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HomeMy WebLinkAbout8719RESOLUTION NO. 8719 A RESOLUTION AUTHORIZING THE NEGOTIATION, EXECUTION, AND DELIVERY OF A MASTER LEASE - PURCHASE AGREEMENT BETWEEN COMMUNITY FIRST FINANCIAL, INC., AS LESSOR, AND THE CITY OF PUEBLO, COLORADO, AS LESSEE, UNDER WHICH THE CITY WILL LEASE A COMPUTER SYSTEM FOR FINANCIAL AND OTHER ADMINISTRATIVE APPLICATIONS; THE RELATED ASSIGNMENT OF A SOFTWARE LICENSE AND SERVICES AGREEMENT AND PRESCRIBING OTHER DETAILS IN CONNECTION THEREWITH. WHEREAS, the City of Pueblo, Colorado (the "City ") is duly organized and validly existing as a home rule city under the Constitution and laws of the State of Colorado (the "State ") and its home rule charter (the "Charter "); and WHEREAS, the City Council (the "City Council ") of the City is authorized, pursuant to the Charter and Sections 31- 15- 101(1)(c) and (d), 31- 15- 302(1)(a) and 31- 15 -801, Colorado Revised Statutes, to enter into contracts, to acquire, hold, lease and dispose of property, both real and personal, to control the finances and property of the City and to enter into rental or leasehold agreements, with or without an option to purchase the leased property, in order to provide land, buildings, equipment and other property for governmental or proprietary purposes; and WHEREAS, the City Council hereby finds and determines that the execution of a Master Lease - Purchase Agreement (the "Equipment Lease ") for the purpose of leasing with the option to purchase equipment (the "Equipment ") constituting a computer system to be used by the City for financial and other City administrative applications designated and set forth in Schedule A to the Equipment Lease is appropriate and necessary to the function and operations of the City; and WHEREAS, Community First Financial, Inc. (the "Lessor "), a Delaware corporation, shall act as Lessor under the Equipment Lease; and WHEREAS, the obligation of the City to pay Rental Payments (as defined in the Equipment Lease) shall be from year to year only; shall constitute currently budgeted expenditures of the City; shall not constitute a mandatory charge or requirement in any ensuing budget year; and shall not constitute a general obligation or a multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the City within the meaning of any constitutional, statutory or Charter limitation or requirement concerning the creation of indebtedness, nor a mandatory payment obligation of the City in any ensuing fiscal year beyond any fiscal year during which the Equipment Lease shall be in effect; and WHEREAS, the Equipment Lease shall not directly or indirectly obligate the City to make any payments beyond those appropriated for any fiscal year during which the Equipment Lease shall be in effect and the Equipment Lease shall terminate (or not be M IAIIIII1l 1111Ilil renewed) in the event that the City does not appropriate Rental Payments under the Equipment Lease; and WHEREAS, the Equipment is expected to be acquired by the Lessor and installed pursuant to the Software License and Services Agreement (the "Agreement ") entered into on December 28, 1998 between H.T.E., Inc. and the City and, as anticipated by the Agreement, is to be assigned (the "Assignment ") by the City to the Lessor in connection with the execution and delivery of the Equipment Lease. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO: SECTION 1. The President of the City Council or, in her absence, the Vice President of the City Council, acting on behalf of the City, is hereby authorized to negotiate, enter into, execute and deliver the Equipment Lease in substantially the form set forth in the document presently before the City Council, which document is available for public inspection at the office of the City Clerk. The President of the City Council or, in her absence, the Vice President of the City Council, acting on behalf of the City, is hereby authorized to negotiate, enter into, execute, and deliver such other documents relating to the Equipment Lease, including a related Escrow Agreement and the Assignment, as the President of the City Council or, in her absence, the Vice President of the City Council, upon advice of the City Attorney, deems necessary and appropriate. The Equipment Lease, the Escrow Agreement and the Assignment shall be attested by the City Clerk and the City Clerk shall affix the seal of the City thereon. The City Finance Director is authorized to execute the Receipt Certificates in form as attached to the Equipment Lease and the Payment Request Forms in form as attached to the Escrow Agreement. SECTION 2. The Rental Payments due under the Equipment Lease shall consist of an aggregate principal portion of $640,000 and an interest portion, all as set forth in Exhibit B of the Equipment Lease; the Equipment Lease to contain an option to ,purchase by the City as therein set forth. SECTION 3. The obligation of the City to make Rental Payments under the Equipment Lease is subject to annual appropriation by the City Council and constitutes an undertaking of the City to make current expenditures. No provision of this resolution or the Equipment Lease shall be construed or interpreted as a delegation of governmental powers or as constituting or giving rise to a general obligation or other indebtedness or a multiple fiscal year direct or indirect debt or other financial obligation of the City within the meaning of any constitutional, statutory or Charter debt limitation, including without limitation, Article XI, Sections 1, 2 and 6, and Article X, Section 20, of the Colorado I1IIIgI 1111lijjIjqj1ljlMIj4 Constitution, nor a mandatory charge or requirement against the City in any ensuing fiscal year beyond the current fiscal year. The City shall have no obligation to make any payment to the Lessor or its assigns except in connection with the payment of the Rental Payments under the Equipment Lease and certain other payments, for which funds have been specifically appropriated and encumbered by the City for such purpose, under the Equipment Lease, which payments may be terminated (and the Equipment Lease not renewed) by the City in accordance with the provisions of the Equipment Lease. SECTION 4. The City Council hereby determines and declares that the Rental Payments due under the Equipment Lease constitute the fair rental value of the Equipment and do not exceed a reasonable amount. SFCTinN 5 All other related contracts and agreements, including the Escrow Agreement necessary and incidental to the Equipment Lease are hereby authorized. SECTION B The City reasonably anticipates to issue not more than $10,000,000 of tax - exempt obligations (other than "private activity bonds" which are not "qualified 501(c)(3) bonds ") during the period from January 1, 1999 to December 31, 1999 and hereby designates the Equipment Lease as a qualified tax - exempt obligation for purposes of Section 265(b) of the Internal Revenue Code of 1986, as amended. SECTION 7. This resolution shall take effect immediately upon its adoption and approval. INTRODUCED Ju ne 14, 1999 BY Robert Schilling Councilperson APPROVED: e President of of the Council ATTEST: IN 11 MASTER LEASE - PURCHASE AGREEMENT NO. 1999 -1 BETWEEN COMMUNITY FIRST FINANCIAL, INC., AS LESSOR AND CITY OF PUEBLO, COLORADO, AS LESSEE June 17, 1999 MASTER LEASE - PURCHASE AGREEMENT NO. 1999 -1 BETWEEN COMMUNITY FIRST FINANCIAL, INC., AS LESSOR AND CITY OF PUEBLO, COLORADO, AS LESSEE CLOSING MEMORANDUM 1. Parties to the Transaction Lessor: Lessee: Escrow Agent: Financial Advisor: Lessee's Counsel: Special Counsel: Community First Financial, Inc. City of Pueblo, Colorado Community First National Bank James Capital Advisors Inc. Thomas Jagger, Esq. Becker Stowe & Bieber LLC 2. Background of Transaction The City of Pueblo, Colorado (the "Lessee ") has entered into a Master Lease - Purchase Agreement No. 1999 -1 dated June 17, 1999 (the "Lease ") with Community First Financial, Inc. (the "Lessor ") for the purpose of leasing with the option to purchase certain Equipment (as defined in the Lease). In connection with the Lease, an escrow account has been established with Community First National Bank, Pueblo, Colorado (the "Escrow Agent ") pursuant to the terms of that certain Escrow Agreement dated June 17, 1999 (the "Escrow Agreement ") by and between the Lessor, the Lessee and the Escrow Agent. The obligation of the Lessee to make Rental Payments under the Lease is subject to annual appropriation by the Lessee and constitutes an undertaking of the Lessee to make current expenditures. The Lessee has no obligation to make any payment to the Lessor or its assigns except in connection with the payment of the Rental Payments under the Lease and certain other payments, for which funds have been specifically appropriated and encumbered by the Lessee for such purpose, which payments may be terminated by the Lessee in accordance with the provisions of the Lease. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Lease. 3. Action to be taken at Closing Except as otherwise indicated, executed counterparts of the following documents, or copies thereof, are to be delivered to the Lessor, the Lessee, Lessee's counsel, the Escrow Agent and Special Counsel. All transactions at the Closing will be deemed to have taken place simultaneously and no transaction to have been completed and no document to have been delivered unless and until all transactions are complete and all documents delivered. 1 4. Documents to be delivered at Closing Basic Documents 1. Lease, with Exhibits A through E 2. Escrow Agreement 3. Certified Copy of City Council Resolution authorizing execution and delivery of Lease by Lessee 4. Software License and Service Agreement 5. Assignment by Lessee to Lessor of Lessee's Interests in Software License and Services Agreement Closing Certificates 6. City General and No- Litigation Certificate 7. Certificate as to Use of Proceeds 8. UCC -1 Financing Statement - filed with Secretary of State - Lessee, as debtor (NOTICE FILING ONLY; NOT A GRANT OF A SECURITY INTEREST) 9. Form 8038 -G, with Evidence of Filing 10. Receipt Certificate No. 1 /Payment Request Form No. 1 Opinions 11. Opinion of City Attorney 12. Opinion of Special Counsel 5. Transcripts Lessor (1) Lessee (1) Escrow Agent (1) Lessee's Counsel (1) Lessee's Financial Advisor (1) Special Counsel (1) 2 Bank Qualified MASTER LEASE - PURCHASE AGREEMENT NO. 1999 -1 This MASTER LEASE - PURCHASE AGREEMENT ( "Lease ") is made and entered into this 17th day of June, 1999, by and between Community First Financial, Inc. (the "Lessor ") with its offices at 520 Main Avenue, Fargo, ND 58124 -0001 Attention: Vice President; Phone: (701) 298 - 5654; Fax: (701) 298 -5697 and the City of Pueblo, Colorado (the "Lessee ") with its office at One City Hall Place, P.O. Box 1427, Pueblo, CO 81002 Attention: Finance Director; Phone: (719) 584- 0845; Fax: (719) 584 -0844, wherein it is agreed as follows: Section 1. LEASE OF EQUIPMENT; LEASE SCHEDULES. Subject to the terms and conditions hereof, Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor all the equipment described in one or more Lease Schedules ( "Schedule ") which are entered into from time to time by Lessor and Lessee. Each Schedule incorporates the terms and conditions of this Lease together with all exhibits, riders, attachments and addenda thereto and each such Schedule shall be independent of any other Schedule entered into hereunder. The items of equipment described in Exhibit A attached to each Schedule, together with all replacement parts, repairs, additions and accessories incorporated therein or affixed thereto shall herein collectively be called the "Equipment." Section 2. ACCEPTANCE; TERM. Lessee shall execute and deliver to Lessor one or more receipt certificates ( "Receipt Certificates ") each of which shall indicate that each item or portion of each item of Equipment described therein has been accepted for use by Lessee or for delivery to an equipment vendor on behalf of Lessee under a Schedule to this Lease and is satisfactory to Lessee for all purposes. This Lease will become effective upon the execution hereof by Lessee and Lessor. The term of each Schedule will commence on the date Lessee and Lessor executes such Schedule and shall terminate on the last day of Lessee's fiscal year (a "Fiscal Year ") in which the Schedule has commenced (the "Original Term "). Unless earlier terminated pursuant to the provisions hereof, the term of each Schedule shall be automatically renewed at the end of the Original Term and each renewal term thereof for a renewal term of one additional Fiscal Year (a "Renewal Term ") unless an Event of Nonappropriation shall have occurred as described under Section 5 hereof. The "Lease Term" shall collectively mean the Original Term and all Renewal Terms. The Lease Term shall also terminate upon payment by Lessee of the last Rental Payment required to be made by it in accordance with Exhibit B thereto, unless earlier terminated or not renewed pursuant to Section 5 hereof. The Lease Term, assuming all annual renewals of this Lease pursuant to Section 5 hereof, does not exceed the weighted average useful life of the Equipment. I , Section 3. RENTAL PAYMENTS. Subject to Section 5 hereof, Lessee shall pay to Lessor or its assignee the rental payments ( "Rental Payments ") in the amounts and at the times as set forth in Exhibit B to each Schedule. A portion of each Rental Payment is paid as and represents the payment of interest as set forth in each Exhibit B. The Rental Payments will be payable for the Lease Term in dollars (U.S.), without notice or demand at the office of Lessor (or such other place as Lessor or its assignee may designate from time to time in writing). Provided that the Rental Payments have been appropriated as set forth in Section 5 hereof, in the event any Rental Payment is received by Lessor or its assignee later then ten days from the due date, Lessee shall pay Lessor on demand as a late charge, ten percent of such overdue amount, limited, however, to the maximum amount allowed by law. Except as specifically provided in section 5 hereof, the Rental Payments will be absolute and unconditional in all events and will not be subject to any setoff, defense, counterclaim, abatement or recoupment for any reason whatsoever. All Rental Payments shall be payable out of the general funds of Lessee or out of any other available funds which have been appropriated by the governing body of Lessee to pay the Rental Payments pursuant to Section 5 hereof. Lessee and Lessor acknowledge and agree that the Rental Payments shall constitute currently budgeted expenditures of Lessee. Lessee's obligations to pay Rental Payments shall be subject to Lessee's annual right to terminate or not renew this Lease (as further provided in Section 5 hereof), and shall not constitute a mandatory charge, requirement or liability in any ensuing fiscal year of Lessee's beyond the then current fiscal year. No provision of this Lease shall be construed or interpreted as a delegation of governmental powers or as creating indebtedness or a multiple- fiscal year direct or indirect debt or other financial obligation whatsoever of Lessee within the meaning of any constitutional or statutory debt limitation, including without limitation, Article XI, Sections 1, 2 and 6, and Article X, Section 20, of the Colorado Constitution. This Lease shall not directly or indirectly obligate Lessee to make any payments beyond the funds legally available to Lessee for its then current Fiscal Year. Lessee shall be under no obligation whatsoever to exercise its option to purchase the Equipment under this Lease. No provision of this Lease shall be construed to pledge or to create a lien on any class or source of Lessee moneys, nor shall any provision of this Lease restrict the future issuance of any bonds or obligations of Lessee payable from any class or source of moneys of Lessee. Section 4. DELIVERY; PAYMENT OF EQUIPMENT COST. The Equipment will be delivered to Lessee by the supplier thereof (the "Equipment Vendor ") at Lessee's address above or such other location specified in Exhibit A to each Schedule (the "Equipment Location "). Lessee will pay all transportation and other costs, if any, incurred in connection with the delivery and installation of the Equipment. Upon Lessor's receipt of a Receipt Certificate and a Payment Request Form (under the Escrow Agreement as hereinafter defined) for all or a portion of the Equipment and any other documentation required by Lessor, Lessor will cause Escrow Agent to pay the Purchase Price of such Equipment to the Equipment Vendor therefor or to the City in reimbursement for certain prior payments in connection with the delivery and installation of the Equipment (provided 2 r> that such reimbursements may be made in compliance with federal income tax laws), all pursuant to the Escrow Agreement (the "Escrow Agreement ") among Community First National Bank ( "Escrow Agent ") located in Pueblo, Colorado, Lessor and Lessee dated contemporaneously with this Lease. Section 5. TERMINATION FOR GOVERNMENTAL NON - APPROPRIATIONS. Lessee is a political subdivision of the State of Colorado with Lessee's Fiscal Year ending on December 31 of each calendar year. If Lessee does not appropriate sufficient funds to continue making the Rental Payments for any of Lessee's Fiscal Years subsequent to the one in which this Lease is executed and entered into, then this Lease shall be terminated effective upon expiration of the Fiscal Year in respect of which sufficient funds to make the Rental Payments were last appropriated by the governing body of Lessee and Lessee shall not, upon the occurrence of this "Event of Nonappropriation," be obligated to make any Rental Payments due beyond said Fiscal Year. Lessee represents that the funds necessary to pay Rental Payments, if any, due in Lessee's now current Fiscal Year have been appropriated. Lessee shall have an annual option to terminate or not renew this Lease which termination or non - renewal shall be conclusively determined by whether or not the governing body of Lessee has, on or before the last day of each Fiscal Year during the Lease Term, duly enacted an appropriation ordinance or resolution for the ensuing Fiscal Year which includes by specific line item reference sufficient amounts authorized and directed to be used to pay the Rental Payments due in the following Fiscal Year. The officer of Lessee at any time charged with the responsibility of formulating budget proposals is hereby directed to include in the annual budget proposals submitted to the governing body of Lessee, items for all payments required under this Lease for the ensuing Fiscal Year, until such time (if any) as the governing body of Lessee may determine to terminate or not renew this Lease; it being the intention of the governing body of Lessee that any decision to terminate or not renew this Lease shall be made solely by the governing body of Lessee and not by any other official of Lessee. Said officer shall also include with said budget proposal all of the information relating to lease purchase agreements required to be included in the budget under Section 29 -1- 103(3), Colorado Revised Statutes and any other applicable Colorado law. Lessee shall, in any event, promptly furnish Lessor or its assignee with copies of its annual budget within seven days after the budget is adopted, but not later than the fourth day after the end of such Fiscal Year, provided that telephonic notice is provided by Lessee to Lessor or its assignee of the adoption of the budget not later than the end of the first business day of the next succeeding Fiscal Year. If such budget and appropriation are not adopted, Lessee shall notify Lessor or its assignee as further provided herein. Lessee shall give Lessor immediate notice of Lessee's intent to terminate or not renew this Lease under this Section 5, which notice shall contain the termination date (which shall be the end of the last of Lessee's Fiscal Years for which appropriations for the Rental Payments were made) (the "Termination Date ") and Lessee shall comply with the provisions of Section 22 of this Lease. Failure to give such notice shall not mean that termination of this Lease (or an Event of Nonappropriation) has not occurred. In the event of an early termination of this Lease under this Section, all obligations of Lessee to make Rental Payments which would otherwise be due hereunder after the Termination Date shall cease. Section 6. LINIITATION ON WARRANTIES. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR THE USE OF ANY OF THE EQUIPMENT OR AS TO ITS TITLE THERETO OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE EQUIPMENT. Lessor hereby assigns to Lessee for and during the Lease Term its interest in any manufacturer's or Equipment Vendor's warranties or guaranties, express or implied, issued on or applicable to the Equipment and Lessor authorizes Lessee to obtain the customary services furnished in connection with such warranties or guaranties at Lessee's expense. Lessee acknowledges that the Equipment has been purchased by Lessor in accordance with Lessee's specifications from Equipment Vendors selected by Lessee; that Lessor is not a manufacturer or dealer of such Equipment and takes no part in or responsibility for the installation of the Equipment, and that Lessor has made no representation or warranty and assumes no obligation with respect to the merchantability, condition, quality or fitness of the Equipment or the enforcement of the manufacturer's warranties or guaranties. Section 7. TITLE. All right, title and interest in and to each item of the Equipment shall be vested in Lessor immediately upon Lessee's acceptance of the Equipment. Title to the Equipment shall be held in the name of Lessor until Lessor's rights, title and interest in the Equipment are conveyed by Lessor to Lessee as provided in Section 15 hereof. In the event that the Equipment shall include vehicles, the certificates of title thereto shall be in the name of Lessor until conveyed as set forth in Section 15 hereof. Section 8. PERSONAL PROPERTY. The Equipment is and will remain personal property and will not be deemed to be affixed or attached to real estate or any building thereon. Section 9. USE; REPAIRS. Lessee will use the Equipment in a careful manner for the use contemplated by the manufacturer of the Equipment and shall comply with all laws, ordinances, insurance policies and regulations relating thereto, and will pay all costs, claims, damages, fees and charges arising out of its possession, use or maintenance. Lessee, at its expense, will keep the Equipment in good repair and will furnish all parts, mechanisms and devices required therefor. If the Equipment is such as is customarily covered by a maintenance agreement, Lessee will furnish Lessor with a maintenance agreement with a party satisfactory to Lessor. 4 Section 10. ALTERATIONS. Lessee will not make any alterations, additions or improvements to the Equipment without Lessor's prior written consent unless such alterations, additions or improvements may be readily removed without damage to the Equipment. Section 11. LOCATION; INSPECTION. The Equipment will not be removed from, or if the Equipment consists of rolling stock its permanent base will not be changed from, the Equipment Location without Lessor's prior written consent which will not be unreasonably withheld. Lessor will be entitled to enter upon the Equipment Location or elsewhere during reasonable business hours to inspect the Equipment or observe its use and operation. Section 12. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances except those created under this Lease. Lessee shall pay, when due, all charges and taxes (local, state and federal) which may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of the Equipment, excluding, however, all taxes on or measured by Lessor's income. If Lessee fails to pay said charges and taxes when due, Lessor shall have the right, but shall not be obligated, to pay said charges and taxes. If Lessor pays any charges or taxes for which Lessee is responsible or liable under this Lease, Lessee shall, upon demand, reimburse Lessor therefor as additional rent the amount of any such charges or taxes plus interest thereon at the highest rate allowed by law to the date of said reimbursement. Section 13. RISK OF LOSS; DAMAGES; DESTRUCTION. Lessee assumes all risk of loss of or damage to the Equipment from any cause whatsoever, and no such loss of or damage to the Equipment shall relieve Lessee of the obligation to make Rental Payments or to perform any other obligation under this Lease. In the event of damage to any item of Equipment, Lessee will immediately place the same in good repair with the proceeds of any insurance recovery applied to the cost of such repair. If Lessor determines that any item of the Equipment is lost, stolen, destroyed or damaged beyond repair Lessee, at its option, will either: (a) replace the same with like equipment in good repair, or (b) on the next Rental Payment date pay Lessor (i) all amounts owed by Lessee under this Lease, including the Rental Payment due on such date, and (ii) an amount equal to the applicable Termination Value set forth in each Exhibit B. In the event that Lessee is obligated to make such payment with respect to less than all of the Equipment, Lessor will provide Lessee with the pro rata amount of the Rental Payment and the Termination Value or balance of the Rental Payments then remaining unpaid hereunder, as applicable, to be made by Lessee with respect to the Equipment which has suffered the event of loss. Section 14. INSURANCE. Lessee will, at its expense, maintain at all times during the Lease Term, fire and extended coverage, public liability and property damage insurance with respect to the Equipment in such amounts, covering such risks, and with such insurance companies as shall be satisfactory to Lessor. In no event will the insurance limits be less than the amount of the then applicable Termination Value as provided in Section 15 below. Each insurance policy will name Lessee as an insured and Lessor or its assigns as an additional insured and loss payee, and will contain a clause requiring the insurer to give Lessor at least 30 days prior written notice of any 5 alteration in the terms of such policy or the cancellation thereof. The proceeds of any such policies will be payable to Lessee and Lessor or its assigns as their interests may appear. Upon acceptance of the Equipment and upon each insurance renewal date, Lessee will deliver to Lessor a certificate evidencing such insurance. In the event of any loss, damage, injury or accident involving the Equipment, Lessee will promptly provide Lessor with written notice thereof and make available to Lessor all information and documentation relating thereto. Section 15. PURCHASE OPTION. On each Rental Payment due date, Lessee shall have an option to purchase the Equipment for an amount equal to (a) the Rental Payment then due plus (b) the Termination Value set forth in each Exhibit B. Lessee's right hereunder shall be conditioned upon Lessee's having performed all terms and conditions hereof in a timely fashion and no Event of Default shall have occurred either during the term of the Lease nor at the time this option to purchase is sought to be exercised. Further, Lessee shall, as a condition precedent, give notice of its intention to exercise its option at least 30 days prior to the date upon which it seeks to exercise said right. At such time as Lessee shall have fully paid the total Rental Payments for the entire Lease Term under each Schedule and Lessee shall have fully paid and performed all other obligations hereunder and thereunder and provided no Event of Default has occurred and is continuing, Lessee may at its option pay to Lessor the sum of ONE DOLLAR ($1.00), whereupon Lessor shall transfer and convey all of its right, title and interest in the Equipment under such Schedule to Lessee as is, where is, without warranty, express or implied, except Lessor will warrant to Lessee that the Equipment is free and clear of any liens created by Lessor. On the date of receipt of the total Rental Payments for the entire Lease Term under each Schedule and the sum of $1.00, Lessor shall deliver to Lessee such deeds, releases, bills of sale, certificates of title and other documents and instruments as Lessee shall reasonably require to evidence the transfer of all right, title and interest of Lessor in such Equipment to the Lessee free and clear of all liens and encumbrances created by or arising, directly or indirectly, through Lessor. Section 16. LESSEE CERTIFICATION. Lessee warrants that it is a state or a political subdivision thereof, as defined in Section 103(a) of the Internal Revenue Code of 1986, as amended (the "Code ") and the related regulations and rulings thereunder, or the District of Columbia, and that Lessee's obligation under this Lease constitutes an enforceable obligation issued on behalf of a state or political subdivision thereof. Lessee certifies that it will not knowingly take any action which would cause the interest portion of the Rental Payments to become not excludable from gross income for federal income tax purposes under the Code and the related regulations and rulings thereunder. Lessee further warrants that (a) Lessee has the legal capacity to enter into this Lease and is not in contravention of any town/city, district, county, or state statute, rule, regulation, or other governmental provision; and (b) during the Lease Term, the Equipment will be used by Lessee only for the purpose of performing governmental or proprietary functions of Lessee consistent with the C r permissible scope of Lessee's authority and will not be used in a trade or business of any person or entity other than Lessee. Section 17. INDEMNIFICATION. If for any reason the usage of the Equipment would cause any interest payment hereunder to lose its exclusion from gross income for federal income tax purposes, if Lessee fails to comply with the information reporting requirements of Section 149(e) of the Code or if Lessee fails to keep a record of all assignments of the Lease pursuant to Section 149(a) of the Code (as provided in Section 28 hereof), then Lessee agrees, to the extent allowed by law, to pay Lessor, its assignees, and any participants with such, an additional amount which, together with the amount of interest to be paid by Lessee under this Lease, puts Lessor, its assignees, and any participants with such, in the same after -tax position they would have been in had such payments been excluded from gross income for federal income tax purposes under Section 103 of the Code. To the extent allowed by law and except for Lessor's negligence, Lessee agrees to be solely responsible for and to indemnify Lessor against, and hold Lessor harmless from, any and all claims, actions, proceedings, expenses, damages, liabilities or losses, including reasonable attorney's fees and court costs arising in connection with this Lease or the Equipment, including, but not limited to, its selection, purchase, delivery, possession, use, operation or return and the recovery of claims under insurance policies thereon. This covenant of indemnity shall continue in full force and effect notwithstanding the payment of all Rental Payments and the conveyance of title to the Equipment to Lessee, as provided in this Lease, or the termination of this Lease in any manner whatsoever. Section 18. ESSENTIAL USE. It is the intent of the current governing body of Lessee to make Rental Payments for the full Lease Term but this statement of intent shall not be construed as contractually obligating or otherwise binding Lessee. In this regard Lessee represents that: (a) the use of the Equipment is essential to Lessee's proper, efficient and economic functioning or to the services that Lessee provides to its citizens, (b) Lessee has an immediate need for and expects to make immediate use of substantially all the Equipment, which need is not temporary or expected to diminish in the foreseeable future, and (c) the Equipment will be used by Lessee only for the purpose of performing one or more of its governmental or proprietary functions consistent with the permissible scope of its authority. Section 19. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not assign, transfer, pledge, hypothecate or grant any security interest in or otherwise dispose of this Lease or the Equipment or any interest in this Lease or the Equipment. Lessor, without the consent of Lessee, may assign its right, title and interest in and to this Lease, the Equipment and any other documents executed with respect to this Lease, and/or grant or assign a security interest in this Lease and the Equipment, in whole or in part. Any such assignees shall have all of the rights of Lessor under this Lease. Subject to the foregoing, this Lease inures to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. Any assignment or reassignment of any of Lessor's right, title or interest in this Lease 7 or the Equipment shall only be effective upon receipt by Lessee of a duplicate original of the counterpart document by which the assignment or reassignment is made, disclosing the name and address of each such assignee and, where applicable, to whom further payments hereunder should be made. Notwithstanding the above, Lessor may assign any interest in this Lease upon terms which provide that the assignor or assignee will act as a collection and paying agent ( "Agent ") for holders of certificates of participation in this Lease, provided Lessee receives written notification of the name and address of the Agent and a copy of the agency agreement. Lessee agrees to acknowledge in writing any assignments if so requested. LESSEE AGREES THAT UPON NOTICE OF SUCH ASSIGNMENT IT SHALL PAY DIRECTLY TO LESSOR'S ASSIGNEE, SUBJECT TO SECTION 5 HEREOF, WITHOUT ABATEMENT, DEDUCTION OR SETOFF ALL AMOUNTS WHICH BECOME DUE HEREUNDER AND FURTHER AGREES THAT IT WILL NOT ASSERT AGAINST LESSOR'S ASSIGNEE ANY DEFENSE, CLAIM, COUNTERCLAIM OR SETOFF ON ACCOUNT OF ANY REASON WHATSOEVER WITH RESPECT TO ANY RENTAL PAYMENTS OR OTHER AMOUNTS DUE HEREUNDER AND WITH RESPECT TO ANY ACTION BROUGHT TO OBTAIN POSSESSION OF THE EQUIPMENT PURSUANT TO THIS LEASE. Section 20. EVENTS OF DEFAULT. The term "Event of Default," as used in this Lease, means the occurrence of any one or more of the following events: (a) Lessee fails to make any Rental Payment (or any other payment such as late charges, reimbursements or holdover rent which may be due hereunder) within each Fiscal Year as it becomes due after renewal in accordance with the terms of this Lease, and any such failure continues for ten days after the due date thereof, (b) Lessee fails to perform or observe any other covenant, condition, or agreement to be performed or observed by it hereunder and such failure is not cured within 20 days after receipt of written notice thereof by Lessor; (c) the discovery by Lessor that any statement, representation, or warranty made by Lessee in this Lease or in any writing delivered by Lessee pursuant hereto or in connection herewith is false, misleading, or erroneous in any material respect; (d) Lessee becomes insolvent, makes an assignment for the benefit of creditors, applies or consents to the appointment of a receiver, trustee, conservator or liquidator of Lessee of all or a substantial part of its assets, or a petition for relief is filed by Lessee under Federal bankruptcy, insolvency or similar laws; or a petition in a proceeding under any bankruptcy, insolvency or similar laws is filed against Lessee and is not dismissed within 30 days thereafter; or 8 (e) Lessee shall be in default under any other Schedule under this Agreement. Section 21. REMEDIES. Upon the occurrence of an Event of Default, Lessor may, at its option, exercise any one or more of the following remedies: (a) By written notice, and to the extent allowed by the law of the jurisdiction governing of this Lease, to Lessee declare an amount equal to all Rental Payments which have been appropriated for the Fiscal Year during which the Event of Default occurred and all other amounts then due under this Lease, to be immediately due and payable, whereupon the same shall become immediately due and payable; (b) By written notice to Lessee, request Lessee to (and Lessee agrees that it will), at Lessee's expense, promptly return the Equipment to Lessor in the manner set forth in Section 22 hereof, or Lessor, at its option, may enter upon the premises where the Equipment is located and take immediate possession of and remove the same; (c) Sell or lease the Equipment or sublease it for the account of Lessee, holding Lessee liable for all appropriated Rental Payments and other payments hereunder, including but not limited to late charges, if any, which may be due under Section 3, reimbursements, if any, which may be due under Section 12 and holdover rent, if any, which may be due if the Lessee fails to relinquish and deliver the Equipment as required under Section 22) due to the effective date of such selling, leasing or subleasing; and (d) Exercise any other right, remedy or privilege which may be available to it under applicable law including the right to (i) proceed by appropriate court action to enforce the terms of this Lease; (ii) recover damages for the breach of this Lease; and (iii) rescind this Lease as to any or all of the Equipment in accordance with applicable laws and procedures. In addition, to the extent allowed by law, Lessee will remain liable for all covenants and indemnities under this Lease and for all legal fees and other costs and expenses, including court costs, incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor. Section 22. TERMINATION PROCEDURE. In the event Lessor is entitled under the r provisions of this Lease, including any termination hereof pursuant to Sections 5 or 21 hereof, to obtain possession of the Equipment, Lessee shall make the Equipment available to Lessor free of all liens and encumbrances in at least as good condition and repair as when delivered to Lessee, ordinary wear and tear resulting from proper use alone excepted. Lessee agrees, at its expense, to 7 R advise Lessor of the location or locations where the Equipment may be found, permit Lessor access to the Equipment, voluntarily relinquish possession of the Equipment to Lessor, deliver the Equipment to a reasonable location specified by Lessor, and fully cooperate with Lessor in all respects in the removal of and redelivery of the Equipment to Lessor. Lessee agrees to execute and deliver to Lessor all documents reasonably requested by Lessor to evidence the termination of Lessee's leasehold interest in the Equipment. Section 23. LAW GOVERNING. This Lease shall be governed by the laws of the State of Colorado. Section 24. NOTICES. All notices to be given under this Lease shall be made in writing and mailed by certified mail to the other parry at its address set forth herein or at such address as the party may provide in writing from time to time. Any such notices shall be deemed to have been received five days subsequent to mailing. Section 25. SECTION HEADINGS. All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Lease. Section 26. DELIVERY OF RELATED DOCUMENTS. Lessee will execute or provide, as requested by Lessor, annual budget and financial information and such other documents and information, including an opinion of Lessee's counsel as to the validity and enforceability of this Lease, as are reasonably necessary with respect to the transaction contemplated by this Lease. Section 27. ENTIRE AGREEMENT; WAIVER; EXECUTION IN COUNTER- PARTS. This Lease, together with the Schedules and exhibits attached hereto and thereto are made a part hereof and any other attachments hereto and other documents or instruments executed by Lessee and Lessor in connection herewith constitute the entire agreement between the parties with respect to the lease of the Equipment. This Lease and any Schedule shall not be modified, amended, altered, or changed except with the written consent of Lessee and Lessor. Any provision of this Lease or any Schedule found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of this Lease. The wavier by Lessor of any breach by Lessee of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach hereof. This Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 28. APPOINTMENT. In compliance with Section 149(a) of the Internal Revenue Code of 1986, as amended, Lessee hereby designates Lessor to be its agent for the purposes of maintaining a book entry system identifying the ownership or interest in and to this Lease and ` each Schedule and Lessor hereby accept its duties as agent hereunder. 10 r^ Section 29. SECTION 265(B)(3) CERTIFICATION. Lessee certifies that it has designated the obligation created by this Lease as a "qualified tax- exempt obligation" in accordance with Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, and further it has not designated more than $10,000,000 of obligations as qualified tax- exempt obligations in accordance with such section for the current calendar year and reasonably anticipates that the total amount of qualified tax- exempt obligations to be issued by Lessee during the current calendar year will not exceed $10,000,000. Section 30. ADDITIONAL PROVISIONS. Any amendments to the standard language of this Lease will be set forth in riders attached hereto and made a part hereof. LESSEE: CITY Orku BLO, COLO DO By: L It I Title: resident of the City Council Date: June 17, 1999 (SEAL) ATTEST: P, M -M P- VM I, ! - * - - - 4! City Clerk APPROVED AS TO FORM: ity Attorney LESSOR: COMMUNITY FIRST FINANCIAL, INC. By: Title: Vice President Date: June 17, 1999 11 Section 29. SECTION 265(B)(3) CERTIFICATION. Lessee certifies that it has designated the obligation created by this Lease as a "qualified tax- exempt obligation" in accordance with Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, and further it has not designated more than $10,000,000 of obligations as qualified tax- exempt obligations in accordance with such section for the current calendar year and reasonably anticipates that the total amount of qualified tax- exempt obligations to be issued by Lessee during the current calendar year will not exceed $10,000,000. Section 30. ADDITIONAL PROVISIONS. Any amendments to the standard language of this Lease will be set forth in riders attached hereto and made a part hereof. LESSEE: CITY OF PUEBLO, COLORADO By: Title: President of the City Council Date: June 17, 1999 (SEAL) ATTEST: City Clerk APPROVED AS TO FORM: City Attorney LESSOR: COMMUNITY FIRST FINANCIAL, INC. By: Title: ice President Date: June 17, 1999 11 I ° SCHEDULE NO. 1999 -1 TO MASTER LEASE - PURCHASE AGREEMENT NO. 1999 -1 LESSEE: CITY OF PUEBLO, COLORADO One City Hall Place P.O. Box 1427 Pueblo, CO 81002 LESSOR: COMMUNITY FIRST FINANCIAL, INC. 520 Main Avenue Fargo, ND 58124 -0001 DATE: June 17, 1999 Section 1. EQUIPMENT DESCRIPTION. The Equipment covered by this Schedule is as described in Exhibit A hereto. Section 2. TERM AND ACCEPTANCE. The Term of this Schedule shall commence upon execution hereof by Lessee and Lessor and terminate upon the payment by Lessee of the last Rental Payment required to be made by it in accordance with Exhibit B hereto unless terminated earlier pursuant to Lessee's option to terminate (or not renew) under Section 5 of the Lease. Lessee hereby authorizes its Finance Director to execute and deliver each Receipt Certificate and each Payment Request Form under the Escrow Agreement. Section 3. RENTAL PAYMENTS. The Rental Payments required to be made under this Schedule and in accordance with the terms of the Lease shall be made in the amounts, in dollars (U.S.), and at the times set forth on Exhibit B hereto unless terminated earlier pursuant to Lessee's option to terminate (or not renew) under Section 5 of the Lease. All Rental Payments and other amounts which may be due hereunder or under the Lease shall be paid to Lessor at its address set forth above or in such other manner of which Lessor shall notify Lessee. Section 4. CERTAIN REPRESENTATIONS AND WARRANTIES AND DESIGNATION. - (a) Lessee hereby confirms, represents and warrants as follows: (i) all representations and warranties made by Lessee in the Lease (specifically including those contained in Section 16 of the Lease) or any document or certificate furnished pursuant to the Lease are true and correct as of the date hereof with the same effect as though made on the date hereof, (ii) there has not occurred nor is there presently continuing an Event of Default under the terms of the Lease, nor any other event which with the giving of notice or the lapse of time, or both, would become an Event of Default; and (iii) funds sufficient for the payment by Lessee of the Rental 12 r Payments and other amounts with respect to this Schedule for its current Fiscal Year have been duly budgeted and appropriated and are available for such payment by Lessee. (b) Lessee has the legal capacity to enter into the Lease and is not in contravention of any town/city, district, City, or constitution, state statute, rule, regulation, or other governmental provision or its Charter. LESSEE CERTIFIES THAT IT HAS DESIGNATED THE OBLIGATION CREATED BY THIS LEASE AS A QUALIFIED TAX - EXEMPT OBLIGATION IN ACCORDANCE WITH SECTION 265(B)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND FURTHER IT HAS NOT DESIGNATED MORE THAN $10,000,000 OF OBLIGATIONS AS QUALIFIED TAX- EXEMPT OBLIGATIONS IN ACCORDANCE WITH SUCH SECTION FOR THE CURRENT CALENDAR YEAR AND REASONABLY ANTICIPATES THAT THE TOTAL AMOUNT OF QUALIFIED TAX - EXEMPT OBLIGATIONS TO BE ISSUED BY LESSEE DURING THE CURRENT CALENDAR YEAR WILL NOT EXCEED $10,000,000. Section 5. GENERAL PROVISIONS. All defined terms used in this Schedule shall have the meanings set forth in the Master Lease - Purchase Agreement first referred to above (the "Lease "). This Schedule is deemed to be an integral part of the Lease. All terms and conditions of the Lease are incorporated herein by reference except that other Schedules entered into pursuant to the Lease shall not be deemed to be incorporated herein. Any reference to Lessor in the Schedule shall mean Lessor and its assigns or successors except as otherwise provided. 13 r LESSEE ACKNOWLEDGES RECEIPT OF A SIGNED TRUE AND EXACT COPY OF THIS SCHEDULE. LESSEE: CITY OF PUEBLO, CO71A O / By. u -f - Title: Pres dent of the City Council Date: June 17, 1999 (SEAL) ATTEST: By: City Clerk APPROVED AS TO FORM: 16y/Attorney LESSOR: COMMUNITY FIRST FINANCIAL, INC. By: Title: Vice President Date: June 17, 1999 r r 14 LESSEE ACKNOWLEDGES RECEIPT OF A SIGNED TRUE AND EXACT COPY OF THIS SCHEDULE. LESSEE: CITY OF PUEBLO, COLORADO By: Title: President of the City Council Date: June 17, 1999 (SEAL) ATTEST: City Clerk APPROVED AS TO FORM: City Attorney LESSOR: COMMUNITY FIRST FINANCIAL, INC. By: Title: Vic resident Date: June 17, 1999 14 EXHIBIT A TO SCHEDULE NO. 1999 -1, DATED JUNE 17, 1999 TO MASTER LEASE- ' ' PURCHASE AGREEMENT NO. 1999 -1, DATED JUNE 17, 1999. EQUIPMENT DESCRIPTION Description of Equipment Serial Numbers All Equipment and interests described under the (To be provided at the time Software License and Services Agreement entered into on the of submission of each 28` Day of December, 1998, by and between H.T.E., Inc., a Receipt Certificate and Florida corporation, and Lessee, including but not limited to all Payment Request Form of Lessee's right, title and interest in and to the Licensed under the Escrow Programs, the Hardware, the software application modules and Agreement) software programs, all as described in such Agreement and all as assigned by Lessee to Lessor on the date of this Schedule. Equipment Location One City Hall Place Pueblo, CO 81002 Description of Lease Principal Amount Equipment Costs $625,000 Plus: Lease Origination Fee and Financial Advisor Fee 15,000* Net Lease Principal Amount $640,000 * $10,000 to be retained by Lessor on the date of execution and funding of the Lease and the Escrow Agreement and to be used by Lessor to pay legal counsel costs, filing fees and other costs associated with the Lease and the Escrow Agreement. $5,000 to be drawn from the Equipment Acquisition Fund created under the Escrow Agreement for the payment of the fee of Lessee's Financial Advisor. LESSEE: CITY O P EBLO, CO DO (SEAL) By: 4f 14, �- Title. President of the City Council ' Date: June 17, 1999 ATTEST: By: City Clerk 15 EXHIBIT B TO SCHEDULE NO. 1999 -1, DATED JUNE 17, 1999 TO MASTER LEASE - PURCHASE AGREEMENT NO. 1999 -1, DATED JUNE 17, 1999 RENTAL PAYMENTS Rental Rental Principal Termination Payment Date Payment Amount Interest Portion Portion Value 06/17/1999 * * * $640,000.00 02/01/2000 $115,861.62 $18,030.58 $97,831.04 542,168.96 08/01/2000 115.861.62 12198.80 103.662.82 438,506.14 2000 Totals 231,723.24 30,229.38 201,493.86 02/01/2001 115,861.62 9,866.39 105,995.23 332,510.91 08/01/2001 115,861.62 7,481.50 108.380.12 224,130.79 2001 Totals 231,723.24 17,347.89 214,375.35 02/01/2002 115,861.62 5,042.94 110,818.68 113,312.11 08/01/2002 115.861.62 2,549.51 113312.11 0.00 2002 Totals 231,723.24 7,592.45 224,130.79 Totals $695.169.72 55169.72 $640,000.00 Compound Period: Annual Nominal Annual Rate: 4.500% Effective Annual Rate: 4.551% Periodic Rate: 2.2500% Daily Rate: 0.01233% AMORTIZATION SCHEDULE - US Rule, 365 Day Year LESSEE: CITY OF EBLO, COLO DO By: Title: President President of the City Council Date: June 17, 1999 16 EXHIBIT C SCHEDULE NO. 1999 -1 TO MASTER LEASE - PURCHASE AGREEMENT NO. 1999 -1 RECEIPT CERTIFICATE ` The undersigned Lessee under that certain Schedule No. 1999 -1, dated June 17, 1999, to Master Lease - Purchase Agreement No. 1999 -1, dated June 17, 1999, negotiated for the purpose of acquiring Equipment with Community First Financial, Inc., as Lessor, hereby acknowledges receipt in good condition of [a portion ofJ [all ofJ the Equipment described on Exhibit A of Schedule No. 1999 -1 to said Master Lease - Purchase Agreement this day of as described on the Payment Request Form required under the Escrow Agreement and attached hereto, and hereby certifies that the Equipment is satisfactory and in accordance with specifications. Further, Lessee hereby confirms that it will commence Rental Payments for the Equipment as specified in Exhibit B of Schedule No. 1999 -1 to Master Lease - Purchase Agreement No. 1999 -1 with the first payment being due on February 1, 2000. LESSEE: CITY OF PUEBLO, COLORADO By: Title: Finance Director Date: , 17 EXHIBIT D TO SCHEDULE NO. 1999 -1 DATED JUNE 17, 1999 TO MASTER LEASE - PURCHASE AGREEMENT NO. 1999 -1, DATED JUNE 17,1999 STATEMENT OF ESSENTIAL USE /SOURCE OF FUNDS The above referenced Lease is to provide financing for the lease purchase of equipment rather than for the short-term rental of equipment. For this reason, periodic payment amounts are calculated to amortize the full cost of the Equipment over the agreed payment term. Because we do not consider your repayment commitment to be a debt or multiple fiscal year financial obligation, as those terms would be defined by State constitution or regulations, the Lease includes a non - appropriation clause as a result of which the Lease is not renewed and is subject to funds being encumbered for repayment by your governing body. This non - appropriation clause provides some risk that the Equipment will be returned during the life of the Lease. As evidence of the declaration of intent of your governing body to retain the Equipment throughout the Lease Term, we need a description of your understanding of the essential governmental use intended for the Equipment, together with an understanding of the sources from which Rental Payments are expected to be made. To satisfy this requirement, please address the following points either by completing this form or sending a separate letter: 1. What is the specific use of this Equipment? This equipment will be used to process all financial applications of the City of Pueblo, Colorado including, but not limited to, financial statements, general ledger, purchasing, inventory, payroll, fixed assets and fleet maintenance. What increased capabilities will it provide? This equipment will significantly reduce transaction processing time resulting in more timely financial reporting and payments to vendor. Also, increased reporting and data research capabilities will be provided. 2. Why is the Equipment essential to the operation of your organization? This equipment will be the sole source of all financial transaction processing. 3. Does the Equipment replace existing equipment? Yes If so, why is the replacement being made? Current equipment is not year 2000 compliant. 18 4. Why did you choose this specific Equipment or system configuration? This equipment is the most suited to the needs and requirements of the City of Pueblo, Colorado. 5. What is your estimate of the useful life of the Equipment to your operations? 10+ years 6. What is the expected source of funds for payments due under the Lease for the current fiscal and future years? General Fund LESSEE: CITY OF PUEBLO, COLORADO By: < Title: Financ Director Date: June 17, 1999 r r R 19 n r. . w . EXHIBIT E INSURANCE COVERAGE DISCLOSURE TO MASTER LEASE - PURCHASE AGREEMENT NO. 1999 -1 RE: INSURANCE COVERAGE REQUIREMENTS In accordance with the Master Lease - Purchase Agreement, Lessee certifies that it has instructed the Risk Management Officer named below (please fill in name, address, and telephone number): Ralph A. Williams, CPCU SCA Insurance P.O. Box 4316 Pueblo, CO 81003 -0316 (719) 546 -6851 to issue: (check to indicate coverage) X a. All Risk Physical Damage Insurance on the Equipment evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming Community First Financial, Inc. and/or its assigns as Loss Payee. Coverage Required: Termination Value Specified. X b. Public Liability Insurance evidenced by a Certificate of Insurance naming Community First Financial, Inc. and /or its assigns as an Additional Insured. Proof of insurance coverage will be provided to Community First Financial, Inc., prior to the time that the Equipment is delivered to Lessee; AND 20 Pursuant to the Master Lease - Purchase Agreement, Lessee represents and warrants, in addition to other matters under the Master Lease - Purchase Agreement, that it is lawfully self - insured for: (check to indicate coverage) X a. All Risk, Physical Damage in the amount(s) specified in 1(a) above up to $25,000. X b. Public Liability for not less than the amount(s) specified in 1(b) above up to $150, 000. LESSEE: CITY OF PUEBLO, COLORADO By: Aj) "t Title: Risk Ma6gement Officer Date: June 17, 1999 21 ISSUE DATE (MM /DD/YY) ®� N PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE COMPANY A LETTER COMPANY LETTER B INSURED '' r , =; } NY ETTER C .. �.i..'. G� Fl !' ^ /, COMPANY D LETTER a COMPANY E " LETTER THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDI- TIONS OF SUCH POLICIES. TYPE OF INSURANCE POLICY NUMBER POLICY EFF ECTIVE POLICY EXPIRATI LIABILITY LIMITS IN THOUSANDS LTR DATE (MM DDAY) DATE (MM /DD YY) EACH T AGGREGATE OCCURRENCE GENERAL LIABILITY BODILY COMPREHENSIVE FORM INJURY $ $ PREMISES /OPERATIONS PROPERTY UNDERGROUND DAMAGE $ $ EXPLOSION & COLLAPSE HAZARD PRODUCTS /COMPLETED OPERATIONS CONTRACTUAL BI & PD COMBINED $ $ INDEPENDENT CONTRACTORS BROAD FORM PROPERTY DAMAGE PERSONAL INJURY PERSONAL INJURY $ AUTOMOBILE LIABILITY BODILY INJURY ANY AUTO (PER PERSON) $ ALL OWNED AUTOS (PRIV. PASS.) BODILY OTHER THAN 1 INJURY ALL OWNED AUTOS pRIV. PASS. / PER ACCIDENT) $ HIRED AUTOS PROPERTY NON -OWNED AUTOS DAMAGE $ GARAGE LIABILITY 81 &PD COMBINED $ EXCESS LIABILITY UMBRELLA FORM Ell & PD COMBINED $ $ OTHER THAN UMBRELLA FORM STATUTORY WORKERS' COMPENSATION $ (EACH ACCIDENT) AND $ (DISEASE- POLICY LIMIT) EMPLOYERS' LIABILITY $ (DISEASE -EACH EMPLOYEE) OTHER DESCRIPTION, OF QPERATIONS / /SPECIAL ITEMS 1 a ]l r q • • • SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EX- PIRATIbN DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESE 'P#1T V� 4 . COLORADO INTERGOVERNMENTAL RISK SHARING AGENCY PROPERTY /CASUALTY SCHEDULE OF EXCESS PROPERTY CARRIERS 1999 TO $1,000,000: NORTHFIELD INSURANCE COMPANY POLICY NUMBER AA01135 $200 EXCESS OF $1,000,000: T I G INSURANCE COMPANY POLICY NUMBER XPT 38797490 99certliabatt.wpd ISSUE DATE (MM /DD/YY) or ® Q��04191 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 5, r1 f^ COMPANIES AFFORDING COVERAGE COMPANY A ,'""r P , ST! ?anr c, LETTER COMPANY B LETTER Rl9k Sit Agency 'C'TRSA) COMPANY C 950 Sii i`ri 'Ch"rry S`.rePt, 1100) LETTER Den.vi -i' '0 8riH2 2 COMPANY D LETTER GI ,l !4i��1 i57 ->'ih FAX: 1.3!1'1 � -39 01 11 OF P'E°b1' COMPANY E LETTER THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REOUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDI- TIONS OF SUCH POLICIES. CO POLICY EFFECTIVE POLICY EXPIRATION LIABILITY LIMITS IN THOUSANDS TYPE OF INSURANCE POLICY NUMBER LTR DATE (MM /DD/YY') DATE (MM /DDNY) EACH AGGREGATE OCCURRENCE GENERAL LIABILITY A 01).;;) ii).�1999 ''IJl''i) BODILY COMPREHENSIVE FORM INJURY $ $ PREMISES /OPERATIONS PROPERTY UNDERGROUND DAMAGE $ $ EXPLOSION & COLLAPSE HAZARD PRODUCTS /COMPLETED OPERATIONS z CONTRACTUAL Bt & PD COMBINED $ $ INDEPENDENT CONTRACTORS BROAD FORM PROPERTY DAMAGE PERSONAL INJURY PERSONAL INJURY $ AUTpMOBILE LIABILITY a s ; 1 C y n : ,� eoDlLv fib, .,. �+ ru - �Ia1 INJURY ANY AUTO (PER PERSON) ALL OWNED AUTOS (PRIV. PASS.) BODILY OTHER THAN INJURY ALL OWNED AUTOS (OTHER (PER ACCIDENT) $ PASS. HIRED AUTOS PROPERTY NON -OWNED AUTOS DAMAGE $ GARAGE LIABILITY Bt &PD COMBINED $ EXCESS LIABILITY UMBRELLA FORM BI & PD Q INED $ COMB $ OTHER THAN UMBRELLA FORM STATUTORY WORKERS' COMPENSATION $ (EACH ACCIDENT) AND $ (DISEASE - POLICY LIMIT) EMPLOYERS' LIABILITY $ (DISEASE -EACH EMPLOYEE) OTHER DESCF3I7ION OF QPF RQTJONS /LOEATIfJNSNEHICLES /SPECIAL ITEMS As respecr_s ?Master ',ease- P), Ircl;sse rgrr:emen. No. f�Ci l)�itt3 i;u1 11517 ' "� ?: �'E `t1�1Cd tC �'v C„ 1694 LD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EX- t +au F 51 i tai Iii,, W. 11JN DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE T17 BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY Y KIND UPON THE COMP NY, ITS AGENTS OR REPRESENTATIVES. HORIZED REPRESENTATIVE COLORADO INTERGOVERNMENTAL RISK SHARING AGENCY PROPERTY /CASUALTY DESCRIPTION OF COVERAGE * to $150K per person /$600K per occurrence for liability claims subject to Governmental Immunity Act; $1.5M claim /occurrence other automobile claims; $5M claim /occurrence other liability claims. All coverages subject to aggregate and other limits. SCHEDULE OF EXCESS LIABILITY CARRIERS 1999 $4,000,000 EXCESS OF $1 NORTHFIELD INSURANCE COMPANY POLICY NUMBER AA01135 98cert liab attach..wpd ESCROW AGREEMENT THIS ESCROW AGREEMENT, made and entered into this 17th day of June, 1999, by and between Community First National Bank, Pueblo, Colorado (the "Escrow Agent "), Community First Financial, Inc. ( "Lessor ") and the City of Pueblo, Colorado, a political subdivision of the State of Colorado ( "Lessee "): WITNESSETH THAT, in the joint and mutual exercise of their powers, and in consideration of the mutual covenants herein contained, the parties hereto recite and agree as follows: Section 1. Recitals. 1.01. Lessor and Lessee have entered into a Master Lease - Purchase Agreement No. 1999 -1 dated June 17, 1999 (the "Lease "), a duplicate original of which has been furnished to Escrow Agent, whereby Lessor has agreed to lease with an option to purchase certain personal property described therein (the "Equipment ") to Lessee, and Lessee has agreed to lease with an option to purchase the Equipment from Lessor, in the manner and on the terms set forth in the Lease. 1.02. This Escrow Agreement is not intended to alter or change in any way the rights and obligations of Lessor and Lessee under the Lease, but is entirely supplemental thereto. 1.03. The terms capitalized in this Escrow Agreement but not defined herein shall have the meanings given to them in the Lease. 1.04. Under the Lease, Lessor is required to deposit or cause to be deposited with Escrow Agent the sum of $640,000, less a $10,000 Lease Origination Fee, which funds, together with the interest earnings thereon, will be credited to the Equipment Acquisition Fund established in Section 2 hereof and used to pay the Purchase Price of the items of Equipment and, to the extent not needed for this purpose, will be applied as provided in Section 2.04 hereof, all as hereinafter provided. The Purchase Price of each such item of Equipment shall be paid solely from the amount deposited with Escrow Agent in accordance with this Escrow Agreement. 1.05. Under the Lease, either Lessor or Lessee will cause each item of Equipment to be ordered from the Equipment Vendor therefor. Lessor shall furnish to Escrow Agent as soon as available, a copy of the purchase order(s) for all Equipment ordered pursuant to the Lease, showing the Purchase Price and the estimated delivery date(s). 1.06. Subject to such control by Lessee as is provided for herein, Lessor and Lessee agree to employ Escrow Agent to receive, hold, invest and disburse the moneys to be paid to Escrow Agent by Lessor as described in Section 1.04, all as hereinafter provided; however, Escrow Agent shall not be obligated to assume or perform any obligation of Lessee or Lessor under the Lease or of any Equipment Vendor with respect thereto by reason of anything contained in this Escrow Agreement. 1.07. Each of the parties has authority to enter into this Escrow Agreement and has taken all actions necessary to authorize the execution of this Escrow Agreement by the officers whose signatures are affixed hereto. Section 2. Equipment Acquisition Fund. 2.01. Escrow Agent shall establish a special escrow fund designated as the Equipment Acquisition Fund (the "Equipment Acquisition Fund ") and shall keep such fund separate and apart from all other funds and money held by it, and shall administer such fund as provided in this Escrow Agreement. 2.02. Lessor shall pay or cause to be paid to the Escrow Agent the sum set forth in Section 1.04 hereof which amount shall be credited to the Equipment Acquisition Fund which shall be used to pay all costs of purchase, construction and installation of the Equipment, including the fee of Lessee's Financial Advisor, upon submission to Escrow Agent by Lessee of completed Payment Request Forms in form as attached hereto and completed Receipt Certificates in form as attached to the Lease. The submission of a Payment Request Form and Receipt Certificate shall be deemed to be a representation by Lessee that no default or Event of Default shall have occurred or be continuing or will exist at the time of the making of the payment from the Equipment Acquisition Fund and that the representation and warranties contained in the Lease shall be true and correct as of the date of payment from the Equipment Acquisition Fund. 2.03. In the event that Lessor provides to Escrow Agent written notice of the occurrence of an Event of Default or an Event of Non - appropriation under the Lease, Escrow Agent shall thereupon promptly remit to Lessor or any assignee of Lessor the remaining balance of the Equipment Acquisition Fund plus investment income thereon. 2.04. Upon receipt by Escrow Agent of written notice from Lessor that the Purchase Price of all Equipment under the Lease has been paid in full, (a) Escrow Agent shall apply the balance remaining in the Equipment Acquisition Fund, first, to all reasonable fees and expenses incurred by Escrow Agent in connection herewith as evidenced by its statement forwarded to Lessee and Lessor and, second, to Lessor to be applied for benefit of Lessee against the principal portion of the Rental Payments next coming due under the Lease and (b) this Escrow Agreement shall terminate. Upon the earlier of receipt of such notice or two years from the date hereof, if any funds remain in the Equipment Acquisition Fund that represent the Purchase Price of the Equipment, such funds shall be applied against the principal portion of the Rental Payment next coming due under the Lease. 2.05. Escrow Agent shall only be responsible for the safekeeping and investment of the money held in the Equipment Acquisition Fund, and the disbursement thereof in accordance with this Section, and shall not be responsible for the authenticity or accuracy of such certifications or documents, the application of amounts paid pursuant to such certifications by the persons or entities which they are paid, or the sufficiency of the moneys credited to the Equipment Acquisition Fund to make the payments herein required. 2 Section 3. Money in Equipment Acquisitions Fund; Investment. 3.01. The money and investments held by Escrow Agent under this Agreement are irrevocably held in trust for the benefit of Lessor, and such money, together with any income or ` interest earned thereon, shall be expended only as provided in this Escrow Agreement, and shall not be subject to levy or attachment or lien by or for the benefit of any creditor of either Lessee or Lessor. 3.02. Escrow Agent shall, without further direction from Lessor, sell such investments as and when required to make any payment from the Equipment Acquisition Fund. Any income received on such investments shall be credited to the Equipment Acquisition Fund. 3.03. Escrow Agent shall hold and invest the moneys held in the Equipment Acquisition Fund in a treasury savings account and shall furnish an accounting of all investments. Section 4. Escrow Agent's Authority. Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, may assume the validity and accuracy of any statement of assertion contained in such a writing or instrument, and may assume that any person purporting to give any writing, notice or advice or instructions in connection with the provisions hereof has been duly authorized to do so. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity or any instrument deposited with it, nor as to the identity, authority or right of any person executing the same; and its duties hereunder shall be limited to those specifically provided herein. Section 5. Administrative Provisions. r 5.01. All written notices to be given under this Escrow Agreement shall be given by mail to the party entitled thereto at its address set forth in the Lease, or at such address as the party may provide to the other parties hereto in writing from time to time. Any such notices shall be deemed to have been received 48 hours after deposit in the United States mail in registered form, with postage fully prepaid. 5.02. This Escrow Agreement shall be construed and governed in accordance with the laws of the State of Colorado. 5.03. This Escrow Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Specifically, the term "Lessor" as used herein means any person or entity to whom Lessor has assigned its right to receive Rental Payments under the Lease and any other payments due to Lessor hereunder from and after the date when a duplicate original of such assignment is filed with Escrow Agent. 5.04. This Agreement shall terminate upon disbursement by Escrow Agent of all money held by it hereunder. 3 5.05 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first written above. COMMUNITY FIRST NATIONAL BANK, as Escrow Agent By: Y� j 4 /F � President COMMUNITY FIRST FINANCIAL, INC., as Lessor r Vice President (SEAL) CITY OF PUEBLO, COLORADO, as Lessee President of the City Council ATTEST: 1 ----f City Clerk APPROVED AS TO FORM: rty Attorney 4 5.05 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first written above. President P (SEAL) COMMUNITY FIRST NATIONAL BANK, as Escrow Agent am COMMUNITY FIRST FINANCIAL, INC., as Lessor � By: � ! " � Cam' Vice President CITY OF PUEBLO, COLORADO, as Lessee U- President of the City Council ATTEST: City Clerk APPROVED AS TO FORM: City Attorney 4 r r ^ PAYMENT REQUEST FORM The Escrow Agent is hereby requested to pay from the Equipment Acquisition Fund established by the Escrow Agreement dated June 17, 1999 by and among the Escrow Agent, the Lessor and the Lessee, to the person or corporation designated below as Payee, the sum set forth below in payment (of all /of a portion) of the Purchase Price described below. The amount shown below is due and payable under a purchase order or contract with respect to the Equipment described below and has not formed the basis of any prior request for payment. Serial No(s). of Equipment for which Purchase Price to be Paid: Payee: Street Address: Mail Address: Attention: Purchase Price to be paid from Equipment Acquisition Fund: $ Dated: ' 1999 CITY OF PUEBLO, COLORADO, as Lessee r r a r By: Its: Finance Director 5 RESOLUTION NO. 8719 A RESOLUTION AUTHORIZING THE NEGOTIATION, EXECUTION, AND DELIVERY OF A MASTER LEASE - PURCHASE AGREEMENT BETWEEN COMMUNITY FIRST FINANCIAL, INC., AS LESSOR, AND THE CITY OF PUEBLO, COLORADO, AS LESSEE, UNDER WHICH THE CITY WILL LEASE A COMPUTER SYSTEM FOR FINANCIAL AND OTHER ADMINISTRATIVE APPLICATIONS; THE RELATED ASSIGNMENT OF A SOFTWARE LICENSE AND SERVICES AGREEMENT AND PRESCRIBING OTHER DETAILS IN CONNECTION THEREWITH. WHEREAS, the City of Pueblo, Colorado (the "City ") is duly organized and validly existing as a home rule city under the Constitution and laws of the State of Colorado (the "State ") and its home rule charter (the "Charter "); and WHEREAS, the City Council (the "City Council ") of the City is authorized, pursuant to the Charter and Sections 31- 15- 101(1)(c) and (d), 31- 15- 302(1)(a) and 31 -15 -801, Colorado Revised Statutes, to enter into contracts, to acquire, hold, lease and dispose of property, both real and personal, to control the finances and property of the City and to enter into rental or leasehold agreements, with or without an option to purchase the leased property, in order to provide land, buildings, equipment and other property for governmental or proprietary purposes; and WHEREAS, the City Council hereby finds and determines that the execution of a Master Lease - Purchase Agreement (the "Equipment Lease ") for the purpose of leasing with the option to purchase equipment (the "Equipment ") constituting a computer system to be used by the City for financial and other City administrative applications designated and set forth in Schedule A to the Equipment Lease is appropriate and necessary to the function and operations of the City; and WHEREAS, Community First Financial, Inc. (the "Lessor "), a Delaware corporation, shall act as Lessor under the Equipment Lease; and WHEREAS, the obligation of the City to pay Rental Payments (as defined in the Equipment Lease) shall be from year to year only; shall constitute currently budgeted expenditures of the City; shall not constitute a mandatory charge or requirement in any ensuing budget year; and shall not constitute a general obligation or a multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the City within the meaning of any constitutional, statutory or Charter limitation or requirement concerning the creation of indebtedness, nor a mandatory payment obligation of the City in any ensuing fiscal year beyond any fiscal year during which the Equipment Lease shall be in effect; and WHEREAS, the Equipment Lease shall not directly or indirectly obligate the City to make any payments beyond those appropriated for any fiscal year during which the Equipment Lease shall be in effect and the Equipment Lease shall terminate (or not be renewed) in the event that the City does not appropriate Rental Payments under the Equipment Lease; and WHEREAS, the Equipment is expected to be acquired by the Lessor and installed pursuant to the Software License and Services Agreement (the "Agreement ") entered into on December 28, 1998 between H.T.E., Inc. and the City and, as anticipated by the Agreement, is to be assigned (the "Assignment ") by the City to the Lessor in connection with the execution and delivery of the Equipment Lease. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO: Section 1. The President of the City Council or, in her absence, the Vice President of the City Council, acting on behalf of the City, is hereby authorized to negotiate, enter into, execute and deliver the Equipment Lease in substantially the form set forth in the document presently before the City Council, which document is available for public inspection at the office of the City Clerk. The President of the City Council or, in her absence, the Vice President of the City Council, acting on behalf of the City, is hereby authorized to negotiate, enter into, execute, and deliver such other documents relating to the Equipment Lease, including a related Escrow Agreement and the Assignment, as the President of the City Council or, in her absence, the Vice President of the City Council, upon advice of the City Attorney, deems necessary and appropriate. The Equipment Lease, the Escrow Agreement and the Assignment shall be attested by the City Clerk and the City Clerk shall affix the seal of the City thereon. The City Finance Director is authorized to execute the Receipt Certificates in form as attached to the Equipment Lease and the Payment Request Forms in form as attached to the Escrow Agreement. Section 2. The Rental Payments due under the Equipment Lease shall consist of an aggregate principal portion of $640,000 and an interest portion, all as set forth in Exhibit B of the Equipment Lease; the Equipment Lease to contain an option to purchase by the City as therein set forth. F Section 3. The obligation of the City to make Rental Payments under the Equipment Lease is subject to annual appropriation by the City Council and constitutes an undertaking of the City to make current expenditures. No provision of this resolution or the Equipment Lease shall be construed or interpreted as a delegation of governmental powers or as constituting or giving rise to a general obligation or other indebtedness or a multiple fiscal year direct or indirect debt or other financial obligation of the City within the meaning of any constitutional, statutory or Charter debt A limitation, including without limitation, Article XI, Sections 1, 2 and 6, and Article X, Section 20, of the Colorado Constitution, nor a mandatory charge or requirement against the City in any ensuing fiscal year beyond the current fiscal year. The City shall have no obligation to make any payment to the Lessor or its assigns except in connection with the payment of the Rental Payments under the ` Equipment Lease and certain other payments, for which funds have been specifically appropriated FA W' and encumbered by the City for such purpose, under the Equipment Lease, which payments may be terminated (and the Equipment Lease not renewed) by the City in accordance with the provisions of the Equipment Lease. Section 4. The City Council hereby determines and declares that the Rental Payments due under the Equipment Lease constitute the fair rental value of the Equipment and do not exceed a reasonable amount. Section 5. All other related contracts and agreements, including the Escrow Agreement necessary and incidental to the Equipment Lease are hereby authorized. Section 6. The City reasonably anticipates to issue not more than $10,000,000 of tax - exempt obligations (other than "private activity bonds" which are not "qualified 501(c)(3) bonds ") during the period from January 1, 1999 to December 31, 1999 and hereby designates the Equipment Lease as a qualified tax - exempt obligation for purposes of Section 265(b) of the Internal Revenue Code of 1986, as amended. I Section 7. This resolution shall take effect immediately upon its adoption and approval. INTRODUCED: June 14, 1999 (SEAL) ATTEST: r • City rk r M r 3 By: Robert Schilling Councilperson APP ED: L-C esident of the City Council r Rev. 12/28/98; Mod. 12/29/98 I SOFTWARE LICENSE AND SERVICES AGREEMENT THIS AGREEMENT is entered into this 28th day of December 1995, by and between H.T.E., Inc., a Florida Corporation, with its principal place of business at: 1000 Business Center Drive, Lake Mary, Florida, 32746, (hereinafter referred to as "HTE ") and the City of Pueblo, a Municipal Corporation, 1 City Hall Place, Pueblo, Colorado, 81003, (hereinafter referred to as "Customer "). HTE and Customer agree that when this Agreement is signed by authorized representatives of both parties, all terms, conditions and requirements contained in this Agreement and the Supplement(s) and all functional and software performance specifications relating to the Licensed Program(s) contained in the Request For Proposal and HTE's Proposal will apply with respect to HTE providing Hardware, software licenses, software support and other services to Customer; provided, however, that to the • extent that there is a conflict between the terms, conditions and requirements as set forth in this Agreement or in the Supplement(s), on the one hand, and the Request For Proposal and HTE's Proposal, on the other hand, then, with the exception of the fuunctional and software performance specifications, ' the terms, conditions and requirements as set forth in this Agreement and the Supplement(s) hereto shall control. Generally, HTE shall: 1. Timely furnish and license to Customer the software application product modules and software program(s) identified in HTE's Proposal and the Supplement(s) to this Agreement. 2. Grant to Customer a nonexclusive, nontransferable license to use the Licensed Programs on HTE supplied or approved equipment (including replacement equipment therefor) (the "License "). 3. Support service(s) as described herein and in HTE's Proposal. 4. Modifications, training, conversion and project management services as described herein, in HTE's Proposal, and in the Supplement(s) to this Agreement. 5. Furnish, install, test and integrate the Hardware identified in the Supplement(s) and Exhibits attached to this Agreement. With respect to the Licensed Program(s), upon HTE's furnishing of Hardware, software application product modules and software program(s) to Customer, the Customer agrees to accept responsibility for: 1. The installation of the Licensed Program(s) plus any enhancements and /or updates. 2. Use of the programs to achieve the Customer's intended results. I. DEFINITIONS. "Licensed Program(s)" shall mean a licensed data program or set of programs, or routines and subroutines, consisting of a series of instructions or statements in machine readable object code and r source code form and any related licensed program materials provided for use in connection with the program. Unless otherwise provided herein, the term "Licensed Program(s)" shall refer solely to HTE I ' Rev. 12/28/98; Mod. 12/29/98 software application product modules and software program(s) owned and furnished by HTE under this Agreement. "Machine" or "CPU" or "Hardware" shall mean computer Hardware designated, supplied or approved by HTE for operation of any Licensed Program(s). "Source Code" shall mean a copy of the computer programing code in human- readable form and related system documentation, including updates, applicable enhancements, and all pertinent commentary as well as any procedural code such as job control language. "Object Code" shall mean a cop }? of the computer progranining code assembled or compiled in magnetic or electronic binary form on software media, which are readable and usable by machines, but not generally readable by humans without reverse assembly, reverse compiling, or reverse engineering. "Installation Date" shall mean the date that the Licensed Program(s) are installed /loaded on a designated machine. "Delivery Date" shall mean the date that the Licensed Program(s) and the software documentation therefor have been received by the Customer. For services, the "Delivery Date" refers to the date services are performed. "Acceptance" shall mean that the installed /loaded Licensed Program(s) have gone through the program testing and acceptance period as described in Section VI, and within such acceptance period have been found by Customer to be functioning in accordance with the performance requirements for same as set forth in the Request for Proposal and HTE's Proposal. "Support Services" shall mean the maintenance and support call services provided to Customer for the HTE Licensed Program(s). "Request For Proposal" shall mean the City of Pueblo, Colorado Request For Proposal For Financial And Public Safety Systems issued November 16, 1998, as modified by HTE's Proposal. "HTE's Proposal" shall mean the Proposal submitted by HTE dated November 30, 1998 in response to the Request For Proposal. II. LICENSE. The license granted under this Agreement permits the Customer, subject to the provisions of Sections VIII, IX, X and XII of this Agreement to: a. Make use of the Licensed Program(s) on the designated Machine(s), CPU(s) and Hardware and on any replacement machines, CPU's and hardware if the designated -2- Rev. 12/28/98; Mod. 12/29/98 machines are removed from service and replaced with other compatible equipment. Customer shall seasonably provide HTE with sufficient identifying information for each such replacement machine, CPU or hardware. b. Copy the Licensed Program(s) in machine readable object code and source code form ( "Licensed Copies ") to provide sufficient working, back -up and archival copies to support the Customer's use of the Licensed Program(s) as authorized under this Agreement; provided, however, that Customer, upon HTE's request from time to time, shall promptly provide HTE with ' a statement indicating the number of Licensed Copies then existing; and provided further, that Customer will not remove any copyright or proprietary- rights legend from Licensed Copies. ` C. Transfer the Licensed Program(s) to a back up machine(s), CPU's and hardware to be used when the designated back -up machine(s), CPU's or hardware, or any part thereof, is temporarily inoperable. Customer shall seasonably provide HTE with identifying information for each such back -up machine(s), CPU's or hardware. d. Modify any Licensed Program(s), including the source code therefor, to form an updated software application product module or software program work for the Customer's use; provided that: 1. The Customer supplies HTE with written notification of the modification. 2. The modification is made according to the HTE conventions of the HTE Modification Library and not to the base system. The Licensed Program(s) should not be reverse assembled or reverse compiled in whole or in part. Failure to modify the programs 4141 the manner prescribed may negate HTE's ability to maintain the Licensed Program(s) and will, upon notice to Customer, relieve HTE of any responsibility to provide support services thereafter and terminate Customer's obligation; if any, to pay thereafter for such support services. Any updated work using portions of the Licensed Program(s) that meets the above criteria will continue to be subject to all terms of this Agreement.. e. Have access to a copy of the Licensed Program(s). Unless otherwise provided herein, the Licensed Program(s) are provided in and may be used in both source code and machine- readable object code. 111. TERM This Agreement, and the License granted hereby, is effective from the date on which it is signed by both parties and will remain in effect until terminated by the Customer upon thirty (30) days prior written notice or by HTE as stated in this section. Unless otherwise specifically terminated or canceled as provided in this Agreement, the Term of this Agreement with respect to the License granted hereby shall Rev. 12/28, Mod. 12/29/98 be for a period of not less than ninety -nine years; and it shall be renewable at Customer's option for another 99 years upon payment of a renewal license fee of S 1.00. Termination of the License granted by this Agreement may be exercised by Customer independently of termination of support services and all other provisions of this Agreement. The License granted pursuant to this Agreement may be terminated by the Customer only when all Licensed Program(s) and Licensed Copies have been returned to HTE or destroyed. In such event, an authorized representative of HTE, upon request, shall be afforded sufficient access to Customer's premises to verify that all use of Licensed Program(s) have been discontinued. Notice of discontinuance of any or all licenses shall not be considered notice of termination of this Agreement unless specifically stated. License(s) granted under this Agreement may be discontinued by the Customer upon written notice, effective immediately, during the testing period described in Section VI. HTE may terminate this Agreement, except with respect to software licenses g ranted to Customer, upon thirty days prior written notice if the Customer commits a material breach of this Agreement and fails within said thirty days to cure any such breach. Any outstanding responsibility of the Customer provided under this Agreement shall not be invalidated due to the expiration, termination or cancellation of this Agreement. HTE may not terminate or revoke the License granted herein with respect to Licensed Program(s) except for material breach by Customer of the provisions of Sections VIII, X, XII or )III hereof or the provisions of Section VII relating to access, use and disclosure of the source code for the Licensed Program(s), or failure of Customer to pay the one -time License Fees set forth in the Schedule(s) to this Agreement. IN'. HTE SUPPLIED PRODUCT(S) AND /OR SERVICES HTE shall supply the Licensed Program(s) specified in the Supplement(s) in both source code and machine readable object code form with instructions for installation by the Customer. Standard form options, if applicable, will be provided by HTE. In addition, HTE shall supply related services and /or maintenance, and will supply specialized Hardware or other third party products necessary for the performance of certain special features or fiunctions. These services and deliverables, if any, shall be identified and are more specifically described in HTE's Proposal and the Supplement(s) and Exhibits hereto, and shall constitute the complete list of deliverables provided by HTE. HTE assumes no liability for any Hardware or other third party products beyond manufacturers' warranty specified in the Supplement(s); provided, however, that HTE represents that the Licensed Program(s) furnished by HTE hereunder shall be compatible with the Hardware furnished by HTE under this Agreement. V. PRICING AND PAYMENT TERMS. All pricing and terms associated with Licensed Program(s) and any other HTE products and services are specified in HTE's Proposal and Supplement(s) to this Agreement. Unless specified to the contrary, -4- . Rev. 12/28/98; Mod. 12/29/98 prices quoted in the Supplement(s) to this Agreement are valid for one hundred twenty (120) days from the date of execution of this Agreement. HTE may increase its prices without notice only on items not provided for in the Supplement(s). Fees for HTE Support Services are payable within thirty (30) days after customer's receipt of an invoice for all Support Services described in an invoice which has been provided prior to the date of the invoice. Fees payable to third party Vendors, if any, for support services for any third party products provided for under this Agreement shall be payable to and in accordance with the provisions of the third party Vendor unless otherwise specified in the Supplement(s). Any taxes resulting from the furnishing of goods or services under this Agreement or taxes upon activities resulting from this Agreement, including sales and /or use taxes, but not including any income tax or occupation tax payable by HTE, will be the responsibility of Customer; provided, however, that Customer represents and warrants that it is a Colorado home city exempt from payment of sales and use taxes. HTE will accept an exemption certificate from the Customer in lieu of such taxes. Such exemption certificate will need to be provided to HTE within thirty days after contract execution. VI. LICENSED PROGRAM TESTING AND ACCEPTANCE Beginning on the date ten (10) days after the installation of the Hardware or the delivery of the Licensed Program(s), whichever is later, the Licensed Program(s) will be available for non - productive use for testing for an additional period of thirty (30) days. This testing period is to determine whether the Licensed Program(s)' functions operate together and whether the Licensed Proaram(s) meet the Customer's specifications and /or requirements. At any time during the testing period or within ten (10) days thereafter, upon written notice, the Customer may discontinue the Licensed Program(s) and receive full credit or reftrnd for the amount the license fee. If written notice of discontinuance is not received by HTE prior to the date ten (10) days following the end of the testing period, or if the Customer uses the Licensed Program(s) for other than non- productive use during the testing period, the Licensed Program(s) shall be deemed to be accepted under the provisions of this Agreement. VII. LICENSED PROGRAM SERVICES. Training on HTE Licensed Program(s), if necessary, will be provided for in the Supplement(s) and will be invoiced as incurred at the completion of each training session at the rate specified in the applicable Supplement(s). The Customer understands that the number of training sessions and the number of hours r of training vary per application, and are estimated based on HTE's experience in the training of other Customers for the same applications. Additional training can be provided upon request of the customer at the then prevailing rate per hour. -5- .. . Rev. 12/28/98; Mod. 12/29/98 Data Conversion is provided for in HTE's Proposal and the Supplement(s) to this Agreement and will be invoiced as incurred at the rate specified in HTE's Proposal and applicable Supplement(s). Data must be given to HTE in an IBM compatible forikiat on a specified magnetic media. Data must match data field definition. Input data file clean tip shall be the responsibility of the Customer. Additional conversion, beyond that set forth in the Proposal, if necessary, will be invoiced at the prevailing rate per hour. It is understood that no two systems and file structures are exactly alike and there may be a need for some manual conversion efforts to take place along with the electronic conversion. Modifications, if any, for work beyond the scope of HTE's Proposal will be provided for in the Supplement(s) and will be controlled by the HTE System Change Request form ( "SCR") which will be prepared for the Customer by the HTE Project Manager responsible for that module. HTE will proceed on the SCR when the signed SCR is returned with the Customer's authorization along with appropriate payment as provided for in the Supplement(s). 4. HTE will provide the Customer with the Support Services listed below for the HTE Licensed Program(s) for such period as may be listed in the Supplement(s), and commencing one hundred twenty (120) days after delivery of the Licensed Program(s). Thereafter, the Services will be provided on a year -to -year basis provided the Customer exercises the option to do so and pays HTE's annual support fee. The License granted to Customer herein for Licensed Program(s) shall not be affected by Customer's discontinuation of Support Services from HTE at any time. a. Toll free telephone support line; twenty-four (24) hours a day, seven (7) days per week. b. Electronic support. ` C. Product updates and new releases of the covered Licensed Program(s). d. Response to calls, under normal conditions, in approximately two (2) hours of receipt of incoming call. e. Error corrections as made. Support requests for the first one hundred twenty (120) days after delivery of the Licensed Program(s) shall be directed to the appropriate HTE project manager or trainer. Upon commencement of the HTE Support Services, telephone support will be provided using a dedicated support telephone number, and the Customer must have Electronic Customer Support installed. Support requests relating, if applicable, to third party Hardware or software will be directed to the Vendor of such products unless otherwise provided for in the Supplement(s). Unless otherwise stated herein or in the Supplement(s), HTE shall assume no responsibility for the pricing of, payment to, or provision of support services of any third party Vendors. HTE shall not supply any support services nor be liable for any damages in the event that any portion of the Licensed Program(s) is used on equipment or with software products or software systems other than those supplied or approved by HTE. During any period when HTE is providing support services to Customer, Customer shall obtain written authorization from HTE before attaching to the computer IN ,. R ' Rev. 12/28/98; Mod. 12/29/98 system any equipment not supplied or approved by HTE. Authorization shall not be withheld unless said equipment Nvill cause operational damage to the system, or require undue system support from HTE. Customer acknowledges that the systems supplied by HTE have unique operating properties and are a matched system of components which should not be altered, modified, or tampered with without specific assistance from HTE designated personnel. HTE shall not be liable for any damage or loss of function which results from deviations from the approved operating environment by personnel not approved by HTE. In the event of the failure of any Hardware component or other third party product supplied under this Agreement to firnction or operate in conformance with specifications, HTE shall have no obligation for warranty beyond that of the Hardware or other third party manufacturer or that specified in the Supplement(s). HTE prohibits access to the source code for the Licensed Programs except as expressly provided hereunder. Accordingly, after completion of all of HTE's services under this Agreement, Customer may obtain Support Services for subsequent annual periods from any competent firm or consultant selected by Customer, provided that, before permitting access to the source code for any Licensed Program(s), Customer shall (a) provide thirty (30) days advance written notice to HTE of its intent to contract with a third party and (b) require any provider of such Support Services to sign a three -party agreement in the form attached as Exhibit 2 hereto. Under no circumstances shall Customer permit any person or firm, to whom HTE has reasonable objection, to have access to the source code for the Licensed Program(s). VIII. PROTECTION AND SECURITY OF PROPRIETARY MATERIALS The Customer acknowledges that the Licensed Program(s), including the source code (if applicable), desiUn specifications and associated documentation of the Licensed Program(s), (the "HTE Proprietary Information ") constitute proprietary information and trade secrets of HTE and will remain the sole property of HTE. The Customer agrees that, except as otherwise permitted in this Agreement, it shall not at any time sell, assign, transfer or otherwise make available to, or allow use by, a third party any of the HTE Proprietary Information. The Customer shall hold in confidence the HTE Proprietary Information for its benefit and internal use only by its employees, and, provided there is compliance with Section VII hereof, its agents and contractors. The Customer further acknowledges that, in the event of a breach or threatened breach by the Customer of the provisions of this paragraph, HTE has no adequate remedy in money damages, and, accordingly, shall be entitled to seek an injunction against such breach or threatened breach. All proprietary rights in the Licensed Program(s) developed by HTE are, and shall remain, the property R of HTE only. HTE and Customer each hereby agrees that all alterations and modifications to the Licensed Prograrn(s) form part of the overall and evolving collective work edited by HTE and published tinder HTE's name and, as such, shall be and remain the sole and exclusive property of HTE. Customer -7- r . Rev. 12/28/98; Mod. 12/29/98 hereby confirms that HTE, and its successors and assigns, owns the entire title, right and interest to the Licensed Program(s) and any implied rights therein, including the right to reproduce, prepare derivative works based upon the copyright or other intellectual property right in the Licensed Program(s), distribute by sale, rental, lease or lending or by other transfer of ownership, to perform publicly, and to . display, in and to the Licensed Progran (s) and any implied rights therein, whether or not the Licensed Program(s) and implied rights therein constitutes a "work made for hire" as defined under U.S. law. Customer agrees that no rights in the Licensed Programs) or any modifications thereof, or implied rights therein, are retained by Customer except as provided in this Agreement and Customer agrees to cooperate as is necessary so that HTE may protect the copyright ability of the Licensed Program(s) and the implied rights therein. To the extent that Customer incurs or is otherwise liable for any fees, costs or other expenses ( "Customer Expenses ") in cooperating to protect the copyrightability of the Licensed Program(s), HTE hereby agrees to promptly reimburse and indemnify Customer for any such Customer. Expenses. I . IX. WARRANTY HTE warrants that for and during the period of one (1) year from the date hereof, the HTE Licensed ` Program(s) listed in the Supplement(s) will perform -in substantial compliance with the requirements of the Request For Proposal and HTE's Proposal, and to the extent not inconsistent therewith, the reference documentation supplied by HTE, provided the Licensed Program(s) are used in the proper operating ` environment. Any other utility or incidental software, distributed by HTE will be on an "AS IS" and . - "WITH ALL FAULTS" basis without warranty of any kind either expressed or implied. HTE shall be responsible only for the Licensed Pro`ram(s) and products as originally supplied and accepted by Customer, and for changes made to the Licensed Program(s) by HTE's authorized representatives. HTE will not be responsible for the consequences of attempts at changes or modifications to the products and Licensed Program(s) made by the Customer or any other unauthorized party. HTE warrants that it has the right to license the HTE Licensed Program(s) listed in the Supplement(s) and that the HTE Licensed Program(s) does not infringe any intellectual property of any third party. HTE agrees to indemnify, defend and hold Customer harmless against expenses including reasonable attorneys' fees, and liability arising from any claim of infringement related to HTE Licensed Program(s) . _ provided HTE shall have the right to control the defense or settlement of any such claim. If use of the HTE Licensed Program(s) by the Customer is enjoined by any infringement proceeding, HTE shall, if 1 . possible obtain without further expense the right of License for the Customer to use the HTE Licensed Program(s) or if that is not possible, HTE shall refund to the Customer the license fee(s) paid under this Agreement for the particular Licensed Program(s) that is determined to be infringing. HTE does not make any representations or warranties with respect to intellectual property rights of any third party products. Any such representations or warranties are made solely by the Vendor of such products, and shall not be construed as a warranty with respect to infringement and the like by HTE. THE WARRANTIES SET FORTH IN THIS AGREEMENT (AND IN ANY DOCUMENTS -8- P Rev. 13/28/98; Mod. 12/29/98 EXPRESSLY INCORPORATED BY REFERENCE HEREIN) ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY HTE. HTE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY nNIPLIED WARRANTIES OIL CONDITIONS OF AI JERCHANTABII:ITY OR FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE (WHETHER OR NOT HTE KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY ' REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING, EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LA`1' CANNOT BE VALIDLY DISCLAIMED. IN ADDITION, HTE EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OR ENTITY OTHER THAN CUSTOMER WITH RESPECT TO THE LICENSED PROGRAM(S) OR ANY PART. THEREOF. THE PROVISIONS OF THIS SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT. NO DEALER, AGENT, OR EMPLOYEE OF HTE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. X. COPY AND USE Customer shall have the right to use the Licensed Program(s) in equipment or systems supplied or ` approved by HTE, and in any equipment or systems which subsequently replace the supplied or f approved equipment or systems, while this Agreement is in effect. Customer shall have the right to make copies of the Licensed Program(s) and the associated reference documentation for archival and /or backup purposes only. Any copies made by Customer shall be the property of HTE. Apart from the License of the Licensed Program(s) granted in this Agreement and in any incorporated documents herein, the grant to Customer of the Licensed Program(s) does not include a grant to Customer of any right to engage in any activity with respect to the Licensed Program(s) not specifically authorized hereby or in the specifically incorporated documents relating hereto or attachments, nor any ownership right, title or interest, nor any security interest or other interest, in any intellectual property rights relating to the Licensed Program(s) nor in any copy of any part of the Licensed Program(s). XI. LIMITATION OF LIABILITY AND REMEDIES 4 To the extent permitted by law, and to the extent provided for under this Agreement, for claims related to bodily injury, death and damage to real property and tangible personal property, HTE shall indemnify, defend and hold harmless the Customer from and against all direct damages and costs of any kind, including but not limited to reasonable attorney fees, arising out of or resulting from any negligent acts, or negligent omissions of HTE, regardless of whether such claims are caused in part by any party indemnified hereunder, but not to the extent that the Customer is legally liable for such damages and costs due to Customer's own negligence. In no event, .however, will HTE be liable for any consequential damages, including lost profits, savings or reprocurement costs, even if HTE has been advised of their -9- r Rev. 12/28/98; Mod. 12/29/98 possibility. Except for HTE's obligations to indemnify the Customer under infringement actions, as noted in Sections IX and X11 of this Agreement, and claims for personal injury or damages to real or tangible personal property caused by HTE's negligence as noted above, HTE's liability for damages to the Customer for any cause whatsoever under this Agreement, regardless of the form of action, is limited to the total ` amount of fees paid by Customer under this Agreement for HTE Licensed Program(s) and services, not including any fees associated with HTE project management and related out -of- pocket expenses. In situations involving performance or nonperformance of Licensed Program(s) furnished under this agreement, the Customer's remedy is (1) the correction by HTE of Licensed Program defects, or (2) if, after repeated efforts, HTE is unable to make the Licensed Program(s) operate as warranted, the Customer shall be entitled to recover damages to the limits set forth in this section. The agreements of Customer and HTE under this Section shall survive termination of this Agreement and continue in fill force and effect thereafter. X11. PATENT AND COPYRIGHT INDEMNITY HTE will, at its expense, defend the Customer against any claim that the HTE Licensed Program(s) supplied hereunder infringe a U.S. patent or copyright, and HTE will pay all costs, damages and reasonable attorney's fees that a court finally awards as a result of such claim. To qualify for such defense and payment, the Customer must: a. Give HTE prompt written notice of any such claim, and b. Allow HTE to control, and fully cooperate with HTE in the defense and all related settlement negotiations. The Customer agrees to allow HTE, at HTE's option and expense, if such claim has occurred or in HTE's judgment is likely to occur, to procure the right for the Customer to continue using the Licensed Program(s) or to replace or to modify them so that they become non - infringing. If neither of the ` foregoing alternatives is available on terms which are reasonable in HTE's judgment, upon written request, the Customer will return the Licensed Program(s) to HTE, and HTE shall refund to the Customer the license fee(s) paid under this Agreement for the particular Licensed Program(s) that is determined to be infringin;. HTE shall have no obligation with respect to any such claim based upon the Customer's modification of the Licensed Program(s) or their combination, operation or use with data or programs not furnished by HTE or in other than the specified operating environment. This section states HTE's entire obligation ` to the Customer regarding infringement. -10- Rev. 12'28/98; Mod. 12/29/98 XIII. COPYRIGHT PROTECTION The software and any written documentation associated therewith are protected under the copyright laws of the United States. HTE warrants and Customer acknowledges that HTE has the following exclusive rights with regard to the Licensed Program(s): a. To reproduce the Licensed Program(s) in any or all forms. b. To adapt, transform or rearrange the Licensed Program(s). C. To prepare other products derivative of the Licensed Program(s). d. To control the distribution of the Licensed Program(s). Customer agrees not to violate any of HTE's rights or to assist or aid others in doing so. Customer agrees to preserve all copyright and other notices in the Licensed Program(s) and written documentation. Specifically, unless otherwise provided for herein or in the incorporated documents, the Customer shall not: ' a. Knowingly or negligently permit third parties to use the Licensed Program(s) and related documentation, except in accordance with the terms and conditions of this Agreement. b. Publish or provide any results of benchmark tests run on the Licensed Program(s) to a third party without HTE's prior written consent; or C. Rent, lease, grant a security interest in, or otherwise transfer rights to the Licensed Program(s) or related documentation, except as specifically permitted herein. d. Claim any ownership rights in any �d erivative ' works created by the Customer which are • based on the Licensed Program(s). ?HIV. MISCELLANEOUS AGREEMENT PROVISIONS Year 2000 Readiness Disclosure. HTE warrants that the HTE Licensed Programs delivered under this Agreement are, or by December 31, 1999 shall be, able to accurately process data/time data (including, but not limited to, calculating, comparing, and sequencing) from, into, and between the twentieth and twenty -first centuries, and the years 1999 and 2000 and leap year calculations. Applicable Law. This Agreement shall be governed by the laws of the State of Colorado. Binding Agreement. The individual signing this Agreement and any Supplement(s) to this Agreement for the Customer warrants that they have been duly authorized to bind their respective principals to all ` rights, duties, remedies, obligations and responsibilities incurred by way of this Agreement and that the Agreement and any Supplement to the Agreement are a valid and binding obligation of the Customer. ` Assignment. This Agreement and the rights, title, and interest may not be assigned or transferred by either the Customer or HTE, except upon prior written consent of such other party (which consent shall not be unreasonably withheld); provided, however, that HTE hereby provides its consent to Customer -11- Rev. 12%28/98; Mod. 12/29/98 assigning and transferring this Agreement and its rights hereunder, or a portion thereof, to such third f party financing source with whom Customer agrees, on Customer's behalf, to provide payment to HTE of amounts owed or to be owed by Customer hereunder or otherwise relating to Customer's financing ` of the transactions contemplated hereby. Successors Bound. The terms and conditions of this Agreement shall extend and inure to the benefit and be binding on the respective successors and assigns of Customer and HTE. Force Majeure. HTE is not responsible for failure to have fiilfilled its obligations under this Agreement where such failure is due to war, insurrection, nuclear detonation, civil riot, or Acts of God. Severability. If any term or provision of this Agreement or the application thereof to any entity, person or circumstances shall, to any extent be held invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to entities, persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each remaining term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Notices. Any notice provided for herein shall be in writing and sent by Federal Express or other overnight delivery service or United States first class mail, postage prepaid, addressed to the party for which it is intended at the address set forth on the first page of this Agreement or to such other address as either party shall from time to time indicate in writing. Any such notice to be deemed to be effective upon receipt or five (5) days from the date of the mailing, whichever occurs first. Headings. Numbered topical headings, articles, paragraphs, subparagraphs or titles in this Agreement are inserted for the convenience of organization and reference and are not intended to affect the interpretation or construction of the terms thereof. Non - Hiring Statement. During the term of this Agreement and for a period of twenty -four (24) ?. months after the termination of this Agreement, the parties to this Agreement may not offer to hire or in any way employ or compensate any of the employees of the other party or persons who have been employed by the other party within the immediate past twenty -four (24) months without prior consent of the other party. Non - waiver. Waiver of any breach or default hereunder shall not constitute a continuing waiver or a waiver of any subsequent breach either of the same or of another provision of this Agreement. Entire Agreement. This Agreement, including the Request for Proposal, HTE's Proposal and any Supplement(s), Exhibits and /or Amendments to this Agreement, constitute the entire agreement between the parties, and there are no representations, conditions, warranties, or collateral agreements, expressed or implied, with respect to this Agreement other than as contained herein, and this Agreement shall supersede all previous communications, representations or agreements, either written or oral, between the parties to this Agreement. This Agreement may not be modified, omitted or changed in any way except by written agreement signed by persons authorized to sign agreements on behalf of the Customer -12- r r 4 Rev. 12/28198; Mod. 12/29/98 and of HTE. 0 Both parties acknowledge that they have read this Agreement and agree to be bound by the terms and conditions herein. CITY OF PUEBLO, a Municipal Corporation B y- President (� he City Council Attest:, A - —. k City - dbk Balance of Appropriation Exists and Funds Are Available: H.T.E., INC. By U v ��— Name: SUSAN D. FALOTK;O CHIE Title: 6, j � �� 6314,a Director of inance Approved as to form: " �1 Attorney T IBM and AS /400 are registered trademarks of International Business Machines Corporation. M -13- Rev. 12/24/98 SUPPLEMENT TO SOFTWARE LICENSE AND SERVICES AGREEMENT HARDWARE PURCHASE AGREEMENT This Hardware Purchase Agreement (this "Hardware Agreement ") is a Supplement to the Software License and Services Agreement ( "Master Agreement ") between H.T.E., Inc. ( "HTE ") and City of Pueblo, a Municipal 4 Corporation ( "Customer ") dated the 28th day of December, 1998. HARDWARE HTE shall sell to Customer and Customer shall buy from HTE the Hardware listed on the Schedule(s), under the terms and conditions contained herein. The parties understand and acknowledge that Customer may elect to enter into a lease or lease purchase agreement with a third party under which Customer will assign or transfer its interests under this Hardware Purchase Agreement, or a portion thereof, to the third party who will purchase the Hardware and lease the same to Customer. Consequently, Customer may freely assign or transfer its rights under this instrument to such third ` party lessor and the term "Customer" as used in the Hardware Purchase Agreement shall be taken to mean and include any such assignee or transferee. Customer may not cancel or modify any order for Hardware described on the Schedule(s) without the prior written consent of HTE. HTE represents and warrants that it is an authorized reseller of all Hardware being provided to Customer under this Hardware Agreement. 11. SYSTEMS SOFTWARE Customer shall receive a license to use the systems software (the "Systems Software ") that is provided by the Manufacturer of the Hardware to operate the Hardware and is more fully described on the attached Schedule(s), and title to the Systems Software shall remain with the Manufacturer. Customer agrees to protect the Systems Software, which is and shall remain proprietary to the Manufacturer, in accordance with the Manufacturer's instructions. III. INSTALLATION Customer shall contact HTE's Project Manager to schedule the upgrade and installation of the Hardware listed in the Schedule(s) and shall be responsible for all necessary site preparations prior to and during the installation of the Hardware in accordance with HTE and Manufacturer's instructions. Such site preparations may include, but are not ` limited to, provisions of electric power requirements, the installation of all required data and power cabling, and the provision of sufficient furniture and flooring for the Hardware. Customer shall bear any costs or penalties incurred by 11TE as a result of Customer's failure to provide adequate facilities for installation as per HTE and Manufacturer's instructions or as a result of Customer's unreasonable failure to accept delivery of the Hardware. However, in no event shall any delays in such site preparations by the Customer negate the payment terms as provided for in the Schedule(s) to this Hardware Agreement. In the event that the Customer makes any changes to the Hardware order (i.e. Hardware configuration, delivery date, Customer Facility location, etc.) which results in increased prices from the Manufacturer or the imposition of late order charges /penalties by the Manufacturer, Customer shall reimburse HTE for such changes /penalties or increase in cost at the time such char-es are incurred. 4 e Rew.12/24/98 Customer agrees to grant access to the Manufacturer and/or HTE as needed, to install mandatory engineering changes, order features, or model conversions to the Hardware. In conjunction with the installation of the Hardware, HTE will provide Customer with one (1) copy of each of the Manufacturer's hardware manuals which have been provided by Manufacturer. IV. DELIVERY Delivery dates are approximate and any delivery schedule provided is estimated only and presented in good faith by HTE. HTE will not assume any liability, consequential or otherwise, for any delay or failure to deliver all or any part of the Hardware. Risk of loss with respect to all Hardware shall remain with HTE or the manufacturer of the Hardware until delivery and unloading at Customer's premises. V. PRICING AND PAYMENT TERMS All pricing and terms associated with the Hardware are specified in the attached Schedule(s). Amounts payable to HTE as specified are payable in full without setoff or deduction. In addition to the Purchase Price and all other charges required to be paid by Customer, Customer shall pay sums equal to all taxes (including, without limitation, sales, use privilege, ad valorem or excise taxes) however designated, levied or based on amounts payable to HTE hereunder or on Customer's use or possession of the Hardware pursuant to this Hardware Agreement, but exclusive of United States federal, state, and local taxes based on the net income of HTE. Customer shall not deduct from payments to HTE any amounts paid or payable to third parties for taxes, however designated. Without limiting the foregoing, Customer shall promptly pay to HTE an amount equal to any such items actually paid, or required to be collected or paid, by HTE. VI. MAINTENANCE Maintenance is not provided under the terms of this Hardware Purchase Agreement. Unless otherwise provided for herein or in the Master Agreement, it shall be Customer's responsibility to keep and maintain the equipment in good operating order, and to provide for the maintenance of the Hardware. HTE has advised Customer that maintenance is available from the Manufacturer and other third parties and that securing proper maintenance is essential to the proper functioning of the Hardware and perhaps to the continuation of warranty coverage. HTE makes no claims as to the reputability of any third party maintenance vendors. VII. WARRANTIES ` HTE is not the manufacturer of the Hardware, and therefore makes no .warranties, express or implied, concerning the Hardware and Systems Software. Except as provided otherwise in the Request For Proposal and HTE's Proposal, no representation or other affirmation of fact, including but not limited to statements regarding capacity, suitability for use or performance of the Hardware or Systems Software shall be or be deemed to be a warranty or representation by HTE for any purpose, nor give rise to any liability or obligation of HTE whatsoever, and the provisions of any Manufacturer's ' agreement with HTE setting out the Manufacturer's warranty and service responsibilities to -ether with all limitations thereon and exclusions therefrom are incorporated into and made a part of the Hardware Agreement. Upon full payment of the Purchase Price, HTE shall provide for Customer to receive any and all Manufacturer's warranties in connection with the Hardware and Systems Software and all rights to make claim for breach of warranty which are or may be available with respect to the Hardware and Systems Software and all rights to make claim to the Hardware and Systems Software, to the extent allowed by the Manufacturer. Customer understands that the warranties provided under this Hardware Agreement may commence upon availability of the Hardware for delivery, shipment from the Manufacturer, date of installation or upon a specified period following shipment from the Manufacturer (depending upon the Rev'. 12/24/98 Manufacturer). EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN THE MASTER AGREEMENT (INCLUDING THE REQUEST FOR PROPOSAL AND HTE'S PROPOSAL), HTE MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE 'WITH RESPECT TO THE HARDWARE AND SYSTEMS SOFTWARE, AND EXPRESSLY DISCLAIMS THE SAME. SPECIFICALLY, AND EXCEPT AS OTHERWISE SO PROVIDED, HTE DOES NOT WARRANT THE DESIGN OR CONDITION OF THE HARDWARE, ITS MERCHANTAIILITY OR ITS FITNESS OR CAPACITY OR DURABILITY FOR ANY PARTICULAR PURPOSE, THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE HARDWARE OR CONFORMITY OF THE HARDWARE TO THE PROVISIONS AND SPECIFICATIONS OF ANY PURCHASE ORDER OR ORDERS RELATING THERETO. VIII. LIMITATIONS OF LIABILITY Except for HTE's obligations in the License Agreement to indemnify the Customer under software infringement actions and claims for personal injury or damages to real or tangible personal property proximately caused by 1 -ITE's negligence, HTE's liability for damages to the Customer for any cause whatsoever under this HardwareAgreement, regardless of the form of action, is limited to the greater of $ 1 00,000.00 or the charges (if recurring, 12 months' actual charges apply), for the product that is the subject of the claim. HTE shall not be liable for any damages caused by delay in shipment, installation, or furnishing of Hardware, Systems Software, or services under this Hardware Agreement and, in no event shall HTE be liable for any consequential damages, including lost profits, savings or reprocurement costs, even if HTE has been advised of their possibility. Any claims or matters related to any liability tinder this paragraph or any other provision of this Hardware Agreement shall be directed solely to the Manufacturer of the Hardware or Systems Software. IX. TITLE - SECURITY INTEREST The title and the risk of loss . shall pass to Customer on delivery and unloading of the Hardware at Customer's premises. HTE may, however, reserve a purchase money security interest in the Hardware, to secure any unpaid portion of the Purchase Price. A copy of this Hardware Agreement may be filed on behalf of HTE with appropriate state authorities at any time after signature by Customer as a financing statement in order to protect its security interest in the Hardware. ; .. t After delivery and unloading and until such time as the Purchase Price and all other charges specified herein are paid in full, Customer shall: a) Maintain the Hardware in good operating condition.. a) Keep the Hardware free from liens and encumbrances. a) Not permit use of the Hardware in any manner likely to be injurious to the Hardware. a) Not remove or permit removal from its original location or make or permit any alterations without the prior consent of HTE. a) Keep HTE advised of the location of the Hardware, and permit HTE to inspect the Hardware at all reasonable times. a) Procure and maintain fire, extended coverage, vandalism, and malicious mischief insurance to the full insurable value of the Hardware, with loss payable to HTE and Customer as their interest shall appear. In lieu of such insurance, Customer may self insure the Hardware, directly or through participation in a governmental risk r Rev. 12/24/98 sharing pool, in the same manner as for other equipment and personal property owned by Customer. X. LEGAL FEES AND WAIVER In the event of any legal action brought by either party for breach of this Hardware Agreement, the non - breaching party shall be entitled to reimbursement by the breaching party of all costs, expenses, and legal fees incurred in obtaining a remedy to the breach, including an appeal. Failure of either party to enforce the breach of any portion of this Hardware Agreement by the other party from time to time shall not constitute a waiver of such right in respect to the same or any other breach. XI. COMPLIANCE WITH LAWS Customer shall comply with and conform to all local, municipal, state and federal laws relating to the operation of the Hardware. XII. INCORPORATION BY REFERENCE This Hardware Agreement is the Hardware Purchase Agreement Supplement referred to in the License Agreement, and except as modified hereby, all terms, conditions, provisions and covenants contained in the License Agreement are incorporated by reference herein. CUSTOMER: CITY OF PUEBLO, a Municipal Corporation By: G� �✓ HTE: H.T.E., INC. Name: Title: President of the City Council W IN am ��� k a v 9 0 0 Balance of Appropriation Exists and Funds Are Available: n C Director of Anance C Approved as to form: -City Attorn By: U ` `SUSAN D. FALOTICO Name: Title: 4 SUPPLEMENT TO H.T.E., INC. SOFTWARE LICENSE AND SERVICES AGREEMENT BY AND BETWEEN HTE, INC. AND CITY OF PUEBLO, COLORADO SCHEDULE A- PRICING AND PAYMENT SCHEDULE CONTRACT NO. This Supplement is to the H.T.E., Inc. Software License and Services Agreement dated, between H.T.E., Inc. (HTE) and (Customer). Unless otherwise stated below, all terms and conditions as stated in the Agreement shall remain in effect. r . Designated Machine Use of the Licensed Program(s) provided in this Supplement on platforms other than specified below, without written permission from HTE, may be subject to an upgrade charge. AS /400 Model: CPU Number: v r r 4 License No. Days Training Support LICENSED PROGRAMS Fees of Training Fees Fees Conversion Fees Finance & Admin Applications Asset M anagement 11 $ 14,500.00 2 $ 2,000.00 $ 2,200.00 GMBA 61,000.00 16 16,000.00 9,150.00 $ 12,000.00 Extended Reporting Included 2 2,000.00 Included Purchasing/Inventory 33,500.00 8 8,000.00 5,050.00 Bid Module 7,500.00 3 3,000.00 1,150.00 Cash Receipts (for AS /400) 18,000.00 2 2,000.00 Included Accounts Receivable 21,500.00 7 7,000.00 3,250.00 Loans Module 12,000.00 2 2,000.00 1,800.00 Payroll /Personnel 36,000.00 13 13,000.00 6,500.00 10,000.00 Applicant Tracking 14,000.00 2 2,000.00 1,800.00 Land/Parcel M anagement 30,000.00 2 2,000.00 3,000.00 Menu Driver 5,000.00 Included Included HGE - Client - Concurrent Users (30) 10,500.00 4 4,000.00 3,750.00 Business Licenses / Sales Tax 15,500.00 4 4,000.00 2,350.00 Fleet Management 35,500.00 10 10,000.00 5,350.00 8,000.00 Automated Fuel System interface 7,500.00 1 1,000.00 900.00 Work Orders /Facility Management 44,500.00 6 6,000.00 6,700.00 Report Writer No of Sessions - Impromptu - Administrator (1) 795.00 2 3,000.00 150.00 Impromptu - End Users (5) 3,475.00 Included - 750.00 TOTALS $ 370,770.00 86 87,000 53,850 30,000 PLEASE NOTE THAT TAXES ARE NOT INCLUDED IN THIS SCHEDULE, AND, IF APPLICABLE, WILL BE ADDED TO THE AMOUNT IN THE PAYMENT INVOICE(S) BEING SENT S EPARATELY TO THE CUSTOMER. HTE Schedule A V er. 10/25/98 H PUEB Schedule A- Financials.doc 12/29/98 r r r s r AS /400 SYSTENIHARDWARE/SOFTWARE Hardware/ Support AND SERVICES Software Line Fees Services Financial System/Public Safety Redundancy ITEM Contract Execution Delivered Below* License Fees AS/400 System Hardware $ 95,308.80 AS/400 System Software 7,186.75 84,000.00 AS /400 Installation Services 6,000.00 AS /400 Training Services 6,000.00 AS /400 Support Line Services 5,000.00 PC Network Support Line Services 7,500.00 AS /400 SYSTEMHARDWARE/SOFTWARETOTALS $ 114,495.55 1 $ 12,500.00 PAYMENT SCHEDULE Due Upon Due As Due As Total Contract Incurred/ Noted ITEM Contract Execution Delivered Below* License Fees $ 370,770.00 $ 18,538.50 $ 352,231.50 ApplicationTraining Fees 84 days @ $1000 /day 84,000.00 84,000.00 Impromptu Training Fees 2 sessions @$1500 3,000.00 3,000.00 Support Fees 53,850.00 S 53,850.00 Project Management - Level 11 Financial & Administrative 81.3 days @ $1000 /day 81,300.00 81,300.00 Conversion GM SCR #9812039 96 hrs @S125/hour 12,000.00 6,000.00 6,000.00 PR SCR #9812040 80 hrs @S125/hour 10,000.00 5,000.00 5,000.00 FM SCR #9812041 64 hrs @$125 /hour 8,000.00 4,000.00 4,000.00 AS /400 Hardware /System Software 114,495.55 11,449.56 103,046.00 HTE Support Line Services 12,500.00 12,500.00 GRAND TOTALS 1 $ 749,915.55 1 $ 29,988.06 S 286,346.00 1 S 433,581.50 PLEASENOTETHAT TAXES ARENOT INCLUDED IN THIS SCHEDULE, AND, IFAPPLICABLE, WILL BE ADDED TO THEANIOUNT IN THEPAYNTENT 1NVOICE(S) BEING SENT SEPARATELYTO THECUSTOMER. *License Fees are due five percent (5 %) upon contract execution and ninety-five percent (95 %) upon installation of the Licensed Program(s). t *HTE Application Support Service HTE agrees that Customer shall be provided with one (1) year of support services in respect of the Licensed Program(s) r without charge for such support services. The initial term of HTE application support services shall commence one hundred twenty (120) days after delivery of the Licensed Program(s) and extend until January 1, 2001. Support fees for the initial term of support are due January 1, 2000 in the amounts indicated above. Subsequent terms of support will be for twelve (12) month periods, commencing at the end of the initial support period and support fees will be due at that time at the then prevailing rate. Rates for subsequent years of support service are subject to change *Conversion fees are due as noted in the Conversion paragraph below. *HTE AS /400 Support Line Services will begin ninety (90) days after installation of the AS /400 and shall be payable at that 4 • time. HTE Application Training • The number of training sessions and the number of days of training vary per applications. Listed above are the number of days for the Licensed Programs listed herein, and the discounted fee of One Thousand Dollars ($1,000) per day per application. (Examples: If one (1) HTE trainer schedules a training session for a single application on a specific day with the Customer and the training session is completed within 8 hours, the Customer will be charged the full day fee of $1,000. If one (1) HTE trainer schedules a training session for two (2) applications on a specific day and the training sessions are both completed within 8 hours, the Customer will be charged the full day fee of $1,000. If two (2) HTE trainers schedule training sessions for two (2) separate applications on a specific day and both training sessions are completed within 8 hours, the Customer Nvill be HTE Schedule A 2 PUEB Schedule A- Financials.doc Ver. 10/25/98 12:'29/98 charged for two ,(2) full days of fees. If two (2) HTE trainers schedule training sessions for a single application on a specific ~' day and the training session is completed within 8 hours, the Customer will be charged for the full day fee of $1,000.) Additional application training can be provided upon request at the standard billing rate in effect at that time, which at the time of this Supplement is One thousand Two Hundred Eighty Dollars ($1,280.00) per day. The fee quoted above does not include travel and living expenses. ** *Impromptu training consists of four (4) day - sessions, which days must be attended consecutively, and is currently priced at $1,500 per session per attendee. The training takes place at the HTE Lake Mary, FL, facility. Customer is responsible for all its attendees' costs of travel to and from Lake Mary. Attachments The following Exhibits are attached and made a part of this Agreement: Exhibit 1 HTE System Hardware /Software - Financial System/Public Safety Redundancy Exhibit 2 HTE Confidentiality/Non- Disclosure Agreement Travel and Living Expense Actual and reasonable travel and living expenses are in addition to the prices quoted for the HTE Licensed Programs and services and will be invoiced as incurred. HTE Project Management A description of Project Management is attached to this Supplement, if applicable, and will be invoiced as incurred, at the billing rate of One Thousand Dollars ($1,000) per day. A mutually agreeable work plan will be created by the HTE Project Manager and the Customer, and will be made a part of this Supplement. Additional days of Project Management, if requested by Customer, will be invoiced as incurred at the then current HTE daily rate.. (The rate in effect at the time of this Supplement is One Thousand Two Hundred Eighty Dollars ($1,280.00) per day). Modifications Modifications will be controlled by the HTE System Change Request ( "SCR ") form which will be prepared for the Customer by the HTE Product Manager responsible for that module. HTE will proceed on the SCR when the signed SCR is returned with the Customer's authorization along with 50% payment. The final 50% payment is due upon completion. Conversion Conversion, if provided for herein, or if requested by the Customer after contract execution, will be controlled by the HTE System Change Request ("SCR ") form which will be prepared for the Customer by the HTE Conversion Team Manager. HTE will proceed on the SCR when the signed SCR is returned with the Customer's authorization along with fifty percent (50 %) payment. The final fifty percent (50 %) payment is due upon completion. Data must be given to HTE in an IBM compatible format on a specified magnetic media and must match data field definition. Input data file clean up shall be the responsibility of the customer. Additional conversion, if necessary, will be invoiced at the prevailing rate per hour. It is understood that np two systems and file structures are exactly alike and there may be a need for some manual conversion efforts to take place along with the electronic conversion. SCR forms) for any conversion services included in this Agreement are attached for Customer signature and return to HTE. Cancellation Charges Customer acknowledges that HTE makes every effort to schedule training and project management sessions sufficiently in advance to make effective use of HTE's personnel and to obtain favorable prices for travel and living. Accordingly, the following cancellation charges apply to training or on -site project management sessions canceled at the request of Customer: cancellation within seven (7) days of start date, Customer pays fifty percent (50 %) of the total price for the training or on -site project management; cancellation within three (3) days of start date, Customer is responsible for entire price of the training or on -site project management. In addition to the foregoing, Customer shall be obligated to reimburse HTE for any non- refundable expenses incurred by HTE for travel expenses. Notwithstanding the above, HTE will endeavor to reschedule HTE personnel in order to mitigate Customer's costs and expenses under this paragraph. To the extent HTE is successful in such rescheduling, Customer's payment obligations shall be reduced. Notwithstanding the above, no cancellation charges ivill be dice if such cancellation is due to any act of God or other act or circumstances beyond the control of Customer. Third Party Software and Hardware ' Unless otherwise stated, Customer shall enter into separate license and/or maintenance agreements with each individual third party hardware or third party software supplier for the equipment or software as may be provided herein. Warranty and maintenance offerings by HTE for its Licensed Program(s) do not apply to any third party hardware or third party sofrivare supplied under this Supplement. HTE does not make any warranties for any non -HTE products unless otherwise provided herein. HTE Schedule A 3 PUEB Schedule A- Financials.doc Ver. 10/25/98 12/29/98 4 Non- Hiring Statement During the term of this Agreement and for a period of twenty-four (24) months after the termination of this Agreement, the Customer may not offer to hire or in any way employ or compensate any of the employees of HTE or persons who have been employed by HTE within the immediate past twenty-four (24) months without prior consent of HTE. HTE Schedule A Ver. 10/25/98 4 PUEB Schedule A- Financials.doc 12/29/98 Project Management Level Descriptions Level of project Ianagement HTE Services Client Responsibilities i_e�el li ♦ Sche. ule traittim�+ c;;iU of 11 i F. • Provide a dedicated Project Manager Application Specialists. that monitors and tracts internal client deliverables and tasks and serves as ♦ Create a detailed work plan which the primary contact for HTE issues. includes training visits, deliverable schedules and project milestones. ♦ Develop test plans and monitor testing. ♦ Create the Project Scope Statement ♦ Participate in scheduled conference that defines deliverables and calls. milestones. ♦ Coordinate and schedule internal ♦ Project Manager will conduct resources for training and client scheduled conference calls or on -site provided deliverables. status meetings with Client Project Manager and or Project Team. ♦ Provide a single point of contact at HTE. ♦ Maintain Work Plan and track budget. ♦ Maintain Issue Log ♦ Provide monthly status reports. W r r r . w . r HTE Schedule A Ver. 10/25/98 5 PUEB Schedule A- Financials.doc 12/29/98 • t other than the I I rr' Support Pees, the Maintenance Pees shown are for informational purposes only. Maintenance fees are payable directly to the Mnnufncturcr or other pnrty providing the maintenance services. Please do not include these maintenance fees in any purchase ' orders or payments sent to IITE. •Note: System configurntions and sizing arc based on information contained in the RPP. I ITT:' reserves the right to inn':- changes to the final configuration based on further discussion and/or an on -site analysis. Prices stated are valid for 90 days from the Proposal submission date, if applicable, the prices for IBM products and services are subject to change and a.c submitted for your information only. The terms and policies of the IDM Corporation govern any portion of this proposal re!ating to IBM products and services. �!orado.xls II.T.E., Inc. CONFIDENTIAL HTE System Hardware / Software EXHIBIT 1 T ° Investment Summary City of Pueblo, Colorado ° Financial System 4 12/7/98 Description Extended Discount Net Maintenance .. Cost Cost Annua . « AS /400 System Hardware $112,128.00 $16,819.20 $95,308.80 $6,945.00 AS /400 System Soft<'✓are $8,389.00 $1,202.25 $7,186.75 $469.00 ' AS /400 Installation $6,000.00 $6,000.00 N/A AS /400 Training $6,000.00 $6,000.00 NIA . HTE AS /400 Support Line Services $5,000.00 MITI✓ Nctwork Support Line Services $7,500. ^0 ' Systcr.l 'I'ot:►1 S1 "2. 1' .fIO S 18 1521.A.; Optional Consideration Workstation w/Installation (each) $2,402.00 $42035 $1,981.65 $303.00 • t other than the I I rr' Support Pees, the Maintenance Pees shown are for informational purposes only. Maintenance fees are payable directly to the Mnnufncturcr or other pnrty providing the maintenance services. Please do not include these maintenance fees in any purchase ' orders or payments sent to IITE. •Note: System configurntions and sizing arc based on information contained in the RPP. I ITT:' reserves the right to inn':- changes to the final configuration based on further discussion and/or an on -site analysis. Prices stated are valid for 90 days from the Proposal submission date, if applicable, the prices for IBM products and services are subject to change and a.c submitted for your information only. The terms and policies of the IDM Corporation govern any portion of this proposal re!ating to IBM products and services. �!orado.xls II.T.E., Inc. CONFIDENTIAL r R t r Date I2 7/98 City of Pueblo, Colorado Financials/Public Safety Redundancy HTE AS /400 Memory Sizing Assumptions IBM AS /400 Sizing Assumptions Used: 9406- S20 Memory estimates only consider the applications as noted in the Sizing Estimate. High volume word processing Brill be done on personal computers. Average response time should average under t seconds. Memory Estimate: AS /400 base memory for Model S20 P,2161 Total number of Concurrent Users Additional Memory for Client Server Number of LAN's Communication lines Number of batch jobs Number of spool , iters Total number of jobs Memory Total Total 111emory Recommended 458.13 MB 512 MB Note: iWomory recommendation is based on the City's future plans to add users and additional applications. Pueblo Colorado.xls H.T.E.,1nc. CONFIDENTIAL Time 5:03 ptA SIZING- Current 256.00 MB ( 15.00 X 3.5 MB) 52.50 MB ( 128 14B) 128.00 MB ( 1.00 X 250 KB) 0.25 MB ( 3.00 X 125 KB) 0.38 MB ( 5.00 X 800 KB) 4.00 MB ( Max 1 MB) 1.00 MB ( 800.00 X 20 KB) 16.00 MB SIZING- Current Date 1 29/98 City of Pueblo, Colorado Financials/Public Safety Redundancy HTE AS /400 Disk Sizing Assumptions Disk requirements for HTE applications are base on the sizing information provided by the City of Pueblo, Colorado. Disk utilization is not to exceed 70% excluding 5% workspace. Online data history of five years was used as HTE's recommended standard. HTE Disk Storage Estimate: Programs HTE System Software Code Enforcement (4,000 Cases /yr) Cash Receipts (65,000 Cash Receipts/ yr ) Case Management (30,000 Cases /yr) Asset Management (10,000 assets) Fleet Management (1,000 Vehicles) Government Mgmt & Budgetary Accounting (80 funds) Land Management (37,000 parcels) Accounts Receivable (6,000 Invoices / yr ) Business (Occupational) Licenses (7,200 licenses/yr) Purchasing/Inventory (17,000 POs / yr ) Payroll/Personnel (1,200 employees* 12 pay periods) Work Orders/Facilities Mgmt (1,000 work orders/yr) CAD III Redundancy (97,791 Calls for Senice) AS /400 System Software Total Disk Required `York Space and Utilization: Application Programs Total Data History Requirement Total Applications, Data,and History Required Work Space DASD Utilization Total Disk Required Additional DASD for RAID-5 protection Total Disk Calculated Total Disk Recommended Pueblo Colorado.xls 50 MB 41 MB 36 MB 287 MB 23 MB 119 MB 290 MB 200 NB 105 MB 50 MB 161 MB 204 MB 351 MB 30 ItiID 2500 MB 4,447 MB H.T.E., Inc. COIIFIDENTIAL Time 5:03 PpA Data History and n Y'rs 17 MB 3477 MB 15 1024 MB 1 2625 MB 7 720 MB 2 428 MB 5 2688 MB 3 2510 IviB 3 132 MB 3 2305 MB 3 4991 MB 5 1875 MB 5 510 MB 7 1479 MB 5 1000 TvB 25,781 MB 4,447 MB 25,781 MB 30,228 MB 1,511 MB 43,183 NIB 45 GB 8 GB 53 GB 5.1.47 GB SIZING - Current d.. co V) 0 O O_ p O O 'O O O E E E E E E N N O v O O O O O ` C' u o 0 0 0 o Z >o: • a O r a O O o M 013 -� .In • O +u O C M 69 N 69 CA :•69: O N O V1 V) V) E'Cj O V'' Z O CFi - t� '�:Ln;: .. U 69 c,9 .: O M N o'J C\ 7. �+ c0 a o c ^ N � N ..: . 'V r' v L. O l.. O O � O O O O O O O O O O N G '� N V) t"` C, Cq CD . n L .. U ° ] 3 0 0 0 0 0 O E c`a a o o 0 0 0 0 N V u N t M N _ _ cc 69 f� N CFi N 69 69 69 69 _ C f9 LL .�. Cy ^ .. r U � U U V U y C O • O U V) •� '� cli C U U C. •.a NO N N to G �_ x Cl L O � C, C U r •G r u v OL . 0 U •� > > r C FcA rG E ..' u GO E U N o o C sr > �, ,L E u - r U o L \0 CO u V: O o c p C N to -0 u V) Cr In C C :) M o E U o Q Flt u . L G O a 00 •`. O ci is c� O v, C] W O M O E U co iN r- to � Cl) C\ ti A r a Ch . LO L p O 0 E ❑ O C, C/) r r r r r CZ O O O O O p O p M M Cl) M M M M U r C , • J O O V7 O kn Vl O O ':M: '�0. V'1 M N O O O M M 1 -3 N O N N "Co. o` U 69 69 69 69 O O Vl O lrl Ln O U 4 O O N N N O (.) C 1 -0 O Ln 00 I� CN 07 O 69 ?N < :i0 : r 'C O v'1 CA 6S :itV i CSS N O O O O O O C:) O O O O O O O O O V) O V) V) 1 C4 M-- O w 'y M 69 N + N c 6 9 N N 69 ^ M 6a 60 b9 69 b4 b5 � C;' 3 " co o s h E p C C CO w -, �D z z z zzz z z z z O N O aD C r QJ ET O N C O p U y En M ` O � >. ° o o H U o�; �= E C C o is op E 'd E o c p v U_ G _ L _ o .0 . N CA — < O r_ O U .� .. v td > (7 E...1 ' tz > G i y N t o H 'O O . L .. O ' • G ,v U C-'- U o <> M �' < y ' cn G 1 1 1 x Q c C, C` I'D % Q r �' < E E . 1 M 1 C\ +n C C� .n NJ' L \-d V b V' 1 C. 1 N C' ' r r- 1 1 C1 1 C� 1 h U :.. G.1 .. �" R7 M n id t- I- F. I- l- r- t� V) Vl vl V) %0 � V) Vl �D V) h H V) V) vi V) N V1 V'1 fn (n C C • v G C C L L c c G C . L C 4 - 1.. ` O • N N G 0 O 0.1 Cp X C, U O � CA � •d O � c y U O r D ' U <• U N .. C U j j C � 1 �+ U j � U > � w O i U CS •� CJ ) L ) o 0 > N • i r � U � CD CA O C C .+ • C • C. c- U U c c Cl) O L7 , CJ r . U O C" L CO U R' o: C r C-� cn CIZ O N U ti) N � V •V Lo c) C. C G C f7 =3 O o N U cn O Q C) cz CD L > C CO ftT CD U tU U O • C. tD O ' � •)^C,,, tom'. to � N C ♦ V U vUi O cC' � O _ r c C 0. � C C w U > U .e U (n U N •� o C � L O r tz r •[� C ' O rU CIO C C • v G C C L L c c G C . L C 4 - 1.. ` O • N N G 0 O 0.1 Cp X C, U O � CA � •d O � c y U O r D ' U <• U N .. C U j j C � 1 �+ U j � U > � w O i U CS •� CJ ) L ) o 0 > N • i r � U � CD CA O C C .+ • C • C. c- U U c c w r Date 1216198 ,�ystetn Workstation r •,•; +'. ;t :- (1tv. ;.;; '•l, iSi t?, :;.��, }:xtcril''.�;,a�ztiicld, ,,.U�s�r; jr `r'l' :�tis:rra,t� :;. - :'.:•: -', :' - ;,.•} rice.,.. :��. r.at� S .. }.e�ii.�„• Compaq Deskpro EP SBS P2 300M`UX MHz 32Mb; 1 51,800.00 51,800.00 5223.00 12 months 4.3Gb HDD; Floppy; Keyboard; Mouse; Windows 95; 24xCD -ROM M t;navo>. Magnascan 17" Color Mo11itor 1 5449.00 .5449.00 $80.00 2.4 months or Magnavox Energy 21" Color Monitor' 0 $1,199.00 $0.00 50.00 24 months Netelligent 10 /100 ENETTX PCI UTP Controller 1 5103.00 $103.00 N/A 12 months or Netelligent 4/16 TR PCI UTP /STP Controller 0 $285.00 $0.00 N/A 12 months Surge Protector - Spike Bar, 8 Outlets 8' Cord I 550.00 $50.00 N/A 30 days , _ - +:.r •. __ '•r � - 'i:. .�, __ ri ' u.a� ' 7 �•: ^l __ _..y;. -;;.- � 7 _�- :`s6 •.' - - � _ :', �: ��. .: . .' «'t.. •ks: :•1'E';'t..nc. 7'i,.hl. ':��. , .,�. ,:�; ,�'• -,��� .;' =51.9, 1G5 _ . �. ... �..._..... ti�_. ..._....... _....._..._.�..�.. r�.�1. _�.__... ......_, ...r _ � .r_. •. r... y a_e, r�:S�.a ... _r. __....... ..u...r�ar .. _...._r _..... v. 71.1� \.u'.:SL�I.�: Wor }statlor.'I: ...:i:. ,,.. ti'.. HTE, Inc. System Workstation Pricing for The City of Pueblo, Colorado Financial System/Public Safety Redundancy Time 5:03 PM 1 The recommended minimum configuration for PC workstations is a Pentium 133Mhz with 32%1'Ib of memory, 200Mb of available disk space for IBINI and HTE software installation and Window•05/'N'T. 2 Warranty on the workstations is 3 years, 1 year on -site and 2 years depot. Extended Warranty charges for the workstations are based on additional warranty charge to uplift service to on -site for years 2 and 3. Warrant fir the Magnovox monitors is Depot only. 3 hfappino/Dispatch positions for Public Safety applications may want to consider the larger monitors. ' The third -party hardware and pricing referenced in this proposal are guaranteed for 30 days only. Availability and pricing are subject to change at the discretion of the manufacturer; therefore, this proposal may require updating part numbers and pricing. s Installation and /or training prices do not include travel and living expenses. Actual travel and living expenses for installation and/or training trips will be re- billed to the customer. Pueblo Colorado.xls H.T.E., Inc. CONFIDENTIAL 300rAHZ WS / �. e / { ` F- . / �. R . / � < . 0 .. \ . . \ 2 / .. \ . .. f f a / . < § CZ \ ( / � / p \ .. / \ \ , cm / > e ƒ E �. r } tn .. m CIO _ / 2 / r ® e 2 �.- \ j m c \ cz / H f .3 - / ƒ / �. \ � C!: ` — 3 8 0 CZ § / $ / & b \ / o /.� ` r / / U > / ƒ f / ƒ 5 �[ 2 / r \ '\ / % %/\ c H ƒ% y S 5 °( // E ®° G ƒ 7 c o / u / F R t a M O E N u O N N U � U • N 'O N O U Ll N O c� C ¢' ¢' c 0 • N Cn N E--• cz O N R• y y � U U y C S u ` U N U w > V > c 3 O U N O L U N cz � � N N •�, y N CO u y. O rS v cv u c•J y N F. CJ G wl • L G r O r U > > w . 'v O ,. .N � � G C. •� o G 0. '� CIO C U \ N �. tom. C01. N G l u n N a CJ N L C U �O O G. O •U Cl. ^ U U O r .- — GD U • Q+ C.1 C cz w C;. [,,.J N GD Z Ln W 3 o F- G r_ G c3 '6 p E' V cz cz C•. c� r to cz o a � •> to o F N ai G � r j O ° ° 'U r � r C cz N ° •� O U U V C: >> CJ '� N Ci V • N .� t E .. U U G C • N a G X T/1 `/1 C_ Q . C. " U 'fl O N r.•� .71 G. .U-. N .U-• N G r_ r_ U C • G Ln O Q L Ln �. '7 U e•., G c- t— cGJ . r cJ G. " < •=y cJ a o G r r y p _ r q C F, E �' E �' E c G E y . o G N f' "� :' . a� a ci .� a 0 u r y F"' F = = a v� Q v •C co �. y r EXHIBIT 2 CONFIDENTIALITY/NON- DISCLOSURE AGREEMENT PERMITTING ACCESS TO SYSTEM DOCUMENTATION AND SOURCE CODE THIS CONFIDENTIALITY/NON- DISCLOSURE AGREEMENT PERMITTING ACCESS TO SYSTEM DOCUMENTATION AND SOURCE CODE (hereinafter referred to as the "Agreement ") is made and entered into as of the last day and year written below by and among H.T.E., Inc. (hereinafter referred to as "HTE "), ( "Customer ") and ( "Consultant "). WITNESSETH: WHEREAS, HTE owns certain confidential and proprietary computer programs, documentation and related information ( " Licensed Programs ") which is more particularly described in that certain H.T.E., Inc. Software License and Services Agreement between H.T.E., Inc. and Customer (the "License Agreement "); and WHEREAS, the License Agreement between HTE and Customer requires Customer to keep the Licensed Programs confidential and to prevent exposure to any unauthorized person; and 4 WHEREAS, Customer desires to provide the Licensed Programs to Consultant to permit Consultant to provides services to Customer; and WHEREAS, HTE is agreeable to permitting Consultant access to the Licensed Programs as has been requested by Customer only on the condition that Consultant agrees to safeguard the Licensed Programs and any other information belonging to HTE which is provided by Customer to Consultant: NOW THEREFORE, intending to be legally bound, the parties hereto agree as follows: 1. Grant of Access to Licensed Programs HTE hereby agrees to permit Customer to allow Consultant (and those employees of Consultant having a need to know) access to the Licensed Programs for the sole purpose of allowing Consultant to provide services to Customer. The Licensed Programs and other information which may be provided to Consultant by Customer or to which Customer may gain access in connection with the Licensed Programs contain information which is proprietary to HTE and shall be protected by Consultant as hereinafter provided. 2. Non - Disclosure Consultant acknowledges that the Licensed Programs are proprietary to HTE and are confidential and constitute a valuable asset of HTE, and Consultant agrees to safeguard and to prevent unauthorized use by copying or disclosure to any other person or entity. Consultant shall promptly advise HTE and Customer in writing if Consultant learns of any r unauthorized use, copying, or disclosure of the Licensed Programs by anyone, whether an employee, former employee or agent of Consultant, or others, and shall immediately take all F Tl— Pany Conf dentiality Agreement Revised July 22. 1998 r r reasonable steps within Consultant's power to stop any unauthorized use or disclosure of the Licensed Programs. 3. Termination Consultant, upon completion of the engagement for which Customer requests HTE's permission hereunder, or upon Consultant's earlier termination, or upon demand of Customer or HTE, shall return to Customer all copies of the Licensed Programs in Consultant's possession or control. 4. Injunctive Relief Consultant and Customer acknowledge that the use or disclosure of the Licensed Programs in a manner inconsistent with this Agreement will cause HTE irreparable damage and that HTE shall have the right to equitable and injunctive relief against Consultant to prevent any unauthorized use, copying or disclosure, and to such damages from Consultant as are occasioned by any such unauthorized use or disclosure, including but not limited to reasonable attorneys' fees and costs incurred before trial, at trial or upon any appellate level in enforcing HTE's rights hereunder. Consultant acknowledges and agrees that any breach of the terms of this Agreement by any of its employees shall constitute a breach of this Agreement by Consultant and Consultant shall be strictly liable for the actions of its employees with regard to their access to or use of the Licensed Programs. 5. Governing Law This agreement shall be governed by, interpreted in accordance with, and enforced under the laws of the State of Florida. 6. Survival. The obligations and duties set forth herein or contemplated hereby shall survive termination of this Agreement and Consultant's engagement with Customer. 7. Notices Any notice, request, demand, or other communication required or permitted hereunder will be given in writing. communication charges prepaid, to the party to be notified with a copy to all other parties. All communications will be deemed given when received. The addresses for the parties for the purposes of such communication are: ` If to Customer: C�� 61 o r, ' CA Man a C HL 4a I u �1 If to Consultant: ' If to Owner: H.T.E. Inc 1000 Business Center Drive Lake Mary, FL 32746 • A party may change its address only upon written notice to the other party in which case this Agreement will be deemed to have been so modified. Three P. y Confidentiality AI¢-1 Revised July 22. 1998 r 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in manner and form sufficient to bind them on the date indicated below their respective signatures. Customer: Authorized Signature Consultant: Authorized Signature Type or Print Name and Title Date HTE, Inc. Authorized Signature Type or Print Name and Title Date r r Type or Print Name and Title Date Tlutt Party ConGdmdality A1¢te M Rcvis d July 22. 1999 ASSIGNMENT FOR VALUE RECEIVED, the City of Pueblo, Colorado (the "City "), hereby sells, assigns and transfers unto Community First Financial, Inc., all of the right, title and interest of the City in and to the Software License and Services Agreement (the "Agreement ") entered into on the 28`' day of December, 1998, by and between H.T.E., Inc., a Florida corporation and the City, including but not limited to all of the City's right, title and interest in and to the Licensed Programs, the Hardware, the software application modules and software programs, all as described in the Agreement. IN WITNESS WHEREOF, the due execution hereof as of the 17th day of June 1999. CITY OF P EBLO, COLO DO e_ 1 By President of the City Council (SEAL) ATTEST: By: City Clerk MASTER LEASE - PURCHASE AGREEMENT NO. 1999 -1 BETWEEN COMMUNITY FIRST FINANCIAL, INC., AS LESSOR AND CITY OF PUEBLO, COLORADO, AS LESSEE CITY GENERAL AND NO LITIGATION CERTIFICATE The undersigned officers of the City of Pueblo, Colorado (the "City ") being the persons duly charged, with others, with responsibility in connection with the execution and delivery by the City of the Master Lease - Purchase Agreement No. 1999 -1 dated June 17, 1999 (the "Lease "), between Community First Financial, Inc., as lessor (the "Lessor "), and the City, as lessee, HEREBY CERTIFY that: 1. The City is a municipal corporation of the State of Colorado (the "State "), duly organized and existing under and by virtue of a home rule city charter (the "Charter ") adopted pursuant to Article XX of the Constitution of the State. 2. The following individuals, on the date hereof, are, and at all times subsequent to January 12, 1999 have been, duly elected, qualified and serving incumbents of the offices set forth opposite their names: President of the City Council: Corinne Koehler City Clerk: Gina L. Dutcher City Attorney: Thomas E. Jagger, Esq. Finance Director: Billy G. Martin 3. Closing of the Lease shall be made in Pueblo, Colorado, on June 17, 1999, or such other date as the Lessor and the City shall mutually agree upon, at 9:00 A.M., Colorado time, or such other time as the Lessor and the City shall mutually agree upon (the "Closing Time "). 4. The City has duly performed all of its obligations to be performed at or prior to the Closing Time and each of the representations and warranties of the City contained in the Lease is true and correct as of the Closing Time. 5. The City has authorized, by all necessary action, the execution and delivery or receipt and due performance of the Lease, the related Assignment dated June 17, 1999, from the City to the Lessor (the "Assignment ") and the Escrow Agreement dated June 17, 1999 (the "Escrow Agreement ") among Lessor, the City and Community First National Bank, Pueblo, Colorado (the "Escrow Agent "), by the adoption of a resolution of the City Council of the City dated June 14, 1999 (the "Authorizing Resolution "), and such other agreements and documents as may be required to be executed and delivered or received by the City in order to carry out, give effect to and consummate the transactions contemplated by the Authorizing Resolution. 6. On or before the date hereof, the President of the City Council and the City Clerk did execute counterparts of the Lease, the Assignment and the Escrow Agreement. 7. None of the proceedings or authority for the execution and delivery of the Lease, the Assignment, the Escrow Agreement or the Authorizing Resolution have been modified, amended or repealed. 8. No litigation is now pending, or to our knowledge threatened, seeking to restrain or to enjoin the execution or delivery by the City of the Lease, the Assignment or the Escrow Agreement, or in any way affecting the Rental Payments (as defined in the Lease) or any authority for or the validity of the Lease, the Assignment, the Escrow Agreement, the Authorizing Resolution or the existence or powers of the City. 9. The City is not on this date in violation of any of the covenants set forth in the Lease or the Escrow Agreement. 10. The execution, adoption and delivery of the Lease, the Assignment, the Escrow Agreement and the Authorizing Resolution and the other certificates contemplated therein and compliance by the City with the provisions thereof will not conflict with or constitute on the part of the City a breach of or a default under the Constitution or laws of the State, the Charter, any existing law, court or administrative regulation, deed or order or any agreement, ordinance, resolution, indenture, mortgage, lease or other instrument to which the City is subject or by which it is bound. 11. The individual named below was authorized in the Authorizing Resolution to execute the Receipt Certificates in form as attached to the Lease and the Payment Request Forms in form as attached to the Escrow Agreement, and his signature set forth opposite his name is his genuine signature: 2 Name Office Signature Billy G. Martin Finance Director IN WITNESS WHEREOF, we have hereunto subscribed our names and affixed the official seal of the City of Pueblo, Colorado, as of the 17th day of June 1999. (SEAL) CITY OF PUEB COLORADO By: �• 0 1�- f / ,,— . President of the City Council ATTEST: By: City Clerk 3 MASTER LEASE - PURCHASE AGREEMENT NO. 1999 -1 BETWEEN COMMUNITY FIRST FINANCIAL, INC., AS LESSOR AND CITY OF PUEBLO, COLORADO, AS LESSEE CERTIFICATE AS TO USE OF PROCEEDS We, the undersigned officers of the City of Pueblo, Colorado (the "City ") being the persons duly charged, with others, with responsibility for the execution and delivery by the City of the Master Lease - Purchase Agreement No. 1999 -1 dated June 17, 1999 (the "Lease "), between Community First Financial, Inc., as lessor (the "Lessor "), and the City, HEREBY CERTIFY that: 1. The Lease was executed and delivered by the City under and pursuant to Colorado law and the City's home rule charter to finance the acquisition of certain Equipment described therein. 2. Pursuant to the Lease and for the purpose of assuring the City of the availability of moneys needed to pay the cost of the Equipment when due, the City, the Lessor and Community First National Bank, Pueblo, Colorado (the "Escrow Agent ") have executed an Escrow Agreement dated June 17, 1999 (the "Escrow Agreement "). 3. The Escrow Agreement provides that Lessor is required to deposit or cause to be deposited with Escrow Agent the sum of $640,000 less $10,000 constituting the Lease Origination Fee retained by Lessor which funds, together with the interest earnings thereon, will be credited to the Equipment Acquisition Fund created by the Escrow Agreement and held, invested and disbursed with respect to the Equipment as provided therein. 4. Prior to the date of execution and delivery of the Lease and after April 15, 1999, the City incurred and paid $15,919.42 of initial costs related to the Equipment, for which costs the City expects to be reimbursed under the terms of the Escrow Agreement. The City will not seek reimbursement under the Escrow Agreement for any costs related to the Equipment which were incurred and paid prior to April 17, 1999. 5. The Equipment will be acquired and installed, with due diligence, and, based upon the provisions of the Lease, the Equipment is expected to be fully acquired and installed on or before December 15, 1999. 6. All of the spendable proceeds of the Lease will be expended on the Equipment and related expenses within six months from the date of the Lease. The original proceeds of the Lease, and the interest to be earned thereon, do not exceed the amount necessary for the purpose for which the Lease is executed and delivered. 7. Pursuant to the Lease, City is entitled to the use and lease of the Equipment in consideration for the obligation of City to make Rental Payments under the Lease. The Equipment will be used in furtherance of the public purposes of City. The City does not intend to sell the Equipment or its interest in the Lease or to otherwise dispose of the Equipment during the term of the Lease. The City is not the owner of the Equipment during the term of the Lease. 8. The City expects to make payments under the Lease from its general funds on the basis of annual appropriations in amounts equal to the Rental Payments under the Lease. No other monies are pledged to the Lease or reasonably expected to be used to pay Rental Payments under the Lease. No sinking fund, reserve fund or similar fund is expected to be created by the City with respect to the Lease and the Rental Payments. 9. The City hereby covenants that it will perform all acts within its power which are or may be necessary to insure that the Interest Portion of the Rental Payments due under the Lease will at all times be excludable from gross income for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code ") and the regulations promulgated thereunder. In connection with this covenant, the City will comply with all arbitrage rebate provisions of the Code in the event that the transaction represented by the Lease becomes subject to such provisions. 10. The Lease is hereby designated as a "qualified tax- exempt obligation" as such term is defined in Section 265(b)(3) of the Code. 11. The City, including all entities or governmental units which are subordinate thereto, does not reasonably anticipate to issue in the aggregate more than $10,000,000 of "qualified tax- exempt obligations" during the calendar year ending December 31, 1999. To the best of our knowledge, information and belief the expectations herein expressed are reasonable and there are no facts, estimates or circumstances other than those expressed herein that would materially affect the expectations herein expressed. 2 IN WITNESS WHEREOF, we have hereunto set our hands and the seal of the City, as of the 17th day of June, 1999. (SEAL) CITY OF PUIEHMO, COLORA O By. l' L President of the City Council By: 6j J, Finance Director ATTEST: i City Clerk 3 Form 8038 -G (Rev. May 1995) 4 Department of the Treasury Internal Revenue Service Re ortin 1 Issuer's name City of Pueblo If Amended Return Colorado 2 Issuer's employer identification number 84- 6000616 3 Number and street (or P.O. box if mail is not delivered to street address) One City Hall Place Room/suite 4 Report number G19 99 -2 5 City, town or post office, state and ZIP code Pueblo, CO 81002 6 Date of issue 6 -17 -99 7 Name of issue Master Lease - Purchase Agreement No. 1999 -1 between Community First Financial, Inc., as Lessor and the City of Pueblo, Colorado, as Lessee 8 CUSIP number N/A Type of Issue (check applicable box(es) and enter the issue price) 9 ❑ Education (attach schedule -see instructions) .. . . . . . . .... . . .... . . . ..... . . . . . .. 10 ❑ Health and hospital (attach schedule -see instructions) .. . . . ... . .. . . ............... 11 ❑ Transportation ..................... ............................... • • - 12 [] Public safety ..... ................................................... 13 ❑ Environment (including sewage bonds) .. . . . . . . . . . . . . .. . . . ... . . . . . .... . .... . .. 14 ❑ Housing ........................................................... 15 ❑ Utilities .. .. ............ ............................... 16 0 Other. Describe (see instructions) ► Computer Syste - Finan Applications 17 If obligations are tax or other revenue anticipation bonds, check box ► ❑ 18 I o a in t fo of a lease or installment sale, check box ► ❑x 9 $ N/A 10 N/A 11 N A 12 N/A 13 N/A 1 N/A 15 N/A 16 640,000 Description of Obligations (a) (b) (c) (d) (e) (f) (g) Maturity date Interest rate Issue price Stated redemption Weighted Yield Net interest price a maturity average maturity cost 20 - :�'`ri; 5 - -- ... I _ 5 C^0 . _ N/A 125 y .c \. A FMM Uses of Proceeds of Bond Issue includ ng underwriter's discount 21 Proceeds used for accrued interest ............ ............................... 21 N/A 22 Issue price of entire issue (enter amount from line 20, column (c)) _ ............ . ........ 22 640,000 23 Proceeds used for bond issuance costs (including underwriter's discount) 23 N/A "a " 24 Proceeds used for credit enhancement 24 N/A ' 25 Proceeds allocated to reasonably required reserve or replacement fund 25 N/A 26 Proceeds used to currently refund prior issues 26 N/A ' 27 Proceeds used to advance refund prior issues 27 N /A ,,; 28 Total (add lines 23 through 27) .................. . .................... . . . 28 N /A 29 Nonrefundin proceeds of the issue (subtract line 28 from line 22 and enter amount here) ........ 29 N/A Description of Refunded Bonds (Complete this part only for refunding bonds.) 30 Enter the remaining weighted average maturity of the bonds to be currently refunded .... ... ► N/A years 31 Enter the remaining weighted average maturity of the bonds to be advance refunded ... _ ..... ► N/A years 32 Enter the last date on which the refunded bonds will be called ........................ ► N/A 33 Enter the dates the refunded bonds were issued ► N/A ET Mt Miscellaneous 34 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) ........ 34 N/A 35 Enter the amount of the bonds designated by the issuer under section 265(b)(3)(121)(i)(III) (small issuer exception) 35 N/A 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) 36 N/A b Enter the final maturity date of the guaranteed investment contract _ „ .,, .n , ;, _ K „s „.;„.r ° ° ,,xf' £ 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a I N/A b If this issue is a loan made from the proceeds of another tax - exempt issue, check box ► ❑ and enter the name of the issuer ► and the date of the issue ► 38 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . _ ..... ,► ❑ 39 If the issuer has iden I a hedge, chec box ............................ ❑ Under pe altie of perjury, I dec r hat h ve examined this return and accompanying schedules and statements, and to the best of my knowledge J � Please and b they are true, come , nd c ete. Corinne Koehler Sign 1 �--' 6 -17 -99 President of the City Council H/ Here Signature of issuer's authorized representative Date Type or print name and title For Paperwork Reduction Act Notice, see page 1 of the Instructions. cat. No. 637735 Form 8038 - (Rev. 5 - 95) Information Return for Tax - Exempt Governmental Obligations OMB No. 1545 - 0720 ► Under Internal Revenue Code section 149(e) ► See separate Instructions. (Note: Use Form 8038 -GC if the issue price is under $100,000.) BECKER STOWE & BIEBER LLC ATTORNEYS AT LAW THE CHANCERY, SUITE 1002 1120 LINCOLN STREET DENVER, COLORADO 80203 -2138 TELEPHONE (303) 830 -0101 GEORGEANN BECKER FAX (303) 860 - 9306 June 17, 1999 Internal Revenue Service Center Philadelphia, PA 19255 Attention: Director Re: Master Lease - Purchase Agreement No. 1999 -1 dated as of June 17, 1999 between Community First Leasing Services, Inc.. as lessor and the City of Pueblo. Colorado as lessee Dear Director: Enclosed please find one executed copy and two copies of the Information Return for Tax - Exempt Governmental Obligations (Form 8038 -G) for the referenced bonds. This Information Return is being filed by the City of Pueblo, Colorado (the "City "), pursuant to Section 149(e) of the Internal Revenue Code of 1986, as amended. Please file one copy of the enclosed Information Return and acknowledge your receipt on the other copies by date - stamping and returning them separately to the City and the undersigned in the self - addressed, postage prepaid envelope enclosed for your convenience. Thank you for your assistance. Very truly yours, Georgeann eck� er GB /kc Enclosures Certified Return Receipt Requested P 611 936 396 P 611 936 396 US Postal Service Receipt for Certified Mail No Insurance Coverage Provided. Do not use for International Mail (See reverse Sent to ?z,C S Cc GA-PA*H �It- /y.ZS3 Postage $ . SS Certified Fee f �Q Special Delivery Fee Restricted Delivery Fee LO rn Return Receipt Showing to Whom & Date Delivered a Return Receipt Slv" to Whom, < Date, 6 Addressee's Address 0 TOTAL Postage & Fees 1 $ 3 f M Postmark or Date� Ui / rn tL 1' SECURED PARTY (Put Additional Secured Parties on attachment) Name (Last, First): COMMUNITY FIRST FINANCIAL, INC. Street: 520 MAIN AVENUE City: State, Zip: FARGO, ND 58124 -0001 ASSIGNED PARTY (Put Additional Assigned Party on attachment) Name (Last, First): Street: City, State, Zip: FOR UCC FILINGS (Fill in collateral codes from UCC Codes) 40 600 50 FOR AGRICULTURAL LIEN NOTIFICATION Check if this filing is intended as EFS notification ❑ Enter EFS collateral code, County Code and crop years covered. If all years are covered, leave from and to dates blank. RETURN COPY TO Name: BECKER STOWE & BIEBER LLC Street: 1120 LINCOLN STREET, SUITE 1002 City, State, Zip: DENVER, CO 80203 Name of the Record Owner of the real property containing the collateral is: (See Instruction 13) EFS Code County Code From To COMPLETE DESCRIPTION OF COLLATERAL (Use if collateral codes do not adequately describe collateral. Attach additional pages if necessary) ALL EQUIPMENT AND INTERESTS DESCRIBED UNDER THE SOFTWARE LICENSE AND SERVICES AGREEMENT ENTERED INTO ON THE 28 DAY OF DECEMBER, 1998, BY AND BETWEEN H.T.E., INC., A FLORIDA CORPORATION, AND THE DEBTOR, INCLUDING BUT NOT LIMITED TO ALL OF THE DEBTOR'S RIGHT, TITLE AND INTEREST IN AND TO THE LICENSED PROGRAMS, HARDWARE, THE SOFTWARE APPLICATION MODULES AND SOFTWARE PROGRAMS, ALL AS DESCRIBED IN SUCH AGREEMENT AND ALL AS ASSIGNED BY THE DEBTOR TO THE SECURED PARTY ON JUNE 17, 1999. COMMUNITY FIRST FINANCIAL, INC. FOR NOTICE PURPOSES ONLY; NOT INTENDED TO GRANT A SECURITY INTEREST Secured Party Signatures (See Instruction 14) DAN SAVILLE Printed Name(s) VICE PRESIDENT Title CI O PUEBLO L DO Debtor Signature(x) (See Instruction 14) CORINNE KOEHLER Printed Name(s) PRESIDENT OF CITY COUNCIL Title Contact Phone/FAX (701) 298- 5654/FAX: (701)298 -5697 FiLLU - CUSTOIr -A COPY VICTORIA SUCKLEY Secretary of State • COLORADO UCC -1 FINANCING STATEMENT (See instructions on back) Standard Form Effective May 1, 1998 Total Fee = $16, includes $1. Surcharge $ 16, 00 PECRETARY OF STATE IsT DEBTOR 06-1 8-41 99 9 "_ '? " Name (Last, First): CITY OF PUEBLO, CO : � SSN/FED Tax ID: 84- 6000616 Check One: Street: ONE CITY HALL PLACE Business City, State, Zip: PUEBLO, CO 81002 Individual ❑ CHECK ONLY ONE (If no box is checked, it will be filed in UCC only) 2nd DEBTOR (Put Additional Debtors on attachment) ® File in UCC ONLY Name (Last, First): ❑ This statement is to be recorded in the real estate records SSN /FED Tax ID: Check One: ONLY. Street: Business ❑ ❑ This statement is to be filed in UCC AND recorded in the City, State, Zip: Individual ❑ real estate records. (Requires an additional recording fee). ❑ The debtor is a transmitting utility. 1' SECURED PARTY (Put Additional Secured Parties on attachment) Name (Last, First): COMMUNITY FIRST FINANCIAL, INC. Street: 520 MAIN AVENUE City: State, Zip: FARGO, ND 58124 -0001 ASSIGNED PARTY (Put Additional Assigned Party on attachment) Name (Last, First): Street: City, State, Zip: FOR UCC FILINGS (Fill in collateral codes from UCC Codes) 40 600 50 FOR AGRICULTURAL LIEN NOTIFICATION Check if this filing is intended as EFS notification ❑ Enter EFS collateral code, County Code and crop years covered. If all years are covered, leave from and to dates blank. RETURN COPY TO Name: BECKER STOWE & BIEBER LLC Street: 1120 LINCOLN STREET, SUITE 1002 City, State, Zip: DENVER, CO 80203 Name of the Record Owner of the real property containing the collateral is: (See Instruction 13) EFS Code County Code From To COMPLETE DESCRIPTION OF COLLATERAL (Use if collateral codes do not adequately describe collateral. Attach additional pages if necessary) ALL EQUIPMENT AND INTERESTS DESCRIBED UNDER THE SOFTWARE LICENSE AND SERVICES AGREEMENT ENTERED INTO ON THE 28 DAY OF DECEMBER, 1998, BY AND BETWEEN H.T.E., INC., A FLORIDA CORPORATION, AND THE DEBTOR, INCLUDING BUT NOT LIMITED TO ALL OF THE DEBTOR'S RIGHT, TITLE AND INTEREST IN AND TO THE LICENSED PROGRAMS, HARDWARE, THE SOFTWARE APPLICATION MODULES AND SOFTWARE PROGRAMS, ALL AS DESCRIBED IN SUCH AGREEMENT AND ALL AS ASSIGNED BY THE DEBTOR TO THE SECURED PARTY ON JUNE 17, 1999. COMMUNITY FIRST FINANCIAL, INC. FOR NOTICE PURPOSES ONLY; NOT INTENDED TO GRANT A SECURITY INTEREST Secured Party Signatures (See Instruction 14) DAN SAVILLE Printed Name(s) VICE PRESIDENT Title CI O PUEBLO L DO Debtor Signature(x) (See Instruction 14) CORINNE KOEHLER Printed Name(s) PRESIDENT OF CITY COUNCIL Title Contact Phone/FAX (701) 298- 5654/FAX: (701)298 -5697 JUN -17 -99 10:04 AM COMMUNITY FIRST NATIONAL 719 543 0266 P.02 PAYMENT REQUEST FORM The Escrow Agent is hereby requested to pay from the Equipment Acquisition Fund established by the Escrow Agreement dated June 17, 1999 by and among the Escrow Agent, the Lessor and the Lessee, to the person or corporation designated below as Payee, the sum set forth below in payment (of all/of a portion) of the Purchase Price described below. The amount shown below is due and payable under a purchase order or contract with respect to the Equipment described below and has not formed the basis of any prior request for payment. Serial No(s), of Equipment for which Purchase Price to be Paid: g et. A4o Li ,d .TN vv � • • s Payee: C i e e �► c b 1„ Street Address: 1 C; y 14&11 Q I ac Mail Address: 0 Poa Wo C g►oo z Attention: a i I v G. rn Purchase Price to be paid from Equipment Acquisition Fund: $ $ G� ( 95. 7 3 Dated: tTt& #j er jj, 1999 CITY OF PUEBLO, COLORADO, as Lessec By: &jj - ,b 44A�6- - Its: irAnce Director C JUN -17 -99 10:04 AM COMMUNITY FIRST NATIONAL 719 343 0266 P.03 EXHIBIT C SCHEDULE NO. 1999.1 TO MASTER LEASE - PURCHASE AGREEMENT NO. 1999-1 RECEIPT CERTIFICATE The undersigned Lessee under that certain Schedule No. 1999.1, dated June 17, 1999, to Master Lease - Purchase Agreement No. 1999 -1, dated ,dune 17, 1999, negotiated for the purpose of acquiring Equipment with Community First Financial, Inc., as Lessor, hereby acknowledges receipt in good condition of [a portion ot] [all of] the Equipment described on xhibit A of Schedule No, 1999 -1 to said Master Lease - Purchase Agreement this LZf_ day of j j4e i" described on the Payment Request Form required under the Escrow Agreement and attached hereto, and hereby certifies that the Equipment is satisfactory and in accordance with specifications. Further, Lessee hereby confirms that it will commence Rental Payments for the Equipment as specified in Exhibit B of Schedule No. 1999 -1 to Master Lease- Purchase Agreement No, 1999 -1 with the first payment being due on February 1, 2000. LESSEE: CITY OF PUEBLO, COLORADO By: Title: FinanaJ Director Date: Zr N e,_ 17 JUN -17 -99 10:03 AM COMMUNITY FIRST NATIONAL 719 343 0266 P.04 ` PURCHASER'S REIPT - RETAIN FOR YOUR RECORDS 1 m X 5 00 4417550 Comim First = CITY or PmLo Pw6�o,' •�`a off" JUNE 17, 99 PAYAM TO C ITY 0 QT NEGOTIA 386.685.13 `� ���'llu IIII IL�1 {i,ll„ NM' �1h 1 'tllhh I lill l 1 1{I� I IIdI III�II I�„µl� i` gwll �U•�!�III� ��_� -- . MEMORANDUM OFFICIAL CHECK OWNER,% .. w r D E E D D� L _FA U r City of Pueblo OFFICE OF THE CITY ATTORNEY 127 Thatcher Building PUEBLO, COLORADO 81003 June 17, 1999 City of Pueblo, Colorado Community First Financial, Inc. Becker Stowe & Bieber LLC Re: Master Lease - Purchase Agreement No. 1999 -1 dated June 17, 1999; between Community First Financial, Inc., as lessor, and the City of Pueblo, Colorado, as lessee Gentlemen: As City Attorney for the City of Pueblo, Colorado, I have examined (1) an executed counterpart of the Master Lease - Purchase Agreement No. 1999 -1 dated June 17, 1999 (the "Lease "), between Community First Financial, Inc., as lessor (the "Lessor ") and the City of Pueblo, Colorado, as lessee (the "City "), which, among other things, provides for the lease with an option to purchase of certain Equipment described in the Schedule (both as defined in the Lease) attached to the Lease from the Lessor to the City, (2) an executed counterpart of an Assignment dated June 17, 1999 from the Lessee to the Lessor relating to the Equipment as defined in the Lease, (3) an executed counterpart of the Escrow Agreement dated June 17, 1999 (the "Escrow Agreement ") among the Lessor, the City and Community First National Bank, Pueblo, Colorado (the "Escrow Agent "), (4) an executed counterpart of the authorizing resolution of the City (the "Authorizing Resolution ") which, among other things, authorizes the City to execute the Lease and the Escrow Agreement, and (5) such other documents, instruments nand records as I have considered relevant. Based upon such examination, and such research and investigation as I deemed necessary, I am of the opinion that: 1. The City is a political subdivision duly organized and existing pursuant to the Constitution and laws of the State of Colorado (the "State ") and its home rule charter (the "Charter "). 2. The City has the requisite power and authority to (a) enter into the transaction contemplated by the Lease, the Assignment and the Escrow Agreement and carry out its obligation thereunder, (b) execute and deliver the Lease. the City of Pueblo, Colorado Community First Financial, Inc. Becker Stowe & Bieber LLC June 17, 1999 Page 2 Assignment and the Escrow Agreement and (c) incur and perform the obligations of the City as set forth in the Lease, the Assignment and the Escrow Agreement. 3. The Lease, the Assignment and the Escrow Agreement have been duly authorized, executed and delivered by the City in accordance with all applicable laws (including the Charter), rules, regulations, ordinances and resolutions, and in conformity with all legal procedures governing the transactions contemplated thereby, and, assuming due authorization, execution and delivery by the other parties thereto, constitute valid and binding agreements enforceable against the City in accordance with their terms, except to the extent such enforceability may be limited by the provisions of bankruptcy, insolvency, moratorium or similar laws relating to or affecting the enforcement of creditors' rights generally or by general principles of equity now or hereafter in effect. The Authorizing Resolution is in full force and effect and has not been amended or repealed since its date of adoption. 4. No approval, consent or withholding of objection is required from any governmental body or authority or any other person, firm or corporation with respect to the entering into or performance by the City of the terms of the Lease, the Assignment and the Escrow Agreement and the transactions contemplated thereby, or if any such approval is required, it has been obtained. 5. The authorization and execution of the Lease, the Assignment and the Escrow Agreement and all other proceedings of the City relating to the transactions contemplated thereby, including, without limitation, the acquisition of the Equipment, have been performed in accordance with all applicable open meeting laws, applicable public bidding laws, the Charter and all other applicable laws of the State. 6. The Equipment leased pursuant to the Lease is and will remain personal property and when subjected to use by the City will not be or become fixtures under the laws of the State. 7. The entering into and performance of the Lease, the Assignment and the Escrow Agreement will not violate any judgment, order, law or regulation Ak City of Pueblo, Colorado Community First Financial, Inc. Becker Stowe & Bieber LLC June 17, 1999 Page 3 applicable to the City, or result in any breach of, or constitute a default under, any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to which the City is a party, or by which it or its assets may be bound. 8. There is no proceeding pending of which the City has actual notice or, to the best of my knowledge, threatened against or affecting the City in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined would adversely affect the validity or enforceability of the Lease, the Assignment or the Escrow Agreement, the ability of the City to perform its obligations under the Lease, the Assignment or the Escrow Agreement, the transactions contemplated by the Lease, the Assignment and the Escrow Agreement or the right, title and interest of the Lessor or its assigns in the Equipment. ' In rendering this opinion I make no representation as to the exclusion of the interest component of the Rental Payments from the gross income of the recipients thereof for federal income tax purposes. This opinion speaks only as of its date and is limited to the Charter, the Constitution and laws of the State, regulations, rulings and judicial decisions in effect on this date. ` This opinion letter is solely for the benefit of the City of Pueblo, Colorado, Community First Financial, Inc. and its assigns, and Becker Stowe & Bieber LLC and it may only be relied upon by those entities. 7/Z Thomas E. Ja P r' BECKER STOWE & BIEBER LLC ATTORNEYS AT LAW THE CHANCERY, SUITE 1002 1120 LINCOLN STREET DENVER, COLORADO 80203 -2138 TELEPHONE (303) 830 -0101 FAX (303) 860-9306 June 17, 1999 Community First Financial, Inc. 520 Main Avenue Fargo, ND 58124 -0001 City of Pueblo, Colorado One City Hall Place P.O. Box 1427 Pueblo, CO 81002 Re: Master Lease - Purchase Agreement No. 1999 -1 dated June 17, 1999, between Community First Financial, Inc., as lessor and the City of Pueblo, Colorado, as lessee Ladies and Gentlemen: We have acted as special tax counsel in connection with the execution and delivery of the referenced Master Lease - Purchase Agreement (the "Lease "). Community First Financial, Inc. (the "Lessor "), as lessor, and the City of Pueblo, Colorado (the "City "), as lessee, entered into the Lease to acquire certain personal property identified in Exhibit A to the Lease (the "Equipment "). Rental Payments (as defined and described in the Lease) are payable by the City pursuant to the provisions of the Lease. A portion of each Rental Payment is paid as, and represents payment of, interest (the "Interest Portion "), and the balance of each Rental Payment is paid as, and represents payment of, principal, all as set forth in Exhibit B to the Lease. Officials of the City responsible for executing and delivering the Lease have executed a Certificate as to Use of Proceeds (the "Proceeds Certificate ") stating the reasonable expectations of the City as of the date of execution and delivery of the Lease as to future events which are material for purposes of Sections 103, 148 and 265(b) of the Internal Revenue Code of 1986, as amended (the "Code "). In the Lease and the resolution (the "Authorizing Resolution ") of the City Council of the City, the City has designated the Lease as a "qualified tax- exempt obligation" under Section 265(b) BECKER STOWE & BIEBER LLC Community First Financial, Inc. City of Pueblo, Colorado June 17, 1999 Page 2 of the Code. In the Lease and the Proceeds Certificate, the City has made certain other covenants to comply with the requirements of the Code that must be satisfied subsequent to the execution and delivery of the Lease for the Interest Portion of the Rental Payments due under the Lease to be, or continue to be, excluded from gross income for federal income tax purposes. In our capacity as special tax counsel, we have examined the documents requested by and submitted to us as we deemed necessary to deliver this opinion, including : (1) the Lease; (2) the Authorizing Resolution; (3) the Proceeds Certificate; (4) the opinion of the City Attorney which relates to, among other things, (a) the legal existence of the City under its home rule charter and the constitution and laws of the State of Colorado, (b) the Lease being a legal, valid and binding obligation of the City, (c) the due authorization, execution and delivery of the Lease by the City, (d) the absence of litigation pending or threatened in any way questioning or affecting the validity of the Authorizing Resolution or the Lease and (e) the genuineness of the signatures of the City's officers appearing on the Lease; (5) the City General and No Litigation Certificate, which certificate relates, among other things, to the incumbency of the City's officers; and (6) an Escrow Agreement dated June 17, 1999 (the "Escrow Agreement ") among the Lessor, the City and Community First National Bank, Pueblo, Colorado as escrow agent. Our examination was necessarily limited to the foregoing documents as the same exist or are in effect as of the date hereof. In conducting said examination, we have assumed the authenticity of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents and the accuracy of the statements contained in such documents. Our engagement as special tax counsel is limited solely to the tax - exempt status, pursuant to the Code, of the Interest Portion of the Rental Payments due under the Lease, and in rendering this BECKER STOWE & BIEBER LLC Community First Financial, Inc. City of Pueblo, Colorado June 17, 1999 Page 3 opinion, we have relied upon the opinion of the City Attorney as described above. As to questions of fact material to our opinion, we have relied upon the representations of the City contained in the Certificate of the City described above, the Lease, the Authorizing Resolution, the Proceeds Certificate and in the certified proceedings and other certifications furnished to us without undertaking to verify the same by independent investigation. Based on the foregoing examination, our review of the Code and the rulings and regulations promulgated thereunder and our reliance on the documents, certificates and opinions referred to above, and assuming (1) the accuracy of the Proceeds Certificate and (2) continuing compliance by the City with the covenants and representations contained in the Lease, the Authorizing Resolution and the Proceeds Certificate, it is our opinion that: 1. Under the laws and regulations of the United States of America as presently enacted and construed, the Interest Portion of the Rental Payments to be paid by the City under the Lease is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal individual or corporate alternative minimum tax, although such Interest Portion is included in adjusted current earnings in calculating corporate alternative minimum taxable income. We express no opinion herein with respect to the effect of termination of the Lease upon the federal income tax treatment of any moneys received under the Lease subsequent to such termination. 2. The Lease has been properly designated by the City as a "qualified tax - exempt obligation" within the meaning of Section 265(b)(3) of the Code. The opinion set forth above is subject to the condition that the City complies with all requirements of the Code that must be satisfied subsequent to the execution and delivery of the Lease for the Interest Portion of the Rental Payments to be, or continue to be, excluded from gross income for federal income tax purposes. Failure to comply with such requirements may cause the Interest Portion of the Rental Payments to be included in gross income for federal income tax purposes retroactive to the date of execution and delivery of the Lease. Ownership of a right to receive Rental Payments under the Lease may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, S corporations with "excess passive investment income," individual recipients of social security or railroad retirement benefits, foreign BECKER STOWE & BIEBER LLC Community First Financial, Inc. City of Pueblo, Colorado June 17, 1999 Page 4 corporations engaged in a trade or business in the United States and taxpayers who may be deemed to have incurred or continued debt to purchase or carry such obligations. We express no opinion herein with respect to such consequences. We express no opinion as to compliance by you with state or federal securities laws and regulations applicable to disposition of your rights under the Lease to any financial institution or other investor. We express no opinion as to the title to or the description of the Equipment which is the subject of the Lease, or as to the granting, perfection, priority or preservation of any lien thereon or security interest therein. We call attention to the fact that the Lease does not constitute a mandatory payment obligation of the City in any ensuing fiscal year beyond a fiscal year for which the City has appropriated amounts to make payments under the Lease, nor directly or indirectly obligate the City beyond such fiscal year, nor constitute or give rise to a general obligation or a direct or indirect indebtedness or other multiple fiscal year financial obligation whatsoever of the City within the meaning of any constitutional or statutory provision. We express no opinion with respect to the accuracy or completeness of any documents prepared or used or statements made in connection with any offering, purchase, sale, assignment or other conveyance of the Lease or any interest therein. Respectfully submit