CONSENT OF LESSEE. "Lessee" shall mean the City of Aurora, a home rule municipality and political subdivision of the State of Colorado.

Size: px

Start display at page:

Download "CONSENT OF LESSEE. "Lessee" shall mean the City of Aurora, a home rule municipality and political subdivision of the State of Colorado."

Stanley Gilmore
5 years ago
Views:

1 CONSENT OF LESSEE Equipment Lease Purchase Agreement No A (Construction Equipment) dated September 30, 2014 Between the Aurora Capital Leasing Corporation, a Colorado nonprofit corporation, as Lessor, and the City of Aurora, a home rule municipality and political subdivision of the State of Colorado, as Lessee Dated As Of September 30, 2014 This Consent of Lessee ("Consent") is made by the Lessee named below in favor of UMB Banc Leasing Corp. ("UMB") and the Lessor named below. "Lessee" shall mean the City of Aurora, a home rule municipality and political subdivision of the State of Colorado. "Lessor" shall mean Aurora Capital Leasing Corporation, a Colorado non-profit corporation. "Lease" shall mean Equipment Lease Purchase Agreement No A (Construction Equipment), together with all exhibits, schedules, addenda and attachments thereto, by and between Lessor and Lessee, dated as of September 30, Capitalized terms used herein and not otherwise defined shall have the same meanings, respectively, as provided in the Lease. 1. Lessee consents to the sale and assignment (the "Assignment") by Lessor to UMB of all of Lessor's present and future right, title and interest in, to and under the Lease, including, without limitation, the right to receive all rent payments or installment payments payable under the Lease and all other monies from time to time payable under the Lease (collectively, "Rental Payments") and all rights, benefits and remedies of Lessor under the Lease. Lessee also consents to the grant or assignment of a security interest in the equipment identified in the Lease (the "Equipment") by Lessor to UMB. For so long as UMB is the Registered Owner of the Assignment, Lessee agrees to pay all Rental Payments directly to UMB Banc Leasing Corp. at 1010 Grand Boulevard, Kansas, Missouri or at such other address as may be specified from time to time by UMB. 2. Lessee agrees that, as of the date first written above, the following information about the Lease is true, accurate and complete (and is exclusive of taxes, if any): Number of Rental Payments Remaining: Amount of Each Rental Payment *: Total of Remaining Rental Payments: Frequency of Rental Payment *: Next Rental Payment Due *: 5 $347, $1,736, Annual Page 1 of3

2 * The third annual rental payment of $347, shall be due on Each other rental payment of $347, shall be due annually, commencing on Lessee represents and warrants that as of the date first written above: (a) the documents attached hereto as Exhibit A are a true and complete copy of the Lease; (b) all dates, amounts, equipment descriptions, representations, warranties and other facts set forth in the Lease are true and correct; (c) the Equipment is in Lessee's possession and control at the address shown in the Lease and the Equipment has been irrevocably accepted by Lessee for all purposes of the Lease; (d) other than the Lease, there are no agreements between Lessor and Lessee relating to the financing or leasing of the Equipment; (e) Lessee is not in default under the Lease; (f) the Equipment is and shall at all times remain free and clear of any liens, security interests and encumbrances created by or through Lessee other than a security interest in favor of UMB, as the initial Registered Owner; (g) Lessee has full power, authority and legal right to execute and deliver the Lease and this Consent and to perform its obligations under the Lease and this Consent, and all such actions have been duly authorized by appropriate findings and actions of Lessee's governing body; (h) the Lease and this Consent have been duly executed and delivered by Lessee and each constitutes a legal, valid and binding obligation of Lessee, enforceable in accordance with its terms; and (i) the Lease and this Consent are authorized under, and to Lessee's knowledge, the authorization, execution and delivery of the Lease and this Consent comply with, all applicable federal, state and local laws and regulations (including, but not limited to, all open meeting, public bidding and property acquisition laws). 4. Except as provided in Articles IV and V of the Lease, UMB shall not, at any time, have any obligations of the Lessor or any other party under the Lease or any other agreement. Lessee shall, at all times, look solely to Lessor for performance of any obligations of Lessor under the Lease or any other agreement, and Lessor agrees that it shall faithfully and promptly perform all such obligations. 5. Lessee consents and agrees that (a) until title to the Equipment is transferred to Lessee upon Lessee's exercise of its option to purchase the Equipment pursuant to the Lease and/or upon payment of all Rental Payments and all other sums due under the Lease, Lessor shall retain legal title to the Equipment, and (b) Lessor has granted UMB a first priority security interest in the Equipment. 6. As between Lessee and Lessor, Lessee agrees that: (a) Lessee has received and inspected all Equipment; (b) all Equipment is in good working order and complies with all purchase orders, contracts and specifications; (c) Lessee accepts all Equipment for purposes of the Lease "as-is, where-is"; and (d) Lessee waives any right to revoke such acceptance Page 2 of3

3 7. As between Lessee and UMB (and any permitted assignee of UMB), Lessee agrees that, regardless of anything to the contrary in the Lease or any qther agreement relating to the Equipment, Lessee is absolutely and unconditionally obligated to pay all of the Rental Payments under the Lease and to perform all of its other obligations under the Lease, subject, however, to the rights of Lessee that are expressly set forth in the Lease (including, without limitation, Lessee's rights set forth in the Lease regarding Lessee's right to decline to appropriate for Rental Payments under Article VI of the Lease). Lessee agrees not to assert against UMB (or any permitted assignee of UMB) any claims, abatements, setoffs. counterclaims, recoupment or any other similar defenses which Lessee may have against Lessor. Nothing in this paragraph shall be interpreted or construed by Lessor as a waiver or release of any rights that Lessee may have to compel Lessor to perform Lessor's obligations under the Lease or any other agreement relating to the Equipment. Lessee: CITY OF AURORA By: ~.7fJ Title: Mayor Lessor AURORA CAPITAL LEASING CORPORATION By: Title: President Accepted By: UMB BANC LEASING CORP. 8y: Title:.\ Tl16.2 Page 3 of 3

4 7. As between Lessee and UMB (and any permitted assignee of UMB), Lessee agrees that, regardless of anything to the contrary in the Lease or any other agreement relating to the Equipment, Lessee is absolutely and unconditionally obligated to pay all of the Rental Payments under the Lease and to perform all of its other obligations under the Lease, subject, however, to the rights of Lessee that are expressly set forth in the Lease (including, without limitation, Lessee's rights set forth in the Lease regarding Lessee's right to decline to appropriate for Rental Payments under Article VI of the Lease). Lessee agrees not to assert against UMB (or any permitted assignee of UMB) any claims, abatements, setoffs, counterclaims, recoupment or any other similar defenses which Lessee may have against Lessor. Nothing in this paragraph shall be interpreted or construed by Lessor as a waiver or release of any rights that Lessee may have to compel Lessor to perform Lessor's obligations under the Lease or any other agreement relating to the Equipment. Lessee: CITY OF AURORA Lessor AURORA CAPITAL LEASING CORPORATION By: Title: Mayor By:-J~~~~~---- Title' Accepted By: UMB BANe LEASING CORP. By: Title: _ Page 30f3

5 7. As between Lessee and UMB (and any permitted assignee of UMB), Lesst:t: agn.:t:s that, regardkss of anything to the contrary in the Lease or any other agreement relating to the Equipment. Lessee is absolutely and unconditionally obligated to pay all of the Rental Payments under the Lease and to perform all of its other ohligations under the Lease, subject. however, to the rights of Lessee that arc expressly set forth in the Lease (including, without limitation, Lessee's rights set forth in the Lease regarding Lessee's right to decline to appropriate for Rental Payments under Altiele VIol' the Lease). Lessee agrees not to assert against UMB (or any permitted assignee of UMB) any claims, abatements. setoff's, counterclaims, recoupment or any other similar defenses which Lt:ssec may have against Lessor. Nothing in this paragraph shall be interpreted or construed by Lessor as a waiver or release of any rights that Lessee may have to compel Lessor to perform Lessor's obligations under the Lease or any other agreement relating to the Equipment. Lessee: CITY OF' AURORA Lessor AURORA CAPITAL LEASING CO RPO RATION By: Title: Mayor By: Title: President Accepted By: UIVID DANC LEASING CORP. By: :-.~_J2~~1==~ Title: IS (, :2 Page 3 of3

6 EXHIBIT A COPY OF EQUIPMENT LEASE PURCHASE AGREEJ\.tIENT [Please see Tab 1]

Assignment of Leases and Rents

Assignment of Leases and Rents This ASSIGNMENT OF LEASES AND RENTS (this Assignment ) is given as of the day of, 20 by ( Assignor ) to ( Assignee ). RECITALS A. Assignor is the owner of the real property