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TC Ord. No. 2012-04 Authorizing the execution and delivery of property schedule No.2TOWN OF AVON, COLORADO ORDINANCE NO. 12 -04 SERIES OF 2012 AN ORDINANCE AUTHORIZING THE EXECUTION AND DELIVERY OF PROPERTY SCHEDULE NO. 02 TO PURCHASE A STREET SWEEPTER PURSUANT TO THE MASTER LEASE/PURCHASE AGREEMENT DATED AUGUST 26, 2011 BETWEEN THE TOWN OF AVON AND U.S. BANCORP GOVERNMENT LEASING AND FINANCE, INC. Whereas, Town of Avon ( "Lessee "), a body politic and corporate duly organized and existing as a home rule authority municipal corporation and body politic organized under the laws of the State of Colorado, is authorized by the laws of the State of Colorado and by Section 14.9(a) of the Avon Home Rule Charter to purchase, acquire and lease personal property for the benefit of the Lessee and its inhabitants and to enter into leasehold agreements with respect thereto; and Whereas, the Lessee desires to purchase, acquire and lease a Johnston Model VT650 Dual Gutter Broom Sweeper ( "Equipment ") constituting personal property necessary for the Lessee to perform essential governmental functions; and Whereas, the Avon Town Council finds that the Property Schedule No. 2 to the Master Agreement allows the Town to acquire the Equipment within a period not exceeding the useful life of the Equipment; and Whereas, in order to acquire such equipment, the Lessee has previously entered into a Master Tax - Exempt Lease /Purchase Agreement dated August 26, 2011 ( "Master Agreement ") with U.S BANCORP GOVERNMENT LEASING AND FINANCE, INC. ( "Lessor "); and Whereas, the Avon Town Council, as the governing body of the Lessee, deems it for the benefit of the Lessee and for the efficient and effective administration thereof to enter into Property Schedule No. 02 as provided in the Master Agreement for the purchase, acquisition and leasing of the Equipment therein described on the terms and conditions therein provided. NOW, 'THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO the following: Section 11 Approval of Documents The form, terms and provisions of Property Schedule No. 02 and the Master Agreement as provided are hereby approved in substantially the form presented at this meeting, with such insertions, omissions and changes as shall be approved by the Mayor of the Town of Avon or other members of the governing body of the Town of Avon executing the same, the execution of such documents being conclusive evidence of such approval; and the Mayor of the Town of Avon is hereby authorized and directed to execute, and the Town Clerk of the Town of Avon is hereby authorized and directed to attest and countersign Property Schedule No. 2 and any related Exhibits attached thereto and to deliver Property Schedule No. 2 (including Exhibits) to the respective parties thereto, and the Town Clerk of the Ord No. 12 -04 Lease- Purchase Property Schedule No. 02 US Bankcorp March 6, 2012 Page I of 4 Town of Avon is hereby authorized to affix the seal of the Town of Avon, as Lessee, to such documents. Capitalized terms in this Ordinance shall have the same meaning as defined in the Master Agreement unless such terms are otherwise defined in this Ordinance. Section 2. Other Actions Authorized The officers and employees of the Lessee shall take all action necessary or reasonably required by the parties to carry out, give effect to and consummate the transactions contemplated thereby including execution and delivery of the following document and to take all action necessary in conformity therewith, including, without limitation, the execution and delivery of any closing and other documents required to be delivered in connection with Property Schedule No. 2, including the following documents: (1) Property Schedule No. 02 (2) Property Description and Payment Schedule — Exhibit 1 (3) Lessee's Certificate — Exhibit 3 (4) Payment of Proceeds Instructions — Exhibit 4 (5) Acceptance Certificate — Exhibit 5 (6) Bank Qualification and Arbitrage Rebate — Exhibit 6 (7) Insurance Authorization and Verification (8) Notification of Tax Treatment (9) Form 8038 -G (10) Vehicle Titling Addendum Section 3. No General Liability Nothing contained in this Ordinance, Property Schedule No. 2, nor any other instrument shall be construed with respect to the Lessee as incurring a pecuniary liability or charge upon the general credit of the Lessee or against its taxing power, nor shall the breach of any agreement contained in this Ordinance, Property Schedule No. 2, or any other instrument or document executed in connection therewith impose any pecuniary liability upon the Lessee or any charge upon its general credit or against its taxing power, except to the extent that the Lease Payments payable under each Property Schedule of the Master Agreement are special limited obligations of the Lessee as provided in such Property Schedule. Section 4. Appointment of Authorized Lessee Representatives The Town Manager and Finance Director of the Lessee are each hereby designated to act as authorized representatives of the Lessee for purposes of the Property Schedule No. 2 until such time as the Town Council of the Town of Avon, as Lessee, shall designate any other or different authorized representative. Section 5. Severability If any provision of this Ordinance, or the application of such provision to any person or circumstance, is for any reason held to be invalid, such invalidity shall Ord No. 12 -04 Lease- Purchase Property Schedule No. 02 US Bankcorp March 6, 2012 Page 2of4 not affect other provisions or applications of this Ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this Ordinance are declared to be severable. The Town Council hereby declares that it would have passed this Ordinance and each provision thereof, even though any one of the provisions might be declared unconstitutional or invalid. As used in this Section, the term "provision" means and includes any part, division, subdivision, section, subsection, sentence, clause or phrase; the term "application" means and includes an application of an ordinance or any part thereof, whether considered or construed alone or together with another ordinance or ordinances, or part thereof, of the Town. Section 6. Effective Date This Ordinance shall take effect thirty days after final adoption in accordance with Section 6.4 of the Avon Home Rule Charter. Section 7. Safety Clause The Town Council hereby finds, determines and declares that this Ordinance is promulgated under the general police power of the Town of Avon, that it is promulgated for the health, safety and welfare of the public, and that this Ordinance is necessary for the preservation of health and safety and for the protection of public convenience and welfare. Section S. Publication by Posting The Town Clerk is ordered to publish this Ordinance by posting notice of adoption of this Ordinance on final reading by title in at least three public places within the Town and posting at the office of the Town Clerk, which notice shall contain a statement that a copy of the ordinance in full is available for public inspection in the office of the Town Clerk during normal business hours. [SIGNATURE PAGE FOLLOWS] Ord No. 12 -04 Lease - Purchase Property Schedule No. 02 US Bankcorp March 6, 2012 Page 3of4 INTRODUCED, APPROVED, PASSED ON FIRST READING, ORDERED POSTED AND REFERRED TO PUBLIC HEARING and setting such public hearing for 5:30 on March 13, 2012 at it Chambers of the Avon Municipal Building, located at One Lake Street, Avon, C 28 2012. S k� Rich Carroll, Mayor Published by postiijii` three public places in Town and posting at the office of the Town Clerk at least seven days prior to final action by the Town Council. A' APPROVED AS TO FORM: omqKenn Y "o Clerk Eric Heil, Town Attorney , A ll, Lei 1 1 1 ,41131 9 14 I M_ 311120A MIN 411MIJ Published 0 office of ti. � ' Rich Carroll, Mayor in at least three public places in Town and posting by title at the Ord No. 12-04 Lease-Purchase Property Schedule No. 02 US Bankeorp March 6, 2012 Page 4 of 4 ATTEST: MEMORANDUM TO: Honorable Mayor Carroll and Town Council Members FROM: Eric J. Heil, Town Attorney THROUGH: Larry Brooks, Town Manager, Scott Wright, Finance Director RE: Review of Lease Purchase Agreement for Street Sweeper DATE: February 23, 2012 Summary: This memorandum provides a legal summary for Council concerning the lease purchase financing agreement for the Johnston Model VT650 Street Sweeper ( "Sweeper"). I have reviewed the various documents and certificates required to close on the lease- purchase financing and the Master Tax - Exempt Lease /Purchase Agreement ( "Master Agreement'l dated August 26, 2011 with US Bancorp Government Leasing and Finance, Inc. ( "Bank'j. Overall, the proposed lease purchase agreement is in a form which is legally acceptable. Attached is a draft form of my opinion letter as legal counsel for the Town of Avon. Lease Purchase Agreement Terms: The Town entered into the Master Agreement in 2011 to finance the purchase of plow truck and transit bus. The terms of the Master Agreement allowed for additional lease purchase financing through the additional "Property Schedules." The financing for the Sweeper will occur through the approval of Property Schedule No. 2. Through this method, the terms of the Master Agreement apply to the proposed additional lease purchase financing. Section 6.06 Nonapprapriatians of the Master Agreement sets forth the language which complies with the restriction of TABOR by acknowledging that the Town may elect to not appropriate funds for the lease purchase payment (i.e. "Nonappropriation Eventj, in which case the equipment must be returned to the Lessor (Bank). The Town, as Lessee would grant a security interest to Bank as a first lien (Master Agreement, Sec. 7.03). The Town would have the option to purchase the equipment for $1 after completing all lease payments (Master Agreement, Sec. 11.01). The Town must provide insurance for the Sweeper (Master Agreement, Sec. 8.03 and INSURANCE AUTHORIZATION AND VERIFICATION form). The Town agrees to indemnify the Bank for any liability or claims arising from the financing or use of the Sweeper (Master Agreement, Sec. 12.04) which indemnification by the Town does not include losses from Lessor's willful or negligent conductor arising out of preparation of a disclosure materials. Town has the right to pay the Prepayment Balance of the lease- purchase agreement at anytime (Para. 8 of Property Schedule No. 02, Master Agreement Sec. 11.02 Opti t� a y). Conclusion: The Avon Town Council may lawfully enter into the lease- purchase financing set forth in Property Schedule No. 2 of the Master Agreement. Thank you, Eric Heil Law & Planning, LLC Office: 303.975.6120 26% South Colorado Blvd., Suite 550 Fax 720.8363337 Denver, CO 80222 E -Mail: ericheillaw@gmaii.com TOWN OF AVON, COLORADO ORDINANCE NO. 12 -04 SERIES OF 2012 AN ORDINANCE AUTHORIZING THE EXECUTION AND DELIVERY OF PROPERTY SCHEDULE NO. 02 TO PURCHASE A STREET SWEEPTER PURSUANT TO THE MASTER LEASE/PURCHASE AGREEMENT DATED AUGUST 26, 2011 BETWEEN THE TOWN OF AVON AND U.S. BANCORP GOVERNMENT LEASING AND FINANCE, INC. Whereas, Town of Avon ("Lessee "), a body politic and corporate duly organized and existing as a home rule authority municipal corporation and body politic organized under the laws of the State of Colorado, is authorized by the laws of the State of Colorado and by Section 14.9(a) of the Avon Home Rule Charter to purchase, acquire and lease personal property for the benefit of the Lessee and its inhabitants and to enter into leasehold agreements with respect thereto; and Whereas, the Lessee desires to purchase, acquire and lease a Johnston Model VT650 Dual Gutter Broom Sweeper ( "Equipment ") constituting personal property necessary for the Lessee to perform essential governmental functions; and Whereas, the Avon Town Council finds that the Property Schedule No. 2 to the Master Agreement allows the Town to acquire the Equipment within a period not exceeding the useful life of the Equipment; and Whereas, in order to acquire such equipment, the Lessee has previously entered into a Master Tax- Exempt Lease /Purchase Agreement dated August 26, 2011 ( "Master Agreement ") with U BANCORP GOVERNMENT LEASING AND FINANCE, INC. ( "Lessor "); and Whereas, the Avon Town Council, as the governing body of the Lessee, deems it for the benefit of the Lessee and for the efficient and effective administration thereof to enter into Property Schedule No. 02 as provided in the Master Agreement for the purchase, acquisition and leasing of the Equipment therein described on the terms and conditions therein provided. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO the following: Section 1. Approval of Documents The form, terms and provisions of Property Schedule No. 02 and the Master Agreement as provided are hereby approved in substantially the form presented at this meeting, with such insertions, omissions and changes as shall be approved by the Mayor of the Town of Avon or other members of the governing body of the Town of Avon executing the same, the execution of such documents being conclusive evidence of such approval; and the Mayor of the Town of Avon is hereby authorized and directed to execute, and the Town Clerk of the Town of Avon is hereby authorized and directed to attest and countersign Property Schedule No. 2 and any related Exhibits attached thereto and to deliver Property Schedule No. 2 (including Exhibits) to the respective parties thereto, and the Town Clerk of the Ord No. 12 -04 Lease - Purchase Property Schedule No. 02 US Bankcorp March 6, 2012 Page I of 4 Town of Avon is hereby authorized to affix the seal of the Town of Avon, as Lessee, to such documents. Capitalized terms in this Ordinance shall have the same meaning as defined in the Master Agreement unless such terms are otherwise defined in this Ordinance. Section 2. Other Actions Authorized The officers and employees of the Lessee shall take all action necessary or reasonably required by the parties to carry out, give effect to and consummate the transactions contemplated thereby including execution and delivery of the following document and to take all action necessary in conformity therewith, including, without limitation, the execution and delivery of any closing and other documents required to be delivered in connection with Property Schedule No. 2, including the following documents: (1) Property Schedule No. 02 (2) Property Description and Payment Schedule — Exhibit 1 (3) Lessee's Certificate — Exhibit 3 (4) Payment of Proceeds Instructions — Exhibit 4 (5) Acceptance Certificate — Exhibit 5 (6) Bank Qualification and Arbitrage Rebate — Exhibit 6 (7) Insurance Authorization and Verification (8) Notification of Tax Treatment (9) Form 8038 -G (10) Vehicle Titling Addendum Section 3. No General Liability Nothing contained in this Ordinance, Property Schedule No. 2, nor any other instrument shall be construed with respect to the Lessee as incurring a pecuniary liability or charge upon the general credit of the Lessee or against its taxing power, nor shall the breach of any agreement contained in this Ordinance, Property Schedule No. 2, or any other instrument or document executed in connection therewith impose any pecuniary liability upon the Lessee or any charge upon its general credit or against its taxing power, except to the extent that the Lease Payments payable under each Property Schedule of the Master Agreement are special limited obligations of the Lessee as provided in such Property Schedule. Section 4. Appointment of Authorized Lessee Representatives The Town Manager and Finance Director of the Lessee are each hereby designated to act as authorized representatives of the Lessee for purposes of the Property Schedule No. 2 until such time as the Town Council of the Town of Avon, as Lessee, shall designate any other or different authorized representative. Section 5. Severability If any provision of this Ordinance, or the application of such provision to any person or circumstance, is for any reason held to be invalid, such invalidity shall Ord No. 12 -04 Lease - Purchase Property Schedule No. 02 US Bankcorp March 6, 2012 Page 2 of 4 not affect other provisions or applications of this Ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this Ordinance are declared to be severable. The Town Council hereby declares that it would have passed this Ordinance and each provision thereof, even though any one of the provisions might be declared unconstitutional or invalid. As used in this Section, the term "provision" means and includes any part, division, subdivision, section, subsection, sentence, clause or phrase; the term "application" means and includes an application of an ordinance or any part thereof, whether considered or construed alone or together with another ordinance or ordinances, or part thereof, of the Town. Section 6. Effective Date This Ordinance shall take effect thirty days after final adoption in accordance with Section 6.4 of the Avon Home Rule Charter. Section 7. Safety Clause The Town Council hereby fords, determines and declares that this Ordinance is promulgated under the general police power of the Town of Avon, that it is promulgated for the health, safety and welfare of the public, and that this Ordinance is necessary for the preservation of health and safety and for the protection of public convenience and welfare. Section 8. Publication by Posting The Town Clerk is ordered to publish this Ordinance by posting notice of adoption of this Ordinance on final reading by title in at least three public places within the Town and posting at the office of the Town Clerk, which notice shall contain a statement that a copy of the ordinance in full is available for public inspection in the office of the Town Clerk during normal business hours. [SIGNATURE PAGE FOLLOWS] Ord No. 12 -04 Lease - Purchase Property Schedule No. 02 US Bankcorp March 6, 2012 Page 3of4 INTRODUCED, APPROVED, PASSED ON FIRST READING, ORDERED POSTED AND REFERRED TO PUBLIC HEARING and setting such public hearing for 5:30 on March 13, 2012 at it Chambers of the Avon Municipal Building, located at One Lake Street, Avon, C Nan 28 2012. Rich Carroll, Mayor Published by posti ' z'" three public places in Town and posting at the office of the Town Clerk at least seven days prior to final action by the Town Council. 7 , A * , c tT a envy o Clerk APPROVED AS TO FORM: Eric Heil, Town Attorney INTRODUCED, FINALLY APPROVED, AND PASSED ON SECOND READING, AND ORDERED BY POSTING on March 13, 2012. UTo Rich Carroll, May or Publishen at least three public places in Town and posting by title at the office of Ord No. 12 -04 Lease - Purchase Property Schedule No. 02 US Bankcorp March 6, 2012 Page 4 of 4 ATTEST: INTRODUCED, APPROVED, PASSED ON FIRST READING, ORDERED POSTED AND REFERRED TO PUBLIC HEARING and setting such public hearing for 5:30 on March 13, 2012 at the Council Chambers of the Avon Municipal Building, located at One Lake Street, Avon, Colorado, on February 28, 2012. Rich Carroll, Mayor Published by posting in at least three public places in Town and posting at the office of the Town Clerk at least seven days prior to final action by the Town Council. ATTEST: APP RO TO FO Patty McKenny, Town Clerk Eric Heil, Town Attorney INTRODUCED, FINALLY APPROVED, AND PASSED ON SECOND READING, AND ORDERED PUBLISHED BY POSTING on March 13, 2012. Rich Carroll, Mayor Published by posting by title in at least three public places in Town and posting by title at the office of the Town Clerk. ATTEST: Patty McKenny, Town Clerk Ord No. 12 -04 Lease - Purchase Property Schedule No. 02 US Bankcorp March b, 2012 Page 4 of 4 NOTICE OF SALE OF RENTAL PAYMENTSANDASSIGNMENT OF LEASE U.S. Bancorp Equipment Finance, Inc. and Town of Avon ( "Lessee ") have entered into a Master Tax-i_xempt Lease/Purchase Agreement ("Agreement) dated August 26, 2011 and Property Schedule No. 01 dated August 26, 2011 under which Lessee has, or will have prior to its execution hereof, leased Property (the "Property) described in Exhibit A to the Agreement. Lessee is hereby notified that U.S. Bancorp Equipment Finance, Inc. has assigned its interest in the Agreement, in the leased Property, and in the Lease Payments and all other amounts provided for under the Agreement. Lessee is hereby directed to pay any and all rental payments and other amounts due with respect to which U.S. Bancorp Equipment Finance, Inc.'s Assignee ("Assignee ") renders an invoice, at the address set out immediately below or as otherwise directed in said invoice: "ASSIGNEE" U.S. Bancorp Government Leasing and Finance, Inc. 13010 SW W Parkway —Suite 100 Portland, OR 97223 i Lessee agrees that it will pay all amounts due under the Agreement as directed in the invoice without any set. off or deduction whatsoever notwithstanding any defect in, damage to, or requisition of any property leased under the Agreement, any other similar or dissimilar event, any defense, set -off, counterclaim or recoupment arising out of any claim against U.S. Bancorp Equipment Finance, Inc. or Assignee. Lessee further agrees that Assignee has not assumed any duties under the Agreement or made any warranties whatsoever as to the Agreement or the Property. Lessee agrees that no. change may be made to the Agreement without the prior written consent of the Assignee. In signing this, Lessee warrants that its representations and warranties under the Agreement are true and correct on the date hereof. Seller U.S. Bancorp Equipment Finance, Inc. B Printed Name: Title: ICE PKf� Date: z 1 14 12-01.?_ Property Schedule No. 02( Master Tax - Exempt Lease /Purchase Agreement This Property Schedule No. 02 is entered into as of the Commencement Date set forth below, pursuant to that certain Master Tax. Exempt Lease/Purchase Agreement (the "Master Agreement"), dated as of August 26, 2011, between U.S. Bancorp Government Leasing and Finance, Inc., and Town of Avon. 1. interpretation The terms and conditions of the Master Agreement are incorporated herein by reference as if fully set forth herein Reference is made to the Master Agreement for all representations, covenants and warranties made by Lessee in the execution of this Property Schedule, unless specifically set forth herein. In the event of a conflict between the provisions of the Master Agreement and the provisions of this Property Schedule, the provisions of this Property Schedule shall control. All capitalized terms not otherwise defined herein shall have the meanings provided in the Master Agreement. 2. Commencement Date The Commencement Date for this Property Schedule is March 15, 2012. 3. Prooerty Description and Payment Schedule The Property subject to this Property Schedule is described in Exhibit 1 hereto. Lessee shall not remove such property from the locations set forth therein without giving prior written notice to Lessor. The Lease Payment Schedule for this Property Schedule is set forth in Exhibit 1. 4. O inion. The Opinion of Lessee's Counsel is attached as Exhibit 2. 5. Lessee's Certificate The Lessee's Certificate is attached as Exhibit 3. 6. Proceeds Lessor shall disburse the proceeds of this Property Schedule in accordance with the instructions attached hereto a$ Exhibit 4. 7. Acceptance Certificate The form of Acceptance Certificate is attached as Exhibit 5. 8. Additional Purchase Option Provisions In addition to the Purchase Option provisions set forth in the Master Agreement, Lease Payments payable under this Property Schedule shall be subject to prepayment in whole at any time by payment of the applicable Termination Amount set forth in Exhibit 1 (Payment Schedule) and payment of all accrued and unpaid interest through the date of prepayment 9. Bank Qualification and Arbitrage Rebate Attached as Exhibit 6. 10. Expiration. Lessor, at its sole determination, may choose not to accept this Property Schedule if the fully executed, original Master Agreement (including this Property Schedule and all ancillary documents) is not received by Lessor at its place of business by March 15, 2012. IN WITNESS WHEREOF, Lessor and Lessee have caused this Property Schedule to be executed in their names by their duly authorized representatives as of the Commencement Date above. Lessor: U.S. Bancorp Government Leasing and Finance. Inc. Title: Lessee: Town of Avon �a � Name: R-t Gtr CaVCb Title: IT (a d Attest: B Namm Title: D �Pt �a t�1 1_ y EXHIBIT 1 j Property Description and Payment Schedul Re: Property Schedule No. 02 to Master Tax - Exempt Lease /Purchase Agreement U.S. Bancorp Government Leasing and Finance, Inc. and Town of Avon. THE PROPERTY IS AS FOLLOWS: The Property as more fully described in Exhibit A incorporated herein by reference and attached hereto. It includes all replacements, parts, repairs, additions, accessions and accessories incorporated therein or affixed or attached thereto and any and all proceeds of the foregoing, including, without limitation, insurance recoveries. PROPERTY LOCATION: 500 Swift Gulch Road, Avon, CO 81620 USE: Vehicles - This use is essential to the proper, efficient and economic functioning of Lessee or to the services that Lessee provides; and Lessee has immediate need for and expects to make immediate use of substantially all of the Property, which need is not temporary or expected to diminish in the foreseeable future. Lease Payment Schedule Total Principal Amount: $217,004.00 P # F j nnina __ Pri 1 i nterest Prepayment 8&IAaQL_ 1 15-Sep-2012 217 004.00 16 803.27 ___ 14 , 427.08 2,376.19 208 654.23 2 15- Mar -2013 202 576.92 16 803.27 1-4,58-5.0-5 2,218.22 193 631.62 3 15-Sep-2013 187 991.87 16 803.27 1-4,744,7-6 2,058.51 4 15- Mar -2014 173 16 803.27 14 906.22 1897.06 __._.. 178,444.52 163 091.12 5 15- Sep - 2014 16 803.27 15 069.44 1733.83 147 569.59 6 15-Mar -2015 g 143 q635.74 16 80327 15 23445 1568.82 131878.11 7 15 -Se -2015 16 803.27 15 401.27 1402.01 116 014.81 8 i5- Mar -2016 16 803.27 15 569.91 1,23 .36 99 977.80 9 15-Sep-2016 97 065.82 16 803.27 15 740.40 1062.87 83 765.19 10 15- Mar -2017 81 325. 16 803.27 1-5,91-2-76- 890.51 67 375.05 11 15-Sep-2017 65 412.67 16 803.27 16 087.00 716.27 12 15- Mar - 2018 49 325.66 16 803.27 1-6,26-3.1-6 540.12 _ 50,805.43 34 054.38 13 15-Sep-2018 33,062.51 - 16 803.27 16 441.24 362.03 17 119.91 14 15 -Mar -2019 16 621 � 82.00 1 0.00 TOTAL: 5 245.81 217 004.00 18 241.81 Lessee: Town of Avon Name: iU t f o I Title: 6 ATTACHED EXHIBIT A -- PROPERTY DESCRIPTION • Equipment as described in Macdonald Equipment Sales Order dated January 25. 2012, inserted below, incorporated herein by this reference. Demo 1041 Johndoa Model VrM Dual OAK S pony 8yreepat Wdh all sta»dwd egtn nwt nwunterf on a 2011 CW Ceb.OW Chassis MB V 2CO4P Cr4* o wM I:PA 2010 ems and A/C Less Demo Credo Optima: O' Catch Sasin Extension Bonded Inlet Dud 8 Swat E Try Rear Rear Wank Ughls Lase Trade In .1998 Jotsrcton 4/[ -805 Sweeper '�._ . 92.00.00 TAXWWAPPLICAKE) *to-TasaWe 6o emmenw ERIC J. HEIL, ESQ., A.I.C.P., OWNER MEREDITH VAN HORN, ESQ., ASSOCIATE February 28, 2012 U.S. Bancorp Equipment Finance, Inc. 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 RE: Property Schedule No. 2 to Master Tax- Exempt Lease /Purchase Agreement between U.S. Bancorp Equipment Finance, Inc. and Town of Avon, originally dated August 26, 2011 Ladies and Gentlemen: We have acted as special counsel to the Town of Avon ( "Lessee "), in connection with the Master Tax- Exempt Lease /Purchase Agreement, dated as of August 26, 2011 (the "Master Agreement "), between the Town of Avon as lessee, and U.S. Bancorp Equipment Finance, Inc. as lessor ( "Lessor'l, and the execution of Property Schedule No. 02 (the "Property Schedule'l pursuant to the Master Agreement. We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. All capitalized terms not otherwise defined herein shall have the meanings provided in the Master Agreement and Property Schedule. As to questions of fact material to our opinion, we have relied upon the representations of Lessee in the Master Agreement and the Property Schedule and in the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion that, under existing law: 1. Lessee is a public body corporate and politic, duly organized and existing under the laws of the State, and has a substantial amount of one or more of the following sovereign powers: (a) the power to tax, (b) the power of eminent domain, and (c) the police power. 2. Lessee has all requisite power and authority to enter into the Master Agreement and the Property Schedule and to perform its obligations thereunder. 3. The execution, delivery and performance of the Master Agreement and the Property Schedule by Lessee has been duly authorized by all necessary action on the part of Lessee. HEIL LAw & PLANNING, LLC OFFICE: 303.975.6120 2696 SOUTH COLORADO BLVD., SUITE 550 FAX: 720.836.3337 DENVER, CO 80222 E -MAIL: ERIC@HEILLAW.COM U.S. Bancorp Equipment Finance, Inc. Master Tax- Exempt Lease/Purchase Agreement — Property Schedule No. 02 Opinion of Lessee's Legal Counsel February 28, 2012 Page 2 of 2 4. All proceedings of Lessee and its governing body relating to the authorization and approval of the Master Agreement and the Property Schedule, the execution thereof and the transactions contemplated thereby have been conducted in accordance with all applicable open meeting laws and all other applicable state and federal laws. 5. Lessee has acquired or has arranged for the acquisition of the Property subject to the Property Schedule, and has entered into the Master Agreement and the Property Schedule, in compliance with all applicable public bidding laws. b. Lessee has obtained all consents and approvals of other governmental authorities or agencies which may be required for the execution, delivery and performance by Lessee of the Master Agreement and the Property Schedule. 7. The Master Agreement and the Property Schedule have been duly executed and delivered by Lessee and constitute legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with the terms thereof, except insofar as the enforcement thereof may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other laws of equitable principles of general application, or of application to municipalities or political subdivisions such as the Lessee, affecting remedies or creditors' rights generally, and to the exercise of judicial discretion in appropriate cases. 8. As of the date hereof, based on such inquiry and investigation as we have deemed sufficient, no litigation is pending, (or, to our knowledge, threatened) against Lessee in any court (a) seeking to restrain or enjoin the delivery of the Master Agreement or the Property Schedule or of other agreements similar to the Master Agreement; (b) questioning the authority of Lessee to execute the Master Agreement or the Property Schedule, or the validity of the Master Agreement or the Property Schedule, or the payment of principal of or interest on, the Property Schedule; (c) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Master Agreement and the Property Schedule; or (d) affecting the provisions made for the payment of or security for the Master Agreement and the Property Schedule. This opinion may be relied upon by Lessor, its successors and assigns, and any other legal counsel who provides an opinion with respect to the Property Schedule. ;Very Tru r ic J. eil, sq., A.I.C.P. Avon Town Attorney EXHIBIT Lessee's Certificate Re: Property Schedule No. 02 to Master Tax - Exempt Lease /Purchase Agreement U.S. Bancorp Government Leasing and Finance, Inc. and Town of Avon. (,­� The undersigned, being the duly elected, qualified and acting 1 6k"71 c� 01 Q the Town of Avon ('Lessee') do hereby certify, as of March 15, 2012, as follows: 1. Lessee did, at a meeting of the governing body of the Lessee held (date} by resolution or ordinance duly enacted, in accordance with all requirements of law, approve and authorize the execution and delivery of the above - referenced Property Schedule (the "Property Schedule ") and the Master Tax - Exempt Lease/Purchase Agreement (the 'Master Agreement) by the following named representative of Lessee, to wit: NAME TITLE OF EXECUTING OFFICIAL OF EXECUTING OFFICIAL SIGNATURE OF EXECUTING OFFICIAL C 2. The above -named representative of the Lessee held at the time of such authorization and holds at the present time the office set forth above. 3. The meeting(s) of the governing body of the Lessee at which the Master Agreement and the Property Schedule were approved and authorized to be executed was duly called, regularly convened and attended throughout by the requisite quorum of the members thereof, and the enactment approving the Master Agreement and the Property Schedule and authorizing the execution thereof has not been altered or rescinded. All meetings of the governing body of Lessee relating to the authorization and delivery of Master Agreement and the Property Schedule have been: (a) held within the geographic boundaries of the Lessee; (b) open to the public, allowing all people to attend; (c) conducted in accordance with internal procedures of the governing body; and (d) conducted in accordance with the charter of the Lessee, if any, and the laws of the State. 4. No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default or a Nonappropriation Event (as such terms are defined in the Master Agreement) exists at the date hereof with respect to this Property Schedule or any other Property Schedules under the Master Agreement. 5. The acquisition of all of the Property under the Property Schedule has been duty authorized by the governing body of Lessee. 6. Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current budget year to make the Lease Payments scheduled to come due during the current budget year under the Property Schedule and to meet its other obligations for the current budget year and such funds have not been expended for other purposes. 7. As of the date hereof, no litigation is pending, (or, to my knowledge, threatened) against Lessee in any court (a) seeking to restrain or enjoy in the delivery of the Master Agreement or the Property Schedule or of other agreements similar to the Master Agreement; (b) questioning the authority of Lessee to execute the Master Agreement or the Property Schedule, or the validity of the Master Agreement or the Property Schedule, or the payment of principal of or interest on, the Property Schedule; (c) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Master Agreement and the Property Schedule; or (d) affecting the provisions made for the payment of or security for the Master Agreement and the Property Schedule. Town of Avon By: Title: a. D SIGNER MU T NOT BE THE SAME AS THE EXECUTING OFFICIALS) SHOWN ABOVE EXHIBIT 6 Bank Qualification And Arbitrage Rebat U.S. Bancorp Government Leasing and Finance, Inc. 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 Re: Property Schedule No. 02 to Master Tax - Exempt Lease/Purchase Agreement U.S. Bancorp Government Leasing and Finance, Inc. and Town of Avon Bank_Quallfled Tax- Exempt Obllaotlon under Section 265 Lessee hereby designates this Property Schedule as a "qualified tax - exempt obligation" as defined in Section 265(b)(3)(B) of the Code. Lessee reasonably anticipates issuing tax - exempt obligations (excluding private activity bonds other than qualified 501(c)(3) bonds and including all tax - exempt obligations of subordinate entities of the Lessee) during the calendar year in which the Commencement Date of this Property Schedule falls, in an amount not exceeding $10,000,000. Arbitraae Rebate Eighteen Month Exception: Pursuant to Treasury Regulations Section 1.148 -7(d), the gross proceeds of this Property Schedule will be expended for the governmental purposes for which this Property Schedule was entered into, as follows: at least 15% within six months after the Commencement Date, at least 60% within 12 months after the Commencement Date, and 100% within 18 months after the Commencement Date. If Lessee is unable to comply with Section 1.148 -7(d) of the Treasury Regulations, Lessee shall compute rebatable arbitrage on this Agreement and pay rebatable arbitrage to the United States at least once every five years, and within 60 days after payment of the final Lease Payment due under this Agreement. Lessee: Town of Avon Name: C Title: ��Ck O INSURANCE AUTHORIZATION AND VERIFICATION Date: M4 \ t '!? i `Co t'L Property Schedule No: 02 To: Town of Avon (the "Lessee ") From: U.S. Bancorp Government Leasing and Finance, Inc. (the "Lessor") PO Box 976 13010 SW 68th Parkway, Suite 100 Avon, CO 81620 Portland, OR 97223 Attn: Myra Aksamit TO THE LESSEE: In connection with the above- referenced Property Schedule, Lessor requires proof in the form of this document, executed by both Lessee* and Lessee's agent, that Lessee's insurable interest in the financed property (the 'Property") meets Lessor's requirements as follows, with coverage including, but not limited to, fire, extended coverage, vandalism, and theft: Lessor, AND ITS SUCCESSORS AND ASSIGNS, shall be covered as both ADDITIONAL INSURED and LENDER'S LOSS PAYEE with regard to all equipment financed or leased by policy holder through or from Lessor. All such Insurance shall contain a provision to the effect that such insurance shall not be canceled or modified without first giving written notice thereof to Lessor and Lessee at least thirty (30) days in advance of such cancellation or modification. Lessee must carry GENERAL LIABILITY (and /or, for vehicles, Automobile Liability) in the amount of no less than $1,000,000.00 (one million dollars). Lessee must carry PROPERTY insurance (or, for vehicles, Physical Damage Insurance) in an amount no less than the 'Insurable Value' $217,004.00, with deductibles no more than $10,000.00. *Lessee: Please execute this form and return with your document package. Lessor will fax this form to your insurance agency for endorsement. In lieu of agent endorsement, Lessee's agency may submit insurance certificates demonstrating compliance with all requirements. If fully executed form (or Lessee - executed fort plus certificates) is not provided within 15 days, we have the right to purchase such insurance at your expense. Should you have any questions, please contact Myra Aksamit at (303) 585 -4054. By signing, Lessee authorizes the Agent named below: 1) to complete and return this form as indicated; and 2) to endorse the policy and subsequent r enewals to reflect the required coverage as outlined above. Agency /Agent: CA IC 0. Address: 4 C1,err., se &4c 11�or4►� �r•,.re rCo?�'ot Phone /Fax: o / E -Mail TO THE AGENT: In lieu of providing a cert/flcate, please execute this form in the space below and promptly fax it to Lessor at 303 - 585 -4732. This fully endorsed form shall serve as proof that Lessees Insurance meets the above requirements. Agent hereby verifies that the above requirements have been met in regard to the Property listed below. Print Name Of Agency: X By: X (Agent's Signature) Print Name: X p insurable Value: $217,004.00 ATTACHED: PROPERTY DESCRIPTION FOR PROPERTY SCHEDULE NO.: 02 Notification of Tax Treatment to Tax - Exempt Lease /Purchase Agreement This Notification of Tax Treatment is pursuant to a Master Tax - Exempt Lease /Purchase Agreement dated as of August 26, 2012 and the related Property Schedule No. 2 dated March 15, 2012, between Lessor and Lessee {the "Agreement'}. Lessee agrees that this Property Schedule SHOULD be subject to sales/use taxes _ Lessee agrees that this Property Schedule should NOT be subject to sales/use taxes and Lessee has included our tax_ exemption certificate with this document package Lessee agrees that this Property Schedule should NOT be subject to sales/use taxes and no tax -exemption certificate is issued to us by the State Lessee agrees that this Property Schedule is a taxable transaction and subject to any /all taxes Lessee agrees that this Property Schedule is subject to salestuse taxes and will pay those taxes directly to the State or Vendor IN WITNESS WHEREOF, Lessee has caused this Notification of Tax Treatment to be executed by their duly authorized representative. Date: Lessee: Town of Avon s B: Name: o Title: 0 DR 0160 (t12/O&" COLORADO DEPARTMENT OF REVENUE DENVERCOSM61 -0013 CERTIFICATE OF EXEMPTION FOR COLORADO STATE SALES /USE TAX ONLY THIS LICENSE IS NOT TRANSFERABLE USE ACCOUNT NUMBER LIABILITY INFORMATION ISSUE DATE for ail references 98- 03947 -0000 44 003 N 090181 OCT 28 2008 UNE LAKE STREET CITY OF AVON AVON CITY OF PO BOX 975 AVON CO 81620 -0975 NEW AUTOMATED SERVICES FOR AND ABOUT BUSINESSES 74 ate. Exe=lve Director Department of Revenue The Colorado Department of Revenue Sales Tax Information System provides the following automated services: ' Colorado Sales Tax Rates - find specific city, county and special district rates. ' Verification of Sales Tax License Exemption Numbers - determine whether a Colorado sales tax license or exemption certificate is valid. ' Tax Rates by Account Number - find sales tax rates and locations for specific sales tax accounts. These services make it possible for taxpayers to help themselves to information 24 hours a day - without requiring the assistance of a customer service representative. in this way, more complicated or confidential tax information inquiries can be reserved for speaking to a live agent. AVON CO Listen and look for these services on the department's business tax information phone line at 303 -238 -FAST (3278) for specific account Information, 303 - 238 -SERV (7378) for general information or the DOR Web site at www.taxcolorado.com Web users can try the new system online at www.taxview.state.co.us We are interested in your comments about the system. You can send us an e-mail with your comments through our Department of Revenue Web site. Form 8038 -G (Rev. September 2011) Department of the Treasury Internal Revenue Service • Reporting Information Return for Tax - Exempt Governmental Obligations ► under Internal Revenue Code section 149(e) OMB No. 1545 -0720 ► See separate instructions. Caution: If the issue price is under $100, 000, use Form 8038 -GC. If Amended Return. check hPra ► 1 Issuer's name 2 Issuer's employer identification number (EIN) Town of Avon, Colorado 84. 0771088 38 Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a 4 Number and street (or P.O. box if mail is not delivered to street address) Room/suite 5 Report number (For IRS Use Only) PO Box 975 217,004 1 1 S City, town, or post office, state, and ZIP code 7 Date of issue Avon, CO 81620 03/15/2012 8 Name of issue 9 CUSIP number Master Tax - Exempt Lease /Purchase, Schedule No. 2 None Ida Name and title of officer or other employee of the issuer whom the IRS may call for more information (see 10b Telephone number of officer or other instructions) employee shown on 10a Scott Wright, Finance director (970) 748 -4055 LiMILM i ype or issue tenter the issue price. See the Instructions and attach schedule. 11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Public safety . . . . . . . . . . . . . . . . . . . . . . . 15 Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . . . 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Other. Describe ► Municipal Capital Lease - Purchase 19 If obligations are TANS or RANs, check only box 19a . . . . . . . . . . . . . ► ❑ If obligations are BANS, check only box 19b . . . . . . . . . . . . . . . . ► ❑ 20 If obligations are in the form of a lease or installment sale, check box . . . . . . . . ► Z Ll uescription or uougazions. complete Tor the entire issue Tor wnlcn tnls Corm Is belt date i (c) Stated redemption (d) Weighted (a) Final Maturity I (b) issue price price at maturity average maturity 21 03/15/2019 $ 217,004.00 $ NA 3.87 ve 217,0041 00 (e) Yield 2.17 0/ Uses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . 22 23 Issue price of entire issue (enter amount from line 21, column (b)) . . . . . 23 217,004 00 24 Proceeds used for bond issuance costs (including underwriters' discount) . 24 25 Proceeds used for credit enhancement . . . . . . . . . . . . 25 26 Proceeds allocated to reasonably required reserve or replacement fund . 26 27 Proceeds used to currently refund prior issues . . . . . . . . . 27 28 Proceeds used to advance refund prior issues . . . . . . . . . 28 29 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . 29 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) 30 1 217,0041 00 KOM Description of Refunded Bonds. Complete this part only for refundin bonds. 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ► years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ► years 33 Enter the last date on which the refunded bonds will be called (MM /DD/YYYY) . . . . . . ► 34 Enter the dat s the refunded bonds were issued ► (MM /DD/YYYY) For Paperwork Reduction Act Notice, see separate instructions, Cat. No. 63773S Form 8038 -G {Rev. 9 -2011) fi Form 8038 -G (Rev. 9-2011) Page 2 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC) (see instructions) . . . . . . . . . . . . . . . . . . . . . . . . 36 b Enter the final maturity date of the GIC Do- c Enter the name of the GIC provider 10- 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 37 38a If this issue is a loan made from the proceeds of another tax- exempt issue, check box ► ❑ and enter the following information: b Enter the date of the master pool obligation ► c Enter the EIN of the issuer of the master pool obligation ► d Enter the name of the issuer of the master pool obligation ► 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(111) (small issuer exception), check box . . . . ► ❑✓ 40 if the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . . . ► ❑ 41a If the issuer has identified a hedge, check here ► ❑ and enter the following information: b Name of hedge provider lm- c Type of hedge ► d Term of hedge ► 42 If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . . . . . . . ► ❑ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box . . . . . . . . ► ❑ 44 If the issuer has established written procedures to monitor the requirements of section 148, check box . . . . . ► 45a If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount of reimbursement . . . . . . . . . ► b Enter the date the official intent was adopted ► Signature and Consent Paid Preparer Use Only Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to process this return, to the person that I have authorized above. Signature of issuer's authorized representative it/Type preparer's name I Prep Firm's name ► Firm's address ► ' Scott Wright, Finance Director Date Type or print name and title Date Check ❑ 'rf PTIN self - employed Firm's EIN ► Form tfU;Sd -U (Rev. 9 -2011) VEHICLE TITLING ADDENDUM Master Tax - Exempt Lease/Purchase Agreement dated August 26, 2011; Property Schedule No. 02 dated March 15, 2012, between Town of Avon as Lessee and U.S. Bancorp Government Leasing and Finance, Inc. as Lessor. I. Lessor and Lessee hereby agree to amend the above referenced Agreement to add additional terms and conditions as set forth below: Lessee agrees that it will provide to Lessor the original title documentation to the Equipment. Lessee shall provide such title documentation to Lessor within 15 days of Lessee's receipt of such title documentation from the appropriate titling authority. Lessee's failure to provide Lessor with title documentation to the Equipment in a timely fashion shall be deemed a condition of Default as defined in the default paragraph herein subject to remedies available to Lessor pursuant to the remedies paragraph. You further agree to pay a month to month unobtained titling fee if we have not received the correct transferred title in our office. 2. Location: Lessor agrees that in regard to the location of the equipment, Lessee must be responsible for maintaining records showing the location of each piece of Leased equipment. Lessee will report this location to Lessor upon written request by Lessor. Failure to do so shall constitute a breach of the Agreement, which default shall be governed by the terms and conditions specked in the default and /or remedies paragraph of the Agreement. 3. Lessee will complete the physical titling of the vehicle as required by the state of Lessee's residence and guarantee U.S. Bancorp Government Leasing and Finance, Inc. that U.S. Bancorp Government Leasing and Finance, Inc. will receive the original title to the leased vehicle in a timely manner. Lessee agrees to indemnify U.S. Bancorp Government Leasing and Finance, Inc. from any damage or loss it incurs, including legal fees, due to its failure to complete its agreement herein. THE APPLICATION FOR TITLE MUST INCLUDE THE FOLLOWING AS 1 ST LIEN HOLDER: U.S. BANCORP GOVERNMENT LEASING AND FINANCE, INC. 13010 SW 68P Parkway, Suite 100 Portland, OR 97223 By signing this Addendum, Lessee acknowledges the above changes to the Agreement and authorizes Lessor to make such changes. In all other respects the terms and conditions of the Agreement remain in full force and effect. Lessor: U.S. Bancorp Government Leasing and Finance Inc. B: Name: Tile: Date: Lessee: Town of Avon B: Name: Title: p Date: [ Payment of Proceeds Instruction U.S. Bancorp Government Leasing and Finance, Inc. 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 Re: Property Schedule No. 02 (the "Property Schedule ") to Master Tax- Exempt Lease /Purchase Agreement between U.S. Bancorp Government Leasing and Finance, Inc. ( "Lessor") and Town of Avon ( "Lessee "). Ladies and Gentlemen: The undersigned, an Authorized Representative of the Lessee hereby requests and authorizes Lessor to disburse the net proceeds of the Property Schedule as follows: Name of Payee: By check By wire transfer If by check, Payee's address: If by wire transfer, instructions as follows: Pay to Bank Name: Bank Address: Bank Phone #: For Account of: Account No.: ABA No.: Lessee: Town of Avon Name: P j CA - 1 Y Ir v Title: M Q u6iffN cceptance Certificat U.S. Bancorp Government Leasing and Finance, Inc. 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 Re: Property Schedule No. 02 to Master Tax - Exempt Lease/Purchase Agreement between U.S. Bancorp Government Leasing and Finance, Inc. and Town of Avon Ladies and Gentlemen: In accordance with the above - referenced Master Tax - Exempt Lease/Purchase Agreement (the "Master Agreement'), the undersigned ( "Lessee ") hereby certifies and represents to, and agrees with, U.S. Bancorp Government Leasing and Finance, Inc. ( "Lessor'), as follows: (1) The Property, as such terms are defined in the above - referenced Property Schedule, has been acquired, made, delivered, installed and accepted on the date indicated below. (2) Lessee has conducted such inspection and/or testing of the Property as it deems necessary and appropriate and hereby acknowledges that it accepts the Property for all purposes. (3) No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default or a Non appropriation Event (as such terms are defined in the Master Agreement) exists at the date hereof. Acceptance Date: / 7 Lessee: Town of Avon B Name: fu cl a f ,r () I Title: 1 40. Q 7333 HWY 88 €?O BOX 1885 COMMERCE CITY, CO 00037 -1865 PH 303 - 287 -7401 FAX 303 - 287 -7404 DATE: J January 26, 2012 SOLD TO: T Town of Avon 500 Swift Gulch Road Avon, CO 81620 CUSTOMER A P.O. # DELIVER TO. A Avon, CO 81820 VIA- Avon, CO 81620 Date. Net 30 Days Demo 2011 Johnston Model VTOW Dual Gutter Broom Sweeper with all standard equipment mounted on a 2011 CMG Cab -Over Chassis ISO 6.7 200HP Engine with EPA 201 D emissions and A/C Less Demo Credit $M,710.06 ($8 Options 6' Catch Basin Extension Donded Inlet Duct & Seat $335.00 Extra Try Rear $M00.00 Rear Worts Lights 81,300.00 $760.00 Less Trade In 19% J0hnstan YT-6DS Sweeper $10,00000) TAXES OF APPLICABLE) Non Taxable Governmental '* WARRANTY TERMS: Standard Factory Purchaser: Authorized Sig naurre .� Title: r: Date .. vm.bt FED TAX ID0 ,r, zo Tgpa of business EFieaso c r6e or3ek Sole pry PnetaE56+iQ ��porat,or+. Parinerst+lp, tP, E LC t3nyn agars to p*W arty and all Sates, U_ and pederar F -IcLvc w', etc. -h= appti.,btc, Macdonald Egnipmrut Company makes no warranty expressed or implied of merchantabtitity or fitness, beyond the descriptwnon the famhermo£ •'• All Orden SUbjcttoMadonaldEquipmant Comp Office Approvaiand .Amcp tan M AD Payment Mug Be in, Us Fuacts. All deposits —man refvndahte unless noted above is terms ... Approved By: - .._ Date Take: Salesman: loft TAXES OF APPLICABLE) Non Taxable Governmental '* WARRANTY TERMS: Standard Factory Purchaser: Authorized Sig naurre .� Title: r: Date .. vm.bt FED TAX ID0 ,r, zo Tgpa of business EFieaso c r6e or3ek Sole pry PnetaE56+iQ ��porat,or+. Parinerst+lp, tP, E LC t3nyn agars to p*W arty and all Sates, U_ and pederar F -IcLvc w', etc. -h= appti.,btc, Macdonald Egnipmrut Company makes no warranty expressed or implied of merchantabtitity or fitness, beyond the descriptwnon the famhermo£ •'• All Orden SUbjcttoMadonaldEquipmant Comp Office Approvaiand .Amcp tan M AD Payment Mug Be in, Us Fuacts. All deposits —man refvndahte unless noted above is terms ... Approved By: - .._ Date Take: Salesman: loft Lanauaae for UCC Financing Statements Schedule 1 SECURED PARTY: U.S. Bancorp Government Leasing and Finance, Inc DEBTOR: Town of Avon This financing statement covers all of Debtor's right, title and interest, whether now owned or hereafter acquired, in and to the equipment leased to Debtor under Property Schedule No. 02 dated March 15, 2012 to that certain Master Tax - Exempt Lease Purchase Agreement dated as of August 26, 2011, in each case between Debtor, as Lessee, and Secured Party, as Lessor, together with all accessions, substitutions and replacements thereto and therefore, and proceeds (cash and non - cash), including, without limitation, insurance proceeds, thereof, including without limiting, all equipment described on Exhib A attached hereto and made a part hereof. Debtor has no right to dispose of the equipment C1 bancorp Government Leasing and finance, Inc. January 31, 2012 Town of Avon Attn: Scott Wright At your request, U.S. Bancorp Government Leasing and Finance, Inc. ( "USBGLF ") has prepared for your consideration the following proposal for financing ( "Proposal "). This is only a proposal and does not represent a commitment by U.S. Bancorp Government Leasing and Finance, Inc. Customer: Town of Avon, CO Lessor: U.S. Bancorp Government Leasing and Finance, Inc. PROPERTY: Johnston Model VT650 Sweeper EXPIRATION: March 15, 2012 LEASE QUOTE: Amount Rate Payments Factor Pmts / Year Term Adv. / Arr. 217,004.00 2.19% 16,803.27 0.0774330 2 84 Months Arrears 217,004.00 2.12% 19,353.10 0.0891831 2 72 Months Arrears 217,004.00 1.99% 22,905.59 0.1055538 2 60 Months Arrears Notes: There are no fees associated with this offer including the establishment and use of a U.S. Bank N.A. escrow account should one be required. The Lease will be structured as a tax- exempt municipal lease, with title in the Lessee's name and USBGLF holding a security interest in the equipment during the term. The lease is "triple -net" with the Lessee responsible for taxes, maintenance and insurance. Documentation will be provided by USBGLF, including (i) standard representations, warranties and covenants by the Lessee pertaining to the accuracy of information, organization, authority, essential use, compliance with laws, pending legal action, location and use of collateral, insurance, financial reporting and financial covenants; and (ii) standard USBGLF provisions pertaining to events of default and remedies available upon default. This offer is subject to the execution of all documentation by the Lessee within a reasonable time and in form and substance acceptable to Lessee, USBGLF and USBGLF's counsel, including terms and conditions not outlined in this Proposal. This Proposal is conditioned on there being no material adverse change in the financial condition of the Lessee. Additionally, the terms and conditions outlined herein are subject to final review and approval (including collateral and essential use review) by USBGLF's business, legal, credit, and equipment risk management personnel. TSincerely, / " Thomas E. Seybold Vice President ACCEPTANCE: By accepting this Proposal, Lessee acknowledges that this Proposal does not represent a commitment to provide financing but only outlines general terms and conditions of the USBGLF's financing program currently available to qualified lessees. PTED BY: Name / Title [ dated: l' I t_ -r— (Mbancorp Government Leasing and Finance, Inc. Application for Equipment Lease vb+-� 010 U 0 k _ %3 Legal Name of Lessee (Applicant) IF Tax ID # Web address (if, applicable) $at 91, 15 AYo%,- Q-10 Btcz Person(s) to Contact for Clarification Regarding Project Title Name Title Phone 5 W C, IgVN�— @ec­*koVN .00�% _ C°r�o� `� ,` (oz'Z Email Obligations / Economics Bank Qualified 74 Non -Bank Qualified Are the Applicant's obligations bank qualified (i.e., expected to issue less than $10 Million in tax - exempt financing this calendar year)? Mood 's Investors Service: 4 Standard & Poor's: A Fitch: A Please list the Applicant's current underlying bond rating from the rating agencies listed above (if applicable) b ( Discuss the Applicant's economic trends (stable, positive, negative) and reasons for any variation Yes I1 No v li Has the Appliaanf ever defaulted or non - appropriated on an obligation? Please explain Demographic Information Please provide the following demographic information (please attach any applicable demographic statistics) Aplorox square mile .7s Population w4 Increasing or Decreasin Po ulation� I ° t ` Cities, Towns and Counties If Decreasing, Please explain Educational Applicants Only Enrollment Increasing or Decreasing Enrollment? Please also answer the above question regarding the resident city If Decreasing, Please explain Elementary: Middle: _ High School: Other: How many schools make up the district (please list the number and type of each school)? THIS DOCUMENT IS NOT A COMMITMENT OR AN OFFER TO PROVIDE FINANCING us . . EQUIPMENT FINANCE Government Leasing and Finance Essential Use Form SG any applicable equipment lists or Est Equipment Delivery Date Is th6 Equipment replacing existing equipment? If Yes %7 \ C. hoc O Please state how long yo have currently usrd the Equipment and the reason you are replacing the Equipment What will the Applicant do with the old equipment that is being replaced? If No. Please state the reason additional equipment is needed What will the Applicant do with the old equipment that is being replaced? Please describe in detail the following (please be specific) Lease Payments From which Special fund will the lease payments be made? Will any tedeFal gTant or loan monies be used'? It so, please describe - Yes No Has a rst payment been appropriated? Terms and Conditlons Total Cost of Equi ent Advance payment Amount tcF Finance Term (in years) r' Frequency (choose one): / " Ad vance 0 Arrea t` 6%-% k `Z,G 1-r— Remittance (choose one . Equipment Delivery Da i � Cj ` fir► : k Loy -.� tr✓1 I { tp ,., Insurance Company Name or indicate Self Insured Amount of Liability Insurance Amount of Property Damage Insurance The undersigned hereby certifies that all the information in the above Application for Equipment Lease and Essential Use Form is true, complete and correct. =ebt~u Date THIS DOCUMENT IS NOT A COMMITMENT OR AN OFFER TO PROVIDE FINANCING ust me specifc cepanment mar writ De me primary user or me tquipmenr 91 till 1" Commerce Bank 8000 Forsyth Boulevard St. Louis, Missouri 63105 -1797 (314) 746 -3678 01/31/12 Town of Avon, CO Mr. Scott C. Wright CPA, CHO Finance Director 500 Swift Gulch Road. Avon, CO 81620 Dear Mr. Wright: On behalf of Commerce Bank, we would like to offer the following lease- purchase proposal for your consideration: Type of Financing: A tax- exempt, State and Municipal LeaseV Purchase Agreement (the "Lease "). Lessor: Commerce Bank Lessee: Town of Avon, CO Equipment: One (1) New /Demo 2011 Johnston Model VT 650 Dual Gutter Broom Sweeper Total Finance Amount: $217,004.00 Commencement Date: 03/01/12 or before. Base Term: 84 months Interest Rate: 2.58% Payment Amount: $34,281.28 (7 Payments) Payment Frequency: Annual - First Payment one year from closing- Arrears Interest Rate Adjustment: The above quoted interest rate is based on a spread over the 7 year Interest Rate Swap as quoted in the Federal Reserve Statistical Release H.15 (the "Index "). For Purposes of this proposal, the Seven (7) year interest rate swap as of 01/30/12 is 1.50 %. Lessor reserves the right, but has no obligation, to adjust the Interest Rate after 03/01/12 based on changes in the Index between the Quote Date and the Commencement Date. The adjustment, if made, would preserve Lessor's original lease investment assumption on a nominal pre -tax yield basis. Early purchase Option: In the event Lessee desires to prepay the Lease, a premium shall be added to the outstanding principal balance in accordance with the following: 3% in yearone, 2% in year 2, 1% in year 3 0% thereafter. Titles/Liens: Lessor shall have a perfected security interest in the Equipment. Non - appropriation: The Lease shall provide for Lessee to terminate the agreement at the end of any fiscal period if insufficient funds are available to make the scheduled Rental Payments due in the following fiscal period. Documentation: Shall be provided by Lessor. Funding of the Lease is contingent, in part; upon receipt and review by Lessor of executed Lease documentation in form acceptable to Lessor. Net Lease: The lease shall be a net lease in all respects, and Lessee shall be responsible for all fees, charges, assessments or other costs and expenses of every nature whatsoever arising from the lease of the Equipment. This proposal is subject to credit approval, mutually acceptable lease documentation, and there having been no material adverse change in Lessee's financial condition, as determined by Lessor, in its sole and absolute discretion. This proposal is not intended to, and does not create, in any way, a legally binding or any other type of commitment or obligation on the part of Commerce Bank, or any of its/their subsidiaries, and/or any of its/their employees. Information regarding this proposal, including the financial statements of Lessee or any guarantor necessary to complete the credit process, may be provided to third party funding sources in either written or electronic format. Thank you for the opportunity to offer this proposal. We appreciate your consideration and look forward to your favorable response. Should you have any questions, please do not hesitate to contact us. Respectfully submitted, Frank D. Hill Director, Tax Exempt - Leasing Phone: 785 -587 -1541 frank. hill comme rcebank.com To accept this proposal, please sign below and fax a copy to 785 - 587 -1586. This proposal expires, if not sooner accepted, at 5:30 p.m. February 17, 2012. ACCEPTED: Town of Avon, CO BY: TITLE: DATE: ......._........... . Memo To: Honorable Mayor and Town Council Thru: Larry Brooks, Town Manager Legal: Eric Heil, Town Attorney From: Scott Wright, Finance Director Date: February 23, 2012 Initials P_R!M;____ Re: Ordinance No. 12 -04 Master Tax- Exempt Lease/Purchase Agreement Summary This ordinance adopts Property Schedule No. 02 pursuant to the Master Tax- Exempt Lease/Purchase Agreement with U.S. Bancorp Equipment Finance, Inc. that was adopted last year. Property Schedule No. 02 is for the financing of the purchase of a replacement street sweeper. The street sweeper is a demo 2011 Johnston. The Town is receiving an $8,000 credit for the demo and a $10,000 trade -in allowance on its 1999 Johnston sweeper. This item and the lease financing were previously approved in the 2012 budget in the amount of $260,000. A copy of the sales order is attached. Financial Implications: Capital lease purchases are a capital financing tool that lessen the burden of an initial purchase of capital equipment and spreads the cost out over the estimated useful life of the asset. The amount of the lease is $217,004.00 to be amortized over a term of seven (7) years with semi - annual payments at an interest rate of 2.19 %. Requests for quotes were sent to five different financing entities. The Town received two quotes back that met our terms for the financing. US Bancorp's interest rate for the seven year term was the lowest received. Page 1 Recommendation: Staff recommends that the Town Council approve the ordinance discussed above as presented. Town Mananer Comments: Attachments: A— Eric Heil memorandum B — Ordinance No. 12 -04 C — Property Schedule No. 02 and Exhibits D — Sales Order ® Page 2 MEMORANDUM & P� 9►NNI f G, LLC TO: Honorable Mayor Carroll and Town Council Members FROM: Eric J. Heil, Town Attorney THROUGH: Larry Brooks, Town Manager; Scott Wright, Finance Director RE: Review of Lease Purchase Agreement for Street Sweeper DATE: February 23, 2012 Summary: This memorandum provides a legal summary for Council concerning the lease purchase financing agreement for the Johnston Model VT650 Street Sweeper ( "Sweeper'). I have reviewed the various documents and certificates required to close on the lease- purchase financing and the Master Tax - Exempt Lease /Purchase Agreement ( "Master Agreement ") dated August 26, 2011 with US Bancorp Government Leasing and Finance, Inc. ( "Bank "). Overall, the proposed lease purchase agreement is in a form which is legally acceptable. Attached is a draft form of my opinion letter as legal counsel for the Town of Avon. Lease Purchase Agreement Terms: The Town entered into the Master Agreement in 2011 to finance the purchase of plow truck and transit bus. The terms of the Master Agreement allowed for additional lease purchase financing through the additional "Property Schedules." The financing for the Sweeper will occur through the approval of Property Schedule No. 2. Through this method, the terms of the Master Agreement apply to the proposed additional lease purchase financing. Section 6.06 Nonaonropriations of the Master Agreement sets forth the language which complies with the restriction of TABOR by acknowledging that the Town may elect to not appropriate funds for the lease purchase payment (i.e. "Nonappropriation Event "), in which case the equipment must be returned to the Lessor (Bank). The Town, as Lessee would grant a security interest to Bank as a first lien (Master Agreement, Sec. 7.03). The Town would have the option to purchase the equipment for $1 after completing all lease payments (Master Agreement, Sec. 11.01). The Town must provide insurance for the Sweeper (Master Agreement, Sec. 8.03 and INSURANCE AUTHORIZATION AND VERIFICATION form). The Town agrees to indemnify the Bank for any liability or claims arising from the financing or use of the Sweeper (Master Agreement, Sec. 12.04) which indemnification by the Town doesnot include losses from Lessor's willful or negligent conduct or arising out of preparation of a disclosure materials. Town has the right to pay the Prepayment Balance of the lease- purchase agreement at any time (Para. 8 of Property Schedule No. 02, Master Agreement Sec. 11.02 Option to Prepay). Conclusion: The Avon Town Council may lawfully enter into the lease- purchase financing set forth in Property Schedule No. 2 of the Master Agreement. Thank you, Eric Heil Law & Planning, LLC Office: 303.975.6120 2696 South Colorado Blvd., Suite 550 Fax: 720.836.3337 Denver, CO 80222 E -Mail: ericheillaw @gmaii.com TOWN OF AVON, COLORADO ORDINANCE NO. 12 -04 SERIES OF 2012 AN ORDINANCE OF THE TOWN COUNCIL OF TOWN OF AVON, AUTHORIZING THE EXECUTION AND DELIVERY OF PROPERTY SCHEDULE NO. 02 PURSUANT TO THAT CERTAIN MASTER LEASE/PURCHASE AGREEMENT DATED AUGUST 26, 2011 BETWEEN THE TOWN OF AVON AND U.S. BANCORP GOVERNMENT LEASING AND FINANCE, INC., WITH RESPECT TO THE ACQUISITION, PURCHASE, FINANCING AND LEASING OF CERTAIN EQUIPMENT FOR THE PUBLIC BENEFIT; AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS REQUIRED IN CONNECTION THEREWITH; AND AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE 'TRANSACTIONS CONTEMPLATED BY THIS ORDINANCE Whereas, Town of Avon ( "Lessee "), a body politic and corporate duly organized and existing as a home rule authority municipal corporation and body politic organized under the laws of the State of Colorado, is authorized by the laws of the State of Colorado and by Section 14.9(a) of the Avon Home Rule Charter to purchase, acquire and lease personal property for the benefit of the Lessee and its inhabitants and to enter into leasehold agreements with respect thereto; and Whereas, the Lessee desires to purchase, acquire and lease a Johnston Model VT650 Dual C Gutter Broom Sweeper ( "Equipment ") constituting personal property necessary for the Lessee to perform essential governmental functions; and Whereas, the Avon Town Council finds that the Property Schedule No. 2 to the Master Agreement allows the Town to acquire the Equipment within a period not exceeding the useful life of the Equipment; and Whereas, in order to acquire such equipment, the Lessee has previously entered into a Master Tax - Exempt Lease/Purchase Agreement dated August 26, 2011 ( "Master Agreement ") with U.S BANCORP GOVERNMENT LEASING AND FINANCE, INC. ( "Lessor "); and Whereas, the Avon Town Council, as the governing body of the Lessee, deems it for the benefit of the Lessee and for the efficient and effective administration thereof to enter into Property Schedule No. 02 as provided in the Master Agreement for the purchase, acquisition and leasing of the Equipment therein described on the terms and conditions therein provided. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO the following: Section 1. Approval of Documents The form, terms and provisions of Property Schedule No. 02 and the Master Agreement as provided are hereby approved in substantially the form Ord No. 12 -04 Lease - Purchase Property Schedule No. 02 US Bankcorp February 23, 2012 Page 1 of 4 presented at this meeting, with such insertions, omissions and changes as shall be approved by the Mayor of the Town of Avon or other members of the governing body of the Town of Avon executing the same, the execution of such documents being conclusive evidence of such approval; and the Mayor of the Town of Avon is hereby authorized and directed to execute, and the Town Clerk of the Town of Avon is hereby authorized and directed to attest and countersign Property Schedule No. 2 and any related Exhibits attached thereto and to deliver Property Schedule No. 2 (including Exhibits) to the respective parties thereto, and the Town Clerk of the Town of Avon is hereby authorized to affix the seal of the Town of Avon, as Lessee, to such documents. Capitalized terms in this Ordinance shall have the same meaning as defined in the Master Agreement unless such terms are otherwise defined in this Ordinance. Section 2. Other Actions Authorized The officers and employees of the Lessee shall take all action necessary or reasonably required by the parties to carry out, give effect to and consummate the transactions contemplated thereby including execution and delivery of the following document and to take all action necessary in conformity therewith, including, without limitation, the execution and delivery of any closing and other documents required to be delivered in connection with Property Schedule No. 2, including the following documents: (1) Property Schedule No. 02 (2) Property Description and Payment Schedule — Exhibit 1 (3) Lessee's Certificate — Exhibit 3 (4) Payment of Proceeds Instructions — Exhibit 4 (5) Acceptance Certificate — Exhibit 5 (6) Bank Qualification and Arbitrage Rebate — Exhibit 6 (7) Insurance Authorization and Verification (8) Notification of Tax Treatment (9) Form 8038 -G (10) Vehicle Titling Addendum Section 3. No General Liability Nothing contained in this Ordinance, Property Schedule No. 2, nor any other instrument shall be construed with respect to the Lessee as incurring a pecuniary liability or charge upon the general credit of the Lessee or against its taxing power, nor shall the breach of any agreement contained in this Ordinance, Property Schedule No. 2, or any other instrument or document executed in connection therewith impose any pecuniary liability upon the Lessee or any charge upon its general credit or against its taxing power, except to the extent that the Lease Payments payable under each Property Schedule of the Master Agreement are special limited obligations of the Lessee as provided in such Property Schedule. Ord No. 12 -04 Lease - Purchase Property Schedule No. 02 US Bankcorp February 23, 2012 Page 2 of 4 Section 4. Appointment of Authorized Lessee Representatives The Town Manager and Finance Director of the Lessee are each hereby designated to act as authorized representatives of the Lessee for purposes of the Property Schedule No. 2 until such time as the Town Council of the Town of Avon, as Lessee, shall designate any other or different authorized representative. Section 5 Severability If any provision of this Ordinance, or the application of such provision to any person or circumstance, is for any reason held to be invalid, such invalidity shall not affect other provisions or applications of this Ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this Ordinance are declared to be severable. The Town Council hereby declares that it would have passed this Ordinance and each provision thereof, even though any one of the provisions might be declared unconstitutional or invalid. As used in this Section, the term "provision" means and includes any part, division, subdivision, section, subsection, sentence, clause or phrase; the term "application" means and includes an application of an ordinance or any part thereof, whether considered or construed alone or together with another ordinance or ordinances, or part thereof, of the Town. Section 6 Effective Date This Ordinance shall take effect thirty days after final adoption in accordance with Section 6.4 of the Avon Home Rule Charter. Section 7 Safety Clause The Town Council hereby finds, determines and declares that this Ordinance is promulgated under the general police power of the Town of Avon, that it is promulgated for the health, safety and welfare of the public, and that this Ordinance is necessary for the preservation of health and safety and for the protection of public convenience and welfare. Section 8 Publication by Posting The Town Clerk is ordered to publish this Ordinance by posting notice of adoption of this Ordinance on final reading by title in at least three public places within the Town and posting at the office of the Town Clerk, which notice shall contain a statement that a copy of the ordinance in full is available for public inspection in the office of the Town Clerk during normal business hours. [SIGNATURE PAGE FOLL®WS] Ord No. 12 -04 Lease - Purchase Property Schedule No. 02 US Pankcorp February 23, 2012 Page 3 of 4 INTRODUCED, APPROVED, PASSED ON FIRST READING, ORDERED POSTED AND REFERRED TO PUBLIC HEARING and setting such public hearing for 5:30 on March 13, 2012 at the Council Chambers of the Avon Municipal Building, located at One Lake Street, Avon, Colorado, on February 28, 2012. Rich Carroll, Mayor Published by posting in at least three public places in Town and posting at the office of the Town Clerk at least seven days prior to final action by the Town Council. ATTEST: APPROVED AS TO FORM: Patty McKenny, Town Clerk Eric Heil, Town Attorney INTRODUCED, FINALLY APPROVED, AND PASSED ON SECOND READING, AND ORDERED PUBLISHED BY POSTING on March 13, 2012. Rich Carroll, Mayor Published by posting by title in at least three public places in Town and posting by title at the office of the Town Clerk. ATTEST: Patty McKenny, Town Clerk Ord No. 12 -04 Lease - Purchase Property Schedule No. 02 US Bankcorp February 23, 2012 Page 4 of 4 NOTICE OF SALE OF MENTAL PAYMENTSANDASSIGNMENT OF LEASE U.S. Bancorp Equipment Finance, Inc. and Town of Avon ( "Lessee ") have entered into a Master Tax - Exempt Lease /Purchase Agreement ( "Agreement ") dated August 26, 2011 and Property Schedule No. 01 dated August 26 2011 under which Lessee has, or will have prior to its execution hereof, leased Property (the "Property ") described in Exhibit A to the Agreement. Lessee is hereby notified that U.S. Bancorp Equipment Finance, Inc. has assigned its interest in the Agreement, in the leased Property, and in the Lease Payments and all other amounts provided for under the Agreement. Lessee is hereby directed to pay any and all rental payments and other amounts due with respect to which U.S. Bancorp Equipment Finance, Inc.'s Assignee ( "Assignee ") renders an invoice, at the address set out immediately below or as otherwise directed in said invoice: "ASSIGNEE U.S. Bancorp Government Leasing and Finance, Inc. 13010 SW 68 Parkway — Suite 100 Portland, OR 97223 Lessee agrees that it will pay all amounts due under the Agreement as directed in the invoice without any set- off or deduction whatsoever notwithstanding any defect in, damage to, or requisition of any property leased under the Agreement, any other similar or dissimilar event, any defense, set -off, counterclaim or recoupment arising out of any claim against U.S. Bancorp Equipment Finance, Inc. or Assignee. Lessee further agrees that Assignee has not assumed any duties under the Agreement or made any warranties whatsoever as to the Agreement. or the Property. Lessee agrees that no:change may be made to the Agreement without the prior written consent of the Assignee. In signing this, Lessee warrants that its representations and warranties under the Agreement are true and correct.on the date hereof. Seller U.S. Bancorp Equipment Finance, Inc. B y ti. 1 Printed Name. 7 1 Title: ICE FA65 e oow Bate. j j ., J Pro p erty Schedule N ®o 02 Master Tax - Exempt Lease /Purchase Agreement This Property Schedule No. 02 is entered into as of the Commencement Date set forth below, pursuant to that certain Master Tax - Exempt Lease /Purchase Agreement (the "Master Agreement "), dated as of August 26, 2011, between U.S. Bancorp Government Leasing and Finance, Inc., and Town of Avon. 1. Interpretation The terms and conditions of the Master Agreement are incorporated herein by reference as if fully set forth herein. Reference is made to the Master Agreement for all representations, covenants and warranties made by Lessee in the execution of this Property Schedule, unless specifically set forth herein. In the event of a conflict between the provisions of the Master Agreement and the provisions of this Property Schedule, the provisions of this Property Schedule shall control. All capitalized terms not otherwise defined herein shall have the meanings provided in the Master Agreement. 2. Commencement Date The Commencement Date for this Property Schedule is March 15, 2012. 3. Property Description and Payment Schedule. The Property subject to this Property Schedule is described in Exhibit 1 hereto. Lessee shall not remove such property from the locations set forth therein without giving prior written notice to Lessor. The Lease Payment Schedule for this Property Schedule is set forth in Exhibit 1. 4. Opinion. The Opinion of Lessee's Counsel is attached as Exhibit 2. 5. Lessee's Certificate The Lessee's Certificate is attached as Exhibit 3. 6. Proceeds Lessor shall disburse the proceeds of this Property Schedule in accordance with the instructions attached hereto as Exhibit 4. 7. Acceptance Certificate The form of Acceptance Certificate is attached as Exhibit 5. 8. Additional Purchase Option Provisions In addition to the Purchase Option provisions set forth in the Master Agreement, Lease Payments payable under this Property Schedule shall be subject to prepayment in whole at any time by payment of the applicable Termination Amount set forth in Exhibit 1 (Payment Schedule) and payment of all accrued and unpaid interest through the date of prepayment. 9. Bank Qualification and Arbitrage Rebate Attached as Exhibit 6. 10. Expiration. Lessor, at its sole determination, may choose not to accept this Property Schedule if the fully executed, original Master Agreement (including this Property Schedule and all ancillary documents) is not received by Lessor at its place of business by March 15, 2012. IN WITNESS WHEREOF, Lessor and Lessee have caused this Property Schedule to be executed in their names by their duly authorized representatives as of the Commencement Date above. Lessor: U.S. Bancorp Government Leasing and Finance, Inc. Name: Title: Lessee: Town of Avon lR 1ir Title: Attest: By Name: Title: EXHIBIT Property Description and Payment Schedule Re: Property Schedule No. 02 to Master Tax - Exempt Lease /Purchase Agreement U.S. Bancorp Government Leasing and Finance, Inc. and Town of Avon. THE PROPERTY IS AS FOLLOWS: The Property as more fully described in Exhibit A incorporated herein by reference and attached hereto. It includes all replacements, parts, repairs, additions, accessions and accessories incorporated therein or affixed or attached thereto and any and all proceeds of the foregoing, including, without limitation, insurance recoveries. PROPERTY LOCATION: 500 Swift Gulch Road, Avon, CO 81620 USE: Vehicles - This use is essential to the proper, efficient and economic functioning of Lessee or to the services that Lessee provides; and Lessee has immediate need for and expects to make immediate use of substantially all of the Property, which need is not temporary or expected to diminish in the foreseeable future. Lease Payment Schedule Total Principal Amount: $217,004.00 Pay # Date Beginning Balance Pa ment Principal Interest Prepayment Balance 1 15-Sep-2012 217 004.00 16,803.27 14 427.08 2 376.19 208,654.23 2 15- Mar -2013 202,576.92 16 803.27 14,585.05 2,218.22 193 631.62 3 15- Sep -2013 187,991.87 16,803.27 14,744.76 2 178,444.52 4 15- Mar -2014 173 247.11 16,803.27 14,906.22 1,897.06 163,091.12 5 15-Sep-2014 158 340.89 16 803.27 15 069.44 1733.83 147 569.59 6 15- Mar -2015 143 271.45 16 803.27 15 234.45 1 131 878.11 7 15-Sep-2015 128 037.00 16 803.27 15 401.27 1,402.01 116 .81 8 15- Mar -2016 112 635.74 16 803.27 15 569.91 123336 99 977.80 9 15-Sep-2016 97 .82 16,803.27 15 740.40 1 83,765.19 10 15- Mar -2017 81 325.42 16,803.27 15 912.76 890.51 67,375.05 11 15-Sep-2017 65 412.67 16 803.27 16,087.00 716.27 50 805.43 12 15- Mar -2018 49 325.66 16,803.27 16 263.16 540.12 34 .38 13 15-Sep-2018 33 062.51 16,803.27 16 441.24 362.03 17,119. 1 14 15- Mar -2019 16 621.27 16,803.27 16,621.27 182.00 0.00 TOTAL: 235,245.81 217,004.00 18 241.81 Lessee: Town of Avon Name: Title: ERIC J. HEIL, ESQ., A.LC.P., OWNER MEREDITH VAN HORN, ESQ., ASSOCIATE February 28, 2012 U.S. Bancorp Equipment Finance, Inc. 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 RE: Property Schedule No. 2 to Master Tax - Exempt Lease /Purchase Agreement between U.S. Bancorp Equipment Finance, Inc. and Town of Avon, originally dated August 26, 2011 Ladies and Gentlemen: We have acted as special counsel to the Town of Avon ( "Lessee "), in connection with the Master Tax - Exempt Lease /Purchase Agreement, dated as of August 26, 2011 (the "Master Agreement "), between the Town of Avon as lessee, and U.S. Bancorp Equipment Finance, Inc. as lessor ( "Lessor'), and the execution of Property Schedule No. 02 (the "Property Schedule ") pursuant to the Master Agreement. We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. All capitalized terms not otherwise defined herein shall have the meanings provided in the Master Agreement and Property Schedule. As to questions of fact material to our opinion, we have relied upon the representations of Lessee in the Master Agreement and the Property Schedule and in the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion that, under existing law: 1. Lessee is a public body corporate and politic, duly organized and existing under the laws of the State, and has a substantial amount of one or more of the following sovereign powers: (a) the power to tax, (b) the power of eminent domain, and (c) the police power. 2. Lessee has all requisite power and authority to enter into the Master Agreement and the Property Schedule and to perform its obligations thereunder. 3. The execution, delivery and performance of the Master Agreement and the Property Schedule by Lessee has been duly authorized by all necessary action on the part of Lessee. HEIL LAw & PLANNING, LLC OFFICE: 303.975.6120 2696 SOUTH COLORADO BLVD., SUITE 550 FAX: 720.836.3337 DENVER, CO 80222 E -MAIL: ERIC @HEILLAW.COM U.S. Bancorp Equipment Finance, Inc. Master Tax- Exempt Lease /Purchase Agreement— Property Schedule No. 02 Opinion of Lessee's Legal Counsel February 28, 2012 Page 2 of 2 4. All proceedings of Lessee and its governing body relating to the authorization and approval of the Master Agreement and the Property Schedule, the execution thereof and the transactions contemplated thereby have been conducted in accordance with all applicable open meeting laws and all other applicable state and federal laws. 5. Lessee has acquired or has arranged for the acquisition of the Property subject to the Property Schedule, and has entered into the Master Agreement and the Property Schedule, in compliance with all applicable public bidding laws. 6. Lessee has obtained all consents and approvals of other governmental authorities or agencies which may be required for the execution, delivery and performance by Lessee of the Master Agreement and the Property Schedule. 7. The Master Agreement and the Property Schedule have been duly executed and delivered by Lessee and constitute legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with the terms thereof, except insofar as the enforcement thereof may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other laws of equitable principles of general application, or of application to municipalities or political subdivisions such as the Lessee, affecting remedies or creditors' rights generally, and to the exercise of judicial discretion in appropriate cases. 8. As of the date hereof, based on such inquiry and investigation as we have deemed sufficient, no litigation is pending, (or, to our knowledge, threatened) against Lessee in any court (a) seeking to restrain or enjoin the delivery of the Master Agreement or the Property Schedule or of other agreements similar to the Master Agreement; (b) questioning the authority of Lessee to execute the Master Agreement or the Property Schedule, or the validity of the Master Agreement or the Property Schedule, or the payment of principal of or interest on, the Property Schedule; (c) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Master Agreement and the Property Schedule; or (d) affecting the provisions made for the payment of or security for the Master Agreement and the Property Schedule. This opinion may be relied upon by Lessor, its successors and assigns, and any other legal counsel who provides an opinion with respect to the Property Schedule. Very Truly Yours, [DRAFT— NOT FOR EXECUTION) Eric J. Heil, Esq., A.I.C.P. Avon Town Attorney EXHIBIT 3 Lessee's Certificate Re: Property Schedule No. 02 to Master Tax - Exempt Lease /Purchase Agreement U.S. Bancorp Government Leasing and Finance, Inc. and Town of Avon. The undersigned, being the duly elected, qualified and acting ( "Lessee ") do hereby certify, as of March 15, 2012, as follows: the Town of Avon 1. Lessee did, at a meeting of the governing body of the Lessee held (date) by resolution or ordinance duly enacted, in accordance with all requirements of law, approve and authorize the execution and delivery of the above - referenced Property Schedule (the "Property Schedule ") and the Master Tax - Exempt Lease /Purchase Agreement (the "Master Agreement ") by the following named representative of Lessee, to wit: NAME OF EXECUTING OFFICIAL TITLE OF EXECUTING OFFICIAL SIGNATURE OF EXECUTING OFFICIAL And/ Or 2. The above -named representative of the Lessee held at the time of such authorization and holds at the present time the office set forth above. 3. The meeting(s) of the governing body of the Lessee at which the Master Agreement and the Property Schedule were approved and authorized to be executed was duly called, regularly convened and attended throughout by the requisite quorum of the members thereof, and the enactment approving the Master Agreement and the Property Schedule and authorizing the execution thereof has not been altered or rescinded. All meetings of the governing body of Lessee relating to the authorization and delivery of Master Agreement and the Property Schedule have been: (a) held within the geographic boundaries of the Lessee; (b) open to the public, allowing all people to attend; (c) conducted in accordance with internal procedures of the governing body; and (d) conducted in accordance with the charter of the Lessee, if any, and the laws of the State. 4. No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default or a Nonappropriation Event (as such terms are defined in the Master Agreement) exists at the date hereof with respect to this Property Schedule or any other Property Schedules under the Master Agreement. 5. The acquisition of all of the Property under the Property Schedule has been duly authorized by the governing body of Lessee. 6. Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current budget year to make the Lease Payments scheduled to come due during the current budget year under the Property Schedule and to meet its other obligations for the current budget year and such funds have not been expended for other purposes. 7. As of the date hereof, no litigation is pending, (or, to my knowledge, threatened) against Lessee in any court (a) seeking to restrain or enjoy in the delivery of the Master Agreement or the Property Schedule or of other agreements similar to the Master Agreement; (b) questioning the authority of Lessee to execute the Master Agreement or the Property Schedule, or the validity of the Master Agreement or the Property Schedule, or the payment of principal of or interest on, the Property Schedule; (c) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Master Agreement and the Property Schedule; or (d) affecting the provisions made for the payment of or security for the Master Agreement and the Property Schedule. Town of Avon By: Title: SIGNER MUST NOT BE THE SAME AS THE EXECUTING OFFICIAL(S) SHOWN ABOVE. EXHIBIT 4 Pa meat of Proceeds Instructions U.S. Bancorp Government Leasing and Finance, Inc. 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 Re: Property Schedule No. 02 (the "Property Schedule ") to Master Tax - Exempt Lease /Purchase Agreement between U.S. Bancorp Government Leasing and Finance, Inc. ( "Lessor ") and Town of Avon ( "Lessee "). Ladies and Gentlemen: The undersigned, an Authorized Representative of the Lessee hereby requests and authorizes Lessor to disburse the net proceeds of the Property Schedule as follows: Name of Payee: By check By wire transfer If by check, Payee's address: If by wire transfer, instructions as follows: Pay to Bank Name: Bank Address: Bank Phone #: For Account of: Account No.: ABA No.: Lessee: Town of Avon Name: Title: EXHIBIT 5 cceptance Certificate U.S. Bancorp Government Leasing and Finance, Inc. 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 Re: Property Schedule No. 02 to Master Tax - Exempt Lease /Purchase Agreement between U.S. Bancorp Government Leasing and Finance, Inc. and Town of Avon Ladies and Gentlemen: In accordance with the above - referenced Master Tax - Exempt Lease /Purchase Agreement (the "Master Agreement "), the undersigned ( "Lessee ") hereby certifies and represents to, and agrees with, U.S. Bancorp Government Leasing and Finance, Inc. ( "Lessor "), as follows: (1) The Property, as such terms are defined in the above - referenced Property Schedule, has been acquired, made, delivered, installed and accepted on the date indicated below. (2) Lessee has conducted such inspection and /or testing of the Property as it deems necessary and appropriate and hereby acknowledges that it accepts the Property for all purposes. (3) No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default or a Nonappropriation Event (as such terms are defined in the Master Agreement) exists at the date hereof. Acceptance Date: Lessee: Town of Avon Name: Title: ATTACHED EXHIBIT A -- PROPERTY DESCRIPTION Equipment as described in Macdonald Equipment Sales Order dated January 25. 2012, inserted below, incorporated herein by this reference. MICE- Demo 2011 Juonston Moo E-( VT650 Dual Gutter Broom Svmeper vAh ag standard equipmam mounfeed on a ral I CMG C26-0.*rCh2ssia t 6.7 200HP Engine w41h — r-PA2Gt0emi*tons and AjC Less Cm-mo Credit 00006. S'CatCh Basin Extension Banded Inlet Duct & Son Extra Try Rear Rear Work Ugh;s Lem, Trade U) .1 M Jutwistan W-605 Swelter MAXES(tF-APPLICA8LE-) NonTayzWeGrwermenlaf T(5-rAL EXHIBIT 6 Bank Qualification And Arbitrage Rebate U.S. Bancorp Government Leasing and Finance, Inc. 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 Re: Property Schedule No. 02 to Master Tax - Exempt Lease /Purchase Agreement U.S. Bancorp Government Leasing and Finance, Inc. and Town of Avon Bank Qualified Tax - Exempt Obligation under Section 265 Lessee hereby designates this Property Schedule as a "qualified tax - exempt obligation" as defined in Section 265(b)(3)(B) of the Code. Lessee reasonably anticipates issuing tax - exempt obligations (excluding private activity bonds other than qualified 501(c)(3) bonds and including all tax - exempt obligations of subordinate entities of the Lessee) during the calendar year in which the Commencement Date of this Property Schedule falls, in an amount not exceeding $10,000,000. Arbitrage Rebate Eighteen Month Exception: Pursuant to Treasury Regulations Section 1.148 -7(d), the gross proceeds of this Property Schedule will be expended for the governmental purposes for which this Property Schedule was entered into, as follows: at least 15% within six months after the Commencement Date, at least 60% within 12 months after the Commencement Date, and 100% within 18 months after the Commencement Date. If Lessee is unable to comply with Section 1.148 -7(d) of the Treasury Regulations, Lessee shall compute rebatable arbitrage on this Agreement and pay rebatable arbitrage to the United States at least once every five years, and within 60 days after payment of the final Lease Payment due under this Agreement. Lessee: Town of Avon Name: Title: Language for UCC Financing Statements Schedule 1 SECURED PARTY: U.S. Bancorp Government Leasing and Finance, Inc DEBTOR: Town of Avon This financing statement covers all of Debtor's right, title and interest, whether now owned or hereafter acquired, in and to the equipment leased to Debtor under Property Schedule No. 02 dated March 15, 2012 to that certain Master Tax - Exempt Lease Purchase Agreement dated as of August 26, 2011, in each case between Debtor, as Lessee, and Secured Party, as Lessor, together with all accessions, substitutions and replacements thereto and therefore, and proceeds (cash and non - cash), including, without limitation, insurance proceeds, thereof, including without limiting, all equipment described on Exhibit A attached hereto and made a part hereof. Debtor has no right to dispose of the equipment. INSURANCE AUTHORIZATION AND VERIFICATION Date: Property Schedule No: 02 To: Town of Avon (the "Lessee ") From: U.S. Bancorp Government Leasing and Finance, Inc. (the "Lessor ") PO Box 975 13010 SW 68th Parkway, Suite 100 Avon, CO 81620 Portland, OR 97223 Attn: Myra Aksamit TO THE LESSEE: In connection with the above - referenced Property Schedule, Lessor requires proof in the form of this document, executed by both Lessee" and Lessee's agent, that Lessee's insurable interest in the financed property (the "Property ") meets Lessor's requirements as follows, with coverage including, but not limited to, fire, extended coverage, vandalism, and theft: Lessor, AND ITS SUCCESSORS AND ASSIGNS, shall be covered as both ADDITIONAL INSURED and LENDER'S LOSS PAYEE with regard to all equipment financed or leased by policy holder through or from Lessor. All such insurance shall contain a provision to the effect that such insurance shall not be canceled or modified without first giving written notice thereof to Lessor and Lessee at least thirty (30) days in advance of such cancellation or modification. Lessee must carry GENERAL LIABILITY (and /or, for vehicles, Automobile Liability) in the amount of no less than $1,000,000.00 (one million dollars). Lessee must carry PROPERTY Insurance (or, for vehicles, Physical Damage Insurance) in an amount no less than the 'Insurable Value' $217,004.00, with deductibles no more than $10,000.00. *Lessee: Please execute this form and return with your document package. Lessor will fax this form to your insurance agency for endorsement. In lieu of agent endorsement, Lessee's agency may submit insurance certificates demonstrating compliance with all requirements. If fully executed form (or Lessee - executed form plus certificates) is not provided within 15 days, we have the right to purchase such insurance at your expense. Should you have any questions, please contact Myra Aksamit at (303) 585 -4054. By signing, Lessee authorizes the Agent named below: 1) to complete and return this form as indicated; and 2) to endorse the policy and subsequent renewals to reflect the required coverage as outlined above. Agency /Agent: / Address: Phone /Fax: E -Mail TO THE AGENT: In lieu of providing a certificate, please execute this form in the space below and promptly fax it to Lessor at 303 - 585 -4732. This fully endorsed form shall serve as proof that Lessee's insurance meets the above requirements. Agent hereby verifies that the above requirements have been met in regard to the Property listed below. Print Name Of Agency: By: (Agent's Signature) Print Name: X Date: X Insurable Value: $217,004.00 ATTACHED: PROPERTY DESCRIPTION FOR PROPERTY SCHEDULE NO.: 02 Notification of Tax Treatment to Tax- Exempt Lease /Purchase Agreement This Notification of Tax Treatment is pursuant to a Master Tax - Exempt Lease /Purchase Agreement dated as of August 26, 2012 and the related Property Schedule No. 2 dated March 15, 2012, between Lessor and Lessee (the "Agreement "). Lessee agrees that this Property Schedule SHOULD be subject to sales /use taxes Lessee agrees that this Property Schedule should NOT be subject to sales /use taxes and Lessee has included our tax - exemption certificate with this document package Lessee agrees that this Property Schedule should NOT be subject to sales /use taxes and no tax - exemption certificate is issued to us by the State Lessee agrees that this Property Schedule is a taxable transaction and subject to any /all taxes Lessee agrees that this Property Schedule is subject to sales /use taxes and will pay those taxes directly to the State or Vendor IN WITNESS WHEREOF, Lessee has caused this Notification of Tax Treatment to be executed by their duly authorized representative. Date: Lessee: Town of Avon B: Name: Title: Form 8038®; Information Return for Tax - Exempt Governmental Obligations (Rev. September 2011) ® Under Internal Revenue Code section 149(e) OMB No. 1545 -0720 11i See separate instructions. Department of the Treasury Internal Revenue Service Caution: If the issue price is under $100,000, use Form 8038 -GC. MRiIIIII■ Reoortina Authoritv If Amended Return. check here ► n 1 Issuer's name 2 Issuer's employer identification number (EIN) 3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a 4 Number and street (or P.O. box if mail is not delivered to street address) Room /suite 5 Report number (For IRS Use Only) 3 6 City, town, or post office, state, and ZIP code 7 Date of issue 8 Name of issue 9 CUSIP number 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see instructions) 10b Telephone number of officer or other employee shown on 10a ■:Trial■ Tvne of Issue (enter the issue Dricel. See the instructions and attach schedule. 11 12 13 14 15 16 17 18 19 20 Education . . . . . . . . . . . . . . . . . . . . . . . . Health and hospital . . . . . . . . . . . . . . . . . . . . Transportation . . . . . . . . . . . . . . . . . . . . . . Public safety . . . . . . . . . . . . . . . . . . . . . . . Environment (including sewage bonds) . . . . . . . . . . . . . . Housing . . . . . . . . . . . . . . . . . . . . . . . . Utilities . . . . . . . . . . . . . . . . . . . . . . . . Other. Describe ► If obligations are TANS or RANs, check only box 19a . . . . . . . . . If obligations are BANS, check only box 19b . . . . . . . . . . . . If obligations are in the form of a lease or installment sale, check box . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ► ❑ . . . . ► ❑ . . . . ► ❑ 11 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22 12 23 13 23 Issue price of entire issue (enter amount from line 21, column (b)) . . . . . 14 Proceeds used for bond issuance costs (including underwriters' discount) . . 24 15 25 16 17 26 Proceeds allocated to reasonably required reserve or replacement fund . 26 18 27 Proceeds used to currently refund prior issues . . . . . . . . . 27 Description of Obligations. Complete for the entire issue for which this form is being filed. (a) Final maturity date (b) Issue price (c) Stated redemption price at maturity (d) Weighted average maturity (e) Yield 21 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . $ $ years % limm Uses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22 23 23 Issue price of entire issue (enter amount from line 21, column (b)) . . . . . 24 Proceeds used for bond issuance costs (including underwriters' discount) . . 24 25 Proceeds used for credit enhancement . . . . . . . . . . . . 25 26 Proceeds allocated to reasonably required reserve or replacement fund . 26 27 Proceeds used to currently refund prior issues . . . . . . . . . 27 28 Proceeds used to advance refund prior issues . . . . . . . . . 28 29 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . 29 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) . 30 EMBU - Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ► years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ► years 33 Enter the last date on which the refunded bonds will be called (MM /DD/YYYY) . . . . . . ► 34 Enter the date(s) the refunded bonds were issued ► (MM /DD/YYYY) For Paperwork Reduction Act Notice, see separate instructions. cat. No. 637735 Form 8038 -G (Rev. 9 -2011) Form 8038 -G (Rev. 9 -2011) Page 2 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC) (see instructions) . . . . . . . . . . . . . . . . . . . . . . . 36a b Enter the final maturity date of the GIC ► C Enter the name of the GIC provider 10- 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 37 38a If this issue is a loan made from the proceeds of another tax - exempt issue, check box ► ❑ and enter the following information: b Enter the date of the master pool obligation ► C Enter the EIN of the issuer of the master pool obligation ► d Enter the name of the issuer of the master pool obligation ► 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box . . . pp- 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . . . ► ❑ 41a If the issuer has identified a hedge, check here ► ❑ and enter the following information: b Name of hedge provider Do- c Type of hedge ► d Term of hedge ► 42 If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . . . . . . . ► ❑ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box . . . . . . . . ► ❑ 44 If the issuer has established written procedures to monitor the requirements of section 148, check box . . . . . ► ❑ 45a If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount of reimbursement . . . . . . . . . ► b Enter the date the official intent was adopted ► Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge Signature and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to and process this return, to the person that I have authorized above. Consent Signature of issuer's authorized representative Date ' Type or print name and title Paid Print/Type preparer's name Preparer's signature Date Check ❑ if PTIN Preparer self - employed Use Only Firm's name ► Firm's EIN ► Firm's address ► Phone no. Form 8038 -G (Rev. 9 -2011) VEHICLE TITLING ADDENDUM Master Tax - Exempt Lease /Purchase Agreement dated August 26, 2011; Property Schedule No. 02 dated March 15, 2012, between Town of Avon as Lessee and U.S. Bancorp Government Leasing and Finance, Inc. as Lessor. 1. Lessor and Lessee hereby agree to amend the above referenced Agreement to add additional terms and conditions as set forth below: Lessee agrees that it will provide to Lessor the original title documentation to the Equipment. Lessee shall provide such title documentation to Lessor within 15 days of Lessee's receipt of such title documentation from the appropriate titling authority. Lessee's failure to provide Lessor with title documentation to the Equipment in a timely fashion shall be deemed a condition of Default as defined in the default paragraph herein subject to remedies available to Lessor pursuant to the remedies paragraph. You further agree to pay a month to month unobtained titling fee if we have not received the correct transferred title in our office. 2. Location: Lessor agrees that in regard to the location of the equipment, Lessee must be responsible for maintaining records showing the location of each piece of Leased equipment. Lessee will report this location to Lessor upon written request by Lessor. Failure to do so shall constitute a breach of the Agreement, which default shall be governed by the terms and conditions specified in the default and /or remedies paragraph of the Agreement. 3. Lessee will complete the physical titling of the vehicle as required by the state of Lessee's residence and guarantee U.S. Bancorp Government Leasing and Finance, Inc. that U.S. Bancorp Government Leasing and Finance, Inc. will receive the original title to the leased vehicle in a timely manner. Lessee agrees to indemnify U.S. Bancorp Government Leasing and Finance, Inc. from any damage or loss it incurs, including legal fees, due to its failure to complete its agreement herein. THE APPLICATION FOR TITLE MUST INCLUDE THE FOLLOWING AS IT LIEN HOLDER: U.S. BANCORP GOVERNMENT LEASING AND FINANCE, INC. 13010 SW 68` Parkway, Suite 100 Portland, OR 97223 By signing this Addendum, Lessee acknowledges the above changes to the Agreement and authorizes Lessor to make such changes. In all other respects the terms and conditions of the Agreement remain in full force and effect. Lessor: U.S. Bancorp Government Leasing and Finance, Inc. By: Name: Title: Date: Lessee: Town of Avon Name: Title: Date: 7333 HWY 85 PO BOX 1865 COMMERCE CrFY, CO 80037-1865 PH 303-287-7401 FAX 303-287-7404 SALES ORDER Customer No. 03331 DATE: January 25, 2012 SOLD TO: Town of Avon 500 Swift Gulch Road Avon, CO 81620 CUSTOMER P.O.4 DELIVER TO: Avon, GO 81620 VIA: F.O.B. Avon, GO 81620 Delivery Charge YIN Terms (Specify): Net 30 Days Requested Del- Date: QTY DESCRIPTION (Specify) PRICE Demo 2011 Johnston Model VI`650 Dual Gutter Broom Sweeper with aff standard equipment mounted on a. 2011 CIVIC Cab-Over Chassis ISB 6.7 200HP Engine with EPA 201 emissions and AfC $229,719.00 Less Demo Credit Options. 6' Catch Basin Extension $,535,00 Bonded Inlet Duct & Seat $2,500..L Extra Try Rear $1,500.00 Rear Work Lights $750.00 Less Trade In: 1999 Johnston, VT-60 Sweeper 1 0.000.001 TAXES (IF APPLICABLE) Non-Taxable Gaveramental' TOTAL $217,004.00: WARRANTY TERMS: Standard Factory Purchaser: Authorized Signature (C-1—Y Title- X Date X FED TAX ID# X oil swrr. Type of , business (please circle one). Sore propnetorship,, corporation, partnership, LLF>, LLc Buyer agatees to 13%,kv any;jnd all Sales, L.T and I F = - : , K , se �Yu2j, etc NVIICFQ ap, 11 1 CL P ic ithIc Macdonald Equipment Company makes no warranty expressed or implied of merch antabilavor filuess, beyond the description on the face. hereof. All ordm subject to Macdonald Equipfli-C Cmnpar�y Office. Approval and Aecupralice. All Pa,,mcrn Must Be in US.- Funds- AIJ deposits are non reffindable- unless noted above in terms FOR OFFICE USE ONL Approved: By — Date Title: Salesman: —Date PAGE 1 of 1 Memo To: Honorable Mayor and Town Council Thru: Larry Brooks, Town Manager Legal: Eric Heil, Town Attorney From: Scott Wright, Finance Director Date: March 6, 2012 Initials MIMI Re: Second Reading - Ordinance No. 12 -04, Authorizing the Execution and Delivery of Property Schedule No. 2 to Purchase a Street Sweeper Summary This ordinance adopts Property Schedule No. 02 pursuant to the Master Tax - Exempt Lease/Purchase Agreement with U.S. Bancorp Equipment Finance, Inc. that was adopted last year. First reading of the ordinance was passed on February 28. Since first reading the title of the ordinance has been changed slightly to be more informative. Property Schedule No. 02 is for the financing of the purchase of a replacement street sweeper. The street sweeper is a demo 2011 Johnston. The Town is receiving an $8,000 credit for the demo and a $10,000 trade -in allowance on its 1999 Johnston sweeper. This item and the lease financing were previously approved in the 2012 budget in the amount of $260,000. A copy of the sales order is attached. Financial Implications: Capital lease purchases are a capital financing tool that lessen the burden of an initial purchase of capital equipment and spreads the cost out over the estimated useful life of the asset. The amount of the lease is $217,004.00 to be amortized over a term of seven (7) years with semi - annual payments at an interest rate of 2.19 %. Requests for quotes were sent to five different financing entities. The Town received two quotes back that met our terms for the financing. US Bancorp's interest rate for the seven year term was the lowest received. Page 1 Recommendation: Staff recommends that the Town Council approve the ordinance discussed above as presented. Town Mananer Comments: nil Attachments: A — Eric Heil memorandum B — Ordinance No. 12 -04 C — Property Schedule No. 02 and Exhibits D — Sales Order • Page 2 MEMORANDUM TO: Honorable Mayor Carroll and Town Council Members FROM: Eric J. Heil, Town Attorney THROUGH: Larry Brooks, Town Manager; Scott Wright, Finance Director RE: Review of Lease Purchase Agreement for Street Sweeper D ATE: February 23, 2012 Summary: This memorandum provides a legal summary for Council concerning the lease purchase financing agreement for the Johnston Model VT650 Street Sweeper ( "Sweeper'). I have reviewed the various documents and certificates required to close on the lease- purchase financing and the Master Tax - Exempt Lease /Purchase Agreement ( "Master Agreement ") dated August 26, 2011 with US Bancorp Government Leasing and Finance, Inc. ( "Bank "). Overall, the proposed lease purchase agreement is in a form which is legally acceptable. Attached is a draft form of my opinion letter as legal counsel for the Town of Avon. Lease Purchase Agreement Terms: The Town entered into the Master Agreement in 2011 to finance the purchase of plow truck and transit bus. The terms of the Master Agreement allowed for additional lease purchase financing through the additional "Property Schedules." The financing for the Sweeper will occur through the approval of Property Schedule No. 2. Through this method, the terms of the Master Agreement apply to the proposed additional lease purchase financing. Section 6.06 Nonap rn opri ations of the Master Agreement sets forth the language which complies with the restriction of TABOR by acknowledging that the Town may elect to not appropriate funds for the lease purchase payment (i.e. "Nonappropriation Event`l, in which case the equipment must be returned to the Lessor (Bank). The Town, as Lessee would grant a security interest to Bank as a first lien (Master Agreement, Sec. 7.03). The Town would have the option to purchase the equipment for $1 after completing all lease payments (Master Agreement, Sec. 11.01). The Town must provide insurance for the Sweeper (Master Agreement, Sec. 8.03 and INSURANCE AUTHORIZATION AND VERIFICATION form). The Town agrees to indemnify the Bank for any liability or claims arising from the financing or use of the Sweeper (Master Agreement, Sec. 12.04) which indemnification by the Town doesnot include losses from Lessor's willful or negligent conduct or arising out of preparation of a disclosure materials. Town has the right to pay the Prepayment Balance of the lease- purchase agreement at any time (Para. 8 of Property Schedule No. 02, Master Agreement Sec. 11.02 Opti to Prepa Conclusion: The Avon Town Council may lawfully enter into the lease- purchase financing set forth in Property Schedule No. 2 of the Master Agreement. Thank you, Eric Heil Law & Planning, LLC Office: 303975.6120 2696 South Colorado Blvd., Suite 550 Fa)c 720.836.3337 Denver, CO 80222 E -Mail: ericheillaw @gmaii.com TOWN OF AVON, COLORADO ORDINANCE NO. 12 -04 SERIES OF 2012 AN ORDINANCE AUTHORIZING THE EXECUTION AND DELIVERY OF PROPERTY SCHEDULE NO. 02 TO PURCHASE A STREET SWEEPTER PURSUANT TO THE MASTER LEASE/PURCHASE AGREEMENT DATED AUGUST 26, 2011 BETWEEN THE TOWN OF AVON AND U.S. BANCORP GOVERNMENT LEASING AND FINANCE, INC. Whereas, Town of Avon ( "Lessee "), a body politic and corporate duly organized and existing as a home rule authority municipal corporation and body politic organized under the laws of the State of Colorado, is authorized by the laws of the State of Colorado and by Section 14.9(a) of the Avon Home Rule Charter to purchase, acquire and lease personal property for the benefit of the Lessee and its inhabitants and to enter into leasehold agreements with respect thereto; and Whereas, the Lessee desires to purchase, acquire and lease a Johnston Model VT650 Dual Gutter Broom Sweeper ( "Equipment ") constituting personal property necessary for the Lessee to perform essential governmental functions; and Whereas, the Avon Town Council finds that the Property Schedule No. 2 to the Master Agreement allows the Town to acquire the Equipment within a period not exceeding the useful life of the Equipment; and Whereas, in order to acquire such equipment, the Lessee has previously entered into a Master Tax - Exempt Lease /Purchase Agreement dated August 26, 2011 ( "Master Agreement ") with U.S BANCORP GOVERNMENT LEASING AND FINANCE, INC. ( "Lessor "); and Whereas, the Avon Town Council, as the governing body of the Lessee, deems it for the benefit of the Lessee and for the efficient and effective administration thereof to enter into Property Schedule No. 02 as provided in the Master Agreement for the purchase, acquisition and leasing of the Equipment therein described on the terms and conditions therein provided. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO the following: Section 1. Approval of Documents The form, terms and provisions of Property Schedule No. 02 and the Master Agreement as provided are hereby approved in substantially the form presented at this meeting, with such insertions, omissions and changes as shall be approved by the Mayor of the Town of Avon or other members of the governing body of the Town of Avon executing the same, the execution of such documents being conclusive evidence of such approval; and the Mayor of the Town of Avon is hereby authorized and directed to execute, and the Town Clerk of the Town of Avon is hereby authorized and directed to attest and countersign Property Schedule No. 2 and any related Exhibits attached thereto and to deliver Property Schedule No. 2 (including Exhibits) to the respective parties thereto, and the Town Clerk of the Ord No. 12 -04 Lease - Purchase Property Schedule No. 02 US Bankcorp March 6, 2012 Page 1 of 4 Town of Avon is hereby authorized to affix the seal of the Town of Avon, as Lessee, to such documents. Capitalized terms in this Ordinance shall have the same meaning as defined in the Master Agreement unless such terms are otherwise defined in this Ordinance. Section 2. Other Actions Authorized The officers and employees of the Lessee shall take all action necessary or reasonably required by the parties to carry out, give effect to and consummate the transactions contemplated thereby including execution and delivery of the following document and to take all action necessary in conformity therewith, including, without limitation, the execution and delivery of any closing and other documents required to be delivered in connection with Property Schedule No. 2, including the following documents: (1) Property Schedule No. 02 (2) Property Description and Payment Schedule — Exhibit 1 (3) Lessee's Certificate — Exhibit 3 (4) Payment of Proceeds Instructions — Exhibit 4 (5) Acceptance Certificate — Exhibit 5 (6) Bank Qualification and Arbitrage Rebate — Exhibit 6 (7) Insurance Authorization and Verification (8) Notification of Tax Treatment (9) Form 8038 -G (10) Vehicle Titling Addendum Section 3. No General Liability Nothing contained in this Ordinance, Property Schedule No. 2, nor any other instrument shall be construed with respect to the Lessee as incurring a pecuniary liability or charge upon the general credit of the Lessee or against its taxing power, nor shall the breach of any agreement contained in this Ordinance, Property Schedule No. 2, or any other instrument or document executed in connection therewith impose any pecuniary liability upon the Lessee or any charge upon its general credit or against its taxing power, except to the extent that the Lease Payments payable under each Property Schedule of the Master Agreement are special limited obligations of the Lessee as provided in such Property Schedule. Section 4. Appointment of Authorized Lessee Representatives The Town Manager and Finance Director of the Lessee are each hereby designated to act as authorized representatives of the Lessee for purposes of the Property Schedule No. 2 until such time as the Town Council of the Town of Avon, as Lessee, shall designate any other or different authorized representative. Section 5. Severability If any provision of this Ordinance, or the application of such provision to any person or circumstance, is for any reason held to be invalid, such invalidity shall Ord No. 12 -04 Lease - Purchase Property Schedule No. 02 US Bankcorp March 6, 2012 Page 2 of 4 not affect other provisions or applications of this Ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this Ordinance are declared to be severable. The Town Council hereby declares that it would have passed this Ordinance and each provision thereof, even though any one of the provisions might be declared unconstitutional or invalid. As used in this Section, the term "provision" means and includes any part, division, subdivision, section, subsection, sentence, clause or phrase; the term "application" means and includes an application of an ordinance or any part thereof, whether considered or construed alone or together with another ordinance or ordinances, or part thereof, of the Town. Section 6. Effective Date This Ordinance shall take effect thirty days after final adoption in accordance with Section 6.4 of the Avon Home Rule Charter. Section I Safety Clause The Town Council hereby finds, determines and declares that this Ordinance is promulgated under the general police power of the Town of Avon, that it is promulgated for the health, safety and welfare of the public, and that this Ordinance is necessary for the preservation of health and safety and for the protection of public convenience and welfare. Section 8. Publication by Posting The Town Clerk is ordered to publish this Ordinance by posting notice of adoption of this Ordinance on final reading by title in at least three public places within the Town and posting at the office of the Town Clerk, which notice shall contain a statement that a copy of the ordinance in full is available for public inspection in the office of the Town Clerk during normal business hours. [SIGNATURE PAGE FOLLOWS] Ord No. 12 -04 Lease - Purchase Property Schedule No. 02 US Bankcorp March 6, 2012 Page 3 of 4 INTRODUCED, APPROVED, PASSED ON FIRST READING, ORDERED POSTED AND REFERRED TO PUBLIC HEARING and setting such public hearing for 5:30 on March 13, 2012 at the Council Chambers of the Avon Municipal Building, located at One Lake Street, Avon, Colorado, on February 28, 2012. Rich Carroll, Mayor Published by posting in at least three public places in Town and posting at the office of the Town Clerk at least seven days prior to final action by the Town Council. ATTEST: APPROVED AS TO FORM: Patty McKenny, Town Clerk Eric Heil, Town Attorney INTRODUCED, FINALLY APPROVED, AND PASSED ON SECOND READING, AND ORDERED PUBLISHED BY POSTING on March 13, 2012. Rich Carroll, Mayor Published by posting by title in at least three public places in Town and posting by title at the office of the Town Clerk. ATTEST: Patty McKenny, Town Clerk Ord No. 12 -04 Lease - Purchase Property Schedule No. 02 US Bankcorp March 6, 2012 Page 4 of 4 NOTICE OF SALE OF RENTAL PAYMENTSANDASSIGNMENT OF LEASE U.S. Bancorp Equipment Finance, Inc. and Town of Avon ( "Lessee ") have entered into a Master Tax - Exempt Lease/Purchase Agreement ( "Agreement") dated August 26, 2011 and Property Schedule No. 01 dated August 26, 2011 under which Lessee has, or will have'prior to its execution hereof, leased Property (the "Property') described in Exhibit A to the Agreement. Lessee is hereby notified that U.S. Bancorp Equipment Finance, Inc. has assigned its interest in the Agreement, in the leased Property, and in the Lease Payments and all other amounts provided for under the Agreement. Lessee is hereby directed to pay any and all rental payments and other amounts due with respect to which U.S. Bancorp Equipment Finance, Inc.'s Assignee ( "Assignee ") renders an invoice, at the address set out immediately below or as otherwise directed in said invoice: "ASSIGNEE" U.S. Bancorp Government Leasing and Finance, Inc. 13010 SW 6e Parkway — Suite 100 Portland, OR 97223 Lessee agrees that it will pay all amounts due under the Agreement as directed in the invoice without any set- off or deduction whatsoever notwithstanding any defect in, damage to, or requisition of any property leased under the Agreement, any other similar or dissimilar event, any defense, set -off, counterclaim or recoupment arising'out of any claim against U.S. Bancorp Equipment Finance, Inc. or Assignee. Lessee further agrees that Assignee has not assumed any duties under the Agreement or made any warranties whatsoever as to the Agreement or the Property. Lessee agrees that no- change may be made to the Agreement without the prior written consent of the Assignee. In signing this, Lessee warrants that its representations and warranties under the Agreement are true and correct on the date hereof. Seller- U.S. Bancorp Equipment Finance; Inc. BY Printed Name: 7 Title: Date: Property Schedule No. 02 Master Tax - Exempt Lease /Purchase Agreement This Property Schedule No. 02 is entered into as of the Commencement Date set forth below, pursuant to that certain Master Tax - Exempt Lease /Purchase Agreement (the "Master Agreement "), dated as of August 26, 2011, between U.S. Bancorp Government Leasing and Finance, Inc., and Town of Avon. 1. Interpretation The terms and conditions of the Master Agreement are incorporated herein by reference as if fully set forth herein. Reference is made to the Master Agreement for all representations, covenants and warranties made by Lessee in the execution of this Property Schedule, unless specifically set forth herein. in the event of a conflict between the provisions of the Master Agreement and the provisions of this Property Schedule, the provisions of this Property Schedule shall control. All capitalized terms not otherwise defined herein shall have the meanings provided in the Master Agreement. 2. Commencement Date The Commencement Date for this Property Schedule is March 15, 2012. 3. Property Description and Payment Schedule. The Property subject to this Property Schedule is described in Exhibit 1 hereto. Lessee shall not remove such property from the locations set forth therein without giving prior written notice to Lessor. The Lease Payment Schedule for this Property Schedule is set forth in Exhibit 1. 4. 0 inion. The Opinion of Lessee's Counsel is attached as Exhibit 2. 5. Lessee's Certificate The Lessee's Certificate is attached as Exhibit 3. 6. Proceeds Lessor shall disburse the proceeds of this Property Schedule in accordance with the instructions attached hereto as Exhibit 4. 7. Acceptance Certificate The form of Acceptance Certificate is attached as Exhibit 5. 8. Additional Purchase Option Provisions In addition to the Purchase Option provisions set forth in the Master Agreement, Lease Payments payable under this Property Schedule shall be subject to prepayment in whole at any time by payment of the applicable Termination Amount set forth in Exhibit 1 (Payment Schedule) and payment of all accrued and unpaid interest through the date of prepayment. 9. Bank Qualification and Arbitrage Rebate Attached as Exhibit 6. 10, Expiration. Lessor, at its sole determination, may choose not to accept this Property Schedule if the fully executed, original Master Agreement (including this Property Schedule and all ancillary documents) is not received by Lessor at its place of business by March 15, 2012. IN WITNESS WHEREOF, Lessor and Lessee have caused this Property Schedule to be executed in their names by their duly authorized representatives as of the Commencement Date above. Lessor: U.S. Bancorp Government Leasing and Finance, Inc. B: Name: Title: Lessee: Town of Avon B: Name: Title: Attest: B Name: Title: EXHIBIT 1 l Property Description and Payment Schedule Re: Property Schedule No. 02 to Master Tax - Exempt Lease /Purchase Agreement U.S. Bancorp Government Leasing and Finance, Inc. and Town of Avon. THE PROPERTY IS AS FOLLOWS: The Property as more fully described in Exhibit A incorporated herein by reference and attached hereto. It includes all replacements, parts, repairs, additions, accessions and accessories incorporated therein or affixed or attached thereto and any and all proceeds of the foregoing, including, without limitation, insurance recoveries. PROPERTY LOCATION: 500 Swift Gulch Road, Avon, CO 81620 USE: Vehicles - This use is essential to the proper, efficient and economic functioning of Lessee or to the services that Lessee provides; and Lessee has immediate need for and expects to make immediate use of substantially all of the Property, which need is not temporary or expected to diminish in the foreseeable future. Lease Payment Schedule Total Principal Amount: $217,004.00 Pa # Date Beginning Balance Payment Principal Interest Prenavmen_t Balance 1 15-Sep-2012 2-1-7,0-0-4,0-0- 16 803.27 14 427.08 2 208 654.23 2 15- Mar -2013 20Z 576.92 16 803,27 14 585.05 2 193 631.62 3 15-Sep-2013 187 991.87 16 803.27 14 744.76 2,058.51 178 444.52 4 15- Mar -2014 173,247,11 16 803.27 14 906.22 1 163 091.12 5 15-Sep-2014 158,34 . 16 803.27 15 069.44 1733.83 147 569.59 6 15- Mar -2015 143 271.45 16 803.27 15 234.45 1,568.82 131 878.11 7 15 -Se -2015 128 037.00 16 803.27 15 401.27 1402.01 116 014.81 8 15- Mar -2016 112 635.74 16 .27 15 569.91 1,233.36 99 977.80 9 15 -Se -2016 97 065.82 16 803.27 15 740.40 1062.87 83,765.19_ 10 15- Mar -2017 81325.42 16 803.27 15 912.76 890.51 67 375.05 11 15-Sep-2017 65 412.67 16 803.27 16 087.00 716.27 50 805.43 12 15- Mar -2018 49 325.66 16 803.27 16 263.16 540.12 34,054-38 13 15-Sep-2018 33 062.51 16 803.27 16 441.24 1 362.03 17 119.91 14 15- Mar -2019 16 621.27 1 1 7 21.27 182.00 0.00 TOTAL: 235 245.81 217 004.00 18 241.81 Lessee: Town of Avon Name: ERIC J. HEIL, ESQ., A.I.C.P., OWNER MEREDITH VAN HORN, ESQ., ASsoaAFE February 28, 2012 U.S. Bancorp Equipment Finance, Inc. 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 RE: Property Schedule No. 2 to Master Tax - Exempt Lease /Purchase Agreement between U.S. Bancorp Equipment Finance, Inc. and Town of Avon, originally dated August 26, 2011 Ladies and Gentlemen: We have acted as special counsel to the Town of Avon ( "Lessee "), in connection with the Master Tax- Exempt Lease /Purchase Agreement, dated as of August 26, 2011 (the "Master Agreement "), between the Town of Avon as lessee, and U.S. Bancorp Equipment Finance, Inc. as lessor ( "Lessor "), and the execution of Property Schedule No. 02 (the "Property Schedule ") pursuant to the Master Agreement. We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. All capitalized terms not otherwise defined herein shall have the meanings provided in the Master Agreement and Property Schedule. As to questions of fact material to our opinion, we have relied upon the representations of Lessee in the Master Agreement and the Property Schedule and in the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion that, under existing taw: 1. Lessee is a public body corporate and politic, duly organized and existing under the laws of the State, and has a substantial amount of one or more of the following sovereign powers: (a) the power to tax, (b) the power of eminent domain, and (c) the police power. 2. Lessee has all requisite power and authority to enter into the Master Agreement and the Property Schedule and to perform its obligations thereunder. 3. The execution, delivery and performance of the Master Agreement and the Property Schedule by Lessee has been duly authorized by all necessary action on the part of Lessee. HEIL LAw & PLANNING, LLC OFFICE: 303.975.6120 2696 SOUTH COLORADO BLVD, SUITE 550 FAX: 720.836.3337 DENVER, CO 80222 E-MAIL: ERIC @HEILLAw.COM U.S. Bancorp Equipment Finance, Inc. Master Tax- Exempt Lease/Purchase Agreement— Property Schedule No. 02 Opinion of Lessee's Legal Counsel February 28, 2012 Page 2 of 2 4. All proceedings of Lessee and its governing body relating to the authorization and approval of the Master Agreement and the Property Schedule, the execution thereof and the transactions contemplated thereby have been conducted in accordance with all applicable open meeting laws and all other applicable state and federal laws. 5. Lessee has acquired or has arranged for the acquisition of the Property subject to the Property Schedule, and has entered into the Master Agreement and the Property Schedule, in compliance with all applicable public bidding laws. 6. Lessee has obtained all consents and approvals of other governmental authorities or agencies which may be required for the execution, delivery and performance by Lessee of the Master Agreement and the Property Schedule. 7. The Master Agreement and the Property Schedule have been duly executed and delivered by Lessee and constitute legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with the terms thereof, except insofar as the enforcement thereof may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other laws of equitable principles of general application, or of application to municipalities or political subdivisions such as the Lessee, affecting remedies or creditors' rights generally, and to the exercise of judicial discretion in appropriate cases. 8. As of the date hereof, based on such inquiry and investigation as we have deemed sufficient, no litigation is pending, (or, to our knowledge, threatened) against Lessee in any court (a) seeking to restrain or enjoin the delivery of the Master Agreement or the Property Schedule or of other agreements similar to the Master Agreement; (b) questioning the authority of Lessee to execute the Master Agreement or the Property Schedule, or the validity of the Master Agreement or the Property Schedule, or the payment of principal of or interest on, the Property Schedule; (c) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Master Agreement and the Property Schedule; or (d) affecting the provisions made for the payment of or security for the Master Agreement and the Property Schedule. This opinion may be relied upon by Lessor, its successors and assigns, and any other legal counsel who provides an opinion with respect to the Property Schedule. Very Truly Yours, [[RAFT- N4T FOR EXEcunom Eric J. Heil, Esq., A.I.C.P. Avon Town Attorney igammw Lessee's Certificate Re: Property Schedule No. 02 to Master Tax - Exempt Lease /Purchase Agreement U.S. Bancorp Government Leasing and Finance, Inc. and Town of Avon. The undersigned, being the duly elected, qualified and acting ("Lessee") do hereby certify, as of March 15, 2012, as follows: the Town of Avon 1. Lessee did, at a meeting of the governing body of the Lessee held (date) by resolution or ordinance duly enacted, in accordance with all requirements of law, approve and authorize the execution and delivery of the above - referenced Property Schedule (the "Property Schedule ") and the Master Tax - Exempt Lease /Purchase Agreement (the "Master Agreement") by the following named representative of Lessee, to wit: NAME OF EXECUTING OFFICIAL TITLE OF EXECUTING OFFICIAL SIGNATURE OF EXECUTING OFFICIAL And/ Or 2. The above -named representative of the Lessee held at the time of such authorization and holds at the present time the office set forth above. 3. The meeting(s) of the governing body of the Lessee at which the Master Agreement and the Property Schedule were approved and authorized to be executed was duly called, regularly convened and attended throughout by the requisite quorum of the members thereof, and the enactment approving the Master Agreement and the Property Schedule and authorizing the execution thereof has not been altered or rescinded. All meetings of the governing body of Lessee relating to the authorization and delivery of Master Agreement and the Property Schedule have been: (a) held within the geographic boundaries of the Lessee; (b) open to the public, allowing all people to attend; (c) conducted in accordance with internal procedures of the governing body; and (d) conducted in accordance with the charter of the Lessee, if any, and the laws of the State. 4. No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default or a Nonappropriation Event (as such terms are defined in the Master Agreement) exists at the date hereof with respect to this Property Schedule or any other Property Schedules under the Master Agreement. 5. The acquisition of all of the Property under the Property Schedule has been duly authorized by the governing body of Lessee. 6. Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current budget year to make the Lease Payments scheduled to come due during the current budget year under the Property Schedule and to meet its other obligations for the current budget year and such funds have not been expended for other purposes. 7. As of the date hereof, no litigation is pending, (or, to my knowledge, threatened) against Lessee in any court (a) seeking to restrain or enjoy in the delivery of the Master Agreement or the Property Schedule or of other agreements similar to the Master Agreement; (b) questioning the authority of Lessee to execute the Master Agreement or the Property Schedule, or the validity of the Master Agreement or the Property Schedule, or the payment of principal of or interest on, the Property Schedule; (c) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Master Agreement and the Property Schedule; or (d) affecting the provisions made for the payment of or security for the Master Agreement and the Property Schedule. Town of Avon By: Title: SIGNER MUST NOT BE THE SAME AS THE EXECUTING OFFICIAL(S) SHOWN ABOVE Payment of Proceeds instruction U.S. Bancorp Government Leasing and Finance, Inc. 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 Re: Property Schedule No. 02 (the "Property Schedule ") to Master Tax - Exempt Lease /Purchase Agreement between U.S. Bancorp Government Leasing and Finance, Inc. ( "Lessor") and Town of Avon ( "Lessee "). Ladies and Gentlemen: The undersigned, an Authorized Representative of the Lessee hereby requests and authorizes Lessor to disburse the net proceeds of the Property Schedule as follows: Name of Payee: By check By wire transfer If by check, Payee's address: If by wire transfer, instructions as follows: Pay to Bank Name: Bank Address: Bank Phone #: For Account of: Account No.: ABA No.: Lessee: Town of Avon 1 EXf -IfBIT 5 4cceptance Certificate U.S. Bancorp Government Leasing and Finance, Inc. 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 Re: Property Schedule No. 02 to Master Tax - Exempt Lease /Purchase Agreement between U.S. Bancorp Government Leasing and Finance, Inc. and Town of Avon Ladies and Gentlemen: In accordance with the above - referenced Master Tax - Exempt Lease /Purchase Agreement (the "Master Agreement "), the undersigned ( "Lessee ") hereby certifies and represents to, and agrees with, U.S. Bancorp Government Leasing and Finance, Inc. ( "Lessor'), as follows: (1) The Property, as such terms are defined in the above- referenced Property Schedule, has been acquired, made, delivered, installed and accepted on the date indicated below. (2) Lessee has conducted such inspection and /or testing of the Property as it deems necessary and appropriate and hereby acknowledges that it accepts the Property for all purposes. (3) No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default or a Nonappropriation Event (as such terms are defined in the Master Agreement) exists at the date hereof. Acceptance Date: Lessee: Town of Avon Title: ATTACHED EXHIBIT A -- PROPERTY DESCRIPTION • Equipment as described in Macdonald Equipment Sales Order dated January 25. 2012, inserted below, incorporated herein by this reference. Demo 2011 Johnston Model VT850 Dual Gutter am= sweeper wilt► ax standard equipment mounted an a 2011 CW CabcW Chassis MR 6.? 20OW Engine wile EPA 201 G ernissim and AM !test [temp Credit lsa.0oo.n0) Options: IT Catch Basin Extension Banded Inlet Duct & Seat F.xtre'rry Rear i�tT00 00 Rear Work t.lghts f1,A0D,dpl, Lem Trade In .1990 Jotaistun V 806 Sweeper ($10,000.00) TAXES (IF APPLICABLE) Nwa - Taxable Gm mtnenla} EXHIBIT 6 Bank Qualification And Arbitrage Rebate U.S. Bancorp Government Leasing and Finance, Inc. 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 Re: Property Schedule No. 02 to Master Tax - Exempt Lease /Purchase Agreement U.S, Bancorp Government Leasing and Finance, Inc. and Town of Avon Bank Qualified Tax - Exempt Obligation under Section 266 Lessee hereby designates this Property Schedule as a "qualified tax- exempt obligation" as defined in Section 265(b)(3)(B) of the Code. Lessee reasonably anticipates issuing tax - exempt obligations (excluding private activity bonds other than qualified 501(c)(3) bonds and including all tax - exempt obligations of subordinate entities of the Lessee) during the calendar year in which the Commencement Date of this Property Schedule falls, in an amount not exceeding $10,000,000. Arbitrage Rebate Eighteen Month Exception: Pursuant to Treasury Regulations Section 1.148 -7(d), the gross proceeds of this Property Schedule will be expended for the governmental purposes for which this Property Schedule was entered into, as follows: at least 15% within six months after the Commencement Date, at least 60% within 12 months after the Commencement Date, and 100% within 18 months after the Commencement Date. If Lessee is unable to comply with Section 1.148 -7(d) of the Treasury Regulations, Lessee shall compute rebatable arbitrage on this Agreement and pay rebatable arbitrage to the United States at least once every five years, and within 60 days after payment of the final Lease Payment due under this Agreement. Lessee: Town of Avon Name: Title: Language for UCC Financing Statements Schedule i SECURED PARTY: U.S. Bancorp Government Leasing and Finance, Inc. DEBTOR: Town of Avon This financing statement covers all of Debtor's right, title and interest, whether now owned or hereafter acquired, in and to the equipment leased to Debtor under Property Schedule No. 02 dated March 15, 2012 to that certain Master Tax - Exempt Lease Purchase Agreement dated as of August 26, 2011, in each case between Debtor, as Lessee, and Secured Party, as Lessor, together with all accessions, substitutions and replacements thereto and therefore, and proceeds (cash and non - cash), including, without limitation, insurance proceeds, thereof, including without limiting, all equipment described on Exhibit A attached hereto and made a part hereof. Debtor has no right to dispose of the equipment. INSURANCE AUTHORIZATION AND VERIFICATION Date: Property Schedule No: 02 To: Town of Avon (the "Lessee ") From: U.S. Bancorp Government Leasing and Finance, Inc. (the "Lessor") PO Box 975 13010 SW 68th Parkway, Suite 100 Avon, CO 81620 Portland, OR 97223 Attn: Myra Aksamit TO THE LESSEE: in connection with the above - referenced Property Schedule, Lessor requires proof in the form of this document, executed by both Lessee* and Lessee's agent, that Lessee's insurable interest in the financed property (the "Property ") meets Lessor's requirements as follows, with coverage including, but not limited to, fire, extended coverage, vandalism, and theft: Lessor, AND ITS SUCCESSORS AND ASSIGNS, shall be covered as both ADDITIONAL INSURED and LENDER'S LOSS PAYEE with regard to all equipment financed or leased by policy holder through or from Lessor. All such insurance shall contain a provision to the effect that such insurance shall not be canceled or modified without first giving written notice thereof to Lessor and Lessee at least thirty (30) days in advance of such cancellation or modification. Lessee must carry GENERAL LIABILITY (and /or, for vehicles, Automobile Liability) in the amount of no less than $1,000,000.00 (one million dollars). Lessee must carry PROPERTY Insurance (or, for vehicles, Physical Damage insurance) in an amount no less than the 'Insurable Value' $217,004.00, with deductibles no more than $10,000.00. *Lessee: Please execute this form and return with your document package. Lessor will fax this fomn to your insurance agency for endorsement. in lieu of agent endorsement, Lessee's agency may submit insurance certificates demonstrating compliance with all requirements. If fully executed form (or Lessee - executed form plus certificates) is not provided within 15 days, we have the right to purchase such insurance at your expense. Should you have any questions, please contact Myra Aksamit at (303) 585 -4054. By signing, Lessee authorizes the Agent named below: 1) to complete and return this form as indicated; and 2) to endorse the policy and subsequent renewals to reflect the required coverage as outlined above. Agency /Agent: Address: Phone /Fax: E -Mail TO THE AGENT: In lieu of providing a certificate, please execute this form in the space below and promptly fax it to Lessor at 303 -585 -4732. This fully endorsed form shall serve as proof that Lessee's Insurance meets the above requirements. Agent hereby verifies that the above requirements have been met in regard to the Property listed below. Print Name Of Agency: X By: X (Agent's Signature) Print Name: X -- -_ -__ _ Date: Insurable Value: $217,004.00 ATTACHED: PROPERTY DESCRIPTION FOR PROPERTY SCHEDULE NO.: 02 Notification of Tax Treatment to Tax - Exempt Lease /Purchase Agreement This Notification of Tax Treatment is pursuant to a Master Tax - Exempt Lease /Purchase Agreement dated as of August 26, 2012 and the related Property Schedule No. 2 dated March 15, 2012, between Lessor and Lessee (the "Agreement "). Lessee agrees that this Property Schedule SHOULD be subject to sales/use taxes Lessee agrees that this Property Schedule should NOT be subject to sales /use taxes and Lessee has included our tax - exemption certificate with this document package Lessee agrees that this Property Schedule should NOT be subject to sales/use taxes and no tax - exemption certificate is issued to us by the State Lessee agrees that this Property Schedule is a taxable transaction and subject to any /all taxes Lessee agrees that this Property Schedule is subject to sales/use taxes and will pay those taxes directly to the State or Vendor IN WITNESS WHEREOF, Lessee has caused this Notification of Tax Treatment to be executed by their duly authorized representative. Date: Lessee: Town of Avon Title: Form 8038 -G Information Return for Tax - Exempt Governmental Obligations (Rev. September 2011) ► Under internal Revenue Code section 149(e) OMB No. 1545 -0720 10- See separate instructions. Department of the Treasury A Internal Revenue Service Caution: If the issue rice is under $100,000, use Form 8038 -GC. If Amended Return_ check harp ► 1 Issuer's name 2 Issuer's employer identification number (EIN) 3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a 4 Number and street (or P.O. box if mail is not delivered to street address) Room/suite 5 Report number (For IRS Use Only) 3 6 City, town, or post office, state, and ZIP code 7 Date of issue 8 Name of issue 9 CUSIP number 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see instructions) Type of Issue (enter the issue price). See the instructions and attach schedule. 10b Telephone number of officer or other employee shown on 10a 11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . 22 12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . 12 13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 25 Proceeds used for credit enhancement . . . . . . . . . . . . 25 14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 15 Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . . . 15 28 Proceeds used to advance refund prior issues . . . . . . . . . 28 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ► years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ► years 33 Enter the last date on which the refunded bonds will be called (MM /DD/yyyy) . . . . . . ► 18 Other. Describe ► 1$ 19 20 If obligations are TANS or RANs, check only box 19a . . . . . . . . . If obligations are BANS, check only box 19b . . . . . . . . . . . . If obligations are in the form of a lease or installment sale, check box . . . ► ❑ . . . ► ❑ ► ❑ 1 ","�f�4i e;l 1 '1 11 b i Iraq;. f Description of Obligations. Complete for the entire issue for which this form is being filed. (a) Final maturity date (b) Issue price (e) Stated redemption price at maturity (d) weighted I average maturity (e) Yield 21 ears Uses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . 22 23 Issue price of entire issue (enter amount from line 21, column (b)) . . . . . . 23 24 Proceeds used for bond issuance costs (including underwriters` discount) . 24 25 Proceeds used for credit enhancement . . . . . . . . . . . . 25 26 Proceeds allocated to reasonably required reserve or replacement fund . 26 27 Proceeds used to currently refund prior issues . . . . . . . . . 27 28 Proceeds used to advance refund prior issues . . . . . . . . . 28 29 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . 29 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) 30 Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ► years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ► years 33 Enter the last date on which the refunded bonds will be called (MM /DD/yyyy) . . . . . . ► 34 Enter the date(s) the refunded bonds were issued ► (MM /DD/YYYY) For Paperwork Reduction Act Notice, see separate instructions Cat. No. 63773S Form 8038 -G (Rev. 9 -2011) Form 8038 -G (Rev. 9 -2011) Page 2 Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC) (see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . 36a b Enter the final maturity date of the GIC ► C Enter the name of the GIG provider ► 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 37 38a If this issue is a loan made from the proceeds of another tax- exempt issue, check box ► ❑ and enter the following information: b Enter the date of the master pool obligation Bi- c Enter the EIN of the issuer of the master pool obligation ► d Enter the name of the issuer of the master pool obligation ► 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(111) (small issuer exception), check box . . . . ► ❑ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . . . ► ❑ 41a If the issuer has identified a hedge, check here ► ❑ and enter the following information: b Name of hedge provider No- 0 Type of hedge Po- d Term of hedge ► 42 If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . 01. ❑ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box . . . . . . . . ► ❑ 44 If the issuer has established written procedures to monitor the requirements of section 148, check box . . . . . ► ❑ 45a If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount of reimbursement . . . . . . . . . lo- b Enter the date the official intent was adopted ► Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge Signature and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to and process this return, to the person that I have authorized above. Consent ' ' Signature of issuer's authorized representative Date Type or print name and tine Paid Print/Type preparer's name Preparer's signature Date Check ❑ if PTIN Preparer I � self - employed Use Only Firm's name ► Firm's EIN ► Firm's address ► Phone no Form $(y3$ -G (Rev. 9 -2011) VEHICLE TITLING ADDENDUM Master Tax - Exempt Lease/Purchase Agreement dated August 26, 2011; Property Schedule No. 02 dated March 15, 2012, between Town of Avon as Lessee and U.S. Bancorp Government Leasing and Finance, Inc. as Lessor. 1. Lessor and Lessee hereby agree to amend the above referenced Agreement to add additional terms and conditions as set forth below: Lessee agrees that it will provide to Lessor the original title documentation to the Equipment. Lessee shall provide such title documentation to Lessor within 15 days of Lessee's receipt of such title documentation from the appropriate titling authority. Lessee's failure to provide Lessor with title documentation to the Equipment in a timely fashion shall be deemed a condition of Default as defined in the default paragraph herein subject to remedies available to Lessor pursuant to the remedies paragraph. You further agree to pay a month to month unobtained titling fee if we have not received the correct transferred title in our office. 2. Location: Lessor agrees that in regard to the location of the equipment, Lessee must be responsible for maintaining records showing the location of each piece of Leased equipment. Lessee will report this location to Lessor upon written request by Lessor. Failure to do so shall constitute a breach of the Agreement, which default shall be governed by the terms and conditions specified in the default and/or remedies paragraph of the Agreement. 3. Lessee will complete the physical titling of the vehicle as required by the state of Lessee's residence and guarantee U.S. Bancorp Government Leasing and Finance, Inc. that U.S. Bancorp Government Leasing and Finance, Inc. will receive the original title to the leased vehicle in a timely manner. Lessee agrees to indemnify U.S. Bancorp Government Leasing and Finance, Inc. from any damage or loss it incurs, including legal fees, due to its failure to complete its agreement herein. THE APPLICATION FOR TITLE MUST INCLUDE THE FOLLOWING AS 1 1T LIEN HOLDER: U.S. BANCORP GOVERNMENT LEASING AND FINANCE, INC. 13010 SW 68 Parkway, Suite 100 Portland, OR 97223 By signing this Addendum, Lessee acknowledges the above changes to the Agreement and authorizes Lessor to make such changes. In all other respects the terms and conditions of the Agreement remain in full force and effect. Lessor: U.S. Bancorp Government Leasing and Finance, Inc. B: Name: Title: Date: Lessee: Town of Avon Title: 7333 HWY 85 PO BOX 1865 COMMERCE CITY, CO 80037 -1865 PH 303 - 287 -7401 FAX 303- 287 -7404 SALES ORDER Customer No 03331 DATE: January 25, 2012 SOLD TO: Town of Axon 500 Swift Gulch Road Avon, CO 81620 CUSTOMER P.Q.4 DELVER TO. Avon, CO 81620 VIA: 17.0.6. Avon, CO 81620 Delivery Charge Ylhl Terms (Specify): Net 30 Days Requested Del. pate: QTY DESCRIPTIONS PRICE Demo 2011 Johnston Model VTO50 Dual Gutter Broom Sweeper with all standard equipment mounted on a 2011 CMC Cab -Over Chassis iSI3 6.7 200HP Engine with EPA 2010 emissions and A/C $229,719.00 Less Demo Credit ($8,000,00) Options: 6' Catch Basin Extension Bonded Inlet Duct &Seat $535.00 Extra Try Rear $2,500.00 Rear Work Lights $1,500.00 $750.00 Less Trade In . 13 99 Johnston VT -608 Sweeper ('$10,000.00) TAXES (IF APPLICABLE) Nan - Taxable Governmental TOTAL $217,004.00 WARRANTY TERMS: Standard Factory Purchaser. Authorized S' nature x Title: x Date,: FED TAX IDO x mi sure Z#F -' - Type of business Wea, circle oneg Sole propnetamhip, corporataoa. partnership. LLP, LLC Rayef ads to pay ang acrd alt sacs, Use 2nd Fetlerat 2.'11 TW4 etc, whcxc apptiuthia Macdonald Equipment Company makes no warranty exxpressed of implied of mercbantabitay ac fitness, beyond the deseiiption on the fare hurt:. • �• Ali orders subject to Masxtonald Equipment Company Office Approval and.Acceptance AIt Paytvent Musr Be in US FtmcLs All deposits are non refundable, unless hated above in terms `FOR OMCE USE ONLY • " AppravecF By: pate 'roe: Salesman: Date PAGE 1 of 1