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TC Res. No. 2004-33 AUTHORIZING THE USE OF A PREVIOUSLYTOWN OF AVON, COLORADO RESOLUTION NO. 04-33 SERIES OF 2004 A RESOLUTION AUTHORIZING THE USE OF A PREVIOUSLY APPROVED GOVERNMENTAL LEASE-PURCHASE MASTER AGREEMENT DATED MARCH 28, 2003 AND APPROVING A SUPPLEMENT THERETO AND RELATED DOCUMENTS AND CERTIFICATES WHEREAS, the Town of Avon has entered into a governmental lease-purchase master agreement dated March 28, 2003 for the purchase of certain municipal equipment; and WHEREAS, the Town, in it's 2004 budget has appropriated funds for the purchase of municipal equipment; and WHEREAS, the Town desires to use capital lease financing for the purchase of certain items of equipment. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO: Section 1. The Supplement attached to the previously approved Governmental Lease- Purchase Master Agreement (the "Agreement" or the "Master Lease") with Norwest Investment Services, Inc. dated March 28, 2003 is hereby approved substantially in the form presented to this Council and on file in the office of the Town Clerk. Section 2. The Finance Director of the Town of Avon is hereby authorized to execute this Supplement thereto on behalf of the Town, and to execute such other certificates and documents as may be necessary and appropriate to effectuate the transactions contemplated by the Agreement and said Supplement. The Agreement, the Supplement and the related documents may contain such necessary and appropriate variations, omissions and insertions as the Finance Director shall determine to be necessary, and the execution thereof by the Finance Director shall be conclusive evidence of such determination and its approval by the Council. Section 3. Lessee does not reasonably anticipate that it will issue tax-exempt obligations (not including "private activity bonds" as defined in Section 141 of the Internal Revenue Code of 1986, as amended) in an aggregate amount in excess of $10 million during the calendar year in which the Lease commences. The Lease is designated as a qualified tax-exempt obligation for the purposes of Section 265(b)(c) of the Internal Revenue Code of 1986, as amended, relating to deductibility of interest by financial institutions. ADOPTED this 24`h day of August, 2004. ATTEST: (Q"- I Pa Mc fenny, To e TOWN OF AVON, COLORA W v e ,n u o.,„ . , -s' Mayor e4_ ~(o 0.Qd (rv)oc~ n'lc-EJem--tr Resolution No. 04-33 Master Gov Lease Purchase Ag Page 2 of 2 Wells Fargo Brokerage Services, LLC SUPPLEMENT TO MASTER LEASE Public Finance Division 1740 Broadway, MAC C7300-011 Denver, CO 80274 Name and address of Lessee: Town of Avon P. O. Box 975 Avon, Colorado 81620 Supplement # 0900-008 This is a Supplement to the Governmental Lease-Purchase Master Agreement dated March 28, 2003 between Lessor and Lessee (the "Master Lease") and Supplement dated August 26, 2004. Upon the execution and delivery by Lessor and Lessee of this Supplement, Lessor hereby agrees to lease to Lessee, and Lessee hereby agrees to lease from Lessor, the Property described below upon the terms and conditions of this Supplement and the Master Lease. PROPERTY DESCRIPTION Quantity Serial Number 1 1GCHK242X4E300822 2004 Chevrolet Pickup Truck I John Deer Mower 5 Toughbook 29 Computers Location of Property (if different from Lessee's address) SCHEDU LE OF RENT PAYMENTS Basic Rental Number Of Advance Payments Payments Payments Rent commencement date: August 26, 2004 $27,237.34 3 -0- Term in months from rent commencement Interest Rate First Payment Final Purchase Due Option Price 36 months 2.90% August 26, 2005, $1.00 Rental payment period (check one) ® Annual FINANCE AMOUNT: $77,192.21 AL RENT: $81,712.02 Additional Provisions: LESSOR:Wells Fargo Brokerage Services, LLC By Its Assistant Vice President Date August 26, 2004 Vehicles Town of Avon Exhibit A Costs Funded Payment Rate $77,192.21 2.900% Closing Fees $0.00 3 Payments Level Payment Lease Factor 1 per year $27,237.34 .35285 Average Life 2.02 years 24.2 months Commencement: Aug 26, 2004 Closine Date: Aue 26.2004 Total Payment Interest Principal After Payment After Payment Payment Due Pmt Due Payment Due Payment Due Principal Termination Date Balance Value $0.00 $0.00 $77,192.21 Aug 26, 2004 1 $27,237.34 $2,238.57 $24,998.76 $52,193.45 $52,193.45 Aug 26, 2005 2 $27,237.34 $1,513.61 $25,723.73 $26,469.72 $26,469.72 Aug 26, 2006 3 $27,237.34 $767.62 $26,469.72 $0.00 $1.00 Aug 26, 2007 FINAL PURCHASE OPTION PRICE: $1.00 B ~p , Its: M `(O - Dated as of g I a~ O~ Avon 7-04.xls 8/12/2004 11:59 AM by Wells Fargo Brokerage Services COPY 0y00-00E- GOVERNMENTAL LEASE - PURCHASE MASTER AGREEMENT Name and Address of Lessee: Lessor: Town of Avon Wells Fargo Brokerage Services, LLC 400 Benchmark Road Public Finance Department Avon, Colorado 81620 1740 Broadway, MAC C7300-011 Denver, Colorado 80274 1. LEASE. Lessor hereby agrees to lease to Lessee, and Lessee hereby agrees to lease from Lessor, the personal property, described in a Supplement or Supplements to this Master Lease from time to time signed by Lessor and Lessee upon the terms and conditions set forth in the related Supplement (such property together with all replacements, repairs and additions incorporated therein or affixed thereto being referred to herein as "Equipment" The lease of the items described in a particular Supplement shall be considered a separate lease pursuant to the terms of the Master Lease and the Supplement the same as if a single lease agreement containing sirch terms had been executed covering such items. The execution by Lessee of each Supplement shall evidence a determination by the Lessee that the Equipment covered thereby is essential to its proper, efficient and economic operation and desires to enbct into that Supplement for the acquisition of that Equipment under the terms hereof, that the Equipment is necessary for the governmental functions of Lessee, and that Lessor is neither the manufacturer nor a dealer or merchant of said Equipment, but has agreed to provide the funding for and on behalf of Lessee for the acquisition of said Equipment under the germs hereof at the specific request of Lessee. 2. DELIVERY AND ACCEPTANCE. Lessee will evidence its acceptance of the Equipment by executing and delivering to Lessor a Delivery and Acceptance Certificate (herein so called) in the form to be provided by Lessor. 3. TERM The term of this Lease with respect to each item of Equipment shall begin on the date it is accepted by Lessee and shall continue from the rent commencement date shown in the related Supplement unless earlier terminated as provided herein. The rent commencement date is the Acceptance Date as recorded on the Acceptance Certificate. 4. RENT. Lessee shall pay as basic rent for the full term of this Lease the amount shown in the related Supplement as Total Rent, and a portion of each rent payment is paid as, and represents the payment of interest, and Exhibit "A" attached to the related Supplement sets forth the interest component of each rent payment during the term. The Total Rent shall be payable in installments each in the amount of the basic rental payment set forth in the related Supplement plus any applicable sales and use tax thereon- Lessee shall pay rent in installments as shown in the Related Supplement 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 set-0$ defense, colorer claim or recoupment for any reason whatsoever. Lessee reasonably believes that funds can be obtained sufficient to make all rent payments during the term of the Lease and hereby covenants that it will do all things lawfully within its power to obtain, maintain and properly request and pursue funds from which the rent payments may be made. The chief executive officer of the unit shall request the required appropriation firm the governing board and exhaust all available administrative reviews and appeals in the event such portion of the budget is not approved- 5. NON-APPROPRIATION OF FUNDS. If Lessee periodically requests from its legislative body or funding authority funds to be paid to Lessor under this Lease and, notwithstanding the making in good faith of such request in accordance with appropriate procedures and with the exercise of reasonable care and diligence, such legislative body or funding authority does not approve funds to be paid to Lessor for the Equipment, lessee may, upon prior written notice to Lessor effective 60 days after the giving of such notice or upon the exhaustion of the funding authorized for the then current appropriation period, whichever is labs, return the Equipment to Lessor at Lessee's expense and thereupon be released of_ its obligation to make all rental payments to Lessor due thereafter, provided: (i) the Equipment is returned to Lessor freight prepaid and insured to any location in the continental United States designated by Lessor in the same condition as when first delivered to Lessee, reasonable wear and tear resulting soldy from authorized use thereof excepted, (ii) the foregoing notice states the failure of the legislative body or finding authority to appropriate the necessary funds as reason for cancellation, and (iii) the notice is accompanied by payment of all amounts then due to lessor under this Lease. in the event Lessee returns the Equipment pursuant to the terms of this Section 5, Lessor shall retain all sums paid hereunder by Lessee, including any security deposit paid hereunder. To the extent permitted by law, if the provisions of this Section 5 are utilized by Lessee, Lessee agrees not to purchase, lease or rent equipment performing functions similar to those performed through the use of the Equipment, or to obtain from any source the services or information which the Equipment was to perform or provide, for the balance of the appropriation period following Lessee's exercise of its termination right hereunder. This Section 5 will not be construed so as to permit Lessee to terminate this Lease in order to acquire any other equipment or to allocate fiords directly or indirectly to perform essentially the same application for which the equipment is intended. 6. REPRESENTATIONS AND WARRANTIES OF LESSEE. Lessee represents and warrants and, so long as this Lease is in effect or any part of Lessee's obligations to Lessor remain unfulfilled, shall continue to warrant at all times, that, (a) Lessee is a State, a Territory or a possession of the United States, the District of Columbia, or a political subdivision of any of the foregoing within the meaning of Section 103(x) of the. Internal Revenue. Code of 1986, as amended, and Treasury Regulations and Rulings related thereto. If Lessee is incorporated, it is duly organized and existing under the Constitution and laws of its jurisdiction of incorporation and will do or cause to be done all things necessary to preserve and keep such won and existence in full force and effect. (b) Lessee has been duly authorized by the Constitution and laws of the applicable jurisdiction and by a resolution of its governing body (which resolution, if requested by Lessor, is attached hereto) to execute and deliver this Lease and each Supplement and to carry out its obligations hereunder. (c) All requirements have been met, and procedures have occurred in order to insure the enforceability of this Lease, and lessee has complied with such public bidding require, if any, as may be applicable to the transactions contemplated by this Lease. (d) The Equipment will be used by Lessee only for the purpose of performing one or more governmental or proprietary fimctions 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. (e) Lessee has funds available to pay rent until the end of its current appropriation period, and it will request funds to make payments in each appropriation period, from now until the end of the term of this Lease. (f) This Lease constitutes a valid, legal and binding obligation of Lessee enforceable against Lessee in accordance with the respective terms hereof. (g) This Lease is not an arbitrage bond for purposes of Section 148 of the Internal Revenue Code of 1986, as amended, and Lessor and its assigns are entitled to treat the interest portion of the payments to be made hereunder as exempt from federal income taxes under Section 103 (a) of the Internal Revenue Code of 1986, as amended. (h) Lessee shall maintain records relating to the Lessor and its assigns sufficient to comply with the mgistration requirements of Section 149(a) of the Internal Revenue Code of 1986, as amended (i) Lessee does not reasonably anticipate that it will issue tax exempt obligations (not including "private activity bonds' as defined in Section 141 of the Internal Revenue Code of 1986, as amended) in an aggregate amount in excess of $10 million during the calendar year in which this Lease term commences, and this Lease is designated as a qualified tax exempt obligation for purposes of Section 265 (b) (3) of the Internal Revenue Code of 1986 relating to deductibility of interest by financial institution& 2 0) This Lease is not and shall not become a "private activity bond" within the meaning of Section 141 of the Internal Revenue Code of 1986, as amended. (k) Lessee shall comply with all provisions of the Internal Revenue Code of 1986 which are necessary to preserve the tax exempt status of the interest component of the payments made and to be made under this Lease, including, without limitation, the investment and rebate provisions of Section 148, the prohibition against federal guaranties under Section 149 (b) and the information reporting requirements of Section 149 (e). 7. WARRANTIES. Lessee agrees that it has selected each item of Equipment based upon its own judgment and disclaims any reliance upon any statements or representations made by Lessor. LESSOR MANS NO WARRANTY WITH RESPECT TO THE EQUIPMENT, EXPRESSED OR IMPLIED, AND LESSOR SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABH= AND OF FITNESS FOR A PARTICULAR PURPOSE AND ANY LIABILITY FOR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE EQUIPMENT. Lessee agrees to make rental and other payments required hereunder without regard to the condition of the Equipment and to look only to persons other than Lessor such as the manufacturer, vendor or carrier thereof should any item of Equipment for any reason be defective. So long as no Event of Default has occurred and is continuing, Lessor agrees, to the extent they are assignable, to assign to Lessee, without any recourse to Lessor, any warranty received by Lessor. 8. TITLE. Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will vest in the Lessee; provided, however, that (i) upon the occurrence of an Event of Default, as that term is defined in Section 20 hereof, or (ii) in the event that,dw purchase option, if any, has not been exercised prior to the expiration date thereof, title will immediately vest in Lessor or its assignee. For as long as title to the Equipment vests in Lessee , Lessee at its expense shall protect and defend the title and keep it free of all claims and liens other than the rights of Lessee hereunder and claims and liens created by or arising through Lessor. The Equipment shall remain personal property regardless of its attachment to realty, and Lessee agrees to take such action at its expense as may be necessary to prevent any third party from acquiring any interest in the Equipment as a result of its attachment to realty. 9. SECURITY AGREEMENT; FURTHER ASSURANCES. To secure the performance of all Lessee's obligations hereunder, Lessee hereby grants to Lessor a security interest constituting a first lien on the Equipment and on all additions, attachments, repairs, replacements and modifications thereto or therefor, including all after-acquired Equipment of Lessee, and on any proceeds therefrom. Lessee agrees to execute or deliver such additional documents, including, without limitation, financng mss, opinions of counsel, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate to establish and maintain its security interest in the Equipment or for the confirmation or perfection of this Lease and Lessor's rights hereunder. Lessor is hereby authorized to file financing statements signed only by Lessor in accordance with the Uniform Commercial Code or signed by Lessor as Lessee's attorney in fact. 10. LAWS AND TAXES. Lessee shall comply with all laws and regulations relating to the Equipment and its use and shall promptly pay when due all sales, use, property, excise and other taxes and all license and registration fees now or hereafter imposed by any governmental body or agency upon the Equipment or its use or the rentals hereunder excluding, however, any taxes on or measured by Lessor's net income. Upon request by Lessor, Lessee shall prepare and file all tax returns relating to taxes for which Lessee is responsible hereunder which Lessee is permitted to file under the laws of the applicable taxing jurisdiction. 11. INDEMNITY. Lessee hereby indemnifies and agrees to save Lessor harmless from any and all liability and expense arising out of the ordering, ownership, use, condition or operation of each item of Equipment during the term of this Lease, including liability for death or injury to persons, damage to property, strict liability under the laws or judicial decisions of any state or the United States, and legal expenses in defending any claim brought to enforce any such liability or expense, but excluding any liability for which Lessee is not responsible under Section 10. 12. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not sell, assign, sublet, pledge, or otherwise encumber or permit alien arising through Lessee to exist on or against any interest in this Lease or the Equipment or remove the Equipment from its location referred to above. Lessor may assign its interest in this Lease and sell or grant a security interest in all or any part of the equipment without Lessee's consent Lessee agrees not to assert against any assignee of Lessor any claim or defense Lessee may have against Lessor. 13. INSPECTION. Lessor may inspect the Equipment at any time and from time to time during regular business hours. 14. REPAIRS. Lessee will use the Equipment with due care and for the purpose for which it is intended. Lessee will maintain the Equipment in good repair, condition and working order and will furnish all parts and services required thereEaie, all at its expense. All such parts when furnished, shall immediately become the property of Lessor and part of the Equipment for all purposes hereof 15. LOSS OR DAMAGE. In the event any item of Equipment shall become lost, stolen, destroyed, damaged beyond repair or rendered permanently unfit for use for any reason, or in the event of condemnation or seizure of any item of Equipment, Lessee shall promptly pay Lessor (a) the amount of all rent and other amounts payable by Lessee hereunder with respect to such item due but unpaid at the date of such payment plus (b) the amount stated in the Supplement or an exhibit thereto as the Termination Balance included in Exhibit "A", plus (c) an amount equal to the applicable final purchase option price set forth in the Supplement or any exhibit thereto. Upon payment of such amount to Lessor, such item shall become the property of Lessee, Lessor will transfer to Lessee, without recourse or warranty, all of Lessor's right, title and interest therein, the rent with respect to such item shall terminate, and the basic rental payments on the remaining items shall be reduced accordingly. Lessee shall pay any sales and use taxes due on such transfer. Any insurance or condemnation proceeds received shall be credited to Lessee's obligation under this paragraph and Lessee shall be entitled to any surplus. 16. INSURANCE. Lessee shall obtain and maintain on or with respect to the Equipment at its own expense (a) liability insurance against liability for bodily injury and property damage with a minimum limit of $500,000 combined single limit and (b) physical damage insurance insuring against loss or damage to the Equipment in an amount not less than the full replacement vahie of the Equipment or the amount stated in the Supplement or an exhibit thereto as the Termination Balance. Lessee shall furnish Lessor with certificate of insurance evidencing the issuance of a policy or policies to Lessee in at least the minimum amounts required herein, naming Lessor as an additional insured thereunder for the liability coverage and as loss payee for the property damage coverage. Each such policy shall be in such form and with such insurers as may be satisfactory to Lessor, and shall contain a clause requiring the insurer to give to Lessor at least 10 days prior written notice of any alteration in the terms of such policy or the cancellation thereof; and a clause specifying that no action or misrepresentation by Lessee shall invalidate such policy. Lessor shall be under no duty to ascertain the existence of or to examine any such policy or to advise Lessee in the event any such policy shall not comply with the requirement thereof In the event that Lessee has been permitted to self-insure, Lessee will furnish Lessor with a letter or certificate to such effect. 17. RETURN OF THE EQUIPMENT. Upon the expiration or earlier termination of this Lease, unless all payments are made as described in the Supplement, the Lessee will immediately deliver the Equipment to Lessor in the same condition as when delivered to Lessee, ordinary wear and tear excepted, at such location within the continental United States as Lessor shall designate. Lessee shall pay all transportation and other expenses relating to such delivery. 18. ADDITIONAL ACI71ON. Lessee will promptly execute and deliver to Lessor such further documents and take such further action as Lessor may request in order to more effectively carry out the intent and purpose of this Lease, including the v= ntion and delivery of appropriate financing statements to fully protect Lessor's interest hereunder in accordance with the Uniform Commercial Code or other applicable law. Lessee will furnish, from time to time on request, a copy of Lessee's latest annual balance sheet and income statement. 19. LATE CHARGES. If any installment of basic rent is not paid when due or within 5 days thereafter, Lessor may impose a late charge of up to 5% of the amount of the installment but in any event not more than permitted by applicable law. Payments thereafter received shall be applied first to delinquent installments and then to current installments. 20. DEFAULT. Each of the following events shall constitute an "Event of Default" hereunder. (a) Lessee shall fail to pay when due any installment on basic rent; (b) Lessee shall fail to observe or perform any other agreement to be observed or performed by L wee hereunder and the continuance thereof for 10 calendar days following written notice thereof by Lessor to Lessee; (c) any warranty, representation or statement made or furnished to Lessor by or on behalf of Lessee proves to have been false or misleading in any material respect; or (d) Lessee shall voluntarily file, or have filed against it involuntarily, a petition far liquidation, reorganization, adjustment of debt, or similar relief under the federal or state Bankruptcy Code or any other present or f dui federal or state bankruptcy or insolvency law, or a trustee, receiver, or liquidator shall be appointed of it or all of a substantial part of its assets 21. REMEDIES. Lessor and Lessee agree that Lessor's damages suffered by reason of an Event of Default are uncertain and not capable of exact measurement at the time this Lease is executed because the value of the Equipment al the opration of this Lease is uncertain, and therefore they agree that for purposes of this Section 21 "Lessor's Loss" as of any date shall be the sum of the 4 following: (1) the amount of all rent and other amounts payable by Lessee hereunder due but unpaid as of such date, phis (2) the amount stated in the Supplement or an exhibit thereto as the Termination Balance, plus (3) an amount equal to the applicable purchase price set forth in the Supplement Upon the occurrence of an Event of Default and at any time thereafter, Lessor may exercise any one or more of the remedies listed below as Lessor in its sole discretion may lawfully elect; provided, however, that upon the occurrence of an Event of Default specified in Section 20 (d), an amount equal to Lessor's Loss as of the date of such occurrence shall automatically be and become immediately due and payable without notice or demand of any land. A. Lessor may, by written notice to Lessee, terminate this Lease and declare an amount equal to Lessor's Loss as of the date of such notice to be immediately due and payable, and the same shall thereupon be and become immediately due and payable without further notice or demand, and all rights of Lessee to use the Equipment shall terminate but Lessee shall be and remain liable as provided in this Section 21. Lessee shall at its expense promptly deliver the Equipment to Lessor at a location or locations within the continental United States designated by Lessor. Lessor. may also enter upon the premises where the Equipment is located and take immediate possession of and remove the same with or without instituting legal proceedings. B Lessor may proceed by appropriate court action to enforce performance by Lessee of the applicable covenants of this lease or to recover, for breach of this Lease, Lessor's Loss as of the date Lessor's Loss is declared due and payable hereunder, provided, however, that upon recovery of Lessor's Loss from Lessee in any such action without having to repossess and dispose of the Equipment, Lessor shall transfer the Equipment to Lessee at its then location upon payment of any additional amount doe under clause (C, D, E) below. C. In the event Lessor repossesses the Equipment, Lessor shall either retain the Equipment in full satisfaction of Lessee's obligation hereunder or sell or lease each item of Equipment in such a manner and upon such terms as Lessor may in its sole discretion determine. The proceeds of such sale or lease shall be applied to reimburse Lessor for Lessor's Loss and any additional amount due under clause (D, E) below. Lessee shall be entitled to any surplus and Lessee shall remain liable for any deficiency. For purposes of this subparagraph, the proceeds of any lease of all or any part of the Equipment by Lessor shall be the amount reasonably assigned by Lessor as the cost of such Equipment in determining the rent under such Lease. D. Lessor may recover interest on the unpaid balance of Lessor's Loss from date it becomes payable until fully paid at a rate of 80/6 per annum E. Lessor may exercise any other right or remedy available to it by law or by agreement, and may in any event recover legal fees and other expenses incurred by reason of an Event of Default or to the exercise of any remedy hereunder, including expenses of repossession, repair, storage, transportation, and disposition of the Equipment No remedy given in this section is intended to be exclusive, and each shall be cumulative but only to the extent necessary to permit Lessor to recover amounts for which Lessee is liable hereunder. No express or implied waiver by Lessor of any Even[ of Default shall constitute a waiver of any other Event of D *a tt. 22. NOTICES. Any written notice hereunder to Lessee shall be deemed to have been given when delivered personally or deposited in the United States mails, postage prepaid, addressed to Lessee at its address set forth above or at such other address as may be last known to Lessor. 23. NET LEASE AND UNCONDITIONAL OBLIGATION. This Lease is a completely net lease and Lessee's obligation to pay the rent and amounts payable by Lessee under Sections 15 and 21 is unconditional and not subject to any abatement, reduction„ setoff or defense of any kind except as expressly provided herein. 24. PREPAYMENT. This lease and any related Supplement may be prepaid in whole, but not in part,, and on a regular payment date with forty-five (45) days written notice to Lessor, upon payment of the amount set forth as Termination Value an the Exhibit A attached to said Supplement 25. NON-CANCELLABLE LEASE. This Lease cannot be canceled or terminated except as expressly provided herein. 26. SURVIVAL OF RNDEMNIMS. Lessee's obligations under Sections 10 and 11 shall survive termination of this Lease. 27. MISCELLANEOUS. Any provision of this Lease which is nneafvrceable in any jurisdiction shall, as to jurisdiction, be ineffective to the extent of such unenforceability without invalidating the "gig provisions of this lease, and any such unenforceabihty in any jurisdiction shall not render unenforceable such provision in any other jurisdiction. This Lease shall in all respects be governed by, and construed m accardancc with, the substantive laws of the state in which the Lessee is located. Dated: March 28, 2003 Lessee: Town of Avon, Colorado By: Lj:~4A au~ Its: Lessor: By. Wells F okerage Services, LLC - 70617 Its: investment Banker 6 INCUMBENCY CERTIFICATE do hereby certify that I am the duly elected or appointed an ing Secretary/Cle of Town of Avon, a political subdivision or agency duly organized and existing under the laws of the State of Colorado that I have custody of the records of such entity, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of such entity holding the offices set forth opposite their respective names. I further certify that (I) the signatures set opposite their respective names and titles are their true and authentic signatures and (II) such officers have the authority on behalf of such entity to enter into that certain Governmental Lease-Purchase Master Agreement dated March 28, 2003 and Supplement dated August 26, 2004 between such entity and Wells Fargo Brokerage Services, LLC (Lessor). NAME TITLE GNA a~~E (~rr ~1ds Mme. s2, IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such entity hereto this day of August, 2004. P" I ,Y/CLERK ~j'G;v~ppe~a ae~~YO ,~Ae A~RRP • J' JOHN W. DUNN INGA HAAGENSON CAUSEY CERTIFIED LEGAL ASSISTANT KAREN M.DUNN,CLAS WRITERS EMAIL: jwd@dunncausey.com LAW OFFICES DUNN & CAUSEY, L.L.C. A LIMITED LIABILITY COMPANY WHITE RIVER CENTER SUITE 201 90 BENCHMARK ROAD POST OFFICE BOX 7717 AVON, COLORADO 81620 August 26, 2004 Wells Fargo Brokerage Services, LLC Public Finance 1740 Broadway Denver, Colorado 80274 Ladies and Gentlemen: TELEPHONE: (970) 748-6400 FACSIMILE: (970) 748-8881 highcountrylaw.com As counsel for Town of Avon ("Lessee"), I have examined the Governmental Lease-Purchase Master Agreement between the Lessee and Wells Fargo Brokerage Services, LLC ("Lessor"), dated as of March 28, 2003 and Supplement dated August 26, 2004 ("Agreement") and such other documents, instruments and records as I have considered relevant. Based upon such examination, and such research and investigation as I deemed necessary, I am of the opinion that: 1) Lessee is a political subdivision of the State of Colorado and the interest component of the payments to be made under said Agreement is exempt from Federal income taxes under Section 103 of the Internal Revenue Code as amended, and that said Agreement and all terms and provisions thereof are authorized by the Constitution, laws and regulations of the State of Colorado, and governing the activities of Lessee, and Lessee has the power and authority to enter into this transaction contemplated by the Agreement and to carry out its obligation thereunder. 2) The Agreement has been duly authorized, executed and delivered by the Lessee in accordance wit all laws, rules, regulations and ordinances, and in conformity with all legal procedures governing the transaction contemplated by said Agreement, and said Agreement constitutes a valid and binding agreement enforceable in accordance with its terms and represents a valid, deferred payment obligation for the amounts and in the manner those amounts are to be paid as set forth therein. 3) No approval, consent or withholding of objection is required from any governmental body or authority or any other person, firm or corporation with respect to the entering into or performance by Lessee of the terms of the Agreement and the transaction contemplated thereby, or if any such approval is required, it has been obtained. 4) The entering into and performance of the Agreement will not violate any judgment, order, law or regulation applicable to Lessee, or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon any assets of the Lessee, or on the Equipment pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to which the Lessee is a party, or by which it or its assets may be bound. 5) There are no actions, suits or proceedings pending or to the knowledge of the Lessee or the undersigned, threatened against or affecting Lessee in any court or before any governmental commission, board or authority which, if adversely determined, will have a materially adverse effect on the ability of Lessee to perform its obligation under the Agreement. 6) The Lessee has been allotted funds and sufficient funds have been appropriated lawfully and in accordance with all procedures applicable thereto for the payment of lease payments during the first fiscal period of said Lease. Yours very truly, DUNN & CAUSEY, LLC ~ r Cam.. John W. Dunn Counsel for Lessee JWD:ipse ACORO CERTIFICATE OF LIABILITY INSURANCE DATE /YY) . 08/23/04 3/04 PRODUCER LIC #N/A 1-303-757-5475 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION CIRSA ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 3665 Cherry Creek North Drive ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Denver, CO 80209 INSURERS AFFORDING COVERAGE INSURED n of Avon To INSURER A: Great Lakes UK PLC w INSURER B: CIRSA 400 Benchmark Road, Box 975 INSURERC:RSUI Indemnity Company CO 81620 Avon INSURER D: , INSURER E: CnVFRGGFS THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN JJEL SR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE 0- DATE fMM1DDrYYI POLICY EXPIRATION LIMITS A GENERAL LIABILITY 01-UK-AP-0000001-00 - 01/01/04 01/01/05 EACH OCCURRENCE $ 5,000,000 X COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (Any one fire) $ 5 1000 r 000 X CLAIMS MADE EJOCCUR MED EXP (Any one person) $ X $10m ESO Aggregate PERSONAL & ADV INJURY $5,000,000 GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OP AGG $ 5 , 000, 000 POLICY JECT F7 PRO- LOC A AUT OMOBILE LIABILITY 01-UK-AP-0000001-00 01/01/04 01/01/05 COMBINED SINGLE LIMIT $ 1,500,000 X ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ HIRED AUTOS BODILY INJURY NON-OWNED AUTOS (Per accident) $ PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS LIABILITY EACH OCCURRENCE $ OCCUR FICLAIMS MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND WC STATU- OTH- EMPLOYERS' LIABILITY E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE - POLICY LIMIT $ OTHER B Property PR 01-2004 01/01/04 01/01/05 $ 1,000,000 C Excess Property NHD333006 01/01/04 01/01/05 $ 500,000,000 $ DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Certificate Holder is Additional Insured and Loss Payee. As respects to 2004 Chevy Truck, John Deere Mower & Five Toughbook Computers. UtH I II-II.A I t FIULUtH ADDITIONAL INSURED; INSURER LETTER: „ UANL t:LLA I IUN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Wells Fargo Brokerage Services, LLC DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL Public Finance Division 1740 Broadway, MAC C7300-011 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. Denver, CO 80274 AUTHORIZED REPRESENTATIVE USA Qrs. i~l/~ AL;UHU 15-b (7/5y) SsnoemaKer O ACORD CORPORATION 1988 2043669 Powered ByCertificatesNowr'" DELIVERY AND ACCEPTANCE CERTIFICATE TO: WELLS FARGO BROKERAGE SERVICES, LLC RE: GOVERNMENTAL LEASE-PURCHASE MASTER AGREEMENT DATED MARCH 28, 2003 AND SUPPLEMENT DATED AUGUST 26, 2004 FOR: 2004 CHEVROLET PICKUP TRUCK, JOHN DEER MOWER & COMPUTERS (5) We hereby accept the property described in the above LEASE (the "Property") and agree that it is now subject to the LEASE. The Acceptance Date below is' also the Rent Commencement Date in the related Supplement to the Governmental Lease-Purchase Master Agreement. Lessee: Town of Avon, Colorado BY: Auizust 26, 2004 (Acceptance Date) (Title) UCC FINANCING STATEMENT Follow Instructions (front and back) Carefully A. NAME & PHONE OF CONTACT (optional) B. SEND ACKNOWLEDGEMENT TO: (Name and Address) [ Wells Fargo Brokerage Services, LLC ] Attn: Cindy Slawson 1740 Broadway - MAC C7300-011 Denver, Colorado 80274 I I ABOVE SPACE FOR FILING OFFICE USE ONLY 1. DEBTOR'S EXACT FULL LEGAL NAME: Insert only one debtor name Qa or IM - do not nhhmvinte nr cnmhinp names Ia. ORGANIZATION'S NAME Town of Avon OR lb. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX Ic. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY P. O. Box 975 Avon CO 81620 USA Id. TAX ID SSN OR EIN ADD'L INFO RE le. TYPE OF If. JURIDDICTION OF ORGANIZATION Ig. ORGANIZATIONAL ID if any (OPTIONAL: NOT REQUIRED) ORGANIZATION ORGANIZATION DEBTOR ® NONE 84-0771088 L. A ui t rv,~Ai- LnD I UX J ru Li- , - Ar. NAwin - Insert only one debtor name (2a or 20) - do not abbreviate or combine names La. VX(rANIZAIIUN'NNAMh. OR 2b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 2c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 2d. TAX ID SSN OR EIN ADD'L INFO RE 2e. TYPE OF 2f JURIDDICTION OF ORGANIZATION 2g. ORGANIZATIONAL ID If any (OPTIONAL: NOT REQUIRED) ORGANIZATION ORGANIZATION DEBTOR NONE -1 1 a Iv - tur i. AIVIn U1 1 U I Al- A33rvNnn or AZ JOIUNUX sir) - insert only one secured party name (3a or 3b) 3a. ORGANIZATION'S NAME OR Wells Fargo Brokerage Services, LLC 3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 3c. MAILING ADDRESS 1740 Broadway, MAC C7300-011 CITY Denver STATE CO POSTAL CODE 80274 COUNTRY USA . ~.,,.v u. - -11, 1.1- u1c ---r --Ujal. 2004 Chevrolet Pickup Truck, John Deer Mower & Five Computers (0900-008) 5. ALTERNATIVE DESIGNATION (if applicable): LESSEE/LESSOR CONSIGNEE/CONSIGNOR BAILOR SELLER/BUYER AG LIEN NON-UCC FILING 6. This FINANCING STATEMENT is to be filed (for record) in the REAL Z Check to REQUEST SEARCH REPORT(S) on Debtor(s) (Optional) ESTATE RECORDS All Debtors Debtor 1 Debtor 2 8. OPTIONAL FILER REFERENCE DATA NATIONAL UCC FINANCING STATEMENT (FORM UCCI){REV. 0711101 Form 8038-GC (Rev. May 1999) Department of the Treasury Internal Revenue Service Information Return for Small Tax-Exempt Governmental Bond Issues, Leases, and Installment Sales No- Under Internal Revenue Code section 149(e) Caution: Use Form 8038-G if the issue price of the issue is $100,000 or more OMB No. 15454720 Part I Reporting Authority check box if Amended Return 11110. ❑ 1 Issuer's name 2 Issuer's employer identification number Town of Avon 84- 0771088 3 Number and street (or P.O. box if mail is not delivered to street address) Room/suite P. O. Box 975 4 City, town, or post office, state and ZIP code 4 Report number Avon, Colorado 81620 GC - 6 Name and title of officer or legal representative whom the IRS may call for more information 7 Telephone number of officer or legal representative Scott Wright, Finance Director GC- 970/748-4000 Part II Description of Obligations (Check if reporting: a single issue ® or on a consolidated basis ❑ ) 8a Issue price of the obligation(s) (see instructions) 8a $77,192.21 b Issue date (single issue) or calendar year (consolidated) (see instructions) Of- 9 Amount of the reported obligation(s) on line 8a: a Used to refund prior issue(s) 9a b Representing a loan from the proceeds of another tax-exempt obligation (e.g., bond bank) 9b 101f the issuer has designated any issue under section 265(b)(3XB)(i)(III) (small issuer exception), check this box 00.0 11 If any obligation is in the form of a lease or installment sale, check this box 00.0 12 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check this box 101. ❑ Please penalties of perjury, I declare tha have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, Sign corre , and complete. Here 116 loo- Issuer's authorized represe ive Date 11111'. Type or print n and title Date 2_(~, /0) - ~ INVOICING PROCEDURES Re: Municipal Lease No. 0900-008 with Town of Avon, Colorado Please provide us with the name, address, and phone number of the appropriate personnel we can contact regarding invoicing and payments: (Name of Contact) ':S~' pqu'-~' (Address) o ~,OY1 A yo v Q1z fs1('10 (Phone) l~"I d~ 1 -a 7j (Fax) ~'1 9X-tc( -9 1 TOWN OF AVON, COLORADO RESOLUTION NO. 04-33 SERIES OF 2004 A RESOLUTION AUTHORIZING THE USE OF A PREVIOUSLY APPROVED GOVERNMENTAL LEASE-PURCHASE MASTER AGREEMENT'DATED MARCH 28, 2003 AND APPROVING A SUPPLEMENT THERETO AND RELATED DOCUMENTS AND CERTIFICATES WHEREAS, the Town of Avon has entered into a governmental lease-purchase master agreement dated March 28, 2003 for the purchase of certain municipal equipment; and WHEREAS, the Town, in it's 2004 budget has appropriated funds for the purchase of municipal equipment; and WHEREAS, the Town desires to use capital lease financing for the purchase of certain items of equipment. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO: Section 1. The Supplement attached to the previously approved Governmental Lease- Purchase Master Agreement (the "Agreement" or the "Master Lease") with Norwest Investment Services, Inc. dated March 28, 2003 is hereby approved substantially in the form presented to this Council and on file in the office of the Town Clerk. Section 2. The Finance Director of the Town of Avon is hereby authorized to execute this Supplement thereto on behalf of the Town, and to execute such other certificates and documents as may be necessary and appropriate to effectuate the transactions contemplated by the Agreement and said Supplement. The Agreement, the Supplement and the related documents may contain such necessary and appropriate variations, omissions and insertions as the Finance Director shall determine to be necessary; and the execution thereof by the Finance Director shall be conclusive evidence of such determination and its approval by the Council. Section 3. Lessee does not reasonably anticipate that it will issue tax-exempt obligations (not including "private activity bonds" as defined in Section 141 of the Internal Revenue Code of 1986, as amended) in an aggregate amount in excess of $10 million during the calendar year in which the Lease commences. The Lease is designated as a qualified tax-exempt obligation for the purposes of Section 265(b)(c) of the Internal Revenue Code of 1986, as amended, relating to deductibility of interest by financial institutions. ADOPTED this 24 h day of August, 2004. & Li ATTEST: ~3-1 ~Z-:) 1 /G I L-r Pa Mc Briny, To e TOWN OF AVON, COLO v Albee-A .mss, Mayor EA\- ~(o~J0.r2d Cmac~ nr1c-2cmt " Resolution No. 04-33 Master Gov Lease Purchase Ag Page 2 of 2 Town of Avon Memo To: Honorable Mayor and Town Council Tbru: Larry Brooks, Town Manager From; ScottWright, Finance Director Date: August 18, 2004 Re: Resolution 0433, Supplement to Lease Purchase Agreement Summary: This resolution adopts a Supplement to the 2003 Master Lease-Purchase Agreement with Wells Fargo Brokerage Services, LLC. Previous Council Action: Council previously approved through Ordinance the 2003 Master Lease-Purchase Agreement. Discussion: This supplement finances the purchase of a 2004 Chevrolet pickup truck for roads and streets, a John Deere mower for parks, and Toughbook computers for the Police department. These items and the lease financing were approved in the 2004 budget Financial Implications: The amount of the supplement is $77,191.21 to be amortized over a period of 3 years at an interest rate of 2.9%. Recommendation: Staff recommends that Council adopt the resolution discussed above as presented. Town Manager Comments: ' i Attachments: A - Resolution 04-33 B - 2003 Governmental Lease-Purchase Agreement and Supplement Page 1 I Y TOWN OF AVON, COLORADO RESOLUTION NO. 04-33 SERIES OF 2004 A RESOLUTION AUTHORIZING THE USE 'OF A PREVIOUSLY APPROVED GOVERNMENTAL LEASE-PURCHASE MASTER AGREEMENT DATED MARCH 28, 2003 AND APPROVING A SUPPLEMENT-THERETO AND RELATED DOCUMENTS AND CERTIFICATES WHEREAS; the Town of Avon has entered into a governmental lease-purchase master agreement dated March 28, 2003 for the purchase of certain municipal equipment; and WHEREAS, the Town, in it's 2004 budget has appropriated funds for the purchase of municipal equipment; and WHEREAS, the Town desires to use capital lease financing for the purchase of certain items of equipment. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO: Section 1. The Supplement attached to the previously approved Governmental Lease- Purchase Master Agreement (the "Agreement" or the "Master Lease") with Norwest,Investment Services, Inc. dated March 28, 2003 is hereby approved substantially in the form presented to this Council and on file in the office of the Town Clerk. Section 2. The Finance Director of the Town of Avon is hereby authorized- to execute this Supplement thereto on behalf of the Town, and to execute such other certificates and documents as may be necessary, and appropriate to effectuate the transactions contemplated by the Agreement and said Supplement. The Agreement, the Supplement and the related documents may contain such necessary and appropriate variations, omissions and insertions as the Finance Director shall determine to be necessary, and the execution thereof by the Finance Director shall be conclusive evidence of such determination and its approval by the Council. Section 3. Lessee does not reasonably anticipate that it will issue tax-exempt obligations (not including "private activity bonds" as defined in Section 141 of the Internal Revenue Code of 1986, as amended) in an aggregate amount in excess of $10 million during the calendar year in which the Lease commences. The Lease is designated as a qualified tax-exempt obligation for the purposes of Section 265(b)(c) of the Internal Revenue Code of 1986, as amended, relating to deductibility of interest by financial institutions. ADOPTED this 24 h day of August, 2004. ATTEST: Ic Pa Mc envy, To e TOWN OF AVON, COLO v A n.e..t n D eymeld's, Mayor o f l'`. i,(ova P-d (Mc~C, (Yjc, Resolution No. 04-33 Master Gov Lease Purchase Ag Page 2 of 2 .4 Wells Fargo Brokerage Services, LLC SUPPLEMENT TO MASTER LEASE Public Finance Division 1740 Broadway, MAC C7300-011 Denver, CO 80274 Name and address of Lessee: Town of Avon P. O. Box 975 Avon, Colorado 81620 Supplement # 0900-008 This is a Supplement to the Governmental Lease-Purchase Master Agreement dated March 28, 2003 between Lessor and Lessee (the "Master Lease") and Supplement dated August 26, 2004. Upon the execution and delivery by Lessor and Lessee of this Supplement, Lessor hereby agrees to lease to Lessee, and Lessee hereby agrees to lease from Lessor, the Property described below upon the terms and conditions of this Supplement and the Master Lease. Quanti Serial Number 1 1GCHK242X4E300822 2004 Chevrolet Pickup Truck 1 John Deer Mower 5 Toughbook 29 Computers Location of Property ( if different from Lessee's address) SCHEDU LE OF RENT PAYMENTS Basic Rental Number Of Advance Payments Payments Payments Rent commencement date: August 26, 2004 $27,237.34 3 -0- Term in months from rent commencement Interest Rate First Payment Final Purchase Due Option Price 36 months 2.90% u st 26, 2005 $1.00 PROPERTY DESCRIPTION Rental payment period (check one) ® Annual FINANCE AMOUNT: $77,192.21 [TOTAL RENT: $81,712.02 Additional Provisions: LESSOR:Wells Fargo Brokerage Services, LLC By Its Assistant Vice President Date August 26, 2004 Vehicles Town of Avon Exhibit A Costs Funded Payment Rate 3 Payments Level Payment Lease Factor Average Life $77,192.21 2.900% 1 per year $27,23734 35285 2.02 years Closing Fees 24.2 months $0.00 Commencement: A 26 2004 Closing Date: A 26, 2004 Total Payment Interest Principe After Payment After Payment Payment Due Pmt Due Payment Due Payment Due Principal Termination Date Balance Value $0.00 $0.00 $77,192.21 Aug 26, 2004 1 $27,23734 $2,238.57 $24,998.76 $52,193.45 $52,193A5 Aug 26, 2005 2 $27,23734 $1,513.61 $25,723.73 $26,469.72 $26,469.72 Aug 26, 2006 3 $27,23734 $767.62 $26,469.72 $0.00 $1.00 A 26, 2007 FINAL PURCHASE OPTION PRICE: $1.00 B Its: Dated as of Avon 7-04.xls 8/12/200411:59 AM by Wells Fargo Brokerage Services COPY o4oo-00~E- GOVERNMENTAL LEASE - PURCHASE MASTER AGREEMENT Name and Address of Lessee: Lessor: Town of Avon Wells Fargo Brokerage Services, LLC 400 Benchmark Road Public Finance Department Avon, Colorado 81620 1740 Broadway, MAC C7300-011 Denver, Colorado 80274 1. LEASE. lessor hereby agrees to lease to Lessee, and Lessee hereby agrees to lease from Lesser the personal property, described in a Supplement Supplements to this master Lease from time to time signed by Lessor and Lessee upon the terms and conditions set a forth in the related Supplement (such property together with all replacements, repairs and additions incorporated the em or awed thereto being referred to herein as "Equipment" The lease of the items described in a particular Supplement 0211 be considered a sqwate lease pursuant to the terms of the Master lease and the Supplement the same as if a single lease agreement containing such terms bad been egecuted covering such items. The exeautim by Lessee of each Supplement shall evidence a determination by the ~ Lessee that the Equipment covered thereby is essential to its proper, efficient and economic operation and deswfor the es 10D P-1- Win the Supplement for the acquisition of that Equipment under the terms hereof; that the Egmpmeat nwn' agreed to functions of Lessee, and that Lessor is neither the manufacturer nor a dealer or merchant of said Equipment, but has provide the funding for and on behalf of Lessee for the acquisition of said Equipment under the terms hereof at the spec request of Lessee. I DELIVERY AND ACCEPTANCE. Lessee will evidence its aloe of the Equipment by cwcuting and delivering to Lessor a Delivery and Acceptance Certificate (herein so called) in the form to be provided by Lessor. 3. TERM The term of this Lease with aspen to each item of Equipment shall begin on the date it is acoepted by Lessee and shall continue from the real commencement date shown in the related Suppkmew unless earlier terminated as provided herrem. The rent commencement date is the Acceptance Date as recorded on the Aeee Certificate. 4. RENT. Lessee shall pay as basic rent for the full term of this lease the amount shown in the related Supplement as Taal Rent, and a portion of each rent payment is paid as, and represents the payment of interest, and Exhibit "A" attached to the tallmrelawdents Supplement sets forth the interest component of each rent payment during the term. The Total Rent shall be payable m ins set forth in the related Supplement plus any applicable sales and use tax thereon. each in the amount of the basic rental payment lement. Except as sper~c~3' provided in Section 5 hereat the ,essee q shall pay neat in installments as shown in the Related Seipp sett de5ease, oa~anta taint or rental payments will be absolute and unconditional in all events and will not be subject to any recouupnrjd for any reason whatsoever. Lessee reasonably believes that funds can be obtained sufficient to make all rent payments during the term of the Lease and hereby covenants that it will do all things lawfully within its power to obtain, maintain and pzopcily request and pursue funds from which the rent payments may be made. The chief executive officer of the unit shall request the required appropriation from the Vverning board and exhaust all available administrative reviews and appeals in the event such portion of the budget is not approved 5. NON-APPROPRIATION OF FUNDS. If Lessee periodically requests from its legislative body or ft3ft authority fonds to be paid to Lessor under this Lease and, notwithstanding the malang m good futh of such request m accordar = with procedures and with the exercise of reasonable care and diligence, such legislative body or funding authority does rot approve funds to be paid to Lessor for the Equipment, I,essesr may, upon prior written notice, to Lessor effective 60 days ather the giving of such notice or upon the exhaustion of the finding authorized for the then - rr -nt appropriatim prod, wbichgm is ISW, ream the Equipment to Lessor at Lessee's expense and thereupon be released of its obligation to make all rental payments to I.csgor doe thexea8er, provided; (i) the Equipment is returned to Lessor freight prepaid and insured to any location in the eomtincow United States designated by Lessor in the same condition as when first delivered to Lessee, reasonable wear and tear milting solely from authorized use thereof excepted, (n) the foregoing notice states the failure of the legislative body or funding authority to appropriate the necessary funds as reason for cancellation, and (iii) the notice is acoo led by payment of all 'amexims they doe to tA=w under this T ease. In the event Lessee rehans the Equipment pmrmiant to the terms of this Section 5, Ixsso -'shall n~in all sums paid hereunder by Lessee, including any security deposit paid hereunder. To the extent permitted by law, if the Mvisions of this Se amt, 5 are utilized by Lessee, Lessee agrees not to purchase, lease or rent equipment performing functions similar to those pa tmed through the use of the Equipment, or to obtain from any source the services or information. which the Equipment was to 1. 6 or provide, for the balance of the appropriation period following Lessee's exercise of its termination right hereunder. This Section 5 will oat be construed so as to permit Lexsee to terminate this Iease in order to acquire any other equripmest onto allocate finds directly or ind u=tly to perform essentially the same application for which the egrripmmat is ;amended. 6. REPRESENTATIONS AND WARRANTIES OF LESSEE. Lessee represents and warrants and, so long as this Lease is in cffcd or any part of Lessee's obligations to Lessor remain unfulfilled, shall continue to warrant at all times, that (a) Lessee is a State, a Territory or a possession of the United States, the District-of Columbia, or a political subdivision of any of the foregoing within' the meaning of Section 103(a) of the. Internal Rem= Code of 1986, as amended, and Treasury Regulatiions and Rulings related them. XT essee is incorporated, it is duly organized and existing Hader the Comstinrtiam and laws of its jurisdiction of incorporation and will do or-ran'-se to be done all things necessary to preserve and keep suaeh omen and existence in full force and effect. (b) Lessee has been duly authorized by the Constitution and laws of the applicable jurisdiction and by a resohrtian of its governing body (which resolution, if requested by Lessor, is attached-hereto) to exeatme and deliver this Lease and each SWOo mcut and to carry out its obligations hereunder. (c) All mquirements have been met, and procedures have occurred in order to insure the enibr oly of this Lease, and I,essee.has complied with such public bidding require, if any, as may be applicable to the try oamtemplawd. by this Lease. proprietary (d) The Equipment will be used by I.es9oe only for the purpose of performing one or mane goverarnemai of fimeaiens of-Liessee consistent with the permissible scope of Lessee's authority and will not be used in a bade or bodneas of any person or entity other than Lessee. (e) Lessee has funds available to pay rent until the end of its current appropriation period, and it will request finds to make payments in each appropriation period, from now until the end of the term of this Lease. ( fl This Lease c nstitutes a valid, legal and binding obligation of Iessoe enforceable against Lessee in acoaadance, with the respective terms hereof- (g) This Lease is not an arbitrage bond for purposes of Section 148 of the Internal Revenue Code of 1986, as'amended,-and Lessor and its assigns are entitled to treat the interest portion of the payments to be made hereunder as exempt from federal income taxes under Section 103 (a) of, the Internal Revenue Code of 1986, as amended. (h) Lessee shall maintain records relating to the I.essor and its assigns suffidC-MI to comply with, the registration, requires of Se Won 149(a) of the Internal Revenue Code of 1986, as amended. (i) Lessee does not reasonably anticipate that it will issue tax exempt obligations (not including "private activity bends" as defined in Section 141 of the Internal Revenue Code of 1986, as amended) in an aggregate amount in ernes of 510, million during the calendar year in which this Lease term commences, and this Lease is designated as a qualified tax eace mpt obligation. Jur pmp of Section 265 (b) (3) of the Internal Revenue Code of 1986 relating to deductibility of interest by financial in do 2 U7 This Lease is not and shall not become a "private activity bond" within the meaning of Section 141 of the Internal Revenue Code of 1986, as amended. (k) Lessee shall comply with all provisions of the Internal Revenue Code of 1986 which are necessary to preserve the tax exempt status of the interest component of the payments made and to be made under this Lease, including, without, limitation the investment and rebate provisions of Section 148, the prohibition against federal guaranties Hader Section 149 (b) and the information reporting requirements of Section 149 (e). 7. WARRANTIES. Lessee agrees that it has selected each item of Equipment based upon its own. judgment and disclaims any reliance upon any statements or representations made by Lessor. LESSOR MAKES NO WARRANTY WITH RESPECT TO THE EQUIPMENT, EXPRESSED OR IMPLIED, AND LESSOR SPECIFICALLY DLSCLAM ANY WARRANTY OF ME RC RANTABILITY AND OF FTTNESS FOR A PARTICULAR PURPOSE AND ANY LIABILITY FOR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR THE INABILITY TO USE TBE EQUIPMENT. Lessee agrees to make rental and other payments required hereunder without regard to the condition of the Equipment and to look only to persons other than Lessor such as the mamrfact vendor or carrier thereof should any item of Equipment for any reason be detective. So long as no Event of Default has occurred and is continuing, Lessor agrees, to the extent they are assignable, to assign to Lessee, without any recourse to Lessor, any warranty received by Lessor. 8. TITLE. Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will vest in the Lessee; provided, however, that (i) upon the occurrence of an Event of Default, as that term is defined in Section 20 hereoc~ir m Lessor or to AM option, if any, has not been exercised prior to the expiration date thereaC title will immediately assignee. purchase For as long as title to the Equipment vests in Lessee , Lessee at its expense shall protect and defend the title and beep it five of all claims and liens other than the rights of Lessee hereunder and claims and liens created by or arising through Lessor. Ile Equipment shall remain personal property regardless of its attachment to realty, and Lessee agrees to take such action at its ex; d as may be necessary to prevent any third party from acquiring any interest in the Equipment as a result of its attachment to realty. 9. SECURITY AGREEMENT; FURM-1E R ASSURANCES. To secure the performance of all Lessee's obligations hemunder, I hereby grants to Lessor a security interest constituting a first lien on the Equipment and on all additions, attachments ,repairs, mplaeemeats and modifications thereto or therefor, including all after-acquired Equipment of I mac, and on any proceeds therefrom. Lessee agrees to execute or deliver such additional documents, including, without limitations, finand8 its, opinions of counsel, notices and similar instruments, in form satisfactory to Lessor, which Lessor dews necessary or q*wpdM to establish and maintain its security interest in the Equipment or for the confirmation or perfection of this I.ea9e and Lessor's rights hereunder. Lessor is hereby authorized to file financing statements signed only by Lessor in accordance with the Uniform Commercial Code or signed by Lessor as Lessee's attorney in faa 10. LAWS AND TAXES. Lessee shall comply with all laws and regulations relating to the Equipment and its use and shall promptly pay when due all sales, use, property, excise and other taxes and all license and registration fees now or hereafta imposed by any governmental body or agency upon the Equipment or its use or the rentals hereunder excluding, however, any taus on or measured by Lessor's net income. Upon request by lessee Lessee shall prepare and file all tax remtns relating to taxes for which Lessee is responsible hereunder which Lessee is permitted to file under the laws of the applicable taxingimnsdiction. 11. INDEMNITY. Lessee hereby indemnifies and agrees to save Lessor harmless from any and all liability and expense arising out of the ordering, ownership, use, condition or operation of each item of Equipment during the term of this Lease, including liability for death or injury to persons, damage to property, strict liability under the laws or judicial decision of any state or the United States, and legal expenses in defending any claim brought to enforce any such liability or expense, but excluding any habilIty for which Lessee is not responsible under Section 10. 12. ASSIGNMENT. without Lessor's prior written consent, Lessee will not sell, assi=gn, sublet, Pledge, or otherwise cocumber or permit a lien arising through Lessee to exist on or against any interest in this Lease or the Equipment or remove the Equipment fiom its location re:f rred to above. Lessor may assign its interest in this Lease and sell or grant a security interest in all or any part of the equipment without Lessee's consent. Lessee agrees not to assert against any assignee of Lessor any claim or defense I.e:ssoe may have against Lessor. 13. INSPECTION. Lessor may inspect the Equipment 31 any time and from time to time during regular budnm hours. 14. REPAIRS. Lessee will use the Equipment with due care and for the purpose for which it is intended, Lessee will maintain the Equipment in good repair, condition and working order and will furnish all parts and services required therefore, all at its e ; 1 , All such parts when f wished- shall immediately become the property of Lessor and part of the E pmament for all purposes heteaf 15. LOSS OR DAMAGE. In the event any item of Equipment shall become last, stolen, destroyed, damaged beyond repair or rendered permanently unfit for use for any reason, or in the event of condemnation or seizure of any item of Equipment, Lessee shall promptly pay Lessor (a) the amount of all rent and other amounts payable by Lessee hereunder with respect 'to surch item due but unpaid at the date of such payment plus (b) the amount stated in the Supplement or an exhibit thereto as the Termination Balance included in Exh w, _ plus (c) an amount equal to the applicable final purchase option price set forth in the Supplement or any Exhibit A exhibit thereto-Upon payment of such amount to Lessor, ,such item shall become the property of Lessee, Lessor will tran.6er to Lessee, without 'recourse or warranty, all of Lessor's right, title and interest therein, the rent with respect , to such item shall terminate, and the basic rental payments on the remaining items shall be reduced accordingly. Lessee shall pay. any sales and use taxes due on such transfer. Any insurance or condemnation proceeds received shall be credited to Lessee's; obligation trader this paragraph and Lessee shall be entitled to any surplus: 16. INSURANCE. Lessee shall obtain and maimain on or with respect to the Equipment at its own expense (a) liability ins against liability for bodily injury and property damage with a minimum limit of $500,000 combined single limit and (b) physical damage insurance insuring against loss or damage to the Equipment in an amount not less than the full replacement valve of the Equipment or the amount stated in the Supplement or an exhibit thereto as the Termination Balance . Lessee shall f nmish Lessor with certificate of insurance evidencing the issuance of a policy or policies to Lessee in at least the minimum • amoacts required herein, naming Lessor as an additional insured thereunder for the liability coverage and as loss payee for the property dame cevecage, Each such policy shall be in such form and with such insurers as may be sambdory to Lessor, and shall oomain a cleave requiring the insurer to give to Lessor at least 10 days prior written.notice of any alteration in .the terms of such policT or he . cancellation thetecC and a clause sperafying that no action or n isreprese>rtation by Lessee shall invalidate such policy sh be under no duly to ascertain the existence of or to examine any such policy or to advise Lessee in the event any such poh&T shall not comply with the requirement thereof In the event that Lessee has been permitted to self-insaru, Lessee will fumsh Lessor with a leafs or certificate to such efed. 17. RETURN OF THE EQUIPMENT. Upon the expiration or earlier termination of this Lease, unless all payments are made as desatbed in the Supplement, the Lessee will immediately deliver the Equipment to Lessor in the same condition as when delivered to Lessee, ordinary wear and tear excepted, at such location within the continental United States as Lessor shall designate. Lessee shall pay all transportation and other expenses relating to such delivery. 18. ADDITIONAL ACTION. Lessee will promptly execute and deliver to Lessor such further doh and take such fhrther action as Lessor may request in order to more effedivcly carry out the intent and purpose of this I:ease . including the a on and appropriate financing statements to filly protect Lessor's interest hereunder in accordance with the Undotm Cantatas! dedivery of Code or other applicable law. Lessee will furnish, from time to time on request, a copy of Lessee's lamest anmral balance sheet 'and income statement. 19. LATE CHARGES. If any installment of basic rent is not paid when date or within 5 days thy, Lessor may impose a late charge of up to 5% of the amount of the installment but in any event not more than permitted by applicable law. Payments ftreaRer nerved shall be applied first to delinque'nt installments and then to current installments. 20. DEFAULT. Each of the following events shall constitute an "Event of Default" hereunder- (a) Lessee shall fail to pay when due any, installment on basic rent; (b) I:es.9ee shall fail to observe or perform any other agreement to be observed or perioumcd by I~ssae hereunder and the continuance thereof for 10 calendar days following written notice thereof by Lessor to Lessee; (c) arty warranty, representation or statement made or furnished to Lessor by or on behalf of Lessee proves to have been false or misleading in any dial respect; or (d) Lessee shall vohmtarily Me, or have filed against it mvobmta a petition for liquidation, reotpmzaoo M adjustment of.debt,- or similar relief under the federal or state Bankruptcy Code or any other present or- 6 'n fiedeml or state law, or a trustee, receiver, or liquidator shall be appointed of it or all of a part of its'assets. bankruptcy or insolvency 21. REMEDIES. Lessor and Lessee agree that Lessor's damages sm ered by reason of an Event of Default we uncertain and not at the expiration of this Lease is capable of exact measurement at the time this Lease is executed because the value of the Equipment uncertain, and therefore they' agree that for purposes of this Section 21 "Lesson's Lass" as of any date shall be the "sum of the 4 following: (1) the amount of all rent and other amounts payable by Lessee hereunder due but unpaid as of such date, plus (2) the amount stated in the supplement or an exhibit thereto as the Termination Balance, Phis (3) an amount equal to the applicable purchase price set forth in the Supplement Upon the occurrence of an Event of Def mh and at any time thereafter, Lessor may exercise any one or more of the remedies listed below as Lessor in its sole discretion may lawfully elect; provided, however, that upon the oocarreooe of an Event of Default specified in Section 20 (d), an amount equal to L.essoes Loss as of the date of such occurrence shall antomadcally be and become immediately due and payable without notice or demand of any land. A. Lessor may, by written notice to Lessee, terminate this Lease and declare an amount equal to Lessor's Loss as of the date of such notice to be immediately due and payable, and the same shall thereupon be and become immediately due and payable without futtber notice or demand, and all rights of Lessee to use the Equipment shall terminate but Lessee shall be and remain livable as provided in this Section 21. Lessee shall at its expense promptly deliver the Equipment to Lessor at a location or locations within the cored United States designated by Lessor. Lessor, may also eater upon the premises where the Equipment is located and take immediate possession of and remove the same with or without instituting legal pmceedzagL B. Less" may proceed by appropriate court action to enforce performance by Lessee of the applicable covens= of this L,eage or to recover, for breach of this Lease, Lessor's Loss as of the date Lessor's Loss is declared due and payable hereunder, pnnvided, however, that upon recovery of Lessor's Loss from Lessee in any such action without having to repossess attd dispose of the Equipment, Lessor shall transfer the Equipment to Lessee at its then location upon payment of any addiironai amorapt doe under clanse (C, D, E) below. C. In the event Lessor repossesses the Equipment, law" shall either retain the Equipment in full won of Lessee's obligation hereunder or sell or lease each item of Equipment in such a mariner and upon such terms as Lessor may in its sole di=ction determine. The proceeds of such sale or lease shall be applied to reimburse Lessor for Lassoes Loss and any sddtwnW am= doe under clause (D, E) below. Lessee shall y ease o f tlor any part of the Equipment by IA=w shall be the amount reasonably assigned by this subparagraph, the proceeds any Lessor as the cost of such Equipment in determining the runt under such L.ease. D. Lessor may recover interest on the unpaid balance of Lessons Loss from date it becomes payable until filly paid at a rate of 8% per aamim. E. Lessor may exercise any other right or remedy available to it by law or by ate, and may in any event recover legal fees and other expenses incurred by reason of an Event of Default or to the exercise of any remedy hereunder, mdndm opmM of repossessiM repair, stoiage, tzansportation, and disposition of the Equipment. No remedy given in this section is intended to be exclusive, and each shall be cumulative but Only to the extent necessary to permit Lessor to recover amounts for which Lessee is liable hereunder. No express or implied waiver by Lessor of any Event of Ddaott shall constifa to a waiver of any other Event of Default. 22. NOTICES. Any written notice hereunder to Lessee shall be deemed to have been given when delivered personally or dW)Bftd m the United States mails, postage prepaid, addressed to Lessee at its address set forth above or at such other addnm as may be host known to Lessor. 23. NET LEASE AND UNCONDMONAL OBLIGATION. This Lease is a completely net lease and Lessee's obligation to pay the rent and amounts payable by Lessee under sections 15 and 21 is unconditional and not subject to any abatement, reduction, setofF or defense of any land except as expru * provided herein. 24. PREPAYMENT. This lease and any related Supplement may be prepaid in whole, but rat in pout, and on a regular payment date with f V-fiva (45) days written notice to Lessor, upon payment of the amount set forth as Termination Vahte on the Exhibit' A attached to said Supplement. 25. NON-CANS r_aRr E LEASE. This Lease cannot be canceled or terminated except as vVesdy provided hmm 5 26. SURVIVAL OF INDJDN~I Lessee's obligations under Sections 10 and 11 shall survive termination of this Lease I~IISGQ LANEOUS. Any Peron of this Lease which is unenftceable in au9 J sM% as to jean, be 27. ineffective to the extent of such without invalidating the remaining pwvjd of this lease, and any such tmer-O tmlW in ay jurisdiction shall not' render m enft ceable sock provision in any otber jmdsdiar This Lease shall in all mpe= be gavecned by, and ooh in aocor im= with, the subsm&e laws of the stoma in which fire Lessee is located Dated: March 28, 2003 Lessee: Town of Avon, Colorado By, Its: Lessor. Wells F o Brokerage Services, LLC C B . • Y Its: Investment Banker 6 INCUMBENCY CERTIFICATE do hereby certify that I am the duly elected or appointed an ng Secretary/C a of Town of Avon, a political subdivision or agency duly organized and existing under the laws of the State of Colorado that I have custody of the records of such entity, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of such entity holding the offices set forth opposite their respective names. I further certify that (1) the signatures set opposite their respective names and titles are their true and authentic signatures and (II) such officers have the authority on behalf of such entity to enter into that certain Governmental Lease-Purchase Master Agreement dated March 28, 2003 and Supplement dated August 26, 2004 between such entity and Wells Fargo Brokerage Services, LLC (Lessor). NAME TITLE GNA M~ s2. IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such entity hereto this day of August, 2004. P" I /CLERK i U ; r . s. E,c '•e S ~ ` JOHN W. DUNN INGA HAAGENSON CAUSEY CERTIFIED LEGAL ASSISTANT KAREN M. DUNN, CLAS WRITERS EMAIL: jwd@dumcausey.com LAW OFFICES DUNN & CAUSEY, L.L.C. A LIMITED LIABILITY COMPANY WHITE RIVER CENTER SUITE 201 90 BENCHMARK ROAD POST OFFICE BOX 7717 AVON, COLORADO 81620 August 26, 2004 Wells Fargo Brokerage Services, LLC Public Finance 1740 Broadway Denver, Colorado 80274 Ladies and Gentlemen: TELEPHONE: (970) 748-6400 FACSIMILE: (970) 748-8881 highcountrylaw.com As counsel for Town of Avon ("Lessee'), I have examined the Governmental Lease-Purchase Master Agreement between the Lessee and Wells Fargo Brokerage Services, LLC ("Lessor'), dated as of March 28, 2003 and Supplement dated August 26, 2004 ("Agreement") and such other documents, instruments and records as I have considered relevant. Based upon such examination, and such research and investigation as I deemed necessary, I am of the opinion that: 1) Lessee is a political subdivision of the State of Colorado and the interest component of the payments to be made under said Agreement is exempt from Federal income taxes under Section 103 of the Internal Revenue Code as amended, and that said Agreement and all terms and provisions thereof are authorized by the Constitution, laws and regulations of the State of Colorado, and governing the activities of Lessee, and Lessee has the power and authority to enter into this transaction contemplated by the Agreement and to carry out its obligation thereunder. 2) The Agreement has been duly authorized, executed and delivered by the Lessee in accordance wit all laws, rules, regulations and ordinances, and in conformity with all legal procedures governing the transaction contemplated by said Agreement, and said Agreement constitutes a valid and binding agreement enforceable in accordance with its terms and represents a valid, deferred payment obligation for the amounts and in the manner those amounts are to be paid as set forth therein. 3) No approval, consent or withholding of objection is required from any governmental body or authority or any other person, firm or corporation with respect to the entering into or performance by Lessee of the terms of the Agreement and the transaction contemplated thereby, or if any such approval is required, it has been obtained. 1 4) The entering into and performance of the Agreement will not violate any judgment, order, law or regulation applicable to Lessee, or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon any assets of the Lessee, or on the Equipment pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to which the Lessee is a party, or by which it or its assets may be bound. 5) There are no actions, suits or proceedings pending or to the knowledge of the Lessee or the undersigned, threatened against or affecting Lessee in any court or before any governmental commission, board or authority which, if adversely determined, will have a materially adverse effect on the ability of Lessee to perform its obligation under the Agreement. 6) The Lessee has been allotted funds and sufficient funds have been appropriated lawfully and in accordance with all procedures applicable thereto for the payment of lease payments during the first fiscal period of said Lease. Yours very truly, DUNN & CAUSEY, LLC Jo W. Dunn Coel for Lessee JWD:ipse r ACORD„ CERTIFICATE OF LIABILITY INSURANCE 8DATE (MMI /23/0 o/23/oa PRODUCER LIC #N/A ' 1-303-757-5475 CIREA 3665 Cherry Creek North Drive THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE ALTER THE COVERAGE AFFORDED BYO THE POLAMENDICIEXTS END BELOW. Denver, Co 80209 INSURERS AFFORDING COVERAGE INSURED INSURER A Great Lakes UK PLC Town of Avon INSURER B: CIRSA 400 Benchmark Road, Box 975 INSURERC:RSUI Indemnity Company CO 81620 A INSURER D: von, INSURER E: rnveoer_ec THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE _ POLICYNUMBER POLICY EFFECTIVE POLICY EXPIRATION DATEIMMIDDAnn LIMITS, A GENERAL UA131U Y _ 01-UR-AP-0000001-00 01/01/04 01/01/05 EACH OCCURRENCE $5,000,000 8 COMMERCIAL GENERAL LIABILITY FIRE DAMAGE are fire S 5 , 000, 000 B CLAIMS MADE F70CCUR MED EXP OM one poison) $ E $10m E&O.Aggregate PERSONAL BADVINJURY $5,000,000 I I- GENERAL AGGREGATE S GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG s5,000,000 POLICY PRO LOC A AUT B OMOBILE LIABILITY ANY AUTO Ol-UR-AP-0000001-00 01/01/04 01/010 COMBINED SINGLE LIMIT (Ea acddem) $1,500,000 ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per Person) $ HIRED ALTOS BODILY INJURY NON-OWNED AUTOS (Per acdderd) $ PROPERTY DAMAGE (Per acddeM $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY, • AGG S EXCESS LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ S DEDUCTIBLE $ RETENTION $ $ WORKERS COMPt.NSATON AND WC STATU- OTH- EMPLOYERS' LIABILITY E.L. EACH ACCIDENT $ EL' DISEASE - FA EMPLOYE $ EL DISEASE - POLICY LIMIT S 8 C OTHER Property Excess Property PR 01-2004 NHD333006 01/01/04 01/01/04 01/01/05 01/01/05 $1,000,000 $500,000,000 $ DESCRIPTION OF OPERATIONSILOCATIONSNEHICL.ES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Certificate Holder is Additional Insured and Loss Payee. As respects to 2004 Chevy Truck, John Deere Mower & Five Toughbook Computers. CERTIFICATE HOLDER I 1 I ADDITIONAL INSURED: INSURER LETTER: ° L:ANL:CLLA1IVN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION wells Fargo Brokerage Services, LLC DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL Public Finance Division 1740 Broadway, MAC C7300-011 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER ITS AGENTS OR REPRESENTATIVES. Denver, CO 80274 AUTHORIZED REPRESENTATIVE QGe~ rwalC~ USA ACORD 25.S (7/971 s"shoemaker m ACORD CORPORATION 1988 2043669 Powered ByCertificatesNnwT" l DELIVERY AND ACCEPTANCE CERTIFICATE TO: WELLS FARGO BROKERAGE SERVICES, LLC RE: GOVERNMENTAL LEASE-PURCHASE MASTER AGREEMENT DATED MARCH 28, 2003 AND SUPPLEMENT DATED AUGUST 26, 2004 FOR: 2004 CHEVROLET PICKUP TRUCK, JOHN DEER MOWER & COMPUTERS (5) We hereby accept the property described in the above LEASE (the "Property") and agree that it is now subject to the LEASE. The Acceptance Date below is' also the Rent Commencement Date in the related Supplement to the Governmental Lease-Purchase Master Agreement. Lessee: Town of Avon, Colorado BY: August 26, 2004 (Acceptance Date) (Title) f UCC FINANCING STATEMENT Follow Instructions (front and back) Carefully A. NAME & PHONE OF CONTACT (optional) B. SEND ACKNOWLEDGEMENT TO: (Name and Address) [ Wells Fargo Brokerage Services,•LLC ] -Attn: Cindy Slawson 1740 Broadway - MAC C7300-011 Denver, Colorado 80274 4 ABOVE SPACE FOR FILING OFFICE USE ONLY 1. DEBTOR'S EXACT FULL LEGAL NAME: Insert only one debtor nay (la or 1 b) - do not abbreviate or combine names 1a. ORGANIZATION'S NAME Town of Avon OR lb. INDIVIDUAL'S LAST NAME FIST NAME MIDDLE NAME SUFFIX lc. MAILING ADDRESS CITY STATE POSTAL CODE . COUNTRY P. O. Box 975 Avon CO 81620 USA Id. TAX ID SSN OR EIN_ ADD'L 1NF0 RE le. TYPE OF 1 f. JURIDDICTION OF ORGANIZATION lg. ORGANIZATIONAL ID Many (OPTIONAL: NOT REQUIRED) ORGANIZATION ORGANIZATION ® 84-0771088 ' 2. ADDITIONAL DEBTOR'S FULL LEGAL NAME - Insert only 9M debtor name (2a or 21)) - do not abbreviate or combine names 2a. ORGANIZATION'S NAME OR 2b. INDIVIDUAL'S LAST NAME` FIRST NAME MIDDLE NAME SUFFIX 2c. MAILIN G ADDRESS CITY -STATE _ 'POSTAL CODE COUNTRY 2d. TAX ID SSN OR EIN ADD'L INFO RE 2e. TYPE OF 2f. JURIDDICTION OF ORGANIZATION 2g. ORGANIZATIONAL ID If any (OPTIONAL: NOT REQUIRED) ORGANIZATION ORGANIZATION DEBTOR NONE 3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) = insert only =secured party name (3a or 3b) 3a. ORGANIZATION'S NAME OR Wells Fargo Brokerage Services, LLC 3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 30. MAR24G ADDRESS CITY STATE POSTAL CODE COUNTRY 1740 Broadway, MAC C7300-011 Denver CO 80274 USA 4. This FINANCING STATEMENT coves the following collateral: 2004 Chevrolet Pickup Truck, John Deer Mower & Five Computers (0900-008) 5. ALTERNATIVE DESIGNATION (if applicable): LESSEE&ESSOR CONSIGNEEICONSIGNOR BAILOR Sm T iRWYER AG LIEN NON-UCC FILING 7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) (Optional) 6. This FINANCING STATEMENT is to be filed (for record)' in the REAL ESTATE RECORDS All Debtors Debtor 1 Debtor 2 8. OPTIONAL FILER RShkKhNt b VAIA NATIONAL UCC FINANCING STATEMENT (FORM UCCI) (REV. 07/1/01 1 , X8038-GC Information Return for Small Tax-Exempt Governmental Bond Issues, Leases, and Installment Sales 0118 No. IS454M (ftV' may IM) 11o. Under Internal Revenue Code section 149(e) DOPMMMOTMawy aegis I Caulion: Use Form I Part I Reporting Authority check box it Amended Return lo. 0 1 issuer's name 2 Issuer's employer Identification number Town of Avon 84 0771088 3 Number and street (or P.O. box If mail is not delivered to street address) Roomisull e P. O. Box 975 4 City, town, or post office, state and ZIP code 4 Report number Avon, Colorado 81620 GC- 6 Name and title of officer or legal representative whom the IRS may call for more information 7 Telephone number of officer or legal representative Scott Wright Finanoe Director GC- 970/748-4000 Part II Description of Obligations (Check if reporting: a single issue ® or on a consolidated basis ❑ Sa issue price of the obligation(s) (see instructions) 813 $77,192.21 b Issue date (single Issue) or calendar year (consolidated) (see instructions) Poo- 9 Amount of the reported obligation(s) on line 8a: . - a Used to refund prior issue(s) 9a b Representing a loan from the proceeds of another tax-exempt obligation (eg., bond bank)---- 91b 10 If the Issuer has designated any issue under section 265(bu3KBNi)(Ilq (small Issuer exception), check this box.........- 00.0 11 If any obligation Is in the form of a lease or Installment sale, cheat this box 12 If the issuer has elected to pay a penalty In lieu of arbitrage rebate, check this box 1110~ ❑ , Please dooom* penzIda of pmiM, I dedam have examined this Mum and accompanying schedules and statements, and to the hest of my imowledp and b", they are true, Sign mid "ere o Seo l~r :~1- IL l(Jt1',r Jim- Issuer's authorized rep Type or print nial and title Date 24,b~ INVOICING PROCEDURES Re: Municipal Lease No. 0900-008 with Town of Avon, Colorado Please provide us with the name, address, and phone number of the appropriate personnel we can contact regarding invoicing and payments: (Name of Contact) 19 'P°-pe'o1- (Address) 10 Y \ O-P 0'z' V-" A o" h Qz Po k c-'-Zo (Phone) l- I -a 6 3 (Fax) C ~'t CSC l ~c'j 9~4LI -9