HomeMy WebLinkAbout790562.tiff RESOLUTION
RE: APPROVAL OF EQUIPMENT LEASE AGREEMENT FOR AN EMI 7070 COMPUTERIZED
TOMOGRAPHY SCANNER FOR HOSPITAL.
WHEREAS, the Board of County Commissioners of Weld County, Colorado,
pursuant to Colorado statute and the Weld County Home Rule Charter, is vested
with the authority of administering the affairs of Weld County, Colorado,
and
WHEREAS, the Weld County General Hospital Board of Trustees has requested
the Colorado Health Facilities Authority to finance, through an Equipment
Lease Agreement to be dated as of November 30, 1979, an EMI 7070 Computerized
Tomography Scanner and related equipment, and
WHEREAS, Boettcher & Company has indicated that it would purchase said
Authority's Lease Participation Certificates relating to the Lease with an
interest component of lease payments equal to eight and one-half percent (8' %)
per annum, in the total amount of SIX HUNDRED NINETY-SEVEN THOUSAND DOLLARS
($697,000) , an amount sufficient to finance the purchase of the CT Scanner and
the costs of issuance of said Certificates, and
WHEREAS, the proposed form of Lease between the Board of Trustees of the
Hospital and said Authority has been presented to the Board of County Commis-
sioners of Weld County, which Lease creates an obligation to pay rent terminating
on December 31, 1979, and which Lease is renewable for terms of not to exceed
one year thereafter until May 18, 1985, and
WHEREAS, Section 25-3-304, Colorado Revised Statutes 1973, as amended,
provides that the Board of Trustees of the Hospital may acquire by lease real
and personal property, and may create indebtedness (in an amount not exceeding
the revenue which may be reasonably expected to be available to the Hospital
in the fiscal year in which such indebtedness is to be created) subject to
the approval of the Board of County Commissioners.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado that said Lease heretofore approved by the Hospital
Board of Trustees be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board of County Commissioners that the
officers of the County are hereby authorized to take any and all actions
necessary to execute said Lease.
S O0O7 ?9CS(va�
The above and foregoing Resolution was, on motion duly made and seconded,
adopted by the following vote on the 28th day of November, A.D. , 1979.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
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Norm��an``/'J'CC//arrlss''on, Chairman
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C. W. Kirby
LLrne to fur
Leonard Roe //
,e9 // ai n,97lL J e K. Steinma rk
Weld County Clerk and Recorder
and Clerk to the Board
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ty County Cle
AP RO D S TO FORM C
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County Attorney
OFFICE OF COUNTY ATTOFIJEY
PHONE (303) 3564000
P.O. BOX 1948
GREELEY,COLORADO 80631
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•
COLORADO
November 30 , 1979
Colorado Health Facilities Authority
3113 E. First Street
Denver, Colorado
Dawson, Nagel, Sherman & Howard
2900 First of Denver Plaza
Denver, Colorado 80202
Re: Colorado Health Facilities
Authority Lease Participation
Certificates (Weld County
General Hospital)
Gentlemen:
The undersigned is counsel for the County of Weld, Colorado (the
"County") and for the Board of Trustees for Weld County General
Hospital (the "Hospital" ) and in connection with the execution
of; (i) an Equipment Lease Agreement dated as of November 30 , 1979
(the "Lease" ) between the Hospital and the Colorado Health Facili-
ties Authority (the "Authority" ) ; (ii) an Assignment dated November
30 , 1979 (the "Assignment") from the Hospital to the Authority;
and (iii) a Fiscal and Transfer Agent Agreement dated as of November
30, 1979 (the "Fiscal Agent Agreement" ) between the Authority and
The First National Bank of Greeley (the "Agent" ) , I have examined
the following:
(i) the Constitution and Statutes of the State of Colorado
in connection with the organization and establishment of the County
of Weld and the Board of Trustees for Weld County General Hospital;
(ii) the proceedings of the County establishing the Board
of Trustees for Weld County General Hospital ;
(iii) the proceedings of the County approving, among other
things, the execution and delivery of the Lease;
Colorado Health Facilities Authority
November 30 , 1979
Page 2
(iv) the proceedings of the Board of Trustees of the Hospital
authorizing the execution and delivery of the Lease and the Assign-
ment; and
(v) executed counterparts of the Lease and the Assignment.
Based upon the foregoing and upon such other examination as I have
deemed necessary or appropriate, I am of the opinion that:
1. The County of Weld is a body corporate and politic duly
organized and existing under the Constitution and laws
of the State of Colorado and has corporate power and
authority to carry out and consummate all transactions
contemplated to be carried out by it by the Lease.
2. The Board of Trustees for Weld County General Hospital
is a body corporate and politic duly organized and exist-
ing under the Constitution and laws of the State of Colo-
rado and has corporate power and authority to carry out
and consummate all transactions contemplated to be carried
out by it by the Lease and Assignment.
3. With respect to the subject of this opinion, the County
and the Hospital have complied with the provisions of
the Constitution and laws of the State of Colorado.
4 . The Board of Trustees of the Hospital and the County have
taken all action necessary to authorize the execution,
delivery, receipt and due performance of the Lease and
the Assignment and such other agreements and documents
that may be required to be executed, delivered and re-
ceived by the Hospital in order to carry out, give effect
to and consummate the transactions contemplated by the
Lease and the Assignment.
5. The Lease and the Assignment have each been duly executed
and delivered by the County and are in full force and
effect and each such agreement or deed, assuming the due
authorization, execution and delivery thereof by the other
parties thereto, constitutes the valid, binding and en-
forceable obligation of the County according to their terms .
6. No additional or further approval, consent or authorization
of the County is required in connection with the partici-
pation of the Hospital or the County in the transactions
contemplated by the Lease or the Assignment.
Colorado Health Facilities Authority
November 30 , 1979
Page 3
7 . The execution, delivery and performance by the Hospital
of the Lease or the Assignment will not violate any pro-
vision of Colorado Law or any applicable judgment, order
or regulation of any court or of any public or governmental
agency or authority of the State of Colorado and will not
conflict with, or result in any breach of any of the
provisions of, or constitute a default under any agree-
ment or instrument to which the County or the Hospital
is a part or by which it is bound.
8 . To the best of my knowledge, thgre is no action, suit,
proceeding or investigation at law or inequity before
or by any court, public board, or body pending or
threatened against or affecting the County or the
Hospital wherein an unfavorable decision, ruling or
finding would adversely affect the transactions con-
templated by the Lease.
Sincerely, II
II ,
A1RobertLowenbach
A sistant County Attorney
JRL:tass
• ',,- r'.1l. y.I p
EQUIPMENT LEASE AGREEMENT
This EQUIPMENT LEASE AGREEMENT dated as of November 30 ,
1979 between Colorado Health Facilities Authority, an independent
public body corporate and politic constituting a public instrumental-
ity under the' laws and Constitution of the State of Colorado, as
lessor ( "Lessor" ) , and the Board of Trustees for Weld County General.
Hospital , a body corporate and politic organized and existing under
the Constitution and laws of the State of Colorado , as lessee
( "Lessee" ) ;
W I T N E S S E T H :
WHEREAS , Lessor desires to lease the Equipment (as herein-
after defined ) to Lessee , and Lessee desires to lease the Equipment
from Lessor , pursuant to the terms and conditions and for the pur-
poses set forth in this Equipment Lease Agreement. ( "Lease" ) ; and
WHEREAS , Lessee is authorized to enter into this Lease for
the purposes set forth herein;
NOW, THEREFORE, for and in consideration of the premises
hereinafter contained , the parties hereto agree as follows:
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Article I
Lease of Equipment; Financing of Equipment
Section 1. 1 Agreement to Lease. Lessor agrees to lease to Lessee,
and Lessee agrees to lease from Lessor , the equipment consisting of a
computerized tomography scanner as more fully described in Exhibit
1 . 1 ( "Equipment" ) . Lessee agrees to assign all right , title and
interest to the Equipment and under its Agreement for Purchase of EMI
Equipment with the Vendor (as hereinafter defined) ' to Lessor .
Section 1 . 2 Title. During the term of this Lease, title to the
Equipment will remain in Lessor . Lessor at all times will have
access to the Equipment for the purpose of inspection. The Equipment
shall be clearly marked to indicate that Lessor is the owner of such
Equipment . In the event of termination of this Lease for any reason
other than purchase of the Equipment by Lessee, Lessee shall return
the Equipment to Lessor at any destination in the State of Colorado
specified by Lessor . Upon the payment of all rent payable pursuant
to Section 4 . 1 for the Original Term and all. Renewal Terms, title to
the Equipment shall vest in Lessee.
Section 1. 3 Agreement to Issue Lease Participation Certificates. In
order to provide funds to purchase the Equipment, pay certain financ-
ing costs, and remodel Lessee ' s facility in connection therewith ,
Lessor will authorize and issue the Lease Participation Certificates
(as hereinafter defined) as provided in the Fiscal and Transfer Agent
Agreement.
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Article II
Definitions
The following terms will have the meanings indicated below
unless the context clearly requires otherwise :
"Construction Fund" means the fund created under Section
3 . 01 of the Fiscal and Transfer Agent Agreement.
"Debt Service Fund" means the fund created under Section
3. 02 of the Fiscal and Transfer Agent Agreement .
"Equipment" means the property described in Section 1. 1 and
Exhibit 1 . 1 which Lessor is leasing to Lessee .
"Fiscal and Transfer Agent" means The First National Bank
of Greeley, a bank organized under the laws of the United States of
America, with its principal offices located in Greeley, Colorado, or
any successor .
"Fiscal and Transfer Agent Agreement" means the agreement
entered into concurrently with the execution of this Lease between
Lessor and Fiscal and Transfer Agent.
"Funds" means funds of Lessee legally available to make
rent payments under Article IV of this Lease other than funds attrib-
utable to or derived from general ( ad valorem) property taxes .
"Governing Body" means the Board of Trustees of Lessee or
any successor governing body of Lessee.
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"Lease Participation Certificates" means the certificates
evidencing an interest in the payments hereunder so designated in the
Fiscal and Transfer Agent Agreement .
"Option to Purchase Price" means the amount which Lessee
must pay Lessor to purchase the Equipment , as determined by the
schedule set forth in Exhibit 5. 1 .
"Original Term" means the period from the date of execution
and delivery of this Lease until the end of the fiscal year of Lessee
in effect at the commencement date , as set forth in Section 3 . 2 .
"Renewal Term" means any one of the additional periods of
one year coextensive with Lessee ' s fiscal year (provided that the
last such period shall be for a period from January 1 to May 18) , for
which this Lease is effective , as set forth in Section 3. 2.
"Term" or "term of this Lease" means the Original Term and
all Renewal Terms provided for in this Lease under Section 3. 2.
"Vendor" means the manufacturer of the Equipment (or the
manufacturer ' s agent or dealer ) from whom Lessor is purchasing the
Equipment, being EMI Medical Inc.
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Article III
Lease Term
Section 3 . 1 Commencement. The term of this Lease shall commence as
of the date of execution and delivery of this Lease .
Section 3 . 2 Duration of Lease . This Lease will continue until the
end of the fiscal year of Lessee in effect at the date of execution
and delivery of this Lease. Thereafter , this Lease may be extended
for successive additional periods of one year coextensive with
Lessee ' s fiscal year up to six such additional periods (provided that
the last such period shall be for a period from January 1 to May 18) ,
Lessee may extend this Lease by giving Lessor and Fiscal and Transfer
Agent notice in writing at least 30 days prior to the end of the
Original Term or Renewal Term then in effect . Lessee reasonably
believes that it will have a need for the Equipment for the duration
of the Original Term and all Renewal Terms provided under this Lease
and that Funds will be available and appropriated to make all pay-
ments for the Original Term and all Renewal Terms provided under this
Lease . Lessee will perform all acts lawfully within its power to
obtain and maintain Funds from which rent payments may be made ,
including making provision for such payments to the extent necessary
in each annual budget of Lessee .
Lessee will notify Lessor in writing at least 60 days prior
to the expiration of the Original or any Renewal Term if Funds are
not available for the payments required under this Lease by reason of
nonappropriation or nonavailability of Funds as set forth above .
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Section 3 . 3 Non-Substitution of Equipment in the Event of Certain
Terminations . To the maximum extent permitted by law, if this Lease
is terminated for any reason other than the purchase of the Equipment
by Lessee prior to the expiration of all Renewal Terms provided in
this Lease pursuant to Article V hereof , Lessee will not purchase,
lease , or rent equipment performing functions similar to those per-
formed by the Equipment , and will not permit functions similar to
those performed through use of the Equipment to be performed by its
own employees or by any agency or entity affiliated with or hired by
Lessee until after the time at which all Renewal Terms provided in
this Lease would have expired but for such termination .
Notwithstanding the above , the restrictions of this Section 3. 3 will
not be applicable in, the event the Equipment is liquidated by Lessor ,
• and Lessee pays to Lessor any amount equal to the then applicable
Option to Purchase Price specified in Exhibit 5. 1 , less any amount
realized by Lessor as a result of liquidation of the Equipment.
Section 3 . 4 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 renew this Lease pur-
suant to Section 3 . 2.
( b) the exercise by Lessee of any option to purchase
granted in this Lease by which Lessee purchases the Equipment .
(c) a default by Lessee and Lessor' s election to terminate
this Lease under Article IX.
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Section 3. 5 Sale of Equipment . In the event of termination of this
Lease prior to the expiration of all Renewal Terms, Lessee and Lessor
agree that the Fiscal and Transfer Agent shall sell the Equipment and
distribute the proceeds of such sale (after deducting the costs of
repossessing, repairing , storing , moving and selling the Equipment,
including attorneys' fees) to each holder of a Lease Participation
Certificate in the proportion which the total payments listed on
Schedule 1 to each Lease Participation Certificate for all Renewal
Terms which have not expired, bears to the total of such payments on
all outstanding Lease Participation Certificates. Lessee agrees that
the Fiscal and Transfer Agent may have such access to its facilities
as is necessary to effect the removal and sale of the Equipment .
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Article IV
Rent
Section 4 . 1 Amount . Lessee will pay as rent for the use of the
Equipment an initial payment of $ (which shall constitute
interest in its entirety) payable on or before December 30, 1979 and
subsequent payments on the dates and in the amounts set forth in
Exhibit 4. 1 . Lessee shall pay all rent payments under this section
to the Fiscal and Transfer Agent for credit to the Debt Service
Fund . Lessee shall have no power to make such rent payments from any
source other than the Funds .
Section 4 . 2 Portion of Rent Attributable to Interest. The portion of
each rent payment which is paid as, and is representative of , inter-
est is set forth in Exhibit 4 . 1 .
Section 4 . 3 No Right to withhold . Notwithstanding any dispute
between Lessor and Lessee, Lessee will make all payments of rent when
due , without withholding any portion of such rent, pending final res-
olution of such dispute by mutual agreement between Lessor and Lessee
or by a court of competent jurisdiction.
Section 4 . 4 Payment of Lessor Fees and Expenses. Lessee agrees that
it will pay to Lessor as full payment of its fees and expenses in
accordance with the Preliminary Agreement between Lessee and Lessor ,
the amount of $ 8 , 645 . The Lessee shall direct the Fiscal and
Transfer Agent to make such payment from the Construction Fund .
Lessee shall have no power to make any payments under this Section
from any source other than the Funds or the proceeds of the Lease
Participation Certificates in the Construction Fund .
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Article V
Purchase of Equipment
Section 5. 1 Annual Option to Purchase Price. Lessee may purchase the
Equipment from Lessor at a price equal to the amount set forth in
Column "A+" on Exhibit 5. 1 and at the time or times set forth in
Column "B" on Exhibit 5. 1. Lessee shall have no power to make such
purchase from any source other than the Funds.
Section 5. 2 Manner of Exercise of Option. To exercise the option
granted in Section 5. 1 , Lessee must deliver to Lessor written notice
of such election, specifying the date on which the Equipment is to be
purchased , at least 30 days prior to the purchase date specified in
such notice , and make payment of the purchase price on such date.
Section 5. 3 Conditions of Exercise to Option. Lessee may purchase
the Equipment pursuant to the option granted by Section 5.1 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 ) .
•
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Article VI
Construction Fund; Debt Service Fund
Section 6 . 1 Cost of Construction . Lessee shall pay all costs of
acquisition of the Equipment and of remodeling necessary to accomo-
date the Equipment which became due and payable prior to shipment of
the Equipment by the Vendor . Lessee may request reimbursement of
such costs paid only in accordance with Section 6 . 2 hereof.
Section 6 . 2 Disbursements. Fiscal and Transfer Agent shall make pay-
ments from the Construction Fund in accordance with the following
schedule:
A. Upon delivery of the Lease Participation Certificates,
the Fiscal and Transfer Agent shall pay the Lessor the amount of
$8 , 645, representing full payment of Lessee' s obligations pursuant to
Section 4 . 4 hereof and shall pay all other expenses of issuance of
the Lease Participation Certificates, i .e, the bond council fees and
expenses , and the initial fee of Fiscal and Transfer Agent .
B. Upon receipt of proof of shipment from Vendor , Fiscal
and Transfer Agent shall pay the Vendor the sum of $399 , 863 . 40 .
C. Upon receipt of the executed Acceptance Certificate in
the form attached as Exhibit 10. 5 , the Fiscal Agent shall pay to
Vendor the sum of $83, 287 . 80, shall reimburse to Lessee the sum of
$133 , 287 . 80 ( paid by Lessee to Vendor pursuant to Section 6. 2
hereof) .
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D. Upon instructions from the Lessee, Fiscal and Transfer
Agent shall pay to Vendor the remaining amount of $50 , 000 due in
respect of the Equipment .
Section 6 . 3 Completion. If there are any moneys remaining on deposit
in the Construction Fund not required by Lessee in connection with
payment of costs for such acquisition of the Equipment, such moneys
shall be deposited by Fiscal and Transfer Agent into the Debt Service
Fund , and shall act as a credit to amounts otherwise required to be
paid into the Debt Service Fund by Lessee pursuant to Section 4 . 1
hereof .
Section 6 . 4 Investment . Moneys held for the credit of the
Construction Fund and the Debt Service Fund shall , as nearly as may
be practicable, be continuously invested and reinvested by Fiscal and
Transfer Agent pursuant to direction by Lessee in Governmental
Obligations or interest-bearing certificates of deposit or time
deposits as provided by this Section which shall mature , or which
shall be subject to redemption by the holder thereof at the option of
. such holder , not later than the respective dates when moneys held for
the credit of such Funds will be required for the purpose intended
hereunder . As used in this Section, "Governmental Obligations" means
direct obligations of, or obligations the principal of and the inter-
est on which are unconditionally guaranteed by, the United States of
America , any bond, debenture, note or other similar obligation issued
by the United States of America or any agency thereof, or in short-
term discount obligations of the Federal National Mortgage
Association. Any of the moneys in any such Funds, if then permitted
by law, may be invested in interest-bearing certificates of deposits
or time deposits ; provided , however, that each such interest-bearing
time deposit shall permit the money so invested to be available for
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use when required and , further provided , that each such
interest--bearing time deposit or certificate of deposit ( to the
extent it is not covered by Federal Deposit Insurance or Federal
Savings and Loan Insurance) shall be continuously secured by pledging
as collateral security with a bank or trust company, as custodian,
approved by Lessee and Fiscal and Transfer Agent , Governmental
Obligations as hereinabove defined having a market value at all times
(exclusive of accrued interest) not less than the amount of each such
interest-bearing certificate of deposit or time deposit. Any such
certificate of deposit or time deposit may be purchased from or held
by the Fiscal and Transfer Agent, or bank affiliated therewith.
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Article VII
Representations , Covenants , and Warranties of
Lessee
Lessee represents , covenants, and warrants as follows :
Section 7.1 Status of Lessee . Lessee is a body corporate and poli-
tic , existing under the laws of the State of Colorado.
Section 7 . 2 Authorization to Execute Lease. Lessee is authorized by
the Constitution and laws of the State of Colorado to enter into the
transactions contemplated by this Lease , and to effect all of
Lessee ' s obligations under this Lease. Lessee has duly authorized
the execution and delivery of this Lease .
Section 7. 3 Satisfaction of Procedures and Funding Requirements. All
procedures including any legal bidding requirements, have been met by
Lessee prior to the execution of this Lease, and all rent and other
payment obligations will be paid only out of the Funds .
Section 7 . 4 Preservation of Warranties and Guarantees. Lessee will.
use and service the Equipment in accordance with the Vendor ' s
instructions and in such a manner as to preserve all warranties and
guarantees with respect to the Equipment .
Section 7 . 5 Approval of Agency. The acquisition of the Equipment and
the remodeling in connection therewith has been reviewed and approved
by the appropriate regional and state planning agency and Lessee has
been granted the appropriate certificate by such agency.
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Section 7 . 6 Release and Indemnification Covenants. Lessee agrees to
protect and defend Lessor , the State of Colorado, agencies of the
State of Colorado , members , servants , officers, employees and other
agents, now or hereafter , of said State or Lessor and further agrees
to hold the aforesaid harmless from any claim, demand, suit, action
or other proceeding whatsoever (except for any misrepresentation or
any willful or wanton misconduct or negligence) by any person or
entity whatsoever except Lessor , arising or purportedly arising from
this Lease , the Lease Participation Certificates , the Fiscal and
Transfer Agent Agreement, or the transactions contemplated thereby or
the acquisition , construction , and installation of the Equipment .
Lessee shall have no power to make any payment under this Section
from any source other than the Funds .
Lessee releases the members , officers, employees and other
agents of Lessor from, agrees that the members, officers, employees
and other agents of Lessor shall not be liable for , and agrees to
hold the members , officers , employees and or agents of Lessor harm-
less against any expenses or damages incurred because of any lawsuit
' commenced as a result of action taken by the Lessor in good faith
with respect to this Lease , the Fiscal and Transfer Agent Agreement
or the Lease Participation Certificates , and Lessor shall promptly
give written notice to Lessee with respect thereto. All covenants,
stipulations, promises , agreements and obligations of Lessor con-
tained herein shall be deemed to be the covenants , stipulations ,
promises , agreement and obligations of Lessor and not of any member,
officer or employee of Lessor in his individual capacity, and no
recourse shall be had for the payment of the principal of, premium,
if any, or interest on the Lease Participation Certificates or for
any claim based thereon or hereunder against any member , officer or
employee of the Lessor or any natural person executing the Lease
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Participation Certificates. Recourse against Lessor shall be limited
to the Equipment.
Section 7. 7 Arbitrage. Lessee hereby covenants and represents for
the benefit of the Lessor and the holders of the Lease Participation
Certificates that it will not make , or permit, any use of the pro-
ceeds of the Lease Participation Certificates or take any other
action which will cause the Lease Participation Certificates or
which, if it had been reasonably expected on the date of delivery of
the Lease Participation Certificates , would have caused the Lease
Participation Certificates to be "arbitrage bonds" within the meaning
of Section 103 ( c) of the Internal Revenue Code and the regulations
prescribed thereunder. Lessee covenants that it will comply with the
• applicable requirements of Section 103 (c) and the regulations pre-
scribed thereunder , as the same may be amended from time to time, so
long as the Lease Participation Certificates are outstanding . Lessee
shall deliver to Lessor certificates in such reasonable form as
Lessor shall specify upon which the Lessor may rely in furnishing the
certificates required or permitted pursuant to Section 103( c) .
Section 7 . 8 Representations , Covenants , Warranties, and Obligations
to be Cumulative. 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 .
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Article VIII
Representations, Covenants, and Warranties of
Lessor
Section 8. 1 Enjoyment. During the term of this Lease, Lessor will
provide Lessee with quiet use and enjoyment of. the Equipment, without
suit , or hindrance from Lessor , except upon default by Lessee, as set
forth in this Lease.
Section 8. 2 Disclaimer of Warranties and Status of Lessor, Etc. .
Lessee has selected the Equipment and desires to lease the Equipment
for use in the performance of its proprietary functions. Lessor' s
only role in the transfer of possession of the Equipment is the
facilitation of the financing of the Equipment by Lessor' s agreement
to purchase the Equipment and to lease the Equipment to Lessee .
Lessor will not be liable for specific performance or for damages if
the Vendor 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 sim-
ilar equipment) and does not inspect the Equipment prior to delivery
to Lessee . FOR PURPOSES 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, SUITA-
BILITY, OR MERCHANTABILITY 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
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guarantees , express or implied , pertinent to the Equipment, and
Lessor authorizes 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.
•
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Article IX
Default
Section 9. 1 Events of Default. Lessee will be in default under this
Lease upon the happening of any one or more of the following events:
( a) Lessee fails to make any rent payment or other payment
( including , without limitation, insurance premiums, taxes, utilities,
fines , and fees) when due ; or
(b) Lessee fails to satisfy promptly any representation,
covenant , warranty, or other obligation under this Lease or under any
• other agreement between Lessor and Lessee ; or
(c) Lessee comes within the jurisdiction of any court as
debtor under any bankruptcy, reorganization, or similar law, whether
or not such law is in existence on the date this Lease commences .
Section 9 . 2 Remedies on Default. To the maximum extent permitted by
law, upon any event of default , Lessor , or the Fiscal and Transfer
Agent as assignee of Lessor , may in its sole discretion pursue any
one or more of the following remedies (which will be exercisable
cumulatively and concurrently or separately) :
( a) terminate this Lease , repossess the Equipment , and
lease ( free and clear of any interest of Lessee in the Equipment) all
or any portion of the Equipment to such other persons as Lessor , or
the Fiscal and Transfer Agent as assignee of Lessor , may elect,
applying the proceeds of any such lease (after deducting reasonable
costs of repossessing , repairing , storing , moving , and leasing the
•
• -18-
Equipment, including attorneys' fees) against any rent unpaid for the
remainder of the Original or Renewal Term then in effect and any
other amounts owed to Lessor under this Lease (exclusive of rent pay-
ments for any Renewal Term not then in effect) at the time of
Lessor ' s election under this paragraph.
(b) terminate this Lease , repossess the Equipment , and
sell ( free and clear of any interest of Lessee in the Equipment) all
or any portion of the Equipment at any public or private sale without
demand or notice of intention to sell , applying the proceeds of such
sale ( after deducting the costs of repossessing, repairing , storing,
moving , and selling the Equipment, including attorneys' fees) against
any rent unpaid for . the remainder of the Original or Renewal Term
then in effect and any other amounts owed to Lessor under this Lease
(exclusive of rent payments for any Renewal Term not then in effect)
at the time of Lessor ' s election under this paragraph . Any other
amounts shall be distributed to holders of the Lease Participation
Certificates in the same manner as provided in Section 3. 5 hereof.
( c) any remedy available at law or in equity.
Section 9 . 3 Waiver of Certain Damages . With respect to all of the
remedies of Section 9 . 2, Lessee expressly waives any damages occa-
sioned by Lessor ' s ( or Fiscal and Transfer Agent ' s) reasonable
actions to effect repossession of the Equipment .
Section 9 . 4 Interest on Unpaid Rent. In addition to all of the reme-
dies in Section 9. 2, Lessee will be liable to the maximum extent per-
mitted by law for interest on any unpaid rent or other payment under
this Lease at the rate of ten percent per annum.
-19-
Article X
Net Lease
Section 10. 1 Interpretation. This Lease for all purposes will be
treated as a net lease .
Section 10 . 2 Taxes and Fees . The Lessor represents that, under
Colorado law in effect on the date of this Lease , no property,
license , sales or use taxes may be levied or assessed on the
Equipment. However , in the event that any such taxes are ever val-
idly levied or assessed on the Equipment, Lessee agrees to pay all
property, license, sales or use 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 renta]. or earnings arising from any such
disposition. Lessee may in good 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. Prior to commencement of any such
action , Lessee shall deposit into escrow the amount in dispute, with
an escrow agent agreeable to Lessor .
•
Section 10. 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
-20-
Equipment, such changes or additions will be made by Lessee at its
own expense .
Section 10 . 4 Utilities . Lessee will pay all charges for gas, water ,
steam, electricity, light, heat or power , telephone, or other utili-
ties 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 inter-
ruption of any such services .
Section 10. 5 Inspection by Lessee. After the execution and delivery
by Lessee of the Acceptance Certificate attached as Exhibit 10. 5, it
shall be conclusively presumed that Lessee has inspected and has
' accepted the Equipment as being in good condition and repair .
•
-21-
Article XI
Use, Repairs , Alterations , and Liens
Section 11 . 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 per-
sonal property notwithstanding 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 on real property.
Section 11 . 2 Repairs . Lessor understands the Lessee will enter into
a one-year service contract with Vendor for the Equipment, which may
be renewed. To the extent any costs of service maintenance or repair
of the Equipment are not covered by such agreement, 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 replace-
ment 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 to
the same extent as the Equipment originally covered by this Lease.
Section 11. 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
-22-
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 miscellaneous equipment. Subject to the obliga-
tions described above, Lessee may remove such miscellaneous equipment
upon termination of this Lease, if the removal of such miscellaneous
equipment will not 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 Sections 1.0. 3 and
11 . 2 . Any alterations , changes , modifications , additions , and
improvements made to the Equipment , other than miscellaneous equip-
ment installed as set forth above, immediately will become a part of
the Equipment and will be covered by this Lease to the same extent as
the Equipment originally covered by this Lease .
Section 11. 4 Liens . 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 mort-
gage , pledge , lien , charge, encumbrance, or claim if the same arises
at any time . If Lessee does not take such action upon written
request by Lessor or Fiscal and Transfer Agent , Lessee will be in
default hereunder .
•
-23-
Article XII
Insurance and Damage to or Destruction of the
Equipment
Section 12.1 Insurance . Lessee at its own cost will cause casualty
insurance , public liability insurance, and property damage insurance
to be carried and maintained on the Equipment, with all such cover-
ages 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, and with such insurers , as are acceptable to Lessor . Lessee
will cause Lessor and Fiscal and Transfer Agent to be the named
• insureds on such policies as their interests under this Lease may
appear . Insurance proceeds from casualty and property damage losses
will be payable to the Lessor and Fiscal and Transfer Agent. Lessee
will deliver to Lessor and Fiscal and Transfer Agent the policies or
evidences of insurance satisfactory to Lessor and Fiscal and Transfer
Agent , together with receipts for the initial premiums before the
Equipment is delivered to Lessee. Renewal policies , together with
receipts showing payment of the applicable premiums, will be deliv-
ered to Lessor at least 30 days before termination of the policies
being renewed . By endorsement upon the policy or by independent
instrument furnished to Lessor , each insurer will agree that it will
give Lessor at least 30 days' written notice prior to cancellation or
alteration of the policy. Lessee also will carry workmen's compensa-
tion insurance covering all employees working on , in, or about the
Equipment , and will require any other person or entity having employ-
ees working on, in, or about the Equipment to carry such coverage,
and will furnish to Lessor upon request certificates evidencing such
coverages throughout the term of this Lease. Lessee also will carry
-24-
medical liability insurance covering , among other things , claims
arising from professional services rendered or performed in connec-
tion with the Equipment , with primary limits of not less than
$1, 000, 000 per occurrence and not less than $3,000,000 in the aggre-
gate with respect to injury or death.
Section 12 . 2 Damage to or Destruction of the Equipment . If 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 at the earliest possible date 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 12. 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 repair
or replacement , such proceeds will be credited against the amount
owed by Lessee to Lessor , as determined under Article IX. No loss,
theft , destruction, or damage to the Equipment will impose any obli-
gation on Lessor under this Lease , and this Lease will continue in
full force and effect regardless of such loss, theft, destruction, or
damage. Lessee assumes all risks and 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 prop-
erty 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 is to Lessee' s property or to the property of
others.
-25-
Article XIII
Miscellaneous
Section 13 . 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 .
Lessee agrees that Lessor may impose on the Equipment such plates or
other means of identification as are necessary to indicate that the
Equipment is subject to this Lease and the restrictions set forth in
this Section .
Section 13. 2 Assignment and Sublease by Lessor. Lessor may assign,
transfer and pledge this Lease to the Fiscal and Transfer Agent pur-
suant to the Fiscal and Transfer Agreement. Lessee will make all
payments pursuant to Sections 4 . 1 and 5. 1 hereof directly to the
Fiscal and Transfer Agent. Lessee consents to such assignment.
. Section 13.3 Addresses . All notices and payments under this Lease
will be mailed or delivered, (a) if to Lessee, at Administrator, Weld
County General Hospital , Greeley, Colorado, and (b) if to Lessor , at
Executive Director , Colorado Health Facilities Authority, 3113
E. Third Avenue, Denver , Colorado, until either Lessee or Lessor
gives written notice to the other specifying a different address.
Section 13 . 4 Manner of Payment. All payments by Lessee will be made
in a manner acceptable to Lessor and the Fiscal and Transfer Agent.
Section 13 . 5 Nonwaiver . No breach by Lessee in the satisfaction of
any representation, covenant , warranty, or obligation may be waived
-26-
except by the written consent of Lessor , and any such waiver will not
operate as a waiver of any subsequent breach.
Section 13. 6 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 13. 7 Entire Agreement; Addendum. This Lease and the attached
Exhibits constitute the entire agreement between Lessor and Lessee
and supersede any prior agreement between Lessor and Lessee with
respect to the Equipment , except as is set forth in any Addendum
which is made a part of this Lease and which is signed by Lessor and
. Lessee and except for the Lease Participation Certificate Purchase
Agreement dated November 9, 1979 by and among the Lessor , the Lessee
and Boettcher & Company .
Section 13. 8 Amendments. This Lease may be amended only by a written
document signed by Lessor and Lessee .
Section 13 . 9 Inurement. Subject to the restrictions in Section 13.1,
this Lease is binding upon and inures to the benefit of Lessor and
Lessee and their respective successors and assigns.
Section 13. 10 Governing Law. This Lease is governed by the laws of
the State of Colorado.
Section 13. 11 Venue. Venue for all proceedings arising out of this
Lease shall be the District Court for the City and County of Denver ,
Colorado.
•
-27 •
-
Section 13 . 12 Headings . Headings used in this Lease are for
convenience of reference only and the interpretations of this Lease
will be governed by the text only.
EXECUTED this 30th day of November , 1979 .
COLORADO HEALTH FACILITIES
AUTHORITY, LESSOR
By 7W o2
// Title :
(SEAL) U- 4 e ti APa—ter /
Attest :
1ECecutive Director
THE BOARD OF TRUSTEES FOR WELD
COUNTY GENERAL HOSPITAL, LESSEE
� E� �i, ti
By •
Vice-President of the Board of
Trustees
(SEAL )
Attest :
C -c�� 11,2- t AY
Secretary of the Board of
Trustees
-28 •
-
STATE OF COLORADO
SS .
CITY AND COUNTY OF DENVER
The foregoing instrument was acknowledged before me this
gyp` day of November , 1979 , byif,U1 Vgairman of the
Board of Directors of The Colorado Health Facilities Authority.
WITNESS my hand and official seal .
My commission expires QIln ��
STATE OF COLORADO
SS .
WELD COUNTY
The foregoing instrument was acknowledged before me this
rrelf — WF� Vice-President of
day of November , 1979 , by �171urf
the Board of Trustees for Weld County General Hospital .
WITNESS my hand and official seal .
My commission expires
Notary Publ
jSEAL]
-29-
EXHIBIT 1 . 1
LEASED EQUIPMENT
EMI Medical, Inc. 7070 Whole Body Computerized
Tomography Scanner, including:
EMI 7110/7112 Gantry/Couch/High Voltage
EMI 7205 High Voltage Power Supply
EMI 7305 Data Acquisition
EMI 7405 System Processor
EMI 7420 Image Processor
EMI 7520 Diagnostic Console
EMI 7530 Operator Console w/Diagnostics
Preview Scan Localization
Sagittal/Coronal Reconstruction
EMI 7600 Magnetic Tape Unit
EMI 7617 192 Mbyte System Disc
EMI 7720 Line Printer
EMI 7550 Matrix Multi Imager
Accessory Kit
Included with this system:
2 System Disc Packs
2 System Phantom Kits
EXHIBIT 4 . 1
SCHEDULE OF PAYMENTS
PRINCIPAL AMOUNT AMOUNT
PAYMENT OUTSTANDING ATTRIBUTABLE ATTRIBUTABLE TOTAL
DATE AFTER PAYMENT TO INTEREST TO PRINCIPAL PAYMENT
12/31/1979 $697 , 000 . 00 $ 4 , 937 . 08 -0- $ 4 , 937 . 08
6/18/1980 $687 , 637 . 06 $27 , 647 . 67 $ 9 , 362 . 94 $37 , 010 . 61
7/18/1980 $678 , 207 . 80 $ 4 , 870 . 76 $ 9 , 429 . 26 $14 , 300 . 02
8/18/1980 $668 , 711. 75 $ 4 , 803 . 97 $ 9 , 496 . 05 $14 , 300 . 02
9/18/1980 $659 , 148 . 44 $ 4 , 736 . 71 $ 9 , 563 . 31 $14 , 300 . 02
10/18/1980 $649 , 517 . 39 $ 4 , 668 . 97 $ 9, 631. 05 $14 , 300 . 02
11/18/1980 $639 , 818 . 12 $ 4 , 600 . 75 $ 9 , 699 . 27 $14 , 300 . 02
12/18/1980 $630 , 050 . 15 $ 4 , 532 . 05 $ 9 , 767 . 97 $14 , 300 . 02
1/18/1981 $620 , 212 . 99 $ 4 , 462 . 86 $ 9 , 837 . 16 $14 , 300 . 02
2/18/1981 $610 , 306 . 15 $ 4 , 393 . 18 $ 9 , 906 . 84 $14 , 300 . 02
3/18/1981 $600 , 329 . 13 $ 4 , 323 . 00 $ 9 , 977 . 02 $14 , 300 . 02
4/18/1981 $590 , 281 . 44 $ 4 , 252 . 33 $10 , 047 . 69 $14 , 300 . 02
5/18/1981 $580 , 162 . 58 $ 4 , 181 . 16 $10 , 118 . 86 $14 , 300 . 02
6/18/1981 $569 , 972 . 04 $ 4 , 109 . 48 $10 , 190 . 54 $14 , 300 . 02
7/18/1981 $559 , 709 . 32 $ 4 , 037 . 30 $10 , 262 . 72 $14 , 300 . 02
8/18/1981 $549 , 373 . 91 $ 3 , 964 . 61 $10 , 335 . 41 $14 , 300 . 02
9/18/1981 $538 , 965 . 29 $ 3 , 891 . 40 $10 , 408 . 62 $14 , 300 . 02
10/18/1981 $528 , 482 . 94 $ 3 , 817 . 67 $10 , 482 . 35 $14 , 300 . 02
11/18/1981 $517 , 926 . 34 $ 3 , 743 . 42 $10 , 556 . 60 $14 , 300 . 02
12/18/1981 $507 , 294 . 96 $ 3, 668 . 64 $10 , 631 . 38 $14 , 300 . 02
1/18/1982 $496 , 588 . 28 $ 3 , 593 . 34 $10 , 706 . 68 $14 , 300 . 02
2/18/1982 $485 , 805 . 76 $ 3 , 517 . 50 $10 , 782 . 52 $14 , 300 . 02
3/18/1982 $474 , 946 . 86 $ 3 , 441 . 12 $10 , 858 . 90 $14 , 300 . 02
4/18/1982 $464 , 011 . 05 $ 3 , 364 . 21 $10 , 935 . 81 $14 , 300 . 02
5/18/1982 $452 , 997 . 77 $ 3 , 286 . 74 $11, 013 . 28 $14 , 300 . 02
6/18/1982 $441, 906 . 48 $ 3 , 208 . 73 $11, 091 . 29 $14 , 300 . 02
7/18/1982 $430 , 736 . 63 $ 3 , 130 . 17 $11, 169 . 85 $14 , 300 . 02
8/18/1982 $419 , 487 . 66 $ 3 , 051. 05 $11, 248 . 97 $14 , 300 . 02
9/18/1982 $408 , 159 . 01 $ 2 , 971 . 37 $11, 328 . 65 $14 , 300 . 02
10/18/1982 $396 , 750 . 12 $ 2 , 891. 13 $11, 408 . 89 $14 , 300 . 02
11/18/1982 $385 , 260 . 41 $ 2 , 810 . 31 $11, 489 . 71 $14 , 300 . 02
12/18/1982 $373 , 689 . 32 $ 2 , 728 . 93 $11, 571 . 09 $14 , 300 . 02
1/18/1983 $362 , 036 . 27 $ 2 , 646 . 97 $11, 653 . 05 $14 , 300 . 02
2/18/1983 $350 , 300 . 67 $ 2 , 564 . 42 $11, 735 . 60 $14 , 300 . 02
3/18/1983 $338 , 481 . 95 $ 2 , 481 . 30 $11 , 818 . 72 $14 , 300 . 02
4/18/1983 $326 , 579 . 51 $ 2 , 397 . 58 $11, 902 . 44 $14 , 300 . 02
5/18/1983 $314 , 592 . 76 $ 2 , 313 . 27 $11, 986 . 75 $14 , 300 . 02
6/18/1983 $302 , 521. 11 $ 2 , 228 . 37 $12 , 071 . 65 $14 , 300 . 02
7/18/1983 $290 , 363 . 95 $ 2 , 142 . 86 $12 , 157 . 16 $14 , 300 . 02
8/18/1983 $278 , 120 . 67 $ 2 , 056 . 74 $12 , 243 . 28 $14 , 300 . 02
PRINCIPAL AMOUNT AMOUNT
PAYMENT OUTSTANDING ATTRIBUTABLE ATTRIBUTABLE TOTAL
DATE AFTER PAYMENT TO INTEREST TO PRINCIPAL PAYMENT
9/18/1983 $265 , 790. 67 $ 1, 970 . 02 $12 , 330 . 00 $14 , 300 . 02
10/18/1983 $253 , 373 . 33 $ 1, 882 . 68 $12 , 417 . 34 $14 , 300 . 02
11/18/1983 $240 , 868 . 04 $ 1, 794 . 73 $12 , 505 . 29 $14 , 300 . 02
12/18/1983 $228 , 274 . 17 $ 1, 706 . 15 $12 , 593 . 87 $14 , 300 . 02
1/18/1984 $215 , 591. 09 $ 1, 616 . 94 $12 , 683 . 08 $14 , 300 . 02
2/18/1984 $202 , 818 . 17 $ 1, 527 . 10 $12 , 772 . 92 $14 , 300 . 02
3/18/1984 $189 , 954 . 78 $ 1, 436 . 63 $12 , 863 . 39 $14 , 300 . 02
4/18/1984 $177 , 000 . 27 $ 1, 345 . 51 $12 , 954 . 51 $14 , 300 . 02
5/18/1984 $163 , 954 . 00 $ 1, 253 . 75 $13 , 046 . 2.7 $14 , 300 . 02
6/18/1984 $150 , 815 . 32 $ 1, 161. 34 $13 , 138 . 68 $14 , 300 . 02
7/18/1984 $137 , 583 . 58 $ 1, 068 . 28 $13 , 231. 74 $14 , 300 . 02
8/18/1984 $124 , 258 . 11 $ 974 . 55 $13 , 325 . 47 $14 , 300 . 02
9/18/1984 $110 , 838 . 25 $ 880 . 16 $13 , 419 . 86 $14 , 300 . 02
10/18/1984 $ 97 , 323 . 33 $ 785 . 10 $13 , 514 . 92 $14 , 300 . 02
11/18/1984 $ 83, 712 . 68 $ 689 . 37 $13 , 610 . 65 $14 , 300 . 02
12/18/1984 $ 70 , 005 . 62 $ 592 . 96 $13 , 707 . 06 $1.4 , 300 . 02
1/18/1985 $ 56 , 201 . 47 $ 495 . 87 $13, 804 , 15 $14 , 300. 02
2/18/1985 $ 42 , 299 . 54 $ 398 . 09 $13 , 901 . 93 $14 , 300 . 02
3/18/1985 $ 28 , 299 . 14 $ 299 . 62 $14 , 000 . 40 $14 , 300 . 02
4/18/1985 $ 14 , 199 . 57 $ 200 . 45 $14 , 099 . 57 $14 , 300 . 02
5/18/1985 $ . 00 $ 100 . 58 $14 , 199 . 57 $14 , 300 . 15
EXHIBIT 5 . 1
OPTION TO PURCHASE PRICE
Column A Column B
OPTION TO PURCHASE PREPAYMENT DATE WHICH OPTION
PRICE PREMIUM J IS EXERCISABLE
$708,970. 00 1% December 31 , 1979
636 , 350. 65 1% December 31, 1980
512 ,367 . 91 1% December 31 , 1981
373,689 . 32 None December 31, 1982
228 , 274 . 17 None December 31 , 1983
70 ,005. 62 None December 31 , 1984
TABLE OF CONTENTS
Page
Article I
Lease of Equipment ; Financing of Equipment
Section 1 . 1 Agreement to Lease 2
Section 1. 2 Title 2
Section 1 . 3 Agreement to Issue Lease Participation
Certificates 2
Article II
Definitions
Article III
Lease Term
Section 3 . 1 Commencement 5
Section 3 . 2 Duration of Lease 5
Section 3 . 3 Non-Substitution of Equipment in the Event of
Certain Terminations 5
Section 3. 4 Termination 6
Section 3 . 5 Sale of Equipment 6
Article IV
Rent
Section 4 . 1 Amount 8
Section 4 . 2 Portion of Rent Attributable to Interest. . . 8
Section 4. 3 No Right to Withhold 8
Section 4 . 4 Payment of Lessor Fees and Expenses 8
( i )
Table of Contents , Cont' d
Page
Article V
Purchase of Equipment
Section 5. 1 Annual Option to Purchase Price 9
Section 5 . 2 Manner of Exercise of Option 9
Section 5. 3 Conditions of Exercise to Option 9
Article VI
Construction Fund; Debt Service Fund
Section 6 . 1 Cost of Construction 10
Section 6. 2 Disbursements 10
Section 6 . 3 Completion 11
Section 6 . 4 Investment 11
Article VII
Representations , Covenants , and Warranties of
Lessee
Section 7 . 1 Status of Lessee 13
Section 7 . 2 Authorization to Execute Lease 13
Section. 7 . 3 Satisfaction of Procedures and Funding
Requirements 13
Section 7. 4 Preservation of Warranties and Guarantees . . 13
Section 7 . 5 Approval of Agency 13
Section 7 . 6 Release and Indemnification Covenants . . . . 14
Section 7 . 7 Arbitrage 15
( ii )
Table of Contents , Cont' d
Page
Section 7 . 8 Representations , Covenants , Warranties , and
Obligations to be Cumulative 15
Article VIII
Representations , Covenants, and Warranties of
Lessor
Section 8 . 1 Enjoyment 16
Section 8. 2 Disclaimer of Warranties and Status of Lessor ,
Etc 16
Article IX
Default
Section 9 . 1 Events of Default 18
Section 9 . 2 Remedies on Default 18
Section 9 . 3 Waiver of Certain Damages 19
Section 9 . 4 Interest on Unpaid Rent 19
Article X
Net Lease
Section 10. 1 Interpretation 20
Section 10. 2 Taxes and Fees 20
Section 10. 3 Permits 20
Section 10. 4 Utilities 21
Section 10. 5 Inspection by Lessee 21
( iii )
Table of Contents , Cont ' d
Page
Article XI
Use , Repairs , Alterations , and Liens
Section 11. 1 Use 22
Section 11. 2 Repairs 22
Section 11 . 3 Alterations 22
Section 11 . 4 Liens 23
Article XII
Insurance and Damage to or Destruction of the
Equipment
Section 12. 1 Insurance 24
Section 12. 2 Damage to or Destruction of the Equipment . 25
Article XIII
Miscellaneous
Section 13 . 1 Assignment and Sublease by Lessee 26
Section 13. 2 Assignment and Sublease by Lessor 26
Section 13 . 3 Addresses 26
Section 13 . 4 Manner of Payment 26
Section 13. 5 Nonwaiver 26
Section 13 . 6 Severance Clause 27
Section 13. 7 Entire Agreement ; Addendum 27
Section 13. 8 Amendments 27
Section 13 . 9 Inurement 27
( iv)
Table of Contents , Cont ' d
Page
Section 13. 10 Governing Law 27
Section 13. 11 Venue 27
Section 13 . 12 Headings 28
(v) •
Hello