TC Ord. No. 1999-06 Execution of a certain governmental lease -purchase master agreementORDINANCE NO. 99-06
AN ORDINANCE AUTHORIZING EXECUTION OF A CERTAIN
GOVERNMENTAL LEASE - PURCHASE MASTER AGREEMENT.
BE IT ORDAINED.BY THE TOWN COUNCIL OF THE TOWN OF AVON,
COLORADO:
Section 1. That certain Governmental Lease - Purchase Agreement between
the Town of Avon and Norwest Investment Services, Inc., together with each and every
related Supplement, a copy of which is attached hereto and incorporated herein, and the
terms of the Agreement and each Supplement, are hereby approved.
Section 2. The Mayor and the Town Clerk are authorized and directed to take
all action and to execute, the Agreement and all necessary documents related to the
Agreement and each Supplement.
INTRODUCED, APPROVED, PASSED ON FIRST READING AND
ORDERED POSTED the 23r4'day of March, and a public hearing on this ordinance shall
be held at the regular meeting of the Town Council the 131` day of April, 1999, at 5:30
p.m. in the Council Chambers, Avon Municipal Building, 400 Benchmark Road, Avon,
Colorado.
. INTRODUCED, FINALLY APPROVED, PASSED ON SECOND READING
AND ORDERED POSTED the 13 day of April '1999.
APPROVED AS TO FORM:
ao ��
BuA Levin, Town Attorney
lud�''oder, N$y
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 5:30 P.M. ON THE 13th DAY OF APRIL 1999,
AT THE TOWN MUNICIPAL BUILDING FOR THE PURPOSE_ OF CONSIDERING THE
ADOPTION OF ORDINANCE NO. 99-06 SERIES OF 1999:
An Ordinance Authorizing Execution of a Certain Governmental Lease -
Purchase 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 posted by order of the Town Council'of the Town of-Avon, Colorado
Dated this 25" day of March, 1999.
TOWN QFJAVON, COLORADO
mm
Kris`T ash
Town Clerk
POSTED AT THE FOLLOWING P_ UBLIC PLACES WITHIN THE OF AVON ON
MARCH 26,1999:
AVON MUNICIPAL BUILDING IN THE MAIN LOBBY
AVON BEAVER CREEK TRANSIT BUS STOP AT AVON CENTER
AVON RECREATION CENTER
CITY MARKET IN THE'MAIN LOBBY
GOVERNMENTAL LEASE - PURCHASE
Name and Address of Lessee:
Town of Avon
400 Benchmark Road
Avon, Colorado 81620
MASTER AGREEMENT
Lessor:
Norwest Investment Services, Inc.
Norwest Public Finance Department
1740 Broadway, 2nd Floor
Denver, Colorado 80274 -8733
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 such
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 enter 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 terms 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 -off, defense, counter 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 from 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 later, 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 solely from authorized use thereof
excepted, (ii) 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 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 funds 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(a) 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 organization 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 requirements, 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
functions of Lessee consistent with the permissible scope of Lessee's authority and will not be used in a trade or business of any person
or entity other than Lessee.
(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 registration 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 institutions.
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 MAKES NO WARRANTY WITH RESPECT TO THE
EQUIPMENT, EXPRESSED OR IMPLIED, AND LESSOR SPECIFICALLY DISCLAIMS ANY WARRANTY OF
MERCHANTABILITY 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 the 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, financing statements, 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.
3
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 fumish.all parts and'services required therefore, all at its expense. All
such parts when famished 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 interesftherein; 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 value of the
Equipment or the amount stated in the Supplement or an exhibit thereto as the Termination Balance. Lessee shall Punish 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 onto 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 ACTION. 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 execution 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 Lessee
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 for liquidation, reorganization,
adjustment of debt, or similar relief under the federal' or state Bankruptcy Code' or any other present or future 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 at the expiration 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 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, 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 kind.
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 is
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 due 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.
Tiifie 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 8% per
annnm
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 Event of Default shall
constitute 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 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 on 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 INDEMNITIES. Lessee's obligations under Sections 10 and 11 shall survive termination of this Lease.
27. MISCELLANEOUS. Any provision of this Lease which is unenforceable in any jurisdiction shall, as to jurisdiction; be ineffective
to the extent of such unenforceability without invalidating the remaining provisions of this lease, and any such unenforceability in any
jurisdiction shall not render unenforceable such provision in any other jurisdiction. This Lease shall in all respects be governed by, and
construed in accordance with, the substantive laws of the state in which the Lessee is located.
Dated: May 13, 1999
Lessee:, Town of Avon; Avon, Colorado
By:
Its: Mayor
Lessor: Norwest Investment Services, Inc.
By: _
Its: Vice President
6
Norwest Investment Services, Inc. SUPPLEMENT TO MASTER LEASE
Public Finance Division
1740 Broadway, 2nd Floor
Denver, CO 80274 -8733
Name and address of Lessee:
Town of Avon
400 Benchmark Road
Avon, Colorado 81620
Supplement # 0900 -002
This is a Supplement to the Governmental Lease - Purchase Master Agreement dated May 13, 1999 between Lessor and
Lessee' (the "Master Lease "). 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 condition's of this Supplement and the Master Lease.
PROPERTY T)ESC'R TPTTON '
Quantity
Serial Number
Motorola Equipment per Schedule 1
Location of Property (if different from Lessee's address)
SCHEDULE
OF RENT PAYMENTS
Basic Rental
Number Of
Advance
Payments
Payments
Payments
Rent commencement date
May 13, 1999
See Exhibit A
5
-0-
Term in months from rent commencement
Interest Rate
First Payment
Final Purchase
Due
Option Price.
60 months
4.950%
May 13; 2000
$1.00
Rental payment period (check one)
FINANCE AMOUNT: $294,320.00
❑ Monthly X Annually
❑ Quarterly ❑ Other - see additional provisions
❑ Semi - annually
OTAL RENT: $327,878.09
Additional Provisions:
3 payments of $97,759.91 beginning May 13, 2000 and two payments of $17,299.18
LESSOR:Norwest Investment Services, Inc.
Its Vice President
Date _ May 13. 1999
LESSEE: Town of Avon
Avon, Colorado
By
Its
Date May 13. 1999
Equipment Town of Avon, Colorado Exhibit A
Costs Funded Payment Rate
$294.320.00 4.950%
5 Payments
1 per year
4.950% Rate
Level Payment
517.299.18
Fctr.058777
Closing Fees
$0.001
After Payment
After Payment
Pmt
FINAL PURCHASE OPTION PRICE: $1.00
By:
Its• Mayor
Dated as of
C:\ WINDOWS \TEMP\ f avon.lxe.xls]Lease 04/12/199912:40 PM Norwest Investment Services, Inc.
Total Payment
Interest
Principal
After Payment
After Payment
Pmt
Due
Payment Due
Payment Due
Principal
Termination
Balance
Value
$294,320.00
1
$97,759.91
$14,568.84
$83,191.07
$211,128.93
$214,550.76
2
$97,759.91
$10,450.88
$87,309.03
$123,819.90
$125,372.88
3
$97,759.91
$6,129.09
$91,630.82
$32,189.08
$32,627.89
4
$17,299.18
$1,593.36
$15,705.82
$16,483.26
$16,633.83
5
$17,299.18
$815.92
$16,483.26
$1.00
FINAL PURCHASE OPTION PRICE: $1.00
By:
Its• Mayor
Dated as of
C:\ WINDOWS \TEMP\ f avon.lxe.xls]Lease 04/12/199912:40 PM Norwest Investment Services, Inc.
INCUMBENCY CERTIFICATE
I, Kris Nash , do hereby certify that I am the duly elected or
appointed and acting Secretary/Clerk of the 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 May 13, 1999 and
Supplement dated May 13, 1999 between such entity and Norwest Investment Services, Inc.
(Lessor).
NAME TITLE
Judy Yoder Mayor
Scott Wright
Finance Director
IN WITNESS WHEREOF, I have duly executed this
such entity hereto this 14 day of April _'1999.
SIGNATURE
— N �.
-- I
and affixed the seal of
ARY /CLERK
[FORM OF LEGAL OPINION]
May 13, `1999
Norwest Investment Services, Inc.
Norwest Public Finance
1740 Broadway
Denver, Colorado 80274
Ladies and Gentlemen:
As counsel for the Town of Avon, ( "Lessee "), I have examined the Governmental Lease -
Purchase Master Agreement between the Lessee and Norwest Investment Services, Inc. ( "Lessor "), dated
as of May 13, 1999 and Supplement dated May 13, 1999 ( "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 State or political subdivision" thereof, or Lessee's obligation under the
Agreement constitutes an obligation issued on behalf of a State or political subdivision thereof, and that
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) That the Agreement has been duly authorized, executed, and delivered. by the Lessee in
accordance with 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 this Agreement and the transaction contemplated thereby, or if
any such approval is required, it has been obtained.
4) That the entering into and performance of this 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.
7) Under existing regulations of the Internal Revenue Code, the indebtedness of Lessee is
not an arbitrage bond within the meaning of Section 148, of the Internal Revenue Code of 1986, as
amended.
8) The Lease is not a private activity bond within the meaning of Section 141 of the Internal
Revenue Code of 1986 and the Lease has been designated by the Lessee as a qualified tax exempt
obligation for purposes of Section 265 (b) (3) of the Internal Revenue Code 'of 1986.
Very truly yours,
Counsel for Lessee
i
1 Norwest Investment Services, Inc., C6Ytlf Cllt6 Of
Norwest Public Finance Division
t 1740 Broadway, 2nd Floor Ii1S1>iPQjZC6
i Denver, CO 80274 -8733
i
' Coverage is provided for the following Named Insured:
j; Name of Insured
Town of Avon
Street Address City State Zip
400 Benchmark Road Avon Colorado 81620
E DETAILED DESCRIPTION AND LOCATION OF PROPERTY COVERED
Motorola Equipment per Schedule 1
DESCRIPTION OF COMPREHENSIVE GENERAL LIABILITY INSURANCE
Insurance Company (not agency) I Policy number
Effective date I Expiration date
BODILY INJURY LIABILITY PROPERTY DAMAGE LIABILITY
Single Claim / Each occurrence Aggregate Each occurrence Aggregate
Norwest Investment Services, Inc., its successors and assigns, is endorsed as an Additional Insured on the Comprehensive Gene_ ral
Liability insurance described above: X Yes No
DESCRIPTION OF PHYSICAL DAMAGE INSURANCE
Insurance Company Policy number Effective date . I Expiration date
' The Physical Damage Insurance issued in the amount of $294,320.00 consists of
Fire and Extended Coverage including Vandalism, Malicious Mischief and Theft
All Risk Insurance with the following exceptions:
Norwest Investment Services, Inc., is successors and assigns, is endorsed as Loss Payee on the Physical Damage Insurance
described above: X Yes _ No
The Policy, as to the interest of Loss Payee, shall not be invalidated by any act of, omission or commission or neglect or
misconduct of the Named Insured at any time, not by any foreclosure or other, proceeding or notice, of sale relating to the insured
property, not by any change in the title or ownership thereof or the occupation of the premises for purposes more hazardous than are
permitted by the Policy, provided, that in case the Named Insured shall fail to pay any premium due under the Policy, Loss Payee may,
at its option, pay'such premium
The Policy may be canceled at any time by either Insurer or Named Insured according to its provisions, but in any such case
the Policy shall continue in full force and effect for the exclusive benefit of Loss Payee for ten days after written notice to Loss Payee ,
of such cancellation and shall then cease.
'Lease No. 0900 -002
Agency name
Street Address
of Agent
City
Agent telephone number
State I Zip
Date
DELIVERY AND ACCEPTANCE CERTIFICATE
TO' NORWEST INVESTMENT SERVICES, INC.
RE: GOVERNMENTAL LEASE - PURCHASE MASTER AGREEMENT DATED MAY 13, 1999
AND SUPPLEMENT DATED MAY 13, 1999
FOR: MOTOROLA EQUIPMENT PER SCHEDULE 1
While not all of the property described in the above LEASE (the "Property") has been delivered
to us, we hereby - request funding for, the LEASE so that partial payments can be made to the Property
vendor(s) and Property deliveries or installations completed. - We hereby accept the Property pursuant to
the LEASE, agree to have the LEASE commence, and acknowledge that all the terms of the LEASE are
in full force and effect. We understand that, Section 6(g) of the LEASE notwithstanding, if the funding
proceeds, $294,320.00, are not completely disbursed by November 13; 1999 the LEASE may become
subject to the investment and rebate (i.e., arbitrage) provisions of IRS Code Section 148 and we will
comply with all reporting and, if applicable, rebate requirements thereto.
LESSEE: Town of Avon; Avon, Colorado
May 13, _ 1999
(Acceptance Date)
Mayor
(Title)
Debtor:
Town of Avon
400 Benchmark Road
Avon, Colorado 81620
To follow under separate cover
SCHEDULE 1
Motorola Equipment
Lease No. 0900 -002
Page One of One
Secured Party:
Norwest Investment Services, Inc.
Norwest Public Finance Division
1740 Broadway, 2nd Street
Denver, Colorado 80274 -8733
SEND IN 2 COPIES ONLY DELETE CARBON
SEE INSTRUCTIONS ON BACK OF COPY 3
COLORADO UCC -1
Approved by Central Indexing System Board
Total Fee $16 ($15 Filing ± $1 Surcharge)
1ST DEBTOR
SSNIFED TAX ID
Name, Street, City, Stale, Zip:
Town of Avon
400 Benchmark Road
Avon, Colorado 81620
2ND DEBTOR
SSNIFED TAX ID
Name, Sheet City, State, Zip:
SEE COUNTY CODES AND PRODUCT CODES ON BACK OF COPY 4
Check One: X Business
❑ Personal
❑ Additional debtors) on attachment
Check One: ❑ Business
❑ Personal
1ST SECURED PARTY ❑ Additonal secured party on attachment
Name, Street, City, State, Zip:
Norwest Investment Services, Inc.
Public Finance Division
1740 Broadway
Denver, Colorado 80274 -8773
ASSIGNED PARTY ❑ Additional assigned party on attachment
Name, Street City, State. Zip:
RETURN COPY TO
Name, Sheet City Zip:
Cindy Slawson
Norwest Investment Services, Inc.
Public Finance Division
1740 Broadway
Denver, Colorado, 80274 -8733
REORDER FROM
Registre, Inc.
514 PIERCE 8T
PO BOX 218
ANOKA MN 51383
(812) Q1 -1713
COUNTY WHERE 1ST DEBTOR RESIDES
(Use 2 Digit Code From Instnlcton Page)
CHECK IF APPLICABLE
❑ This statement is to be filed in the real estate records ONLY.
❑ This statement is to be filed in UCC AND real estate records.
❑ The debtor is a transmitting utility.
EFS-FILING? - ❑ Yes ❑ No
(If non EFS filing, fill in collateral codes only)
(If EFS firing, enter County Code and effective dates)
(If EFS filing and all years covered, leave dates blank)
Collateral County From To
Code Code Date Date
COMPLETE DESCRIPTION OF COLLATERAL Fold Here
(Description required only if collateiat codes do not adequately describe Collateral. Only first 250 characters will be entered into CIS data base)
Street Sweeper and Motorola Equipment per schedule 1 (attached)
Town of Avon
Debtor Signa ure(s) optional
Pr nted N e(s)
Ttneaynr,
Norwest Investment Services, Inc.
Seared Party Signliture(s) (optional)
Printed Names)
Coufad Phone & Fax
0900 -002
ucC-0O.dac
CERTIFICATE OF APPROPRIATION
I, duds —Yede M-aer of the Town of
Avon ( "Lessee "), hereby verify that all lease payments due by the Lessee under that certain
Governmental Lease- Purchase Master Agreement dated as of May 13, 1999 and Supplement dated May
13, 1999 between the Lessee and Norwest Investment Services, Inc. as Lessor, for the fiscal year ending
December 31, 1999, are within that fiscal year's budget and within an available, unexhausted and
unencumbered appropriation for the Lessee.
IN WITNESS WHEREOF, I have set my hand this 14 day of April '1999.
Lessee: Town of Avon; Avon, Colorado
By
Its Maynr
Ferro 8038 -G
(Rev. Wy 1995)
Department Of the Treasury
Internal Renmue SaWee
Part I Reporting Authority
0900 -002
Information Return for Tax - Exempt Governmental Obligations
10- Under Internal Revenue Code section 149(e) OMB ft 154MM
III- See separate instructions.
m 8038 -GC if the issue price of the issue i
If Amended Return, check here ► ❑
1 Issuer's name
(a)
M date
2 Issuer's employer identification number
Town of Avon
(d)
Stated mdempbm
prim at M2ftHft
(e)
weghced
rnxhiritv
3 Number and street (or P.O. box if mail is not delivered to street address)
Roomisuite
4. Report number
400 Benchmark Road
4.950%
G19 99 -
5 City, town, or post office, state and ZIP code
25
6 Date of Issue
Avon, Colorado 81620
5 -13-99
7 Name of issue
20 Entire issue.........
8 CUSIP Number
Annual appropriation lease- purchase
$16,483.26
N/A
Part 11 Type of Issue (check applicable box(es) and enter the issue price)
9 ❑ Education (attach schedule - see instructions)
10 ❑ Health and hospital (attach schedule - see instructions)
11 ❑ Transportation
12 ❑ Public safety
13 ❑ Environment ('including sewage bonds)
14 ❑ Housing
15 ❑ Utilities
16 X Other. Describe (see instructions) Oil' street sweeper and motoroia equipment
17 H obligations are tax or other revenue anticipation bonds, check box I► ❑
18 H obligations are in the form of a lease or installment sale, check box 10" x
Part 111 Description of Obligations
Part IV Use of Proceeds of Bond Issues (including underwriters' discount)
22
(a)
M date
(b)
Inwestrate
W
Inuepme
(d)
Stated mdempbm
prim at M2ftHft
(e)
weghced
rnxhiritv
(t)
(9)
Net tntmestcog
19 Final matu ' _
5 -13 -04
4.950%
$294,320.00
$294,320.00
25
Proceeds allocated to reasonably required reserve or replacement fund
25
26
20 Entire issue.........
26
$16,483.26
$16,483.26 1
2.3 years
I %
1 4.950%
Part IV Use of Proceeds of Bond Issues (including underwriters' discount)
22
Issue price of entire issue (enter amount from line 20, column Ic])
1—ii-I $294,320.00
23
Proceeds used for bond issuance costs (including underwriters' discount)
23
24
Proceeds used for credit enhancement
24
25
Proceeds allocated to reasonably required reserve or replacement fund
25
26
Proceeds used to currently refund prior issues
26
27
Proceeds used to advance refund prior issues
27
28
Total (add lines 23 through 27)
28 0.00
29
Nonrefunding proceeds of the issue subtract line 28 from line 22 and enter amount here) 1
29 1 294,320.00
Part V Description of Refunded Bonds (Complete this part only for refunding bonds.)
30
Enter the remaining weighted average maturity of the bonds to be currently refunded
y"„
31
Enter the remaining weighted average maturity of the bonds to be advance refunded
yv„
32
Enter the last date on which the refunded bonds will be called
33
Enter the date(s) the refunded bonds were issued [►
Part VI Miscellaneous
34
Enter the amount of the state volume cap allocated to the issue under section 141(b)(5)
34
35
Enter the amount of the bonds designated by the issuer under section 265(b)(3)(BXQ0II) (small issuer exception)
35
$294,320.00
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions)
36a
b
Enter the final maturity date of the guaranteed investment contract (►
Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units
37
If this issue is a loan made from the proceeds of another tax - exempt issue, check box ❑ and enter the name of the b issuer I
37a
and the date of the issue j,
38
H the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ]► ❑
39
If the issuer has identified a hedge, check box 0.
Please
Under penalties of perjury, I dedare that I have examined the return and accompanying schedules and statonents, and to the best of my knowledge and bend, they are true,
Sign
correct, and complete.
Here
.Tnr9��raAr, MaTor
re of Ise is rized representative Date 10- Type or print name and title
For Paperwork RedualdnIka Notice, see page 1 aMe Insftctmns. -
Form 8038.G (rev. 5-95)
8038 -GADc
ESCROW AGREEMENT
THIS ESCROW AGREEMENT, dated as of May 13, 1999, by and between the Town of
Avon, a political subdivision duly created and existing under the laws of the State of Colorado (the,
"Lessee") ' , and Norwest Investment Services, Inc., with its principal office, domicile and post office
address lcated in Minneapolis, Minnesota, (the "Lessor" or "Escrow Agent ").
WHEREAS, the Lessee and Lessor have entered into a Governmental Lease - Purchase
Master Agreement dated as of May 13, 1999 and Supplement dated May 13, 1999 (the "Lease ")..
The Lease provides for the lease by the Lessor to the Lessee of certain property_ described in the
Supplement to the Lease (the "Property"); and
WHEREAS, the Lessor will provide for the acquisition of the Property, the sum of
$294,320.00, to be available in periodic draws for the payment of the costs of the acquisition of
such Property; and
WHEREAS, the Lessor and the Lessee now desire to provide for the ' safekeeping and
investment of such monies advanced by the Lessor pending disbursement for acquisition of the
Property, and for the procedures in disbursing such monies for the acquisition of the Property;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants herein
set forth, the parties hereto agree as follows:
1. The Escrow Agent hereby acknowledges receipt of true and correct copies of the
Lease and reference herein to or- citation herein of any provision of said documents shall be deemed
to incorporate the same as a part hereof in the same manner and with the same effect as if they were
fully set forth herein.
2. There is hereby created and established with the Lessor an irrevocable escrow fund
designated for Town "of Avon (the "Escrow Fund ") to be held in the custody of-the Lessor separate
and apart from other funds of the Lessor or the Lessee.
3. The Lessor, as of , 1999 deposits into the Escrow Fund
the sum of $ , representing the unexpended principal amount of the obligation of
the Lessee under the Lease less any payments made to vendors on the date of funding.
4. Any monies held in the Escrow Fund shall be promptly invested and reinvested by
the Lessor, subject to Lessee's approval; in any security or deposit account authorized bylaw. No
investment shall be made in a security maturing later'than the date on which the Lessee reasonably
anticipates needing such funds for the payment of the costs of the1Property. The Lessee shall notify
the Lessor as to the dates on which funds are needed for disbursement and the estimated amount of
each such disbursement and .the Lessor may rely upon this information in connection with all
investment or reinvestment of funds.
All interest earnings from such investment shall be remitted to the Lessee periodically, as
mutually agreed upon by the Lessee and the Lessor. Unless otherwise agreed upon by Lessee and
Lessor, the Escrow Fund will be held in a Norwest Funds U.S.- Government Money Market Fund at
Norwest Investment Services, Inc., and it will earn interest at the daily rate established by Norwest
Funds.
5. The Lessor shall disburse funds from the Escrow Fund upon receipt of a written
request from the Lessee, approved by the Lessor, setting forth the following: (1) the amount to be
.disbursed, (2) the address to which such funds are to be forwarded, (3) a brief description of the
purpose of the payment, and (4) a statement that the amounts being paid pursuant to that
disbursement were not subject to a previous draw. The request shall contain as attachments the
following: (1) bills, receipts, invoices, or other documents acceptable to the Lessor evidencing the
amount and purposes for which'the disbursement is requested and (2) a certificate of the Lessee to
the effect that the amounts requested to be disbursed were properly incurred in connection with the
acquisition of the Property and were not the subject of any previous request for disbursement. The
Lessee agrees to submit to the Lessor the above - mentioned attachments in form and substance
satisfactory to the Lessor and such other documents and certificates as the Lessor may reasonably
request to evidence the proper expenditure of the monies in the Escrow Fund for the purposes of
acquiring the Property. The Lessor has no duty to ascertain the correctness of any documents
submitted in connection with any direction to disburse funds.
6. Upon making the disbursements as provided in Paragraph 5 of this Escrow Deposit
Agreement the Lessor shall pay to the Lessee any balance on deposit in the Escrow Fund.
7. In the event that an Event of Default occurs under the Lease the Lessor shall
forthwith disburse all monies on deposit in the Escrow Fund to the Lessor. The Lessee agrees that
in the event such transfer to the Lessor is to be made, it shall pay immediately and directly to the
Lessor, an amount equal to (a) the aggregate of all disbursements previously made under the
Agreement, (b) interest on $ from the date that such amount was deposited
pursuant to this Agreement until the date of payment by the Lessee at the rate of 4.950 %'per annum
and (c) all expenses, legal fees and other costs incurred by the Lessor in connection with the
establishment and enforcement of the escrow established pursuant to this Agreement and in
connection with the Lease. It is ,the intention of the parties that the Lessee shall indemnify and hold
harmless the Lessor for all costs incurred in connection with the Lease and this Agreement.
8. This Agreement may be modified or amended only with the written consent of all
parties hereto.
9. In the event of the Lessor's failure to account for any of the funds received by it, said
funds shall be and remain the property of the Lessee in trust for the purposes set forth in this
Agreement, and if for any reason such funds shall be impressed with a trust for the amount thereof
and the Lessee shall be entitled to a preferred claim upon such assets until such identification
made.
10. This Agreement shall terminate when all transfers required to be made with respect
to the Escrow Fund by the Lessor under the provisions hereof shall have been made.
11. If any one or more of the covenants or agreements provided in this Agreement on
the part of the Lessor or the Lessee, to be performed shall be determined by a court of'competent
jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be
severable from the remaining covenants and agreements herein contained and shall in no way affect
the validity of the remaining provisions of this Agreement.
12. This Agreement may be executed in several counterparts, all or any of which shall
be regarded for all purposes as one original and shall constitute and be but one and the same
instrument.
13. This Agreement shall be construed and enforced in accordance with the laws of the
State of Colorado.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day of
'1999.
TOWN OF AVON; AVON, COLORADO
AS LESSEE
. -,/-
/ g
m_ .
NORWEST INVESTMENT SERVICES, INC.
AS ESCROW AGENTILESSOR
Its: Vice President
Norwest Advantage Funds is one of the families of mutual funds offered by NISI. Forum Financial Services, Inc. is the
manager and distributor of Norwest Advantage Funds. Forum Financial Services, Inc. is not affiliated with Norwest
Corporation, Norwest Bank Minnesota, N.A. (the `Bank") or NISI. Norwest Investment Management, a part of the
Bank, or subsidiaries of the Bank, act as the investment adviser for Norwest Advantage Funds. The Bank acts as the
transfer agent and custodian of Norwest Advantage Funds and receives fees for such services as disclosed in the
applicable prospectus.
INVOICING PROCEDURES
Re: Municipal Lease No. 0900 -002
with
Town of Avon
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) Mr. Scott Wright
(Address) PO Box 975
Avon, Colorado 81620
(Phone) 970 -748 -4055
(Fax) 970- 949 -9139