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TC Ord. No. 2003-04 Authorizing execution of a certain gov lease purchase master agreementTOWN OF AVON, COLORADO ORDINANCE NO. 03-04 SERIES OF 2003 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. The Governmental Lease-Purchase Agreement between the Town of Avon and Wells Fargo Brokerage Services, LLC, together with Supplements #0900- 005, 0900-006, and 0900-007, copies of which are attached hereto and incorporated herein, and the terms of the Agreement and the Supplements and Exhibits, 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 11`" day of February, and a public hearing on this ordinance shall be held at the regular meeting of the Town Council the 25th day of February, 2003, at 5:30 p.m. in the Council Chambers, Avon Municipal Building, 400 Benchmark Road, Avon, Colorado. Mayor ATTEST: To Cle INTRODUCED, APPROVED, PASSED ON SECOND READING AND ORDERED POSTED THE 28TH DAY OF FEBRUARY. Mayor ATTEST: ~C To Cle Approved as to form: )4-wo - /,4-- - To Attorney v 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 28TH DAY OF FEBRUARY 2003, AT THE TOWN OF AVON MUNICIPAL BUILDING FOR THE PURPOSE OF CONSIDERING THE ADOPTION OF THE FOLLOWING ORDINANCES: Ordinance No. 03-04, Series of 2003, An Ordinance Authorizing Execution of a Certain Governmental Lease-Purchase Master Agreement. A copy of said Ordinances are attached hereto, and are 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 TOWN OF AVON, COLORADO BY: P/j>AeI Patty McKen Town Clerk POSTED AT THE FOLLOWING PUBLIC PLACES WITHIN THE TOWN OF AVON ON FEBRUARY 15, 2003 AVON MUNICIPAL BUILDING, MAIN LOBBY ALPINE BANK, MAIN LOBBY AVON RECREATION CENTER, MAIN LOBBY CITY MARKET, MAIN LOBBY STATE OF COLORADO ) COUNTY OF EAGLE ) SS TOWN OF AVON ) NOTICE IS HEREBY GIVEN THAT THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO ADOPTED ON THE 25TH DAY OF -FEBRUARY, 2003 THE FOLLOWING ORDINANCES: ORDINANCE NO, 03=04, SERIES OF 2003, AN ORDINANCE AUTHORIZING EXECUTION OF A CERTAIN GOVERNMENTAL LEASE-PURCHASE MASTER AGREEMENT A copy of said Ordinances are attached hereto, and are also on file at the office of the Town Clerk, and may be inspected during regular business hours. This notice is given and posted by order of the Town Council of the Town of Avon, Colorado TOWN OF AVON, COLORADO BY: P DAc.I Pa M enny To erk POSTED AT THE FOLLOWING PUBLIC PLACES WITHIN THE TOWN OF AVON ON FEBRUARY 28, 20b3: AVON MUNICIPAL BUILDING, MAIN LOBBY ALPINE BANK, MAIN LOBBY AVON RECREATION CENTER, MAIN LOBBY CITY MARKET, MAIN LOBBY Memo TO: Honorable Mayor and Town Council 76ra: Lary Brooks, Town Manager From Scott Wright, Finance Director Date: February 6, 2003 Re: Ordinance 03-04, Governmental Lease-Purchase Master Agreement Summary: This ordinance adopts a Lease-Purchase Master Agreement with Wells Fargo Brokerage Services, LLC, for the purchase of equipment previously appropriated within the 2003 budget; for the refinancing of previously lease-purchased equipment; and to transfer certain lease-purchase obligations to the Eagle River Fire Protection District (ERFPD. Previous Council Action: Council has previously approved similar Lease-Purchase Master Agreements in 1998, 1999, and 2000. Two of the supplements to the 2003 Agreement are for the refinancing of remaining amounts due under the 1998 and 1999 Agreements. Discussion: Supplement 0900-005. This supplement refinances over the remaining term of 8 quarterly payments the obligations outstanding on 5 pieces of equipment that were lease-purchased in 1998. The refinancing lowers the interest rate from 5.284% to'2.95% for a total savings of $3,042.24. Supplement 0900-006. This supplement refinances over the remaining term of 3 annual payments the obligations outstanding on 3 vehicles that were lease-purchased in 1999 and 2000., The refinancing lowers the interest rates from 6.25% for 2000 and 4.95% for 1999 to 2.95% for a total savings of $4,692.10. Supplement 0900-007. This supplement is for the purchase of 3 pieces of equipment (street sweeper, snow plow, and bobcat) previously approved in the 2003 budget. These 3 pieces are necessary for street and road maintenance at the Village of Avon, and approximately 22.69% of the annual debt service payment will be reimbursed by the Village. Page 1 Financial Implications: The refinancing portion of the Lease-Purchase Master Agreement will save the Town a total of $7,734.34 over the next two years. The $339,000 portion of new money for purchases of equipment is funded at an attractive interest rate of 4.15% and results in an annual net debt service payment (after reimbursement from the Village) of $43,907.56 for 7 years. Recommendation: Staff recommends that Council adopt at first reading the ordinance as presented. Town Manner Comments: f Attachments: A -Ordinance 03-04 B - 2003 Governmental Lease-Purchase Master Agreement and Supplements 0 Page 2 Town of Avon Memo TO: Honorable Mayor and Town Council Thre . Larry Brooks, Town Manager n Fronx Scott Wright, Finance Director Date: February 6, 2003 Re: Ordinance 03-04, Governmental Lease-Purchase Master Agreement -Sumrr w- This ordinance adopts a Lease-Purchase Master Agreement with Wells Fargo'Brokerage Services, LLC, for the purchase of equipment previously appropriated within the 2003 budget; for the refinancing of previously lease-purchased equipment; and to transfer certain lease-purchase obligations to the Eagle River Fire Protection District (ERFPD. Previous Council Actiom Council has previously approved similar Lease-Purchase Master Agreements in 1998, 1999, and 2000. Two of the supplements to,the_2003 Agreement are for the refinancing of remaining amounts due under the 1998 and 1999 Agreements. Discussion: Supplement 0900-005. This supplement refinances over the remaining term of 8 quarterly payments the obligations outstanding on 5 pieces of equipment that were lease-purchased in 1998. The refinancing lowers the interest rate from 5284% to 2.95% for a total savings of $3,04224. Supplement 0900-006. This supplement refinances over the remaining term of 3 annual payments the obligations outstanding on 3 vehicles that were lease-purchased in 1999 and 2000. The refinancing lowers the interest rates from 625% for 2000 and 4.95% for 1999 to 2.95% for a total savings of $4,692.10. Supplement, 0900-007. This supplement is for the purchase of 3 pieces of equipment (street sweeper, snow plow, and bobcat) previously approved, in the 2003 budget. These 3 pieces are necessary for street and road maintenance at the Village of Avon, and approximately 22.69% of the annual debt service payment will be reimbursed by the Village. Page 1 Financial I mDlications: The refinancing portion of the Lease-Purchase Master Agreement will save the Town a total of $7,734.34 over the next two years. The $339,000. portion of new money for purchases of equipment is funded at an attractive interest rate of 4.15% and results in an annual, net debt service payment (after reimbursement from the Village) of $43,907.56 for 7 years. Recommendation: Staff recommends that Council adopt at first reading the ordinance as presented. Town Manager Comments: ~~Gsr/1i, Attachments: A - Ordinance 03.04 B - 2003 Governmental Lease-Purchase Master Agreement and Supplements 0 Page 2 Public Finance Wells Fargo Brokerage Services, LLC Cynthia M. Slawson Investment Banker 1740 Broadway, MAC: C7300-011 Denver. Colorado 80274 April 22, 2003 Scott Wright . • . Town of Avg 400 Befncbmark Road Avon„ Colorado - 81620 Re: Payment Instructions for Lease No. 0900-005 Dear Scant: Enclosed are the Notice of Assignment, Certificate of Lessor and documents for the above-referenced lease. The first payment is due April 30, 2003 and quarterly thereafter. We will invoice you approximately 30 days in advance of your payment due date." If you have questions related to the invoicing or status of your payMetits, please contact Mary Webster, of WFBS Lease Accounting at (800) 835-2265, extension 6-1181. The mailing address for your payments will be: Wells Fargo Brokerage Services, LLC NW-8210 P.O. Box 1450 Minneapolis, MN 55485-8210 If you have questions regarding disbursements/vendor payments out of the escrow account, please contact Cindy Slawson at (303) 863-6409. We would ask that you forward your new annual financial statement (audited, if available), when completed, as well as annually thereafter until the lease is paid off. Please have Wells Fargo Brokerage Services, LLC, 1740 Broadway, MAC C7300-011, Denver, Colorado 80274 named as lienholder on vehicle title. Thank you for selecting Wells Fargo for your financing. We appreciate your business and look forward' to serving You- Sincerely, Cynthia K Slawson Investment Banker Enclosures Wells Fargo Public Finamce (WFPF) bankers are registered representatives of Wells Fargo Brokerage Services, LLC, or Wells Fargo Institutional Securities, LLC, brokerage affiliates of Wells Fargo & Company and members of the NASD and SIPAC. Investments: • NOT FDIC insured • May lose value o No bank guarantee NOTICE OF ASSIGNMENT Wells Fargo Brokerage Services, LLC, "Lessor," has assigned to First State Bank of Western Illinois, LaHarpe, Illinois "Assignee," all of the Lessor's right, title, and interest in the Governmental Lease Purchase Master Agreement Lease No. 0900-005 dated March 28, 2003 and Supplement dated March 28, 2003 between the Lessor and Town of Avon, Colorado the "Lessee." Wells Fargo will act as agent and servicer for the assignee; therefore, all contract administration and rent payments due during the term of the lease should continue to be directed to: Wells Fargo Brokerage Services, LLC NW-8210 P.O. Boa 1450 Minneapolis, MN 55485-8210 Dated as of April 22, 2003 Lessor: Wells Fargo Brokerage Services, LLC By: Its: Investment Banker CERTIFICATE OF LESSOR 1. Town of Avon, Colorado (the "Lessee") and Wells Fargo Brokerage Services, LLC (the "Lessor"), have entered into a Governmental Lease Purchase Master Agreement Lease No. 0900-005 dated as of March 28, 2003 and Supplement dated March 28, 2003, (the "Agreement" or the "Master Lease"). 2. The Lessor certifies and declares that the aggregate principal amount of this transaction does not exceed $1,000,000. 3. The Lessor understands that such a primary offering of municipal securities is exempt from the provisions of SEC Rule 15c2-12 (The "Rule") by reason of the provisions of paragraph (a) thereof which provides an exemption for primary offerings of municipal securities with an aggregate principal amount of less than $1,000,000. 4. The Lessor understands that the Lessee will be relying upon this certification to demonstrate the exemption of the Master Lease from the provisions of Rule 15c2-12 and that, as a result of this exemption, the Lessee will not be required to comply with the information reporting or event reporting requirements of the Rule. Dated: April 22, 2003 WELLS FARGO BROKERAGE SERVICES, LLC By: Its: Investment Banker 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, d+escn'bed 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 ageement oontaininB 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 her K 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 acoepted 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 rem 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-of, defense, counter claim or recoupmeat 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 fim 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 fiords 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 finding authorized for the then current appropriation period, whichever *is later, rtutrrn the Equipment to Lessor at Lessee's expense and thereupon be released of its obligation to make all rental.psyments to Lessor doe thereafter, provided: '(i) the EquipmeM is returned to Lessor fight 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 wem,and tear resu ltiag.saWy fic n authonzed.use thereof excepted, (ii) the foregoing notice states the failure of the legislative body or funding authority to appn>priate the necessary,fands as reason for cancellation, and (iii) the notice is accompanied by payment of all amounts then doe to lessor under this Lease. In the event Lessee returns the Equipment pursuant to the terms of this Section 5, I_ssor shallresin all saw 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 pedormed thmugb 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 Leap in order to acquire any other equipment or to.allow_ U_ a 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 tins I.easeJs m 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 Trrmrry 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 custence in fall 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 requite, 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 fnoctions of Lessee consistent with the permissible scope of Lessee's authority and will not be used in a trse or bodaess 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, fiom 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 (p) 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 5orn federal income taxes under Secti on 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 indJnding.'private ac&.*y 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 puurpo®es of Section 265 (b) (3) of the Internal Revenue Code of 1986 relating to deductibility of interest by financial instituticat. 2 U) 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 AZPLIED, AND LESSOR SPECIFICALLY DISCLAIMS ANY WARRANTY - OF N ERaJANTABII.ITY 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 Fault 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 hereak, or (u) in the event that the purchase option, if arty, 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 daims 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 instniments, 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 Unifotm 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 excludinghowever, any taxes on or b y Lessor's net income. Upon request by Lessor, Lessee shall prepare and file all tax returns relating to taxes far which Lessee is responsible hereunder which Lessee is permitted to file under the laws of the applicable taxing jurisdiction. 11. JNDENIId1TY. Lessee hereby indemnes 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, stria 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 HabiMy 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 a lien arising through Lessee to exist, on or against any interest in this Lease or the Equipment or remove the Equipment ft m 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 Cessna 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 famish all parts and services required therefam 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 hereander 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 therew. Upon payment of such amount to Lessor, such item shall become the property of Lessee, I.essar will transfer to Lessee, without recourse or warranty, all of Lessor's right, title and interest therein, the rem 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 5500,000 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 famish Lessor with certificate of insurance evidencing the issuance of a policy or policies to Lessee in at least the minimum amagnls 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 oommn 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 polity. 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 thereat 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 m 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 IS. ADDITIONAL ACTION. Lessee will promptly execute and deliver to Lessor such fin-their 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" beeeunder: (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 thereat' by I.essar to Lessee; (c) any warranty, representation or statement made or furnished to Lessor by or on behalf of Lessee proves to lave been false or misleading in any material respect; or (d) Lessee shall voluntarily file, or have filed against it involuntarily, a petition far liquidation, rewrianization- adjustment of debt, or similar relief under the federal or state Bankruptcy Code or any other present or fbtume 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 Lesscr's damages suffered by reason of an Event of Delimit 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 "Lessees Loss" as of any date shall be the sum of the 4 following: (1) the amount of all rem 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 in r h is Section 21. Lessee shall at its expense promptly deliver the Equipment to Lessor at a location or locations within the continental i; sited 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. 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 l case D. Lessor may recover interest on the unpaid balance of lessors Loss from date it becomes payable until fully paid at a rate of 9% per anrmm 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 hereunder, including expenses of other expenses uncured by reason of an Event of Default or to the exercise of any remedy repossession, repair, storage, transportation, and disposition of the E.quipmenL No remedy given in this section is intended to be exclusive, and each shall be cumulative but only to the extent necessary to permit t,essor 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 marls, 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 rem and amounts payable by Lessee under Sections 15 and 21 is unconditional and not subject to any abatement redo ctiak setoff or defense of any ]and 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-CANDLE LEASE Tins Lease cannot be canceled or terminated except as expressly provided herein. 26.. SURVIVAL OF PMEN MMS. Lessee's obligations under Sections 10 and 11 shall survive termination of this Lease. 27. MISCELLANEOUS. Any provision of this Lease which is unefbrceable in any jurisdiction shall, as to jurisdiction, be ineffective to the extent of such unenforceab lity without invalidating the re ininQ provisions of this lease, and any such uneffbrceabihty 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: March 28, 2003 Lessee: Town of Avon, Colorado By: w4l. L Its: o~ Lessor. Wells Fargo Brokerage Services,1,LC By: Its: Investment Banker 6 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: Supplement # 0900-005 Town of Avon 400 Benchmark Road Avon, Colorado 81620 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 March 28, 2003. 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 Numbet 1 1HTSCAAN7XH654234 1999 International Lift Truck 1 IHTSDADR4XH637143 1999 Plow Truck 1 IGNDTI3WXWK224749 1998 Chevrolet Blazer 1 I GBHK33FI WFO62189 1998 Chevrolet Crew Cab 1 15GCB2012W1088928 _ 1999 Gilli Transit Bus Location of Pro perty (if different from Lessee's address SCHEDULE OF RENT-PAYMENTS Basic Rental Number Of - Advance Payments Payments Payments Rent commencement date: March 28, 2003 $27,748.97 8 -0- Term in months from rent commencement Interest Rate First Payment Due Final Purchase Option Price 22 months 2.95%- April 30, 2003 _$1.00 Rental payment period (check one) ® Quarterly FINANCE AMOUNT: _$21,5,820.15 OTAL RENT: $221,991.76 Additional Provisions: LESSOR:WellsFargo Brokerage Services, LLC By C" . % . ' Its Investment Banker Date March 28. 2003 LESS of n, o do By its na~i ac_ Date March 8.2003 Exhibit A Issuer Town of Avon Equipment Refinance 001 Fended $215,820.15 Number of Payments 8 Payments Per Year 4 Interest Rate 2950% Commencement 3/28/2003 Closing Date 3/28/2003 Average Life .97 years pmt Total Payment Due Interest Payment Due Principal Payment Due After Payment Principal Balance After Payment Termination Value Payment Due Date Annual Interest Amounts $0.00 $215,820.15 Mar 28, 2003 50.00 1 S27,74897 S56593 S27,183.04 5188,637.11 S190,69859 Apr 30, 2003 50.00 2 S27,74897 $1,391.20 526,357.77 $162,27934 5163,831.60 Jul 30, 2003 50.00 3 527,748.97 S1,196.81 526,552.16 S135,727.18 S136,84035 Oct 30, 2003 53,15394 4 527,74897 51,00099 $26,74798 5108,979.19 S109,724.27 Jan 30, 2004 SO.00 5 S27,748.97 S803.72 S26,945.25 582,033.95 582,482.77 Apr 30, 2004 50.00 6 527,74897 5605.00 S27,143.97 $54,88998 555,115.28 Ju130, 2004 SO.00 7 $27,74897 5404.81 S27,344.16 $27,545.82 527,621.22 Oct 30, 2004 52,814.52 8 S27,749.97 5203.15 527,545.82 50.00 S1.00 Jan 30, 2005 S203.15 FINAL PURCHASE OPTION PMCM: $1.00 By: ) t.IVDY\- Its: &,So, C- Dated as of: :31,11105 - ly~~ Wells Fargo Brokerage Services INCUMBENCY CERTIFICATE cey that I am the duly elected or do hereby I,. appointed an , acti g Secret ' ` CI of Town of Avon, a political subdivision or agency duly organized and existing under th of the State of Colorado that I have custody of the records of such entity, and that,' as of the date hereof the individuals named below are the duly elected or appointed officers of such entity holding the offices set forth opposite their respective names. I fiuther certify that (I). the signatures set opposite their respective names and titles are their true and authentic signatures and (II) such officers have the authority on behalf of such entity to enter into that certain Governmental Lease-Purchase Master Agreement dated March 28, 2003 and Supplement dated March 28, 2003 between such entity and Wells Fargo Brokerage' Services, LLC (Lessor). ~r ~l q ue G ~ ~ ~ Ec-foie.. f}t$~ ~~-.flag Sc ~-H- Woe IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such entity hereto this t' - day of March, 2003. U SEC "Y/CLERK Lease Na 0900.005 DELIVERY AND ACCEPTANCE CERTIFICATE TO: WELLS FARGO BROKERAGE SERVICES, LLC RE: GOVERNMENTAL LEASE-PURCHASE MASTER AGREEMENT DATED MARCH 28, 2003 AND-SUPPLEMENT DATED MARCH 28, 2003 FOR: REFINANCE OF 19997INTERNATIONAL LIFT TRUCK, 1999-PLOW TRUCK, 1998 CHEVROLET CREW CAB, 1998 CHEVROLET BLAZER AND 1998 GILLIG TRANSIT BUS 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( (Title) March 28, 2003 (Acceptance Date) Lease No. 0900-005 CERTIFICATE OF APPROPRIATION . of 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 March 28, 2003, and Supplement dated March 28,:1003 between the Lessee and Wells Fargo Brokerage Services, LLC as Lessor, for the, fiscal year ending December 31, 2003, 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 V'1+ day of March; 2003; . Lessee: Town of Avon, Colorado By Its Lme Na 0900-005 JOHN W. DUNN INGA HAAGENSON CAUSEY CERTIFIED LEGAL ASSISTANT KAREN M. DUNN, CLAS WRITERS EMAIL: jwd@dunncaasey.com LAW OFFICES DU N N & CAUSEY, L.L.C. A LIMITED LIABILITY COMPANY WHITE RIVER CENTER SUITE 201 9o BENCHMARK ROAD POST OFFICE BOX 7717 AVON, COLORADO 81620 March 28, 2003 Wells Fargo Brokerage Services, LLC Public Finance 1740 Broadway Denver, Colorado 80274 Ladies and Gentlemen: TELEPHONE: (970) 748-6400 FACSIMILE: (970) 748-8861 higf c ntrylaw=m 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 March 28, 2003 ("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 Agreement and all terms and provisions thereof are authorized by the Constitution, law 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 Jo W. Dunn Co sel for Lessee kern TOWN OF AVON, COLORADO ORDINANCE NO.03-04 SERIES OF 2003 AN ORDINANCE AUTHORIZING EXECUTION OF A CERTAIN GOVERNMENTAL LEASE-PURCHASE MASTER AGREEMENT. BE IT ORDAINED BYTHE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO:. , _ Section 1. The Governmental Lease-Purchase Agreement between the Town of Avon and Wells Fargo Brokerage Services, LLC, together with Supplements #0900- 005, 0900-006, and 0900-007, copies of which are attached hereto and incorporated, herein, and the terms of the Agreement and the Supplements and Exhibits, 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 documems related to the Agreement and each Supplement. INTRODUCED, APPROVED, PASSED ON FIRST READING AND ORDERED POSTED the 1 Im day of February, and a public hearing on this ordinance shall be held at the regular meeting of the Town Council the 25m day of February, 2003, at 5.36p.m. in the Council Chambers, Avon Municipal Building, 400 Benchmark Road, Avon, Colorado. IIAA~& Mayor ATTEST: ~~OF . ~ SEAL f' To Cl s' C~LO R P0~ INTRODUCED, APPROVED, PASSED ON SECOND READING AND ORDERED POSTED THE 28TR DAY OF FEBRUARY. Mayor ATTEST: rr f To Cl SEAL EAL Approved as to form: 116~ IA- - To Attorney OPY wnn8038-G I Information Return for Tax-Exempt Governmental Obligations #tev. November 2000) Ili- Under Internal Revenue Code section 149(e) on Be. t61Ser7a Part I Reporting Authority If Amended Return, ahedtbere p. ❑ 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) Rcomisuite 4. Report number 400 Benchmark Road G• _ 5 City, town, or post office, state and ZIP code 6 Date of Issue - Avnn Cnlnrarfn R1R911 _ _ .,e 7 Name of issue 8 CUSIP Number - Govemmental Lease Purchase Master Agreement WA 9 Name and title of officer or legal representative whom the IRS may call for more information 10 Telephone number of officer or legal represerrtsdve Scott Wright. Finance Director 870/7484000 Part II Type of Issue (check applicable box(es) and enter the issue price) See instructions and attach schedule 11 ❑ Education 12 ❑ Health and hospital 13 ❑ Transportation 14 ❑ Pubic safety 15 ❑ Environment (including sewage bonds) 16 ❑ Housing 17 ❑ Utilities 18 0❑ Other. Describe ► -Refinance of venues 18 19 If obligations are TANS or RANs, check box )0. ❑ If obligations are BANs, check box 10. ❑ 20 If obligations are in the form of a lease or installment sale, check box 10. Part III Description of Obligations. (Complete for the entire issue for which this form is beina filed.) z1 I January 30. 2005 1 $215.820.15$ 1 $ 1 .97 years I ! T.T07 Part IV Uses of Proceeds of Bond Issue including underwriters' discount 22 Proceeds used for accrued interest 23 Issue price of entire issue (enter amount from Brie 21, cohmm IbD 23 24 Proceeds used for bond issuance costs (including underwriters' discount) 24 25 Proceeds used for credit enhancement 26 Proceeds allocated to reasonably required reserve or replacement fund 01 T"U 27 Proceeds used to currently refund prior issues _ V 28 Proceeds used to advance refund prior issues 28 29 Total (add lines 24 through 28) 40 pR 3 1 2003 di d f th i bt t li 30 N f 29 f li 29 e ssue (su rac ne onre un ng procee s o rom ne 23 and enter amo nM W. 30 Part V Description of Refunded Bonds (Complete this art only foArefirwein -baridq. 31 Enter the remaining weighted average maturity of the bonds to be currently refun 'd U 1J L i , j6 32 Enter the remaining weighted average maturity of the bonds to be advance refun 110- Y- 33 Enter the last date on which the refunded bonds will be called 34 Enter the date(s) the refunded bonds were issued Jo Part VI Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(bxS) 35 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 10. _ , 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37 37 b 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 and the date of the issue loo. 38 If the issuer has designated the issue under section 265(bN3)(B)(i)(8Q (small issuer exception), check box 10.00 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box 10.0 39 If the issuer has identified a hedge, check box 0, Please er penalties of perjury, I declare that I have examined the return and accompanying schedules and statements, and to the bat of my knowledge and belief, they are true, Sign Here co mp te. 3 ;zb 03 0 h~ ~ Vr' I► Signature of Issuer's oraed representative Date 11o. Type or Od"M name and title Form 8038-GOev. 5-99) 8028 n_ ,w,,.. CERTIFICATE JF LIABILITY INSURANCE D 3°'Y"' 0324 / PRODUCER LIC #N/A 1-303-757-5475 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION CIP-% 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. Deaver, CO 80209 INSURERS AFFORDING COVERAGE INSURED INSURER A: Landmark American Insurance Company Town of Avon INSURER B: CIR37L 400 Benchmark Road, Box 975 INSURER C: al indemnity CO 81620 INSURER D: Avon, INSURER E: COVERAGES 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. MR TYPE Of INSURANCE POLICY NUMBER POLICY EfFM POLICY EXPIRATION A GENERAL LIABUM ALA 100066 01/01/03 01/01/04 EACH OCCURRENCE $5,000,000 X COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (Any ormfae) s5,000,000 X CLAIMS MADE iJ OCCUR MED EXP (Any one mon E X I S30m Ei0 Aggregate PERSONAL a ADV INJURY E 5, 000, 000 GENERAL AGGREGATE E PGEN*L AGGREGATE LIMIT APPLIES PER: E 5, 000, 000 POLCY n PRO- F7 LOC A AUT X OMOBILE LIABILITY 1 ANY AUTO ALA 100066 01/01/03 01/01/04 COMBINED SINGLE LIMB (Ea amderrt) $1,500,000 ALL OWNED ALTOS BODILY INJURY E SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY i E NON-OWNED AUTOS (Per aadent) PROPERTY DAMAGE E (Per a=d M) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT J $ ANY AUTO OTHER THAN EA ACC E 1 I AUTO ONLY: AGG E j EXCESS LIABILITY EACH OCCURRENCE E 1 i OCCUR a CLAIMS MADE AGGREGATE E E DEDUCTIBLE 18 RETENTION S E WORKERS COMPENSATION AND I WC STATU- OTH- I I EMPLOYERS' LIABILITY E.L. EACH ACCIDENT E E.L. DISEASE - EA EMPLO E E.L. DISEASE -POLICY LIMB E J B C OTHER Property I Excess Property I Pit 01-2003 I R2RD327569 I 01/01/03 1 12/31/02 I 01/01/04 1 01/01/04 11000;000 500,000,000 DESCRIPTION OF OPERATIONS!LOCATIONS(VEHICLESIEXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS ICertificate Holder is Additional Insured and Lose Payee. As respects to Lease #0900-005 for 1999 Lift Truck, 1999 Plow Truck, 1998 Chevy Blazer, 1998 Gillig Bus i 1998 Chevy Crew Cab. CERTIFICATE HOLDER I Y 1 ADDMONAL INSURED: INSURER LETTER: CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Wells Fargo Brokerage Services 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 IMPOSE NO OBLIGATION OR ABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR 1740 Broadway, MAC C7300-011 REPRESENTATIVES. Deaver, CO 80274 AUTHORIZED REPRESENTATIVE USA -14 ACORD 25-S (7/97) ashoemaker e ACORD CORPORATION 1988 999874 m w 1AWI „iv,ncuw rax•ot['vof-L~f~ teo z ktw iu;w F. 133 rap a vi a r~ _ Colondo UCC Fluandng ststement - Coadnnadoo Prlnnd Oa: OWOi/ M Old6:67 MDT Coaatr. ff4kn tM, OLSM Re qdn l~ombrn iWY§1l19S MWi 0=10144 0846M MVT MRS Inlbrnudm orlw Cmw Cade"- Some 07 on" om fbd D.a miam 03n3n0/ as No orkmd Ronpas lvombm 1"MCIM7 Ta aq vA be oor+llnioi 3►atbori=d PasV Nl: TOWN OF A"N 0~ Aatborind Puq aft: NORWF9Tt >rtVF ' 823tvims, Dic. -rte N o ?a,- A-',1 C n! 900 -01 hdp:INFWW.sos.state.co.uslcgi-fortelfortecgi/frtc_UccEprodOC 1D 1'7162625192526232229167. 2/5/2003 UCC FINANCING STATEMENT Follow, Instructions (front and back) Carefully A NAME & PHONE OF CONTACT (optional) B. SEND ACKNOWLEDGENIENT TO: (Name and Address) [ Wells Fargo Brokerage Services, LLC ] Attn: Cindy Slawson 1740 Broadway - MAC C7300-011 Denver, Colorado 80274 I ] ABOVE SPACE FOR FILING OFFICE USE ONLY 1. DEBTOR'S EXACT FULL LEGAL NAME: Inurt only debtor name 1 a or lb - do not abbreviate or combine naram I a. ORGANIZATION'S NAME Town of Avon OR lb. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX le MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 400 Benchmark Road Avon CO 81620 USA Id TAX ID SSN OR EIN ADD'L D4FO RE le. TYPE OF If. JURIDDICTION OF ORGANIZATION I& ORGANIZATIONAL ID If any (OPTIONAL: NOT REQUIRED) ORGA ATM DE>1'POa ORGANIZATION ®NONE 84-0771088 2. ADDITIONAL DEBTOR'S FULL LEGAL NAME _ hum only gge debtor name (2a or 2b) do not abbreviate or combine names 2a. ORGANIZATION'S NAME OR 2b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 2d TAX M -SSN OR EIN ADD'L INFO RE 2e. TYPE OF 2f 7URIDDICTION OF ORGANIZATION 2g ORGANIZATIONAL ID If any TMN ORGANIZATION ❑ NONE (OPTIONAL: NOT REQUIRED) DEBTOR 3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - ramn only pms seemed party acme (3a -3b) 3a. ORGANIZATION'S NAME OR Wells Fargo Brokerage Services, LLC 3b. D OrVMUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX - 3c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 1740 Broadway; MAC C7300-011 Denver CO 80274 USA 4_ Tbis FINANCING STATEMENT coves the following mllateral: 1999 International Lift Truck, 1999 Plow Truck. 1998 Chevrolet Blazer, 1998 Chevrolet Crew Cab and 1998 Gillig Transit BUS (0900-005) 3. ALTERNAnvE DESIGNATION (%f Vpbmbk): ❑ LESSEEILESSOR b cammNEE/CON molt 0/11AILOR D SELLELWYER D AG LMN D NON-UCC FUJNG 6. ❑ This FINANCING STATEMENT is to be filed (for record) in the REAL 7. Cheek to REQUEST SEARCH REPORT(S) da Debtor(s) (Optional) ESTATE RECORDS All Debtors ❑ Debtor I ❑ Debtor 2 8. OPTIONAL FILER REFERENCE DATA NATIONAL UCC FINANCING STATEMENT (FORM UCCI) (REV. 07/1/01 Public Finance Wells Fargo Brokerage Services, LLC Cynthia M. Slawson Investment Banker 1740 Broadway, MAC: C7300-011 Denver. Colorado 80274 April 22, 2003 Scotf Wright Town of Avon . 400 Benchmark Road Avon, Colorado 81620 - Re: Payment.Instructions for Lease No. 0900-006 Dear Scott: Enclosed are the Notice of Assignment, Certificate of Lessor and documents for the above-referenced lease. The first payment is due May '15, 2003 and annually.thereafter. ' We will invoice you approximately 30 days in advance of your payment due date. If you have questions', related to the invoicing or status of your payments, please contact Mary Webster, of WFBS Lease Accounting at (800) 835-2265, extension 6-1181. The mailing address for your payments will be: Wells Fargo Brokerage Services, LLC NW-8210 P.O. Box 1450 Minneapolis, MN 55485-8210 If you have questions regarding disbursements/vendor payments out of the escrow, account, please contact Cindy Slawson at (303) 863-6409. We would ask that you forward your next annual financial statement (audited, if available), when completed, as well as annually thereafter until the lease is paid off. Please have Wells Fargo Brokerage Services, LLC, 1740 Broadway, MAC C7300-011, Denver, Colorado 80274 named as lienholder on vehicle title. Thank you for selecting Wells .Fargo for your financing. We appreciate your business and look forward to serving You- Sincerely, Cynthia M. wson Investment Banker Enclosures Wells Fargo Public finance (WFPF) bankers are mrsiered repnesmianves of Wells Fargo Brokerage Services, LX or Wells Fargo Institutional Securities, MC, brokerage affiliates of Wells Fargo & Company and'members of the NASD and SIPC. Investments: • NOT FDIC in=-ed • May lose value • No bank guanmice NOTICE OF ASSIGNMENT Wells Fargo Brokerage Services, LLC, "Lessor," has assigned to Todd & Amy Robichaux JTTEN, Dallas, Texas "Assignee," all of the Lessor's right, title, and interest in the Governmental Lease Purchase Master Agreement Lease No. 0900-006 dated March 28, 2003 and Supplement dated March 28, 2003 between the Lessor and Town of Avon, Colorado the "Lessee." Wells Fargo will act as agent and servicer for the assignee; therefore, all . contract administration and rent payments due during the term of the lease should continue to be directed to: Wells Fargo Brokerage Services, LLC NW-8210 P.O. Box 1450 Minneapolis, MN 55485-8210 Dated as of April 22, 2003 Lessor:: Wells Fargo Brokerage Services, LLC By: Its: Investment Banker CERTIFICATE OF LESSOR 1. Town of Avon, Colorado (the "Lessee") and Wells Fargo Brokerage Services, LLC (the "Lessor"), have entered into a Governmental Lease Purchase Master Agreement Lease No. 0900-006 dated as of March 28, 2003 and Supplement dated March 28, 2003, (the "Agreement" or the "Master Lease"). 2. The Lessor certifies and declares that the aggregate principal amount of this transaction does not exceed $1,000,000. 3. The Lessor understands that such a primary offering of municipal securities is exempt from the provisions of SEC Rule 15c2-12 (The "Rule") by reason of the provisions of paragraph (a) thereof which provides an exemption for primary offerings of municipal securities with an aggregate principal amount of less than $1,000,000. 4. The Lessor understands that the Lessee will be relying upon this certification to demonstrate the exemption of the Master Lease from the provisions of Rule 15c2-12 and that, as a result of this exemption, the Lessee will not be required to comply with the information reporting or event reporting requirements of the Rule. Dated: April 22, 2003 WELLS FARGO BROKERAGE SERVICES, LLC By: C; - lk Its: Investment Banker COPY ,t,,,,r 0 1 00 -oo.S 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 pesonal 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 affboed 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 coMining such terms had been executed covering such items. The execution by Lessee of each Supplement shall evidence a deters by the Lessee that the Equipment covered thereby is essential to its proper, efficieat and economic operation and desires to enter into that Supplement for the acquisition of that Equipment nnder the terms hereof that the Equipment is necessary for the goverimicutIll functions of lessee, and that Lessor is neither the manubcar r nor a dealer or merchant of said Equipment, but has agreed to provide the funding for and on behalf of'I.essee for the acquisition of said Equipment under the terms hereod'at the specific request Of Lessee. 2. DELIVERY AND ACCEPTANCE. Lessee will evidence its acceptance of the Equipment by executing and ddh=ing 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 TcSP= to each item of Equipment shall begin an the date it is acoeped by Lessee and shall continue from the rent commencement D ashowii in the s recorded on theed SAc uptanoe pplcment ul c s e- earlier terminated as provided JIM= The rent commencement date is the Acceptance 4. RENT. Lessee shall pay as basic rent for the full term of this Lease the amount shown in the related Supplement as Trial 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 hemof, the rental payments will be absolute and unconditional in all events and will not be subject to any sett defense, counter claim or recoupment for any reason whatsoever. Lessee reasonably believes that funds can be obtained suf iciest to make all rem payments during the term of the I am and hereby covenants that it will do all things lawfully within its power to obtain, maintain and properly request and pursue funds from which on 5n® the the rem payments may be made. The chief executive officer of the unit shall request the required board and exhaust all available administrative reviews and appeals in the event such portionof the budget is not KWVWuve& 5. NON-APPROPRIATION OF FUNDS. N Lessee periodically requests from its legislative body or f xft authority fnnrds to be paid to Lessor under this Lease and, notwithstanding the malting in good faith of such request in accordance with appropriate procedures and with the exercise of reasonable care and diligence, such legislative body or finding authority does not approve fimds to be paid to Lessor for the Equipment, Lessee may, upon prior written notice to Lessor effective 60 days aver the giving of sech notice or upon the exhaustion of the finding authorized for the then current appropriati' period, whichever is later, remra the Equipment to Lessor at Lessee's expense and thereupon be released of its obligation to make all rental, payments to I~es9or doe thereafter provided: (i) the Equipment is returned to Lessor freight prepaid and insured to any location in the con inentol United States designated by Lessor in the same condition as when first delivered to I assee, reasonable wear and tear, resulting solely fiom authorized use thereof excepted, (n) the foregoing notice states the failure of the'legislative body or fending-authorrky to appropriate the necessary fiords as reason for cancellation, and (iii) the notice is accompanied by payment of all amamts then doe to Lessor I this Lease. In the event Lessee returns the Equipment parstram to the terms of this Section 5, Lessor shall retain all sums paid hereunder by-Lessee, including any security deposit paid irermnder. To the extent permitted by law, if the of this Section 5 are unIzed- by Lessee, Lessee agrees not to purchase, lease or rent, equipment pedorming hnctions simile to those pedoc 'through the use of the Equipment, or to obtain from any source the services or itormation which, the Equipment was to petfa~m or provide, for the balance of the appropriation period following Lessee's exercise of its termination right hereunder. This Section-5 will not be consumed so as to permit Lessee to terminate this Lease in. order to acquire any other egtti~ or to allocate .reds directly of 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 wa rr= 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 Revemre Code of 1986, as-amended, and Treasury Regulations and Rulings'related thereto. MI essee is incorporated, it is duly organized' and existing under the Constitution and laws of its jurisdiction of incorporation and will do or ease to be done all things necessary to preserve and keep such organization and existence in firll force and effect. (b) Lessee has been duly authorized by the Constitution and laws of the applicable jurisdiction and by a resoltion of its governing body (which resolution, if requested by Lessor, is attar hereto) to execute and deliver this Lease and each Supplement and to carry out its obligations heretmdCr. (c) All requirements have been met, and procedures have occurred in order to insure the eaf irceala ty of this Lease, and I,e~ee has complied with such public bidding rmgoiremems, 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-pedorming one or more govermuce l or, proprietary fractions 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 corneas appropriation period, and it will request fiords 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 restive 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 asugns,sufcient to comply with the registration requireateats of Section 149(a) of the Internal Revenue Code of 1986, as amended. (i) Les= does not reasonably anticipate that it will issue tax exempt obligations (nat including 'private activity bouW as defined in Section 141 of the Internal Revenue Code of 1986, as amended) in an aggregate amount in eaooess 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 filtim al institutioffi. 2 07 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 tart 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 MUM, AND LESSOR SPECIRCAL LY DISCLAIMS ANY WARRANTY OF MERCHANTABEM Y AND OF FITNESS FOR A PARTICULAR PURPOSE AND- ANY LIABILITY FOR CONSEQUENTIAL DAMAGES ARISING OUT OF TB E 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 00 in the event that the purchase option, if any, has not been exercised prior to the expiration date thereck title will immediately vest in Lessor or its assignee. For as long as'tide 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 Equoipment shaD 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 segue the performance of all Lessee's obligations hereunder, Lessee hereby grants to Lessor a security intent 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 staff, opinions of counsel, notices and similar instruments, in form satisfactmy to Lessor, which Lessor deems nemmazy or appropria0e to establish and maintain its security interest in the Equipment or for the confirmation or perfection of this IA= and Lessees 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 faux 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 m4x=d by any governmental body or agency upon the Equipment or its use or the rentals hereunder excluding, however, any -s it an or gyred 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,mming 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, stria 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 HAMMY for which Lessee is not responsible under Section 10. 12_ ASSIGNMENT. Without Lessoes prior written consent, Lessee will not sell, assign, sublet,, pledge, or othetwise encuniber or permit alien arising through Lessee to exist on or against any interest in this Lease or the Equipment-or remove the Egoipmem 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 consem Lessee agrees not to assert against any assignee of Lessor any claim or defense Lessee may have 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 cane 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 therefote, an at its cgx=e. All such parts when furnished shall immediately become the property of Lessor and part of the Equipment for all purposes haul 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 Equ ip own, Lessee shall promptly pay Lessor (a) the amount of all rent and other amounts payable by Lessee hereunder with respect to such item doe 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 my sales aid on 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 fill replacement value 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 daunt 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 thered, and a clause specifying that no action or misr tation by Lessee shall invalidate such policy. Lessor shall be under no duty to ascertain the edsteoce of or to examine any such policy or to advise Lessee m the event any such polity shall not comply with the regmmment thereof In the event that Lessee has been permitted to self-insure, Lessee will furnish I.essor 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 eom mental United Stars as Iessar shall desigonte. Cessna shall pay all transportation and other expenses relating to such delivery. I& ADDITIONAL ACTION. Lessee will promptly execute and deliver to Lessor such further documents and tdz such hid= action as Lessor may request in order to more effectively carry out the intent and purpose of this Lease, mxhxhng the ewcatiam 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 co" of Lessee's latest animal 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 thererdles received shall be applied first to delinquent installments and then to current installments. 2o. 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 pedbrmed 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, 1 eot8 ization, adjustment of debt, or similar relief under the federal or state Bankruptcy Code or any other pureseett or On - n federal or stale 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 Iesso>'s damages suffered by reason of an Event of Default an 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 Iesse is uncertain, and therefore they agree that for purposes of this Section 21 wLemes Loss" as of any dale 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 dame, 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 iII 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 I.esWs Loss as of the date of such occurrence shall automatically be and beco®e 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 Lessees 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 r-mce or demand, and all rights of Lessee to use the Equipment shall terminate but Lessee shall be and remain liable as provided in ; Ns Section 21. Lessee shall at its expense promptly deliver the Equipment to Lessor at a location or locations within the co neural Jnned States designated by Lessor, Lessor may also ewer upon the premises where the Equipment is located and tube 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 Lessoes Loss is declared due and payable h=ander, provided, however, that. upon recovery of Lessees 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 dole Hader 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 determine. ,The proceeds of such sale or lease shall be, applied to reimburse Lessor for L.essoes 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 de6cieacy. 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 rem under such Tease. D. Lessor may recover interest on the unpaid balance of Lessor's Loss from date it becomes payable until fully paid at a raft of 8% 1eranuum E. Lessor may exercise any other right or remedy available to it by law or by agreement, and may in any event rtoorrier legal foes and other expenses incurred by reason of an Event of Default or to the exercise of any remedy licrem'dCF. mcbxfm expenses of repossession, repair, storage, tea oportaticm~ and &sposition' of the Equipment No remedy siven m cis section is intended to be exclusive, and each shall be c uninlative-bmrt only to the extent necessary to-permit Lessor to recover amounts for which Lessee is liable hereunder.'No express or implied waiver by I.es9or of any Event.of-Default shall constitute a waiver of any other Even of Default. 22. NOTICES. Any written notice hereunder to Lessee shall be deemed to have been given when delivered personally or deposited m, the United States mails, postage prepaid, 'addressed to I at its address set forth above or at such other address as, may be last (mown to Lesson 23. NET LEASE AND UNCONDITIONAL OBLIGATION. This Lease is a completely net lease and Lessee's obligation to pay the vent and amounts payable by Lessee under Sections 15 and 21 is 'unconditional and not subject to any abated reducda®, setoflE' our defense of any land except as expressly pwided herein. 24. PREPAYMENT. This lease and any related Supplement may be prepaid in whole, but not in part,. and on a mgalar payment date with forty-five (45) days written notice to Lessor; upon payment of the amount set forth as Termination. Value an the Exhrbta A attached to said Supplement. 25. NON.CANC ELLABLE LEA. This Lease cannot be canceled 'or terminated except as expresdy Provided 130milL 5 26. SURVIVAL OF DOEMNrIMS. Lessee's obligations under Sections 10 and 11 shall survive termination of this Lease. 27. MISCE .7 AmOUS. Any provision of this Lease which is unenforceable in an9 imisdiction shaU, as to jmisdkd m. be ine@'ec m to the extent of such nneat'inrc WmHty wiftm invalidating the remaining provisions of this lease, and any such unenfarceabr7ity m any jurisdiction shall not render uncaftcmble such provision in any other jmu is d m. This Lease shall m all respects be governed by, and conbmed in accordance with the substantive laws of the stare in which the Leroux is locMd. Dated: March 28, 2003 Lessee: Town of Avon, Colorado LAA.4L BY Its: Q~- Lessor. Wells F o Brokerage Services, LLC OA Its: bwestmeot Banker 6 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 400 Benchmark Road Avon, Colorado 81620 Supplement # 0900-006 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 March 28, 2003. 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 terns and conditions of this Supplement and the Master Lease. PROPERTY DESCRIPTION Quantity Serial Number - 1 1GDJK34J4YF485-248 2000 GMC Truck 1 1GTM3J8YF491557 2000 GMC Truck 1 1FDEX40S7XHB57010 1999 Metro Trans Bus Location of Property (if different from Lessee's address SCHEDU LE OF-AENT_ PAYMENTS Basic Rental Number Of . Advance Payments Payments . Payments Rent commencement date: March 28, 2603 2 @ $28,89734 &1@ 3 -0- $12,452.20 Term in months from rent commencement interest Rate First Payment Final Purchase Due Option Price 26 months 2.95% May 15, 2003 $1.00 Rental payment period (check one) ~1qN ~~t 1.80 Additional Provisions: LESSOR:Wells Fargo Brokerage Services, LLC By Its investment Banker Date March 28.2003 LESSEE: of no i By Its znr- Date March .2003 Refinance _ Town qt_ Avoo costs Funded Payment it 3 Payments Level Payment 568,451.80 2"%, 1 per year S12,452.20 2.950% Rate Fctr-181912 Commencement: Mar 28 2003 closing Fees Closing Date: Mar 23,2003 50.00 E:hiblt A Average Life .89 years Total Payment Interest Principal Wtv Payment After Pay~meat Payment Doe Pmt Due Payment Due Payment Due T Date Balance - _ Value 50.00 50.00 S68ASL80 Mat 28, 2003 1 528,897.34 S26&63 S23AU71 539,81&09 S40,M70 May 15, 2003 2 528,897.34 51,174.63" 527,722.71 512,095.39 512,220.02 May 15, 2004 3 Sl 2.20 5356.81 512,095.39 50.00 S1.00 M 15, 2005 FINAL PVRCIWIC OPTION PRICB: SL00 Csti;>r~ Dated as'ot 3 l 19'J CaLeamUvw Rell Combinedils 1/39/2003 3:34 PM Pam Lang - wells Fargo Brokerage Services DELIVERY AND ACCEPTANCE CERTIFICATE " TO: WELLS FARGO BROKERAGE SERVICES, LLC RE: GOVERNMENTAL LEASE-PURCHASE MASTER AGREEMENT DATED MARCH 28, 2003 AND SUPPLEMENT DATED MARCH 28, 2003 FOR: REFINANCE OF TWO 2,000 GMC TRUCKS AND 1999 METRO TRANS BUS 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 QD- (Title) March 28, 2003 (Acceptance Date) Lease No. 0900-006 INCUMBENCY CERTMCATE I, Q c do hereby certify that I am the duly elected or appointed and a Secretary/ ler of Town of Avon, a political subdivision or agency duly organized and exist-mg 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 (Il) such officers have the authority on behalf of such entity to eater into that certain Governmental Lease-Purchase Master Agreement dated March 28, 2003 and Supplement dated March 28, 2003 between such entity and Wells Fargo Brokerage Services, TTTT.E ~l N►~NC~ ~i~P fiC,FD~t. LLC (Lessor). A~~r i~ .~slald5 k-d IN WITNESS WIJXREOF, I have duly executed this certificate and affixed the seal of such entity hereto this i I - day of March, 2003. USE /CLERK Lease Na 0900.006 CERTIFICATE OF APPROPRIATION '5c * GZt' -.gV4-- , 1P % VCL r -e- Q -Z`e ab y` of Town of Avon ("Lessee"), hereby verify that 0 lease payments due by the Lessee under that certain Governmental Lease-Purchase Master Agreement dated as of March 28, 2003 and Supplement dated March 28, 2003 between the Lessee and Wells Fargo Brokerage Services, LLC as Lessor, for the fiscal year ending December 31, 2003, 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 tI41-% day of March, 2003. Lessee: Town of Avon, Colorado By Its T.~~~ V Lme Na 09004M LAW OFFICES DUNN & CAUSEY,. L.L.C. A UNITED LIABILITY COMPANY JOHN'W. DUNN INGA HAAGENSON CAUSEY CERTIFIED LEGAL ASSISTANT KAREN M. DUNN, CLAS WRITERS EMAIL: WHITE RIVER CENTER SUITE 201 so BENCHMARK ROAD POST OFFICE BOX 7717 AVON. COLORADO 81620 TELEPHONE: (970) 748-6400 FACSIMILE: (970) 748-8881 hig' c=.byh w =n jwd@dunncausey.com March 28, 2003 Wells Fargo Brokerage Services, LLC Public Finance 17,40 Broadway Denver, Colorado 80274 Ladies and Gentlemen: 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 March 28, 2003 ("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 Agreement and all terms and provisions thereof are authorized by the Constitution, law 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 tenrns 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 & C SEY, LLC John Dunn Co el for Lessee kem TOWN OF AVON, COLORADO ORDINANCE NO. 03-04 SERIES OF 2003 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.- ThelGovemmental Lease-Purchase Agreement between the Town of Avon and Wells Fargo Brokerage Services, LLC, together with Supplements, #0900- 005, 0900-00k,ind 0900-007, copies of which are attached hereto and incorporated herein, and the terns of the Agreement and the Supplements and Exhibits, 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 11 m day of February, and a public bearing on this ordinance shall be held at the regular meeting of the Town Council the 25" day of February, 2003, at 5:30 p.m. in the Council`Chambers, Avon Municipal Building, 400 Benchmark Road, Avon, Colorado. Mayor ATTEST: I u OF ISEAL ~ TTowkc-1-4 ~~IO R P~9 INTRODUCED, APPROVED, PASSED ON SECOND READING AND ORDERED POSTED THE 28TH DAY OF FEBRUARY. Mayor ATTEST: ,c ~L'!Ta ~0~c rD L iJ s Approved as to form: To - -Attorney 01113/03 i ACOSP. CERTIFICATE t LIABILITY INSURANC' 7 ! PRODUCER LIC 6N/A 1-303-757-5475 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION 'cZRsA ONLY AND CONFERS NO RIGHTS UPON THE CEREFICATE HLDER. THIS CERTIFICATE DOES 3665 thersy Creek North Drive ALTER THE COVERAGE AFFORDED BY T AMEND POLICIEXTEND LOW. Deaver, CO 80209 INSURERS AFFORDING COVERAGE INSURED Torn of Avan 400 Benchmark Road, Box 975 Avon, CO 81620 INSURER A: Laadm INSURER R- C33SA INSURER THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REOUIREMENT, 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. m l TYPEof BBURANCE PoLICtr NUMBER POLICY EFFECWVE POLICY EXPIRAW-M l LIMITS A GENERAL LIABILITY ALA 100066 01/01/03 01/01/04 EACH OCCURRENCE $ 5,000,000 7I COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (Arty one Tue) $5,000,000 X I CLAIMS MADE 71OCCUR MED EXP (A one omm S X 1$10= Si0 Aggregate PERSONAL 8 ADV INJURY $5,000,000 L 1 GENERAL AGGREGATE S % AdGAEGATE LIMIT APPLIES PER: GEN - I PRODUCTS - COMP/OP AGO S 5. 000, 000 ~ PRO- 7 = I LOC ' PPOCY JF A AU TOMOBILE LIABILITY ANY AUTO ALA 100066 01/01/03 01/01/04 COMBINED SINGLE LIMIT (E ) $1,300,000 ~ I ALL OWNED AUTOS I SCHEDULED AUTOS BODILY INJURY (Per Dew) S HIRED AUTOS NON-OWNED AUTOS (Per S I { PROPERTY DAMAGE omkwm $ GARAGE LIABILITY AUTO ONLY . EA ACCIDENT i ANY AUTO OTHER THAN EA ACC S I i AUTO ONLY: AGG S EXCESS LIABILITY I EACH OCCURRENCE $ ~I OCCUR 17 CLAIMS MADE AGGREGATE E 1 s DEDUCTIBLE I S I RETENTION S s WORKERS COMPENSATION AND ' WC SLI I OTH• 1 EMPLOYERS LIABILITY I El. EACH ACCIDENT 5 E.L. DISEASE • EA EMPLOY S I E.L. DISEASE - POLICY LIMIT E 8 IP property C iExcess Property i PR 01-2003 I 01/01/03 R21ID327569 i 12/31/02 01/01/04 1,000,000 01/01/04 I 500,000,000 195UWnUN VF UPERATIUMfLV4AI VAWYGnL-.LLW LAAft1UM ADDW UT ENDORSEMENTIOPECIAL PROVISIONS S RESPECTS TO TNO 2000 GNIC TRUCKS .GDJR34J4YF485248 AND 1GTKK33J8Yp491557 YI ORNEST INVESTHM SERVICE YNTHIA SLANSON USLIC SERVICE DIVISION 740 W ADNAY, 22D FLOOR ENVER, CO 80274-8733 am 25-S (7/97) ipacIlmry 919028 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION 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 50 SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR AUTHORIZED REPRESENTATIVE O ACORD CORPORATION 1988 ACORD. CERTIFICATE LIABILITY INSURANG__ DATE (M1131 003~I PRODUCER LIC iN/A 1-303-757-5475 THIS CERTIFICATE IS ISSUED AS A MATTER OF :NEORMATION CIRSA ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HDER. THIS DOES N 3665 Cberry Creek North Drive AT ER THE OVE GECA ORDED BYTHEPOPOLICIES BELOW. Denver, Co 80209 INSURERS AFFORDING COVERAGE 94SLMW INSURER A: Landmark American Insurance C=WMWV Town of Avon INSURER 8: CIRSA 400 Benchmark Road, am 975 INSURER C: Royal ljmdamaitI, Avon, Oo 81620 INSURER D: COVERAGES 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. Wt;A I TYPE of INSURANCE POLICY NIJINBERi POLICY EFFECTIVE POLICY EXPIRATION DATE (MMIDDIM ITS A GENERAL LIABILITY ALA 100066 01/01/03 01/01/04 EACH OCCURRENCE s 5, 000, 000 X I t~AAMERCIAL GENERAL LIABILITY FIRE DAMAGE (M one fm $5,000,000 8 CLAIMS MADE 17 OCCUR I MED EXP (Any one person s X 1$10m EGO Aggregate I PERSONAL & ADV INJURY $5,000,000 I GENERAL AGGREGATE s GENt AGGREGATE LIMIT APPLIES PER PRODUCTS - COMPIOP AGG $ 5,000,000 I POLICY LOC A AUTOMOBILE LIABILITY X ANY AUTO ALA 100066 01/01/03 01/01/04 (Ea 8= aaa®~ LIMIT (Ea oerW $1,500,000 1 ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per person) Ts I HIRED AUTOS I NON-OWNED AUTOS BODILY INJURY (Per ac~era) $ PROPERTY DAMAGE 1 I I I (Per acoftl) $ GARAGE LIABILITY I AUTO ONLY - EA ACCIDENT $ I ANY AUTO OTHER THAN EA ACC $ I AUTO ONLY: Ali $ EXCESS LIABILITY EACH OCCURRENCE $ P OCCUR L.__I CLAIMS MADE P I AGGREGATE $ I $ DEDUCTIBLE I $ RETENTION $ I s WORKERS COMPENSATION AND I WC STATU- TORY OTH EMPLOYERS' LIABILITY E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPL s EL DISEASE - POLICY LIMB S 8 I C P rop Property Excess Property PR 01-2003 R21ID327569 01/01/03 12/31/02 01/01/04 I 01/01/04 I 1,000,000 500,000,000 )ESCRIPTIGN OF OPERATIONS&OCATIOPWVEMa LLbIL CGLUbWN5 ADDED BY ENDORSEMENUSPECNL PROViGiWl6 we respects to lease agreement for Not la Equipment per Schedule I 'aloe: $294,320. ORNEST INVESTMENT SERVICES, INC. OBI SELF' OMMT PDBLIC FINANCE DIV. 740 BROIADMAX, 2ND FLOOR ENVER, CO 80274-8733 USA CORD 25-S (7/M jpa&M=Y 919026 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MALL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR AUTHORRED REPRESENTATIVE ® ACORD CORD. CERTIFICATE. JF LIABILITY INSURANuE .032 /0 PRODUCER LIC #N/A 1-303-757-5475 CIRSA 3665 Cherry Creek North Drive THIS CERTIFICATE IS 'ISSUED AS A MATTER OF INFORMATION . ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Deaver, Co 80209 INSURERS AFFORDING COVERAGE INSURED INSURER A: Landmark American Insurance Couipan_y Town of Avon INSURER B: CIRSA 400 Benchmark Road, Box 975 INSURER C: Royal Indemnity INSURER D: - Avon, CO 81620 INSURER E: COVERAGES THE"POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REOUIREMENT, 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 ANDCONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I TYPE OF INSUAANCE _ POLICY NUMBER POLICY EFFECTIVE T M I POLIA,, MMIDDIVY1 CY EXPIRATION Lam, A GENERAL LIABILITY ALA 100066 01/01/03 01/01/04 EACH OCCURRENCE $5,000,000 I X I COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (Any one In $ 5, 000, 000 X CLAIMS MADE F7 OCCUR perso) MED EXP (An ooe $ , X I $IOm E60 Aggregate _ PERSONAL 8 ADV INJURY 1$5;P00,000. GENERAL AGGREGATE $ GEN1 AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 5,000,000 ~I POLICY F7 PR0 LOC A AUTOMOBILE maurY ALA,100066 01/01/03 01/01/04 COMBINED SINGLE LIMIT $ 1, 500, 000 8 ~ ANY AUTO (Ea amdem) ALL OWNED AUTOS BODILY INJURY $ I SCHEDULED AUTOS (Pm Pew) HIRED AUTOS BODaY INJURY $ NON-OWNED AUTOS I (Per aokm) P DAMAGE PROP $ ~ ( GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ I AUTO ONLY: AGG $ EXCESS LIABILITY EACH OCCURRENCE $ 7 CLAIMS MADE ~ OCCUR AGGREGATE $ 1 i DEDUCTIBLE $ I RETENTION $ I s I TUS I OTH ' I WC STA WORKERS COMPENSATION AND LIM IS EMPLOYERS' LIABILITY E.L EACH ACCIDENT 5 E.L. DISEASE - EA EMtqYEq $ E.L. DISEASE - POLICY LIMB E " IOTHER B Propperty PR 01-2003 01/01/03 01/01/04 1,000,000 C I Excess Property R21ID327569 12/31/02 01/01/04 500,000,000 DESCRIPTION OF OPERATK)NSILOCATIONSNEHICLESIEXCLUSK)NS ADDED BY ENDORSEMENTISPECIAL PROVISKNiS Certificate Holder is Additional Insured and Lose Payee. As respects to Lease #0900-006 for two 2000 GMC Trucks and 1999 Metro Trans Bus. CERTIFICATE HOLDER I x I ADDITIONAL INSURED: INSURER LETTER: CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Wells Fargo Brokerage Services 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 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR 1740 Broadway; MAC C7300-011 REPRESENTATIVES. Denver, ,CO 80274 I AUTHORIZED REPRESENTA7IVE4 USA ~ ACORD 25-S (7197) sshoemaker O AWFID GONFURA I IAn T WOO 999892 F=e8038-GC pr..aYam opwumw ei soTmaj rood mw. todo t Infs. don Re1Lm for SmW Taos-Exempt GovemmenW Bond bs m% I sasea, and Irotdmm t Sales ► Under h>eerrrd Revarrrie Code asdion 1") 8 the iwA price of to imm is S1oo.wo or COPY Part 1 Repordng Aufhorlty cm& bmYAmended Rdum ► p I buds name Tarn of Avon 2 bum% e■pisl IdeadlNa -1 r 1 1 8443711088 i mMa>aer and sbaet for P.O. ban fi sag Is not daerar ed to abed MONO RoodittMs 400 Benchmark Road t w tosm, or pod of im sbrd and ZIP code 4 Report numbor Cdwodo 81820 Avon OC' , i Naare and ow d of icer or lew spasm I whom them mayd far sera Mdarmaaen 7 Telspirsrs number of offlar or legal represad0m germ wdaht. Fhmrroa DBsdor OC. g?W454000 Part U Descripflon of Oli Mime (Cheek It reporfbq: a $b ob bane ® ar an a cormoee•rnd bads O a A been price of the obipsonN pN Mdnmd * as S88.451 M b bens dad (eiM ft bean) or alardr year (eanmoNdM4 pap bratructlorri ► I Asarrat of the reported obBgsaonN on Bas ft: a Uaad lb r 10, prior bsuspt b Paprosondng a ban from In proceeds of anotlrr t o-ato pt oblgstloa OLS, band bony eb 10 a the iswor has 11 19 an bean under aeetbn 2e16(b("oo (sad bur acepeo4 cheek this box ► 111 may obigdon Is In the form of a lees ar IM9ersnt sale. dank &k bey ► 12 ff the bur has elected m pay a pamlyr a Bu of aabftp Mate, elnek thle t ►13" plasse d pen I deeasw the I new ssaMnd gds roan 0; aomaps;;i ' Zodiin and setetmwa, end to fw best d my -19 end b" nq.s fto and °ee'pbm . "r. ~'QQL %Ira 3 cne j:'* .mm No. ► Issuers arrarorleed Date ►7ype or and title Dad RECEIVED U co N M AR s 1 2003 OGDEN, UT_ j I IUIL V\..\. LYtaU lIAIWlt r G 1 Vl L Filed Electronically with a FileUCC User:2384 Session ID395101 E-FileUCC ID: 50946 Filing Type: UCC-1 Financing Statement County Code: 99 Reception Number. 2003FO33313 Date/Time Filed At 03/31/2003 09:09:04 County Debtors Name Town of Avon Tax ID 840771088 Org ID Org Jurisdiction CO Org Type Town Street 400 Benchmark Road City Avon State CO Zip 81620 Secured Parties Name Wells Fargo Brokerage Services, LLC Street 1740 Broadway, MAC C7300-011 City Denver State CO Zip 80274 Assigned Parties UCC Products Code 40 - Equipment - 2-2000 GMC Trucks, 1999 Ford 350,1999 Metro Trans Bus & SOOMHZ Radio System (#0900-006) EFS Products bttp:llwww.e-Sleucc.coralStatementPrint.cfin?username=23S4&sessionID=395101 &sess... 04102/2003 UCC FINANCING STATEMENT Follow Instructions (front and back) Carefully A NAME & PHONE OF CONTACT (Optional) B. SEND ACKNOWLEDGEMENT TO: (Name and Add-) [ Wells Fargo Brokerage Services, LLC Attn: Cindy Slawson 1740 Broadway - MAC C7300-011 Denver, Colorado 80274 [ l ABOVE SPACE FOR FnxgG OFFICE USE ONLY 1. DEBTOR'S EXACT FULL LEGAL NAME: Insect only erne debtor name la or Ib - do not abbreviate or combine names la. ORGANIZATIONS NAME Town of Avon OR lb. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFTK la MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 400 Benchmark Road Avon CO 81620 USA id. TAX ID SSN OR EIN A~ L INFO le TYPE OF IL NRIDDICTION OF ORGANIZATION Ig ORGANIZATIONAL ID Tf any (OPTIONAL: NOT REQUIRED) ORGANErATIO N ORGANIZATION ®NONE DEBTOR 84-0771088 Z ADDITIONAL DEBTOR'S FULL LEGAL NAME - Insert only one debtor name (za or zb) - do not amcvwc or comome names 2a. ORGANIZATIONS NAME OR 'S LAST FIILS f NAME MIDDL CITY STATE NAME 2d. TAX ID SSN OR EIN ADD'L 1NF0 RE 2e. TYPE OF 2f. IURIDDICTION OF ORGANIZATION zg ORGANILAI IUNAL LU v. u any (OPTIONAL: NOT REQUUM) O "ON ORGANIZATION DEBTOR C1 NONE 3. SECURED PARTY'S NAME (or NAME ofTOTAL ASSIGNEE of ASSIGNOR SIP) - insert only MN sensed party name (3a or 3b) 3a ORGANIZATIONS NAME OR Wells Fargo Brokerage Services, LLC 3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 3c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 1740 Broadway, MAC C7300-011 Denver CO 80274 USA 4. This FINANCING STATEMENT covers the followuig collateral: Two 2000 GMC Trucks, 1999 Ford 350, 1999 Metro Trans Bus and Motorola 800MHZ Radio System (0900-006) 5. ALTERNATIVE DESIGNATION (rf appbmbk): O tLESSFn -%O O CC¢NEGNEE/CONSIGNOR O/BAILOR 0 SELLER/BUYER O AG LIEN 0 NON•110C FILING 6. ❑ This FINANCING STATEMENT is to be Sled (for record) in the REAL 7. Check to REQUEST SEARCH REPORT(S) on Debt-(s) (Optional) ESTATE RECORDS 11 An na*- ❑ Debtor I ❑ Debtor 2 NATIONAL UCC FINANCING STATEMENT (FORM UCCI) (REV. 07/1/01 Public Finance Wells Fargo Brokerage Services, LLC Cynthia M. Rawson Investment Banker 1740 Broadway, MAC: C7300-011 Denver. Colorado 80274 April 4, 2003 .Scott Wright _ Town of Avon, 400 Benchmark Road Avon, Colorado 81620 Re: -Paymentlnstructions for Lease No., 0900-007 - Dear Scott: ,Enclosed are, the Notice of Assignment,, Certificate of Lessor, Payment Request Forms and documents for the above-referenced lease. . The first payment is due March 28, 2004 and annually thereafter. We will invoice you approximately 30 days in advance of your payment due date. If you, have questions related to the invoicing or status of your payments, please contact Mary Webster, of WFBS Lease Accounting at (800) 835-2265, extension 6-1181. The mailing address for your payments will be: Wells Fargo Brokerage Services, LLC NW-8210 P.O. Box 1450 Minneapolis, MN -55485-8210 If you have questions regarding disbursements/vendor payments out of the escrow account, please contact Cindy Slawson at (303) 863-6409. We would ask that you forward your next annual financial statement (audited, if available), when completed, as well as annually therea. ter until the lease is paid off. ,Please`have Wells Fargo Brokerage Services, LLC, 1740 Broad mv, M4 C C7300-0I1, Denver, Colorado 80274 named as lienholder on vehicle title. Thank you for selecting Wells Fargo for your financing. We appreciate your business and look forward to serving you. Sincerely, ~I Cytrthia Slawson Investment Banker Enclosures Wells Fargo Public Finance, (WFP)9 bankers are registered representatives of Wells Fargo Brokerage Services, LLC, or Wells Fargo Institutional Securities, LI,C, brokerage affiliates of Wells Fargo & Company and members of the NASD and SYC. Investments: a NOT FDIC ii=ed a May lose value o No bank- guarantee _ CERTIFICATE OF LESSOR 1. Town of Avon, Colorado (the "Lessee") and Wells Fargo Brokerage Services, LLC (the "Lessor"), have entered into a Governmental Lease Purchase Master Agreement Lease No. 0900-007 dated as of March 28, 2003 and Supplement dated March 28, 2003, (the "Agreement" or the "Master Lease"). 2. The Lessor certifies and declares that the aggregate principal amount . of this transaction does not exceed $1,000,000. 3. The Lessor understands that such a primary offering of municipal securities is exempt from the provisions of SEC Rule 1-5c2-12 (The "Rule") by reason of the provisions of paragraph (a) thereof which provides an exemption for primary offerings of municipal. securities with an aggregate principal amount of less than $1,000,000. 4. The Lessor understands that the Lessee will be relying upon this certification to demonstrate the exemption of the Master Lease from the provisions of Rule 15c2-12 and that, as a result of this exemption, the Lessee will not be required to comply with the information reporting or event reporting requirements of the Rule. Dated: April 4, 2003 WELLS FARGO BROKERAGE SERVICES, LLC By: Its: Investment Banker Y NOTICE OF ASSIGNMENT Wells Fargo Brokerage Services, LLC, "Lessor," has assigned to Stuart G. Riflan, Greenwood Village, Colorado, United Nebraska Bank, Grand Island, Nebraska and. First Natinal Bank, Lamar, Colorado "Assignee,", all of the Lessor's right, title, and interest in the Governmental Lease Purchase Master Agreement Lease No. 0900-007 dated March 28, 2003 and Supplement dated March 28, 2003 between the Lessor and Town of Avon, Colorado the "Lessee." Wells Fargo will act as agent and servicer for' the assignee; . therefore, all contract administration and rent payments due during the term of the lease should continue to be directed to: Wells Fargo Brokerage Services, LLC.. - , NW-8210 P.O. Bog 1450 - Minneapolis, MN 55485-8210 Dated as of April 4, 2003 Lessor: Wells Fargo Brokerage Services, LLC By: .two Its: Investment Banker PAYMENT REQUEST FORM The Lessor is hereby requested to pay from the Escrow Fund, established as of March 28, 2003 by Wells Fargo Brokerage Services, LLC ("Lessor") to the person or corporation designated below as Payee, the sum set forth below, in payment of the property cost described below and as evidenced by the attached invoice(s). The amount is due and payable under the invoice of the Payee with respect to the property and has not formed the basis of any prior request for payment. Wells Fargo must approve this payment request prior to disbursement of funds. PAYEE: Remit Address if other than Town of Avon AMOUNT: $ LEASE NO. 0900-007 DESCRIPTION OF PROPERTY COST ITEM: DATED: LESSEE: Town of Avon, Colorado By: Its: Wire Instructions for Payee (if applicable) Bank Name Acct# Acct Name ABA/Routing# Other Wells Fargo Brokerage Services, LLC 1740 Broadway, MAC-07300-011 -Denver, Colorado 80274 (303) 863-4895 (fax) Cindy Slawson (303) 863-6409 PAYMENT REQUEST FORM The Lessor is hereby requested to pay from the Escrow Fund, established as of March 28, 2003 by Wells Fargo Brokerage Services, LLC ("Lessor") to the person or corporation designated below as Payee, the sum set forth below, in payment of the property cost described below and as evidenced by the attached invoice(s). The amount is due and payable under the invoice of the Payee with respect to the property and has not formed the basis of any prior request for payment. Wells Fargo must approve this payment request prior to disbursement of funds. PAYEE: Remit Address if other than Town of Avon AMOUNT: $ LEASE NO. 0900-007 DESCRIPTION OF PROPERTY COST ITEM: DATED: Wire Instructions for Payee (if applicable) LESSEE: Town of Avon, Colorado By: Bank Name Acct# Acct Name Its: ABA/Routing# Other Wells Fargo Brokerage Services, LLC 1740 Broadway, MAC-07300-011 Denver, Colorado 80274 (303) 863-4895 (fax) Cindy Slawson (303) 863-6409 PAYMENT REQUEST FORM The Lessor is hereby requested to pay from the Escrow Fund, established as of March 28, 2003 by Wells Fargo Brokerage Services, LLC ("Lessor") to the person or corporation designated below as Payee, the sum set forth below, in payment of the property cost described below and as evidenced by the attached invoice(s). The amount is due and payable under the invoice of the Payee with respect to the property and has not formed the basis of any prior request for payment. Wells Fargo must approve this payment request prior to disbursement of funds. PAYEE: Remit Address if other than Town of Avon AMOUNT: S - LEASE NO. 0900-007 DESCREMON OF PROPERTY COST ITEM: DATED: LESSEE: Town of Avon, Colorado By: Its: Wire Instructions for Payee (if applicable) Bank Name Acct# Acct Name ABA/Routing# Other Wells Fargo Brokerage Services, LLC 1740 Broadway, MAC-C7300-011 Denver, Colorado 80274 (303) 863.4895 (fax) Cindy Slawson (303) 863-6409 COPY 0900-00-5- 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. l.,eSS,or hereby agrees to lease to Lessee, and lessee hereby agrees to lease from Lessor, the personal property. desml)ed 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 berm 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 hercK that the Equipment is necessary for the governmental functions of Lessee, and that Lessor is neither the manufacturer nor a dealer or membant 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 (berm 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 rant 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-afr, defense, counter claim or recoupmem 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 frmds 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 fiords 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 caurrent appropriation period, whichem'is lamer, return the Equipment to Lessor at Lessee's expense and thereupon be released of its obligation to make all rectal payments to Lessor due thereafter, provided; (i) the Equipment is returned to Lessor freight prepaid and insured to any location in the col Ummed 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, Q the foregoing notice states the failure of the legislative body or finding aadwrhy to approlttiame the necessary finds as reason for cancellation, and (iii) the notice is accompanied by payment, of all amounts then doe 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 peelo®e 1 through the use of the Equipment, or to obtain from any source the services or mformation 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 essennally 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 cane 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 resoles of its governing body (which resolution, if requested by Lessor, is attached hereto) to execaute 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 enforceabrti"ty of this Lease, and Lessee has complied with such public bidding requirements, if any, as may be applicable to the transactions cou=platad 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 iaoome taxes under Section 103 (a) of the lnternal 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 P cc 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 5nancal institsmons. 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 disdaims any reliance upon any statements or representations made by Lessor. LESSOR MAKES NO WARRANTY WITH RESPECT TO THE EQUIPMENT, EXPRESSED OR P-10PLIED, AND LESSOR SPECIFICALLY DISCLAIM ANY WARRANTY OF MERC IIANTABILIIY 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 cam 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 hoe of all daims and liens other than the rights of Lessee hereunder and claims and liens created by or arising through Lessor. Thee FAu4mm of shall remain personal property regardless of its attachment to realty, and Lessee agrees to take such action at its F ; F 1 e 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 segue the performance of all Lessee's obligations bereunder, Lessee hereby grants to Lessor a security interest constituting a first lien on the Equipment and on all addons, ate, repairs, replacements and modifications thereto or therefor, including all after-acquired Equipment of Lessee, and on any proceeds therefrom Lessee agrees to exetaute or deliver such additional documents, including, without limitation, financing states, opinions of counsel, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems wry or appropriate to establish and maintain its security interest in the Equipment or for the confirmation or perfection of this Lease and Iessoes rights hereunder. Lessor is hereby authorized to file financing statements signed only by Lessor in accordance with the Umf' orm 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 bereafter 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. 1NDE INI TY. Lessee hereby indemnifies and agrees to save Lessor harmless from any and all liability and expense arising art 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, stria 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 liabulity 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 a lien arising through Lessee to exist on or against any interest in this Lease or the Equipment or remove the Equipmo fmm 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 bave 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 fwmish all parts and services required therefore, 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 fray 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 W 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." become the property of Lessee, Lessar will transftr to Lessee, without 'recourse or warranty, all of Lassoes 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 raced 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 M replacement value of the Equipment or the amount stated, in the Supplement or as 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 ar . I Is required herein, naming Lessor as an additional insured thereunder for the liability coverage and as loss payee for the property damage coverage. Each smelt policy shall be in-such form and with such insurers as may be satisfactory to Lessor, and shall contain a datrse requiring the insular to give to Lessor at least 10 days prior written notice of any alteration m the terms of such policy or the cancellation thereat' and a clause specifying that no action or misrepresentation by Lessee shall invalidate such polity. 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-insane, Lessee will fivmsh L,GSgor with a letter or certificate to such effect. 17. RETURN OF THE EQUIPMENT. Upon the expiration or earlier termination of this I.ease , 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 "goste. l=essoe shall pay all transportation and other expenses relating to such delivery. 19. ADDMONAL 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 execu im 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 S days theeeuner, Lessor may impose a late charge of up to 5% of the amount of the installment bait in any event not more than permitted by applicable law. Payments thereafter received shall be applied first to delinquent installments and then to current installmen. 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 her-cundcr and the continuance thereof for 10-calendar days following written notice thereof by Lessor to Lease,- (c) any warranty, representation statement made or famished 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 liqutidatioa, won, fimtie federal or state adjustment of debt, 4'similar relief under the federal or state Bankruptcy Code or any other presses or banlmiptcy 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 Lassoes 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 "L.essoes Lass" as of any date shall be the sun 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 Supplemeat_ Upon the occurrence of an Event of Defauh 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 Defaoh specified in Section 20 (d), an amount, equal to Lessoes 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 Lessoes 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 witl>art,f giber 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 Ixssar at a location or locations within the couthmmul 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 Ibis Lase' or to. recover, for, breach of this Lease, Lessor's Loss as of the date Lessor's Loss is declared due and payable heretmdor, provided, howem, 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 dance (C, D, E) below. C. In the event Lessor repossesses the Equipment, Lessor shall either retain the Equipment in fall salisf icoion 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 Lessoes Loss and any additional amount die 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 Tease. D. Lessor may recover interest on the unpaid balance of Lessor's Loss from date it becomes payable until filly paid at a rite of 8% per an>>m. E. Lessor may exercise any other right or remedy available to it by law or by agreement, and may in any even recover legal fees and other expenses incurred by reason of an Event of Default or to the exercise of any remedy hereandff, including 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 Defanht sball 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 m 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 Leswe's obligation to pay the rent and amounts payable by Lessee under Sections 15 and 21 is unconditional and not subject to any abatemen't' redactim 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 Valve on the Exhibit' A attached to said Supplement. 25. NON-CANCEL LABL-E LEASE. This Lease cannot be canceled or terminated except as expressly provided herein. 5 26. SURVIVAL OF roEmNM ES. Lessee's obligations under Sections 10 and 11 shall survive termination of this Lease. 27. WSC~Li.ANEOUS. Any provision of this Lease which is nneafomceable in any juri-~dic:ian sha11, as to jmisdiaia4 be ineffective to the extent of stub uneafomeabnq without invalidating the remaining provisions of this lease, and any such unenfomeability in a.y jurisdiction sMU not render unenforceable such provision in any other jwisdic cw 7bis Lease shall in all respects be governed by, and conscued in accordance with the substantive laws of the state in wbkh the Lessee is located. Dated: March 28, 2003 Lessee: Town of Avon, Colorado * Lti By: Its: Lessor. Wells F o Brokerage Services, LLC BY. ~ . A''►" Its: Investment Banker 6 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 400 Benchmark Road Avon, Colorado 81620 Supplement # 0900.007 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 March 28, 2003. Upon the execution and delivery by Ixssor and Lessee of this Supplement, Lessor hereby agrees to lease to Lessee, and Lessee hereby agrees to lease from Lessor, the Property descn'bed below upon the terms and conditions of this Supplement and the Master Lease. PROPERTY DESCR717ION Quantity Serial Number l cLd os sN P Asa ss p Brea r+ Street Sweeper 1 Snow Plow 1 ~a o S I l 3 o ca Bob Cat Location of P roperty (if different from Lessee's address SCHEDU LE OF RENT PAYMENTS Basic Rental Payments Number Of Payments Advance Payments Rent commen cement date: March 28, 2003 $56,794.15 7 -0- Term in months from rent commencement Interest Rate First Payment Due Final Purchase Option Price 84 months 4.15% Nlarch 29, 2004 $1.00 Rental payment period (check one) ® Annuli FINANCE AMOUNT': $339,000.00 AL RENT: $397,559-05 Additional Provisions: LESSOR: Wells Fargo Brokerage Services, LLC By L? .-t[ • l w.2c~•L Its vestment Banker Date March 28 2003 Road Egnlpment Town of Avon . Exh ibit A , Costs Fended Payment le -7 Payments Level Payment Average Life $339,000.00 .4.150% 1 per year S56,794.15 yearn 4.16 4.150% Rate 10,etr-.16753-4 50.0- Commencement: Commencement: Mar 28, 2003. closing Fees Closing Date: Mar 28 2003 S0.00 - t - - Interest - P~ iPel After Payment After Payment Payment Doe Total Paymen principal Termination D ft Pmt it- Payment Doe Paypeat Doe a , - - Balance Valise 50.00 50.00 5339,000.00 Mar 28, 2003 1 556,794:15 514,068.50 542,725.65 5296,274.35 5301,639.10 Mar 28, 2004 2 556,794.15 512,295.39 $44,498.77 5251,775.58 S255,703.95 Mar 28, 2003 3 " $56794.15 510,448.69 546,343.47 5205,430,12 S2OV13.14 Mar 28, 2006 4 556794.15 58,525.35 $48,268.80 $157j6L31 5158,813.14 Mar 28, 2007 S S56,7KIS S6 522.19 -SSO,27L96 5106,889.36 5107,736.26 Mar 28; 20M 6 556,794.13 54,43531 S52AM.24 SUML11 554,820.61 Mar 286 2009 7 S56 794.15 S2 63:04 - - S54,91.11 _ " SO.00 51.00 Mar 23, 2010 C..UAases%Avon New Money 7 yr xls 1/33/200310:50 AM Pam Lang. Wells Fargo Brokerage Services INCUMBENCY CERTIFICATE do hereby certify that I am the duly elected or - P,-JZ , L appointed an a g Secre 1 of Town of Avon, a political subdivision or agency duly organized and existing under the Jaws 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 March 28, 2003 between such entity and Wells Fargo Brokerage Services, LLC (Lessor). -KAU I sue C)F E- TITLE M~ pe 0-H IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such entity hereto this %'T* day of March 2003. SE tY/CLERK Lease Na 0900.007 DELIVERY AND ACCEPTANCE CERTIFICATE TO: WELLS FARGO BROKERAGE SERVICES, LLC RE: GOVERNMENTAL LEASE-PURCHASE MASTER AGREEMENT DATED MARCH 28, 2003 AND SUPPLEMENT DATED MARCH 28, 2003 FOR: STREET SWEEPER SNOW PLOW AND BOB CAT 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, $339,000.00 are not completely disbursed by, September 28, 2003 the LEASE may become subject to the investment and rebate (i_e., arbitrage) provisions of IRS Code Section, 448 and we will comply with all reporting and, if applicable, rebate requirements thereto. Lessee: Town of Avon, Colorado BY: March 28, 2003. (Acceptance Date) (Title) Lease No. 0900-M JOHN W. DUNN INGA HAAGENSON CAUSEY CERTIFIED LEGAL ASBIBTANT KAREN M. DUNN, CLAS WRITERS EMAIL: LAW OFFICES DUNN & CAUSEY, L.L.C. A LIMITED LIABILITY COMPANY WHITE RIVER CENTER SUITE 201 90 BENCHMARK ROAD POST OFFICE 8OX 7717 AVON, COLORADO 81620 i-d@dunncauwy.c0m March 28, 2003 Wells Fargo Brokerage Services, LLC Public Finance 1740 Broadway,, , Denver, Colorado 80274 . Ladies and Gentlemen: TELEPHONE: (970) 748-6400 FACSIMILE: (970) 748-8881 highcounbyi-=- 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 March 28, 2003 ("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, -1 am of the opinion that: 1) Lessee is apolitical 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 Agreement and all terms and provisions-thereof are authorized by the Constitution, law 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 tennis 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 ano'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 Co%sel for Lessee kern Wells Fargo Brokerage Services, LLC 1740 Broadway, MAC C7300-011 Denver, Colorado 80274 Wells Fargo e.okerage seevices, ut 1-8004444823 Ext. 6409 ESCROW AGREEMENT THIS ESCROW AGREEMENT, dated as of March 28, 2003, by and between Town of Avon, a political subdivision duly created and existing under the laws of the State of Colorado (the "Lessee"), and Wells Fargo Brokerage Services, LLC, with its principal office, domicile and post office address located in Minneapolis, Minnesota, (the "Lessor" or "Escrow Agent"). WIdEREAS, the Lessee and Lessor have entered into a Governmental Lease-Purchase Master Agreement dated as of March 28, 2003 and Supplement dated March 28, 2003 (the "Lease"). The lease provides for the lease by the Lessor to the Lessee of certain Street Sweeper, Snow Plow and Bob Cat described in the Supplement to the Lease (the "Equipment"); and WHEREAS, the Lessor will provide for the acquisition of the Equipment, the sum of $339,000, to be available in periodic draws for the payment of the costs of the acquisition of such Equipment; and WHEREAS, the Lessor and the Lessee now desire to provide for the safekeeping and invesanei t of such monies advanced by the Lessor pending disbursement for acquisition of the Equipment and for the procedures in disbursing such monies for the acquisition of the Equipment; 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 fiord 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 March 28, 2003 deposits into the Escrow Fund the sum of $ {c(,,, 0-,S-e 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 by law. 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 the Equipment. 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 Wells Fargo Funds U.S. Government Money Market Fund at Wells Fargo Brokerage Services, LLC, and it will earn interest at the daily rate established by Wells Fargo Funds. 5. The Lessor sha,. wsburse funds from the Escrow Fund upon ,.,.reipt 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 Equipment 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 Equipment. The Lessor has no duty to ascertain the correctness of any documents submitted in connection with any direction to disburse funds. 6. Upon malang 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 $339,000 Roan the date that such amount was deposited pursuant to this Agreement until the date of payment by the Lessee at the rate established in Wells Fargo Funds, pursuant to the terms of Section 4 of this Agreeme t; 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 is 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 March, 2003. 2 TOWN OF AVON, COLORADO AS EE By: Its: WELLS FARGO BROKERAGE SERVICES, LLC AS ESCROW AGENT/LESSOR By: J- A . Its: Investment Banker Lease Na 0900-007 An investment in Wells Fargo Money Market Funds (the Funds) is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Funds. Wells Fargo Bank, NA, and certain of its affiliates provide investment advisory, sub-advisory and/or shareholder services for the Wells Fargo Funds. The Funds are sponsored and distributed by Stephens Inc., Member NYSE/SIPC. Wells Fargo & Company, Wells Fargo Bank, NA., and their affiliates are not affiliated with Stephens Inc. For more complete information about the Wells Fargo money market mutual funds, including fees and expenses that apply to a continued investment in the Funds, obtain a current prospectus by contacting your Wells Fargo Public Finance representative. Please read the prospectus carefully before investing. Wells Fargo Brokerage Services, LLC (member NASD/SIPC/Chicago Stock Exchange) is a brokerage affiliate of Wells Fargo & Company. Non-deposit investment products offered are not FDIC insured, are subject to investment risk, including loss of principal, and are not guaranteed by a bank unless otherwise specified. 3 TOWN OF AVON, COLORADO ORDINANCE NO. 03-04 SERIES OF 2003 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. The Governmental Lease-Purchase Agreement between the Town of Avon and Wells Fargo Brokerage Services, LLC, together with Supplements #0900- 005, 0900-006, and 0900-007, copies of which are attached hereto and incorporated herein, and the terms of the Agreement and the Supplements and Exhibits, 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 I Vh day of February, and a public hearing on this ordinance shall be held at the regular meeting of the Town Council the 25 h day of February, 2003, at 5:30 p.m. in the Council Chambers, Avon Municipal Building, 400 Benchmark Road, Avon, Colorado. Mayor ATTEST: OF 'SF A Id t To Cle - 40LOHP '3 INTRODUCED, APPROVED, PASSED ON SECOND READING AND ORDERED POSTED THE 28' DAY OF FEBRUARY. I)i ~ b -.V-02 tjL Mayor ATTEST: To Cl 1 • .a A Approved as to form: To Attorney AOR_®~, CERTIFICATE ,~F LIABILITY INSURANCE DATE PRODUCER LIC #N/A 1-303-757-5475 CIRSA 3665 Cherry Creek, North Drive THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND,_ EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES-BELOW. Denver, CO 80209 INSURERS AFFORDING COVERAGE INSURED INSURER A: Landmark American Insurance Company Tom of Avon INSURER B: CIRSA 400 Benchmark Road,_.-Box 975 INSURER C: Royal Indemnity Avon CO 81620 INSURER D. , INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING' ANY REOUIREMENT, 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. MSR I - TYPE OF INSURANCE _ POLICY EFFECTIVE I POLICY EXPIRATION POLICY NUMBER LIMITS A GENERAL LIABILITY !ALA 100066 01/01/03 01/01/04 EACH OCCURRENCE Is 5, 000, 000 ' X 1 COMMERCIAL GENERAL LIABILITY i i FIRE DAMAGE (An one Ice) E 5, 000; 000 X I CLAIMS MADE OCCUR I MED EXP (A one pe n E X $10m E30 Aggregate I i I PERSONAL a ADV INJURY IS 5, 000, 000 • I i GENERAL AGGREGATE E GENI AGGREGATE LIMIT APPLIES PER PRODUCTS - COMPIOP AGG $ 5, 000, 000 RO- I LOC I POLICY [-I P JECT A i AutplNpeILELIAeILIrY Xi ANY AUTO IALA 100066 I 01/01/03 01/01/04 I COMBINED SINGLE LIMB • (Ea academ) $1,560,000 - ALL OWNED AUTOS I SCHEDULED AUTOS F I I BODILY INJURY (Per person) , E _ HIRED AUTOS NON-OWNED AUTOS I BODILY INJURY (Per LY) y PROPERTY DAMAGE (Per a= denq E GARAGE LIABILITY I i AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC S AUTO ONLY: AGG - - $ CESS LIABILITY I Ln I EACH OCCURRENCE I s - OCCUR CLAIMS MADE I AGGREGATE $ S DEDUCTIBLE I S RETENTION $ I I I s WORKERS COMPENSATION AND I I WC STATU I 0TH TORY LIMITS E EMPLOYERS' LIABILITY E.L. EACH ACCIDENT E E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE -POLICY LIMIT . .E B (Property IPR 01-2003 C !Excess Property IR2BD327569 I I 01/01/03 12/31/02 01/01/04 I 01/01/04 1,000,000 500,000,000 DESCRIPTION OF OPERATIONS/LOCATIONSIVEHICLEVEXCL SKk6 ADDED BY ENDORSEMENTISPECIAL PROVISIONS :ertificate Bolder is Additional Insured and Loss Payee. I.IS respects to Lease #0900-007 for. Street Sweeper, Snow Plow and Bob Cat. !Y cells Fargo Brokerage Services -ublic Finance Division .740 Broadway, MAC C7300-011 renver, CO 60274 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION 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 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR AUTHORIZED REPRESENTATIVE USA QC.t ACORD 25-S (7/97) sahoemaker 999887 O TION r'rmt uuL; statement Filed Electronically with e-FileUCC User:2384 Session ID:395101 E-FileUCC ID: 50945 Filing Type: UCC-l Financing Statement County Code: 99 Reception Number. 2003FO33312 Date/Time Filed At County 03/31/2003 09:07:39 Debtors Name Town of Avon Tax ID 840771088 Org ID Org Jurisdiction CO Org Type Town Street 400 Benchmark Road City Avon State CO Zip 81620 Secured Parties Name Wells Fargo Brokerage Services, LLC Street 1740 Broadway, MAC C7300-011 Citv Denver State CO Zip 80274 Assigned Parties UCC Products Code 40 - Equipment - Street Sweeper, Snow Plow & Bob Cat (#0900-007) EFS Products rage L 01 L httpJ/Www.e-fiileucc.corn/StatementPrint.cfin?usemame=2384&sessionID--395101 &sess... 04/02/2003 a UCC FINANCING STATEMENT Follow Instructions (front and back) Carefully A NAME & PHONE OF CONTACT (optional) B. SEND ACKNOWLEDGEMENT TO: (Namc and Add-) [ Wells Fargo Brokerage Services, LLC ] Attn: Cindy Slawson 1740 Broadway _ MAC C7300-011 Denver, Colorado 80274 1. DEBTOR'S EXACT FULL LEGAL NAME: Insert only Rm debtor name la or 1b)- do not abbreviate or combme names 1 a ORGANIZATIONS NAME Town of Avon OR 1b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 1 a MAILING ADDRESS CITY STATE POSTAL CODE COUN7 y 400 Benchmark Road Avon CO 81620 USA Id TAX ID SSN OR EIN pDD'L DM RE '1&lym OF If. RJRMDIC730N OF ORGANIZATION IS ORGANIZATIONAL ID If any (OPTIONAL: NOT REQUIRED) ORGANIZATION DEBTOR 1 ORGANIZATION ®NONE 84-0771088 7 ADDITIONAL DEBTOR'S FULL LEGAL NAME - Insert only sus debtor name (2a or 2b) - do not abbreviate or combme naitxs 2a. ORGANIZATIONS NAME 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 WFO RE 2c. TYPE OF 2f. RMMDIC73ON OF ORGANIZATION 2g ORGANIZATIONAL ID If any . (OPTIONAL: NOT REQUIRED) ORGANIZATION DEBTOR ORGANIZATION ❑ NONE 3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR SIP)'- inset only j2& secured ley nam (3a or 3b) 3a. ORGANIZATIONS NAME Wells Fargo Brokerage Services, LLC OR 3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 3c. MAILING ADDRESS CITY Denver STATE CO POSTAL CODE 80274 COUNTRY USA 1740 Broadway, MAC C7300-011 4. T hm FINANCING STATEMENT covers the following collateial: Street Sweeper, Snow Plow and Bob Cat (0900-007) 3. ALTERNATIVE DESIGNATION (if epplac"): 0 IESSELaESSOR 0 CONSIGNE VCONSIGNOR a%AI.OR 0 SEUMUEUPER 0 AG LIEN 0 NON4XC FILING Check to REQUEST SEARCH REPORT(S) an Debtor(s) (Ophonel) 7 6. ❑ This FINANCING STATEMENT is to be filed (for record) to the REAL . ESTATE RECORDS ❑ All Debtors ❑ Debtor 1 ❑ Debtor 2 NATIONAL UCC FINANCING STATEMENT (FORM UCCI) (REV. 07/1/01 .0. Public Finance Wells Fargo Brokerage Services, LLC Cynthia U Slawson Investment Banker MAC: C7300-011 1740 Broadway Denver, Colorado 80274 March 28, 2003 Internal Revenue Service 1160 W 1200 S Ogden, Utah 84201 RE: $339,000.15 Town of Avon, Colorado Governmental Lease Purchase Master Agreement Ladies and Gentlemen: Enclosed are an original and a copy of an Information Return for Tax Exempt Governmental Obligations (Form 8038-G) prepared in connection with the captioned financing. Please file the original, file-stamp the copy and return the file stamped copy to us in the enclosed self-addressed, postage paid envelope. Thank you for your assistance. Sincerely, Cynthia M. Slawson Investment Banker Public Finance Division Enclosure Wells Fargo Public Finance (WFPF) bankers are registered representatives of Wells Fargo Brokerage Services, LLC, or Wells Fargo Institutional Securities: LLC, brokerage affiliates of Wells Fargo & Company and members of the NASD and SIPC. 8038-G (Rev. November 2000) D~~61 Rnnnetin Information Return for Tax-Exempt GovemmeMal Obligations ► Under Internal Revenge Cods section 1,Me) . ► see "arate kmftx ices. Caution: Use Faun 8038-GC if the issue pice of the issue is urtdet 5700,000. Authority - - - Q I dale Na loom Retum, iho* here ► ❑ 1 kouees name 2 Issuer's employer Idenillcallorn number Town of Avon 840771088 3 Number and street (or P.O. box if mall Is not delivered to street address) Robmha to 4. Report number 400 Benchmark Road a. - 5 qty, tovrn, or post office, state and 23P code 6 Data of Issue Avon, Colorado 81620 March 28, 2003 7 Name of Issue 8 CUSIP Number - Govern tal Lease Purchase Master Agreement WA - 0 Name and title of office or legal representative wfiora firs IRS may all for more information 10 Tefeplionai rknntisr of oi&er or kgd repave Scutt WrioM. Finance Director 0=484000- ' Part II -Type of Issue cheat applicable boxes and enter the issue price) See instructions and att~en schmuie 11 ❑ Educv*M - _ 91 12 p Health WW hospital 12 13 ❑ Transportation 13 14 [:1 PubOc safety 14 16 iS ❑ EwAronnrerrt (Including ssoage boruds) 16 18 ❑ Housing 17 17 p Utilities 18 ® Other. Describe ► good E-mkm= 18 $339,000.00- 18 O obligations are TANs or RAN$, check box ► ❑ N obllgadon are BAN&,,' I boz ► ❑ 20 O oblkptlons are in the form of a lease or installmstd sale, check bin ► Part III Description of Obligations. (Complete for the entire issue for which this form is belrtgTiiled.) r March it, 2010 $339,000.00' 1 - I 4.16 yin I 3• So Part1V Uses of Proceeds of Bond Issue nttiudi underwffters' discou • 22 Proceeds used for accrued lnmrest 23 23 issue price of entire lemurs (enter amount from One 21, ceimmr M 24 Proceeds used for bond issuance costs prrdrding mWar elmrs' discemnq _ 24 25 Proceeds used for OWK enharuameM 26 28 Proeaads alloated to reasonably required reserve or ropisceme 'fund 26 27 Proceeds used to crnrertiy refund Prior kerns 27 2B Proceeds used to advance rein prior Issues 28 28 28 Total (add lines 24 through 28) 30 3p of the Issue Isubtract One 28 from One 23 and enter amount here) Part V Description of Refunded Bonds (Complete this part only for refundin g bonds.) M Erit er the remaining weigMed average mahufly of firs bonds f4 be cnrrea ft refunded ► 32 Enter the remaining weightad aversge maturity of the bonds to be advance rafurudsd ► ~ 33 Enter the last data on which the refuruded bonds vA to called ► 34 Enter On dote(s) the rehmrded bond: wets Issued 10 35 Enter the amount of the state volume cap allocated to the Issue under section 141(b)(8) 38a Enter the amount of gross proceeds invested or to be brvested in a guaranteed brvastrawd Mullaet face Instructions) 38a b Enter the final maturity date of the guaranteed Irnvastrasnt ceetred _ 37 Pooled nfwnchugs: a proceeds of tins Issue that are to be used to make loans to other governmental units 37 37 b ff !irk loos is a loan made from the proceeds of another tax exarnpt kumk check box ❑ and en tm the name of the b loner ►_and the date of the bum 38 M the Issuer has designated the Issue under section 206(b)(3)(B)t~plU OM lemm exception), check box ►0 31 If the law has elected to pay a penalty In lieu of arbitragd rebate, crock box ► ❑ 38 It the issuer has Identified a hedge, check box ► Please Unm pemltles of per Jury, I dadan dot 1 have sm ined thenlum and o=-Vvryln0 sdwmn and etamnarrm, and to tM hest of my 10 CWWpe and OR they are auk sign correM and oomWta. Fiore Lease NC. 3 . U& 1 i 0900-007 ► Signature of Issuer's a riled representative . Oats ► Typo or vintAme, and we Form 80364 (1ev. 5M