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