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TC Res. No. 2014-10 Authorizing the Execution and Delivery of Property Schedule No.03TOWN OF AVON, COLORADO ORDINANCE NO. 14 -10 SERIES OF 2014 AN ORDINANCE AUTHORIZING THE EXECUTION AND DELIVERY OF PROPERTY SCHEDULE NO. 03 TO PURCHASE A SNOW PLOW TRUCK 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 2014 Freightliner Snowplow with Spreader Box ( "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. 3 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. 03 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. 03 and related documents and exhibits 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. 3 and any related documents and exhibits attached thereto and to deliver Property Schedule No. 3 (including Exhibits) to the respective parties thereto, and the Town Ord. No. 14 -10 Lease - Purchase Property Schedule No. 03 US Bancorp FINAL Page 1 of 4 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. 3, including the following documents: (1) Notice of Sale of Rental Payments and Assignment of Lease (2) Property Schedule No. 03 (3) Property Description and Payment Schedule — Exhibit 1 (4) Lessee's Certificate — Exhibit 3 (5) Payment of Proceeds Instructions — Exhibit 4 (6) Acceptance Certificate — Exhibit 5 (7) Bank Qualification and Arbitrage Rebate — Exhibit 6 (8) Insurance Authorization and Verification (9) Notification of Tax Treatment (10) Vehicle Titling Addendum (11) Escrow Agreement and Exhibits 1 -4 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. 3, 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. 3 until such time as the Town Council of the Town of Avon, as Lessee, shall designate any other or different authorized representative. Ord. No. 14 -10 Lease - Purchase Property Schedule No. 03 US Bancorp FINAL Page 2 of 4 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 FOLLOWS] Ord. No. 14 -10 Lease - Purchase Property Schedule No. 03 US Bancorp FINAL Page 3 of 4 INTRODUCED, APPROVED, PASSED ON FIRST READING, ORDERED POSTED AND REFERRED TO PUBLIC HEARING on June 24, 2014 and setting such public hearing for 5:30 on July 15, 2014 at the Council Chambers of the Avon Municipal Building, located at One Lake Street, Avon, Colorado. 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: � f Debbie Hoppe, Tow C erk APPROVED AS TO FORM: e"- 55?' Eric Hei n Attorney INTRODUCED, FINALLY APPROVED, AND PASSED ON SECOND READING, AND ORDERED PUBLISHED BY POSTING on July 15, 2014.. 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: f�x�e2 �Q Debbie Hoppe, T ClerY Ord. No. 14 -10 Lease - Purchase Property Schedule No. 03 US Bancorp FINAL Page 4 of 4