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HomeMy WebLinkAbout12066RESOLUTION NO. 12066 A RESOLUTION APPROVING A MASTER LEASE AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND SUNTRUST LEASING CORPORATION, APPROVING AN EQUIPMENT SCHEDULE WITH RESPECT THERETO, AUTHORIZING EXECUTION THEREOF BY THE PRESIDENT OF THE CITY COUNCIL, AND AUTHORIZING THE EXECUTION AND DELIVERY OF ALL OTHER DOCUMENTS REQUIRED THEREWITH BY THE CITY MANAGER, AND AUTHORIZING ALL OTHER ACTION NECESSARY TO THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS RESOLUTION. WHEREAS, the City of Pueblo, a municipal corporation (hereinafter “City”) is a Colorado home rule city duly organized and existing under and by virtue of Article XX of the Colorado Constitution, and is authorized thereby to purchase and lease personal property for its municipal purposes for the benefit of City and its inhabitants and to enter into contracts with respect thereto; and WHEREAS, City desires to purchase, acquire and lease certain firefighting equipment constituting personal property necessary for the City to perform essential governmental functions; and WHEREAS, in order to acquire such equipment, City proposes to enter into a Master Lease Agreement (the "Agreement") and separate Equipment Schedule (collectively, the “Lease”) with Suntrust Leasing Corporation, a Virginia Corporation or a subsidiary thereof (the "Lessor"), in substantially the form as attached hereto as Exhibits "A", and "B”; and WHEREAS, City Council, as the governing body of the City, deems it for the benefit of City and for the efficient and effective administration thereof to enter into the Lease for the purchase, acquisition and leasing of the equipment therein described on the terms and conditions therein provided; and WHEREAS, the funds made available under the Lease will be applied to the acquisition of the equipment in accordance with the terms of such Lease; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The form, terms and provisions of the Agreement and the separate Equipment Schedule, as provided in the Agreement, are hereby approved in substantially the form attached hereto with such insertions, omissions and changes as shall be approved by the President of City Council and the City Attorney, the execution of such documents being conclusive evidence of such approval; and the President of the City Council is hereby authorized and directed to execute the Agreement and said Equipment Schedule and any related Exhibits attached thereto and to deliver the Agreement and Equipment Schedule, and the City Clerk is authorized and directed to attest same and affix the seal of the City thereto. SECTION 2. The City Manager is authorized and directed to take all action necessary or reasonably required by the parties to the Agreement and Equipment Schedule to carry out, give effect to and consummate the transactions contemplated thereby (including the execution and delivery of Acceptance Certificates, Payment Requests, any Tax Agreement and Arbitrage Certificate, and Incumbency Certificate each with respect to the Equipment Schedule, as contemplated in the Agreement) and to take all action necessary in conformity therewith, including, without limitation, the execution and delivery of any closing and other documents required to be delivered in connection with the Agreement and such Equipment Schedule and Addendum. SECTION 3. The Agreement and such Equipment Schedule and Addendum, are expressly made subject to sufficient appropriations being made therefore in each fiscal year after 2011. Nothing contained in this Resolution, the Agreement, and the Equipment Schedule nor any other instrument, shall be construed with respect to the City as incurring a pecuniary liability or charge upon the general credit of the City or against its taxing power, nor shall the breach of any agreement contained in this Resolution, the Agreement or such Equipment Schedule or any other instrument or document executed in connection therewith impose any pecuniary liability upon the City or any charge upon its general credit or against its taxing power, except to the extent that the rental payments payable under each Lease are special limited obligations of the Lessee as provided in such Lease. Nothing in the Agreement or such Equipment Schedule and Addendum is intended, nor shall it be construed, to create any multiple-fiscal year direct or indirect debt or other financial obligation whatsoever of the City. SECTION 4. The City Manager and Director of Finance of the City are each hereby designed to act as authorized representatives of the City for purposes of the Agreement and such Equipment Schedule until such time as the City Council shall designate any other or different authorized representative for purposes of the Agreement, and such Equipment Schedule. SECTION 5. This Resolution shall be effective immediately upon final passage and approval. INTRODUCED: January 24, 2011 BY: Larry Atencio Background Paper for Proposed RESOLUTION DATE: AGENDA ITEM # M-7 January 24, 2011 DEPARTMENT: Fire Department Christopher P. Riley, Fire Chief Finance Department Sam Azad, Director Law Department Thomas J. Florczak, City Attorney Purchasing Department Naomi C. Hedden, Director TITLE A RESOLUTION APPROVING A MASTER LEASE AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND SUNTRUST LEASING CORPORATION, APPROVING AN EQUIPMENT SCHEDULE WITH RESPECT THERETO, AUTHORIZING EXECUTION THEREOF BY THE PRESIDENT OF THE CITY COUNCIL, AND AUTHORIZING THE EXECUTION AND DELIVERY OF ALL OTHER DOCUMENTS REQUIRED THEREWITH BY THE CITY MANAGER, AND AUTHORIZING ALL OTHER ACTION NECESSARY TO THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS RESOLUTION. ISSUE Should the City of Pueblo enter into a lease-purchase agreement for the acquisition of a new triple combination fire pumper truck? RECOMMENDATION Approval of resolution. BACKGROUND Bid proposals had been solicited and received for the purchase of two new 4-person, 4- door Cab and Chassis Triple Combination Fire Pumper trucks with equipment. Thereafter a vendor was selected and a contract approved by City Council. The City purchased one truck using CDBG funds, with the other truck to be procured through a lease purchase agreement. This Resolution approves a lease purchase agreement for acquisition of the second truck. The selection of the leasing agent was made after careful consideration of proposals submitted in response to a request for proposals. FINANCIAL IMPACT The cost of the fire truck is $363,503.09 for the truck acquired by lease purchase. Payment schedule for the lease payments, including interest at 2.825%, is as follows: 1/15/2012 $57,894.01 1/15/2013 $57,894.01 1/15/2014 $57,894.01 1/15/2015 $57,894.01 1/15/2016 $57,894.01 1/15/2017 $57,894.01 1/15/2018 $57,894.01 Total Lease Payments $405, 258.07 City's obligation under the equipment lease shall be subject to annual appropriation by the City Council. 1 S UN T RUST EQUIPMENT FINANCE & 'LEASING CORP, DISBURSEMENT AUTHORIZATION January 31, 2011 SunTrust Equipment Finance & Leasing Corp. 300 E. Joppa Rd; 7 Floor Towson, Maryland 21286 Gentlemen. In connection with that certain Schedule No. 02 to the Master Lease Agreement dated December 14 2017 executed between SunTrust Equipment Finance & Leasing Corp. and the Lessee identified below, Lessee hereby dire. is SunTrust Equipment Finance & Leasing Corp to wire transfer the monies to Lessee as follows at closing Destination Information I ��� r, Bank Name F� " 1 11I'd IJI0itip Bank ABA Number Cj g 0 f Account Number 7 Account Name SvT 't To at f-iv-• Attention Dollar Value $ 3t 3 Sd 3.09 Reference Or VIA CHECK. Payable To: Dollar Value $ Reference TOTAL DISBURSEMENTS. $363,503.09 Lessee warrants that payment to the persons of the amounts described above constitutes full and final payment to all persons necessary so that the Equipment is fully paid for and shall be owned by Lessee free of all liens and encumbrances. PUEBL► A MUN IPAL CORPORATION, Lessee A, i .. By , e &%t ., !4 , 'Phis is counterpart No of serially numbered, manually ex Name: - ay Agu -ra 9 counterparts of this document. To the extent that this Lease Agreement constitute, Title: President of City Council p chattel paper under the Uniform Commercial Code, a security interest in this Lease Date: �(,rnrrQ/ 1� � , t Agreement may be created through the transfer and possession of Counterpart No. 1 / only without the need to transfer possession of any other original or counter art or copy of this Lease .Agreement or any original or counterpart or copy of any ex�tibits. addenda, schedules, certificates, riders or other documents and instruments executed and delivered in connection with this Lease Agreement. PAY PROCEEDS / DISBURSEMENT (11 9) SUNTRUST EQUIPMENT FINANCE & LEASING CORP. AMENDMENT NO 01 AMENDMENT TO LEASE DOCUMENTS THIS AMENDMENT TO LEASE DOCUMENTS dated as of this 31st day of January, 2011(this "Amendment "), by and among SUNTRUST EQUIPMENT FINANCE & LEASING CORP (a wholly owned subsidiary of SUNTRUST LEASING CORPORATION), its present and future affiliates and their successors and assigns (' Lessor ") and the PUEBLO, A MUNICIPAL CORPORATION its successors and permitted assigns ("Lessee "), amends that certain Master Le I se Agreement No. 06304, dated as of December 14, 2007 (the "Lease ") all of the Equipment Schedules or Promiss ry Notes entered into pursuant thereto and all of the other documents and agreements entered into in connection there 'th by and between SunTrust Leasing Corporation and Lessee, as amended or otherwise modified (hereinafter collectiv ly referred to as the "Lease Documents "). The capitalized terms used herein but not otherwise defined herein shall have the respective meanings given them in the Lease Documents or the other documents referred to therein. RECITALS WHEREAS, effective 12:00 a.m. Eastern Time on January 1, 2008 ( "Effective Date'), SUNTRUST LEASING CORPORATION, has transferred substantially all of its rights, interests, obligations, assets and liabilities to its wholly owned subsidiary SUNTRUST EQUIPMENT FINANCE & LEASING CORP and the parties desire to amend all of the Lease Documents to reflect the name of SunTrust Equipment Finance & Leasing Corp. as the Lessor NOW, THEREFORE, in consideration of the foregoing premises and such other good and valuable consideration, the rec =ipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: 1 AMENDMENT Each of the Lease Documents, together with any other agreement, document, exhibit, schedule, note or annex delivered in connection with any of the same, is hereby revised (which revision shall be deemed effective upon and at all times after the Effective Date) so that any and all references therein to "SUNTRUST LEASING CORPORATION shall •e replaced with 'SUNTRUST EQUIPMENT FINANCE & LEASING CORP " 2. AMENDMENT The Master Lease Agreement is hereby revised as follows. The following paragraph shall be deleted as Section 3 4 of the Agreement Section 3.4 Non - substitution. If this Agreement is terminated by Lessee in accordance with Section 3.2, to the ext: nt permitted by State law, Lessee agrees not to purchase, lease, rent, borrow seek appropriations for, acquire or otherwise receive the benefits of any replacement personal property not owned or leased by Lessee to perform the same functions as, or functions taking the place of, those performed by any of the Equipment, and agrees not to permit such functions to e performed by its own employees or by any agency or entity affiliated with or hired by Lessee, for a period of one year followi g such termination; provided, however, these restrictions shall not be applicable in the event the Equipment shall be sold by Lessor and the amount received from such sale, less all costs of such sale, is sufficient to pay the then applicable Prepaym nt Prices relating thereto as set forth in the Equipment Schedules; or to the extent the application of these restrictions is unla uI and would affect the validity of this Agreement. The following paragraph shall be replaced as Section 13 11 of the Agreement: Section 13.11. USA Patriot Act Compliance Notification. Along with all other U S Financial institutions, Lessor began complying with Section 326 of the USA Patriot Act effective October 1, 2003 Designed to assist the government in preventing the funding of terrorist and money laundering activities, this section of the USA Patriot Act requires Lessor to know the business and municipal entities that are new to SUNTRUST EQUIPMENT FINANCE & LEASING CORP To (Amend - SunTrust- Lease -no guarantor) (02'00) accomplish this Lessor will obtain, verify and record information that identifies business and /or municipal entities that op n new accounts, lease- purchase or finance equipment or capital improvements with the Lessor What this means to the Lessee. when Lessee opens its account or lease /loan with Lessor Lessor will ask Lessee for its correct and full le al business /municipal name, physical address, taxpayer identification number and other information that will allow for Les or to verify Lessee's identity The information requested may include documents, such as statutes, resolutions, and y ur charter, Articles of Incorporation, and /or other formative documents as may be reasonable and /or customary for Lesse 's entity type which will verify the identifying information Lessee is giving the Lessor 3. COVENANTS. Upon the execution of this Amendment, Lessor will promptly execute Uniform Commercial Code Statements of Amendments and any other filings and recordings, together with such further documents, instruments and assurance and take such further action as Lessor may deem necessary in order to carry out the intent and purpose of this Amendment. 4. MISCELLANEOUS. This Amendment shall hereafter amend and constitute a part of each of the Lease Documents referenced herein. Except as expressly provided herein, the terms and conditions of each such Lease Document remains unmodified and in full force and effect. This Amendment shall be governed by and in accordance with the laws of the Lease Documents. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have caused this Amendment to Lease Documents to be executed as of the date first above written. SUNTRUST EQUIPMENT FINANCE & PUEBLO. A MUNICIPAL CORPORATION, LEASING CORP., Lessee Lessor By EAL] By 1 . i `t.� - ..., __ [SEAL] Name. Donald S. Keough Name: Ray Ai u era Title: Vice President Title. President of City Council This is counterpart No. of serially numbered, manually executed counterparts of this document. To the extent that this Lease Agreement constitutes chattel paper under the Uniform Commercial Code, a security interest in thi Lease Agreement may be created through the transfer and possession of Counterpart No. 1 only without the need to transfer possession of any other original or counterpart or copy of this Lease Agreement or any original or counterpart or copy of any exhibits. addenda, schedules, certificates, riders or other documents and instruments executed and delivered in connection with this Lease Agreement. MAK:357245.3:01/27/11 2 PUEBLO, A MUNICIPAL CORPORATION INDEX TO LEGAL DOCUMENTS BANK - QUALIFIED NON - ESCROW Master Lease Agreement; On File, dated 12/14/2007 Exhibit A - Equipment Schedule No. 02; Acceptance Certificate; Payment Schedule; Exhibit B -1 - Tax Agreement and Arbitrage Certificate; Exhibit C - Resolution of Governing Body; Exhibit D - Incumbency Certificate; Exhibit E - Opinion of Counsel; Exhibit F — Omitted Intentionally; Exhibit G -1 Confirmation of Outside Insurance; Exhibit G -2 Questionnaire for Self - Insurance to Lease and Addendum; UCC Financing Statements with attached Schedule A, Form 8038 -G 1/27/2011 B Q -NE SC. DOC /rev.5 /00 /cIc EXHIBIT A EQUIPMENT SCHEDULE NO. 09. TO LEASE NO. 06304 The following Equipment comprises an Equipment Group which is the subject of the Master Lease Agreement dated as December 14, 2007 (the "Agreement ") between the undersigned Lessor and Lessee. The Agreement is incorporated herein in its entir and Lessee hereby reaffirms each of its representations, warranties and covenants contained in the Agreement. Lessee warrants that no Non - Appropriation and no Event of Default, or event which, with the passage of time or the giving of notice or both, would constitute an Event of Default, has occurred under the Agreement. An Acceptance Certificate and Payment Schedule are attached to this Equipment Schedule and by reference are made a part hereof. The terms capitalized in this Equipment Schedule but not defined herein shall have e meanings assigned to them in the Agreement. EQUIPMENT GROUP The cost of the Equipment Group to be funded by Lessee under this Lease is $363,503.09 (the "Acquisition Cost "). he Equipment Group consists of the following Equipment which has been or shall be purchased from the Vendor(s) named below for he prices set forth below SVT (1) ONE STEMPN FOUR PERSON, FOUR DOOR CAB & CHASSIS TRIPLE COMBINATION FIRE PUMPER The Equipment Group is or will be located at the following address(es). Prior to relocation of the Equipment Group or . y portion thereof during the Lease Term, Lessee will provide written notice to Lessor FIRE STATIONS WITHIN THE CITY OF PUEBLO, CO PUEBLO, A MUNICIPAL CORPORATION, SUNTRUST EQUIPMENT FINANCE & LEASING CORP., Lessee Lessor By 1. �fi By' Name: Ray Agui era V Name: Donald S. Keough Title: President of City Council Title: Vice President Date: 5ahVCt7 31 2011 Date: Address: City of Pueblo, #1 City Hall Place Address: 300 East Joppa Road, 7th Floor Pueblo, CO 81003 Towson, MD 21286 Telephone: 719/553 -2655 Telephone: 410/307 -6648 Facsimile: 719/553 -2698 Facsimile: 410/307 -6702 This is counterpart No. of d"' serially numbered, manually xecuted counterparts of this document. To the extent that this Lease Agreement constitutes chattel paper under the Uniform Commercial Code, a security interest in this Lease Agreement may be created through the transfer and possession of Counterpart No. 1 ' onl without the need to transfer possession of any other original or counterpart or copy of this Lease Agreement or any original or counterpart or copy of any exhibits, addenda, schedules, certificates, riders or other documents and instruments executed and delivered in connection with this Lease Agreement. 2 127/201 I:BQ -NBSC. DOC /rev.5 /00 /cIc Lease No. 06 04 Equipment Schedule: 02 ACCEPTANCE CERTIFICATE I, the undersigned, hereby certify that I am the duly qualified and acting officer of the Lessee identified below and, with respec to the above referenced Equipment Schedule and Lease, that: 1 The Equipment described below has been delivered and installed in accordance with Lessee's specifications, is in g• od working order and is fiilly o pe�tional and has been fully accepted by Lessee on or before the date indicated below (1) ONE STS FOUR PERSON, FOUR DOOR CAB & CHASSIS TRIPLE COMBINATION FIRE PUMPER 2. Attached are (a) evidence of insurance with respect to the Equipment in compliance with Article VII of the Agreement; b) Vendor invoice(s) and/or bill(s) of sale relating to the Equipment, and if such invoices have been paid by Lessee, evidence of paymnt thereof (evidence of official intent to reimburse such payment as required by the Code having been delivered separately by Lessee); and (c) financing statements executed by Lessee as debtor and /or the original certificate of title or manufacturer's certificate of origin and t tle application, if any, for any Equipment which is subject to certificate of title laws. 3 Rental Payments shall be due and payable by Lessee on the dates and in the amounts indicated on the Payment Schedule attached to the Equipment Schedule. Lessee has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay all Rental Payments required to be paid under the Lease during the current Fiscal Year of Lessee. Such moneys will be applied in payment of all such Rental Payments due and payable during such current Fiscal Year Lessee anticipates that sufficient funds shall be available to make all Rental Payments due in subsequent Fiscal Years. 4 Lessee hereby authorizes and directs Lessor to fund the Acquisition Cost of the Equipment by paying, or directing the paym nt by the Escrow Agent (if applicable) of, the invoice prices to the Vendor(s), in each case as set forth above, or by reimbursing Lessee in he event such invoice prices have been previously paid by Lessee. X 5 Final Acceptance Certificate. This Acceptance Certificate constitutes final acceptance of all of the Equipment identifies in the Equipment Schedule described above. Lessee certifies that upon payment in accordance with paragraph 4 above, or direction to he Escrow Agent (if applicable) to make payment, Lessor shall have fully and satisfactorily performed all of its covenants and obligati 0 ns under the Lease. [CHECK BOX IF APPLICABLE.] PUEBLO, A MUNICIPAL CORPORATION, Lessee By Name: R. � uilera Title: n of tg� r . uncil Date: , kti.. Li [ . Phis is counterpart No. ON of CD— serially numbered, manually executed counterparts of this document. To the extent that this Lease Agreement constitutes // 2 I Z 0// chattel paper under the Uniform Commercial Code. a security interest in this Lease J Agreement may be created through the transfer arid possession of Counterpart No. 1 only without the need to transfer possession of any other original or counterpart or copy of this Lease Agreement or any original or counterpart or copy of any exhibits, addenda, schedules, certificates, riders or other documents and instruments executed and delivered in connection with this Lease Agreement. 3 127/201 I:BQ- NESC.DOC /rev 5/00 /etc Lease Number 06304 Equipment Schedule: 0 PAYMENT SCHEDULE The Funding Date with respect to the above referenced Equipment Group shall be January 31, 2011 Lessor shall retain any interest or income accruing between the Funding Date and the date on which interest begins to accrue in accordance with the Payment Schedule more fully set forth below The Annual Interest Rate applicable to the Equipment Group shall be 2.8250 %. Lessee will make Rental Payments each consisting of Principal and Interest as set forth below for a term of 7 years. The first Rental Payment is due on January 15, 2012 and subsequent payments are due annually on like date thereafter Payment Payment Payment Principal Interest Prepayment Number Date Amount Component Component Price* 0 1/31/2011 0.00 0.00 0.00 NA 1 1/15/2012 57,894.01 48,052.92 9,841.09 315450 17 2 1/15/2013 57,894.01 48,982.54 8,91147 266467.63 3 1/15/2014 57,894.01 50,366.30 7,527 71 216101.34 4 1/15/2015 57,894.01 51,789 15 6,104.86 164312.19 5 1/15/2016 57,894.01 53,252.19 4,641.82 111060 6 1/15/2017 57,894.01 54,756.56 3,137 45 56303 44 7 1/15/2018 57,894.01 56,303 43 1,590.58 0 Totals 405,258.07 363,503.09 41,754.98 PUEBLO, A MUNICIPAL CORPORATION, Lessee By Name: ' ay • guilera � / Title: ' • • t .f 1 / , ncil Date: t /a( 1 31 1 20 11 * After payment of Rental Payment due on such date. This is counterpart No 9`of c serially numbered, manually execute counterparts of this document. To the extent that this Lease Agreement constitute chattel paper under the Uniform Commercial Code, a security interest in this Leas Agreement may be created through the transfer and possession of Counterpart No. only without the need to transfer possession of any other original or counterpart c copy of this Lease Agreement or any original or counterpart or copy of any exhibit 1/27/2011 1BQ•NESC DOC /rev 5 /00 /cIc addenda, schedules, certificates, riders or other documents and instrum.nts execute and delivered in connection with this Lease Agreement. EXHIBIT ' -1 [Non- Escrow] Lease Number 06 04 Equipment Schedule: 02 TAX AGREEMENT AND ARBITRAGE CERTIFICATE This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this "Certificate ") is issued by PUEBLO, A MUNICIP CORPORATION ( "Lessee ") in favor of SUNTRUST EQUIPMENT FINANCE & LEASING CORP., ( "Lessor ") in connection 'th that certain Master Lease Agreement dated as of December 14, 2007 (the "Agreement "), by and between Lessor and Lessee. The to 1 s capitalized herein but not defined herein shall have the meanings assigned to them in the Agreement. Section 1. In General. 1 1 This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding he financing of certain equipment (the "Equipment ") to be acquired by Lessor and leased to Lessee pursuant to and in accordance with he Equipment Schedule referenced above (the "Equipment Schedule ") executed under the Agreement (together with all related docume is executed pursuant thereto and contemporaneously herewith, the "Financing Documents "). As described in the Financing Docume ts, Lessor shall apply $363,503.09 (the "Principal Amount ") toward the acquisition of the Equipment and Lessee shall make Rental Payme is under the terms and conditions as set forth in the Financing Documents. 1.2. The individual executing this Certificate on behalf of Lessee is an officer of Lessee delegated with the responsibility of reviewing . d executing the Financing Documents, pursuant to the resolution or other official action of Lessee adopted with respect to the Financ ng Documents, a copy of which has been delivered to Lessor 1.3 The Financing Documents are being entered into for the purpose of providing funds for financing the cost of acquiring, equipping . d installing the Equipment which is essential to the governmental functions of Lessee, which Equipment is described in the Equipm-nt Schedule. The Principal Amount will be disbursed by Lessor on or promptly after the date of issuance of the Financing Documents to acquire the Equipment. 14 Lessee will timely file for each payment schedule issued under the Lease a Form 8038 -G (or, if the invoice price of the Equipm -nt under such schedule is less than $100,000, a Form 8038 -GC) relating to such Lease with the Internal Revenue Service in accordance with Section 149(e) of the Internal Revenue Code of 1986, as amended (the "Code "). 1.5 Lessee has not issued, and reasonably anticipates that it and its subordinate entities, if any, will not issue, tax- exempt obligations (including the Lease) in the amount of more than $10,000,000 during the current calendar year Lessee hereby designates the Lease .. a "qualified tax- exempt obligation" within the meaning of Section 265(b)(3) of the Code and agrees that it and its subordinate entities, if . y, will not designate more than $10,000,000 of their obligations as `qualified tax- exempt obligations" during the current calendar year Section 2. Non - Arbitrage Certifications. 2.1 The Rental Payments due under the Financing Documents will be made with monies retained in Lessee's general operating fund (or an account or subaccount therein). No sinking, debt service, reserve or similar fund or account will be created or maintained for the paym nt of the Rental Payments due under the Financing Documents or pledged as security therefor 2.2. There have been and will be issued no obligations by or on behalf of Lessee that would be deemed to be (i) issued or sold wit in fifteen (15) days before or after the date of issuance of the Financing Documents, (ii) issued or sold pursuant to a common plan of financing with the Financing Documents and (iii) paid out of substantially the same source of funds as, or deemed to have substantially he same claim to be paid out of substantially the same source of funds as, the Financing Documents. 2.3 Lessee does not and will not have on hand any funds that are or will be restricted, segregated, legally required or otherwise intendeI to be used, directly or indirectly, as a substitute, replacement or separate source of financing for the Equipment. 2.4 No portion of the Principal Amount is being used by Lessee to acquire investments which produce a yield materially higher than he yield realized by Lessor from Rental Payments received under the Financing Documents. 2.5 The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Financing Documents w re entered into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and installing he Equipment. 2.6. Lessee does not expect to convey, sublease or otherwise dispose of the Equipment, in whole or in part, at a date which is earlier an the final Payment Date under the Financing Documents. Section 3. Disbursement of Funds; Reimbursement to Lessee. 3 1 It is contemplated that the entire Principal Amount will be used to pay the acquisition cost of Equipment to the vendors or manufacturers thereof, provided that, if applicable, a portion of the principal amount may be paid to Lessee as reimbursement or acquisition cost payments already made by it so long as the conditions set forth in Section 3.2 below are satisfied. 3.2. Lessee shall not request that it be reimbursed for Equipment acquisition cost payments already made by it unless each of the followi g conditions have been satisfied. 5 1/27 /2011 BQ- NESC.DOC /rev 5 /00 /cic (a) Lessee adopted a resolution or otherwise declared its official intent in accordance with Treasury Regulation § 1 150 -2 he "Declaration of Official Intent "), wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing for all or a po on of the cost of the Equipment, which expenditure was paid to the Vendor not earlier than sixty (60) days before Lessee adopted the Declaration of Official Intent; (b) The reimbursement being requested will be made by a written allocation before the later of eighteen (18) months after he expenditure was paid or eighteen (18) months after the items of Equipment to which such payment relates were placed in service; (c) The entire payment with respect to which reimbursement is being sought is a capital expenditure, being a cost of a type prop rly chargeable to a capital account under general federal income tax principles; and (d) Lessee will use any reimbursement payment for general operating expenses and not in a manner which could be construed as an artifice or device under Treasury Regulation § 1 148 -10 to avoid, in whole or in part, arbitrage yield restrictions or arbitrage re ate requirements. Section 4. Use and Investment of Funds; Temporary Period. 4 1 Lessee has incurred or will incur, within six months from the date of issuance of the Financing Documents, binding obligations to ay an amount equal to at least five percent (5 %) of the Principal Amount toward the costs of the Equipment. An obligation is not binding fit is subject to contingencies within Lessee's control. The ordering and acceptance of the items of Equipment will proceed with ue diligence to the date of final acceptance of the Equipment. 4.2. An amount equal to at least eighty-five percent (85 %) of the Principal Amount will be expended to pay the cost of the Equipment by the end of the three -year period commencing on the date of this Certificate. No portion of the Principal Amount will be used to acq ire investments that do not carry out the governmental purpose of the Financing Documents and that have a substantially guaranteed yiel• of four (4) years or more. 4.3 (a) Lessee covenants and agrees that it will rebate an amount equal to excess eamings on the Principal Amount to the Inte al Revenue Service if required by, and in accordance with, Section 148(f) of the Code, and make the annual determinations and maintain he records required by and otherwise comply with the regulations applicable thereto. (b)Lessee reasonably expects to cause the Equipment to be acquired and placed in service within one (1) month of the date of issuanc- of the Financing Documents. If the entire Principal Amount has not been expended on the Equipment by the date that is the six -mo th anniversary of the issuance of the Financing Documents, Lessee will provide evidence to Lessor that the rebate amount has been calcula ed and paid to the Internal Revenue Service in accordance with Section 148(f) of the Code. (c) Lessee hereby covenants that (i) Lessee is a governmental unit with general tax powers; (ii) the Lease is not a "private activity bo d" under Section 141 of the Code; (iii) at least ninety-five percent (95 %) of the Principal Amount is used for the governmental activitie of Lessee; and (iv) the aggregate principal amount of all tax- exempt obligations (including the Lease) issued by Lessee and its subordi te entities, if any, during the current calendar year is not reasonably expected to exceed $5,000,000 Accordingly, the rebate requirement- of Section 148(f) of the Code are treated as being met, in lieu of the spending exceptions set forth in paragraph (b) above. Section 5. No Private Use; No Consumer Loan. 5 1 Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. Specifically, Lessee will not permit more t an ten (10 %) of the Principal Amount to be used for a Private Business Use (as defined herein) if, in addition, the payment of more than en percent (10 %) of the Principal Amount plus interest earned thereon is, directly or indirectly, secured by (i) any interest in property use II or to be used for a Private Business Use or (ii) any interest in payments in respect of such property or derived from any payment in respec of property or borrowed money used or to be used for a Private Business Use. In addition, if both (A) more than five percent (5 %) of the Principal Amount is used as described above with respect to Private Business Use and (B) more than five percent (5 %) of the Principal Amount plus interest earned thereon is secured by Private Business se property or payments as described above, then the excess over such five percent (5 %) (the "Excess Private Use Portion ") will be used for a Private Business Use related to the governmental use of the Equipment. Any such Excess Private Use Portion of the Principal Amount '11 not exceed the portion of the Principal Amount used for the governmental use of the particular project to which such Excess Private se Portion is related. For purposes of this paragraph 5 1, "Private Business Use" means use of bond proceeds or bond financed -prop directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a nat al person, excluding, however, use by a state or local governmental unit and excluding use as a member of the general public. 5.2. No part of the Principal Amount or interest earned thereon will be used, directly or indirectly, to make or finance any loans to n n- governmental entities or to any governmental agencies other than Lessee. Section 6. No Federal Guarantee. 6.1 Payment of the principal or interest due under the Financing Documents is not directly or indirectly guaranteed, in whole or in part, by the United States or an agency or instrumentality thereof. 6.2. No portion of the Principal Amount or interest earned thereon shall be (i) used in making loans the payment of principal or interest of which are to be guaranteed, in whole or in part, by the United States or any agency or instrumentality thereof, or (ii) invested, directly or indirectly, in federally insured deposits or accounts if such investment would cause the financing under the Financing Documents to be "federally guaranteed" within the meaning of Section 149(b) of the Code. 6 1/27/2011 BQ -NESC. DOC /rev.5 /00 /cic Section 7. Miscellaneous. 7 1 Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents in form and subs . ce satisfactory to comply with the registration requirements of Section 149(a) of the Code unless Lessor or its assignee agrees to act as Lessee's agent for such purpose. 7.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount and interest earni gs thereon for a period of five years after payment in full under the Financing Documents. 7.3 To the best of the undersigned's knowledge, information and belief, the above expectations are reasonable and there are no o er facts, estimates or circumstances that would materially change the expectations expressed herein. IN WITNESS WHEREOF, this Tax Agreement and Arbitrage Certificate has been executed on behalf of Lessee as of Janu: 31, 2011 PUEBLO, A MUNICIPAL CORPORATION, Lessee _________,A. By. Name: Sam Azad Title: Director of Finance This is counterpart No. d' of 0--'serially numbered, manually execute counterparts of this document. To the extent that this Lease Agreement c nstitut( chattel paper under the Uniform Commercial Code, a security interest in is Leas Agreement may be created through the transfer and possession of Counter art No. only without the need to transfer possession of any other original or counterpart c copy of this Lease Agreement or any original or counterpart or copy of an exhibit. addenda, schedules, certificates, riders or other documents and instruments execute and delivered in connection with this Lease Agreement. 7 1/27/2011 :8 Q -NE S C. DDC/rev. 5 /00 /cIc ,r I. Jerry M. Pacheco ( 1) r aj 200 South Main Street City Manager Pueblo, CO 81013 4 ,�Il �r�d5 r Jenny M Eickel nan 1q ' {�N����j��i�1�� l� �'� "� i° Phone (719) 553 -26 5 Assistant City Manager r R Fax (719) 553 -26.8 =ORt OR,if 0 MA4C1 189U i ‘‘ ' . 11( - „a 2010 Office of the City Manager MEMORANDUM TO Lori Bravo -Neff, Deputy City Cler FROM. Jerry M. Pacheco, City Manag DATE. January 26, 2011 SUBJECT Appointment During Absence of City Clerk Pursuant to my authority under Article 4 of the Charter of the City of Pueblo, during the absence of City Clerk Gina Dutcher from January 26, 2011 through January 28, 2011, you are hereby appointed Acting City Clerk with the same power to execute and attest instruments as the City Clerk. 'v Gina Dutcher MMC �° i Daryl Payne, CMC City Clerk (J '?� , Municipal Records Coordinator ( Lori Bravo -Neff '. Becky Dierksen Deputy City Clerk "I Senior Clerk Typist 200 S Main Street 1 E k` I� 111i kill Pueblo, Colorado 81003 ,,,, r, j � n,:n f11,1■,/1 www.pueblo us (719) 553 -2669 (719) 553 -2697 (FAX) zr 87111 huh OFFICE OF THE CITY CLERK TO WHOM IT MAY CONCERN I, Lori Bravo -Neff, Acting City Clerk of the City of Pueblo, Colorado, do hereby certify that the attached is a true and correct copy of Resolution No 12038 passed and approved by the City Council of Pueblo, Colorado on December 27, 2010 and that I am entrusted with the safekeeping of the original IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Seal of the City of Pueblo, Colorado, this 27th day of January, 2011 (S �, °,a , IA if.■ i \V et, . Lor Bravo -Neff Y ``‘ V i# 'If Actin City Clerk Nrai RESOLUTION NO 12038 A RESOLUTION APPROVING THE PURCHASE OF TWO TRIPLE COMBINATION FIRE PUMPER TRUCKS AND AUTHORIZING THE PURCHASING AGENT TO EXECUTE A PURCHASE AGREEMENT FOR SAME WHEREAS, proposals for two (2) new Triple Combination Fire Pumpers have been solicited, received, evaluated and a proposal selected, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1 A bid award for the purchase of two (2) new 4- Person, 4 -Door Cab and Chassis Triple Combination Fire Pumpers (the "Trucks "), for a purchase price not to exceed $727,006 18, is hereby made to The Sutphen Corporation, an Ohio Corporation, subject to (a) negotiation of a definitive Purchase Agreement therefore in substantially the form attached hereto ( "Purchase Agreement "), and (b) approval of a lease purchase agreement for one of said Trucks SECTION 2 Upon approval of a final Purchase Agreement as to form by the City Attorney, the Purchasing Agent is hereby authorized to execute said Purchase Agreement for and on behalf of Pueblo, a Municipal Corporation, and the City Clerk shall affix the seal of the City thereto and attest same SECTION 3 The purchase price of $363,503 09 for one of the Trucks shall be paid from Account No CD1016, and the purchase price of $363,503 09 for the other Truck shall be paid pursuant to a lease- purchase agreement to be approved by City Council by separate Resolution, which lease- purchase agreement may, but is not required to, provide for advance payment of the first lease payment which is authorized to be paid from Account No CD1016 () 0, INTRODUCED December 27, 2010 ` BY Judy Weaver `�' COUNCILPERSON APPROVED Guru.. Cc� 'R ' RESIDENT OF CITY COUNCIL ATTESTED BY __ _ CITY CLERK PURCHASE AGREEMENT THIS AGREEMENT entered this 27th day of December, 2010 by and between Pueblo, a Municipal Corporation (hereinafter referred to as the "City ") and The Sutphen Corporation, an Ohio corporation (hereinafter referred to as "Company ") In consideration of the payment of the fixed purchase price for the vehicles, apparatus and equipment as provided herein, Company agrees to furnish and deliver to City, complete in every respect, the vehicles, equipment and apparatus listed below, in accordance and fully complying with and subject to the terms, conditions and requirements set forth in this Purchase Agreement and the Request for Quotations and Specifications referenced below - Request for Quotation and Specifications Project No. 10 -096 Two (2) Triple Combination Fire Pumpers Description of Vehicles, Price Delivered in Quantity Equipment and Apparatus Pueblo, Colorado 1 4- Person, 4 -Door Sutphen Triple Combination Pumper $363,503 09 1 4- Person, 4 -Door Sutphen Triple Combination Pumper $363,503 09 TOTAL $727,006.18 The Parties hereby agree to the following terms and conditions. 1 Except as expressly modified by written Exceptions to the Specifications submitted by the Company as part of its Bid Proposal submitted to the City in response to and in accordance with the above referenced Request for Quotation and Specifications, including any clarifications and addenda thereto (hereinafter collectively referred to as the "Specifications "), and in any addenda issued with respect to the Specifications, the terms, conditions, covenants, requirements and other provisions set forth in the Specifications are incorporated by reference as part of this Purchase Agreement, and the Pumper vehicles, equipment and apparatus furnished hereunder (collectively, the "vehicles ") shall fully comply therewith. In the event of any conflict between said Specifications and the terms of this instrument, this instrument shall control, in the event of any conflict between the Specifications and any product literature of Company, or any custom or usage, or standards of any trade association or group relating to the vehicles, apparatus, or equipment purchased hereinafter, this instrument and the Specifications shall control. 2. The vehicles, equipment and apparatus furnished hereinafter shall fully conform with all rules, regulations and standards adopted by the United States Department of Transportation (DOT) in effect on the date of this Purchase Agreement, and with the most current edition of the National Fire Protection Association Guidelines for Automotive Fire Apparatus published prior to the date of this Purchase Agreement. Company shall test the Pumper vehicles per NFPA #1901 at Company's plant site in Amblin, Ohio, and the same shall pass the test prior to delivery - Page 1 - 3 (a) The vehicles, equipment and apparatus shall be delivered by Company, at Company's expense, to City, at such place within the City of Pueblo, Colorado as shall be designated by the City's Purchasing Agent, within the period between the Early Delivery Date and Deadline as set forth below. Early Deadline Items Delivery Date (outside Delivery Date) (2) Triple Comb /n Pumpers June 1, 2011 July 1, 2011 The delivery deadline for any item shall only be extended by City for delay in delivery caused by (A) unavailability of materials due to war or national emergency, (B) unavailability of transportation for the Pumper vehicles from Amblin, Ohio to Pueblo, Colorado caused by strike, (C) nuclear detonation, or (D) catastrophic acts of God affecting the availability of materials or labor critical to the timely manufacture and the delivery of the vehicles, equipment and apparatus. (b) Time is of the essence with respect to delivery of the vehicles, equipment and apparatus under this Purchase Agreement. (c) Risk of loss shall be upon Company until delivery of items in Pueblo and acceptance of same by City Acceptance shall be made by City only if the items conform to this Purchase Agreement and the Specifications, and satisfactorily pass the Performance Test and Requirements set forth in the Specifications. 4 A competent representative of Company shall, upon City's request, provide necessary instruction to City's employees as to the operation and use of the vehicles, equipment and apparatus, in Pueblo, Colorado, and at no additional charge to City 5 Payment to Company shall be made at the following time and in the following manner In one lump sum payable after execution of this Purchase Agreement and prior to January 31, 2011 If payment is not made by such date, this Purchase Agreement shall be deemed terminated and of no effect, and both parties shall be released from all obligations hereunder; provided, however, at City's sole option, City may elect to purchase only one (1) of the vehicles for the single unit price of $367,794 02 payable in one lump sum on or before January 1, 2011, in which event this Purchase Agreement shall remain in effect as to said vehicle only 6 Company shall pay for all royalties and licensing of patents for any patented material or product used by Company or incorporated into the vehicles, equipment and apparatus purchased under this Purchase Agreement. Company shall also indemnify, defend and hold City harmless against any and all claims that the vehicles, equipment and apparatus, or any part or portion thereof, infringe upon any patent. City shall (a) Promptly notify Company of any claim for which indemnification may be sought, (b) cooperate fully in the defense of such claim provided that such cooperation shall not require the incurring of any expense on the part of City, and (c) permit Company to settle or compromise such claim on terms and conditions which, in good faith, it determines to be appropriate; provided, however, that any settlement shall not result in any cost or expense to City nor result in the City being deprived of the use of the vehicles, equipment and apparatus or any part or portion thereof, unless Company furnishes to City at Company's expense substitute vehicles, equipment and apparatus reasonably comparable to the infringing vehicles, equipment or apparatus. - Page 2 - 7 This Purchase Agreement and the rights, title and interests of the parties therein, shall not be assigned or transferred by either party, except upon prior written consent of the other party; provided, however, that Company herein provides and grants such consent to City assigning and transferring this Purchase Agreement and its rights hereunder, or a portion thereof, to any third party leasing or financing source with whom the City agrees, on City's behalf, to provide payment to Company of amounts owed or to be owed by City to Company hereunder, or otherwise relating to City's leasing or financing of vehicles, equipment and apparatus contemplated hereby, and Company hereby agrees to execute all documents reasonably necessary to effect such assignment. In the event of any such assignment by City, City may also assign Company's Performance Bond. 8 This Purchase Agreement, including the specifications incorporated by reference , and including the Performance Bond to be furnished by Company and warranties required by the foregoing, constitute the entire agreement between the parties, and there are no representations, conditions, or collateral agreements, expressed or implied, with respect to this Purchase 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 Purchase Agreement. This Purchase Agreement may not be modified or changed in any way except by written agreement signed by the persons authorized to sigh agreements on behalf of Company and City The Performance Bond shall name City and any third party leasing or finance source selected by City as joint - obligees. 9 This Purchase Agreement shall be governed by the laws of the State of Colorado and shall be construed in accordance therewith. The parties agree that venue for all actions or causes of action relating to or arising from this Purchase Agreement, or the vehicles, equipment and apparatus purchased hereunder, shall be in Pueblo County, Colorado All such actions filed in the District Court, County of Pueblo, State of Colorado, and the parties submit to the jurisdiction of that Court. CITY OF PUEBLO, a Municipal Corporation THE SUTPHEN CORPORATION l I By _ rr 2 C / 17 President of the City Court cr r4 Dr ew v S t,O I e ri1 Attest: r Name. City Clerk g P Title er es %U e. 11i Balance of Appropriation Exis Funds Are Available ethLY"Ctit /1/4•*-- -4x__Director of Finance Approved as to form. City Attorney' - Page 3 - Gina Dutcher MMC Daryl Payne CMC City Clerk ( , DI I � 1�ltiv Municipal Records Coordinator Lori Bravo -Neff I '` Becky Dierksen Deputy City Clerk ;, " ' Senior Clerk Typist 200 S. Main Street 1 : ''' 'h i'Vll fi,'.:1 r= "-y Pueblo, Colorado 81003 „� oa�;ol� M��” www.pueblo.us (719) 553 -2669 19 553-2697 ( 7 ) 553 2697 FAX - (FAX) ;171711 i i%il�f:�;�"F^4' �.', . �; 11 111 OFFICE OF THE CITY CLERK TO WHOM IT MAY CONCERN I, Lori Bravo -Neff, Acting City Clerk of the City of Pueblo, Colorado, do hereby certify that the attached is a true and correct copy of Resolution No 12066 passed and approved by the City Council of Pueblo, Colorado on January 24, 2011 and that I am entrusted with the safekeeping of the original IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Seal of the City of Pueblo, Colorado, this 27th day of January, 2011 (SEAL)_ _. V L _3,t6.4..) 40-t117 >l o 1 t ` �' Lori Bravo -Neff v 4 0 ,� 4 / ` , Acting City Clerk / '71- - _ M;i / RESOLUTION NO 12066 A RESOLUTION APPROVING A MASTER LEASE AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND SUNTRUST LEASING CORPORATION, APPROVING AN EQUIPMENT SCHEDULE WITH RESPECT THERETO, AUTHORIZING EXECUTION THEREOF BY THE PRESIDENT OF THE CITY COUNCIL, AND AUTHORIZING THE EXECUTION AND DELIVERY OF ALL OTHER DOCUMENTS REQUIRED THEREWITH BY THE CITY MANAGER, AND AUTHORIZING ALL OTHER ACTION NECESSARY TO THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS RESOLUTION WHEREAS, the City of Pueblo, a municipal corporation (hereinafter "City ") is a Colorado home rule city duly organized and existing under and by virtue of Article XX of the Colorado Constitution, and is authorized thereby to purchase and lease personal property for its municipal purposes for the benefit of City and its inhabitants and to enter into contracts with respect thereto, and WHEREAS, City desires to purchase, acquire and lease certain firefighting equipment constituting personal property necessary for the City to perform essential governmental functions, and WHEREAS, in order to acquire such equipment, City proposes to enter into a Master Lease Agreement (the "Agreement ") and separate Equipment Schedule (collectively, the "Lease ") with Suntrust Leasing Corporation, a Virginia Corporation or a subsidiary thereof (the "Lessor "), in substantially the form as attached hereto as Exhibits "A ", and "B ", and WHEREAS, City Council, as the governing body of the City, deems it for the benefit of City and for the efficient and effective administration thereof to enter into the Lease for the purchase, acquisition and leasing of the equipment therein described on the terms and conditions therein provided, and WHEREAS, the funds made available under the Lease will be applied to the acquisition of the equipment in accordance with the terms of such Lease, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1 The form, terms and provisions of the Agreement and the separate Equipment Schedule, as provided in the Agreement, are hereby approved in substantially the form attached hereto with such insertions, omissions and changes as shall be approved by the President of City Council and the City Attorney, the execution of such documents being conclusive evidence of such approval, and the President of the City Council is hereby authorized and directed to execute the Agreement and said Equipment Schedule and any related Exhibits attached thereto and to deliver the Agreement and Equipment Schedule, and the City Clerk is authorized and directed to attest same and affix the seal of the City thereto SECTION 2 The City Manager is authorized and directed to take all action necessary or reasonably required by the parties to the Agreement and Equipment Schedule to carry out, give effect to and consummate the transactions contemplated thereby (including the execution and delivery of Acceptance Certificates, Payment Requests, any Tax Agreement and Arbitrage Certificate, and Incumbency Certificate each with respect to the Equipment Schedule, as contemplated in the Agreement) and to take all action necessary in conformity therewith, including, without limitation, the execution and delivery of any closing and other documents required to be delivered in connection with the Agreement and such Equipment Schedule and Addendum SECTION 3 The Agreement and such Equipment Schedule and Addendum, are expressly made subject to sufficient appropriations being made therefore in each fiscal year after 2011 Nothing contained in this Resolution, the Agreement, and the Equipment Schedule nor any other instrument, shall be construed with respect to the City as incurring a pecuniary liability or charge upon the general credit of the City or against its taxing power, nor shall the breach of any agreement contained in this Resolution, the Agreement or such Equipment Schedule or any other instrument or document executed in connection therewith impose any pecuniary liability upon the City or any charge upon its general credit or against its taxing power, except to the extent that the rental payments payable under each Lease are special limited obligations of the Lessee as provided in such Lease Nothing in the Agreement or such Equipment Schedule and Addendum is intended, nor shall it be construed, to create any multiple - fiscal year direct or indirect debt or other financial obligation whatsoever of the City SECTION 4 The City Manager and Director of Finance of the City are each hereby designed to act as authorized representatives of the City for purposes of the Agreement and such Equipment Schedule until such time as the City Council shall designate any other or different authorized representative for purposes of the Agreement, and such Equipment Schedule SECTION 5 This Resolution shall be effective immediately upon final passage and approval INTRODUCED January 24, 2011 ‘S Larry Atencio r�► � 13 y \ C• CIL -ERSON v MOar APPROVED 1' l�l......■ -‘14 PRESI '' N I OF CITY COUNCIL ATTESTED = ' .��� _ -- . k CITY CLERK EXHIBIT D Lease No. 06304 Equipment Schedule: 02 INCUMBENCY CERTIFICATE I do hereby certify that I am the duly elected or appointed and acting City Clerk of PUEBLO, A MUNICIP L CORPORATION, a political subdivision duly organized and existing under the laws of the State of Colorado, that I have custody of e records of such entity, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of such en pity holding the offices set forth opposite their respective names. I further certify that (i) the signatures set opposite their respective names and titles are their true and authentic signatures and ii) such officers have the authority on behalf of such entity to enter into that certain Master Lease Agreement dated as of December 14, 2107 between such entity and SUNTRUST EQUIPMENT FINANCE & LEASING CORP NAME TITLE A SIGN , URE Ray Aguilera President of City Council Ili% ova / 1 ' g arir ' Jerry M. Pacheco City Manager Azad Director of Finance - ��F IN WITNESS WHEREOF, I have duly executed this certificate as of this 2,'?' la of JViY2v l , Zo (1 By' &ca_ Nam : Gina- Duteher LDrt 43raV Title: Git*Clock- A ding 0 I• l C ICYk_ This is counterpart No. of serially numbered, man ally execute counterparts of this document. To the extent that this Lease Agreem-nt constitute chattel paper under the Uniform Commercial Code, a security interes in this Leas Agreement may be created through the transfer and possession of Co nterpart No. only without the need to transfer possession of any other original or counterpart copy of this Lease Agreement or any original or counterpart or copy Of any exhibit: addenda, schedules, certificates, riders or other documents and instruments execute and delivered in connection with this Lease Agreement. 9 imnoi rsQ- NESC.DOC/rev 5 /00 /cic f9 I` 2)I �11 ('i( _ LJ 1, (111111111)1 � (r CITY OF PUEBLO 503 N MAIN STREET SUITE 203 TELEPHONE (719)562 899 PUEBLO COLORADO B1003 DEPARTMENT OF LAW FAX NO (71 9)544 007 January 31, 2011 SUNTRUST EQUIPMENT FINANCE & LEASING CORP 300 East Joppa Road, 7th Floor Towson, Maryland 21286 Re Master Lease Agreement dated as of December 14, 2007 and Amendment No 01, Amendments to Lease Documents dated January 31, 2011 (collectively, the "Agreement ") by and between Suntrust Equipment Finance & Leasing Corp. ( "Lessor ") and Pueblo, a Municipal Corporation ( "Lessee ") Ladies and Gentlemen. We have acted as counsel to Lessee with respect to the Agreement described above and various related matters, and in this capacity have reviewed a duplicate original or certified copy thereof and Equipment Schedule No 02 executed pursuant thereto (together with the Agreement, the "Lease ") The terms capitalized in this opinion but not defined herein shall have the meanings assigned to them in the Lease Based upon the examination of these and such other documents as we have deemed relevant, it is our opinion that 1 Lessee is a political subdivision of the State of Colorado (the "State ") within the meaning of Section 103(c) of the Internal Revenue Code of 1986, as amended, and is duly organized, existing and operating under the Constitution and laws of the State 2. Lessee is authorized and has the power under applicable law to enter into the Lease, and to carry out its obligations thereunder and the transactions contemplated thereby 3 The Lease has been duly authorized and executed, and when delivered by and on behalf of Lessee, and assuming due execution thereof by Lessor, will constitute a legal, valid and binding obligation of Lessee enforceable in accordance with its terms and the terms of Resolution No 12066 of the City Council of Pueblo, except as enforcement thereof may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles, and subject further to lawful appropriations therefor being made in fiscal years of Lessee subsequent to 2011 4 Based upon representations made to me by responsible employees of Lessee, the authorization and execution of the Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all applicable open meeting, public records, public bidding and all other applicable laws, rules and regulations of the State 5 The obligations of Lessee to make rental payments being subject to annual appropriation, the execution of the Lease and the appropriation of moneys to pay the Rental Payments coming due thereunder do not and will not result in the violation of any constitutional, statutory or other limitation relating to the manner, form or amount of indebtedness which may be incurred by Lessee 6 There is no litigation, action, suit or proceeding pending or before any court, administrative agency, arbitrator or governmental body of which the City has actual notice that challenges the organization or existence of Lessee, the authority of Lessee or its officers or its employees to enter into the Lease, the proper authorization and /or execution of the Lease or the documents contemplated thereby, the appropriation of moneys to make Rental Payments under the Lease for the current Fiscal Year of Lessee, or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby To the best of our knowledge, no such litigation, action, suit or proceeding is threatened. 7 Based upon representations made to me by responsible employees of Lessee, the Equipment is personal property, and when used by Lessee will not be or become fixtures under the laws of the State 8 Resolution No 12066 of the City Council, as the governing body of Lessee, was duly and validly adopted by such governing body on January 24, 2011, and such resolution has not been amended, modified, supplemented or repealed and remains in full force and effect. This opinion may be relied upon by the addressee hereof and its successors and assignees of interests in the Lease, but only with regard to matters specifically set forth herein. Very truly yours, Thomas lorczak City Attorney hp EXHIBIT G-1 Lease No. 06? 04 Equipment Schedule: 02 DATE. January 31, 2011 TO 9644n9turatiee ' U ? ZN Sc/Yllda Ge. Attn: Ralph Williams Phone #7194544.2533 .5 - 6 IS 37 Email: , / ` � con f r(.6orJC S�eN tehdb/h7� // d Gentlemen: PUEBLO, A MUNICIPAL CORPORATION has entered into a Master Lease Agreement dated as of December 14, 2007 with SUNTRUST EQUIPMENT FINANCE & LEASING CORP In accordance with the Agreement, Lessee certifies that it has instruc ed the insurance agent named above to issue: a. All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate of Insurance and Long Form 1 ss Payable Clause naming SUNTRUST EQUIPMENT FINANCE & LEASING CORP and /or its assigns as Loss Payee The Coverage Required is $363,503.09 b. Public Liability Insurance evidenced by a Certificate of Insurance naming SUNTRUST EQUIPMENT FINANCE & LEASING CORP and /or its assigns as Additional Insured. The following minimum coverage is required: Liability. $ 500,000.00 per person Liability - Bodily Injury• $1,000,000.00 aggregate Liability - Property Damage: $1,000,000.00 property damage liability PROPERTY (1) ONE STEPHEN FOUR PERSON, FOUR DOOR CAB & CHASSIS TRIPLE COMBINATION FIRE PUMP DR LOCATION: FIRE STATIONS WITHIN THE CITY OF PUEBLO, CO Upon issuance of the coverage outlined above, please mail a certificate of insurance to SUNTRUST EQUIPME T FINANCE & LEASING CORP., 300 East Joppa Road, 7 Floor, Towson, Maryland 21286. Your courtesy in issuing and forwarding the requested certificate at your earliest convenience will be appreciated. Very truly yours, PUEBL , MUN IPAL CORPORATION This is counterpart No. c. of serially numbered, manually e ecute By ` counterparts of this document. To the extent that this Lease Agreement constitute Name: Agin ra , chattel paper under the Uniform Commercial Code, a security interest in this Leas Title: President of City e.uncil Agreement may be created through the transfer and possession of Counterpart No. Date: only without the need to transfer possession of any other original or counterpart 2 /2,0 I I copy of this Lease Agreement or any original or counterpart or copy of any i xhibit: ,J addenda, schedules, certificates, riders or other documents and instruments execute and delivered in connection with this Lease Agreement. 11 1127/2011.EQ- NESC.DOC /rev.5 /00%Ic ACORD CERTIFICATE OF LIABILITY INSURANCE DATE MAMMY) 01/28/2011 PRODUCER LIC #N /A 1 -303- 757 -5475 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFO CIRSA ONLY AND CONFERS NO RIGHTS UPON THE CE - IFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXT ND OR 3665 Cherry Creek North Drive ALTER THE COVERAGE AFFORDED BY THE POLICIES c ELOW. Denver, CO 80209 INSURERS AFFORDING COVERAGE INSURED INSURER A: CIRSA City of Pueblo c/o HUB International INSURER B: RS= Indemnity Company P 0 Box 58 INSURER C: Pueblo, CO 81002 INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITH` ANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE IS. UED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS •F SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR POLICY EFFECTIVE POLICY EXPIRATION 1 TR TYPE OF INSURANCE POLICY NUMBER DATF IMMAIf/ /YYI DATE (MMIDIVYY1 LIMITS A GENERAL LIABILITY LIAB 01 -2011 01/01/11 01/01/12 EACH OCCURRENCE $ 5 000 000 X COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (Any one fire) $ 5, 000 000 X CLAIMS MADE OCCUR MED EXP An one person $ 0 X $10m E &O Aggregate PERSONAL &ADVINJURY $ 5,000 000 GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS COMP /OP AGG $ 5 000 000 POLICY PRO LOC A AUTOMOBILE LIABILITY LIAB 01-2011 01/01/11 01/01/12 COMBINED SINGLE LIMIT X ANY AUTO (Eascddent) $ 1 500 000 ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY NON•ON/NED AUTOS (Per acddent) PROPERTY DAMAGE (Per acddent) GARAGE LIABILITY AUTO ONLY EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY AGG $ EXCESS LIABILFEY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND TORY LIM TS O ER EMPLOYERS' LIABILITY E.L. EACH ACCIDENT $ E.L. DISEASE EA EMPLOYE: $ E.L. DISEASE POLICY LIMIT $ OTHER B Excess Property NRD369812 01/01/11 01/01/12 Pool Limit $500,000 000 A Property PR 01 - 2011 01/01/11 01/01/12 $ 500,000 DESCRIPTION OF OPERATIONS /LOCATIONSNEHICLESIEXCLUSIONB ADDED BY ENDORSEMENT /SPECIAL PROVISIONS Certificate Holder is Additional Insured on Liability Policies if required by contract and Loss Payee on Prop =rty Master Lease Agreement for a 2011 Sutphen Four person, Four door, cab & chassis Triple Combo Firepumper - $363 503 09 CERTIFICATE HOLDER Y ADDITIONAL INSURED; INSURER LETTER: A CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE ' PIRATION SunTruat Equipment Finance & Leasing Corp DATE THEREOF THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAY WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT BUT FAILURE TO DO 80 SHALL 300 8aet Joppa Road, 7th Floor IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER. ITS AGENTS OR REPRESENTATIVES. Towson, MD 21286 AUTHORIZED REPRESENTATIVE ,,�,// , USA t a'Y 4 all 1 EXHIBIT G -2 Lease Number 06304 Equipment Schedule: 02 QUESTIONNAIRE FOR SELF - INSURANCE TO MASTER LEASE AGREEMENT In connection with the Master Lease Agreement (the "Agreement "), dated as of December 14, 2007, made and entered into by and betw en SUNTRUST EQUIPMENT FINANCE & LEASING CORP., as Lessor (the "Lessor "), and the lessee identified below, as Lessee (the "Lessee "), Lessee warrants and represents to Lessor the following information. The terms capitalized herein but not defined herein shall have the meanings assigned to them in the Agreement. 1 Properly Insurance. �,��, a. Lessee is self - insured for damage or destruction to the Equipment. �l{'( (� -� `1't ' YES NO (circle one) If yes, the dollar amount limit for property damage to the Equipment under the Lessee's self - insurance program is $ . b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self - insurance limits for property damag to the Equipment as indicated above. YES NO (circle one) If yes, the umbrella policy provides coverage for all risk property damage. YES NO (circle one) If yes, the dollar limit for property damage to the Equipment under such umbrella policy is $ 2. Liability Insurance a. Lessee is self - insured for liability for injury or death of any person or damage or loss of property arising out of or relating to the condition or operation of the Equipment. YES NO (circle one) If yes, the dollar limit for such liability claims under the Lessee's self - insurance program is $ b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self - insurance limits for liability including injury or death of persons or damage to property as indicated above. YES NO (circle one) If yes, the umbrella policy provides coverage for liabilities for injury and death to persons as well as damage or loss of property arising out of or relating to the condition or operation of the Equipment. YES NO (circle one) If yes, the dollar amount of the umbrella policy's limits for such liability coverage is $ 3A. Self Insurance Fund. a. Lessee maintains a self - insurance fund. YES NO (circle one) If yes, please complete the following: Monies in the self - insurance fund are subject to annual appropriation. YES NO (circle one) The total amount maintained in the self - insurance fund to cover Lessee's self - insurance liabilities is $ b. Amounts paid from the Lessee's self - insurance fund are subject to limitations for each claim. YES NO (circle one) If yes, the dollar amount of limit per claim is $ 12 1r27n01 1 sQ- NESC.DOC/rev.5/00 Ic 3B. No Self Insurance Fund. a. If Lessee does not maintain a self - insurance fund, please complete the following: Lessee obtains funds to pay claims for which it has self - insured from the following sources: b. The limitations on the amounts payable for claims from the above sources are as follows: 4. Authoritv a. The following entity or officer has authority to authorize payment for claim: b. In the event the entity or officer named in the prior response denies payment of a claim, does the claimant have recourse to another administrative officer, agency or the courts? YES NO (circle one) If yes, to whom does the claimant have recourse? 5. Certificates of Insurance. Attached hereto are copies of certificates of insurance with respect to policies maintained by Lessee. IN WITNESS WHEREOF, Lessee has caused this Questionnaire to be executed as a supplement to the representations of Lessee in ;he Agreement by its duly authorized officer PUEBLO, A MUNICIPAL CORPORATION, Lessee By Name: Ray Ailera tt Title: Presidqnt of city Council Date: i 1 31 / 2v I I Telephone: 719/553-2655 Facsimile: 719/553-2698 Attachment This is counterpart No a of c:-. serially numbered, manually executed counterparts of this document. To the extent that this Lease Agreement constitutes chattel paper under the Uniform Commercial Code, a security interest in tiis Lease Agreement may be created through the transfer and possession of Counterpart No. 1 only without the need to transfer possession of any other original or counterpart or copy of this Lease Agreement or any original or counterpart or copy of any exhibits, addenda, schedules, certificates, riders or other documents and instruments executed and delivered in connection with this Lease Agreement. 13 imnoi isQ- rEsc.00arev.siooioie SUNTRUST EQUIPMENT FINANCE & LEASING CORP ADDENDUM TO EQUIPMENT SCHEDULE NO. 02 TO MASTER LEASE AGREEMENT (LEASE NO. 06304) RELATING TO SELF - INSURANCE THIS ADDENDUM is made as of January 31, 2011, between SUNTRUST EQUIPMENT FINANCE & LEASING CORP ( e "Lessor ") and PUEBLO, A MUNICIPAL CORPORATION (the "Lessee "). Recitals A. Lessor and Lessee have entered into a Master Lease Agreement dated as of December 14, 2007 (the "Agreement "). B. Lessee desires to lease equipment described in Equipment Schedule No. 02 to the Agreement (the "Equipment ") and Lessee as requested that Lessor lease such Equipment to Lessee. C. With respect to Equipment Schedule No. 02, Lessee has requested that Lessor permit it to provide self - insurance for liability claims . d property damage. D Lessor is willing to grant Lessee's request subject to the following terms and conditions. NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein and in the Agreement, i is hereby agreed as follows: 1 The terms capitalized in this Addendum but not defined herein shall have the meanings assigned to them in the Agreement. 2. Lessee hereby represents and warrants that all representations and warranties contained in the Agreement are true and correct as of the date hereof and that neither a Non - Appropriation nor any Event of Default or event which, with the passage of time or giving of notice or both, would constitute an Event of Default has occurred under the Agreement. 3 All other terms and conditions of the Agreement not specifically amended by this Addendum shall remain in full force . d affect and are hereby ratified and confirmed by Lessee. 4 Lessee represents and warrants that all representations and warranties contained in the Questionnaire for Self- Insurance to Master Lease Agreement (the "Questionnaire ") are true and correct as of the date hereof. 5 Lessor acknowledges receipt of the Questionnaire and, in reliance upon the information provided therein, agrees that Les • ee may satisfy the requirements of Sections 7 1 through 7.3 of the Agreement with respect to Equipment Schedule No. 02 through s. lf- insurance. 6. By written notice to Lessee, Lessor may revoke its agreement relative to Equipment Schedule No. 02 to accept self- insura ce in lieu of the insurance required by Section 7 1 through 7.3 of the Agreement at any time during the related Lease Term when Les. or deems itself insecure with respect to such self - insurance. Within thirty (30) days of receipt of notice from Lessor, Lessee agrees to ob : in insurance in compliance with Section 7 1, 7.2 and 7.3 of the Agreement and provide evidence thereof to Lessor IN WITNESS WHEREOF, the parties by their duly authorized officers have executed this Addendum as of the date and year first above written. PUEBLO, A MUNICIPAL CORPORATION, SUNTRUST EQUIPMENT FINANCE & LEASING CORP Lessee Lessor By , . v L . A A.A By Name: Ray ilera Name: Donald S. Keough Title: Presi nt of t Council Title: Vice President Date: 1 .31 2011 Date: This is counterpart No. C) of -. serially numbered, manually executed tmnousQ rrtasc.noarev.siomcm 14 counterparts of this document. To the extent that this Lease Agreement constitutes chattel paper under the Uniform Commercial Code, a security interest in this Lease Agreement may be created through the transfer and possession of Counterpart No. 1 only without the need to transfer possession of any other original or counterpart or copy of this Lease Agreement or any original or counterpart or copy of any exhibits, addenda, schedules, certificates, riders or other documents and instruments executed and delivered in connection with this Lease Agreement. [PAGE TO BE REPLACED BY UCC FINANCING STATEMENT] 15 1/27!201 I:BQ•NESC.DOC/rev.5 /00 /cle SCHEDULE A TO FINANCING STATEMENT OF PUEBLO, A MUNICIPAL CORPORATION, AS DEBTOR, AND SUNTRUST EQUIPMENT FINANCE & LEASING CORP., AS SECURED PARTY Continuation of Collateral Description The financing statement to which this Schedule A is attached covers the types of property described on the face of such financing statement and all of the Debtor's right, title and interest in and to (collectively, the "Collateral "): (1) ONE STEPHEN FOUR PERSON, FOUR DOOR CAB & CHASSIS TRIPLE COMBINATION FIRE PUMPER (a) the equipment described in Equipment Schedule No. 02 dated as of January 31, 2011 (the "Equipment Schedule ") to he Master Lease Agreement dated as of December 14, 2007 (the "Agreement," and together with the Equipment Schedule, the "Leas ") between Debtor, as lessee, and Secured Party, as lessor, as such Lease may be amended, modified or supplemented from time to ti e; and (b) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, pu ch cards, data processing software, transaction files, master files and related property and rights (including computer and periph.ral equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and (c) to the extent not included in the foregoing, all repairs, replacements, substitutions and modifications and all proceeds . d products of any or all of the foregoing, whether existing on the date hereof or arising hereafter 1 6 I/27/2011 .13Q- NESC.DOC /rev.5 /00 /cic ® Information Return for Tax - Exempt Governmental Obligations Form • Under Internal Revenue Code section 149(e) OMB No. 1545 - 0720 (Rev May 2010) ■ See separate instructions. Department of the Treasury Caution: If the issue price is under $100,000, use Form 8038 -GC. Internal Revenue Service Part I Reporting Authority If Amended Return, check here ® ❑ 1 issuer's name 2 Issuer's employer identification number (EIN Pueblo, A Municipal Corporation 84 6000615 3 Number and street (or P.O. box if mail is not delivered to street address) Room /suite 4 Report number (For IRS Use Only) #1 City Hall Place 1 3 1. I,, 5 City town, or post office, state, and ZIP code 6 Date of issue Pueblo, CO 81003 January 31, 2011 7 Name of issue 8 CUSIP number Master Lease Agreement No. 06304, Equipment Schedule No. 02 9 Name and title of officer of the issuer or other person whom the IRS may call for more information 10 Telephone number of officer or other person Naomi Hedden ( 719 ) 553 -2343 Part II ( Type of Issue (enter the issue price) See instructions and attach schedule 11 Education 11 12 Health and hospital 12 13 Transportation 13 14 Public safety 14 363,503 09 15 Environment (including sewage bonds) 15 16 Housing 16 17 Utilities 17 18 Other Describe I> 18 19 If obligations are TANs or RANs, check only box 19a I. ❑ If obligations are BANs, check only box 19b ® 20 If obligations are in the form of a lease or installment sale, check box It. ❑P -; Pa III Description of Obligations. Complete for the entire issue for which this form is being filed. (a) Final maturity date (b) Issue price to Stated redem (d) Wei (e) Yield price at maturity average maturity 21 01/15/2018 $ 363,503.09 $ 4.0661 years 2.8250 % 'Part IV Uses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest 22 23 Issue price of entire issue (enter amount from line 21 column (b)) 23 24 Proceeds used for bond issuance costs (including underwriters discount) 24 7 25 Proceeds used for credit enhancement 25 26 Proceeds allocated to reasonably required reserve or replacement fund 26 , 27 Proceeds used to currently refund prior issues 27 28 Proceeds used to advance refund prior issues 28 ; 29 Total (add lines 24 through 28) 29 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) . . 30 Part u Description of Refunded Bonds (Complete this part only for refunding bonds.) 31 Enter the remaining weighted average maturity of the bonds to be currently refunded I> years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded • years 33 Enter the last date on which the refunded bonds will be called (MM /DD/YYYY) I> 34 Enter the date(s) the refunded bonds were issued • (MM /DD/YYYY) For Privacy Act and Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S Form 8038 - (Rev 5 -2410) I Form 8038 -G (Rev 5 -2010) Pag , 2 PartVl'. Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract — (GIC) (see instructions) 36a b Enter the final maturity date of the GIC ► " 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other t Er, governmental units 37a 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 designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ► m 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box • ❑ 40 If the issuer has identified a hedge, check box • ❑ Under penalties of perjury I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowlec ge Signature and belief, they are true, cor ct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary and to process this return, rson that I have authorized above. c� Consent A, 1- p(.,J ti Sam Azad, Director of Finance Signature of L. uer's authorized representative Date Type or print name and title Preparer's Date Check if Preparer's SSN or PTIN Paid signature self - employed ❑ Preparer's Firms name (or EIN Use Only yours if self - employed), address, and ZIP code Phone no. ( ) Form 8038-6 (Rev 5 -2010) This is counterpart No of � serially numbered, manually executed counterparts of this document. To the extent that this Lease Agrecm i nt constitutes chattel paper under the Uniform Commercial Code, a security interest in this Lease Agreement ma} be created through the transfer and possession of Counterpart No. I 001) without the need to transfer possession of any other original or 4ounterpart or copy of this Lease Agreement or any original or counterpart or copy of any exhibits, addenda, schedules, certificates, riders or other documents and instruments executed and delivered in connection with this Lease Agreement. 0 ƒ tii 0 -o § W # m m z m 2 2ƒ 0 0 § z 2 �� 4 § Uzi .71 R � 2 2 LU 0 > 2 z c % m § 0 C3 g z a « R z Lu M a I m O. ƒ % / c % - § § C CL o « . , « k� $ v) E w i.: q I 0- M z q \ 0 UJ u m ± W E $ c $ } )- e 3a2\ gm I 7 o £ k ~ o uJ O. I" a u o ƒ § a. C4 ? u C4 I k / / z E & c § _ § \ 0 0 \ 2 { in ® e D 3 14 O ( \ c k E \ 0 0 CO$ k $ o 7 / o ° A m o >§ w co to & q \ 7 a) S ƒ ƒ o Q 0. \ \ / f Ti: i o = = Tr $ q » \ $ \ z / o VI O w o m = C a 5 S §_ -$ 4_ c w - o \ § 2 f CL f 2 </ 2 -.1 0 f LU 2 § \ IA CC i ° ° G z v§ Q o e m Q 2 e < 4" R 4 \1' ? t 2 , 2 y / // 0 . » z it o. S T E ' FAMILY OWNED a SINCE 1890 Information for wiring funds to Sutphen Corporation. Company Name Sutphen Corporation Account Number 7282794572 Bank Name Fifth Third Bank ABA Number 042000314 Revised 9/15/2009 Sutphen Corporation PO Box 158 • Amlin, OH 43002 0158 6450 Eiterman Road • Dublin, OH 43016 -8711 Tel 614 889 1005 • Toll Free 800 848 5860 • Fax 614 889 0874 r ,,,, i l j ,;, ,,,,,,,, SUTPHE FAMILY OWNED a SINCE 1890 Information for sending ACH transfers to Sutphen Corporation. Company Name Sutphen Corporation Account Number 7282794572 Bank Name Fifth Third Bank ABA Number 044002161 Revised 9/15/2009 Sutphen Corporation PO Box 158 • Amlin, OH 43002 0158 6450 Eiterman Road • Dublin, OH 43016 -8711 Tel 614 889 -1005 • Toll Free 800 848 5860 • Fax 614 889 0874