71
6 8/28/2011 12,231.51 4,941.40 7,290.11 400,836.79 412,861.89
7 11/28/2011 12,231.51 4,853.13 7,378.38 393,458.41 405,262.16
2011 Totals 48,926.04 19,937.91 28,988.13
8 2/28/2012 12,231.51 4,763.80 7,467.71 385,990.70 397,570.42
9 5/28/2012 12,231.51 4,673.38 7,558.13 378,432.57 389,785.55
10 8/28/2012 12,231.51 4,581.87 7,649.64 370,782.93 381,906.42
11 11/28/2012 12,231.51 4,489.25 7,742.26 363,040.67 373,931.89
2012 Totals 48,926.04 18,508.30 30,417.74
12 2/28/2013 12,231.51 4,395.51 7,836.00 355,204.67 365,860.81
13 5/28/2013 12,231.51 4,300.64 7,930.87 347,273.80 357,692.01
14 8/28/2013 12,231.51 4,204.62 8,026.89 339,246.91 349,424.32
15 11/28/2013 12,231.51 4,107.43 8,124.08 331,122.83 341,056.51
2013 Totals 48,926.04 17,008.20 31,917.84
16 2/28/2014 12,231.51 4,009.07 8,222.44 322,900.39 332,587.40
17 5/28/214' ~ 1 ,231.51 3,909.52 8,321.99 314,578.40 324,015.75
18 8° lh ~ x1231.51 3,808.76 8,422.75 306,155.65 315,340.32
19L'~y~(E$1 .; }i~,231.51 3,706.78 8,524.73 297,630.92 306,559.85
2014 Totals ~,jpyr}. } ~ 48,926.04 15,434.13 33,491.91
20 2/28/2015 12,231.51 3,603.57 8,627.94 289,002.98 297,673.07
21 5/28/2015 12,231.51 3,499.10 8,732.41 280,270.57 288,678.69
22 8/28/2015 12,231.51 3,393.38 8,838.13 271,432.44 279,575.41
23 11/28/2015 12,231.51 3,286.37 8,945.14 262,487.30 270,361.92
2015 Totals 48,926.04 13,782.42 35,143.62
24 2/28/2016 12,231.51 3,178.06 9,053.45 253,433.85 261,036.87
25 5/28/2016 12,231.51 3,068.45 9,163.06 244,270.79 251,598.91
26 8/28/2016 12,231.51 2,957.51 9,274.00 234,996.79 242,046.69
27 11/28/2016 12,231.51 2,845.22 9,386.29 225,610.50 232,378.82
2016 Totals 48,926.04 12,049.24 36,876.80
28 2/28/2017 12,231.51 2,731.58 9,499.93 216,110.57 222,593.89
29 5/28/2017 12,231.51 2,616.56 9,614.95 206,495.62 212,690.49
B-1
30 8/28/2017
31 11/28/2017
2017 Totals
32 2/28/2018
33 5/28/2018
34 8/28/2018
35 11/28/2018
2018 Totals
36 2/28/2019
37 5/28/2019
38 8/28/2019
39 11/28/2019
2019 Totals
40 2/28/2020
41 5/28/2020
42 8/28/2020
43 11/28/2020
2020 Totals
44 2/28/2021
45 5/28/2021
46 8/28/2021
47 11/28/2021
2021 Totals
48 2/28/2022
2022 Totals
Grand Totals
12,231.51 2,500.15 9,731.36 196,764.26 202,667.19
12,231.51 2,382.32 9,849.19 186,915.07 192,522.52
48, 926.04 10,230.61 38,695.43
12,231.51 2,263.07 9,968.44 176,946.63 182,255.03
12,231.51 2,142.38 10,089.13 166,857.50 171,863.23
12, 231.51 2, 020.23 10,211.28 156,646.22 161,345.61
12, 231.51 1, 896.59 10,334.92 146,311.30 150,700.64
48,926.04 8,322.27 40,603.77
12, 231.51 1, 771.46 10,460.05 135,851.25 139,926.79
12,231.51 1,644.82 10,586.69 125,264.56 129,022.50
12, 231.51 1, 516.64 10,714.87 114,549.69 117,986.18
12, 231.51 1, 386.91 10,844.60 103,705.09 106,816.24
48,926.04 6,319.83 42,606.21
12,231.51 1,255.61 10,975.90 92,729.19 95,511.07
12,231.51 1,122.72 11,108.79 81,620.40 84,069.01
12,231.51 988.22 11,243.29 70,377.11 72,488.42
12,231.51 852.09 11,379.42 58,997.69 60,767.62
48,926.04 4,218.64 44,707.40
12,231.51 714.31 11,517.20 47,480.49 48,904.90
12,231.51 574.87 11,656.64 35,823.85 36,898.57
12,231.51 433.74 11,797.77 24,026.08 24,746.86
12, 231.51 290.90 11,940.61 12,085.47 12,448.03
48,926.04 2,013.82 46,912.22
12,231.51 146.04 12,085.47 0.00 0.00
12, 231.51 146.04 12, 085.47
587,112.48 145,663.48 441,449.00
CITY OF ASPEN, COLORADO
By:
Name: _
Title: _
Address:
B-2
130 S. Galena Sty
Aspen, CO 81611
LESSEE'S CLOSING CERTIFICATE
Re: Equipment Lease Purchase Agreement dated as of January 28, 2010 between the City of
Aspen, Colorado, as lessee (`Lessee°), and Saulsbury Hill Financial, LLC, as lessor
(`Lessor") (the `Agreement")
I, the undersigned, the duly appointed, qualified and acting (Clerk ~rBA!!!g!y) of
the above-captioned Lessee do hereby certify as of January 28, 2010(, as follows
(1) Lessee did, at a (regular -meeting of the governing body of Lessee held
~N19~~ 20jF2, by motion duly made, seconded and carried, in accordance with all
requirements of law, approve and authorize the execution and delivery of the above-referenced
Agreement and the related escrow agreement, if any, on its behalf by the following named
representative of Lessee: ~ _ ~
Printed Name Title Signature /
(The above signature line to be signed by person who executed the Equipment Lease Purchase Agreement and the escrow
agreement, if any, on behalf of Lessee.]
(2) The above-named representative of Lessee held at the time of such authorization and holds at the
present time the office designated above and the signature set forth opposite his or her name is the true
and correct specimen of his or her genuine signature.
(3) At the meeting described in (1) above, the representative of Lessee named in (1) above and the
officers or employees of Lessee from time to time holding the offices or titles set forth below were
designated as authorized representatives of Lessee for the Agreement and the escrow agreement, if any
(any of them acting alone), and each of the persons listed below is the current holder of the office or title
indicated and the signature set forth opposite name of each of them is the true and correct specimen of
his or her genuine signature:
Title Printed Name
(4) The meeting of the governing body of Lessee at which the Agreement was approved and authorized
to be executed was duly called, regularly convened and attended throughout by the requisite majority of
the members thereof or by other appropriate official approval and that the action approving the
Agreement and authorizing the execution thereof has not been altered or rescinded. Attached hereto is
a true and correct copy of the resolution, ordinance or other documents cori`stituting such official
action.
(5) No event or condition that constitutes, or with the giving of notic~ or the lapse of time off, both would
constitute, an Event of Default (as such term is defined in the Agreement) exists at the date hereof.
(6) All insurance required in accordance with the Agreement is currently maintained by Lessee.
(7) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient
funds for the current fiscal year to make the Rental Payments s~~duled to come dae~luring the
Original Term and to meet its other obligations for the Original Term (as such terms are defined in the
Agreement), and such funds have not been expended for other purposes.
(8) There is no proceeding pending or threatened in any court or before any governmental authority or
azbitration boazd or tribunal that, if adversely determined, would adversely affect the transactions
contemplated by the Agreement or the interest of Lessor or its assigns, as the case may be, in the
Equipment.
(9) The Equipment has not been the subject of a referendum that failed to receive the approval of the
voters of Lessee within the preceding four yeazs.
~ ~ 7 2,
(10) [Lessee initial here if this provision is applicablel~
[Lessee initial here if this provision isrrNOT applicable: ~
,`'~s3~4Y~by~le3iggat~s=.jhis Agib~M~3~i°~ualified ta~S~l~i~atii~:~e~~fined in
Section, 265(b)(3)(B) of the Code. The aggregate face amount of all tax-exempt obligations (excluding
private activity bonds) issued or to be issued by Lessee and all subordinate entities thereof during the
Issuance Yeaz is not reasonably expected to exceed $30,000,000. Lessee and all subordinate entities
thereof will not issue in excess of $30,000,000 of qualified tax-exempt obligations (including this
Agreement but excluding private activity bonds) during the Issuance Yeaz without fu-st obtaining an
opinion of nationally recognized counsel in the area of tax-exempt municipal obligations acceptable to
Lessor that the designation of this Agreement as a `qualified tax-exempt obligation" will not be adversely
affected.
(11) The correct billing address for Rental Payments is as follows:
IN WITNESS WHEREOF, I hereunto set my hand and the seal of the governing body of Lessee the day
an~yeaz,~irst abFgye written.
~, 4~ ~t, ~
~~c,
Signature /Clerk
Printed or typewritten title and
Subscribed and affumed before me this ~ day of January, 2010.
(NOTARY
Signed' " ~ ' I "~" ~" -
My commission expires: ~ 5 Z~~
Notary Certificate:
AlrCommission Expires 09125/2015
ATTACHMENT TO
LESSEE'S CLOSING CERTIFICATE
COPY OF AUTHORIZATION DOCUMENT
(per Sectioa 4)
[Please attach.]
[OPINION OF COUNSEL-PLEASE FURNISH ON ATTORNEY'S LETTERHEAD]
January 28, 2010
Saulsbury Hill Financial, LLC
1754 Lafayette Street
Denver, CO 80218-1117
Re: Equipment Lease Purchase Agreement dated as of January 28, 2010 between the
City of Aspen, Colorado, as lessee (`Lessee°), and Saulsbury Hill Financial, LLC,
as lessor ("Lessor") (the "Agreement")
Ladies and Gentlemen
As legal counsel to Lessee, I have examined (a) an executed counterpart of the Agreement, which,
among other things, provides for the lease by Lessee from Lessor of the Equipment, (b) an executed
counterpart of the Escrow Agreement, dated as of January 28, 2010 (the `Escrow Agreement'), among
Lessor, Lessee and Deutsche Bank National Trust Company, as Escrow Agent, (c) an executed
counterpart of the Energy Performance Contract, dated November 17, 2009 (the "Energy Savings
Contract"), between Lessee and McKinstry Essention Inc., (d) an executed counterpart of the ordinance
or resolution of Lessee which, among other things, authorizes Lessee to execute the Agreement, the
Escrow Agreement and the Energy Savings Contract and (e) such other opinions, documents and matters
of law as I have deemed necessary in connection with the fallowing opinions.
Based on the foregoing, I am of the following opinions
1. Lessee is a public body corporate and politic, duly organized and existing under 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.
2. Lessee has the requisite power and authority to purchase the Equipment and to execute and
deliver the Agreement, the Escrow Agreement and the Energy Savings Contract and to perform its
obligations under the Agreement, the Escrow Agreement and the Energy Savings Contract.
3. The Agreement, the Escrow Agreement and the Energy Savings Contract and the other documents
either attached thereto or required therein have been duly authorized, approved and executed by and on
behalf of Lessee, and the Agreement, the Escrow Agreement and the Energy Savings Contract are valid
and binding obligations of Lessee enforceable in accordance with their respective terms.
4. The authorization, approval and execution of the Agreement, the Escrow Agreement and the
Energy Savings Contract 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, including without limitation [Describe applicable Energy Savings
Statute].
5. There is no proceeding pending or threatened in any court or before any governmental authority or
azbitration board or tribunal that, if adversely determined, would adversely affect the transactions
contemplated by the Agreement, the Escrow Agreement and the Energy Savings Contract or the security
interest of Lessor or its assigns, as the case may be, in the Equipment.
6. The Equipment to be leased pursuant to the Agreement constitutes personal property and when
subjected to use by Lessee will not be or become a fixture under applicable law.
All capitalized terms herein will have the same meanings as in the Agreement. Lessor, its successors
and assigns and any counsel rendering an opinion on the exclusion of the interest components of Rental
Payments from gross income for purposes of federal income taxation aze entitled to rely on this opinion.
Very truly yours,
ESCROW AGREEMENT
LESSOR:
Saulsbury Hill Financial, LLC
1754 Lafayette Street
Denver, CO 80218-1117
ESCROW AGENT:
Deutsche Bank National Trust Company
6810 Crumpler Blvd., Suite 100
Olive Branch, MS 38654
LESSEE:
City of Aspen, Colorado
130 S. Galena Street
Aspen, CO 81611
THI3 ESCROW AGREEMENT (this °Escrow Agreements dated January 28, 2010 is entered into by
and among Saulsbury Hill Financial, LLC ("Lessor"), City of Aspen, Colorado ("Lessee"), and Deutsche
Bank National Trust Company (the "Escrow Agent").
Lessor and Lessee have heretofore entered into that certain Equipment Lease Purchase Agreement
dated January 28, 2010 (the "Agreement°). The Agreement contemplates that certain Equipment
described therein (the "Equipment") is to be acquired from the vendor(s) or manufacturer(s) thereof.
After acceptance of the Equipment by Lessee, the Equipment is to be leased by Lessor to Lessee
pursuant to the terms of the Agreement.
The Agreement contemplates that Lessor will deposit with the Escrow Agent cash in the amount of
$448,618.72, to be held in escrow by the Escrow Agent and applied on the express terms and
conditions set forth herein. Such deposit, together with all interest and additions received with respect
thereto (hereinafter, the "Escrow Fund"), is to be applied from time to time to pay the vendor(s) or
manufacturer(s) of the Equipment its invoice cost (a portion of which may, if required, be paid prior to
final acceptance of the Equipment by Lessee).
The parties desire to set forth the terms on which the escrow is to be created and to establish the
rights and responsibilities of the parties hereto.
NOW, THEREFORE, the parties agree as follows:
1. The Escrow Agent hereby agrees to serve as escrow agent upon the terms and conditions set
forth herein. The Escrow Agent agrees that the Escrow Fund shall be held irrevocably in trust for the
account and benefit of Lessee and Lessor and all interest earned with respect to the Escrow Fund shall
accrue to the benefit of Lessee and shall be applied as expressly set forth herein.
To the limited extent required to perfect the security interest granted by Lessee to Lessor in the cash
and negotiable instruments from time to time comprising the Escrow Fund, Lessor hereby appoints the
Escrow Agent as its security agent, and the Escrow Agent hereby accepts the appointment as security
agent, and agrees to hold physical possession of such cash and negotiable instruments on behalf of
Lessor.
2. On such day as determined to the mutual satisfaction of the parties (the "Commencement
Date"), Lessor shall deposit with the Escrow Agent cash in the amount of $448,615.72 to be held by the
Escrow Agent on the express terms and conditions set forth herein. The Escrow Agent agrees to accept
the deposit of the Escrow Fund by Lessor, and further agrees to hold the amount so deposited together
with all interest and other additions received with respect thereto in escrow on the express terms and
conditions set forth herein.
3. The Escrow Agent shall at all times segregate the Escrow Fund into an account maintained for
that express purpose, which shall be clearly identified on the books and records of the Escrow Agent as
being held in its capacity as Escrow Agent. Securities and other negotiable instruments comprising the
Escrow Fund from time to time shall be held or registered in the name of the Escrow Agent (or its
nominee). The Escrow Fund shall not, to the extent permitted by applicable law, be subject to levy or
attachment or lien by or for the benefit of any creditor of any of the parties hereto (except with respect to
the security interest therein held by Lessor).
4. The cash comprising the Escrow Fund from time to time shall be invested by the Escrow Agent
in such Qualified Investments (as hereinafter defined) in accordance with the written investment
directions of Lessee, which directions shall be set forth in a letter attached hereto as Exhibit E-1.
Interest or other amounts earned and received by the Escrow Agent with respect to the Escrow Fund
shall be deposited in and comprise a part of the Escrow Fund. No investment shall be made that would
cause the Agreement to be deemed to be an azbitrage bond within the meaning of Section 148(a) of the
Internal Revenue Code of 1986, as amended.
For the purpose of this paragraph 4, the term °Qualified Investments" means, to the extent the same
are at the time legal for investment of the funds being invested: (i) direct general obligations of the
United States of America; (ii) obligations, the timely payment of the principal of and interest on which is
fully and unconditionally guaranteed by the United States of America; (iii) general obligations of the
agencies and instrumentalities of the United States of America acceptable to Lessor; and (iv) money
market funds, whose investment parameters target investments in securities as described above in
points (i-iii); or such other investments permitted by a policy duly adopted by Lessee's governing body
and approved by Lessor.
5. Lessor and Lessee hereby authorize the Escrow Agent to take the following actions with respect
to the Escrow Fund:
a. From time to time, the Escrow Agent shall pay the vendor or manufacturer of the Equipment or
Lessee upon receipt of the following: (a) a duly executed Certificate of Acceptance and Payment Request
in the form attached as Exhibit E-2 to this Escrow Agreement approved for payment by Lessor, (b) the
vendor(s) or manufacturer(s) invoice(s) specifying the acquisition price of the Equipment described in
the requisition request, and (c) any additional documentation required by Lessor. Lessor shall not
approve any such payment unless and until Lessee shall have provided to Lessor a payment and
performance bond naming Lessor as a dual obligee and issued by a surety company rated "A" or better
by AM Best.
b. In the event that Lessor provides to the Escrow Agent written notice of the occurrence of an
Event of Default or a nonappropriation by Lessee under the Agreement, the Escrow Agent shall
thereupon promptly remit to Lessor the entire balance of the Escrow Fund.
c. Upon receipt by the Escrow Agent of a duly executed Certificate of Acceptance and Payment
Request identified as the fmal such request, the remaining monies in the Escrow Fund shall, first be
applied to all reasonable fees and expenses incurred by the Escrow Agent in connection herewith as
evidenced by its statement forwazded to Lessor and Lessee; and, second be paid to Lessor, for
application against the outstanding principal components of Rental Payments (as defined in the
Agreement) under the Agreement, as provided therein, unless Lessor directs that payment of such
amount be made in such other manner directed by Lessor that, in the opinion of nationally recognized
counsel in the area of tax-exempt municipal obligations satisfactory to Lessor, will not adversely affect
the exclusion of the interest components of Rental Payments from gross income for federal income tax
purposes. If any such amount is used to prepay principal, the Payment Schedule attached to the
Agreement will be revised accordingly as specified by Lessor.
6. The reasonable fees and expenses of the Escrow Agent incurred in connection herewith shall be
the responsibility of Lessor and are herein defined as the sum of $500.00, for escrow services as
described herein; plus any extraordinary expenses incurred by the Escrow Agent at the request of
Lessor or Lessee.
7. The Escrow Agent shall have no liability for acting upon any written instruction presented by
Lessee and Lessor in connection with this Escrow Agreement which the Escrow Agent in good faith
believes to be genuine. Furthermore, the Escrow Agent shall not be liable for any act or omission in
connection with this Escrow Agreement except for its own gross negligence, willful misconduct or bad
faith. The Escrow Agent shall not be liable for any loss or diminution in value of the Escrow Fund as a
-2-
result of the investment decisions made pursuant to Section 4, Qualified Investments at the direction of
Lessee.
8. To the extent authorized by law, Lessee hereby agrees to indemnify and save the Escrow Agent
harmless against any liabilities which it may incur in the exercise and performance of its powers and
duties hereunder and which are not due to the Escrow Agent's gross negligence or willful misconduct.
No indemnification will be made under this Section or elsewhere in this Escrow Agreement for damages
arising solely out of gross negligence, willful misconduct or bad faith by the Escrow Agent, its officers,
agents, employees, successors or assigns.
9. The Escrow Agent may at any time resign by giving at least 30 days' prior written notice to
Lessee and Lessor, but such resignation shall not take effect until the appointment of the successor
Escrow Agent. The substitution of another bank or trust company to act as Escrow Agent under this
Escrow Agreement may occur by written agreement of Lessor and Lessee. In addition, the Escrow Agent
may be remoSed at any time, w{tkt o~without cause, by instrument in writing executed by Lessor and
Lessee. Such notice shall. set forth the e~eCrive date of the removal. In the event of any resignation or
removal of the Escr~~~ t ~ cces r gs~[ow Agent shall be appointed by an instrument in writing
executed by Lessor and Zesee+~Stt~sei ces~or Escrow Agent shall indicate its acceptance of such
appointment lma~.is5tir~~in.y~itin~delivered to Lessor, Lessee and the predecessor Escrow Agent.
Upon the effective ~,te~o~r~' `tp~n or removal, the Escrow Agent will transfer the Escrow Fund
then held by it to the s o Agent selected by Lessor and Lessee.
t
10. This Escrow Agreement and the Escrow Fund established hereunder shall terminate upon
receipt by the Escrow Agent of the written notice from Lessor specified in Section 5(b) or Section 5(c)
hereof.
11. All notices hereunder shall be in writing, sent by certified mail, return receipt requested, or by
mutually recognized overnight carrier addressed to the other party at its respective address shown on
page 1 of this Escrow Agreement or at such other address as such party shall from time to time
designate in writing to the other parties; and shall be effective on the date or receipt.
12. This Escrow Agreement shall inure to the benefit of and shall be binding upon the parties hereto
and their respective successors and assigns. No rights or obligations of the Escrow Agent under this
Escrow Agreement may be assigned without the prior written consent of Lessor and Lessee.
13. This Escrow Agreement constitutes the entire agreement between the parties hereto with respect
to the subject matter hereof, and no waiver, consent, modification or change of terms hereof shall bind
any party unless in writing signed by all parties.
14. The Escrow Agent may employ agents, attorneys and accountants in connection with its duties
hereunder and shall not be liable for any action taken or omitted in good faith in accordance with the
advice of counsel, accountants or other skilled persons.
15. This Escrow Agreement shall be governed by and be construed and interpreted in accordance
with the internal laws of the State of New York.
[Remainder of Page Intentionally Left Blank.]
-3-
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be duly executed
under seal as of the day and year first above set forth.
LESSOR:
SAULSBURY HILL FINANCIAL, LLC
By:
Name:
Title:
LESSEE: CITY OF ASPEN, CO DO
By:
Name: /I{I a~ ~~ ~~I/
Title: ~ ~'~~~
ESCROW AGENT: DEUTSCHE BANK NATIONAL TRUST COMPANY
By:
Name:
Title:
By:
Name:
Title:
-4-
EXHIBIT E-1
INVESTMENT DIRECTION LETTER
Deutsche Bank National Trust Company
6810 Crumpler Blvd., Suite 100
Olive Branch, MS 38654
Re: Escrow Agreement dated January 28, 2010, by and among Saulsbury Hill Financial, LLC,
as Lessor, City of Aspen, Colorado, as Lessee, and Deutsche Bank National Trust
Company, as Escrow Agent
Ladies and Gentlemen:
Pursuant to the above-referenced Escrow Agreement, $448,618.72 will be deposited in escrow
with you on or about January 28, 2010. Such funds should be invested in Qualified Investments (as
defined in the escrow agreement) as follows:
PLEASE CHECK DESIRED
QIIALIFIED INVESTMENTS:
1.^ Direct general obligations of the United $
States of America;
2 ^ Obligations -the timely payment of the $
principal of and interest on which is fully and
unconditionally guaranteed by the United
States of America;
3 ^ General obligations of the agencies and $
instrumentalities of the United States of
America acceptable to Lessor;
AMOUNT OF
INVESTMENT
4 ^ Money market funds whose investment $
parameters target investments in securities
as described above;
UNLESS SPECIFIC DIRE(:TIONB ARE PROVIDED HY LESSEE (WHETHER OB THE DATE srnurrnF OR IIPON THE
MATURITY OF INVESTMENTS), INVESTMENT SHALL BE MADE IN MONEY MARKET FUNDS AS DESCRffiED IN THE
FOURTH CATEGORY ABOVE.
Very truly yours,
CITY OF ASPEN, COLD O
By: ~~
Name: ~ NC ~ QrV /t~l%
Title: M ~., ~ r
E-1-1
ExHIBIT E-2
CERTIFICATE OF ACCEPTANCE AND PAYMENT REQUEST
Deutsche Bank National Trust Company (the °Escrow Agent°), as escrow agent under that certain
Escrow Agreement dated January 28, 2010 (the `Escrow Agreement"), by and among City of Aspen,
Colorado ("Lessee"), Saulsbury Hill Financial, LLC ("Lessor") and the Escrow Agent, is hereby requested
to pay from the Escrow Fund established and maintained thereunder, the amount set forth below to the
named payee(s). The amount shown is due and payable under a purchase order or contract (or has
been paid by and not previously reimbursed to Lessee). The equipment described below is part or all of
the Equipment listed in the Equipment Schedule to that certain Equipment Lease Purchase Agreement
dated January 28, 2010 (the "Agreement"), between Lessor and Lessee:
DESCRIPTION OF
QUANTITY UNITS OF EQUIPMENT AMOUNT PAYEE
Lessee hereby certifies and represents to and agrees with Lessor as follows with respect to the
Equipment described above: (i) the Equipment has been delivered and installed at the location(s) set
forth in the Equipment Schedule; (ii) a present need exists for the Equipment which need is not
temporary or expected to diminish in the near future; (iii) the Equipment is essential to and will be used
by Lessee only for the purpose of performing one or more governmental functions of Lessee consistent
with the permissible scope of Lessee's authority; (iv) the estimated useful life of the Equipment based
upon the manufacturer's representations and Lessee's projected needs is not less than the term of lease
with respect to the Equipment; (v) 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 as of the date of this Certificate; (vi) the Equipment is covered by insurance
in the types and amounts required by the Agreement; (vii) no Event of Default or nonappropriation, as
such terms are defined in the Agreement, and no event which with the giving of notice or lapse of time
or both, would become an Event of Default or nonappropriation, has occurred and is continuing on the
date hereof; (viii) sufficient funds have been appropriated by Lessee for the payment of all rental
payments due under the Agreement during Lessee's current fiscal year.
Based on the foregoing, Lessor is hereby authorized and directed to fund the acquisition of the
Equipment set forth in the Agreement by paying, or causing to be paid, the manufacturer(s)/vendor(s)
the amounts set forth on the attached invoices from the Escrow Fund held under the Escrow Agreement
in accordance with its terms.
The following documents aze attached hereto and made a part hereof: (a) Original Invoice(s); and/or
(b) Copies of Certificate(s) of Origin, when applicable, designating Lessor as lienholder if any part of the
Equipment consists of motor vehicles, and evidence of filing.
IF REQUEST IS FOR REIMBURSEMENT, CHECK HERE ^. Lessee paid an invoice prior to the
commencement date identified in the Equipment Schedule and is requesting reimbursement for such
payment, a copy of evidence of such payment together with a copy of Lessee's Declaration of Official
Intent and other evidence that Lessee has satisfied the requirements for reimbursement set forth in
Treas. Reg. 1.2F0-2 is hereby attached.
C
-zaq~.~.~''~~.
E-2-1
IF REQUEST IS FINAL REQUEST, CHECK HERE ^. Lessee hereby certifies that the items of
Equipment described above, together with the items of Equipment described in and accepted by
Certificates of Acceptance and Payment Requests previously filed by Lessee with Lessor constitutes all of
the Equipment subject to the Equipment Schedule.
Date:
Approved:
SAULSBURY HILL FINANCIAL, LLC, as Lessor
By:
Name:
Title: _
CITY OF ASPEN, COLORADO, as Lessee
By:
Name:
Title: ~~J2
E-2-2
NOTICE OF ASSIGNbIENT
January 28, 2010
City of Aspen, Colorado
130 S. Galena Street
Aspen, CO 81611
Re: Equipment Lease Purchase Agreement dated as
`Agreement'), between SAULSBURY HILL FINANCIAL
ASPEN, COLORADO (°Lessee')
Ladies and Gentlemen:
of January 28, 2010 (the
LLC (`Lessor") and CITY OF
Please be advised that the undersigned Lessor has assigned all its right, title and interest in, to
and under the Agreement, the Equipment leased thereunder, and the right to receive Rental Payments
thereunder and the payment of the Purchase Price thereunder to Capital One Public Funding, LLC, a
New York limited liability company (°Assignee"), whose mailing address is 265 Broadhollow Road,
Melville, NY 11747, and whose tax identification number is 11-2209667.
All Rental Payments and payment of the Purchase Price due under the Agreement should be
made to the Assignee at the address below or as otherwise instructed by Assignee:
CAPITAL GNE PUBLIC FUNDING, LLC
C~ O DEUTSCHE BANK NATIONAL TRUST CO.
GLOBAL TRANSACTION BANHING~TRUST AND SECURITY SERVICES
6810 CRUMPLER BLVD, SUITE 100
OLIVE BRANCH, MS 38654
Please acknowledge your receipt of this notice and your agreement to make payments due under
the Agreement to Assignee by the signature of a duly authorized officer in the space provided on the
enclosed counterpart of this letter and return it to us at the address set forth below.
Sincerely,
SAULSBURY HILL FINANCIAL, LLC
LESSOR
By:
Name:
Title:
Address: 1754 Lafayette Street
Denver, CO 80218-1117
ACKNOWLEDGED AND AGREED TO:
CITY OF ASPEN, COLORADO
LESSEE
By:
Name: /K /G~ ~/'G Lo~/,('i
Title: 1~,~ s~
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