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Home My WebLink About12388RESOLUTION NO. 12388 A RESOLUTION APPROVING A MASTER LEASE AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND SUNTRUST EQUIPMENT FINANCE AND LEASING CORP., APPROVING EQUIPMENT SCHEDULE NO. 04 AND ADDENDUM TO EQUIPMENT SCHEDULE NO. 04, AND APPROVING AN ESCROW AGREEMENT, 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, the City desires to purchase, acquire and lease certain new park maintenance equipment constituting personal property necessary for the performance of park functions; and WHEREAS, in order to acquire such equipment, City proposes to enter into a Master Lease Agreement, including Amendment No. 1 (the “Agreement”) and separate Equipment Schedule No. 4, including Addendum to Equipment Schedule No. 4 (collectively, the “Lease”) with SunTrust Equipment Financing and Leasing Corp., a Virginia Corporation or a subsidiary thereof (the “Lessor”), and Escrow Agreement with the Escrow Agent in substantially the form as attached hereto; 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 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 and Escrow Agreement; 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, including the Addendum, 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, including the Addendum, 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, including the Addendum. SECTION 3. The Agreement and such Equipment Schedule, including the Addendum, are expressly made subject to sufficient appropriations being made therefore in each fiscal year after 2012. 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, including the 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: April 23, 2012 BY: Sandy Daff COUNCIL PERSON Background Paper for Proposed RESOLUTION DATE: AGENDA ITEM # M-1 April 23, 2012 DEPARTMENT: Finance Department Sam Azad, Director Parks and Recreation Department Creighton Wright, Director Information Technology Department Lori Pinz, Director TITLE A RESOLUTION APPROVING A MASTER LEASE AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND SUNTRUST EQUIPMENT FINANCE AND LEASING CORP., APPROVING EQUIPMENT SCHEDULE NO. 04 AND ADDENDUM TO EQUIPMENT SCHEDULE NO. 4, AND APPROVING AN ESCROW AGREEMENT, 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 maintenance equipment for the Parks and Recreation Department, and Honor Farm, and a lease/purchase agreement for wireless network equipment, the installation and equipment for network and computer connectivity access to Honor Farm properties? RECOMMENDATION Approval of the Resolution. BACKGROUND Existing mowers and other park maintenance equipment within the Parks and Recreation Department and Honor Farm are becoming ongoing maintenance issues due to their age and hours of use. The oldest mower in the park system is over 15 years old and is routinely down for repairs. The average useful lifespan of a commercial mower in a municipal or golf course environment is 5 to 7 years. Late last year, when 2012 budget discussions began, Parks Department Administration, Parks Maintenance staff sat down and discussed the possibility of replacing mowers and equipment by a lease/purchase option. In 2007, the City of Tucson, AZ established a national cooperative purchasing agreement for grounds maintenance equipment with the National Intergovernmental Purchasing Alliance and the TORO Company. Rather than having to go out for a competitive bid for this equipment, the City has partnered with a Colorado TORO distributor to take advantage of this cooperative agreement. This Resolution approves a lease/purchase agreement for acquisition of fourteen new mowers, two utility vehicles, two core aerators, one spike aerator, one slice aerator, two infield utility vehicles, and three tractors with attachments. In addition, this Resolution approves the lease/purchase of one track rubber machine with 100 HP tractor, one street broom, one ¾ ton pickup, and three golf carts to be used by the Honor Farm Enterprise. A wireless network system, including network switches and wireless access points, will also be added to the Honor Farm Enterprise which is a requirement to host national events at the Pueblo Motorsports Park. This connectivity will place the Motorsports Park onto the City’s network providing access to data, e-mail internet services, and the City’s phone system. IT has partnered with Parks and Recreation to deliver city technology services via this wireless system. Where appropriate, bid proposals were sought and received for the equipment referenced in the Resolution. Vendors were chosen based upon careful consideration of the proposals submitted in response to a request for proposals and/or based upon their special qualifications. FINANCIAL IMPACT The ground maintenance equipment and the wireless network equipment financing package total $1,247,105.35 which will be amortized over five years. The Parks Department and Honor Farm Enterprise will make lease payments through their operating budget. The City’s obligation under the equipment lease shall be subject to annual appropriation by the City Council. Payment schedule for the lease/purchase payments, including interest at 1.835%, is as follows: 2/01/2013 $262,145.10 2/01/2014 $262,145.10 2/01/2015 $262,145.10 2/01/2016 $262,145.10 2/01/2017 $262,145.10 The City’s obligation under the equipment lease shall be subject to annual appropriation by the City Council. PUEBLO, A MUNICIPAL CORPORATION INDEX TO LEGAL DOCUMENTS NON -BANK- QUALIFIED NON - ESCROW Master Lease Agreement; On File, dated 12/14/2007 Exhibit A - Equipment Schedule No. 04; 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 — Escrow Agreement, with its Schedule A; 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. 4/12/2012: BQ -NESC. DOC /rev.5 /00 /cic SUNTRUST EQUIPMENT FiNANCE & LEASING CORP. AMENDMENT NO. 01 AMENDMENT TO LEASE DOCUMENTS THIS AMENDMENT TO LEASE DOCUMENTS dated as of this Mal day of January. $Q11(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 MUNICIPA CORPORATION its successors and .permitted assigns ("Lessee "), amends that certain Master Lease Agreement No. DAN/ dated as of December 14. 2007 (the "Lease "), all of the Equipment Schedules or Promissory Notes entered Into pursuant thereto and all of the other documents and agreements entered into in connection therewith by and between SunTrust Leasing Corporation and Lessee, as amended or otherwise modified (hereinafter collectively 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. Eastem 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 receipt 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 be replaced with " SUNTRUST EQUIPMENT FINANCE & LEASING_GORE." 2. AMENDMENT. The Master Lease Agreement is hereby revised as follows: The following paragraph shall be Peleteci as Section 3.4 of the Agreement ,pectign 3.4 Non- spbstitutlon. If this Agreement is terminated by Lessee in accordance with Section 3.2, to the extent 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 be performed by its own employees or by any agency or entity affiliated with or hired by Lessee, for a period of one year following such termination; provided, fit, 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 Prepayment Prices relating thereto as set forth in the Equipment Schedules; or to the extent the application of these restrictions is unlawful and would affect the validity of this Agreement. The following paragraph shall be =Wad 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 328 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 (Ansrtl.BunTnmt4.sasaaro purrnoq (OOI00) } � k i3 t accomplish this Lessor will obtain, verify and record information that Identifies business and /or municipal entities that open 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 legal business/municipal name, physical address, taxpayer identification number and other information that will allow for Lessor to verify Lessee's identity. The information requested may include documents, such as statutes, resolutions, and your charter, Articles of Incorporation, and/or other formative documents as may be reasonable and/or customary for Lessee'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 govemed 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: :.:''.. ---� �iSEAL] By: ' j ` ^�'�, j t Il L4- (SEAL] Name: Donald S. Keough Name: Ray s+Sra Iera Title: Vice President Tide: President of Council • This is counterpart No. of 2 serially numbered, manually execute counterparts of this document. To the extent that thls Lease Agreement constituU 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, to ithout the need to transfer possession of any other original oc come/pert t copy of this Lease Agreement or any original or counterpart or copy or any exhibit. addenda, schedules, certificates, riders or other documents and instruments execute and delivered in connection with this Lease Agreement. MAK:357245.3.01/21n 1 2 r t { f f Y y } � Z r EXHIBIT A EQUIPMENT SCHEDULE NO. 04 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 entirety, 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 the meanings assigned to them in the Agreement. EQUIPMENT GROUP The cost of the Equipment Group to be funded by Lessee under this Lease is $1,247,105.35 (the "Acquisition Cost "). The Equipment Group consists of the following Equipment which has been or shall be purchased from the Vendor(s) named below for the prices set forth below: VARIOUS EQUIPMENT AND ACCESSORIES, SEE ATTACHED EXHIBIT A — EQUIPMENT LIST The Equipment Group is or will be located at the following address(es). Prior to relocation of the Equipment Group or any portion thereof during the Lease Term, Lessee will provide written notice to Lessor: VARIOUS EQUIPMENT WILL BE HOUSED AT ONE OF THE TWO LOCATIONS LISTED: Pueblo Motorsports Park, 3733 N. Pueblo Blvd, and 800 Goodnight Avenue, Pueblo, CO 81005 PUEBLO, A MUNICIPAL CORPORATION, SUNTRUST EQUIPMENT FINANCE & LEASING CORP., Lessee Lessor By iA /, . ,/ / By: N: me: f is K. Kau r an NampVGre ry Fa Title: City Counci President Title: Vice President Date: Lf - B — tZ Date: Address: 200 South Main Street 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 At test • /04- C' ; , ° / ! ` ` T his is counte art No. of Lj seriall numbered manuall execute i At / G counterpart 1 serially manually I \�� '�, / counterparts of this document. To the extent that this Lease Agreement constitute i w,I +� chattel paper under the Uniform Commercial Code, a security interest in this Leas s Agreement may be created through the transfer and possession of Counterpart No. �� I�. only, without the need to transfer possession of any other original or counterpart c 1�ai A ' copy of this Lease Agreement or any original or counterpart or copy of any exhibit b addenda, schedules, certificates, riders or other documents and instruments execute and delivered in connection with this Lease Agreement. 2 4 /12/2012:BQ- NESCDOC /revs /00 /cic — LAST PARKS EQUIPMENT TO BE "FINANCED xt.. , - �� .. � >. � WHERE VENDOR / EQUIPMENT DESCRIPTION EQUIPMENT WILL QT UNIT PRICE TOTAL PRICE BE LOCATED LL Johnson Groundsmaster 5900 mower w /accessories Parks Department 4 $79,754.84 $319,019.36 Groundsmaster 4000 -D mower w /accessories Parks Department 7 $54,526.08 $381,682.56 Groundsmaster 7210/72" w /accessories Parks Department 3 $20,941.13 $62,823.39 Flashing Strobes for all mowers Parks Department 14 $193.00 $2,702.00 Toro Aerator Parks Department 2 $7,998.59 $15,997.18 Infield Pro 5040 Parks Department 2 $25,307.43 $50,614.86 Rahn Infield Groomer (For Infield Pro) Parks Department 2 $2,849.00 $5,698.00 Kubota Utility Vehicle Parks Department 2 $23,156.28 $46,312.56 AGRI -vator Spike Aerator w /seed box and roller Parks Department 1 $23,510.00 $23,510.00 AERA -vator Slice Aerator w /80" shaft and roller Parks Department 1 $14,890.00 $14,890.00 John Deere 5075M Utility Tractor w /blade Parks Department 2 $49,491.06 $98,982.12 John Deere 5085M Utility Tractor Parks Department 1 $50,321.19 $50,321.19 John Deere Flail Mower - Center Pull Parks Department 1 $4,509.21 $4,509.21 Less Trade -in ($10,000.00) Sub -total $1,067,062.43 TORO Volume Discount ($30,000.00) Grand Total to LL Johnson $1,037,062.43 HONOR FARM /PMP EQUIPMENT LEASE /PURCHASE `' JSL Vehicle Group Master Distributor, LLC Race Track Preparation Equipment w /Kubota Tracto Honor Farm 1 $125,450.00 $125,450.00 Wagner Rents Highway style broom Honor Farm 1 $21,670.00 $21,670.00 Faricy Ford 3/4 ton Crew Cab Pickup Honor Farm 1 $22,050.00 $22,050.00 Masek Golf Carts of Colorado Golf Cart - six passenger Honor Farm 0 $8,965.00 $0.00 Golf Cart - four passenger w /fold down seat Honor Farm 3 $5,555.00 $16,665.00 $16,665.00 West -Tech Wireless Connectivity to PMP Honor Farm 1 $24,207.92 $24,207.92 Grand Total PMP Equipment $210,042.92 ' "5+`r'` � '�Rws�'� ,�°Su'T�+��*'�"t +r;tas+t { �s,, «'9" ,�w� v �' k 'de �*:' � y . �. #s �: „Fi s``�'� '� k�� Tb vir mane Amo talg onu3 � } � �� -� .g: e, SUNTRUST EQU IPMENT ,FINANCE & LEASING CORP DISBURSEMENT AUTHORIZATION April 30, 2012 SunTrust Equipment Finance & Leasing Corp. 300 E. Joppa Road, 7 Floor Towson, Maryland 21286 Gentlemen: In connection with Equipment Schedule No. 04 to that certain Master Lease Agreement No. 06304 dated December 14, 2007 executed between SunTrust Equipment Finance & Leasing Corp. and the Lessee identified below, Lessee hereby directs SunTrust Equipment Finance & Leasing Corp. to wire transfer the monies as follows at closing: Destination Information: Bank Name SunTrust Bank - Richmond Bank ABA Number 061000104 Account Number 9443001321 Account Name Escrow Services Richmond Attention Matt Ward 804 - 782 -7182 Dollar Value $1247,105.35 Reference Pueblo, A Municipal Corporation Lessee warrants the funds are for deposit into the Proceeds Account. Moneys on deposit in the Proceeds Account shall be used solely for payment of the Equipment and for no othernpurpose. PUEBLO, A MUNICIPAL CORPORATION, Lessee By: mod( , t<1/ N. me: s . Kauf an Title: City C uncil resident Date: 36 -la 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 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. PAY PROCEEDS / DISBURSEMENT (11/99) Lease No.: 06304 Equipment Schedule: 04 ACCEPTANCE CERTIFICATE I, the undersigned, hereby certify that I am the duly qualified and acting officer of the Lessee identified below and, with respect 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 good working order and is fully operational and has been fully accepted by Lessee on or before the date indicated below: 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 payment 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 title 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 payment 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 the event such invoice prices have been previously paid by Lessee. 5. Final Acceptance Certificate. This Acceptance Certificate constitutes final acceptance of all of the Equipment identified in the Equipment Schedule described above. Lessee certifies that upon payment in accordance with paragraph 4 above, or direction to the Escrow Agent (if applicable) to make payment, Lessor shall have fully and satisfactorily performed all of its covenants and obligations under the Lease. [CHECK BOX IF APPLICABLE.] PUEBLO, A MUNICIPAL CORPORATION, Lessee • : Name: Chris K. Ka fman Title: City Council President Date: This is counterpart No. _1of 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 addenda, schedules, certificates, riders or other documents and instruments execute and delivered in connection with this Lease Agreement. 3 4 /12/2012:BQ- NESC.DOC /rev. 5/00/cic Lease Number: 06304 Equipment Schedule: 04 PAYMENT SCHEDULE The Funding Date with respect to the above referenced Equipment Group shall be April 30, 2012. 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 1.8350 %. Lessee will make Rental Payments each consisting of Principal and Interest as set forth below for a term of 58 months. The first Rental Payment is due on February 1, 2013 and subsequent payments are due annually on like date thereafter. Payment Payment Payment Principal Interest Prepayment Number Date Amount Component Component Price* 0 4/30/2012 0.00 0.00 0.00 1,247,105.35 1 2/1/2013 262,145.10 244,918.24 17,226.86 1,002,187.11 2 2/1/2014 262,145.10 243,754.97 18,390.13 758,432.14 3 2/1/2015 262,145.10 248,227.87 13,917.23 510,204.27 4 2/1/2016 262,145.10 252,782.85 9,362.25 257,421.42 5 2/1/2017 262,145.10 257,421.42 4,723.68 0.00 Totals 1,310,725.50 1,247,105.35 63,620.15 PUEBLO, A MUNICIPAL CORPORATION, Lessee By: Name: C K. Ka r an Title: • ". ' r Presid= t Dat:. 4 /, . 741/ 4 '- , -12_ * After payment of Rental Payment due on such date. This is counterpart No. of 1 / 4 4 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 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. Q 4 /1212012;RQ -NESC. DOC /rev.5 /00 /cic EXHIBIT B -1 [Escrow] Lease Number: 06304 Equipment Schedule: 04 TAX AGREEMENT AND ARBITRAGE CERTIFICATE This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this "Certificate ") is issued by PUEBLO, A MUNICIPAL CORPORATION ( "Lessee ") in favor of SUNTRUST EQUIPMENT FINANCE & LEASING CORP., ( "Lessor ") in connection with that certain Master Lease Agreement dated as of December 14, 2007 (the "Agreement "), by and between Lessor and Lessee. The terms 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 the financing of certain equipment (the "Equipment ") to be acquired by Lessor and leased to Lessee pursuant to and in accordance with the Equipment Schedule referenced above (the "Equipment Schedule ") executed under the Agreement (together with all related documents executed pursuant thereto and contemporaneously herewith, the "Financing Documents "). As described in the Financing Documents, Lessor shall apply $1,247,105.35 (the "Principal Amount ") toward the acquisition of the Equipment and Lessee shall make Rental Payments 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 and executing the Financing Documents, pursuant to the resolution or other official action of Lessee adopted with respect to the Financing 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 and installing the Equipment which is essential to the governmental functions of Lessee, which Equipment is described in the Equipment Schedule. The Principal Amount will be deposited in escrow by Lessor on the date of issuance of the Financing Documents and held by SUNTRUST BANK, as escrow agent (the "Escrow Agent ") pending acquisition of the Equipment under the terms of that certain Escrow Agreement dated as of April 30, 2012, (the "Escrow Agreement "), by and between Lessor and Escrow Agent. 1.4. Lessee will timely file for each payment schedule issued under the Lease a Form 8038 -G (or, if the invoice price of the Equipment 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 "). 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 payment 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 within 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 the 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 intended 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 the 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 were entered into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and installing the 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 than 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 for 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 following conditions have been satisfied: (a) Lessee adopted a resolution or otherwise declared its official intent in accordance with Treasury Regulation § 1.150 -2 (the "Declaration of Official Intent "), wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing for all or a portion of the cost of the Equipment, which expenditure was paid to the Vendor not earlier than sixty (60) days before Lessee adopted the 5 4/ 12 /2012:EQ- NESC,DOC /rev.5 /00 /cic Declaration of Official Intent; (b) The reimbursement being requested will be made by a written allocation before the later of eighteen (18) months after the 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 properly 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 rebate requirements. Section 4. Use and Investment of Funds; Temporary Period. 4.1. Lessee has incurred or will incur, within six (6) months from the date of issuance of the Financing Documents, binding obligations to pay an amount equal to at least five percent (5 %) of the Principal Amount toward the costs of the Equipment. An obligation is not binding if it is subject to contingencies within Lessee's control. The ordering and acceptance of the items of Equipment will proceed with due 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 acquire investments that do not carry out the governmental purpose of the Financing Documents and that have a substantially guaranteed yield of four (4) years or more. 4.3. (a) Lessee covenants and agrees that it will rebate an amount equal to excess earnings on the Principal Amount deposited under the Escrow Agreement to the Internal Revenue Service if required by, and in accordance with, Section 148(0 of the Code, and make the annual determinations and maintain the records required by and otherwise comply with the regulations applicable thereto. Lessee reasonably expects to cause the Equipment to be acquired by October 30, 2013. (b) Lessee will provide evidence to Lessor that the rebate amount has been calculated and paid to the Internal Revenue Service in accordance with Section 148(0 of the Code unless (i) the entire Principal Amount is expended on the Equipment by the date that is the six - month anniversary of the Financing Documents or (ii) the Principal Amount is expended on the Equipment in accordance with the following schedule: At least fifteen percent (15 %) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within six months from the date of issuance of the Financing Documents; at least sixty percent (60 %) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within 12 months from the date of issuance of the Financing Documents; and one hundred percent (100 %) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment prior to eighteen (18) months from the date of issuance of the Financing Documents. (c) Lessee hereby covenants that (i) Lessee is a governmental unit with general tax powers; (ii) the Lease is not a "private activity bond" under Section 141 of the Code; (iii) at least ninety-five percent (95 %) of the Principal Amount is used for the governmental activities of Lessee. Section 5. Escrow Account. The Financing Documents provide that the monies deposited in escrow shall be invested until payments to the vendor(s) or manufacturer(s) of the Equipment are due. Lessee will ensure that such investment will not result in Lessee's obligations under the Financing Documents being treated as an "arbitrage bond" within the meaning of Section 148(a) of the Internal Revenue Code of 1986, as amended (the "Code "), respectively. Any monies which are earned from the investment of these funds shall be labeled as interest earned. All such monies will be disbursed on or promptly after the date that Lessee accepts the Equipment. Section 6. No Private Use; No Consumer Loan. 6.1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. Specifically, Lessee will not permit more than 10% of the Principal Amount to be used for a Private Business Use (as defined herein) if, in addition, the payment of more than ten percent (10 %) of the Principal Amount plus interest eamed thereon is, directly or indirectly, secured by (i) any interest in property used 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 respect 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 Use 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 will not exceed the portion of the Principal Amount used for the governmental use of the particular project to which such Excess Private Use Portion is related. For purposes of this paragraph 6.1, "Private Business Use" means use of bond proceeds or bond financed- property 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 natural person, excluding, however, use by a state or local governmental unit and excluding use as a member of the general public. 6.2. No part of the Principal Amount or interest earned thereon will be used, directly or indirectly, to make or finance any loans to non- governmental entities or to any governmental agencies other than Lessee. 6 4 /12/2012:BQ -NESC. DOC /rev.S /00 /cic Section 7. No Federal Guarantee. 7.1. 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. 7.2. 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. Section 8. Miscellaneous. 8.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents in form and substance 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. 8.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount and interest earnings thereon for a period of five (5) years after payment in full under the Financing Documents. 8.3. To the best of the undersigned's knowledge, information and belief, the above expectations are reasonable and there are no other 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 April 30, 2012. PUEBLO, A MUNICIPAL CORPORATION, Lessee B . / ;f.. Dame: s K. Kau I. an -: City Council 'resident This is counterpart No. of `^y 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 addenda, schedules, certificates, riders or other documents and instruments execute and delivered in connection with this Lease Agreement. 4/12/201213Q- NESC.DOC /rev 5 /00 /cic 7 • RESOLUTION NO. 12388 A RESOLUTION APPROVING A MASTER LEASE AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND SUNTRUST EQUIPMENT FINANCE AND LEASING CORP., APPROVING EQUIPMENT SCHEDULE NO. 04 AND ADDENDUM TO EQUIPMENT SCHEDULE NO. 04, AND APPROVING AN ESCROW AGREEMENT, 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, the City desires to purchase, acquire and lease certain new park maintenance equipment constituting personal property necessary for the performance of park functions; and WHEREAS, in order to acquire such equipment, City proposes to enter into a Master Lease Agreement, including Amendment No. 1 (the "Agreement ") and separate Equipment Schedule No. 4, including Addendum to. Equipment Schedule No. 4 (collectively, the "Lease ") with SunTrust Equipment Financing and Leasing Corp., a Virginia Corporation or a subsidiary thereof (the . "Lessor "), and Escrow Agreement with the Escrow Agent in substantially the form as attached hereto; 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 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 and Escrow Agreement; 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, including the Addendum, 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, including the Addendum, 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, including the Addendum. SECTION 3. The Agreement and such Equipment Schedule, including the Addendum, are expressly made subject to sufficient appropriations being made therefore in each fiscal year after 2012. 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, including the 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. .ry ! , - ' Cfr i I ;41\ q INTRODUCED April 23, 2012 cs � !' ; 4 , � t BY Sandy Daff 1 O i Cou per on e • 4.- 4 a ° / APPROVE `'` t o le ; ► : �L/, A / � P - n 16E OF CITY COUNCIL ATTESTED BY: ■Pg:..„.. TY CLERK t EXHIBIT C -1 [Escrow] Lease Number: 06304 Equipment Schedule: 04 RESOLUTION OF GOVERNING BODY At a duly called me tin of the vernik body of Lessee held in accordance with all applicable legal requirements, including open meeting laws, on the ay of � l at) 04he following resolution was introduced and adopted: RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER LEASE AGREEMENT, EQUIPMENT SCHEDULE NO. 04, AN ESCROW AGREEMENT, AND RELATED INSTRUMENTS, AND DETERMINING OTHER MATTERS IN CONNECTION THEREWITH. WHEREAS, the governing body of PUEBLO, A MUNICIPAL CORPORATION, ("Lessee") desires to obtain certain equipment (the "Equipment ") described in Equipment Schedule No. 01 to the Master Lease Agreement (collectively, the "Lease ") with SUNTRUST EQUIPMENT FINANCE & LEASING CORP., the form of which has been available for review by the governing body of Lessee prior to this meeting; and WHEREAS, the Equipment is essential for the Lessee to perform its governmental functions; and WHEREAS, the funds made available under the Lease will be deposited with SUNTRUST BANK (the "Escrow Agent ") pursuant to an Escrow Agreement between Lessee and the Escrow Agent (the "Escrow Agreement ") and will be applied to the acquisition of the Equipment in accordance with said Escrow Agreement; and WHEREAS, Lessee has taken the necessary steps, including those relating to any applicable legal bidding requirements, to arrange for the acquisition of the Equipment; and WHEREAS, Lessee proposes to enter into the Lease with SUNTRUST EQUIPMENT FINANCE & LEASING CORP. and the Escrow Agreement with the Escrow Agent substantially in the forms presented to this meeting. NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF LESSEE AS FOLLOWS: Section 1. It is hereby found and determined that the terms of the Lease and the Escrow Agreement (collectively, the "Financing Documents ") in the forms presented to this meeting and incorporated in this resolution are in the best interests of Lessee for the acquisition of the Equipment. Section 2. The Financing Documents and the acquisition and financing of the Equipment under the terms and conditions as described in the Financing Documents are hereby approved. The City Council President of Lessee and any other officer of Lessee who shall have power to execute contracts on behalf of Lessee be, and each of them hereby is, authorized to execute, acknowledge and deliver the Financing Documents with any changes, insertions and omissions therein as may be approved by the officers who execute the Financing Documents, such approval to be conclusively evidenced by such execution and delivery of the Financing Documents. The City Clerk of the Lessee and any other officer of Lessee who shall have power to do so be, and each of them hereby is, authorized to affix the official seal of Lessee to the Financing Documents and attest the same. Section 3. The proper officers of Lessee be, and each of them hereby is, authorized and directed to execute and deliver any and all papers, instruments, opinions, certificates, affidavits and other documents and to do or cause to be done any and all other acts and things necessary or proper for carrying out this resolution and the Financing Documents. 8 4/12/2012 BQ-NESC DOC /rev.5 /00 /cic The undersigned further certifies that the above resolution has not been repealed or amended and remains in full force and effect and further certifies that the Lease and Escrow Agreement executed on behalf of Lessee are the same as presented at such meeting of the governing body of Lessee, excepting only such changes, insertions and omissions as shall have been approved by the officers who executed the same. PUEBLO, A MUNICIPAL CORPORATION, Lessee By: Name: Chris K. Kau r an Title: O • Presi• -nt D. -: . %l /LLe Attested By: _ Name: Gina tcher Title: City Clerk Date: i I3 This is counterpart No. of `4 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 ( 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 4/12/2012:BQ- NESC.DOC /rev. 5 /00 /cic EXHIBIT D Lease No.: 06304 Equipment Schedule: 04 INCUMBENCY CERTIFICATE I do hereby certify that I am the duly elected or appointed and acting City Clerk of PUEBLO, A MUNICIPAL CORPORATION, a political subdivision duly organized and existing under the laws of the State of Colorado, that I have custody of the records of such entity, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of such entity holding the offices set forth opposite their respective names. I further certify that (i) the signatures set opposite their respective names and titles are their true and authentic signatures and (ii) such officers have the authority on behalf of such entity to enter into that certain Master Lease Agreement dated as of December 14, 2007 between such entity and SUNTRUST EQUIPMENT FINANCE & LEASING CORP.. NAME TITLE • GN: TURE Chris K. Kaufman City Council President w Jerry M. Pacheco City Manager ;_ /� /%� Sam Azad Director of Finance Auk IN WITNESS WHEREOF, I have duly executed this certificate as of this Ada of A t ∎ , a01 By: ' p t b Name:G Dutcher ; ' A e; 4 -- ----- - - - - -- Title: Ci • Clerk ±1 J � 4 `\ i i i This is counterpart No. s- of 4 serially numbered, manually executed , ir•"� � r'��ql� counterparts of this document. To the extent that this Lease Agreement constitutes g1 iil 1 ti° / `! 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. 19 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. 1 4 /12/2012:BQ -NESC. DOC /rev.5 /00 /cic EXHIBIT E CITY OF PUEBLO 503 N. MAIN STREET, SUITE 203 TELEPHONE: (719)562-3899 PUEBLO, COLORADO 81003 DEPARTMENT OF LAW FAX NO. (719)544 April 25, 2012 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. 04 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. 12388 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 therefore being made in fiscal years of Lessee subsequent to 2012. 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 EXHIBIT E 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. 12388 of the City Council, as the governing body of Lessee, was duly and validly adopted by such governing body on April 23, 2012, 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 J. Florczak City Attorney /ki EXHIBIT F Lease No.: Shown on Schedule I Equipment Schedule: Shown on Schedule I SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ESCROW AGREEMENT This ESCROW AGREEMENT, made and entered into as of the Date shown on Schedule 1, by and among SUNTRUST EQUIPMENT FINANCE & LEASING CORP., a Virginia corporation ( "Lessor "), the Lessee named on Schedule I, which is a political subdivision or public body politic and corporate of the State or Commonwealth shown on Schedule I ( "Lessee "), and SUNTRUST BANK, a Georgia banking corporation, as Escrow Agent ( "Escrow Agent "). In consideration of the mutual covenants herein contained, the parties hereto agree as follows: ARTICLE I. DEFINITIONS AND RECITALS Section 1.1. Definitions. The terms defined in this Section 1.1 shall, for all purposes of this Escrow Agreement, have the meanings specified below or on Schedule I. "Acquisition Costs" means, with respect to the Equipment, the contract price paid or to be paid to the person entitled to such payment upon acquisition or delivery of any portion of the Equipment in accordance with the purchase order or contract herefore. Acquisition Costs may include the administrative, engineering, legal, financial and other costs incurred by Lessee in connection with the acquisition, delivery and financing of the Equipment, if approved by Lessor. "Equipment" means the personal property described in the Acceptance Certificate executed pursuant to the Lease, together with any and all modifications, additions and alterations thereto, to be acquired from the moneys held in the Equipment Acquisition Fund. "Equipment Acquisition Fund" means the account by that name established and held by Escrow Agent pursuant to Article II of this Escrow Agreement. "Escrow Agent Fee" has the meaning set forth in Section 6.1 and the amount of such Escrow Agent Fee is shown on Schedule I. "Escrow Agreement" means this Escrow Agreement and any duly authorized and executed amendment or supplement hereto. "Initial Deposit Amount" means the amount shown as the Initial Deposit Amount on Schedule I. "Lease" means the Master Lease, together with the Equipment Schedule identified on Schedule 1, by and between Lessee and Lessor, and any duly authorized and executed amendment or supplement thereto. "Master Lease" means the Master Lease Agreement, dated as of the date shown on Schedule 1, by and between Lessee and Lessor, including any Equipment Schedules entered into thereunder and any duly authorized and executed amendment or supplement thereto. "Payment Request Form" means the document substantially in the form attached hereto as Exhibit A to be executed by Lessee and Lessor and submitted to Escrow Agent to authorize payment of Acquisition Costs. "Qualified Investments" means the ST Leasing — Corp Agency NOW Account, a SunTrust Deposit Account for Escrow customers of SUNTRUST EQUIPMENT FINANCE & LEASING CORP. and SunTrust Bank. By signing this Escrow Agreement, Lessee acknowledges that such Qualified Investment is a permitted investment under any state, county or municipal law applicable to the investment of Lessee's funds. ARTICLE II. APPOINTMENT OF ESCROW AGENT; AUTHORITY Section 2.1. Appointment of Escrow Agent. Lessor and Lessee hereby appoint and employ Escrow Agent to receive, hold, invest and 12 4/ 12 /2012:BQ- NESC.DOC /rev.5 /00 /cIc disburse the moneys to be paid to Escrow Agent pursuant to this Escrow Agreement and to perform certain other functions, all as hereinafter provided. By executing and delivering this Escrow Agreement, Escrow Agent accepts the duties and obligations of Escrow Agent hereunder. Escrow Agent undertakes to perform only such duties as are expressly set forth herein, and no additional duties or obligations shall be implied hereunder. In performing its duties under this Escrow Agreement, or upon the claimed failure to perform any of its duties hereunder, Escrow Agent shall not be liable to anyone for any damages, losses or expenses which may be incurred as a result of Escrow Agent so acting or failing to so act; provided, however, Escrow Agent shall not be relieved from liability for damages arising out of its proven gross negligence or willful misconduct under this Escrow Agreement. Escrow Agent shall in no event incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of legal counsel, which may be counsel to any party hereto, given with respect to any question relating to the duties and responsibilities of Escrow Agent hereunder or (ii) any action taken or omitted to be taken in reliance upon any instrument delivered to Escrow Agent and believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall not be bound in any way by any agreement or contract between Lessor and Lessee, including the Master Lease, whether or not Escrow Agent has knowledge of any such agreement or contract. Section 2.2. Authority. 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 representatives whose signatures are affixed hereto. ARTICLE III. EQUIPMENT ACQUISITION FUND Section 3.1. Equipment Acquisition Fund. Escrow Agent shall establish a special escrow account designated as the "Equipment Acquisition Fund" (the "Equipment Acquisition Fund "), shall keep such Equipment Acquisition Fund separate and apart from all other funds and moneys held by it and shall administer such Equipment Acquisition Fund as provided in this Escrow Agreement. Section 3.2. Deposit. Upon execution of the Lease and delivery to the Lessor by Lessee of all documents required to be delivered thereunder, Lessor shall deposit or cause to be deposited with Escrow Agent an amount equal to the Initial Deposit Amount. Escrow Agent shall credit such amount to the Equipment Acquisition Fund. The Initial Deposit Amount is to be sent by Lessor to Escrow Agent by wire transfer to: SunTrust Bank, Atlanta, Georgia, ABA# 061000104, Account# 9443001321, Account Name: Escrow Services Richmond, Beneficiary as shown on Schedule I, Attention: Matthew Ward. Section 3.3. Disbursements. Escrow Agent shall use the moneys in the Equipment Acquisition Fund from time to time to pay the Acquisition Cost of each item of Equipment, within a reasonable time of receipt with respect thereto of a Payment Request Form executed by Lessor and Lessee. Upon receipt of a Payment Request Form executed by Lessor and Lessee, an amount equal to the Acquisition Cost as shown therein shall be paid directly by Escrow Agent to the person or entity entitled to payment' as specified therein. Although the Payment Request Form may have schedules, invoices and other supporting document attached to it, Lessor will send to Escrow Agent only the page or pages showing the signatures of Lessor and Lessee, the Acquisition Cost and related payment information, without such schedules, invoices or other supporting documentation. Escrow Agent may act and rely upon the signed Payment Request Form without the need to review or verify any such schedules, invoices or other supporting documentation. Section 3.4. Transfers Upon Completion. Unless all of the funds deposited by Lessor in the Equipment Acquisition Fund have been previously disbursed pursuant to Section 3.3 or paid to Lessor pursuant to Section 3.5, on the Ending Date shown on Schedule I, Escrow Agent shall pay upon written direction all remaining moneys in the Equipment Acquisition Fund to Lessor or its assignee for application as a prepayment of the unpaid Principal under the related Lease. Any amounts paid pursuant to this Section 3.4 shall be subject to a prepayment fee equal to two percent (2 %) of such amount. Lessor shall apply amounts received under this Section 3.4 first to unpaid fees, late charges and collection costs, if any, which have accrued or been incurred under the Master Lease, then to overdue Principal and Interest on the Lease and then, in the sole discretion of Lessor, either (i) to Principal payments thereafter due under the Lease in the inverse order of their maturities or (ii) proportionately to each Principal payment thereafter due under the Lease. In the event that Lessor elects to apply any such amounts in accordance with clause (i) of the preceding sentence, Lessee shall continue to make Rental Payments as scheduled in the applicable Payment Schedule. In the event that Lessor elects to apply such amounts in accordance with clause (ii) of this Section 3.4, Lessor shall provide Lessee with a revised Payment Schedule which shall reflect the revised Principal balance and reduced Rental Payments due under the Lease. Capitalized terms used in this Section 3.4, but not defined herein, shall have the meanings given to such terms in the Lease. Escrow Agent shall have no responsibility to see to the appropriate application of any moneys returned under this Section 3.4. Section 3.5. Liquidation. Upon receipt of written notice from Lessor or Lessee that the Lease has been terminated pursuant to Sections 3.2 or 12.2 thereof, Escrow Agent liquidate all investments held in the Equipment Acquisition Fund and transfer the proceeds thereof 13 4/ 122012:BQ- NESC.DOC /rev.5 /00 /cic and all other moneys held in the Equipment Acquisition Fund to Lessor. Section 3.6. Responsible Party. The Lessee shall be responsible for the initiation of the disbursement process pursuant to Section 3.3 hereof. Neither Escrow Agent nor Lessor shall be responsible for any additional monies assessed to Lessee resulting from disbursements made from the Equipment Acquisition Fund. ARTICLE IV. TRUST; INVESTMENT Section 4.1. Irrevocable Trust. The moneys and investments held by Escrow Agent under this Escrow Agreement are irrevocably held in trust for the benefit of Lessor and Lessee, and such moneys, together with any income or interest earned, 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 Lessor or Lessee (other than Lessor's security interest granted hereunder). Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Equipment Acquisition Fund or any part of the Equipment Acquisition Fund or to file any financing statement under the Uniform Commercial Code of any jurisdiction with respect to the Equipment Acquisition Fund or any part thereof. Section 4.2. Investment. Moneys held by Escrow Agent hereunder shall be invested and reinvested by Escrow Agent only in Qualified Investments. Such investments shall be registered in the name of Escrow Agent and held by Escrow Agent for the benefit of Lessor and Lessee. Escrow Agent may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Article IV. Such investments and re- investments shall be made giving full consideration for the time at which funds are required to be available. Any income received on such investments shall be credited to the Equipment Acquisition Fund and any loss on such investments shall be charged to the Equipment Acquisition Fund. Escrow Agent shall not be responsible or liable for any loss suffered in connection with any investment of moneys made by it in accordance with this Article IV. Section 4.3. Disposition of Investments. Escrow Agent shall, without further direction from Lessor or Lessee, sell such investments as and when required to make any payment from the Equipment Acquisition Fund. Section 4.4. Accounting. Escrow Agent shall keep complete and accurate records of all moneys received and disbursed under this Escrow Agreement which shall be available for inspection by Lessor or Lessee, or the agent of either of them, at any time during regular business hours upon prior written request. Escrow Agent shall furnish to Lessor and Lessee no less than quarterly an accounting of all investments and interest and income therefrom. Section 4.5. Termination. This Escrow Agreement shall terminate upon disbursement by Escrow Agent of all moneys held by it hereunder. Notwithstanding the foregoing, this Escrow Agreement shall not be considered to be terminated until all fees, costs and expenses of Escrow Agent have been paid in full. Upon termination, Escrow Agent shall be discharged from all duties and responsibilities under this Escrow Agreement. ARTICLE V. ESCROW AGENT'S AUTHORITY; INDEMNIFICATION Section 5.1. Validity. Escrow Agent may act upon any writing or instrument or signature which it believes to be genuine, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument, and may assume that any person purporting to give any writing, notice, advice or instructions in connection with the provisions hereof has been duly authorized to do so, and Escrow Agent shall be under no duty to make any investigation or inquiry as to any of the foregoing. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited with it, nor as to the identity, authority or right of any person executing the same. Escrow Agent shall be entitled to rely upon any statement, certificate, document or instrument presented to it by or on behalf of Lessee by any of the Lessee's Authorized Representatives shown on Schedule I and shall be entitled to rely upon any such statement, certificate, document or instrument presented to it by any other person who identifies himself or herself as an authorized representative of Lessee. Section 5.2. Use of Counsel and Agents. Escrow Agent may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers. Escrow Agent shall be entitled to advice of counsel concerning all matters of trust and its duties hereunder and shall be paid or reimbursed the reasonable fees and expenses of such counsel, as provided in Section 6.1. Escrow Agent shall not be answerable for the default or misconduct of any such attorney, agent, or receiver selected by it with reasonable care. 1 4 4 /12/2012.BQ -NESC. DOC /rev. 5 /00 /cic Section 5.3. Interpretation. As an additional consideration for and as an inducement for Escrow Agent to act hereunder, it is understood and agreed that, in the event of any disagreement between the parties to this Escrow Agreement or among them or any other persons resulting in adverse claims and demands being made in connection with or for any money or other property involved in or affected by this Escrow Agreement, Escrow Agent shall be entitled, at the option of Escrow Agent, to refuse to comply with the demands of such parties, or any of such parties, so long as such disagreement shall continue. In such event, Escrow Agent shall make no delivery or other disposition of the Equipment Acquisition Fund or any part of the Equipment Acquisition Fund. Anything herein to the contrary notwithstanding, Escrow Agent shall not be or become liable to such parties or any of them for the failure of Escrow Agent to comply with the conflicting or adverse demands of such parties or any of such parties. Escrow Agent shall be entitled to continue to refrain and refuse to deliver or otherwise dispose of the Equipment Acquisition Fund or any part thereof or to otherwise act hereunder, as stated above, unless and until: 1. the rights of such parties have been finally settled by binding arbitration or duly adjudicated in a court having jurisdiction of the parties and the Equipment Acquisition Fund; or 2. the parties have reached an agreement resolving their differences and have notified Escrow Agent in writing of such agreement and have provided Escrow Agent with indemnity satisfactory to Escrow Agent against any liability, claims or damages resulting from compliance by Escrow Agent with such agreement. In the event of a disagreement between such parties as described above, Escrow Agent shall have the right, in addition to the rights described above and at the option of Escrow Agent, to tender into the registry or custody of any court having jurisdiction, all money and property comprising the Equipment Acquisition Fund and may take such other legal action as may be appropriate or necessary, in the opinion of Escrow Agent. Upon such tender, the parties hereto agree that Escrow Agent shall be discharged from all further duties and responsibilities under this Escrow Agreement; provided, however, that the filing of any such legal proceedings shall not deprive Escrow Agent of its compensation hereunder earned prior to such filing and discharge of Escrow Agent of its duties and responsibilities hereunder. The parties hereto jointly and severally agree that, whether under this Section 5.3 or any other provisions of this Escrow Agreement, in the event any controversy arises under or in connection with this Escrow Agreement or the Equipment Acquisition Fund or in the event that Escrow Agent is made a party to or intervenes in any litigation pertaining to this Escrow Agreement or the Equipment Acquisition Fund, to pay to Escrow Agent reasonable additional compensation for its extraordinary services and to reimburse Escrow Agent for all costs and expenses associated with such controversy or litigation, including reasonable attorney's fees. Section 5.4. Limited Liability of Escrow Agent. Escrow Agent shall not be liable in connection with the performance or observation of its duties or obligations hereunder except for in the case of its proven gross negligence or willful misconduct. Escrow Agent shall have no obligation or liability to any of the other parties under this Escrow Agreement for the failure or refusal of any other party to perform any covenant or agreement made by such party hereunder or under the Master Lease, but shall be responsible solely for the performance of the duties and obligations expressly imposed upon it as Escrow Agent hereunder. Section 5.5. Indemnification. Escrow Agent shall have no obligation to take any legal action in connection with this Escrow Agreement or towards its enforcement, or to appear in, prosecute or defend any action or legal proceeding which would or might involve it in any cost, expense, loss or liability unless security and indemnity, as provided in this Section 5.5, shall be furnished. To the extent permitted by applicable law, Lessee agrees to indemnify Escrow Agent and it officers, directors, employees and agents and save Escrow Agent and its officers, directors, employees and agents harmless from and against any and all Claims (as hereinafter defined) and Losses (as hereinafter defined) which may be incurred by Escrow Agent or any of such officers, directors, employees or agents as a result of Claims asserted against Escrow Agent or any of such officers, directors, employees or agents as a result of or in connection with Escrow Agent's capacity as such under this Escrow Agreement by any person or entity. For the purposes hereof, the term "Claims" shall mean all claims, lawsuits, causes of action or other legal actions and proceedings of whatever nature brought against (whether by way of direct action, counterclaim, cross action or impleader) Escrow Agent or any such officer, director, employee or agent, even if groundless, false or fraudulent, so long as the claim, lawsuit, cause of action or other legal action or proceeding is alleged or determined, directly or indirectly, to arise out of, result from, relate to or be based upon, in whole or in part: (a) the acts or omissions of Lessor or Lessee, (b) the appointment of Escrow Agent as escrow agent under this Escrow Agreement, or (c) the performance by Escrow Agent of its powers and duties under this Escrow Agreement; and the term "Losses" shall mean losses, costs, damages, expenses, judgments and liabilities of whatever nature (including but not limited to attorneys', accountants' and other professionals' fees, litigation and court costs and expenses and amounts paid in settlement), directly or indirectly resulting from, 15 4 /I2/2012:BQ -NESC. DOC /rev. 5/00/cic arising out of or relating to one or more Claims. Upon the written request of Escrow Agent or any such officer, director, employee or agent (each referred to hereinafter as an "Indemnified Party"), and to the extent permitted by law, Lessee agrees to assume the investigation and defense of any Claim, including the employment of counsel acceptable to the applicable Indemnified Party and the payment of all expenses related thereto and, notwithstanding any such assumption, the Indemnified Party shall have the right, and Lessee agrees to pay the cost and expense thereof, to employ separate counsel with respect to any such Claim and participate in the investigation and defense thereof in the event that such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to such Indemnified Party which are different from or additional to those available to either Lessor or Lessee. Lessee hereby agrees that the indemnifications and protections afforded Escrow Agent in this Section 5.5 shall survive the termination of this Escrow Agreement. ARTICLE VI. COMPENSATION Section 6.1. Escrow Agent Fee. Escrow Agent and/or Lessor shall be paid by Lessee the Escrow Agency Fees shown on Schedule I for the ordinary services to be rendered hereunder (the "Escrow Agency Fees ") from interest earnings from a deduction taken by Lessor and expressly authorized by Lessee at the time the Escrow Account is closed, and will be paid and/or reimbursed by Lessee upon request for all costs, expenses, disbursements and advances, such as reasonable attorney's fees and court costs, incurred or made by Escrow Agent in connection with carrying out its duties hereunder, including the costs, expenses, disbursements and advances described in Sections 5.2, 5.3 and 6.2. The Escrow Agent Fee and such other costs, expenses, disbursements and advances shall be payable solely from the interest earnings from the Equipment Acquisition Fund. In the event a shortfall occurs, said shortfall shall be the responsibility of Lessee and not the responsibility of Escrow Agent, Lessor, or their agents or assigns. Such shortfall shall be paid by Lessee to Escrow Agent within 30 days following receipt by Lessee of a written statement setting forth such shortfall. Section 6.2. Investment Fees. Escrow Agent shall be entitled to charge reasonable fees and commissions in connection with the investment by it of amounts held in the Equipment Acquisition Fund (the "Investment Fees "). Investment Fees are more fully delineated and defined in any prospectus referenced in or attached to the attached Schedule I. Other Investment Fees may apply for self - directed investment choices or for extraordinary investments outside the Qualified Investment defined herein. Lessor and Lessee hereby authorize Escrow Agent to periodically deduct the Investment Fees from investment earnings on the Equipment Acquisition Fund. Section 6.3. Security for Fees and Expenses. As security for all fees and expenses of Escrow Agent hereunder and any and all losses, claims, damages, liabilities and expenses incurred by Escrow Agent in connection with its acceptance of appointment hereunder or with the performance of its obligations under this Escrow Agreement and to secure the obligation of Lessee to indemnify Escrow Agent as set forth in Section 5.5, Escrow Agent is hereby granted a security interest in and a lien upon the Equipment Acquisition Fund, which security interest and lien shall be prior to all other security interests, liens or claims against the Equipment Acquisition Fund or any part thereof. ARTICLE VII. CHANGE OF ESCROW AGENT Section 7.1. Removal of Escrow Agent. Lessor and Lessee, by written agreement, may by written request, at any time and for any reason, remove Escrow Agent and any successor thereto, and shall thereupon appoint a successor or successors thereto, but any such successor shall have capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000), and be subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to statute or the requirements of any federal or state supervising or examining authority, then for the purposes of this Section 7.1, the combined capital and surplus of such bank or trust company may be conclusively established in its most recent report of condition so published. Section 7.2. Resignation of Escrow Agent. Escrow Agent may resign at any time from it obligations under this Escrow Agreement by providing written notice to the parties hereto. Such resignation shall be effective on the date set forth in such written notice which shall be no earlier than 30 days after such written notice has been given, unless an earlier resignation date and the appointment of a successor Escrow Agent shall have been approved by Lessor and Lessee. In the event no successor escrow agent has been appointed on or prior to the date such resignation is to become effective, Escrow Agent shall be entitled to tender into the custody of a court of competent jurisdiction all assets then held by it hereunder and shall thereupon be relieved of all further duties and obligations under this Escrow Agreement. Escrow Agent shall have no responsibility for the appointment of a successor escrow agent hereunder. Section 7.3. Merger or Consolidation. Any entity into which Escrow Agent may be merged or converted, or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which it shall be a party, or any company to which Escrow Agent may sell or transfer all or substantially all of its corporate trust business (provided that such company shall be eligible under Section 7.1) shall be the successor to Escrow Agent without any execution or filing or further act. 16 4 /12/2012:BQ -NESC. DOC /rev.5 /00 /cIc ARTICLE VIII. ADMINISTRATIVE PROVISIONS. Section 8.1. Notice. All written notices to be given under this Escrow Agreement shall be given by mail, by facsimile or by overnight courier to the party entitled thereto at its contact information specified on Schedule I, or at such contact information as the party may provide to the other parties hereto in writing from time to time. Any such notice shall be deemed to have been received 72 hours after deposit in the United States mail in registered or certified form, with postage fully prepaid, or if given by other means, when delivered at the address or facsimile number specified in Schedule I. Any notice given by any party shall be given to both other parties. Section 8.2. Assignment. Except as expressly herein provided to the contrary, the rights and duties of each of the parties under this Escrow Agreement shall not be assignable to any person or entity without the written consent of all of the other parties. Notwithstanding the above, Lessor may freely assign all or any part of its interest in this Escrow Agreement and the Equipment Acquisition Fund in connection with an assignment by Lessor of its rights under the Lease. Section 8.3. Binding Effect. This Escrow Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Section 8.4. Severability. In the event any provision of this Escrow Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 8.5. Entire Agreement; Amendments. This Escrow Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous writings, understandings, agreements, solicitation documents and representations, express or implied. By execution of this Escrow Agreement, Escrow Agent shall not be deemed or considered to be a party to any other document, including the Master Lease. This Escrow Agreement may be amended, supplemented or modified only by written documents duly authorized, executed and delivered by each of the parties hereto. Section 8.6. Captions. The captions or headings in this Escrow Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions, Articles, Sections or clauses hereof. Section 8.7. Further Assurances and Corrective Instruments. Lessor and Lessee agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may be necessary or proper to carry out the intention or to facilitate the performance of the parties under this Escrow Agreement, and for better assuring and confirming the rights and benefits provided herein. Section 8.8. Governing Law. This Escrow Agreement shall be construed and governed in accordance with the laws of the Commonwealth of Virginia. Section 8.9. Execution in Counterparts. This Escrow 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 Escrow Agreement. Section 8.10. Waiver of Jury Trial. Lessor, Lessee and Escrow Agent hereby waive any right to trial by jury in any action or proceeding with respect to, in connection with or arising out of this Escrow Agreement. Section 8.11. No Tax Reporting. Escrow Agent will not be responsible for tax reporting of any income on the Equipment Acquisition Fund. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 17 4 /12/2012:BQ -NESC. DOC /rev. 5 /00 /cic EXECUTION PAGE OF ESCROW AGREEMENT IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the Date of Escrow Agreement shown on Schedule I. SUNTRUST BANK, SUNTRUST EQUIPMENT FINANCE & LEASING CORP., Escrow Agent Lessor By By Name: Nam rego Title: Title. 'F. . Vice res, PUEBLO, A MUNICIPAL CORPORATION, Lessee By / Na - : C s K. au • [SEAL] Title: City Council President Schedule I Information to Complete Escrow Agreement Exhibit A Payment Request Form This is counterpart No. a of 4- 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 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. 4/ 12 /2012:BQ- NESC.DOC /rev.5 /00 /c1c 18 EXECUTION PAGE OF ESCROW AGREEMENT IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the Date of Escrow Agreement shown on Schedule I. SUNTRUST BANK, SUNTRUST EQUIPMENT FINANCE & Escrow Agent LEASING CORP., Lessor By: 04,4 By: Name: Name: G ory F My Title: Title: Vice President Charles Henderson Officer CITY OF WICHITA FALLS, Lessee By: 1 Crirti Name: i Leiker [SEAL] Tide: City Manager Schedule I Information to Complete Escrow Agreement Exhibit A Payment Request Form • 19 4/11/20I 2 BQ-ESC DCCn...ovm.,u SCHEDULE I INFORMATION TO COMPLETE ESCROW AGREEMENT Lease Number: 06304 Equipment Schedule: 004 Date of Escrow Agreement: April 30, 2012 Name of Lessee: Pueblo, A Municipal Corporation Lessee's State / Commonwealth: Colorado Escrow Agent Fee: $250.00 (Escrow Agent) Investment Fees, if any, are more fully defined on the attached prospectus, if any Extension and other fees may be applicable if not disbursed by Ending Date. Initial Deposit Amount: $1,247,105.35 Date of Master Lease Agreement: December 14, 2007 Beneficiary Name for Fund: Pueblo, A Municipal Corporation Ending Date: October 30, 2013 Lessee's Address: 200 South Main Street Pueblo, CO 81003 Attention: Chris K. Kaufman Lessee's Telephone: 719/553 -2343 Lessee's Facsimile: 719/553 -2351 Lessee's Taxpayer Identification Number: 84- 6000615 Lessee's Authorized Representatives Chris K. Kaufman, City Council President [name/ • % / [signature] '� Sam Azad, Director of Finance [name /tit ' ,-5, � g natu ] r Jerry M. Pacheco, City Manager [name /title] Ai r [signature] Escrow Agent's Address: SunTrust Bank / 919 East Main Street, 7 Floor Richmond, VA 23219 Attention: Matthew Ward Escrow Agent's Telephone: (804) 782 -7182 Escrow Agent's Facsimile: (804) 782 -7855 Lessor's Address: SUNTRUST EQUIPMENT FINANCE & LEASING CORP. 300 East Joppa Road, 7th Floor Towson, Maryland 21286 Attention: Escrow Disbursement Coordinator Lessor's Telephone: (410) 307 -6749 Lessor's Facsimile: (410) 307 -6665 Lessor's Taxpayer Identification Number: 26- 1256148 This is counterpart No. of L i d 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 this Lease Agreement may be created through the transfer and possession of Counterpart No. 1 4 /12/2012'BQ -NESC. DOC /rev.5 /00 /cic 19 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. Lease Number: 06304 Equipment Schedule: 004 EXHIBIT A PAYMENT REQUEST FORM NO. SUNTRUST BANK, as Escrow Agent under an Escrow Agreement dated as of April 30, 2012 (the "Escrow Agreement ") by and among the Escrow Agent, SUNTRUST EQUIPMENT FINANCE & LEASING CORP., as Lessor, and PUEBLO, A MUNICIPAL CORPORATION, as Lessee, is hereby requested to pay, from the Equipment Acquisition Fund, to the person or entity designated below as payee, that amount set forth opposite each such name, in payment of the Acquisition Costs of the Equipment designated opposite such payee's name and described on the attached page(s). The terms capitalized in this Payment Request Form but not defined herein shall have the meanings assigned to them in the Escrow Agreement. Payee Amount Equipment The Lessee hereby certifies that: • 1. Attached hereto is a duplicate original or certified copy of the following documents relating to the order, delivery and acceptance of the Equipment described in this Payment Request Form: (a) a manufacturer's or dealer's invoice; and (b) unless this Payment Request Form relates to partial payment of a Vendor, as defined in the Lease, in connection with a purchase order approved by Lessor, Lessee's Acceptance Certificate relating to the Equipment. 2. The representations and warranties contained in the Lease are true and correct as of the date hereof. 3. No Non - Appropriation or Event of Default, as each such term is defined in the Lease, or event which with the giving of notice or passage of time or both would constitute an Event of Default, has occurred. Dated: , 20_. PUEBLO, A MUNICIPAL CORPORATION, SUNTRUST EQUIPMENT FINANCE & LEASING CORP., Lessee Lessor By ILA A . ‘Ad _ By Name: Chris K. Kau an Name: Title: City Council President Title: Date: 4 t-30—/Z._ Date: 2 4/ 12 /2012:BQ- NESC.DOC /rev.5 /00 /cic EXHIBIT G -1 Lease No.: 06304 Equipment Schedule: 04 DAT • pril 30, 2012 TO: Phone# Fax# 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 instructed 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 Loss Payable Clause naming SUNTRUST EQUIPMENT FINANCE & LEASING CORP. and /or its assigns as Loss Payee. The Coverage Required is $1,247,105.35 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: VARIOUS EQUIPMENT AND ACCESSORIES, SEE ATTACHED EXHIBIT A— EQUIPMENT LIST LOCATION: VARIOUS EQUIPMENT WILL BE HOUSED AT ONE OF THE TWO LOCATIONS LISTED: Pueblo Motorsports Park, 3733 N. Pueblo Blvd, and 800 Goodnight Avenue, Pueblo, CO 81005 Upon issuance of the coverage outlined above, please mail a certificate of insurance to SUNTRUST EQUIPMENT 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, This is counterpart No. of ' serially numbered, manually execute PUEBLO • MU I e PAL ORPORATION 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 By , / 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 N. e: K. au r . n copy of this Lease Agreement or any original or counterpart or copy of any exhibit Title: CI Council 'resident addenda, schedules, certificates, riders or other documents and instruments execute Date: 4 - 30 -(7 and delivered in connection with this Lease Agreement. 4 /12 /2012:BQ -NESC. DOC /rev. 5 /00%Ic ` y T ACORD TT . CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD /YY) 04/11/2012 PRODUCER LIC #N /A 1- 303 - 757 -5475 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION CIRSA ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 3665 Cherry Creek North Drive ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Denver, Co 80209 INSURERS AFFORDING COVERAGE INSURED INSURER A: CIRSA City of Pueblo c/o HUB International INSURERB:RSUI Indemnity Company P.O. Box 58 INSURER C. Pueblo, CO 81002 INSURERD: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR POLICY EFFECTIVE POLICY EXPIRATION LTR TYPE OF INSURANCE POLICY NUMBER DATE (MMIDDIYYI DATE(MM/DD /YY1 LIMITS A GENERAL LIABILITY LIAB 01 -2012 01/01/12 01/01/13 EACH OCCURRENCE $ 5,000,000 X COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (Any one fire) $ 5,000,000 X CLAIMS MADE OCCUR MED EXP (Any one person) $ 0 X $10m E &O Aggregate PERSONAL &ADV INJURY $ 5,000,000 GENERAL AGGREGATE $ GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 5,000,000 T POLICY PRO - A AUTOMOBILE LIABILITY LIAB 01 -2012 01/01/12 01/01/13 COMBINED SINGLE LIMIT $ 1,500,000 X ANY AUTO (Ea accidenl) ALL OWNED AUTOS - BODILY INJURY $ SCHEDULED AUTOS (Pat' person) HIRED AUTOS BODILY INJURY $ NON -OWNED AUTOS (Per acddenl) - - - - -- PROPERTY DAMAGE (Per acddent) GARAGE LIABILITY AUTO ONLY EA ACCIDENT $ ANY AUTO EA ACC $ OTHER THAN AUTO ONLY: AGG $ EXCESS LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE _ $ _ $ _ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND WC STATU- OTH- EMPLOYERS' LIABILITY TORY LIMITS FR EL. EACH ACCIDENT $ E L DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ OTHER A Property PR 01 -2012 01/01/12 01/01/13 5500,000 B Excess Property NHD374408 01/01/12 01/01/13 Pool Limit 5 500,000,000 DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS Certificate Holder is Additional Insured on Liability Policies and Loea Payee on Property if required by contract. Regarding equipment in the amount of $1,247,105.35. Various Equipment will be housed at one of the two locations listed: Pueblo Motoraporta Park, 3733 N. Pueblo Blvd. and 800 Goodnight Ave., Pueblo, CO. CERTIFICATE HOLDER Y ADDITIONAL INSURED; INSURER LETTER: A CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION SunTruet Equipment Finance & Leasing Corp. DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL 300 East Joppa Road, 7th Floor IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, 115 AGENTS OR REPRESENTATIVES. Towson, MD 21286 AUTHORIZED REPRESENTATIVE _ USA c — ' 44t'/< . I _ ACORD 25 -S (7/97) cwegman O ACORD CORPORATION 1988 26583670 EXHIBIT G -2 Lease Number: 06304 Equipment Schedule: 04 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 between 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 teens capitalized herein but not defined herein shall have the meanings assigned to them in the Agreement. 1. Property Insurance. • a. Lessee is self - insured for damage or destructi.ozi.lo the Equipment. YES (NO (circle onc) Covered Under Pooling Arrangement if yes, the dollar amount limit for property Jamaee to the Equipment under the Lessee's self - insurance program k S . . b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self - insurance limits for property damage to the Equipment as indicated above. ( Y'ES NO (circle one) If yes, the umbrella policy vides coverage for all risk property damage. YES NO (circle one) 500 000,000 If yes.. the dollar limit for property damage to the Equipment under such umbrella policy is S ' _ 2. Liability Insurance. a. Lessee is self-insured for liability for injury or death of any person or damage or foss of property arising out of or relating to the condition or operation of the Equipment.___._,_ YES "0,.- (circle one) It yes. the dollar limit for such liability claims under the Lessee's self-insurance program is 's Pooling Arrangement b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's -self insurance limits for liability including injuy or death •{persons or cla page 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 Toss of property arising out of or re ating to the condition or operation of the Equipment. YES 1 NO (circle one) If yes, the dollar amount of the umbrella policy's limits for such liability coverage is `f; 5,000,000 3A. Selfhfsw•ance Fund. a. Lessee maintains a self -ii .0 ince fund. NO (circle one) For Self —Insured Retentions If yes, please complete the following: Monies in the self- insurance fund are liuhject to annual appropriation. 'YES NO (circle onc) The total amount maintained in th se f- insurance land to cover 1..essee's self- insurance liabilities is b 1,258 , 33l b. Amounts paid from the Lessee's sell= in.suranee Lund are subject to limitations for each claim, �`'S NO e i •el onc) If yes, the dollar amount of [huh per claim is $ 2' ' d�b E'ro erty I - 50 - ,000 Liability , G.i:Y, & }r.FfirnOr_"r:n,• ;,■■r•ic 3B. No SelfIsrsirra cc Fund. a. If Lessee does not maintain a self- insurance Lund, please complete the following: Lessee obtains fiends to pay claims for which it. has self-insured from the following sources: NA b. The limitations on the amounts payable for claims from the above sources are as follows: NA 4. Authorih . 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 NC) (circle one) If yes_ to whom does the claimant have recourse'? 5. Certificates rf Insurance. Attached hereto are copies of certificates of insurance frith respect to policies maintained by Lessee. IN WITNESS WHEREOF, Lessee has caused this Questionnaire to he executed as a supplement to the representations of Lessee in the Agreement by its duly authorized officer. • PUEBLO, A MUNICIPAL CORPORATION, Lessee 13 X 41.. Lw' ,e: CI is K,,ufmai 'fide: City Council President Date: 4-30- IZ Telephone: 719/553-2655 Facsimile: 719/553 -2698 Attachment This is counterpart No. . of Li 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 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. �S N VV 2U13'e!{; v r.SC.DpC:��,�.:ri�r• ii; SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ADDENDUM TO EQUIPMENT SCHEDULE NO. 04 TO MASTER LEASE AGREEMENT (LEASE NO. 06304) RELATING TO SELF - INSURANCE THIS ADDENDUM is made as of April 30, 2012, between SUNTRUST EQUIPMENT FINANCE & LEASING CORP. (the "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. 04 to the Agreement (the "Equipment") and Lessee has requested that Lessor lease such Equipment to Lessee. C. With respect to Equipment Schedule No. 04, Lessee has requested that Lessor permit it to provide self - insurance for liability claims and 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, it 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 and 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 Lessee may satisfy the requirements of Sections 7.1 through 7.3 of the Agreement with respect to Equipment Schedule No. 04 through self - insurance. 6. 13y written notice to Lessee, Lessor may revoke its agreement relative to Equipment Schedule No. 04 to accept self - insurance 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 Lessor deems itself insecure with respect to such self - insurance. Within thirty (30) days of receipt of notice from Lessor, Lessee agrees to obtain 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 B . GZi.V Bv: — M 1 am-. Eris . Kau ' an Title: City Counci President Date: - 30 - This is counterpart No. caof L .t 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 4 /12/2012: NESC.DOC /rev.5 /00 /ck 2 4 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 addenda, schedules, certificates, riders or other documents and instruments execute and delivered in connection with this Lease Agreement. [PAGE TO BE REPLACED BY UCC FINANCING STATEMENT[ 2 5 4 /12/2012:BQ•NESC.DOC /rev. 5 /00 /cic 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 "): VARIOUS EQUIPMENT WILL BE HOUSED AT ONE OF THE TWO LOCATIONS LISTED: 3051 S. Rooney Road, Morrison, CO 80465, and 800 Goodnight Avenue, Pueblo, CO 81005 (a) the equipment described in Equipment Schedule No. 04 dated as of April 30, 2012 (the "Equipment Schedule ") to the Master Lease Agreement dated as of December 14, 2007 (the "Agreement," and together with the Equipment Schedule, the "Lease ") between Debtor, as lessee, and Secured Party, as lessor, as such Lease may be amended, modified or supplemented from time to time; and (b) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral 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 and products of any or all of the foregoing, whether existing on the date hereof or arising hereafter. 2 6 4/ 12 /2012:BQ- NESC.DOC /rev.5 /00 /cic For, 8038 -G Information Return for Tax - Exempt Governmental Obligations (Rev. September 2011) ► Under Internal Revenue Code section 149(e) OMB No. 1545-0720 ► See separate instructions. Department of the Treasury Internal Revenue Service Caution: If the issue price is under $100,000, use Form 8038 -GC. Part! Reporting Authority If Amended Return, check here • ❑ 1 Issuer's name 2 Issuer's employer identification number (EIN) Pueblo, A Municipal Corporation 84- 6000615 3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a Naomi Hedden, Purchasing Director 719 - 553 -2343 4 Number and street (or P.O. box if mail is not delivered to street address) Room/suite 5 Report number (For IRS Use Only) 200 South Main Street 1 I pI 6 City, town, or post office, state, and ZIP code 7 Date of issue Pueblo, CO 81003 April 30, 2012 8 Name of issue 9 CUSIP number Master Lease Agreement No. 06304, Equipment Schedule No. 04 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see 10b Telephone number of officer or other instructions) employee shown on 10a Chris K. Kaufman, President of City Council 719- 553 -2655 § Part II Type of Issue (enter the issue price). See the instructions and attach schedule. 11 Education . . 11 12 Health and hospital 12 13 Transportation 13 14 Public safety . 14 15 Environment (including sewage bonds) 15 16 Housing . . 16 17 Utilities . . 17 18 Other. Describe • lawn equipment, pickup truck, golf carts and wireless connectivity 18 1,247,105 35 19 If obligations are TANs or RANs, check only box 19a ► ❑ :' If obligations are BANs, check only box 19b • ❑ 20 If obligations are in the form of a lease or installment sale, check box ► r Partin Description of Obligations. Complete for the entire issue for which this form is being filed (a) Final maturity date (b) Issue price (c) Stated redemptio (d ) Weighted price at maturity average maturity (e) Yield 21 02/01/2017 $ 1,247,105.35 $ 2.7801 years 1.8350 % 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 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 Mal Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . • years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . • years 33 Enter the last date on which the refunded bonds will be called (MM /DD/YYYY) ► 34 Enter the date(s) the refunded bonds were issued ► (MM /DD/YYYY) For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S Form 8038 (Rev 9 -2011) Form 8038 -G (Rev. 9-2011) Page 2 Part VI 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 t (GIC) (see instructions) 36a b Enter the final maturity date of the GIC ►± c Enter the name of the GIC provider 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans :50 to other governmental units 37 38a If this issue is a loan made from the proceeds of another tax - exempt issue, check box • ❑ and enter the following information: b Enter the date of the master pool obligation • c Enter the EIN of the issuer of the master pool obligation • d Enter the name of the issuer of the master pool obligation • 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box . . . • ❑ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box • ❑ 41a If the issuer has identified a hedge, check here • ❑ and enter the following information: b Name of hedge provider► c Type of hedge • d Term of hedge • 42 If the issuer has superintegrated the hedge, check box • ❑ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box • ❑ 44 If the issuer has established written procedures to monitor the requirements of section 148, check box • ❑ 45a If some portion of the proceeds was used to reimburse expenditures, check here • ❑ and enter the amount of reimbursement • b Enter the date the official intent was adopted • Under penalties of perjury, I declare that I have examined this retum and accompanying schedules and statements, and to the best of my knowledge Signature and belief, they are true, co ect, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to and process thi to = • erson t, =t l have authorized - bove. Consent / . Chris K. Kaufman, City Council President SI ! na - ssu 's aut • rized representative Date Type or print name and title Paid Print/Type preparer's nam= Preparers signature Dat PTIN Check ❑ if Preparer self - employed Use Only Firm's name O. Firm's EIN ► Firm's address ► Phone no. Form 8038 -G (Rev. 9 -2011) 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 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.