HomeMy WebLinkAbout992369.tiff RESOLUTION
RE: APPROVE MASTER LEASE PURCHASE AGREEMENT AND AUTHORIZE CHAIR TO
SIGN - MIRROR IMAGE TECHNOLOGIES, INC.
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 Board has been presented with a Master Lease Purchase Agreement
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Department of Purchasing, and Mirror Image
Technologies, Inc., commencing September 27, 1999, and ending September 16, 2000, with
further terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a
copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Master Lease Purchase Agreement between the County of
Weld, State of Colorado, by and through the Board of County Commissioners of Weld County,
on behalf of the Department of Purchasing, and Mirror Image Technologies, Inc., be, and
hereby is, approvec.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is authorized
to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 27th day of September, A.D., 1999.
BOARD OF COUNTY COMMISSIONERS
W LD COUNTY, CO ORADO
ATTEST: ��� Q������mmm��� �c a Dal K. Hall, Chair
Weld County Clerk to th o1, t
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c ' ►�` arba J. Kirkmeyer, ro-Tem
BY. 2
Deputy Clerk to the Boas" Q
(� ' Georg E. xter
4PPROVEVAS TCVPORM:
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Coyr%ty Attorjiey EXCUSED DATE OF SIGNING (AYE)
Glenn Vaad
P992369
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MIT LEASING
MASTER LEASE-PURCHASE AGREEMENT
This Master Lease-Purchase Agreement("Lease") is made and entered into as o` this 16'°
day of September, 1999 by and between Mirror Image Technologies, Inc., with office
located at 1439 Stillwater Avenue, Cheyenne, Wyoming 82009 (herein called "Lessor")
and Weld County Government(Lessee) with its office located at 915 10'" Street, Greeley,
CO 80631(herein called "Lessee"), wherein it is agreed as follows:
1. LEASE OF EQUIPMENT; LEASE SCHEDULES. Subject to the terms and conditions hereof,
Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor all the Equipment
described in one or more lease Schedules ("Schedule") which are entered into from time
to time by Lessor and Lessee. Each Schedule incorporates the terms and conditions of
this Lease together with all exhibits, riders, attachments and addenda thereto and each
such Schedule shall be independent of any other Schedule entered into hereunder. The
items of Equipment described in Exhibit A attached to each Schedule, together with all
replacement parts, repairs, additions and accessories incorporated therein or affixed
thereto shall herein collectively be called the "Equipment".
2. ACCEPTANCE; TERM. This Lease will become effective upon the execution hereof by
Lessee and Lessor. The term of the Lease will commence on the date the Equipment is
installed and ready for use as determined by the Receipt Certificate, and shall terminate
on September 16, 2000. This period shall be the Original Term. The Lessee shall hove the
option in its sole discretion, to renew this agreement on the same terms and conditions
for four additional Renewal Terms of one fiscal year (July 1 -June 30), however, not to
exceed fifty-eight(58) months from the date of the Receipt Certificate.
Annual renewals of this Lease will be automatic unless this Agreement is not renewed in
accordance with this Section in which event the Lessee shall deliver a notice of Non-
Renewal not less than sixty (60) days before the end of the then Original or Renewal Term
to the Lessor. If This Agreement is not renewed in accordance with this Section, Lessee
agrees to peaceably deliver immediately the Equipment, at Lessee's sole expense, to
Lessor at the location(s) to be specified by Lessor. The terms and conditions curing any
Renewal Term shall remain the same as the terms and conditions during the Original
Term.
The provisions of this Section 2 are subject to the provisions of Section 5 below.
3. RENT. Lessee agrees to pay to Lessor or its assignee the rental payments ("Rental
Payments") in the amounts and at the times as set forth in Exhibit B to each Schedule. A
portion of each Rental Payment is paid as and represents the payment of interest as set
forth in Exhibit B. The Rental Payments will be payable for the Lease Term in dollars (U.S.),
without notice or demand at the office of Lessor (or such other place as Lessor o' its
assignee may designate from time to time in writing). In the event any payment by
Lessee hereunder is received by Lessor or its assignee later than ten (10) days from the
•
due date, Lessee shall pay Lessor on demand as a late charge, ten per cent (10%) of
such overdue amount, limited, however, to the maximum amount allowed by law
EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 5 HEREOF, THE RENTAL PAYMENTS WILL BE
ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SETOFF,
DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER.
All Rental Payments shall be payable out of the general funds of Lessee or out of cny
other available funds. Lessor may revoke acceptance of each Schedule at any time
prior to receipt of Lessee's first Receipt Certificate thereunder if Lessor determines that(i)
any written representation made to it by Lessee proves to have been false or misleading
in any material respect when made, (li) subsequent to the making of any such
representation there has occurred a material change such that any such representation
as made is not t'ue and correct, (Hi) any event which would constitute a default under
the Lease has occurred, or(iv) there has been a substantial and material change n
Lessee's financial condition or operations which has a material adverse effect on
Lessee's creditworthiness.
4. DELIVERY; PAYMENT OF EQUIPMENT COST. The Equipment will be delivered to Lessee
by the Lessor(the "Equipment Vendor") at Lessee's address above or such other location
specified in Exhibit A to each Schedule (the "Equipment Location"). If part of Lessor's
bid/quote, Lessee will pay all transportation and other costs, if any, incurred in
connection with the delivery and installation of the Equipment.
5. TERMINATION FOR GOVERNMENTAL NON-APPROPRIATIONS Lessee is a bona fide
governmental entity of the State of Colorado with Lessee's fiscal year ending on June
30"' of each calendar year. If Lessee does not appropriate sufficient funds to continue
making the Rental Payments required under this Lease for any of Lessee's fiscal years
subsequent to the one in which the Lease is executed and entered into, then this: Lease
shall be terminated effective upon expiration of the fiscal year in which sufficient funds to
continue satisfaction of _essee's obligation under this Lease were lost appropriated by
Lessee and Lessee shall not, in this sole event, be obligated to make any further
payments due beyond said fiscal year. Lessee warrants that the necessary funds shall
have been appropriated for all of the Equipment for Lessee's current fiscal year. Lessee
shall give Lessor immediate notice of Lessee's intent to terminate this Lease uncle-this
Section 5, which notice shall contain the termination date (which shall be the end of the
last of Lessee's fiscal years for which appropriations for the Equipment were made) (the
"Termination Date") and Lessee shall comply with the provisions of Section 22 of this
Lease. In the event of any early termination of the Lease under this Section, all
obligations of Lessee to make Rental Payments which would otherwise be due hereunder
after the Termination Date shall cease.
6. SELECTION OF VENDOR. Lessee acknowledges that the Equipment had been
purchased in accordance with Lessee's specifications from Lessor as selected by Lessee.
7. TITLE; SECURITY INTEREST. During the Lease Term title to the Equipment shall vest in
Lessee, subject to Lessor's rights under Sections 5 and 22 of this Lease. To secure the
payment of the Rental Payments for all Schedules and any ana all liabilities, direct,
indirect, absolute, contingent, due or to become due or existing or hereafter arising of
Lessee to Lessor, Lessee grants to Lessor as the secured party, a security interest in and to
all Equipment described in Exhibit A to each Schedule, together with all additions,
attachments, accessions, substitutions and proceeds with respect thereto and Lessor
shall retain its security interest in the Equipment for each Schedule until the Lease Term of
the last Schedule entered into hereunder shall expire. Lessee agrees, if requested by
Lessor or its assignee, to execute and deliver to Lessor or its assignee financing statements
or other similar instruments furnished by Lessor to its assignee.
8. PERSONAL PROPERTY. The Equipment is and will remain personal property and will not
be deemed to be affixed or attached to real estate or any building thereon. If
requested by Lessor, Lessee will, at its expense, furnish a landlord or mortgage waiver
with respect to the Equipment.
9. USE; REPAIRS. Lessee will use the Equipment in a careful manner for the use
contemplated by the manufacturer of the Equipment and shall comply with all laws,
ordinances, insurance policies and regulations relating thereto, and will pay all costs,
claims, damages, fees and charges arising out of its possession, use or maintenance.
Lessee, at it expenses, will keep the Equipment in good repair and will furnish all parts,
mechanisms and devices required therefor, which shall be provided by Lessor.
10. ALTERATIONS. Lessee will not make any alterations, additions or improvements to the
Equipment without Lessor's prior written consent unless such alterations, addition or
improvements may be readily removed without damage to the Equipment.
11. LOCATION; INSPECTION. The Equipment will not be removed from, or if the
Equipment consists of rolling stock its permanent base will not be changed from, the
Equipment Location without Lessor's prior written consent which will not be unreasonably
withheld. Lesser will be entitled to enter upon the Equipment Location or elsewhere
during reasonable business hours to inspect the Equipment or observe its use and
operation.
12. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of all levies. liens
and encumbrances except those created under this Lease. Lessee shall pay, when due,
all charges and taxes(local, state or federal) which may now or hereafter be imposed
upon the ownership, leasing, rental, sale, purchase, possession or use of the Equipment,
excluding, however, all taxes on or measured by Lessor's income. If Lessee foils ro pay
said charges and taxes when due, Lessor shall have the right, but shall not be obligated,
to pay said charges and taxes. If Lessor pays any charges or taxes for which Lessee is
responsible or liable under this Lease, Lessee shall, upon demand, reimburse Lessor
therefor as additional rent the amount of any such charges or taxes plus interest thereon
at the highest rate allowed by law to the date of said reimbursement.
13. RISK OF LOSS; DAMAGES; DESTRUCTION. Lessee assumes all risk of loss or damage to
the Equipment from any cause whatsoever, and no such loss of or damage to the
Equipment shal relieve Lessee of the obligation to make Rental Payments or to perform
any other obligation under this Lease, In the event of damage to any item of Equipment,
Lessee will immediately place the same in good repair with the proceeds of any
insurance recovery applied to the cost of such repair. If Lessor determines that any item
of the Equipment is lost, stolen, destroyed or damaged beyond repair Lessee, at its
option, will either: (a) replace the same with like Equipment in good repair, or (k)) on the
next Rental Payment date pay Lessor: (i) all amounts owed by Lessee under this _ease,
including the Rental Payment clue on such date; and (H) and amount equal to the •
applicable Termination Value set forth in each Exhibit B.
In the event thct Lessee is obligated to make such payment with respect to less Than all
of the Equipment, Lessor will provide Lessee with the pro rata amount of the Rental
Payment and the Termination Value or balance of the Rental Payments then remaining
unpaid hereunder, as applicable, to be made by Lessee with respect to the Equipment
which has suffered the event of loss.
14. INSURANCE. Lessee will, at its expense, maintain at all times during the Lease Term,
fire and extended coverage, public liability and property damage insurance with
respect to the Equipment in such amounts, covering such risks, and with such insurance
companies as shall be satisfactory to Lessor. In no event will the insurance limits be less
thcn the amount of the then applicable Termination Value as provided in Section 15
below. Each insurance policy will name Lessee as an insured and Lessor or its assigns as
an additional insured and loss payee, and will contain a clause requiring the insurer to
give Lessor at least thirty (30) days prior written notice of any alteration of the terms of
such policy or the cancellation thereof. The proceeds of any such policies will be
payable to Lessee and Lessor or its assigns as their interests may appear.
Upon acceptance of the Equipment and upon each insurance renewal date, Lessee will
deliver to Lessor a certificate evidencing such insurance. In the event of any loss,
damage, injury or accident involving the Equipment, Lessee will promptly provide Lessor
with written notice thereof and make available to Lessor all information and
documentation relating thereto.
15. PURCHASE OPTION. On each Rental Payment due date, Lessee shall have an option
to purchase the Equipment of an amount equal to the Termination Value set forth in
Exhibit B. Lessee's rights hereunder shall be conditioned upon Lessee's having performea
all terms and conditions hereof in a timely fashion and no Event of Default shall have
occurred either during the term of the Lease nor at the time this option to purchase is
sought to be exercised. Further, Lessee shall, as a condition precedent, give notice of its
intention to exercise its option at least thirty (30) days prior to the date upon which it
seeks to exercise said right. At such time as Lessee shall have fully paid the total Rental
Payments for the entire Lease Term under each Schedule and Lessee shall have fully
paid and performed all other obligations hereunder and thereunder and providec no
Event of Default has occurred and is continuing, Lessee may at its option pay to Lessor
the sum of ONE DOLLAR ($1.00), whereupon title to the Equipment shall remain vested in
Lessee and Lessor shall transfer any and all of its rights and interest in the Equipment
under such Schedule to Lessee as is, where is, without warranty, express or implied,
except Lessor will warrant to Lessee that the Equipment is free ana clear of any liens
created be Lessor. This option shall be exercised by written notice to Lessor given within
the thirty (30) dcy period prior to the last day of the Lease Term for each Schedule.
16. LESSEE REPRESENTATIONS, COVENANTS. Lessee represents and warrants that it is a
state, or a political subdivision thereof, within the meaning of Section 103 of the Internal
Revenue Code of 1986, as amended. and the related regulations and rulings thereunder,
(the "Code") or the District of Columbia, and that Lessee's obligation under this tease
constitutes an enforceable obligation issued on behalf of a state or political subdivision
thereof, or the District of Columbia, such that any interest income derived under this
Lease and due Lessor or its assignee, including but not limited to those amounts
designated as interest in Exhibit B, will qualify for exclusion from gross income of Federal
income taxes by Lessor, its assignee, and any participants with such, under Section 103 of
the Code, Lessee agrees to execute a power of attorney authorizing Lessor to make
application to the Internal Revenue Service for a letter ruling with respect to the issue.
Lessee further warrants that:
(a) This Lease has been duly authorized, approved, executed and delivered anc is a
valid and binding contract of Lessee enforceable against Lessee in accordance with
its terms.
(b) This Lease represents a valid deferred payment obligation of Lessee, for the amount
herein set forth and that Lessee has the legal capacity to enter into the same and is
not in contravention of any town/city, district, county, or state statute, rule regulation,
or other governmental provision.
(c) Lessee shall take no action which would cause the interest component of the Rental
Payments to become includable in gross income for Federal income tax purposes
under the Code and Lessee shall take all affirmative actions legally within its power to
ensure that such interest component for the Rental Payments does not become
includable in gross income for Federal tax purposes under the Code.
(d) During the Lease Term, the Equipment will be used by Lessee only for the purpose of
performing governmental or proprietary functions of Lessee consistent with the
permissible scope of Lessee's authority and will not be used in a trade or business of
any person or entity other than Lessee. Lessee will not sublet or lend the Equipment
or permit it to be used by anyone other than Lessee or Lessee's employees. Lessee
will not make or allow any use of the Equipment or any portion thereat that would
cause this Lease to become a "private activity bona" within the meaning of the
Code,
(e) In authorizing and executing this Lease, Lessee has complied with all public bidding
laws and other state and Federal laws applicable to the Lease and the acquisition of
the Equipment.
(0 Lessee agrees to comply with all reporting and filing requirements of Section 149(e) of
the Code necessary to maintain the tax-exempt status of this Lease, including
assisting in filing Internal Revenue Form 8038G or 8038 GC, as the case may be.
(g) During the Lease Term, Lessee will keep a complete and accurate record of all
assignments in form necessary to comply with Section 149(a) of the Code.
(h) Lessee will comply with all requirements of the Code and regulations necessary to
insure that the Lease does not become an "arbitrage bond" within the meaning of
the Code.
(i) Lessee is not entering into any transactions pursuant to this Lease, which would
enable Lessee to exploit the difference between tax-exempt and taxable interest
rates.
(j) No sinking fund is being established pursuant to this Lease. This obligation is not being
issued for the purpose of retiring any earlier obligations.
(k) No portion of the gross proceeds of the Lease will be issued to make or finance loans
to persons other than governmental units or be used in any trade or business carried
on by any person other than a governmental unit.
17. INDEMNIFICATION. In the event that Lessee is not a state or political subaivision
thereof within the meaning of Section 103 of the Code, or if for any reason the usage of
the Equipment would cause any interest payment hereunder to lose its exemption from
Federal taxation, or if Lessee fails to comply with the information reporting requirements
of Section 149(a)of the Code or if Lessee fails to keep a record of all assignments of the
Lease pursuant'o Section149(a) of the Code, then Lessee agrees to pay Lessor, its
assignees, and any participants with such, an additional amount which, together with
the amount of interest to be paid by Lessee under this Lease, puts Lessor, its assignees,
and any participants with such, in the same after-tax position they would have been had
such payments been exempt from taxation under Section 103 of the Code.
To the extent permitted by law, Lessee agrees to be solely responsible for and to
indemnify Lesso'against, and hold Lessor harmless from, any and all claims, actions,
proceedings, expenses, damages, liabilities or losses, including reasonable attorney's
fees and court costs arising in connection with this Lease or the Equipment. including, but
not limited to, its selection, purchase, delivery, possession, use, operation or return and
the recovery of claims under insurance policies thereon. This covenant of inaemnity shall
continue in full farce and effect notwithstanding the payment of all Rental Payments and
the vesting of title to the Equipment in Lessee, as provided in this Lease, or the
termination of this Lease in any manner whatsoever.
18. ESSENTIAL USE. It is Lessee's intent to make Payments for the full Lease Term it funds
are legally available therefor and in that regard Lessee represents that: (a) the use of the
Equipment is essential to Lessee's proper, efficient and economic functioning or to the
services that Lessee provides to its citizens, (b) Lessee has an immediate need for and
expects to make immediate use of substantially all the Equipment, which need is not
temporary or expectea to diminish in the forseeable future, and (c) the Equipment will be
used by Lessee only for the purpose of performing one or more of its governmentc or
proprietary functions consistent with the permissable scope of its authority.
19. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not assign, transfer,
pledge, hypothecate or grant any security interest in or other wise dispose of this Lease
or the Equipment or any interest in this Lease or the Equipment.
Lessor, without the consent of Lessee, may assign its right, title and interest in ana to this
Lease, the Equipment and any other documents executed with respect to this Lease,
and/or grant or assign a security interest in this Lease and the Equipment in whole or in
part; however, Lessor may not assign its warranties, maintenance and other obligations.
Any such assignees shall have all of the rights of Lessor under this Lease. Subject to the
foregoing, this Lease inures to the benefit of and is binding upon the heirs, executors,
administrators, successor and assigns of the parties hereto. Any assignment of
reassignment of any of Lessor's right, title or interest in this Lease or the Equipment shall be
effective upon receipt by Lessee of a duplicate original of the counterpart document by
which the assignment or reassignment is made, disclosing the name and address of
each such assignee and, where applicable, to whom further payments hereunder
should be made. Notwithstanding the above, Lessor may assign any interest in this Lease
upon terms which provide that the assignor or assignee will act as a collection and
paying agent("Agent") for holders of certificates of participation in this Lease, provided
Lessee receives written notification of the name and address of the Agent and a copy of
the agency agreement. Lessee agrees to acknowledge in writing any assignments if so
requested.
LESSEE AGREES THAT UPON NOTICE OF SUCH ASSIGNMENT IT SHALL PAY DIRECTLY TO
LESSOR'S ASSIGNEE WITHOUT ABATEMENT, DEDUCTION OR SETOFF ALL AMOUNTS WHICH
BECOME DUE HEREUNDER AND FURTHER AGREES THAT IT WILL NOT ASSERT AGAINST
LESSOR'S ASSIGNEE ANY DEFENSE, CLAIM, COUNTERCLAIM OR SETOFF ON ACCOUNT OF
ANY REASON WHATSOEVER WITH RESPECT TO ANY RENTAL PAYMENTS OR OTHER AMOUNTS
DUE HEREUNDER AND WITH RESPECT TO ANY ACTION BROUGHT TO OBTAIN POSSESSION OF
THE EQUIPMENT PURSUANT TO THIS LEASE.
20. EVENTS OF DEFAULT. The term "Event of Default as used in this Lease, means the
occurrence of any one or more of the following events:
(a) Lessee fails to make any Rental Payments (or any other payment) as it becomes due
in accordance with the terms of this Lease, and any such failure continues for ten
(10) days after the due date thereof:
(b) Lessee fails to perform or observe any other convenient, condition, or agreement to
be performed or observed by it hereunder and such failure is not cured within twenty
(20) days after receipt of written notice thereof by Lessor;
(c) The discovery by Lessor that any statement, representation, or warranty made be
Lessee in this Lease or in any writing delivered by Lessee pursuant hereto or in
connection herewith is false, misleading, or erroneous in any material respect
(d) Lessee becomes insolvent, makes an assignment for the benefit of creditors, c:pplies
or consents to the appointment of a receiver, trustee, conservator or liquidator of
Lessee of all or substantial part of its assets, or a petition for relief is filed by Lessee
under Federal bankruptcy, insolvency or similar laws; or a petition a preceding under
any bankruptcy, insolvency or similar laws is filed against Lessee and is not dismissed
within thirty (30) days thereafter:
(e) Lessee shall be in default under any other Schedule under this Agreement or any
other agreement executed at any time with Lessor, or its assignee(s).
21. REMEDIES. Upon the occurrence of an Event of Default, Lessor may, at its option,
exercise any one or more of the following remedies:
(a) By written notice, and to the extent allowed by the law of the jurisdiction governing
of this Lease, to Lessee declare an amount equal to all amounts then due under this
Lease and all remaining Rental Payments due during the Lease Term to be
immediately due and payable, whereupon the same shall become immediately due
and payable:
(b) By written notice to Lessee, request Lessee to (and Lessee agrees that it will), ca
Lessee's expense, promptly return the Equipment to Lessor in the manner set forth in
Sec-ion 22 hereof, or Lessor, at it's option, may enter upon the premises where the
Equipment is ocated and take immediate possession of and remove the same:
(c) Sell or lease the Equipment or sublease it for the account of Lessee, holding Lessee
liable for (i) ail Rental Payments and other payments due to the effective date of
such selling, leasing or subleasing; and (ii) for the difference between the purchase
price, rental and other amounts paid by the purchaser, lessee or sublessee pursuant
to such sale, lease, or sublease and the remaining amounts payable by Lessee
hereunder; and
(d) Exercise any other right, remedy or privilege which may be available to it under
applicable law including the right to (i) proceed by appropriate court action to
enforce the terms of this Lease; (ii) recover damages for the breach of this Lease;
and (iii) rescind this Lease as to any of all of the Equipment in accordance with
applicable laws and procedures.
In addition, Lessee will remain liable for all covenants and indemnities under this Lease
and for all legal fees and other costs and expenses, including court costs, incurred by
Lessor with respect to the enforcement of any of the remedies listed above or any
remedy available to Lessor.
22. TERMINATION PROCEDURE. In the event Lessor is entitled under the provisions of this
Lease, including any termination hereof pursuant to Sections 5 and 21 hereof, to obtain
possession of the Equipment, title to the Equipment shall immediately vest in Lessor and
Lessee shall make the Equipment available to Lessor free of all liens and encumb•cnces
in at least as good condition and repair as when delivered to Lessee, ordinary wear and
tear resulting from proper use alone is expected. Lessee agrees, at its expense, to advise
Lessor of the location or locations where the Equipment may be found, permit Lessor
access to Equipment, voluntarily relinquish possession of the Equipment to Lessor, deliver
the Equipment to a reasonable location specified by Lessor, and fully cooperate with
Lessor in all respects in the removal of and redelivery of the Equipment to Lessor. Lessee
agrees to execute and deliver to Lessor all documents reasonably necessary to transfer
legal and beneficial title to the Equipment to Lessor and to evidence the termination of
Lessee's interest in the Equipment.
23. LAW GOVERNING, This Lease shall be governed by the laws of the State of Colorado,
24. NOTICES. Al notices to be given under this Lease shall be made in writing and
mailed by certified mail to the other party at its address set forth herein or at such
address as the party may provide in writing from time to time. Any such notices shall be
deemed to have been received five (5) days subsequent to mailing.
25. SECTION HEADINGS. All section headings contained herein are for the convenience
of reference only and are not intended to define or limit the scope of any provision of
this Lease.
26. DELIVERY OF RELATED DOCUMENTS. Lessee will execute or provide, as requesled by
Lessor, annual budget and financial information and such other documents and
information, including an opinion of Lessee's counsel as to the validity and enforceability
of this Lease, as are reasonably necessary with respect to the transaction contemplatea
by this Lease.
• 27. ENTIRE AGREEMENT: WAIVER. This Lease, together with the Schedules and Exhibits,
attached hereto and thereto, if required, are made part hereof and any other
attachments hereto and other documents or instruments executed by Lessee or _essor in
connection herewith constitute the entire agreement between the parties with respect
to the lease of the Equipment. This Lease and any Schedule shall not be modified,
amended, altered, or changed except with the written consent of Lessee ana Lessor.
Any provision of this Lease or any Schedule found to be prohibited by law shall be
ineffective to the extent of such prohibition without invalidating the remainder of this
Lease. The waiver by Lessor of any breach by Lessee of any term, convenant or
condition hereof shall nct operate as a waiver of any subsequent breach hereof.
28. APPOINTMENT. In compliance with Section 149(a) of the Internal Revenue Code of
1986, as amended, Lessee hereby designates Lessor to be its agent for the purposes of
mainta ning a book entry system identifying the ownership or interest in and to this Lease
and each Schedule and Lessor hereby accept its duties as agent hereunder.
29. ADDITIONAL PROVISION. Any amendments to the standard language of this ._ease
will be set forth in riders attached hereto and made a part hereof.
30. Y2K ACKNOWLEDGEMENT. Lessee has reviewed the areas within the business aria
operations which could be adversely affected by, and has developed or is developing a
program to address on a timely basis, the "Year 2000 Problem" (that is, the risk that
computer applications used by Lessee may be unable to recognize and perform
properly date-sensitive functions involving certain dates prior to and any date on or after
December 31, 1999), and has made related appropriate inquiry of material suppliers and
vendors, Based on such review and program, Lessee believes that the "Year 2000
Problem" will nct have a Material Adverse Effect. As used herein, "Material Adverse
Effect" shall mean (1) a materially aaverse effect on the business, condition (financial or
otherwise), operations, performance or properties of Lessee, or (2) a material impairment
of the agility of Lessee to perform its obligations under or to remain in compliance with
this Agreement or any of the documents executed in connection therewith. From time
to time, at the request of Lessor, Lessee shall provide to Lessor such updated information
or documentation as is requested regarding the status of its efforts to address the "Year
2000 Problem".
LESSEE: Veld County Government
By: \I
Title: _('19 Ai rz 8 1.0e IS ( tc/,oiir/rSs-4nzvzs
Date: _ cr .. 7 �
LESSOR: Mirror Image Technologies, Inc,
By: o..�r . r t r •p�a to l
Title: Josep T. Cherry/Pre§iq nt
Date: ))
EXHIBIT A
TO SCHEDULE NO. ONE., DATED AS OF SEPTEMBER 16, 1999
TO MASTER LEASE-PURCHASE AGREEMENT DATE SEPTEMBER 1.6, 1999
LOCATION MODEL SERIAL # FINISHER
PURCHASING #7050 #25SE13578 #122JO9587
SOCIAL SERVICES #7050 #25SE133 U #122.111569
SOCIAL SERVICES #7050 #25SE13353 #122J11587
SOCIAL SERVICES #7050 #25SE13327 #12251158?
EXTENSION OFFICE #7050 #255E13313 41225.11580
HUMAN SERVICES #7050 #25SE13325 #122511583
HUMAN SERVICES #7050 #25SE13343 #121511596
HEALTH ADMIN. #7050 #25SE13309 #12251 1613
HEALTH NURSING #7050 . #?5.SEI 1333 #1?2111621
HEALTH ENVIRON. #7050 #25SE13331 #1?^111589
PLANNING #7050 #25SE13350 #122511612
PUBLIC WORKS #7050 #255E13326 #1?2511600
SHERIFF ADMIN #7050 #25SE 13339 412'311561
SHERIFF NORTH JAIL #7050 #2 5SE 13336 4192J11579
ASSESSORS OFFICE #7050 #25SE13317 #122J11607
DISTRICT ATTORNEY #7050 #25SE13341 #122511565
CO. ATTORNEY #7050 #25SE13612 #122110088
VETERANS #121? #26FE01921
BUILDINGS & GROUNDS #1212 #26FE02026
CLERK & REC. SOUTH #1015 #26EE09650
SHERIFF SOUTH CC). #2330 #3SGE01620
SHERIFF NORTH CC). #2330 #35OE01429
PRINT SHOP #7060 #55FE006i2 #12230459?
PRINT SHOP #7060 #55FE00616 #1?2306148
HUMAN SERVICES #7040 #55HE02620 #120J03400
CLERK& REC. 47040 #55HE02558 #1?0303426
SOCIAL SERVICES 07040 #55HE00049 #120500078
SOCIAL SERVICES IP 402 #123X00087
LESSE : WELD COUNTY GOVERNMENT LESSOR: MIRROR IMAGE TECH. INC.
BY: • ` W____ BY: O. -IL .
TITLE: , /�� •/1 (".� - . en,,r1ts5ton rRs TITLE: Gr-,
DATE: `,i _. .% _ I DATE: _ a t --9
z
EXHIBIT B
TO SCHEDULE NO. ONE,DATED AS OF SEPTEMBER 16, 1999
TO MASTER LEASE-PURCHASE AGREEMENT DATED SEPTEMBER 16, 1999
Date Payment Interest Principal Balance
Loan 09/23/1999 591,391.01
1 05/23/1999 35,034.42 0.00 35,034.42 556.356.59
2 12123/1999 35,034.42 8.512.26 26,522.16 529.824.43
1999 Totals 70,068.84 8,512.26 61,556.58
3 03/23/2000 35,034.42 8,106.47 26,927.95 502,906.43
4 06/23/2000 35,034.42 7,694.47 27,339.95 475.566.53
5 09/23/2000 35,034.42 7,276.17 27,758.25 447 808.28
6 12/23/2000 35,034.42 6.851.47 28,182.95 419.625.33
2000 Totals 140,137.68 29,928.58 110,209.10
7 03/23/2001 35,034.42 6,420.27 28.614.15 391,011.18
8 06/23/2001 • 35,034.42 5.982.47 29,051.95 361.959.23
9 09/23/2001 35,034.42 5,537.98 29,496.44 332.462.79
10 12/23/2001 35,034.42 5,086.68 29,947.74 302,515.05
2001 Totals 140,137.68 23.02 7.40 117,110.28
11 03/23/2002 35,034.42 4,628.48 30,405.94 272.109.11
12 06/23/2002 35,034.42 4,163.27 30,871.15 241 ,237.96
13 09/23/2002 35,034.42 3,690.94 31,343.48 209,394.48
14 12/23/2002 35,034.42 3.211.39 31,823.03 178,071.45
2002 Totals 140,137.68 15,694.08 124,443.60
15 03/23/2003 35,034.42 2,724.49 32,309.93 145, 61.52
16 06/23/2003 35,034.42 2,230.15 32,804.27 112,957.25
17 09/23/2003 35,034.42 1,728.25 33,306.17 79,65 1.08
18 12/23/2003 35,034.42 1,218.66 33,815.76 45,325.32
2003 Totals 140,1:37.68 7,901.55 132,236.13
19 03/23/2004 35,034.42 701.28 34,333.14 11,502.13
20 06/23/2004 11,678.14 175.96 11,502.18 0.00
2004 Totals 46,712.56 877.24 45,835.32
Grand Totals 677,332.12 85,941.11 591,391.01
Note: Lessee may payoff the lease at anytime for 102% of the unpaid principal plus accrued interest.
LES : WELD COUNTY/. . ,
—r'X LESSOR: NIIRROR�IMAGE TECH. INC.
-
Title:J 1h� --61_14,,l ft t --61_14,, �����„ 1[.'.22fiJ 55, i i
Date: c/-.,2 7- 7 TITLE: 7 1f .-.
DATE: - a ( - I
SCHEDULE NO. ONE
LESSEE: Weld County Government DATE: September 1o,1999
915 10'" Street
Greeley, CO 80631
LESSOR: Mirror Image Technologies, Inc.
1439 Stillwater Avenue
Cheyenne, WY 82009
1 . EQUIPMENT DESCRIPTION. The Equipment covered by this Schedule is as
described in Exhibit A hereto.
2, TERM AND ACCEPTANCE. The Term of the Schedule shall commence upon
execution hereof by Lessee and Lessor and terminate upon the payment by Lessee of
the last Rental Payment required to be made by it in accordance with Exhibit B hereto
Lessee hereby authorizes its General Director to execute and deliver each Receipt
Certificate.
3. RENTAL PAYMENTS. The Rental Payments required to be made under this
Schedule and in accordance with the term of the Agreement shall be made in the
amounts, in dollars (U.S.), and at the times set forth on Exhibit B hereto. All Payments and
other amounts due hereunder or the Agreement shall be paid to Lessor or Lessor's
Assignee at its cddress set forth above in such other manner as Lessor shall notify Lessee
of.
4, CERTAIN REPRESENTATIONS AND WARRANTIES AND DESIGNATION.
Lessee hereby confirms, represents and warrants as follows: (a) all representations and
warranties made by Lessee in the Lease (specifically including those contained in
Sections 16 of the Lease) or any document or certificate furnished pursuant to the Lease
are true and correct as of the date hereof with the same effect as though made on the
date hereof; (b; there has not occurred nor is there presently continuing a Event of
Default under the terms of the Lease, nor any other event which with the giving of notice
or the apse of time or both, would become an Event of Default; and (c) funds sufficient
of the oayment by Lessee of the Payments and other amounts with respect to this
Schedule for its current fiscal year have been duly budgeted and appropriated and are
available for such payment by Lessee. (ii)This Lease represents a valid deferred
payment obligation of Lessee, for the amount herein set forth and that the Lessee has
the legal capacity to enter into the same and is not in contravention of any town/city,
district, county, or state stature, rule regulation, or stature, rule regulation, or other
governmental provision.
5. GENERAL PROVISIONS. All defined terms used in the Schedule shall have
the meaning set forth in the Master Lease-Purchase Agreement first referred to above
(the "Lease"). This Schedule is deemed to be an integral part of the Lease. All terms and
conditions of the Lease are incorporated herein by reference except that other
Schedules entered into pursuant to the Lease shall not be deemed to incorporatea
herein. Any reference to Lessor in the Schedule shall mean Lessor and its assigns or
successors except as otherwise provided.
6. SECURITY INTEREST. To secure the performance by Lessee of it obligations
under all present and future Schedules to the Lease, including, without limitation, the
making of all Rental Payments hereunder and thereunder, Lessee grants tc Lessor a
security interest in all of the Equipment and on all additions, attachments, accessories
and substitutions thereto and thereof, and on any proceeds therefrom.
LESSEE ACKNOWLEDGES RECEIPT OF A SIGNED TRUE AND EXACT COPY OF THIS SCHEDULE.
LESSEE: _ Ef.L 1.}t? ii Vii/ Ty`
By: \}r --! /�
Title: iti I.C,n(hiiPaWVfy 1, 1I Azrn t�i7y1
/// /n r S5' tin ell
Date: /_ .27_ 5
LESSOR: Nlirror Image Tec nalogies, Inc.
By: _ . `"1YL <h„._ •r -�
Title: LP!�a --k e..*
C) .(c _ C,I
Date:
EXHIBIT A
TO SCHEDULE NO. ONE., DATED AS OF SEPTEMBER 16, 1999
TO MASTER LEASE-PURCHASE AGREEMENT DATE SEPTEMBER 36, 1999
LOCATION MODEL SERIAL # FINISHER
PURCHASING #7050 #25SE13578 4122JO9587
SOCIAL SERVICES #7050 #?5SE13312 #122511569
SOCLAL SERVICES #7050 #25SE13353 #122311587
SOCIAL SERVICES #7050 #25SE13327 #122511582
EXTENSION OFFICE #7050 #25SE13313 #122111580
HUMAN SERVICES #7050 #25SE13325 #12?J11583
HUMAN SERVICES #7050 #25SE13343 #122511596
HEALTH ADMIN. #7050 #25SE13309 412231 I613
HEALTH NURSING #7050 #25SE11333 4122.111621
HEALTH ENVIRON. #7050 #25SE13331 #1??511589
PLANNING #7050 #25SE13350 W7'511612
PUBLIC WORKS #7050 #255E13326 4122511600
SHERIFF ADMIN #7050 #25SE133 39 #122111561
SHERIFF NORTH JAIL #7050 #25SE13336 #12'511579
ASSESSORS OFFICE 47050 #25SE13317 #122J11607
DISTRICT ATTORNEY #7050 #25SE13341 #122311565
CO. ATTORNEY #7050 #25SE11361? 4122510088
VETERANS 412_12 #26FE01921
BUILDINGS & GROUNDS #1212 #26FE02026
CLERK & REC. SOUTH #1015 #26EE09650
SHERIFF SOUTH CO. 42330 #35GE01620
SHERIFF NORTH CO. 42330 #35GE01429
PRINT SHOP #7060 #55FE00612 #122504591
PRINT SHOP 47060 #55FE00616 #122506148
HUMAN SERVICES =7040 #55HE02620 #120J03400
CLERK & REC. #7040 #55HE02558 #120J03426
SOCIAL SERVICES 47040 #55HE00049 #120500078
SOCIAL SERVICES I? 402 #123X00087
LESS E: WELD COUNTY GOVERNMENT LESSOR: MIRROR IMAGE TECH. INC.
"
BY: BY: L ( & 1
TITLE: MAti r', Br/ Gist,/d it. (lei—mi;t.c/of{ors TITLE: trer
DATE: ___ft ,27— ';'1 _ DATE: T .I-C 7' 1:
,S iL
MIlF
Mirror Image Technologies, Inc.
Cheyenne • Casper • Sheridan • Ft. Collins • Longmont
1-800-320-6360
FULL SERVICE MAINTENANCE AGREEMENT
PLAN EQUIPMENT METER READING SERVICE CHARGE GUARANTEED
MODEL SERIAL NO READING DATE
58 See Exhibit A 09/16/99
months For Complete
List of Equipment
BILLING ADDRESS INSTALLATION ADDRESS
Company Name Company Name
Weld County Government Same
Address Address
915 10th Street
City ST ZIP City ST ZIP
Greeley CO 80631
Attn: Attn:
Pat Perischino
Customer agrees to purchase and Mirror Image Technologies, Inc. agrees to provide service for the equipment identified
above, in accordance with the terms and conditions of this agreement.
No terms or conditions, expressed or implied, are authorized unless they appear on original of this agreement, signed by
the Customer and an Officer cf Mirror Image Technologies, Inc.
THE ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF ARE INCORPORATED IN AND
MADE PART OF THIS AGREEMENT. NO CHANGE, ALTERATION OR AMENDMENT OF THE TERMS OR
CONDITIONS OF THIS AGREEMENT ARE AUTHORIZED OR EFFECTIVE UNLESS THEY HAVE BEEN AGREED TO
IN WRITING BY AN OFFICER OF MIRROR IMAGE TECHNOLOGIES, INC. NOT COURSE OF DEALING OR OTHER
CONDUCT OR CUSTOM SHALL CONSTITUTE AN AMENDMENT TO THE TERMS HEREOF NOR ALTER OR VARY
THE TERMS OF THIS AGREEMENT.
MIRROR IMAGE TECHNOLOGIES, INC. CUSTOMER AGREEMENT
Mirror Image Technologies, Inc. Representative Signature Customer Name
Weld County Government
Prin Sign re ame +—lhorized Signature an Date
Josep . Cherry, Sr.
Branch Office Address Printed Signature Narpe and/Title
1439 Stillwater Avenue Tht3I a. k / i I /
Cbth[L ,
City - ST ZIP Purchase t orderite//N„l of 7and r�c ,on Date
Cheyenne WY 82009 Not Applicable
1. GENERAL SCOPE OF COVERAGE
This agreement covers both the labor and the material for adjustments, repairs and replacements of parts as necessitated by normal use of the equipment
excepts as hereinafter provided. Damage to the equipment or its part arising out of misuse, abuse, negligence, attachment or unauthorized components,
• accessories or parts,use of sub-standard supplies,or other causes beyond Mirror Image Technologies,Inc.'s control are not covered and may subject customer
to a surcharge or to cancellation of the agreement. In addition, Mirror Image Technologies, Inc., or if parts,accessories or components not authorized by Mirror
Image Technologies, Inc.are fitted to':he equipment. Includes all black toner, black developer and drums. All toner included is based off Konica stated yields.
at 6%coverage. All toner overages will be billed accordingly.
2. SERVICE CALLS
Service calls under this agreement will be made during normal business hours at the installation address shown on the reverse side of the agreement. A Mirror
Image Technologies, Inc. service representative will respond to the needs of the customer within two hours of the initial service call either in person or via
telephone. Technical service will then be provided within an average of 8 hours thereafter. Travel and labor time for service calls after normal hours, on
weekends and on holidays,if and when available,will be charged at overtime rates in effect at the time the service call is made. Mirror Image Technologies, Inc.
service representatives will not handle, disconnect or repair unauthorized attachments or components; customer will be responsible for disconnecting and re-
connecting unauthorized attachments or components. The customer hereby indemnifies and hold Mirror Image Technologies, Inc. harmless for claims fo-
damages to any unauthorized parts,ccmponents or accessories resulting from service performed on Mirror Image Technologies. Inc.equipment.
3. EXTENT OF LABOR SERVICES
Labor performed during a service call includes lubrication and cleaning of the equipment and the adjustments,repair or replacemenr:of parts.
4. RECONDITIONING
When, in its sole discretion, Mirror Image Technologies, Inc. determines a shop reconditioning is necessary as a direct result of expected materials wear and
age factors caused by normal office environment usage, to keep the equipment in working condition, Mirror Image Technologies, Inc.will submit to customer an
estimate of needed repairs and the cost thereof, which will be in addition to the charge payable under this maintenance agreement. If the customer does nof
authorize such reconditioning, Mirror Image Technologies, Inc. may discontinue service of the equipment under this agreement, refunding the unused portion of
the maintenance charge, or may refuse to renew this agreement upon its expiration. Thereafter, Mirror Image Technologies, Inc. service will be available on a
"Per Call"basis at published rates.
5. TERM
This agreement shall become effective upon receipt by Mirror Image Technologies, Inc. of the initial annual maintenance charge provided on the reverse side
hereof and shall continue for one full calendar year or the maximum number of copies shown on the reverse side, whichever occurs sooner. It shall be
automatically renewed for successive similar periods subject to the receipts by Mirror Image Technologies, Inc.of the maintenance charge in effect at the time of
renewal,provided that the customer is not then in default. In addition to any other rights under this agreement,either party may terminate this agreement at any
time by giving 30 days prior written notice to the other party,and the unused portion of the maintenance charge will be refunded.
6. CHARGES
This initial annual charge for maintenance under this agreement shall be the amount set forth on the reverse side hereof. The annual maintenance charge with
respect to any renewal term will be the charge in effect at the time of renewal. Customer agrees to pay the total of all charges for maintenance during the initial
term and any renewal term within 10 cays of the date of Mirror Image Technologies, Inc.'s invoice for such charges. Customer understands that alterations,
attachments, specification changes, or use of sub-standard supplies that cause excessive service calls, may require an increase in maintenance charges and
agrees to pay such charges promptly when due. MIT has the right,in its discretion,to increase this annual maintenance and cost of supplies by 10%annually.
7. BREACH OR DEFAULT
If the customer does not pay all charges for maintenance or parts as provided hereunder,promptly when due:(1)Mirror Image Technologies, Inc. may(a)refuse
to service the equipment or(b)furnish service on a C.O. D. "Per Call"basis at published rates and(2)the customer agrees to pay Mirror Image Technologies.
Inc.'s cost and expenses of collection including the maximum attorney's fee permitted by law,said fee not to exceed 25%of the amount due hereunder.
If equipment is moved to a new Mirror linage Technologies, Inc.service zone, mirror Image Technologies, Inc.shall have the option to charge,and the customer
agrees to pay the difference in published maintenance charges between the current zone and the new zone,such charges to be assessed on a pro-rata basis. If
equipment is moved beyond Mirror Image Technologies, Inc.'s published service zones, customer agrees to pay a fair and reasonable upcharge for continued
maintenance under this agreement, taking into account the distance to customer's new location and Mirror Image Technologies, Inc. published rates for service
on a"Per Call"basis.
•
Konica copiers are designed to give excellent performance with Konica supplies, including developer, toner and dispersant. If the customer uses other than
Konica supplies and if such supplies are defective or not acceptable for use on Konica machines, and cause abnormally frequent service calls or service
problems,then Mirror Image Technologies, Inc. may,at its option, assess a surcharge or terminate this agreement and the unusec portion of the maintenance
charge will be refunded. In this event. the customer will be offered service on a "Per Call' basis at published rates. It's not a condition of this agreement,
however,that the customer use only Konica authorized supplies.
8. NO WARRANTY
Other than the obligation set forth herein, MIRROR IMAGE TECHNOLOGIES, INC. DISCLAIMS ALL WARRANTIES,EXPRESS OR IMPLIED, INCLUDING ANY
IMPLED WARRANTIES OF MERCHANTABILITY, FITNESS FOR USE, OR FITNESS FOR A PARTICLUAR PURPOSE, MIRROR IMAGE TECHNOLOGIES,
INC.SHALL NOT BE RESPONSIBLE FOR DIRECT, INCIDENTAL OR CONSEQUETIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES ARISING
OUT OF THE USE OR PERFORMANCIE OF THE EQUIPMENT OR THE LOSS OF USE OF THE EQUIPMENT,
9. MISCELLANEOUS
This Agreement shall be governed by and construed according to the laws of the State of Wyoming applicable to agreements wholly negotiated, executed and
performed in the State of Wyoming. It constitutes the entire agreement between the parties and may not be modified except in writing signed by duly authorized
Officers of Mirror Image Technologies, Inc.and the customer.
10. NETWORKED PRODUCTS
Networked products include a 4 hour block of time for installation and training. Additional service on these products that relates to upgrades, software, or
additional training will be billed at standard service rates including travel time.
STATEMENT OF COVERAGE
VIA MAINTENANCE AGREEMENT
Lease-Purchase Agreement between Mirror Image Technologies and Weld County
Government dated September 76, 7999
In reference to Item 9, of the Master-Lease Purchase Agreement, regarding
USE; REPAIRS, Mirror Image Technologies warrants that a Full Service
Maintenance Agreement has been signed between Lessor and Lessee.
Therefore, Mirror Image Technologies accepts responsibility for ALL expenses,
under standard guidelines for normal wear and tear use, for the Equipment,
with regards to repairs, and furnishing all necessary parts, mechanisms and
devices required.
Mirror Image Technologies further acknowledges that ALL equipment, under
this lease consolidation, will be covered under the Full Service Maintenance
Agreement for the entire new term of 58 months.
LESSEE: . Id County Gover m t
J_i
By: 3d tee II✓ eilr, Date:_77-r
1 ( uni 01( SS >
LESSOR: Mirror Image Technologies, Inc.
By: _,ti r. Title: -- Date x -
EXHIBIT A
TO SCHEDULE NO. ONE., DATED AS OF SEPTEMBER 16, 1999
TO MASTER LEASE-PURCHASE AGREEMENT DATE SEPTEMBER 16, 1999
MONTHLY
LOCATION MODEL SERIAL # FINISHER # COPIES #
PURCHASING #7050 #255E13578 #122JO9587 1`0,000
SOCIAL SERVICES #7050 #255E13312 #122111569 TOTAL
SOCIAL SERVICES #7050 #255E13353 4122111587 COPIES
SOCIAL SERVICES #7050 #255E13327 4122111582 FOR
EXTENSION OFFICE #7050 #25SE13313 #122111580 THESE 15
HUMAN SERVICES #7050 #25SE13325 #12211158? COPIERS
HUMAN SERVICES #7050 #255E13343 #122111596 "
HEALTH ADMIN. #7050 #25SE13309 #122111619
HEALTH NURSING #7050 #255E11333 #122111621
HEALTH ENVIRON. #7050 #255E13331 4122111589
PLANNING #7050 #25SE13350 #122111612 "
PUBLIC WORKS #7050 #25SE 13326 4122111600 "
SHERIFF ADMIN #7050 #255E13339 4122111561
SHERIFF NORTH JAIL #7050 #255E13336 4122111579 "
ASSESSORS OFFICE #7050 #255E13317 4122111607 "
DISTRICT ATTORNEY #7050 #25SE13341 #122111565 41.666
CO. ATTORNEY #7050 #255E13612 4122110088 10.000
VETERANS #1212 #26FE01921 UNLIMITED
BUILDINGS & GROUNDS #1212 #26FE02026 UNLIMITED
CLERK & REC. SOUTH #1015 #26EE09650 ,-.167
SHERIFF SOUTH CO. #2330 #35GE01620 5.000
SHERIFF NORTH CO. #2330 #35GE01429 5,000
PRINT SHOP #7060 #55FE00612 #122104591 70,000
PRINT SHOP #7060 #55FE00616 #122106148 (total both 7060s)
HUMAN SERVICES #7040 #55HE02620 #120103400 10,000
CLERK & REC. #7040 #55HE02558 4120103426 10,000
SOCIAL SERVICES #7040 #55HE00049 #120100078 10,000
SOCIAL SERVICES IP 402 #123X00087
LESSEE: WELD COUNTY GOVERNMENT LESSOR: MIRROR IMAGE TECH. INC.
TITLE: ; ' u i i,4 t I ,' 4ynrn[sc,a '5 TITTLE. ^l te/ '�r"^C`755-t016../-„` i 4 y r_;, tom- ;_ ._
DATE: V.— )Z12) - ‘7 DATE: 9 -.:-77,-- .97
t
RECEIPT CERTIFICATE
The undersigned Lessee, under reference to the Master Lease-Purchase
Agreement, dated September 16, 1999, negotiated for the purpose of acquiring
Equipment with Mirror Image Technologies, Inc. , as Lessor, hereby
acknowledges receipt in good condition of all the Equipment to said Master
Lease-Purchase Agreement this 16" day of September, 1999, and hereby certifies
that the Equipment is satisfactory and in accordance with specifications
Further, Lessee hereby confirms that it will commence Payments for the
Equipment as specified in Master Lease-Purchase Agreement with the first
payment being due 30 days after the above acceptance date.
LESSEE: / eIII CVO
,
By: •
Title: //_ t,Aini r 0 / 'e �� Gu (Lim t5sivntoils
Date: 7-2 7 -q r
CERTIFICATE OF INCUMBENCY
MASTER LEASE-PURCHASE AGREEMENT
DATED AS OF SEPTEMBER 16, 1999
I, ) e P /1",- 7 / , do hereby certify that I am the
y alt 17
duly elected or appointed and acting t, �/i-I 2, B�irtrl ���' [tip� Uur1 Y°J / G=�7/�2/SS,�y'/r/'S
of Weld County (the "Lessee"), a political subdivision d y organized and existing
under the laws of the State of Colorado, and that, as of the date hereof, the
individuals named below are the duly elected or appointed officers of the Lessee
holding the offices set forth opposite their respective names.
NAME TITLE SIGNATURE
IN WITNESS WHEREOF, I have duly executed this certificate this ;;'_1_
day of . 4t�?4- Ae / %92 -
� �L ,
(/
Signed: , .1 _4
4 7
Title: (I. i c B�IN d //Ue (d 1 r2 i 0m/hosiwin&
NOTE: The person aTtesting/executing the Certificate of Incumbency can not be the same individual signing the
lease documents.
STATEMENT OF ESSENTIAL
USE/SOURCE OF FUNDS
Lease-Purchase Agreement between Mirror Image Technologies and Weld County
Government dated September 16, 1999
The above referenced contract is to provide financing for the purchase of
equipment rather than for the short-term rental of equipment. For this reason, periodic
payment amounts are calculated to amortize the full cost of the equipment over the
agreed payment term. Because we do not consider your repayment commitment to be
a debt obligation, as that term would be defined by State constitution or regulations, the
contract induces a non-appropriation clause and is subject to funds being encumbered
for repayment on an annually or bi-annual basis. This non-appropriation clause provides
some risk that the equipment will be returned during the life of the contract rather than
being paid in full.
As evidence of your intent to retain the equipment throughout the scheduled
term, we need a description of your understanding of the essential governmental use
intended for the equipment, together with an understanding of the sources from which
payment will be made. To satisfy this requirement, please address the following points
either by completing this form or sending a separate letter:
1. What is the specific use of this equipment?
What increased capabilities will it provide?
2. Why is the equipment essential to the operation of your organization?
3. Does the equipment replace existing equipment?
If so, why is the replacement being made?
4. Why did you choose this specific equipment or system configuration?
5. What is your estimate of the useful life of the equipment to your
operation?
6. What is the expected source of funds for payments due under the Agreement
for the fiscal and future fiscal years?
LESSEE: County Gover ent
By: - Al *-=LW Title:J1/ lR1 'Pd tile U. Date: .17-9
l7cu-rt (} 1,Trss wive s
THIS SPACE FOR USE OF FILING CFFICFR
FINANCING STATEMENT -- FOLLOW INSTRUCTIONS CAREFULLY
This Financing Statement is presented for filing pursuem to the Uniform Commercial Code
end will remain effective,with certain exceptions,for 5 veers from date of filing.
A. NAME&TEL.#OF CONTACT AT FILER]optional) B. FILING OFFICE ACCT. # fontanel]
C. RETURN COPY TO: (Name end Mailing Addreasl
P
L
D.OPTIONAL DESIGNATION[if applicable]:I ILESSOR/LESSEE I I CONSIGNOR/CONSIGNEE I I NON-UCC RUNG
1. DEBTOR'S EXACT FULL LEGAL NAME- insert only one debtor name (1a or Iasi
la.ENTITY'S NAME
OR Weld County
1 b.INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
it.MAILING ADDRESS CITY STATE COUNTRY FOSTAL CODE
CO
Id.S.S.OR TAX I.O.# OPTIONAL I1 e.TYPE OF ENTITY If.ENTITY'S STATE I1 g.ENTITY'S ORGANIZATIONAL I.D.#,if any
ADD'NL INFO RE OR COUNTRY OF
ENTITY DEBTOR I (ORGANIZATION I NONE
2.ADDITIONAL DEBTOR'S EXACT FUL_LEGAL NAME-insert only one debtor name (2a or 261
2e.ENTRY'S NAME
OR
26.INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
2c.MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
2d.S.S.OR TAX I.O.# OPTIONAL Ile.TYPE OF ENTITY 2f.ENTITY'S STATE 2g.ENTITY'S ORGANIZATIONAL ID.#,,1 any
ADD'NL INFO RE OR COUNTRY OF
ENTITY DEBTOR! (ORGANIZATION I I—INONE
3. SECURED PARTY'S (ORIGINAL S/P or ITS TOTAL ASSIGNEE( EXACT FULL LEGAL NAME - insert only one secured parry name 13a or.3by
3a.ENTITY'S NAME
OR Tatonka Capital Ccrporation
3b.INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
3c.MAILING ADDRESS CITY STATE COUNTRY !POSTAL CODE
1441 Eighteenth St. , Suite 400 Denver CO USA 180202
4.This FINANCING STATEMENT covers the following types or items of oroperty:
Konica Copiers and related equipment leased under Master Lease—Purchase Agreement
dated September 16, 1999 as further described in the attached Exhibit A.
5. CHECK This FINANCING STATEMENT in signed by the Secured Pasty Instead of the Debtor to perfecta security Interest 7.If filed in Florida!check one]
BOX — lal In collateral already subject to a security interest In another lutladlction when It was brought Into this state,or when the — Documentary Documentary stamp
lif applicable) debtor's location was changed to this state,or lb)In accordance with other statutory provisions[additional data may be recuiredl stamp tax palm tax not applicable
6. REQUIRED SIGNATUREISI B.I This FINANCING STATEMENT is to be filed(for record]
Weld County for recorded)in the REAL ESTATE RECORDS
Attach Addendum [if aopiicablel
9.[ADDITIONAL
EQUEST FEEIj SEARCH CERTIFICATES]on Deotoral
By: 111 s)Ri�/QFfNf// (ADDITIDNAL FEET -T
2/ lopaonell I All Debtors�Oabmar 1 ' Debtor 2
REORDER FROM
11)FILING OFFICER COPY,— NATIONAL I'I ' NCING STATEMENT(FORM UCC1)(TRANS) (REV. 12/18/95) Reg514 RCE ST Inc.
PO Sox tie
ANOKA Mn 55303
Im:b 4m-nu
Form 8038-G Urtarrnatiai Rea rn for Tat-Exempt Goventr !'k�'Wigat a s
► Under Internal Revenue Code section 149(e) OMB No. 1545.0720
(Rev. May 1999) ► See separate Instructions.
Department of me Treasury Caution: Use Form 8038-GC if the issue rice is under 4100.000.
Internal Revenue Service P
Reporting Authority If Amended Return, check here ► ❑
1 Issuer's name 2 Issuer's employer identification number
Weld County
3 Number and street for P.O. boo if mail is not delivered to street address) Room/suite 4 Recur: num ber
G —
5 City, town, or post office, state, and ZIP code 6 Date of issue
9-23-99
7 Name of issue 8 CUSIP number
MIT Master Lease—Purchase Agreement dated September 16, 1999
9 Name and title of officer or legal representative whom the IRS may call for more information 10 Telephone number of officer or legal representative
( 1
Type of Issue (check applicable box(es) and enter the issue price) See instructions aria attach schedule
11 ❑ Education 11
12 ❑ Health and hospital 12
13 ❑ Transportation 13
14 ❑ Public safety 14
15 E Environment including sewage bonds) 15
16 ❑ Housing 16
17 ❑ Utilities 17
18 IN Other. Describe All County Offices & Functions 18 $591,391 .01
19 If obligations are TANs or RANs, check box ► ❑ If obligations are BANs, check box ► ❑ t3 h,`� ' * 9.'trr"
20 If obli ations are in the form of a lease or installment sale, check box D'' Ill iie l P 3'>« '; ,_iling
Descri tion of Obligations. (Complete for the entire issue for which this form is being filed.)
(a)Final maturity date (b)Issue price (c) Stated redemption (tl)Weighted (e)Yield
price at maturity average maturity
21 06-23-04 $ 591,391 .01 $ N/A 4.75 years 6. 12
Uses of Proceeds of Bond Issue includine underwriters' discount NOT APPLICABLE
22 Proceeds used for accrued interest 22T
23 Issue price of entire issue (enter amount from line 21, column (b)) 23
24 Proceeds used for bond issuance costs (including underwriters' discount) 24
25 Proceeds used for credit enhancement 25
26 Proceeds allocated to reasonably required reserve or replacement fund . 26 r ":
27 Proceeds used to currently refund prior issues 27 - ''try ',
28 Proceeds used to advance refund prior issues 28
29 Total (add lines 24 through 28) 29
30 Nonrefundinq proceeds of tie issue (subtract line 29 from line 23 and enter amount here) . . . 30
Description of Refunded Bonds (Complete this part only for refunding bonds.) NOT APPLICABLE
31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . ► _ years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . ► _ years
33 Enter the last date on which the refunded bonds will be called ►
34 Enter the date(s) the refunded bonds were issued ►
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . 35._ N/A
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract(see instructions) 36a N/A
b Enter the final maturity date of the guaranteed investment contract ► N/A
37 Pooled financings. a Proceeds of this issue that are to be used to make loans to other governmental units 37a_
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the name of the
issuer ► and the date of the issue D.
38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box . . . ► ❑
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ► ❑
40 If the issuer has identified a hedge, check box ► ❑
Under penalties of perjury, I dectare that I have examfd this return and accompanying schedules and statements, ana to the best of my knowledge
and pjleij Jhey are true, correct, and com ete.
Please � ��/6•' K /4 L L
GG i
Here • \J �GI .G Z 7 �/ k (1/1 kl P, ?J Lt11II I� . n't71issrvne'e
Signature of issuers authorized representative Date Type or print name and title
For Paperwork Reduction Act Notice, see page 2 of the Instructions. Cat. No. 537735 Form 8038-G (Rev. 5-991
Fil
LESSEE'S FACT SET
Please fill in ALL of the following questions and return this form with the lease documents:
1. Name&Lessee: WELD COUNTY GOVERNMENT
2. Equipment location address: 915 10TH STREET
GREELEY CO 80631
3. County equipment is located in: VARIOUS DEPARTMENTS
4. COlv1PLETE BILLING ADDRESS: WELD COUNTY GOVERNMENT
915 10TH STREET
P 0 BOX 758
GREELEY CO 80632
5 Send bills to the ATTENTION of: MARCIA WALTERS, PURCHASING DEPT.
6. Most convenient billing date(s): END OF MONTH OR WEEK BEFORE
7. Name of person who issues payment: MARCIA WALTERS
8. Phone number of person in number 7: 970-356-4000 EXT #4223
9. Has ALL equipment been delivered and in proper working order: (yes or no) YES
10. Tax ED number: FEDERAL — #84-6000-813
STATE — #14-02-101
• 11. Fiscal year end DECEMBER 31ST, 1999
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