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1991 Mac Street Sweeper MSGe February 19, 1992 Ms. Valerie McCoy Town of Avon P. O. Box 975 Avon, CO 81620 M U N I C I P A L S E R V I C E S G ROUP, INC. Re: Master Municipal Lease and Option Agreement #673 between the Town of Avon and Municipal Services Group, Inc. Dear Valerie: From time to time MSG's financial activities encompass effecting the private placement of certain portfolio acquisitions. Accordingly and in the case of your lease, MSG has issued an assignment to the First National Bank of Lakewood, Colorado. Please note that payments should still be sent directly to Municipal Services Group, Inc. at 165 So. Union Blvd., Suite 160, Lakewood, Colorado 80228. Pursuant to Article 12, Section 12.01 I have enclosed two copies of the Assignment. Please acknowledge this assignment by executing at the bottom of the page. Please retain one copy and return the other to me at your earliest convenience. Thank you. Sincerely, '0��Vadw- Susan Harbaugh Contract Administrator ACKNOWLEDGEMENT The Lessee under the above described Master Municipal Lease and Option Agreement Numbered #673 do hereby acknowledge the Assignment effected above, and acknowledge that Assignee does not assume the obligations of the lease other than as specifically set forth. LESSEE: Town of Avon Byrom, Title:�v1lA�/�GE�Z° 165 SOUTH UNION BOULEVARD ♦ UNION TOWER ♦ SUITE 160 ♦ DENVER. COLORADO 80228 ♦ (303) 980 -0262 ♦ FAX(303)985-7464 n (7, " TOWN OF AVON ADDENDUM TO ORDINANCE NO. 91 -13 This addendum serves as authorization for William James, the Town Manager, to execute the Master Municipal Lease and Option Agreement (the "Agreement ") between Municipal Services Group, Inc. and the Town of Avon and to execute such other and additional documentation as is necessary and proper to carry out the intention of the Agreement. Approved: Sworn before me this 2 � day of �C�CUgr 1992. Notary Public L(/?- -d -"? Co s ion Expires Town of Avon P. O. Box 975. Avon. CO 81620 (303) 949 -4280 February 27, 1992 Ms. Susan Harbaugh MUNICIPAL SERVICES GROUP, INC. 165 South Union Blvd., Ste. 160 Denver, CO 80228 Dear Ms. Harbaugh, Per your request, please find enclosed the executed addendum to the Master Municipal Lease and Option Agreement (Agreement) giving authorization to William James to execute the Agreement. Sincerely, Patty Neyhart Town Clerk Town of Avon pn/ encl. r,. " February 19, 1992 p vJ M U N I C I P A L S E R V I C E S G ROUP, INC. "i Ms. Valerie NCoy Town of on P. 0.-,B-" 975 Avon, CO 81620 Dear Valerie: It has come to my attention that the document authorizing execution of the Master Municipal Lease and Option Agreement No. 673 reflects that the Mayor and Town Clerk are directed to sign the Agreement. The signature which appears on the document is from the Town Manager. I have enclosed an addendum which must be signed by the Mayor authorizing the execution of the documents by Mr. James. Please notarize the Mayor's signature and return to me at your earliest convenience. Your assistance in this matter is greatly appreciated. Please do not hesitate to call me if you have any questions. Sincerely, Susan Harbaugh Contract Administrator 165 SOUTH UNION BOULEVARD ♦ UNION TOWER ♦ SUITE 160 ♦ DENVER, COLORADO 80228 ♦ (303) 980 -0262 ♦ FAx (303) 985 -7464 FEE 0.00 INSTRUCTIONS ON REVERSE SIDE 1ST DEBTOR (PERSONAL) Last Name 1ST DEBTOR (BUSINESS) Name Street P.O. Box 975 Town of Avon UCC -1 OCR (7) First & Middle Name city Avon UNIFORM COMMERCIAL CODE 002 FINANCING STATEMENT S.S. No. /FED Tax I.D. 51- 0150969 State _ CO zip 81620 THIS DOCUMENT MUST BE TYPED IN BLACK j SECRETARY OF STATE • 1560 Broadway, Ste. 200, Denver, CO 80202 ;• (303) 894 -2200 EXT 7 2ND DEBTOR Additional debtor(s) on attachment S.S. No. /FED Tax I.D. (PERSONAL) Last Name First & Middle Name k 2ND DEBTOR (BUSINESS) Name x Street City v State x Zip r 1ST SECURED i I Additional secured party on attachment PARTY Name Municipal Services Group, Inc. Street 165 S. Union Blvd, Suite 160 city s Lakewood State CO zip � 80228 ASSIGNED PARTY Name Street < CHECK IF APPLICABLE city X State r -Zip ❑ This statement is to be filed for record in the real estate records The debtor is a transmitting utility PLEASE CHECK APPROPRIATE BOX. THIS STATEMENT IS SIGNED BY THE SECURED PARTY INSTEAD OF THE DEBTOR TO PERFECT A SECURITY INTEREST IN COLLATERAL Already subject to a security interest in another jurisdiction when it was brought into this As to which the filing has lapsed; or state, or when the debtor's location was changed to this state; Which is proceeds of the original collateral described below in which a E] Acquired after a change of name, identity or security interest was perfected corporate structure of the debtor COLLATERAL USED use additional sheets 81/2 x 11 if more space is needed. x.Q-0 PROCESSING Town von DEBTOR(S) SIGNATURES Municipal Services Group, Inc .SECURED PARTY SIGNATURE; FFE REQUIRtu REPRODUCTION OF THIS FORM BY AUTHORIZED VENDERS ONLY ORIC:INAi CY)PY g1=kn Try ;:It iMr= f1Ft= 1r'F�} C Accounts, Accounts Receivable Fixtures Proceeds Equipment, Machinery Livestock, Farm Animals, Etc. Contract Rights Inventory Products Truck, Car, Vehicle Other x.Q-0 PROCESSING Town von DEBTOR(S) SIGNATURES Municipal Services Group, Inc .SECURED PARTY SIGNATURE; FFE REQUIRtu REPRODUCTION OF THIS FORM BY AUTHORIZED VENDERS ONLY ORIC:INAi CY)PY g1=kn Try ;:It iMr= f1Ft= 1r'F�} C M uNlclrnl. January 20, 1992 SERVICES G R O UP, I N C. Debtor Name: Town of Avon P.O. Box 975 Avon, CO 81620 Secured Party: Municipal Services Group, Inc. 165 S. Union Blvd., Suite 160 Lakewood, CO 80228 Additional Description of collateral: One demonstrator vacuum sweeper with dual gutter brooms, 28" diameter, spot lights on gutter brooms, rear work lights, mounted on MS200P Mack Truck with turbocharged diesel engine, air conditioner, dual suspension seats, AT545 automatic transmission, strobe light on front. Unit #6236, Truck #29527. i >i 165 SOUTH UNION BOULEVARD ♦ UNION TOWER ♦ SUITE 160 ♦ DENVER. COLORADO 80228 ♦ (303) 980 -0262 ♦ FAX(303)985-7464 I I a January 20, 1992 Patty, Town Clerk Town of Avon P.O. Box 975 Avon, CO 81620 Dear Patty: M U N I C I P A L S E R V I C E S G ROUP, INC. November 18, 1991 I sent you a UCC -1 Financing Statement (the enclosed long form) to assist the Town of Avon in obtaining title. You had the appropriate person sign the form and I submitted it to the state for filing. Unfortunately, as of the beginning of the new year the state is using a revised UCC form which now needs to be filled out. I have enclosed the new (shorter) form with the request that you again have the appropriate person execute it and return to my attention. Thank you for your assistance, Patty. Sincerely, Diana K. Hall Lease Administrator enclosure 165 SOUTH UNION BOULEVARD ♦ UNION TOWER ♦ SUITE 160 ♦ DENVER, COLORADO 80228 ♦ (303) 980 -0262 ♦ FAx (303) 985 -7464 STATE OF COLORADO __ UCC OCR 002 INSTRUCTIONS ON REVERSE SIDE UNIFORM COMMERCIAL COvE 1 ST DEBTOR NAME (Personal) Last First M. 1. 1ST DEBTOR NAME (Business) i 7 . • +- ADDRESS S.S. NO: /TAX I.D. P.O. Box 975 51-0150969 CITY STATE ZIP CODE FOR OFFICE USE ONLY DOCUMENT THIS MUST BE TYPED ANY QUESTIONS SECRETARY OF 2ND DEBTOR NAME (Personal) Last First 2ND DEBTOR NAME (Business) M.I. - ADDRESS S.S. NO. /TAX I.D. CITY - STATE ZIP CODE CHECK IF APPLICABLE ❑ COLLATERAL I STATEMENT FILED FOR RECORD f-1 THE ARE ALSO COVERED IN THE REAL RECORDS TRANSMITTING UTILITY THIS STATEMENT IS SIGNED BY THE SECURED PARTY INSTEAD OF THE DEBTOR TO PERFECT A SECURITY INTEREST IN COLLATERAL - PLEASE CHECK APPROPRIATE BOX ❑ 'ALREADY SUBJECT TO A SECURITY INTEREST IN ANOTHER JURIS- ❑ AS TO WHICH THE FILING HAS LAPSED; OR DICTION WHEN IT WAS BROUGHT INTO THIS STATE OR WHEN THE DEBTOR'S LOCATION WAS CHANGED TO THIS STATE: ❑ WHICH IS PROCEEDS OF THE ORIGINAL COLLATERAL DESCRIBED ❑ ACQUIRED AFTER A CHANGE OF NAME, IDENTITY OR CORPORATE ABOVE IN WHICH A SECURITY INTEREST WAS PERFECTED: STRUCTURE OF THE DEBTOR COLLATERAL USED Use additional sheets 81/2 x 11 if more space is needed. One demonstrator vacuum sweeper with dual gutter brooms, 28" diameter, spot lights on gutter brooms, rear work Lights, mounted on MS200P Mack truck with turbocharged diesel engine, air conditioner, dual suspension seats, AT545 automatic transmission, strobe light on frost. Unit #6236, Truck #29527. —1`_ City of Avon A=ilhicipal Services Group, Inc. DEBTOR(S) SIGNATURES SECURED PARTY SIGNATURE(S) MUST USE FMS 31OU FOR REPRODUCTION DEBTOR COPY November 18, 1991 Patty, Town Clerk Town of Avon P.O. Box 975 Avon, CO 81620 Dear Patty: M U N I C I P A L SERVICES GROUP , 1 N C . ITT NOV 2 0 1091 TOWN OF Pursuant to our phone conversation this morning, I have prepared a UCC -1 filing as proof that Municipal Services Group, Inc. has a lienholder interest in both the truck and the attached sweeper. Additionally, I spoke with Mr. John Paranto of Power Motive regarding the missing dealer number for Johnston Equipment. He said that Johnston Equipment is the "Manufacturer" of the sweeper unit attached to the truck and thus would not have a dealer number. Should you need further information from him, please call him at (303) 355 -5900. He said that he has never heard of this problem before. I hope that this will help you in obtaining the title, Patty. I had no idea it would be so difficult, but every state and every county is different. Sorry for the inconvenience this has caused you. Your assistance is appreciated. Sincerely, Diana K. Hall Lease Administrator enclosure 165 SOUTH UNION BOULEVARD A UNION TOWER A SURE 160 A DENVER, COLORADO 80228 A (303) 980 -0262 A FAx (303) 985 -7464 sH\� E.N.G. .2 -:0A I September 18, 1991 Valerie McCoy Town of Avon P. O. Box 975 Avon, CO 81620 Dear Valerie: M U N I C I P A L SERVICES GROUP, INC. 2. p Enclosed you will find the Certificate of Origin which needs to be filed with the County for title processing and license plates. Power Motive has completed all appropriate information on this Certificate with regard to lien and ownership. Please call me if you have any questions. Sincerely, Susan Harbaugh Contract Administrator 165 SOUTH UNION BOULEVARD A UNION TOWER ♦ SURE 160 A DENVER, COLORADO 80228 ♦ (303) 980 -0262 A FAx (303) 985 -7464 TOIAi7t1 1 �I '1 I September 16, 1991 Ms. Valerie McCoy Town of Avon P. O. Box 975 Avon, CO 81620 Dear Valerie: 100"'' Ii JYI U N I C I P A L SERVICES GROUP, INC. Thank you for having given our firm the opportunity to assist the Town of Avon in the lease purchase financing of the new street sweeper. We sincerely appreciate your business. I have enclosed your executed agreement for your files. Please feel free to contact our office with your future equipment acquisition needs. Sincerely, Susan Harbaugh Contract Administrator /sh enclosure 165 SOUTH UNION BOULEVARD A UNION TOWER A SURE 160 A DENVER, COLORADO 80228 A (303) 980 -0262 A FAx (303) 985 -7464 Agreement No. 673 MASTER MUNICIPAL LEASE AND OPTION AGREEMENT Lessor: Municipal Services Group, Inc. 165 South Union Blvd. Union Tower, Suite 160 Denver, Colorado 80228 Lessee: Town of Avon P.O. Box 975 Avon, Colorado 81620 This Master Municipal lease and Option Agreement (the "Agreement") entered into between Municipal Services Group, Inc.. (together with any assignee thereof collectively referred to herein as the "Lessor'), and Town of Avon ("Lessee "), a Municipality duly organized and existing under the laws of the State of Colorado ("State "); W I T N E S S E T IL- WHEREAS, the lessee desires to finance the Equipment pursuant to the terms of this Agreement; and WHEREAS Lessor desires to lease certain Equipment (referred to collectively as the "Equipment" or " Unit(s) of Equipment") to Lessee, and lessee desires to lease the Equipment from lessor, subject to the terms and conditions of and for the purposes set forth in this Master Lease Agreement; and WHEREAS, the Lessor, simultaneously with the execution and delivery of this Agreement, may enter into an escrow agreement (the "Escrow Agreements with an escrow agent whereby the Lessor, or its Assignee, if any, shall deposit monies sufficient to acquire the Equipment to be leased hereunder; and WHEREAS, lessee is authorized under the Constitution and laws of the State to enter into this Agreement for the purposes set forth herein; NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the parties hereby agree as follows: ARTICLE 1 COVENANTS OF IES�E Lessee represents, covenants and warrants, for the benefit of lessor and its assignees, as follows: (a) Lessee is a public body, corporate and politic, duly organized and existing under the Constitution and laws of the State. (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. (c) Lessee is authorized under the Constitution and laws of the State to enter into this Agreement, all Individual Payment Schedules (as defined below) and the transaction contemplated hereby, and to perform all of its obligations hereunder. (d) Lessee has been duly authorized to execute and deliver this Agreement and each of the Individual Payment Schedules under the terms and provisions of the ordinance or resolution of its governing body, attached hereto as Exhibit A, and by other appropriate official approval, and further represents and warrants that all requirements have been met, and procedures have occurred in order to insure the enforceability of this Agreement, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the acquisition by lessee of the Equipment hereunder. Lessee shall cause to be executed an opinion of its counsel substantially in the form attached hereto as Exhibit B. (e) During the term of this Agreement, the Equipment will be used by Lessee only for the purpose of performing one or more 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 the lessee. (f) Each lease of specific Equipment or Unit(s) of Equipment hereunder shall be evidenced by an Individual Payment Schedule executed by Lessor and lessee describing specific personal property, and setting forth provisions relating to the rent, the term of lease, disposition of Equipment upon the expiration of the lease term and other details with respect to it. The lease for each Unit of Equipment shall become effective on the Accrual Date, as defined below, and the Individual Payment Schedule for the Unit or Unit(s) of Equipment shall specify such date as the effective date of the lease (the "Accrual Date'D. The original term (the "Original Term ") of each Individual Payment Schedule shall commence on the Accrual Date as indicated therein and shall terminate the last day of lessee's then current fiscal year. The term of the lease will be automatically renewed at the end of the Original Term or any renewal term (the "Renewal Term") for an additional one (1) year, unless the governing body of the Lessee fails to appropriate sufficient funds for the making of rental payments for the nest occurring Renewal Term as provided in Section 4 of this Agreement The terms and conditions during any Renewal Term shall be the same as the terms and conditions during the Original Term except that the rental payments shall be as provided in the specific exhibit attached to the applicable Individual Payment Schedule. (g) During the period this Agreement is in force, lessee will annually provide, if requested by lessor, current financial statements, budgets, proof of appropriation for the ensuing fiscal year and such other financial information relating to the ability of Lessee to continue this Agreement as may be reasonably requested by lessor or its Assignee. (h) Each Unit of Equipment acquired under this Agreement will have a useful life in the hands of the Lessee that is substantially in excess of the Original Term and all Renewal Terms specifically relating to it All Equipment subject to this Agreement is, and during the period this Agreement is in force shall remain personal property. (j) This Agreement applies to all items of personal property acquired, or to be acquired, by lessee as evidenced by the execution of Individual Payment Schedules from time to time as may be required to fulfill Lessee's equipment needs. ARTICLE 2 DEFINITIONS The following terms will have meanings indicated below unless the context clearly requires otherwise: "Accrual Date" is the date when the term of the Individual Payment Schedule begins and Lessee's obligation to pay rent accrues. The lease for each Unit of Equipment shall become effective on the Accrual Date, which shall be the Dated Date specified in Exhibit(s) E hereto. "Acquisition Cost(s)" means the total cost of acquiring, including any delivery charges, and preparing the Equipment for the Lessee's use. "Adjusted Base Interest Rate" means the Base Interest Rate as adjusted and as described in the Individual Payment Schedules. "Base Interest Rate" means the interest rate quoted to lessee at the inception of this Agreement as set forth in the respective Individual Payment Schedules attached hereto. "Certificate of Acceptance" means the Certificate of Acceptance attached hereto as Exhibit F relating to the applicable Unit(s) of Equipment whereby Lessee acknowledges receipt of the applicable Unit of Equipment in good condition. Copyright 1990 Municipal Services Group, Inc. I Section 6.05. Continuation of Lease 7 t by Lessee. lessee intends, subject to the provisions of Section 6.0 w, to continue the lease of the Equipment and all Units thereof through the Original Term and all of the Renewal Terms of,` " ndividual Payment Schedule and to make the Rental Payments as the s tall become due hereunder and under each Individual Payment Schedule. Les;,ee reasonably believes that legally available fu, .a an amount sufficient to make all Rental Payments during the Originaz .-.in and each of the Renewal Terms for the Individual Payment Schedules can be obtained. Lessee further intends to do all things lawfully within its power to obtain and maintain funds from which the Rental Payments may be made, including making provision for such payments to the extent necessary in each biennial or annual budget submitted and adopted in accordance with applicable provisions of the laws of the State, to have such portion of the budget approved, and to exhaust all available reviews and appeals in the event such portion of the budget is not approved. Section 6.06. Non - appropriation. In the event sufficient funds shall not be appropriated for the Rental Payments required to be paid in the next occurring Renewal Term, and if lessee has no funds legally available for Rental Payments from other sources, then lessee may terminate this Agreement in whole only by terminating any or all of the Individual Payment Schedules at the end of the then current Original Term or Renewal Term of the respective Individual Payment Schedules, and Lessee shall not be obligated to make payment of the Rental Payments provided for in this Agreement or the Individual Payment Schedules beyond the then current Original or Renewal Term. Lessee agrees to deliver notice to lessor of such termination at least ninety (90) days prior to the end of the then current Original or Renewal Term. If this Agreement is terminated under the provisions of this Section 6.06, Lessee agrees peaceably to deliver the Unit or Units of Equipment subject to the Individual Payment Schedule or Schedules so terminated to the Lessor at the location or locations specified by Lessor. TO THE EXTENT LAWFUL, lessee agrees that if funds are appropriated to make Rental Payments for a succeeding fiscal year, it will not terminate this Agreement or any Individual Payment Schedule during such fiscal year, and that if this Agreement or any Individual Payment Schedule is terminated pursuant to this provision by non - appropriation prior to the making of all Rental Payments due hereunder, lessee will not replace the Equipment with the same or similar property or retain others to provide the same or similar services until after the date on which the next occurring Renewal Term of the applicable Individual Payment Schedule or Schedules would have ended. In the event of Non - appropriation, Lessor shall have the right to recover the interest which shall have accrued on the principal balance outstanding as of the preceding Rental Payment due date, as set forth in the specific exhibit attached to the applicable Individual Payment Schedule. ARTICLE 7 TITLE TO EQUIPMENT; SECURITY INTEREST Section 7.01. Title to the Equipment. During the term of this Agreement, title to the Equipment and any and all additions, repairs, replacements or modifications shall vest in Lessee, subject to the rights of Lessor hereunder. Following an event of default as set forth in section 13.01 or non appropriation as set forth in section 6.06, or upon other termination of this lease for any reason other than Lessee's rights under Section 4.03, (b), title to the Equipment shall immediately vest in Lessor, and lessee will reasonably surrender possession of the Equipment to Lessor. Section 7.02. Security Interest. To secure the payment of all of lessee's obligations under this Agreement, Lessee grants to Lessor a security interest constituting a fast lien on the Equipment and on all additions, attachments, accessions and substitutions thereto, and on any proceeds therefrom. Lessee agrees to execute such additional documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which lessor deems necessary or appropriate to establish and maintain its security interest, and upon assignment, the security interest of any Assignees of Lessor, in the Equipment Lessor may request that Lessee affix labels to the Equipment showing Lessor's interest in it during the term that the Agreement is in effect. ARTICLE 8 MADrrENANCE; MODIFICATION; TAM; INSURANCE AND OTHER CHARGES Section 8.01. Maintenance of Equipment by Lessee. lessee agrees that at all times during the Lease Term, at Lessee's own cost and expense, to cause maintenance to be performed in such a way so as to make all necessary and proper repairs, replacements and renewals of such component parts as may from time to time be required and to maintain, preserve and keep the Equipment in good repair, working order and condition. To the extent of the provisions of this Agreement and except as may otherwise be agreed to, neither the lessor nor any of its Assignees shall have responsibility in any of these matters, or for the making of improvements or additions to the Equipment. Section 8.02. Taxes, Other Governmental Charges and Utility Charges. The parties to this Agreement contemplate that the Equipment will be used for a governmental or proprietary purpose of Lessee and, therefore, that the Equipment will be exempt from all taxes presently assessed and levied with respect to personal property. In the event that the use, possession or acquisition of the Equipment is found to be subject to taxation in any form (except for income taxes of Lessor), Lessee will pay during the Lease Term, as the same respectively come due, all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Equipment and any equipment or other property acquired by Lessee in substitution for, as a renewal or replacement of, or a modification, improvement or addition to the Equipment; provided that' with respect to any governmental charges that may lawfully be paid in installments over a period of years, lessee shall cause to be paid only such installments as have accrued during the time this Agreement is in effect Section 8.03. Provisions Regarding Insurance. At its own expense Lessee shall cause casualty, public liability and property damage insurance to be carried and maintained, or shall demonstrate to the satisfaction of Lessor that adequate self - insurance is provided based upon actuarial sound insurance criteria as are consistent with generally accepted insurance industry standards with respect to the Equipment, sufficient to protect the Full Insurable Value (as that term is hereinafter defined) of the Equipment, and to protect lessor from liability in all events. All insurance proceeds from casualty losses shall be payable as hereinafter provided in this Agreement. Lessee shall furnish to Lessor Certificates evidencing such coverage throughout the lease Term and for each Individual Payment Schedule. lessee shall notify lessor within five (5) business days of any event of damage to or destruction of the Equipment. The term "Full Insurable Value" as used herein shall mean the full replacement value of the Equipment. Any insurance policy pursuant to this Section 8.03 shall be so written or endorsed as to make losses, if any, payable to Lessee and Lessor as their respective interests may appear. The Net Proceeds (as defined in Section 9.01) of the insurance required in this Section 8.03 shall be applied as provided in Article 9 hereof. Each insurance policy provided for in this Section 8.03 shall contain a provision to the effect that the insurance company shall not cancel the policy or modify it materially and adversely to the interest of Lessor without fast giving written notice thereof to lessor at least 30 days in advance of such cancellation. Section 8.04. Advances. in the event Lessee shall fail to maintain the full insurance coverage required by this Agreement or shall fail to keep the Equipment in good repay and operating condition, Lessor may (but shall be under no obligation to) purchase the required policies of insurance and pay the premiums on the same or may cause to be made such repairs or replacements as are necessary and provide for payment thereof, and all amounts so advanced therefor by Lessor shall become additional rent for the then current Original Term or Renewal Term for the applicable Individual Payment Schedule or Schedules, whirls amounts, together with interest thereon at the rate of 18% per annum, Lessee agrees to pay. Section 8.05. Tax Covenants. The Lessee will not make or direct any use of the proceeds of the obligation provided herein or any other funds of the Lessee which will cause such obligation to be an "arbitrage bond" within the meaning of Section 148 of the Code, to be "federally guaranteed" within the meaning of Section 149 of the Code, or to be a "private activity bond" within the meaning of Section 141 (a) of the Code. To that end, so long as any Rental Payments are unpaid, the Lessee, with respect to such proceeds and such other funds, will comply with all requirements of such Code sections and all regulations of the United States Department of the Treasury issued thereunder to the extent that such requirements are, at the time, applicable and in effect Furthermore, to the extent applicable pursuant to Section 148 (f) of the Code, Lessee covenants to complete or cause to be completed all reporting requirements and rebate all positive arbitrage to the United States of America. lessee covenants that the Equipment will be used only for the purpose of performing one or more governmental or proprietary functions of lessee, and the Equipment will not be used in a trade or business of any person or entity other than the Lessee on a basis different from the general public. The Lessee will not use or permit the use of the Equipment by any person for a "private business use" within the meaning of Section 141 (b) of the Code in such manner or to such extent as would result in the inclusion of interest received hereunder in gross income for federal income tax purposes under Section 103 of the Code. The lessor and the lessee shall at all times do and perform all acts and things permitted by law which are necessary or desirable in order to assure that the interest component of the Rental Payments will not be included in the gross income of the Lessor for federal income tax purposes. ARTICLE 9 DAMAGE, DESTRUCTION AND CONDEMNATION: USE OF NET PROCEEDS Section 9.01. Damage, Destruction and Condemnation. Unless lessee shall have exercised its option to purchase the Equipment or any Unit thereof by making payment of the Purchase Price as provided herein or in the applicable Individual Payment Schedule, if prior to the termination of the lease Term (a) the Equipment or any Unit or any portion thereof is destroyed (in whole or in part) or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any Unit or any part thereof shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, lessee and lessor will cause the Net Proceeds (as defined below) of any insurance claim or condemnation awarded to be applied to the prompt repair, restoration, modification or improvement of the Equipment. Any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee. For purposes of Section 8.03 and this Article 9, the term "Net Proceeds" shall mean the amount remaining from the gross proceeds of any insurance claim or condemnation award after deducting all expenses (including attorneys' fees) incurred in the collection of such claim or award. Section 9.02. Insufficiency of Net Proceeds. Subject to the lessee's right to terminate this Agreement or any Individual Payment Schedule under Section 6.06 hereof, if the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or improvement referred to in Section 9.01 hereof, Lessee shall either (a) complete the repair or replacement of damaged property and pay any costs in excess of the amount of Net Proceeds or (b) pay to the Lessor the amount of the applicable Purchase Price, applying Net Proceeds to such payment (a) With or without terminal% =.{his Agreement, (i) enter upon the location and retake possession of the P'�oment and sell, lease or sublease the Equipment for the account of Lessee, holding Lessee liable for the rents and other amou( gable by lessee hereunder to the end of the Original Term or the the! °ant Renewal Term; or (ii) require lessee to assemble, pack, return and pay the costs of returning the Equipment, within t, ,W) days, to a location specified by the Lessor, and (b) Take whatever action at law or in equity may appear necessary or desirable to enforce its rights as the Lessor of the Equipment Section 13.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity. Any repossession or subsequent sale or lease by Lessor of any item or Unit of Equipment shall not bar an action against Lessee for a deficiency, and the bringing of any action against or the entry of judgment against lessee shall not bar Lessor's right to repossess any or all Units of Equipment. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. ,r] « @.....1. i !1- Section 14.01. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, to the parties at their respective places of business. Section 14.02. Binding Effect. This Agreement shall inure to the benefit of and shall he binding upon Lessor and lessee and their respective successors and assigns. Section 14.03. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 14.04. Amendments. The terms of this Agreement shall not be waived, altered, modified, . supplemented or amended in any manner whatsoever except by written instrument signed by the Lessor and the Lessee, nor shall any such amendment that affects the rights of Lessor's Assignee be effective without such Assignee's consent Section 14.05. Execution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 14.06. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. Section 14.07. Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement Section 14.08. Entire Agreement This Agreement constitutes the entire agreement between Lessor and Lessee. No waiver, consent, modification or change of terms of this Agreement shall bind either party unless in writing signed by both parties, and then such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. There are no understandings, agreements, representations or warranties, express or implied, not specified herein regarding this Agreement or the Equipment leased hereunder. Any terms and conditions of any purchase order or other document (with the exception of Supplements) submitted by Lessee in connection with this Agreement which are in addition to or inconsistent with the terms and conditions of this Agreement will not be binding on Lessor and will not apply to this Agreement Lessee by the signature below of its authorized representative acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions. IN WITNESS WHEREOF, Lessor has executed this Agreement in its corporate name with its corporate seal hereunto affixed and attested by its duly authorized officers, and lessee has caused this Agreement to be executed in its corporate name with its corporate seal hereunto affixed and attested by its duly authorized officers. This document is dated as of the Accrual Date, whether or not executed as of such date. A est\ By: ) Title: CI "L LESSEE: Town of Avon By: Title: Date: 'J 14191 �T LESSOR: Municipal Services Group, Inc. By: / Title:` Date: INDIVIDUAL PAYMENT SCHEDULE TO ALAS= MUNICIPAL LEASE AND OPTION AGREEM]E T NUMBER 673 Entered into July 1, 1991, (the 'Dated Date'D by and between the Lessor and the Lessee This Individual Payment Schedule consists of: Exhibit A Resolution of Governing Body Exhibit B Opinion of Lessee's Counsel Exhibit C Certificate as to Arbitrage Exhibit D Equipment Description Exhibit E Schedule of Payments Exhibit F Acceptance Certificate Supplements: Insurance Requirements 8038 -G IRS Filing Bank Eligibility Certificate Small Issuer Exemption Certificate ORDINANCE NO. 91 -13 SERIES OF 1991 AN ORDINANCE AUTHORIZING EXECUTION OF CERTAIN EQUIPMENT LEASE AGREEMENT COLORADO: BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF AVON, Section 1. That certain Equipment Lease Agreement, together with Exhibits, is attached hereto as Addendum I, and the terms of this agreement are hereby approved and hereby authorized. Section 2. The Mayor and Town Clerk are hereby authorized and directed to execute said Equipment Lease Agreement. INTRODUCED, PASSED ON FIRST READING, APPROVED AND ORDERED POSTED, this 23rd day of July, 1991, and a public hearing on this ordinance shall be held at the regular meeting of the Town council of the Town of Avon, Colorado, on the 13th day of August, 1991, at 7:30 p.m. in the Municipal Building of the Town of Avon, Colorado. TOWN OF AVON, ORADO L Jerr Davi , Mayor EST: Patty Ney rt, beputy Town Clerk INTRODUCED, PASSED ON SECOND READING, APPROVED AND ORDERED POSTED this 13th day of August, 1991. a JAA, - L Jerry Davis�-4 Mayor A ST: Patty Neyha t, D puty Town Clerk 0 a STATE OF COLORADO ) COUNTY OF EAGLE ) SS TOWN OF AVON ) NOTICE IS HEREBY GIVEN OF A PUBLIC HEARING BEFORE THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO, AT 7:30 P.M. ON THE 13TH DAY OF AUGUST, 1991, AT THE TOWN HALL FOR THE PURPOSE OF CONSIDERING THE ADOPTION OF ORDINANCE NO. 91 -13, SERIES OF 1991: AN ORDINANCE AUTHORIZING EXECUTION OF CERTAIN EQUIPMENT LEASE AGREEMENT A copy of said Ordinance is attached hereto, and is also on file at the office of the Town Clerk, and may be inspected during regular business hours. Following this hearing the Council may consider final passage of this Ordinance. This notice is given and published by order of the Town Council of the Town of Avon, Colorado. Dated this 24th day of July, 1991. BY ratricia Al. lioy.ie Town Cleki POSTED AT THE FOLLOWING PUBLIC PLACES WITHIN THE TOWN OF AVON ON JULY 24, 1991: THE AVON POST OFFICE IN THE MAIN LOBBY THE CITY MARKET IN THE MAIN LOBBY THE COASTAL MART,INC. ; and' THE AVON MUNICIPAL BUILDING IN THE MAIN LOBBY r,, PETER COSGRIFF JOHN W. DUNN ARTHUR A. ABPLANALP, JR. TIMOTHY H. BERRY ALLEN C. CHRISTENSEN LAWRENCE P. HARTLAUB LAW OFFICES COSGRIFF, DUNN & ABPLANALP A PARTNERSHIP INCLUDING A PROFESSIONAL CORPORATION VAIL NATIONAL BANK BUILDING SUITE 300 IOB SOUTH FRONTAGE ROAD WEST VAIL,COLORADO B1657 TELEPHONE: (303) 476-7552 TELECOPIER: (303) 476 -4765 August 14, 1991 Municipal Services Group, Inc. 165 S. Union Boulevard Suite 160 Denver, Colorado 80228 Gentlemen: IN LEADVILLE: COSGRIFF DUNN & BERRY P. O. BOX II LEADVILLE, COLORADO 80461 (719) 486 -ISSS r ffl o) With respect to that certain Master Municipal Lease and Option Agreement ( "the Agreement), dated by and between Municipal Services Group, Inc. ( "Lessor ") and Town of Avon ( "Lessee ") I am of the opinion that (i) the Lessee is a state or political subdivision thereof within the meaning of Section 103 of the Internal Revenue Code of 1986, as amended; (ii) the execution, delivery and performance by the Lessee of the Lease has been duly authorized by all necessary action on the part of the Lessee; (iii) the agreement is a legal, valid and binding obligation of Lessee, enforceable in accordance with its terms. In the event the Lessors obtain a judgment against Lessee in money damages, as a result of an event of default under the Agreement, Lessee will be obligated to pay such judgment; (iv) the signatures of the officers of the Lessee which appear on the Agreement are true and genuine; I know said officers and know them to hold the offices set forth below their names; and (v) the Equipment leased pursuant to the Agreement constitutes personal property under applicable law and when subjected to use by Lessee will not be construed as a fixture. JWD:kem Yours very truly, COSGRIFF, DUNN & ABPLANALP i John W. Dunn Attorney for the Town of Avon THE PROFESSIONAL CORPORATION IS DUNN & ABPLANALP, P.C. IN VAIL. r� 151. 40In_y _ CERTIFICATE AS TO ARBITRAGE Agreem ®t No. 673 I, the undersigned officer of Town of Avon (the "Lessee ") being the person duly charged, with others, with responsibility of issuing the Lessee's obligation in the form of that certain agreement entitled "Municipal Lease and Option Agreement" (the "Agreement ") numbered 673, and issued said date HEREBY CERTIFY that: 1. The Agreement was issued by the Lessee under and pursuant to existing law to finance the acquisition of the certain Equipment described therein. 2. Pursuant to the Agreement, the Lessee is entitled to receive said Equipment in consideration for the obligation of the Lessee under the Agreement. Said Equipment will be used in furtherance of the public purposes of the Lessee. The Lessee does not intend to sell said Equipment or said Agreement or to otherwise dispsose of said Equipment during the term of the Agreement. The Lessee will not receive any monies, funds, or other "proceeds" as a result of the Agreement. 3. The Lessee expects to make payments under the Agreement from its general funds on the basis of annual appropriations in amounts equal to the required payments under the Agreement. The remaining general funds of the Lessee are not reasonably expected to be used to make such payments and no other monies are pledged to the Agreement or reasonably expected to be used to pay principal and interest on the Agreement. 4. The Lessee has not received notice that its Certificate may not be relied upon with respect to its own issues nor has it been advised that any adverse action by the Commissioner of Internal Revenue is contemplated. 5. The Lessee certifies that the Property (as defined in the Agreement) is or will be owned and operated by the Lessee and will not be used in the trade or business of any person on a basis different from the general public. To the best of my knowledge, information and belief the expectations herein expressed are reasonable and there are no facts, estimates or circumstances other than those expressed herein that would materially affect the expectations herein expressed. IN WITNESS WHEREOF, I have hereunto set my hand this 1 } 1 day of I,i 19 ( . Att By: Title: Tow r l icy iC Town of Avon By: Title: C'L�� 1(_l,l YJ l" 03.n: w Wk, 111W$Q1IJV(*10' - t;��I�I�YY The Equipment which is the subject of the attached Master Municipal Lease and Option Agreement is as follows: One Johnston Street Sweeper Together with all additions, accessions and replacements thereto. Lessee hereby certifies that the description of the Equipment set forth above constitutes an accurate description of the "Equipment', as defined in the attached Master Municipal Lease and Option Agreement applicable Individual Payment Schedule. LESSEE: .�Town of Avon By. Title:��,� I rl 1 �l� I1ClC��i Date: 3-114 Location of Equipment qcc k_ VCd f WC() CO S t&2-C' EXHIBIT E SCHEDULE OF PAYMENTS DATED DATE. AUG 1, 1991 TOWN OF AVON PAGE 1 OF 2 PMT PAYMENT PAYMENT PRINCIPAL INTEREST PURCHASE PRINCIPAL # DATE AMOUNT PORTION PORTION PRICE BALANCE ------------------------------------------------------------------------------------------------ 92,830.00 1 1 - Sep -91 1,879.59 1,265.36 614.23 93,597.33 91,564.64 2 1 - Oct -91 1,879.59 1,273.74 605.85 92,263.72 90,290.89 3 1 - Nov -91 1,879.59 1,282.17 597.42 90,922.33 89,008.72 4 1 - Dec -91 1,879.59 1,290.65 588.94 89,573.12 87,718.07 5 1 - Jan -92 1,879.59 1,299.19 580.40 88,216.04 86,418.87 6 1 - Feb -92 1,879.59 1,307.79 571.80 86,851.04 85,111.08 7 1 - Mar -92 1,879.59 1,316.44 563.15 85,478.07 83,794.64 8 1 - Apr -92 1,879.59 1,325.15 554.44 84,097.10 82,469.48 9 1 - May -92 1,879.59 1,333.92 545.67 82,708.08 81,135.56 10 1 - Jun-92 1,879.59 1,342.74 536.85 81,310.95 79,792.82 11 1 - Jul -92 1,879.59 1,351.63 527.96 79,905.67 78,441.18 12 1 - Aug -92 1,879.59 1,360.57 519.02 78,492.19 77,080.61 13 1 - Sep -92 1,879.59 1,369.57 510.02 77,070.47 75,711.04 14 1 - Oct -92 1,879.59 1,378.64 500.95 75,640.45 74,332.40 15 1 - Nov -92 1,879.59 1,387.76 491.83 74,202.10 72,944.63 16 1 - Dec-92 1,879.59 1,396.94 482.65 72,755.35 71,547.69 17 1 - Jan -93 1,879.59 1,406.18 473.41 71,300.16 70,141.51 18 1 - Feb-93 1,879.59 1,415.49 464.10 69,836.49 68,726.01 19 1 - Mar -93 1,879.59 1,424.85 454.74 68,364.27 67,301.16 20 1 - Apr-93 1,879.59 1,434.28 445.31 66,883.47 65,866.88 21 1 - flay -93 1,879.59 1,443.77 435.82 65,394.03 64,423.10 22 1 - Jun -93 1,879.59 1,453.32 426.27 63,895.90 62,969.78 23 1. - Jul-93 1,879.59 1,462.94 416.65 62,389.04 61,506.84 24 1 - Aug -93 1,879.59 1,472.62 406.97 60,873.38 60,034.21 25 1 - Sep -93 1,879.59 1,482.36 397.23 59,348.88 58,551.85 26 1 - Oct -93 1,879.59 1,492.17 387.42 57,815.49 57,059.68 27 1 - Nov -93 1,879.59 1,502.05 377.54 56,273.15 55,557.62 28 1 - Dec -93 15879.59 1,511.98 367.61 54,721.82 54,045.64 29 1 - Jan -94 1,879.59 1,521.99 357.60 53,161.44 52,523.65 30 1 - Feb -94 1,879.59 1,532.06 347.53 51,591.95 50,991.58 31 1 - Mar -94 1,879.59 1,542.20 337.39 50,013.31 49,449.38 32 1 - Apr-94 1,879.59 1,552.40 327.19 48,425.46 47,896.98 '? 1 - May -94 1,879.59 1,562.67 316.92 46,828.35 46,334.30 34 1 - Jun -94 1,879.59 1,573.01 306.58 45,221.92 44,761.29 35 1 - Jul -94 1,879.59 1,583.42 296.17 43,606.12 43,177.87 36 1 - Aug -94 1,879.59 1,593.90 285.69 41,980.90 41,583.97 37 1 - Sep -94 1,879.59 1,604.44 275.15 40,346.20 39,979.52 38 1 - Oct -94 1,879.59 1,615.06 264.53 38,701.96 38,364.46 39 1 - Nov -94 1,879.59 1,625.75 253.84 37,048.12 36,738.71 40 1 - Dec -94 1,879.59 1,636.50 243.09 35,384.64 35,102.20 41 1 - Jan -95 1,879.59 1,647.33 232.26 33,711.46 33,454.87 42 1 - Feb-95 1,879.59 1,658.23 221.36 32,028.52 31,796.64 43 1 - Mar -95 1,879.59 1,669.20 210.39 30,335.76 30,127.43 44 1 - Apr -95 1,879.59 1,680.25 199.34 28,633.12 28,447.18 45 1 - May -95 1,879.59 1,691.36 188.23 26,920.56 26,755.82 46 1 - Jun -95 1,879.59 1,702.56 177.03 25,198.00 25,053.25 47 1 - Jul -95 1,879.59 1,713.82 165.77 23,465.40 23,339.43 48 1 - Aug -95 1,879.59 1,725.16 154.43 21,722.68 21,614.27 LESSEE: TOWN OF AVON 8Y- TITLE: —j ,Y)n iAr. qC"i� - - -- \ 4? 1 - Sep -95 1,879.59 1,736.58 143.01 19,969.81 19,877.68 50 1 - Oct -95 1,879.59 1,748.07 131.52 18,206.70 18,129.61 51 1 - Nov -95 1,879.59 1,759.63 119.96 16,433.32 16,369.98 52 1 - Dec -95 1,879.59 1,771.28 108.31 14,649.58 14,598.69 53 1 - Jan -96 1,879.59 1,783.00 96.59 12,855.45 12,815.69 54 1 - Feb -96 1,879.59 1,794.79 84.80 11,050.84 11,020.90 55 1 - Mar -96 1,879.59 1,806.67 72.92 9,235.71 9,214.22 56 1 - Apr -96 1,879.59 1,818.62 60.97 7,410.00 7,395.60 57 1 - May -96 1,879.59 1,830.66 48.93 5,573.63 5,564.94 58 1 - Jun -96 1,879.59 1,842.77 36.82 3,726.55 3,722.16 59 1 Jul -96 1,879.59 1,854.96 24.63 1,868.69 1,867.20 60 1 - Aug -96 1,879.59 1,867.20 12.39 0.00 (0.00) ---..-------------------------------------------------------------------------------------------- TOTAL 112,775.59 92,830.00 19,945.59 LESSEE: TOWN OF AVON 8Y- TITLE: —j ,Y)n iAr. qC"i� - - -- EXHIBYr E Page _2_ of _2_ Base Interest Rate: 7.94% U.S. Treasury Note Yield: 7.95% U.S. Treasury Note Index Percent: 99.87% Adjusted Base Interest Rate: Dated Date: August 1, 1991 The Base Interest Rate can remain in effect only during the thirty (30) day period following the Dated Date of this Individual Payment Schedule provided the U.S. Treasury Note Yield does not increase significantly. In the event such thirty (30) day period expires or U.S. Treasury Note Yields increase significantly during that 30 day period, and all documents have not been returned in a form acceptable to the Lessor, then the Lessor reserves the right to adjust and determine a new Base Interest Rate (the "Adjusted Base Interest Rate "). The Adjusted Base Interest Rate shall be determined on the business day immediately preceding the receipt of the documents by the Lessor, by multiplying the U.S. Treasury Note Yield by the U.S. Treasury Note Index Percent. Such Adjusted Base Interest Rate shall be the applicable interest rate for the principal balance of the Equipment which is the subject of this Individual Payment Schedule and the Lessor and the Lessee shall execute a revised Exhibit E to this Individual Payment Schedule to acknowledge such change. Lessee: Town of Avon By: I� Title: v ACCEPTANCE CERTIFICATE Agreement No. 673 The undersigned, as Lessee under the Master Municipal Lease and Option Agreement (the "Agreement") numbered 673, with Municipal Services Group, Inc. ("Lessor"), acknowledges receipt in good condition of the Equipment described in the Agreement or in the applicable Individual Payment Schedule attached thereto this PLh- day of 'Spa# q and certifies that Lessor has fully and satisfactorily performed all of its covenants and obligations required under the Agreement. Lessee confirms that it will commence payments in accordance with Article 6 of the Agreement or the provisions of the applicable Individual Payment Schedule. The undersigned officer of the Lessee hereby reaffirms in all respects the Certificate as to Arbitrage attached as Exhibit C to the Agreement, and represents that, to the best of his or her knowledge, information and belief, the expectations therein expressed were reasonable as of the Accrual Date on which they were made, and are reasonable as of this date, and that there were, and are as of this date, no facts, estimates or circumstances other than those expressed therein that would materially affect the expectations expressed therein. LESSEE: Town of Avon By: tM4� Title A TO: MUNICIPAL SERVICES GROUP, INC. 165 S. Union Boulevard, Suite 160 Lakewood, Colorado 80228 FROM: Town of Avon P.O. Box 975 Avon, Colorado 81620 SUBJECT: INSURANCE COVERAGE REQUIREMENTS Agreement No. 673 1. In accordance with Section 8.03 of the Master Municipal Lease and Option Agreement No. 673, dated as of ',, y I I -; 1'-j I 19_, (the "Agreement "), we have instructed the insurance agent named below (please fill in name, address and telephone number c < lrvet ory-'r;(An ) 11,-,lr Vitus rir_ l9_LA,-_vc (OP -sA) � c15 5. iwrt "l '�-1 -1( �, 1 1)G i -I Flo Y ( (; , r) -I % Z to issue: a. All Risk Physical Damage Insurance on the leased Equipment of Unit thereof (as defined in the Agreement) evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming Lessor "and/or its assigns" Loss Payee b. Public Liability Insurance evidence by a Certificate of Insurance naming "Lessor and/or its assigns" as an Additional Insured. Minimum Coverage Required: $400,000.00 per person $400,000.00 aggregate bodily injury liability $150,000.00 property damage liability OR 2. Pursuant to Section 8.03 of the Agreement, we are self - insured for all risk, physical damage, and public liability and will provide proof of such self - insurance in letter form together with a copy of the statute authorizing this form of insurance. 3. Proof of insurance coverage will - provided to Lessor prior to the time that the Equipment or Unit thereof is delivered to us. Lessee: Rv: Title: — f i _✓- . (I),CY. 1. J vii 111_�� BANK ELIGIBUM CERTIFICATE THIS BANK ELIGIBILITY CERTIFICATE is entered into this }i% supplementing and adding to Lease and Option Agreement No. 673. WITNESSETH: `_ \ day of L l " 1991 and executed by Town of Avon, as lessee, WHEREAS, the Lessor and the Lessee have entered into a Municipal Lease and Option Agreement No. 673; and WHEREAS, the Lessee desires to supplement the Agreement; NOW THEREFORE, in consideration of the premises hereinafter contained, the Lessee hereby certifies that: The Lessee has not issued or effected the issuance of, and reasonably anticipates that it shall not issue or effect the issuance of more than Ten Million Dollars ($10,000,000.00) of tax- exempt obligations during the 1991 calendar year, and hereby designates the lease of the Equipment to which this certificate pertains as a "qualified tax- exempt obligation," as defined by Section 265 (b) (3) of the Internal Revenue Code of 1986, as amended. In witness whereof, the Lessee has caused this Supplement to the Agreement to be executed by its respective officers thereunto duly authorized, all as of the date and year first above written. Town of Avon By: ?� Name: Title: �' n viii SMALL ISSUER EXEMPTION CERTIFICATE THIS SMALL ISSUER EXEMPTION CERTIFICATE is entered into this I day of l- I t i 1 1991 and executed by Town of Avon as lessee, supplementing and adding to Lease and Option Agreement No. 673. WHEREAS, the Lessor and the Lessee have entered into a Municipal Lease and Option Agreement No. 673; and WHEREAS, the Lessee desires to supplement the Agreement; NOW THEREFORE, in consideration of the premises hereinafter contained, the parties hereto agree to supplement the Agreement as follows: The Lessee has not issued or effected the issuance of, and reasonably anticipates that it shall not issue or effect the issuance of, more than Five Million Dollars ($5,000,000.00) of tax - exempt bonds (other than private activity bonds) (such terms being within the meaning of Section 148 (f) (4) (C) of the Internal Revenue Code of 1986, as amended), during the 1991 calendar year. In witness whereof, the Lessee has caused this Supplement to the Agreement to be executed by its respective officers thereunto duly authorized, all as of the date and year first above written. Town of Avon By: Name: Title: T(.111?Y1 f f l o ry)' �j! ix Form 803$-GC Consolidated Information Return for Small Tax - Exempt iernmental Bond Issues, Leases: Installment Sales (Rev. October 1989) OMB No. 1545 -0720 ► Under Section 149(e) ► For calendar year ending 19 ...... Expires 05/31/92 Department of the Treasury Internal Revenue Service (Use Form 8038 -G if the issue price of the issue is $100,000 or more.) Reporting Authority Check box if Amended Return ► 1 Issuer's name 2 Issuer's employer Identification number Town of Avon ,'y. _ C, 4� 3 Number and street P.O. Box 975 4 City or town, state, and ZIP code Description of Obligations 5 Total issue price of all small tax - exempt governmental obligations issued during the calendar year . . . 1 5 I $93,802100 6 Check the box that most nearly approximates the weighted average maturity of the obligations: a Fx_1 Less than 5 years b ❑ From 5 to 10 years c ❑ More than 10 years 7 Check the box that most nearly approximates the weighted average interest rate on the obligations: a ❑ Less than 5% b From 5% to 10% c ❑ More than 10% — 8 Total issue price of the obligations reported on line 5 that are: a Obligations issued in the form of a lease or installment sale . . . . . . . . . . . . . . . 8a $93,802 00 b Obligations designated by the issuer under section 265(b)(3)(8)(1)(III) . . . . . . . . 8b $93,802 00 c Obligations issued to refund prior issues . . . . . . . . . . . . . . . . . . . . . 8c d Loans made from the proceeds of another tax - exempt obligation 8d F_ Under penalties of periury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, Please they are true, correct, and complete. Sign �k/i t 'ckm D, Tames Here , Toton rncVLI-)ctG\e.i� Signature of officer, Date Type or print name and title General Instructions (Section references are to the Internal Revenue Code unless otherwise noted.) Paperwork Reduction Act Notice We ask for this information to carry out the Internal Revenue laws of the United States.. We need it to ensure that you are complying with these laws. You are required to give us this information. The time needed to complete and file this form varies depending on individual circumstances. The estimated average time is: Recordkeeping . . . . 3 hrs., 21 min. Learning about the law or the form . . . . .1 hr., 34 min. Preparing the form . . . 2 hrs., 37 min. Copying, assembling, and sending the form to IRS . . . .16 min. If you have comments concerning the accuracy of this time estimate or suggestions for making this form more simple, we would be happy to hear from you. You can write to either the Internal Revenue Service, Washington, DC 20224, Attention: IRS Reports Clearance Officer, T:FP; or the Office of Management and Budget, Paperwork Reduction Project (1545- 0720), Washington, DC 20503. Item You Should Note A governmental unit is required to file this form for all small tax - exempt governmental obligations on which it pays interest. These obligations include bonds, leases and installment sales. Purpose of Form Form 8038 -GC is to be used by issuers of tax - exempt governmental obligations to provide IRS with the information required by section 149(e) and to monitor the requirements of sections 141 through 150. Who Must File Each issuer must file Form 8038 -GC for all tax - exempt governmental bonds, leases and installment sales issued during the calender year, with an issue price of less than $100,000. Form 8038 -G is filed to report each issue of governmental obligations with issue prices of $100,000 or more. When To File File Form 8038 -GC on or before February 15th afterthe close of the calendar year in which the issue is issued. Form 8038 -GC must be completed based on the facts as of the close of the calendar year. Late filing. —A Form 8038 -GC filed after the due date may be granted an extension of time to file under section 3 of Rev. Proc. 88 -10, 1988 -1 C.B. 635, if it is determined that the failure to file in a timely manner is not due to willful neglect. A late Form Farm 8038 -GC (Rev. 10 -89) Form 8038 —GC (Rev. 10 -89) ,.,r1, Page 2 8038 -GC should be sent to: Ir>� lal Revenue Service, Philadelphia service Center, Statistics of Income Unit, P:DA: Unit F -SO1, Philadelphia, PA 19255, Stop :335. Type or print at the top of the form, "This Statement Is Submitted in Accordance with Rev. Proc. 88 -10." Attach to the Form 8038 -GC a letter briefly setting forth the reasons why Form 8038 -GC was not submitted to the IRS on time, and also indicating whether the obligation in question is under examination by the IRS. Do not submit copies of any bond documents, leases or installment sale documents. Where To File File Form 8038 -GC with the Internal Revenue Service Center, Philadelphia, PA 19255. Definitions • A tax - exempt obligation is not limited to the formal issuance of bonds. It also includes installment purchase agreements and financial leases. • A tax - exempt governmental obligation is a tax - exempt obligation that is not a private activity bond. • A private activity bond is generally an_ obligation issued as part of an issue of which: (1) More than 10% of the proceeds are to be used for any private business use; and (2) More than 10% of the payment of principal or interest of the issue is either secured by an interest in property to be used for a private business use (or payments in respect of such property), or is to be derived from payments in respect of property (or borrowed money) used for a private business use. An obligation is also considered a private activity bond if the amount of the proceeds to be used to make or finance loans (otherthan loans described in section 141(c)(2)) to certain persons exceeds the lesser of 5% of the proceeds, or $5,000,000. Private activity bonds should be reported on Form 8038, Information Return for Tax - Exempt Private Activity Bond Issues. • Issue — Generally, separate obligations should not be treated as part of the same issue if the obligations are not issued by the same issuer, on the same date, an pursuant to a single transaction (or pies of related transactions). With respect to draw -down loans, all amounts reasonably expected to be advanced within 3 years of the date of the first draw may be treated as part of the same issue if the draws are equally and ratably secured by the same loan agreement and are pursuant to a common financing arrangement. All obligations that are issued pursuant to a single finance lease or installment purchase agreement may be treated as part of the same issue if all of the property covered by that agreement is reasonably expected to be delivered within 3 years of the date of issue of the first obligation. Specific Instructions Part I.— Reporting Authority Amended Return. —If you are filing an amended Form 8038 -GC, check the amended return box and complete Part I and only those parts of Form 8038 -GC you are amending by entering the correct information. Do not file an amended Form 8038 -GC to amend estimated amounts you previously reported once the actual amounts are determined. (See the Part II instruction, below.) Line 1. —The issuer's name is the name of the entity issuing the obligations, not the name of the entity receiving the benefit of the financing. In the case of a lease or installment sale, the issuer is the lessee or purchaser. Line 2— Issuer's employer identification number (EIN). —If the issuer does not have an employer identification number, enter "none" and attach a completed Form SS -4, Application for Employer Identification Number, to Form 8038 -GC. If, however, the issuer has previously applied for such a number, attach a statement giving the date of the application and the office where it was submitted. Part II.— Description of Obligations This part may be completed based on information readily available to the issuer at the close of the calendar year, supplemented by estimates made in good faith. All entries may be based on good faith approximations. Line 5. —Enter the total issue price of all small tax - exempt governmental obligations issued during the calendar year. Small governmental obligations means those with an issue price of less than $100,000. If the obligations are reoffered to the public by an intermediary, the issue price is the reoffering price (excluding accrued interest). The issue price of an obligation means the principal amount due on the obligation and does not include interest paid or to be paid. Therefore line 5 should include only the principal amount due on obligations sold during the calendar year. For example, only the purchase price of an asset acquired pursuant to a lease should be included on Line 5 and only in the year such lease is entered into. A lease or installment sale is treated as issued on the date interest starts to accrue. Line 6. —The weighted average maturity is the average maturity on the obligations. With respect to bonds, each bond should be weighted to its par value. For a lease or installment sale, enter the total number of years the lease or installment sale will be outstanding. Line 7.— The weighted average interest rate is the average interest rate on the obligations. Each bond should be weighted in proportion to its par value and its length of maturity. Line 8. —Enter the total issue price of the obligations reported on line 5 that are described on lines 8a, 8b, 8c, and 8d. More than one line may apply to a particular obligation. For example, obligations issued to refund prior issues which were designated by the issuer under section 265(b)(3)(B)(i)(111) should be reported on line 8b and line 8c. Signature Form 8038 -GC must be signed by an authorized representative of the issuer. Also print the name and title of the person signing the Form 8038 -GC. -U.S. Government Printing Offices 1989- 261- 151100020 - Form 8��8_(�� Consolidated Information Return for Small Tax - Exempt vernmental Bond Issues, Leases., ', Installment Sales (Rev. October 1989) OMB No. 1545.0720 ► Under Section 149(e) ► For calendar year ending 19 ...... Expires 05/31/92 Department of the Treasury Internal Revenue Service (Use Form 8038 -G if the issue price of the issue is $100,000 or more.) Reporting - Authority Check box if Amended Return Ili- 1 Issuer's name 2 Issuer's employer identification number Town of Avon �� _ C 3 Number and street P.O. Box 975 4 City or town, state, and ZIP code Description of Oblieations 5 Total issue price of all small tax - exempt governmental obligations issued during the calendar year . . . L,.. 6 Check the box that most nearly approximates the weighted average maturity of the obligations: a ❑x Less than 5 years b ❑ From 5 to 10 years c ❑ More than 10 years 7 Check the box that most nearly approximates the weighted average interest rate on the obligations: a ❑ Less than 5% b 0 From 5% to 10% c ❑ More than 10% 8 Total issue price of the obligations reported online 5 that are: a Obligations issued in the form of a lease or installment sale . . . . . . . . . . . . . . L8a b Obligations designated by the issuer under section 265(b)(3)(B)(1)(III) . . . . . . . . c Obligations issued to refund prior issues . . . . . . . . . . . . . . . . . . . . . 1 8c d Loans made from the proceeds of another tax - exempt obligation . . . . . . . . . . . . . 18d 93,8021 00 $93,802100 Under penalties of penury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, Please they are true, correct, and complete. Sig n Here I� ' I b(A)r) Ma.rnr, cie,' Signature of officer ate Type or print name and title _T General Instructions If you have comments concerning the Who Must File (Section references are to the Internal accuracy of this time estimate or suggestions for making this form more Each issuer must file Form 8038 -GC for all Revenue Code unless otherwise noted.) simple, we would be happy to hear from a tax - exempt governmental bonds, leases and Paperwork Reduction Act Notice you. You can write either the Internal Internal rnal installment sales issued during the calender year, with an issue price of less than We ask for this information to carry out the Revenue Service, Washington, Attention: IRS Reports Clearance Officer, $100,000. Form 8038-G is filed t report Internal Revenue laws of the United States.. T:FP; orthe Office of Management and each issue of governmental obligatt ions with issue prices of $100,000 or more. We need it to ensure that you are complying Budget, Paperwork Reduction Project with these laws. You are required to give us (1545- 0720), Washington, DC 20503. When To File this information. The time needed to complete and file this Item You Should Note File Form 8038 -GC on or before February form varies depending on individual A governmental unit is required to file this 15th after the close of the calendar year In circumstances. The estimated average time form for all small tax - exempt governmental which the issue is issued. Form 8038 -GC is: obligations on which it pays interest. These must be completed based on the facts as of obligations include bonds, leases and the close of the calendar year. Recordkeeping . . . . 3 hrs., 21 min. installment sales. Late filing. —A Form 8038 -GC filed after Learning about the Purpose of Form the due date may be granted an extension law or the form . . . . .1 hr., 34 min. Form 8038 -GC is to be used by issuers of of time to file under section 3 of Rev. Proc. Preparing the form. 2 hrs., 37 min. tax - exempt governmental obligations to 88-10, 1988 -1 C.B. 635, if it is determined that the failure to file in a timely manner is Copying, assembling, and sending the form to IRS 16 min. provide IRS with the information required by section 149(e) and to monitor the not due to willful neglect. A late Form requirements of sections 141 through 150. Form 8038 -GC (Rev. 10.89) Form 8038 —GC (Rev. 10 -89) 8038 -GC should be sent to: Internal Revenue Service, Philadelphia Service Center, Statistics of Income Unit, P:DA: Unit F -SO1, Philadelphia, PA 19255, Stop #335. Type or print at the top of the form, "This Statement Is Submitted in Accordance with Rev. Proc. 88 -10." Attach to the Form 8038 -GC a letter briefly setting forth the reasons why Form 8038 -GC was not submitted to the IRS on time, and also indicating whether the obligation in question is under examination by the IRS. Do not submit copies of any bond documents, leases or installment sale documents. Where To File File Form 8038 -GC with the Internal Revenue Service Center, Philadelphia, PA 19255. Definitions • A tax - exempt obligation is not limited to the formal issuance of bonds. It also includes installment purchase agreements and financial leases. • A tax - exempt governmental obligation is a tax - exempt obligation that is not a private activity bond. • A private activity bond is generally an obligation issued as part of an issue of which: (1) More than 10% of the proceeds are to be used for any private business use; and (2) More than 10% of the payment of principal or interest of the issue is either secured by an interest in property to be used for a private business use (or payments in respect of such property), or is to be derived from payments in respect of property (or borrowed money) used for a private business use. An obligation is also considered a private activity bond if the amount of the proceeds to be used to make or finance loans (other than loans described in section 141(c)(2)) to certain persons exceeds the lesser of 5% of the proceeds, or $5,000,000. Private activity bonds should be reported on Form 8038, Information Return for Tax - Exempt Private Activity Bond Issues. • Issue — Generally, separate obligations should not be treated as part of the same issue if the obligations are not issued by the same issuer, on the same date, and pursuant to a single transaction (or series of related transactions). With respect to draw -down loans, all amounts reasonably expected to be advanced within 3 years of the date of the first draw may be treated as part of the same issue if the draws are equally and ratably secured by the same loan agreement and are pursuant to a common financing arrangement. All obligations that are issued pursuant to a single finance lease or installment purchase agreement may be treated as part of the same issue if all of the property covered by that agreement is reasonably expected to be delivered within 3 years of the date of issue of the first obligation. Specific Instructions Part I.— Reporting Authority Amended Return. —If you are filing an amended Form 8038 -GC, check the amended return box and complete Part I and only those parts of Form 8038 -GC you are amending by entering the correct information. Do not file an amended Form 8038 -GC to amend estimated amounts you previously reported once the actual amounts are determined. (See the Part II instruction, below.) Line 1. —The issuer's name is the name of the entity issuing the obligations, not the name of the entity receiving the benefit of the financing. In the case of a lease or installment sale, the issuer is the lessee or purchaser. Line 2— Issuer's employer identification number (EIN). —If the issuer does not have an employer identification number, enter "none" and attach a completed Form SS -4, Application for Employer Identification Number, to Form 8038 -GC. If, however, the issuer has previously applied for such a number, attach a statement giving the date of the application and the office where it was submitted. Part I1.— Description of Obligations This part may be completed based on information readily available to the issuer at the close of the calendar year, Page 2 supplemented by estimates made in good faith. All entries may be based on good faith approximations. Line 5. —Enter the total issue price of all small tax - exempt governmental obligations issued during the calendar year. Small governmental obligations means those with an issue price of less than $100,000. If the obligations are reoffered to the public by an intermediary, the issue price is the reoffering price (excluding accrued interest). The issue price of an obligation means the principal amount due on the obligation and does not include interest paid or to be paid. Therefore line 5 should include only the principal amount due on obligations sold during the calendar year. For example, only the purchase price of an asset acquired pursuant to a lease should be included on Line 5 and only in the year such lease is entered into. A lease or installment sale is treated as issued on the date interest starts to accrue. Line 6. —The weighted average maturity is the average maturity on the obligations. With respect to bonds, each bond should be weighted to its par value. For a lease or installment sale, enter the total number of years the lease or installment sale will be outstanding. Line 7.— The weighted average interest rate is the average interest rate on the obligations. Each bond should be weighted in proportion to its par value and its length of maturity. Line 8. —Enter the total issue price of the obligations reported on line 5 that are described on lines 8a, 8b, 8c, and 8d. More than one line may apply to a particular obligation. For example, obligations issued to refund prior issues which were designated by the issuer under section 265(b)(3)(B)(i)(III) should be reported on line 8b and line 8c. Signature Form 8038 -GC must be signed by an authorized representative of the issuer. Also print the name and title of the person signing the Form 8038 -GC. *U.S. Government Printing Office: 1999- 261 - 151/00020 Town of Avon P. O. Box 975, Avon, CO 81620 (303) 949 -4280 August 19, 1991 Ms. Susan Harbaugh Municipal Service Group, Inc. 165 South Union Blvd. Union Tower, Suite 160 Denver, CO 80228 Ms. Susan Harbaugh: �, Enclosed are the originals of the Master Municipal Lease and Option Agreement. I will forward Exhibit F, the Accetpance Certificate upon delivery of the equipment. Also, I will forward the Opinion from Counsel upon receipt. The first payment of $1,.879.59, will be mailed to you on August 28, 1991. If you have any questions, please contact me. Sincerely, Valerie McCoy Finance Officer Document Execution Instruction- The following steps are required to facilitate funding your Master Municipal Lease and Option Agreement with Municipal Services Group, Inc. (MSG). Please use this form and check off each step as complete. / Immediately forward the last two years' audited financial statements, any interim financials and your current year budget. Complete the enclosed Credit Information Request form and send it along with the financials upon receipt of this package. These should not be sent with the documents; credit review must commence immediately. Please advise MSG the anticipated date of approval and/or signing of the documents (i.e. Board Meeting). / We will contact you to confirm this date. ✓ Both sets of documents should be completed as follows and forwarded to Municipal Services Group, Inc. We will execute both copies and return one for your files: �. Execute, attest and date the Master Municipal Lease and Option Agreement on page 5. V Send a Resolution of the Governing Body or an authorization statement as specified in Article 1 and label / it Exhibit A. V The Opinion of Counsel should be provided by your attorney after review of the documentation. At least one original letter must be provided with the documents. We suggest that you proceed with the attorney promptly in order to work within their time constraints. V Exhibits C, D, E require the proper authority's signature, title and date. Please include the address where the equipment will be located on the Exhibit D. If the equipment is not delivered, please remove the Exhibit F. Acceptance Certificate, and execute and return it upon delivery. V/ Please execute and complete the Insurance Requirement form with the agents name, address and phone number. Please contact your agent right away to request a Certificate be sent to Municipal Services Group as soon as possible. We will contact you to confirm. t� The IRS form 8038, "Tax Information Return for Tax - Exempt Governmental Bond Issues ", requires a Tax I.D. number filled in on line 2, signature, title and date. Please return all copies, we will forward them to the IRS. The Bank Eligibility Certificate and Small Issuer Exemption Certificate require the proper authority's signature. _ Please send the original vendor invoice in the event the equipment has already been delivered. 5-ep f-1. Please forward your first payment which is due Ai st 1 with the executed documents. We will require the Certificate of Origin with Municipal Services Group and its Assignees as first lienholder from the vendor. We will provide the vendor with instructions on how to complete this information. This transaction is subject to credit approval, proper execution and completion of all required documentation. The rates reflected in this document package are predicated upon the closing of this transaction within 30 days from the original proposal date. If the 30 day time frame for closing is exceeded, the interest rate is subject to change. Town of Avon P. O. Box 975, Avon, CO 81620 (303) 949 -4280 July 25, 1991 Ms. Susan Harbaugh Municipal Services Group, Inc. 165 S. Union Boulevard, Ste. 160 Denver, CO 80228 Dear Ms. Harbaugh, Enclosed please find the completed credit information request form, financials for 1989 and 1990 and a 1991 budget. I was not clear what tax collection meant on the credit form; please call me if you need additional information. We anticipate final approval of the resolution on August 13. Sincerely, Liz Adams Director of Administrative Services July 19, 1991 Ms. Liz Adams Town of Avon P. O. Box 975 Avon, CO 81620 Dear Ms. Adams: R�ccF ro '9� �997 wN of � USN y M U N I C I P A L SERVICES G R O U P, I N C. At the request of Terry Thorpe, I have enclosed our Master Municipal Lease and Option Agreement No. 673 for the acquisition of the new street sweeper. Please follow the enclosed instruction sheet when executing the documents. We look forward to working with you in effecting the closing of this transaction. Please do not hesitate to contact me if you have any questions. Sincerely, Susan Harbaugh Contract Administrator enclosure 165 SOUTH UNION BOULEVARD A UNION TOWER A SUITE 160 A DENVER, COLORADO 80228 A (303) 980 -0262 A FAx (303) 985 -7464