HomeMy WebLinkAbout850357.tiff Rohm
credit corporation
13100 Northwest Freeway, Houston, TX 77040 (713) 462-7656
August 28, 1985
Mr. Bob Rhinesmith
Weld County
915 10th Street
Greeley, Colorado 80631
Dear Bob:
Enclosed are all the leasing documents for the two ROLM switches Weld County
is acquiring. We will have one Master Lease and two individual schedules with
Health and Human Resources on a 60 month term and Social Services 84 months.
Advance rental monies are $2, 966. 96 for HHR and $4,767.14 for Social Services.
We will bill and invoice separately or combined at your direction. Please forward
all signed contracts to myself at 4500 Great America Parkway, Santa Clara,
California 95054.
If you have any questions, please call me at (408) 988-8924.
Cordially,
626.44c-
James E. Hartigan
ROLM Credit Corporation
JEH:tjr
850357
I
iArDOgrrM �..
13 TAX EXEMPT STATUS (continued)
During the lease term, Lessee covenants that it will keep a complete and accurate record of all
assignments by Lessor or its assigns in a form necessary to comply with Code Section 103 (j) and
the regulations, proposed or existing, from time to time promulgated thereunder. Lessee agrees
to acknowledge in writing any such assignments if so requested.
If any of the interest amounts set forth in Exhibit I are found to be subject to federal income
tax, Lessee shall, promptly upon notice from Lessor, pay to Lessor the difference between the
payments due under the Lease at that time and the payments that would have been due under
the Lease if the interest rate had been 12.75 % per year (see Exhibit II), and rental payments
under the lease shall continue henceforth at such higher rate. In addition, Lessee shall promptly
reimburse Lessor for any and all interest penalties levied against Lessor by any tax authority as
a result of the inclusion of such interest in Lessor's taxable income.
y..
ROLM CREDIT CORPORATION LESSEE:
1
By: By: Weld County (Social Services)
Name: Name:
Title: Title: /r//27/ 'Z-' //1J - 4)(1147.14 );/0"r,
•
Date: Date: 9
I
�MO' Corporation
13 TAX EXEMPT STATUS (continued)
During the lease term, Lessee covenants that it will keep a complete and accurate record of all
assignments by Lessor or its assigns in a form necessary to comply with Code Section 103 (j) and
the regulations, proposed or existing, from time to time promulgated thereunder. Lessee agrees
to acknowledge in writing any such assignments if so requested.
If any of the interest amounts set forth in Exhibit I are found to be subject to federal income •
tax, Lessee shall, promptly upon notice from Lessor, pay to Lessor the difference between the
payments due under the Lease at that time and the payments that would have been due under
the Lease if the interest rate had been 12.75 % per year (see Exhibit II), and rental payments
under the lease shall continue henceforth at such higher rate. In addition, Lessee shall promptly
reimburse Lessor for any and all interest penalties levied against Lessor by any tax authority as
a result of the inclusion of such interest in Lessor's taxable income.
a.
ROLM CREDIT CORPORATION LESSEE:
By: By: Weld County (Health and Human Resosces)
Name: Name: c �
Title: Title: //// Ll5 ('lpNTy' eckl,WS3°k
Date: Date: S,c i28/,c 9 / FS
u
RohIII `coi°,;'r.o.,
ADDENDUM TO SCHEDULE NO.
TO MASTER LEASE AGREEMENT NO.
The terms and conditions of Schedule No. One to Master Lease Agreement No. are
hereby adrn ended to include the following provisions:
12. NON-APPROPRIATION
If the applicable governmental body having authority fails to appropriate funds for subsequent
fiscal periods contained within the term stated in this Schedule, Lessee shall not be obligated to
pay the Rent and other sums due under this Schedule beyond the current fiscal period provided
that Lessor shall have received a written opinion from Lessee's counsel thirty (30) days prior to
the expiration of the current fiscal period verifying the occurrence of the following events:
a) Funds have not been appropriated for the next fiscal period included within the term of the
applicable Schedule to acquire services and functions which in whole or in part are
essentially the same services and functions for which the Equipment was purchased and
written notice thereof has been given to Lessor at lease thirty (30) days prior to the
expiration of the current fiscal period; and
b) Lessee has exhausted all funds legally available for all payments due under such Master
Lease and Schedule; and
c) Such non-appropriation did not result from any act or failure to act of the Lessee.
In the event of non-appropriation as described above, Lessor's exclusive remedy shall be to
terminate the applicable Equipment Schedule at the expiration of the fiscal period during which
the aforementioned notice is given and to retake possession of the Equipment. For this purpose,
Lessee shall return the Equipment to Lessor as and in the condition specified in Section 15 of
the Master Lease Agreement Lessor shall be entitled to receive all Rents and other amounts due
and owing to Lessor pursuant to such this Schedule during the current or any previous fiscal
periods.
13. TAX EXEMPT STATUS
Lessee warrants that it is a state or a political subdivision thereof or that Lessee's obligations
tinder the Master Lease Agreement and Equipment Schedule constitute obligations issued on
behalf of a state or political subdivision thereof, so that any interest derived hereunder or
thereunder shall qualify for exemption from Federal income taxes under Section 103 of the
Internal Revenue Code (Code). Lessee further warrants that the Master Lease Agreement and
Schedule represent valid deferred payment obligations for the amount herein set forth of a bona
fide Lessee, as herein described, having legal capacity to enter into the same and is not in
contravention of any town, city, district, county, or state statute, rule, regulation, or any other
governmental provision.
During the lease term, the Equipment will be used by Lessee only for the purpose of performing
governmental or proprietory functions of the Lessee consistent with the permissable scope of
. Lessee's authority and will not be used in a trade or business of any person or entity other than
Lessee.
ix
FORM OF OPINION OF COUNSEL
ROLM Credit Corporation
4900 Old Ironsides Drive MS 112
Santa Clara, CA 95054
As counsel for Lessee, I have examined duly executed originals of the Lease and the
proceedings taken by the Lessee to authorize and execute said Lease. Based upon such
examination as I have deemed necessary and appropriate, I am of the opinion that:
1. Lessee is a duly created and validly existing state or fully constituted political
subdivision or agency of the state of Colorado ("State") and has
the power and authority to enter into the Lease and carry out the terms thereof.
2. The interest component of the Rental Payments as set forth in Exhibit I to the
Lease qualifies for exemption from federal income taxes by Lessor under Section
103 of the Internal Revenue Code of 1954, as amended and the related regulations
and rulings thereunder.
3. The execution, delivery and performance by the Lessee of the Lease have been
duly authorized by all necessary action on the part of the Lessee. All applicable
bidding and budgeting requirements have been complied with. I have attached to
my opinion copies of any resolutions adopted by the Lessee relating to the Lease.
4. The Lease constitutes a legal, valid and binding deferred payment obligation of the
Lessee, enforceable in accordance with its terms. In the event Lessor obtains
judgment against Lessee for money damages in connection with the Lease, Lessee
will be obligated to pay such judgment.
5. The Lease is in accordance with and does not violate the usury statutes of the
State.
6. The Equipment (as defined in the Lease) constitutes personal property and when
subjected to use by Lessee will not become fixtures under applicable law.
7. No litigation is pending or to the best of my knowledge threatened in any court or
other tribunal, state or federal, relating to the validity of the Lease.
8. The signature of the official of Lessee which appears on the Lease is true and
genuine; I know him/her to hold the office set forth below his/her name.
9. The current fiscal period of Lessee ends on b e C 3i, ) 98-s- ; the next
succeeding fiscal period of Lessee ends on 3 / y fy
Very truly yours,
Co of Lessee
By: ro
524 (LC)
•
Caoormon
ADDENDUM TO SCHEDULE NO.
TO MASTER LEASE AGREEMENT NO.
The terms and conditions of Schedule No. Two to Master Lease Agreement No. are
hereby adm ended to include the following provisions:
12. NON-APPROPRIATION
If the applicable governmental body having authority fails to appropriate funds for subsequent
fiscal periods contained within the term stated in this Schedule, Lessee shall not be obligated to
pay the Rent and other sums due under this Schedule beyond the current fiscal period provided
that Lessor shall have received a written opinion from Lessee's counsel thirty (30) days prior to
the expiration of the current fiscal period verifying the occurrence of the following events:
a) Funds have not been appropriated for the next fiscal period included within the term of the
applicable Schedule to acquire services and functions which in whole or in part are
essentially the same services and functions for which the Equipment was purchased and
written notice thereof has been given to Lessor at lease thirty (30) days prior to the
expiration of the current fiscal period; and
b) Lessee has exhausted all funds legally available for all payments due under such Master
Lease and Schedule; and
c) Such non-appropriation did not result from any act or failure to act of the Lessee.
In the event of non-appropriation as described above, Lessor's exclusive remedy shall be to
terminate the applicable Equipment Schedule at the expiration of the fiscal period during which •
the aforementioned notice is given and to retake possession of the Equipment. For this purpose,
Lessee shall return the Equipment to Lessor as and in the condition specified in Section 15 of
the Master Lease Agreement Lessor shall be entitled to receive all Rents and other amounts due
and owing to Lessor pursuant to such this Schedule during the current or any previous fiscal
periods.
13. TAX EXEMPT STATUS
Lessee warrants that it is a state or a political subdivision thereof or that Lessee's obligations
:order the Master Lease Agreement and Equipment Schedule constitute obligations issued on
behalf of a state or political subdivision thereof, so that any interest derived hereunder or
thereunder shall qualify for exemption from Federal income taxes under Section 103 of the
Internal Revenue Code (Code). Lessee further warrants that the Master Lease Agreement and
Schedule represent valid deferred payment obligations for the amount herein set forth of a bona
fide Lessee, as herein described, having legal capacity to enter into the same and is not in
contravention of any town, city, district, county, or state statute, rule, regulation, or any other
governmental provision.
During the lease term, the Equipment will be used by Lessee only for the purpose of performing
governmental or proprietary functions of the Lessee consistent with the permissable oeepe of
. Lessee's authority and will not be used in a trade or business of any person or entity other than
Lessee.
I3
FO . OF OPINION OF COUNSEL
ROLM Credit Corporation
4900 Old Ironsides Drive MS 112
Santa Clara, CA 95054
As counsel for Lessee, I have examined duly executed originals of the Lease and the
proceedings taken by the Lessee to authorize and execute said Lease. Based upon such
examination as I have deemed necessary and appropriate, I am of the opinion that:
1. Lessee is a duly created and validly existing state or fully constituted political
subdivision or agency of the state of Colorado ("State") and has
the power and authority to enter into the Lease and carry out the terms thereof.
•
2. The interest component of the Rental Payments as set forth in Exhibit I to the
Lease qualifies for exemption from federal income taxes by Lessor under Section
103 of the Internal Revenue Code of 1954, as amended and the related regulations
and rulings thereunder.
3. The execution, delivery and performance by the Lessee of the Lease have been
duly authorized by all necessary action on the part of the Lessee. All applicable
bidding and budgeting requirements have been complied with. I have attached to
my opinion copies of any resolutions adopted by the Lessee relating to the Lease.
4. The Lease constitutes a legal, valid and binding deferred payment obligation of the
Lessee, enforceable in accordance with its terms. In the event Lessor obtains
judgment against Lessee for money damages in connection with the Lease, Lessee
will be obligated to pay such judgment.
5. The Lease is in accordance with and does not violate the usury statutes of the
State.
6. The Equipment (as defined in the Lease) constitutes personal property and when
subjected to use by Lessee will not become fixtures under applicable law.
7. No litigation is pending or to the best of my knowledge threatened in any court or
other tribunal, state or federal, relating to the validity of the Lease.
8. The signature of the official of Lessee which appears on the Lease is true and
genuine; I know him/her to hold the office set forth below his/her name.
9. The current fiscal period of Lessee ends on 3 J / y�� ; the next
succeeding fiscal period of Lessee ends on 3 /1 l%d�b .
Very truly yours,
Co of Less '
524 (LC)
•
MASTER LEASE AGREEMENT
ROLM - Credit
Y'11 Corporation
No.
This Master Lease Agreement("Lease")is entered into by and between ROLM Credit Corporation or a partnership in which ROLM Credit Corporation is a partner
("Lessor"),having its principal place of business at 4900 Old Ironsides Drive,Santa Clara,California 95050,and Weld County
("Lessee"), having its principal place of business at 915 10th Street
Greeley, Colorado 80631
1. LEASE AGREEMENT: Lessor agrees to lease to Lessee,and Lessee agrees to lease from Lessor,the equipment and the associated cabling described in the
schedule(s)attached hereto from time to time(the"Schedules"),which are incorporated herein by this reference(the"Equipment").Such lease shall be upon the terms and
conditions set forth herein,as such may be supplemented by additional terms and conditions in each of the Schedules identifying specific items of Equipment.
2. TERM: This Lease and each of the Schedules shall be effective upon the execution thereof by the Lessor and the Lessee.The rental term of the Equipment listed
in any Schedule shall begin on the cutover date specified in the Certificate of Installation and shall terminate on the last day of the term stated in such Schedule.
3. RENT: The rent for the Equipment listed in any Schedule shall be as stated in such Schedule and shall be payable according to the provisions of such Schedule.
If amounts due are not received by Lessor within 10 days of the due date,Lessee agrees to pay an Overdue Charge as defined herein.
4. SELECTION, DELIVERY AND INSTALLATION: Lessee will select the type, quantity and supplier of each item of Equipment designated in a Schedule,and
Lessor will accept an assignment of existing purchase or installation agreements for such Equipment.Lessor shall have no liability for a supplier's failure to fill the purchase
order or meet the conditions thereof. Lessee shall be responsible for payment of all transportation, packing, installation,testing and other charges associated with the
delivery,installation or use of the Equipment,not otherwise included in the purchase or installation agreement with respect to the Equipment.
5. WARRANTIES: LESSOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT, ITS
MERCHANTABILITY,OR ITS FITNESS FOR A PARTICULAR PURPOSE. LESSOR SHALL NOT BE LIABLE TO LESSEE OR ANY OTHER PERSON FOR DIRECT,INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM LESSEE'S USE OF THE EQUIPMENT,OR FOR DAMAGES BASED ON STRICT OR ABSOLUTE
TORT LIABILITY OR LESSOR'S PASSIVE NEGLIGENCE. LESSEE HEREBY ACKNOWLEDGES THAT ANY MANUFACTURER'S OR SUPPLIER'S WARRANTIES WITH
RESPECT TO THE EQUIPMENT ARE FOR THE BENEFIT OF BOTH LESSOR AND LESSEE.NOTWITHSTANDING THE FOREGOING,LESSEE'S OBLIGATIONS TO PAY THE
RENTALS DUE,OR OTHERWISE PERFORM ITS OBLIGATIONS,UNDER THIS LEASE ARE ABSOLUTE AND UNCONDITIONAL.
6. TITLE TO AND LOCATION OF EQUIPMENT: Lessor shall retain title to each item of Equipment.Lessee,at its expense,shall protect Lessor's title and keep the
Equipment free from all claims,liens,encumbrances and legal processes.The Equipment is personal property and is not to be regarded as part of the real estate on which it
may be situated.It requested by Lessor,Lessee will,at Lessee's expense,furnish a landlord or mortgagee waiver with respect to the Equipment.The Equipment shall not be
removed from the location specified in the Schedule without the written consent of Lessor.Lessee shall,upon Lessor's request,affix and maintain in a prominent position on
the Equipment plates,tags or other identifying labels showing Lessor's ownership thereof.
7. USE OF EQUIPMENT,INSPECTION AND REPORTS: Lessee may use the Equipment provided such use conforms with all applicable laws,insurance policies,
and warranties of the manufacturer or supplier of the Equipment. Lessor shall have the right to inspect the Equipment at the premises where the Equipment is located.
Lessee shall notify Lessor promptly of any claims,liens,encumbrances or legal processes with respect to the Equipment,or any accident resulting from the use or operation
of the Equipment.
8. FURTHER ASSURANCES: Lessee shall execute and deliver to Lessor such instruments as Lessor deems necessary for the confirmation or perfection of this Lease
and Lessor's rights hereunder. Lessor is authorized to file financing statements signed only by the Lessor in accordance with the Uniform Commercial Code,or financing
statements signed by Lessor as Lessee's attorney-in-fact.Any such filing with respect to Equipment leased pursuant to a Plan I or Plan II Schedule shall not be deemed evidence
of any intent to create a security interest under the Uniform Commercial Code.
9. MAINTENANCE AND REPAIRS: Lessee shall,at its expense,maintain each item of Equipment in good condition,normal wear and tear excepted.Lessee shall
not make any alteration to or attachment to the Equipment without Lessor's prior written consent.Lessee shall make no repair,alteration or attachment to the Equipment
which interferes with the normal operation or maintenance thereof,creates a safety hazard,or IMight result in the creation of a mechanic's or materialman's lien.
10. LESSOR'S PERFORMANCE OF LESSEE'S OBLIGATIONS: If Lessee fails to perform any of its obligations under this Lease,Lessor may perform any act or
make any payment which Lessor deems necessary for the maintenance and preservation of the Equipment and Lessor's title thereto.All sums so paid by Lessor(together
with all related Overdue Charges),and reasonable attorneys'fees incurred by Lessor in connection therewith,shall be additional rent payable to Lessor on demand.The per-
formance of any act or payment by Lessor shall not be deemed a waiver or release of any obligation or default on the part of Lessee.
11. INDEMNIFICATION: Lessee assumes liability for, and hereby agrees to indemnify,protect and hold harmless, Lessor, and its agents,employees,officers,
directors, partners, and successors and assigns, from and against, all liabilities, obligations, losses, damages, injuries, claims, demands, penalties, actions, costs and
expenses,including,without limitation,reasonable attorneys'fees,of whatever kind and nature,in contract or in tort,arising out of the use,condition,operation,ownership,
selection,delivery,leasing or return of any item of Equipment,regardless of when,how and by whom operated,or any failure on the part of Lessee to perform or comply with
any conditions of this Lease,excluding,however,any of the foregoing which result from the gross negligence or willful misconduct of Lessor.Such indemnities and assump-
tions of liabilities and obligations shall continue in full force and effect,notwithstanding the expiration or other termination of this Lease.Nothing contained in this Lease shall
authorize Lessee to operate the Equipment so as to incur or impose any liability or obligation for or on behalf of Lessor.
12. NO OFFSET: All rental payments shall be paid by Lessee irrespective of any off-set,counterclaim,recoupment,defense or other right which Lessee may have
against Lessor,the manufacturer or supplier of the Equipment or any other party.
13. ASSIGNMENT BY LESSEE: Lessee shall not,without Lessor's prior written consent,(a)sell,assign,transfer,pledge,hypothecate,or otherwise dispose of,
encumber or suffer to exist a lien upon or against,the Equipment or this Lease or any interest therein,by operation of law or otherwise,or(b)sublet or lend the Equipment or
permit the Equipment to be used by anyone other than Lessee.
14. ASSIGNMENT BY LESSOR: Lessor may assign,sell or encumber its interest in the Equipment and this Lease.Upon Lessor's written request,Lessee shall pay
directly to any such assignee all rentals and other sums due under this Lease.THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY ABATEMENT,
DEDUCTION,OFF-SET,COUNTERCLAIM,RECOUPMENT,DEFENSE OR OTHER RIGHT WHICH LESSEE MAY HAVE AGAINST THE LESSOR OR ANY OTHER PERSON OR
ENTITY.Notwithstanding the foregoing,any such assignment(a)shall be subject to Lessee's right to possess and use the Equipment so long as Lessee is not in default
hereunder,and(b)shall not release any of Lessor's obligations hereunder or any claim which Lessee has against Lessor.
(Continued on reverse)
15. RETURN OF EQUIPMENT: Unless Lessee has exercised its option, if any,to purchase the Equipment or renew this Lease, upon termination of this Lease,
Lessee shall,at its expense,cause the Equipment,which includes.without limitation,the associated cabling,to be removed,disassembled,and placed in the same condi-
tion as when delivered to Lessee(reasonable wear and tear excepted),and properly crate the Equipment for shipment and deliver it to a common carrier designated by
Lessor. Lessee will ship the Equipment, F.O.B.destination,to any address specified in writing by Lessor within the continental United States.All additions,attachments,
accessories,alterations and repairs made or placed upon the Equipment and not removed by Lessee shall become part of the Equipment and shall be the property of
Lessor.
16. EVENTS OF DEFAULT: Lessee shall be in default if any of the following events or conditions occur("Events of Default"):
(a)Lessee fails to pay rent or any other indebtedness to Lessor and does not cure such failure within 10 days of such amount becoming due:(b)Lessee fails to
perform or observe any obligation or covenant to be performed or observed by Lessee hereunder,including supplying all requested documentation,and does not
cure such failure within 10 days after receiving written notice thereof from Lessor;(c)any warranty,representation or statement made or furnished to Lessor by
or on behalf of Lessee is proven to have been false in any material respect when made or furnished;(d)the attempted sale or encumbrance by Lessee of the
Equipment,or the making of any levy,seizure or attachment thereof or thereon;or(e)dissolution,termination of existence,discontinuance of business,insolven-
cy,or appointment of a receiver of any part of the property of Lessee,assignment by Lessee for the benefit of its creditors,the commencement of proceedings
under any bankruptcy,reorganization or arrangement laws by or against Lessee,or any other act of bankruptcy on the part of Lessee.
17. REMEDIES OF LESSOR: At any time after the occurrence of any Event of Default,Lessor may exercise one or more of the following remedies:
(a)Lessor may terminate this Lease with respect to any or ail items of Equipment,(b)Lessor may recover from Lessee all rent and other amounts then due and to
become due under this Lease;(c)Lessor may take possession of any or all items of Equipment,wherever the same may be located,without demand or notice,
without any court order or other process of law and without liability to Lessee for any damages occasioned by such taking of possession,and any such taking of
possession shall not constitute a termination of this Lease;(d)Lessor may demand that Lessee return any or all items of Equipment to Lessor in accordance with
Paragraph 15:and(e)Lessor may pursue any other remedy available at law or in equity,including,without limitation,seeking damages,specific performance or
an injunction.
Upon repossession or return of such item or items of Equipment.Lessor shall sell,lease or otherwise dispose of such item or items in a commercially reasonable man-
ner,with or without notice and on public or private bid,and apply the net proceeds thereof(after deducting the estimated fair market value of such item or items at the ex-
piration of the term of this Lease,in the case of sale,or the rents due for any period beyond the scheduled expiration of this Lease,in the case of any subsequent lease of
such item or items,and all expenses,including,without limitation.reasonable attorneys'fees,incurred in connection therewith)towards the rent of and other amounts due
under this Lease,with any excess net proceeds to be retained by Lessor.
None of the remedies under this Lease is intended to be exclusive. Each shall be cumulative and in addition to any other remedy referred to herein or otherwise
available to Lessor in law or in equity.Any repossession or subsequent sale or lease by Lessor of any item of Equipment shall not bar an action for a deficiency as herein pro-
vided,and the bringing of an action or the entry of judgment against Lessee shall not bar Lessor's right to repossess any or all items of Equipment.
18. CREDIT AND FINANCIAL INFORMATION: Within 90 days of the close of each of Lessee's fiscal years,Lessee shall deliver to Lessor a copy of Lessee's an.
nual report,if any,and an audited balance sheet and profit and loss statement with respect to such year. If audited financial statements of Lessee for such year are not
prepared,Lessee may provide financial statements certified by an officer of Lessee.At Lessor's request,Lessee also shall deliver its quarterly balance sheet and profit and
loss statement,certified by an officer of Lessee,to Lessor.
19. SEVERABILITY: If any provision of this Lease is held to be invalid by a court of competent jurisdiction,such invalidity shall not affect the other provisions of this
Lease.
20. NOTICES: All notices hereunder shall be in writing and shall be deemed given when sent by certified mail,postage prepaid,addressed to the other party at its
address set forth herein,or to such other address as either party may designate in writing. c
21. AMENDMENTS AND WAIVERS: This Lease and the Schedule(s)constitute the entire agreement between Lessor and Lessee with respect to the lease of the
Equipment,and supersede all previous communications,understandings,and agreements,whether oral or written,between the parties with respect to such subject matter.
No provision of this Lease may be changed,waived,amended or terminated except by a written agreement,specifying such change,waiver,amendment or termination,
signed by both Lessee and Lessor, except that Lessor may insert the serial number of the Equipment on the appropriate Schedule after delivery of the Equipment,and
Lessor may insert the cutover date for the Equipment after receiving a Certificate of Installation.No waiver by Lessor of any Event of Default shall be construed as a waiver
of any future Event of Default.
22. CONSTRUCTION: This Lease shall be governed by and construed in accordance with the internal laws,but not the choice of laws provisions,of the State of
California.The titles of the sections of this Lease are for convenience only and shall not define or limit any of the terms or provisions hereof.Time is of the essence in each of
the provisions hereof. +
23. PARTIES: This Lease shall be binding upon,and inure to the benefit of,the permitted assigns, representatives and successors of the Lessor and Lessee. If
there is more than one Lessee named in this Lease.the liability of each shall be joint and several.
24. COUNTERPARTS: This Lease may be executed in two or more counterparts,each of which shall be deemed an original and all of which together shall con-
stitute but one and the same instrument.
25. OVERDUE CHARGE: Overdue Charge shall mean an amount equal to 2% per month of the total payment(s)past due, including any amounts not otherwise
included in the monthly rental payment,or the highest charge permitted by law,whichever is lower.
The person executing this Lease on behalf of Lessee hereby certifies that he or she has read,and is duly authorized to execute,this Lease.
Accepted by: ROLM CREDIT CORPORATION LESSE : Weld County
BY: BY:
NAME(PRINT): NAME 50/'
TITLE: TITLE:( A 9//O,7,4'X).Q/J�[G/��1(440.411 reit,2/97I.�.bo'M
DATE: DATE: 23 E' 7 / 2k
1184
SCHEDULE NO. _One (LEASE TO OWN ---- PLANS III G IV)
nui� ��
tit Corporation '� �_
This Schedule and Is supplements relate to and are co'ernes;oy tne terms and provisions of the Master Lease Agreement.number between
ROLM Credit Corporation(Lesson and Weld County !Lessee).
1. Supplier. ROLM/Colorado
2 Location of Equipment: Health and Human Resources, 1516 Hospital Road, Greeley, Colorado 80631
2. Equipment value'$ 70, 407.00 lexclus,ve of sales and/or use taxes).
4. Lease term:The lease term of the Ecutment described in this Scnedule snail begin on me cutover care referenced oelow in Paragraph 6 and its expiat-on dare snail
be 60 months after such cutover date.
5. Rent$ 1,483.48 cer month texciusive of sales and/or use taxes)due and payable one month from the cutover date and on the same date of each
succeeding month of tne lease term. The advance rental payment shall be$ 2, 966.96 . This amount includes$�, 483. 48 for the first
moat.and$ I. 483.48 for the last One month(s) of the lease term.
6. cutover date as referenced in Certificate of Installation(Commencement Date of Schedule): .19
7 = Progress payments to be made by Lessee.
L Progress payments to be made by Lessor.
For those transactions in which progress payments are to be made by Lessor.Lessee will pay to Lessor interest charges on the Equipment value which result from
the cutover date occurring after the Projected Cutover Date.as referenced in the Equipment Installation Agreement,as a result of delays caused by Lessee.The
interest charges will accrue at the Citibank N.A.Base Rate(Citibank's Prime Rate Equivalent)plus 2.0 percentage Points.
X Not apolicaole.
8. Insurance:
If any item of Equipment suffers loss or damage on or after the cutover date, Lessee shall inform Lessor immediately of such loss or damage. Upon Lessor agreeing
that such item can oe repaired.Lessee snail cause sucn item to be repaired such that it is put in good condition and good work-;ng order.Lessor or its insurers will reim-
burse Lessee for tne reasonable cost of such repair.less a deductible of$5,000. If such item of Equipment cannot be repaireg.Lessee shall pay Lessor a casualty loss
payment which shall oe the lesser of$5.000 or the fair market value of such item immediately prior to its loss or damage. Upon Lessor's receipt of such casualty loss
payment,this Lease shall terminate with respect to such item.
9. Purchase Obligation:
$1.00
Lessee shall be required to purchase the Equipment for .The purchase or:.ce shall oe payable upon the expiration
date of the lease term.Upon payment of the purchase price.Lessor shall execute ano deliver to Lessee sucn documents as Lessee may reasonably reauesf,n order to
vest in Lessee all right.title and interest in the Equipment.Lessee shall be responsible for all applicable sales and/or use taxes on any Equipment it purchases.
10 Taxes:
Lessee snall oe liable for and shall promptly pay all sales and/or use taxes levied against the Equipment,use of the Equipment.or this Lease. Lessor shall pay all prop.
erty and related taxes with respect to the Equipment and Lessee shall be liable,and shall promptly reimburse Lessor,for all sucn taxes upon Lessee's receipt of written
notice from Lessor of the amount of such payment.
•
Continued on reverse)
•
t. Description of=„women covered oy this Scneduie.
See Schedule A which is attached hereto and made a part hereof be reference
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The person executing this Schedule on behalf of Lessee hereby certifies that he or she nas read,and is duly authorized to execute,this Schedule.
LESSE Weld Cou ty
Accepted by: ROLM CREDIT CORPORATION
BY. BY:
NAME(PRINT) NAME RI - Li /'C( csO,atisGk9
nTLE.(4/1iei'- , ,- is\ ( lt.q* eii) 'r/Ss2
TITLE.
DATE: ) 1,,e7-.)-T-2.Ac.C /;5GC—
DATE. 2
SCHEDULE NO. i wo•. • (LEASE TO OWN — PLANS III v IV)
MainCreak.-... ': tea.
Corporation
This Schedule and its suoolemens relate to and are governed by the terms and provisions of the Maser Lease Agreement.number .between
ROLM Credit Corporation(Lessor)and Weld County (Lessee).
1 Supplier. ROLM/Colorado
2. Location of Eouicment Social Services, 315 N. 11th Avenue, Greeley, Colorado 80631
3 Equipment value:$ 144,284.00 lexciusive of sales and/or use taxes)
4 Lease term:The lease term of the Equipment eesc;lbed in this Schedule shall begin on the cutover date referenced below in Paragraph 6 and its expiration date shall
be 84 months after such cutover date.
5 Rent$ 2.383.57 cer month(exclusive of sales and/or use taxes)due and oayaole one month from the cutover date and on the same date of each
succeeding month of the lease term.The advance rental payment snail be$ 4,767. 14 This amount includes $ 2. 383.57 for the first
month,and$ 2, 383.57 for the last one monthis).of the lease term
6. Cutover date as referenced in Certificate of Installation(Commencement Date of Schedule): ,19
7. C Progress payments to be made by Lessee.
Progress payments to be made by Lessor.
For those transactions in which progress payments are to be made by Lessor.Lessee will pay to Lesser interest charges on the Equipment value which result from
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the cutover date occurring after the Projected Cutover Date. as referenced in the Equipment Installation Agreement,as a result of delays caused by Lessee.The
interest charges will accrue at the Citibank N.A.Base Rate{Citibank's Prime Rate Equivalent)plus 2.0 percentage points.
-X
Li applicable. •
8. Insurance: •
if any item of Equipment suffers loss or damage on or after the cutover date. Lessee shall inform Lessor immediately of such loss or damage.Loon Lessor agreeing
that such item can be repaired,Lessee shall cause such item to be repaired such that it is put in good condition and good working order.Lessor or its insurers will reim-
burse Lessee for the reasonable cost of such repair,less a deductible of$5,000.If such item of Equipment cannot oe repaired,Lessee shall pay Lessor a casualty loss
payment which shall be the lesser of$5.000 or the fair market value of such item immediately prior to its loss or damage. Upon Lessor's receipt of such casualty loss
payment,this Lease shall terminate witn respect to sucn item.
9. Purchase Obligation:
$1.00
Lessee shall be required to purchase the Equipment for The purchase price shall be payable upon the expiration
date of the lease term.Upon payment of the purchase once.Lessor shall execute and deliver to Lessee such documents as Lessee may reasonably request,n order to
vest in Lessee all right,title and interest in the Equipment.Lessee shall be responsible for all applicable sales and/or use taxes on any Equipment it purchases.
10. Taxes: -.
Lessee shall be liable for and shall promptly pay all sales and/or use taxes levied against the Equipment,use of the Equipment.or this Lease.Lessor shall pay all prop-
erty and related taxes with respect to the Equipment and Lessee shall be liable,and shall promptly reimburse Lessor,for all such taxes upon Lessees receipt of written
notice from Lessor of the amount of such payment.
(Continued on reverse)
11 Description of Equipment covered by this Schedule:
See Schedule A which is attached hereto and made a part hereof by reference.
The person executing this Schedule on behalf of Lessee hereby certifies that he or she has read.and is duly authorized to execute,this Schedule.
Accepted by: R0LM CREDIT CORPORATION LESSEE: Weld Count
BY. BY' .
( ka v".o ryrnp,-
NAME(PRINT. NAME I : OSC V(MA 1. C64-66C1-4-1
TITLE TITLE.P<!!- e//izs4JJ h Ju5 e i -,7-7-,7-7 �' it2AC tr
DATE. DATE. Xcr rch", L 9 /7/.••S
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