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HomeMy WebLinkAbout6906RESOLUTION NO. 6906 A RESOLUTION APPROVING A GOVERNMENTAL LEASE - PURCHASE MASTER AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION AND NORWEST INVESTMENTS SERVICE, INC. RELATING TO THE LEASE- PURCHASE OF COMPUTER EQUIPMENT AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1 The Governmental Lease - Purchase Master Agreement between the City of Pueblo, a Municipal Corporation and Norwest Investment Services, Inc. relating to the lease - purchase of $335,206 computer equipment, including Supplement No. 1 To Master Lease, Schedule A - Equipment Description, and Exhibit A - Payment Schedule (the "Agreement "), copies of which are attached hereto, having been approved as to form by the City Attorney, are hereby approved. SECTION 2 The President of the City Council is authorized to execute the Agreement in the name of the City and the City Clerk is directed to attest same and affix the seal of the City thereto. SECTION 3 All acts heretofore taken by the officials of the City in furtherance of the lease and purchase of the computer equipment are hereby approved and ratified. The President of the City Council and other officers and employees of the City are authorized to take all action and execute all other documents necessarily and required to consummate the lease and purchase of computer equipment hereby contemplated and approved including without limitation, Uniform Commercial Code Financing Statement (Form UCC -10CR) Information Return for tax - exempt governmental Obligations (Form 8038 -G), Certificate of Appropriation, Delivery And Acceptance Certificate, and Incumbency Certificate. SECTION 4. This Resolution shall become effective upon final passage. INTRODUCED: March 23, 1992 By JOYCE LAWRENCE Councilperson ATTEST: APPROVED: AA V r ' Ci Clerk Presi ent of t e City Council TJ 59.14 -2- D U ED D March 24, 1992 -FAYA City of Pueblo OFFICE OF THE CITY ATTORNEY Norwest Investment 127 Thatcher Building Services, Inc. PUEBLO, COLORADO 81003 Sixth and Marquette Minneapolis, MN 55479 -0146 Ladies and Gentlemen: As counsel for Pueblo, a Municipal Corporation, ( "Lessee "), I have examined the Governmental Lease - Purchase Master Agreement between the Lessee and Norwest Investment Services, Inc. ( "Lessor "), dated as of March 24, 1992, ( "Agreement ") , and such other documents, instruments and records as I have considered relevant. Based upon such examination, and such research and investigation as I deemed necessary, I am of the opinion that: 1) Lessee is a State or political subdivision thereof, or Lessee's obligation under the Agreement constitutes an obligation issued on behalf of a State or political subdivision thereof, and that the interest component of the payments to be made under said Agreement is exempt from Federal income taxes under Section 103 of the Internal Revenue Code as amended, and that said Agreement and all terms and provisions thereof are authorized by the Constitu- tion, laws and regulations of the State of Colorado, and governing the activities of Lessee, and Lessee as the power and authority to enter into this transaction contemplated by the Agreement and to carry out its obligation thereunder. 2) That the Agreement has been duly authorized, executed and delivered by the Lessee in accordance with all laws, rules, regulations and ordinances, and in conformity with all legal procedures governing the transaction contemplated by said Agree- ment, and said Agreement constitutes a valid and binding agreement enforceable in accordance with its terms and represents a valid, deferred payment obligation for the amounts and in the manner those amounts are to be paid as set forth therein, except to the extent such enforceability, validity and payment may be limited by the provisions of bankruptcy, insolvency, moratorium or similar laws relating to or affecting the enforcement of creditors' rights generally or by general principals of equity now or hereafter in effect, and except to the extent that they are subject to reason- able exercise in the future by the State of Colorado and its governmental bodies of the police power inherent in the sover- eignty of the State and the exercise by the United States of America of the powers delegated to it by the Constitution. 3) No approval, consent or withholding of objection is required,from any governmental body or authority or any other person, firm or corporation with respect to the entering into or performance by Lessee of the terms of this Agreement and the Norwest Investment Services, Inc. March 24, 1992 Page Two transaction contemplated thereby, or if any such approval is required, it has been obtained. 4) That the entering into and performance of this Agreement will not violate any judgment, order, law or regulation applicable to Lessee, or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon any assets of the Lessee, or on the Equipment pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to which the Lessee is a party, or by which it or its assets may be bound. 5) There are no actions, suits or proceedings pending or to the knowledge of the Lessee or the undersigned, threatened against or affecting Lessee in any court or before any governmental commission, board or authority which, if adversely determined, will have a materially adverse effect on the ability of Lessee to perform its obligation under the Agreement. 6) The Lessee has been alloted funds and sufficient funds have been appropriated lawfully and in accordance with all procedures applicable thereto for the payment of lease payments during the first fiscal period of said Lease. 7) Under existing regulations of the Internal Revenue Code, the indebtedness of Lessee is not an arbitrage bond within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended. 8) The Lease is not a private activity bond within the meaning of Section 141 of the Internal Revenue Code of 1986 and the Lease has been designated by the Lessee as a qualified tax exempt obligation for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986. Very truly yours, Thomas E J Counsel Lessee 59.16/jp INCUMBENCY CERTIFICATE I, /j?i4a►a,y D. /It e Ad' do ere b certify that I am the duly elected or appointed and acting Secretary/Clerk of the F` , a political subdivision or agency duly organized and existing under thd laws of the State of �� akkK�tz 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. 1 further certify that (1) 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 Governmental Lease - Purchase Agreement dated Re 9 191 between such entity and N'a RcuPST Z aej to Pk'S-KLrrem;o_. Za t (Lessor). NAME TITLE SIGNATURE FAT F? �A.S7c�(/c� „pNJr�tioiu�A= `►F.c �.c'�,_`�4 I �c lr / /�- ►e�ri� ,1�r�z r c►'f� 2 e� Frr�r4�vc - -T IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such entity hereto this 2�0k day of /7 Rag , 19D 114 AW I W� SEC ARY/ LERK CERTIFICATE OF APPROPRIATION I, i I y y l a 1� �i �+ 'I'"1 Kow�CL V f +r c cf o r of Ci ty o P >� e I o , �e �� ( "Lessee "), hereby verify that all lease payments due by the Lessee under that certain Governmental Lease - Purchase Agreement dated as of 3 '2- — q Z- between the Lessee and Norwest Investment Services, Inc. as Lessor, for the fiscal year ending 1 - 3 ( " 1 2 --- , are within .that fiscal year's budget and within an available, unexhausted and unencumbered appropriation for the Lessee. IN WITNESS WHEREOF, I have set my hand this o2S�_ - day of FA "A IM rl- By . Its 61- fC('F►ow&r DELIVERY AND ACCEPTANCE CERTIFICATE TO: NORWEST INVESTMENT SERVICES, INC. RE: LEASE AGREEMENT ��/DATED 3-2 V ",U, FOR: - rke Ci o T Poeieto,, Go l ra d o We hereby accept the property described in the above LEASE (the "Property ") and agree that it is now subject to LEASE. The Acceptance Date below is also the Rent Commencement Date in the related Supplement -to the Master Lease. LESSEE: Pae� u, ,4 tLtc�N�e�IO,�� CaA�lo��'kyc BY: fit Cj�1'LQ„ �t k2�� 1�e +¢ a� lc,t► oft -f3 (Title) (Acceptance Date) Rev. 4 / 90 Form 8038-G Information Return for Tax - Exempt Governmental Obligations (Rev. October 1989) ► Under Section 149(e) OMB No 15450720 Department of the Treasury ► See separate Instructions Expires 5 -31 -92 Internal Revenue Service (Use Form 8038-GC if the issue price is under $100,000) 19-TA1 Reoortine Authoritv Check box if Amended Return ► 1 1 1 Issuer's name 2 Issuer's employer identification number City of Pueblo, Colorado 84- 6000615 3 Number and street 4 Report number Box 1427 G1992 - 1 5 City or town, state, and ZIP code 6 Date of issue Pueblo, Colorado 81002 3/24/92 7 Name of Issue 8 CUSIP Number Equipment Lease — Purchase, Series 1992 Lig I ype of Issue (check boxes) that applies and enter the Issue I-rice) 9 Check box if obligations are tax or other revenue anticipation bonds ► ❑ Issue price 10 Check box if obligations are in the form of a lease or installment sale ► Im 11 ❑ Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 ❑ Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 ❑ Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 ❑ Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 ❑ Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . . . 16 ❑ Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 ❑ Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 ❑ Other. Describe (see Instructions) ► Description of Obligations (a) (b) W Stated redemption Weighted (0 Net interest Maturity date Interest rate Issue price price at maturity avers a maturity Yield cost 19 Final maturity 3 -15 -97 5.942°•0 38,051.13 38.,.051.13 20 Entire issue . 335 , 206.00 335 , 206.00 years • % % Uses of Original Proceeds of Bond Issues (including underwriters' discount) 21 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . . 21 22 Issue price of entire issue (enter line 20c) . . . . . . . . . . . . . . . . tft 23 Proceeds used for bond issuance costs (including underwriters' discount) . . 23 24 Proceeds used for credit enhancement . . . . . . . . . . . . . 24 25 Proceeds allocated to reasonably required reserve or replacement fund 25 26 Proceeds used to refund prior issues . . . . . . . . . . . . . . 26 27 Total (add lines 23, 24, 25, and 26) . . . . . . . . . . . . . . . . . . . . . . . 27 1 -- 28 Nonrefunding proceeds of the issue subtract line 27 from line 22 and enter amount here 28 MMM Description of Refunded Bonds (complete this part only for refunding bonds 29 Enter the remaining weighted average maturity of the bonds to be refunded . . . . . . . . . ► years 30 Enter the last date on which the refunded bonds will be called . . . . . . . . . . . . . ► 31 Enter the dates the refunded bonds were issued ► Miscellaneous 32 Enter the amount of the state volume cap allocated to the issue . . . . . . . . . . . . . ► 33 Enter the amount of the bonds designated by the issuer under section 265(b)(3)(B)(i)(III) (small issuer exception) . . . . . . . . . . . . . . . . . . . . . ► 34 Pooled financings: a Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units ► b Check box if this issue is a loan made from the proceeds of another tax-exempt issue ► ❑ and enter the name of the issuer ► and the date of the issue Do- Under penalties of perjury, I declare that I have examined this ret ,- arq accompanying schedules and statements, and to the best of my knowledge and bet ef. they are true, correct, and complete. Please F y 6. h 1 A-1 / 2 1--J rA-r Sign ' w 'Q1i­- 771 F_ Cl rk C NN/ - Here Signatur f officer :ate Type or print name ana Utle For Paperwork Re ction Act Notice, see page 1 of the Instructions Form 8038 -G (Rev 10 -89) U.S. Govet nt Printing Office: 1989- 262 - :5:/00019 UCC -1 OCR UNIFORM COMMERCIAL CODE 002 FEE $10 .00 1 INSTRUCTIONS ON REVERSE SIDE FINANCING STATEMENT 1ST DEBTOR S.S. No. /FED Tax I.D. 84- 6000615 (PERSONAL) Last Name First & Middle Name 1ST DEBTOR (BUSINESS) Name City _of_ Pueblo, Colorado Street Box 1427 city Pueblo State CO Zip ,81002 THIS DOCUMENT MUST " BE TYPED IN BLACK r SECRETARY OF STATE • 1560 Broadway, Ste. 200, Denver, CO 80202 s (303) 894 -2200 EXT 7 2ND DEBTOR Additional debtor(s) on attachment S.S. No. /FED Tax I.D. (PERSONAL) Last Name First & Middle Name 2ND DEBTOR (BUSINESS) Name y Street City \ State -, Zip 1ST SECURED !_ Additional secured party on attachment PARTY Name Norwest Investment Services Inc. Attn WS Peterson Street 1700 Broadway City Denver State Co . -Zip 80274 -8733 ASSIGNED PARTY Name Street City CHECK IF APPLICABLE State t Zip This statement is to be filed for record in the real estate records The debtor is a transmitting utility PLEASE CHECK APPROPRIATE BOX. THIS STATEMENT IS SIGNED BY THE SECURED PARTY INSTEAD OF THE DEBTOR TO PERFECT A SECURITY INTEREST IN COLLATERAL Already subject to a security interest in another jurisdiction when it was brought into this ; _ ; As to which the filing has lapsed; or state, or when the debtor's location was changed to this state; -- "? Which is proceeds of the original collateral described below in which a r' i Acquired after a change of name, identity or security interest was perfected 1.- corporate structure of the debtor COLLATERAL USED use additional sheets 8 x 11 if more space is needed. Accounts, Accounts j Fixtures Proceeds Equipment, Machinery 1 Livestock, Farm Animals, Etc. - -j Receivable - L� Contract Rights ! Inventory C Products F1 Truck, Car, Vehicle i 7 Other - M A W , � TOR(S) SIGNATU REPRODUCTION OF THIS FORM BY AUTHORIZED VENDERS ONLY Nn 602 Rnv 11_01 V1W A .-, -- .. - . - ... _ . - - GOVERNMENTAL LEASE - PURCHASE MASTER AGREEMENT Name and Address of Lessee: Pueblo, A Municipal Corporation Box 1427 Pueblo, Colorado 81002 Lessor: Norwest Investment Services, Inc. Sixth and Marquette Minneapolis, MN 55479 -0146 1. LEASE. Lessor hereby agrees to lease to Lessee, and Lessee hereby agrees to lease from Lessor, the personal property described in a Supplement or Supplements to this Master Lease from time to time signed by Lessor and Lessee upon the terms a i and conditions set forth n the related Supplement (such property, together with all replacements, repairs and additions incorporated therein or affixed thereto being referred to herein as Equipment ). The lease of the items described in a particular Supplement shall be considered a separate lease pursuant to the terms of the Master Lease and the Supplement the same as if a single lease agreement containing such terms had been executed covering such items. The execution by Lessee of each Supplement shall evidence a determination by the Lessee that the Equipment covered thereby is essential to its proper, efficient and economic operation and desires to enter into that Supplement for the acquisition of that Equipment under the terms hereof, that the Equipment is necessary for the governmental functions of Lessee, and that Lessor is neither the manufacturer nor a dealer or merchant of said Equipment, but has agreed to provide the funding for and on behalf of Lessee for the acquisition of said Equipment under the terms hereof at the specific request of Lessee. 2. DELIVERY AND ACCEPTANCE. Lessee will evidence its acceptance of the Equipment by executing and delivering to Lessor a Delivery and Acceptance Certificate (herein so called) in the form be provided by Lessor. 3. TERM. The term of this Lease with respect to each item of Equipment shall begin on the date it is accepted by Lessee and shall continue from the rent commencement date shown in the related Supplement unless earlier terminated as provided herein. The rent commencement date is the Acceptance Date as recorded on the Acceptance Certificate. 4. RENT. Lessee shall pay as basic rent for the full term of this Lease the amount shown in the related Supplement as Total Rent, and a portion of each rent payment is paid as, and represents the payment of interest, and Exhibit "A" attached to the related Supplement sets forth the interest component of each rent payment during the term. The Total Rent shall be payable in installments each in the amount of the basic rental payment set forth in the related Supplement plus any appplicable sales and use tax thereon. Lessee shall pay rent in installments as shown in the Related Supplement. Except as specifically provided in Section 5 hereof, the rental payments will be absolute and unconditional in all events and will not be subject to any set -off, defense, counter claim or recoupment for any reason whatsoever. Lessee reasonably believes that funds can be obtained sufficient to make all rent payments during the term of the Lease and hereby covenants that it will do all things lawfully within its power to obtain, maintain and properly request and pursue funds from which the rent payments may be made. The chief executive officer of the unit shall request the required appropriation from the governing board and exhaust all available administrative reviews and appeals in the event such portion of the budget is not 5. NONAPPROPRIATION OF FUNDS. If Lessee periodically requests from its legislative body or funding authority funds to be paid to Lessor under this Lease and, notwithstanding the making in good faith of such request in accordance with appropriate procedures and with the exercise of reasonable care and diligence, such legislative body or funding authority does not approve funds to be paid to Lessor for the Equipment. Lessee may, upon prior written notice to Lessor effective 60 days after the giving of such notice or upon the exhaustion of the funding authorized for the then current appropriation period, whichever is later, return the Equipment to Lessor at, Lessee's expense and thereupon be released of its obligation to make all rental payments to Lessor due thereafter, provided: W the Equipment is returned to Lessor freight repaid and insured to any location in the continental United States designated by Lessor in the same condition as when first delivered to Lessee. reasonable wear and tear resulting solely from authorized use thereof excepted, 60 the foregoing notice states the failure of the legislative body or funding authority to appropriate the necessary funds as reason for cancellation, and (iii) the notice is accompanied by payment of all amounts then due to Lessor under this Lease. In the event Lessee returns the Equipment pursuant to the terms of this Section 5. Lessor shall retain all sums paid hereunder by Lessee, including any security deposit paid hereunder, and in addition- Lessee shall pay to Lessor the termination charge, if any, specified in the applicable Schedule hereto. To the extent permitted by law, if the provisions of this Section 5 are utilized by Lessee, Lessee agrees not to purchase, lease or rent equipment performing functions similar to those performed through the use of the Equipment, or to obtain from any source the services or information which the Equipment was to perform or provide, for the balance of the appropriation period following Lessee's exercise of its termination right hereunder. This Section 5 will not be construed so as to permit Lessee to terminate this Lease in order to acquire any other equipment or to allocate funds directly or indirectly to perform essentially the same application for which the equipment is intended. 6. REPRESENTATIONS AND WARRANTIES OF LESSEE. Lessee represents and warrants and, so long as this Lease is in effect or any part of Lessees obligations to Lessor remain unfulfilled, shall continue to warrant at all times. that: (a) Lessee is a State, a Territory or apossession of the United States, the District of Columbia, or a political subdivision of any of the foregoing within the meaning of Section 103(x) of the Internal Revenue Code of 1986, as amended, and Treasury Regulations and Rulings related thereto, If Lessee is incorporated, it is duly organized and existing under the Constitution and laws of its jurisdiction of incorporation and will do or cause to be done all things necessary to preserve and keep such organization and existence in full force and effect. V Lessee has been duly authorized by the Constitution and laws of the applicable jurisdiction and by a resolution of its s overning body (which resolution, if requested b Lessor, is attached hereto) to execute and deliver this Lease and each upplement and to carry out its obligations hereunder. (c) All requirements have been met, and procedures have occurred in order to insure the enforceability of this Lease, and Lessee has complied with such public bidding requirements, if any, as may be applicable to the transactions contemplated by this Lease. (d) The Equipment will be used by Lessee only for the purpose of performing one or more governmental or proprietary functions of Lessee consistent with the permissible scope of Lessees authority and wi not be used in a trade or business of any person or entity other than Lessee. (e) Lessee has funds available to pay rent until the end of its current appropriation period, and it will request funds to make payments in each appropriation period from now until the end of the term of this Lease. (f) This Lease constitutes a valid, legal and binding obligation of Lessee enforceable against Lessee in accordance with the respective terms hereof. (g) This Lease is not an arbitrage bond for purposes of Section 148 of the Internal Revenue Code of 1986, as amended. and Lessor and its assigns are entitled to treat the interest portion of the payments to be made hereunder as exempt from federal income taxes under Section 103 (a) of the Internal Revenue Code of 1986, as amended. (h) Lessee shall maintain records relating to the Lessor and its assigns sufficient to comply with the registration requirements of Section 149(a) of the Internal Revenue Code of 1986, as amended. (i) Lessee does not reasonably anticipate that it will issue tax exempt obligations (not including 'private activity bonds" as defined in Section 141 of the Internal Revenue Code of 1986, as amended) in an aggregate amount in excess of $10 million during the calendar year in which this Lease term commences, and this Lease is designated as a qualified tax exempt obligation for purposes of Section 265 (b) (3) of the Internal Revenue Code of 1986 relating to deductibility of interest by financial institutions. (') This Lease is not and shall not become a `private activity bond" within the meaning of Section 141 of the Internal Revenue Gode of 1986, as amended. (k) Lessee shall comply with all provisions of the Internal Revenue Code of 1986 which are necessary to preserve the tax exempt status of the interest component of the payments made and to be made under this Lease, including, without limitation, the investment and rebate provisions of Section 148, the prohibition against federal guaranties under Section 149 (b) and the information reporting requirements of Section 149 (e). 7. WARRANTIES. Lessee agrees that it has selected each item of Equipment based upon its own L. d�gment and disclaims any reliance upon any statements or representations made by Lessor. LESSOR MAKES NO WARRANfY WITH RESPECT TO THt EQUIPMENT, EXPRESSED OR IMPLIED, AND LESSOR SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE AND ANY LIABILITY FOR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE EQUIPMENT. Lessee agrees to make rental and other payments required hereunder without regard to the condition of the Equipment and to look only to persons other than Lessor such as the manufacturer, vendor or carrier thereof should any item of Equipment for any reason be defective. So long as no Event of Default has occurred and is continuing, Lessor agrees, to the extent they are assignable, to assign to Lessee, without any recourse to Lessor, any warranty received by Lessor. 8. TITLE. Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will vest in the Lessee; provided, however, that_ (i) upon the occurrence of an Event of Default as that term is defined in Section 20 hereof, or (ii) in the event that the purchase option, if any, has not been exercised prior to the expiration date thereof, title will immediately vest in Lessor or its assignee. For as long as title to the Equipment vests in Lessee , Lessee at its expense shall protect and defend the title and keep it free of all claims and liens other than the rights of Lessee hereunder and claims and liens created by or arising through Lessor. The Equipment shall remain personal property regardless of its attachment to realty, and Lessee agrees to take such action at its expense as may be necessary to prevent any third party from acquiring any interest in the Equipment as a result of its attachment to realty. 9. SECURITY AGREEMENT; FURTHER ASSURANCES. To secure the performance of all Lessee's obligations hereunder. Lessee hereby grants to Lessor a security interest constituting a first lien on the Equipment and on all additions, attachments. repairs, replacements and modifications thereto or therefore, including all after acquired Equipment of Lessor, and on any proceeds therefrom. Lessee agrees to execute or deliver such additional documents, including, without limitation, financing statements, opinions of counsel, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate to establish and maintain its security interest in the Equipment or for the confirmation or perfection of this Lease and Lessors n hts hereunder. Lessor is hereby authorized to file financing statements signed only by Lessor in accordance with the Uniform Commercial Code or signed by Lessor as Lessee's attorney in fact. 10. LAWS AND TAXES. Lessee shall comply with all laws and regulations relating to the Equipment and its use and shall promptly pay when due all sales, use, property. excise and other taxes and all license and registration fees now or hereafter imposed by any governmental body or agency upon the Equipment or its use or the rentals hereunder excluding, however, any taxes on or measured by Lessors net income. Upon request by Lessor. Lessee shall prepare and file all tax returns relating to taxes for which Lessee is responsible hereunder which Lessee is permitted to file under the laws of the applicable taxing jurisdiction. 11. INDEMNITY. Lessee hereby indemnifies and agrees to save Lessor harmless from any and all liability and expense arising out of the ordering, ownership, use, condition or operation of each item of Equipment during gg the term of this Lease, including liability for death or injury to persons, damage to property, strict liability under the laws or jud-icial decisions of any state or the United States and legal expenses in defending any claim brought to enforce any such liability or expense, but excluding any liability for which Lessee is not responsible under Section 10. 12. ASSIGNMENT. Without Lessor's prior written consent. Lessee will not sell, assign, sublet, pledge, or otherwise encumber or permit a lien arising through Lessee to exist on or against any interest in this Lease or the Equipment or remove the Equipment from its location referred to above Lessor may assign its interest in this Lease and sell or grant a security interest in all or any part of the equipment without Lessees consent. Lessee agrees not to assert against any assignee of Lessor any claim or deense Lessee may have against Lessor. 13. INSPECTION. Lessor may inspect the Equipment at any time and from time to time during regular business hours. 14. REPAIRS. Lessee will use the Equipment with due care and for the purpose for which it is intended. Lessee will maintain the Eq uipment in good repair, condition and working order and will furnish all parts and services required therefore, all at its expense. All such parts when furnished shall immediately become the property of Lessor and part of the Equipment for all purposes hereof. 15. LOSS OR DAMAGE. In the event any item of Equipment shall become lost, stolen, destroyed, damaged beyond repair or rendered permanently unfit for use for any reason, or in the event of condemnation or seizure of any item of Equipment. Lessee shall promptly pay Lessor (a) the amount of all rent and other amounts payable by Lessee hereunder with respect to such item due but unpaid at the date of such payment plus (b) the amount stated in the Supplement or an exhibit thereto as the Termination Balance included in Exhibit "A ", plus (c) an amount equal to the applicable final purchase price set forth in the Supplement or any exhibit thereto. Upon payment of such amount to Lessor such item shall become the property of Lessee, Lessor will transfer to Lessee, without recourse or warranty, all of Lessors right, title and interest therein, the rent with respect to such item shall terminate, and the basic rental payments on the remaining items shall be reduced accordingly. Lessee shall pay any sales and use taxes due on such transfer. Any insurance or condemnation proceeds received shall be credited to Lessee's obligation under this paragraph and Lessee shall be entitled to any surplus. 16. INSURANCE. Lessee shall obtain and maintain on or with respect to the Equ�iipem���ent at its own expense (a) liability insurance against liability fot bodily injury, and property damage with a minimum limit of $500,000 combined single limit and (b) physical damage insurance insuring against loss or damage to the Equipment in an amount not less than the full replacement value of the Equipment or the amount stated in the Supplement or an exhibit thereto as the Termination Balance. Lessee shall furnish Lessor with certificate of insurance evidencing the issuance of a policy or policies to Lessee in at least the minimum amounts required herein, naming Lessor as an additional insured thereunder for the liability coverage and as loss payee for the property damage coverage. Each such policy shall be in such form and with such insurers as may be satisfactory to Lessor, and shall contain a clause requiring the insurer to give to Lessor at feast 10 days pri i or written notice of any alteration in the terms of such policy or the cancellation thereof, and a clause specifying that no action or misrepresentation by Lessee shall invalidate such policy. Lessor shall be under no duty to ascertain the existence of or to examine any such policy or to advise Lessee in the event an such policy shall not comply with the requirement thereof, In the event that Lessee has been permitted to self Lessee will furnish Lessor with a letter or certificate to such effect. 17. RETURN OF THE EQUIPMENT. Upon the expiration or earlier termination of this Lease, unless all payments are made as described in the Supplement, the Lessee will immediately deliver the Equipment to Lessor in the same condition as when delivered to Lessee, ordinary wear and tear excepted, at such location within the continental United States as Lessor shall designate. Lessee shall pay all transportation and other expenses relating to such delivery. 18. ADDITIONAL ACTION. Lessee will promptly execute and deliver to Lessor such further documents and take such further action as Lessor may request in order to more effectively carry out the intent and purpose of this Lease, including the execution and delivery of apppropriate financing statements to fully protect Lessor's interest hereunder in accordance with the Uniform Commercial code or other applicable law. Lessee will furnish, from time to time on request. a copy of Lessee's latest annual balance sheet and income statement. 19. LATE CHARGES. If any installment of basic rent is not paid when due or within 5 days thereafter. Lessor may impose a late charge of up to 5% of tha amount of the installment but in any event not more than permitted by applicable law. Payments thereafter received shall be applied first to delinquent installments and then to current installments. 20. DEFAULT. Each of the following events shall constitute an "Event of Default" hereunder: (a) Lessee shall fail to pay when due any installment on basic rent: (b) Lessee shall fail to observe or perform any other agreement to be observed or performed by Lessee hereunder and the continuance thereof for 10 calendar days following written notice thereof by Lessor to Lessee: (c) any warranty, representation or statement made or furnished to Lessor by or on behalf of Lessee proves to have been false or mislead ng in any material respect: or (d) Lessee shall voluntarily file, or have filed against it involuntarily, a petition for liquidation, reorganization, adjustment of debt, or similar relief under the federal or state Bankruptcy Code or any other present or future federal or state bankruptcy or insolvency law, or a trustee, receiver, or liquidator shall be appointed of it or all of a substantial part of its assets. 21. REMEDIES. Lessor and Lessee agree that Lessor's damages suffered by reason of an Event of Default are uncertain and not capable of exact measurement at the time this Lease is executed because the value of the Equipment at the expiration of this Lease is uncertain, and therefore they agree that for purposes of this Section 21 "Lessor's Loss" as of any date shall be the sum of the following: (1) the amount of all rent and other amounts payable by Lessee hereunder due but unpaid as of such date, plus (2) the amount stated in the Supplement or an exhibit thereto as the Termination Balance, plus (3) an amount equal to the applicable purchase price set forth in the Supplement. Upon the occurrence of an Event of Default and at any time thereafter. Lessor may exercise any one or more of the remedies listed below i as Lessor in its sole discretion may lawfully elect: provided, however, that upon the occurrence of an Event of Default specified n Section 20 (d), an amount equal to Lessors Loss as of the date of such occurrence shall automatically be and become immediately due and payable without notice or demand of any kind. A. Lessor may, by written notice to Lessee, terminate this Lease and declare an amount equal to Lessor's Loss as of the date of such notice to be immediately due and payable. and the same shall thereupon be and become immediately due and payable without further notice or demand, and all rights of Lessee to use the Equipment shall terminate but Lessee shall be and remain liable as provided in this Section 21. Lessee shall at its expense promptly deliver the Equipment to Lessor at a location or locations within the continental United States designated by Lessor. Lessor may also enter upon the premises where the Equipment is located and take immediate possession of and remove the same with or without instituting legal proceedings. B. Lessor may proceed by appropriate court action to enforce performance by Lessee of the applicable covenants of this Lease or to recover, for breach of this Lease. Lessor's Loss as of the date Lessor's Loss is declared due and payable hereunder; provided, however, that upon recovery of Lessor's Loss from Lessee in any such action without having to repossess and dispose of the Equipment Lessor shall transfer the Equipment to Lessee at its then location upon payment of any additional amount due under clause (C, b, E) below. C. In the event Lessor repossesses the Equipment. Lessor shall either retain the Equipment in full satisfaction of Lessee's obligation hereunder or sell or lease each item of Equipment in such a manner and upon such terms as Lessor may in its sole discretion determine. The proceeds of such sale or lease shall be applied to reimburse Lessor for Lessor's Loss and any additional amount due under clause (D. E) below. Lessor shall be entitled to any surplus and Lessee shall remain liable for any deficiency. For purposes of this subparagraph, the proceeds of any lease of all or any part of the Equipment by Lessor shall be the amount reasonably assigned by Lessor as the cost of such Equipment in determining the rent under such Lease. D. Lessor may recover interest on the unpaid balance of Lessor's Loss from date it becomes payable until fully paid at a rate of 8% per annum. E. Lessor may exercise any other right or remedy available to it by law or by agreement, and may in any event recover legal fees and other expenses incurred by reason of an Event of Default or to the exercise of any remedy hereunder, including expenses of repossession, repair, storage, transportation, and disposition of the Equipment. No remedy given in this section is intended to be exclusive and each shall be cumulative but only to the extent necessary to e ermit Lessor to recover amounts for which Lessee is liable hereunder. No express or implied waiver by Lessor of any Event of Default shall constitute a waiver of any other Event of Default. 22. NOTICES. Any written notice hereunder to Lessee shall be deemed to have been given when delivered personally or deposited in the United States mails, postage prepaid, addressed to Lessee at its address set forth above or at such other address as may be last known to Lessor. 23. NET LEASE AND UNCONDITIONAL OBLIGATION. This Lease is a completely net lease and Lessee's obligation to pay the rent and amounts payable by Lessee under Sections 15 and 21 is unconditional and not subject to any abatement, reduction, setoff or defense of any kind except as expressly provided herein. 24. NON - CANCELLABLE LEASE. This Lease cannot be canceled or terminated except as expressly provided herein. 25. SURVIVAL OF INDEMNITIES. Lessee's obligations under Sections 10 and 11 shall survive termination of this Lease. 26. MISCELLANEOUS. Any provision of this Lease which is unenforceable in anyjurisdiction shall, as to jurisdiction, be ineffective to the extent of such unenforceability without invalidating the,remaining provisions of this lease, and any such unenforceability in any jurisdiction shall not render unenforceable such provision in any other jurisdiction. This Lease shall in all respects be governed by, and construed in accordance with, the substantive laws of the state in which the Lessee is located. Dated: Lessor: NORWEST INVESTMENT SERVICES, INC. By: Its Vice President masterna 12190 4 Lessee: PUc eA w 0 A J9 A00 a � ��' Norwest Investment Services, Inc. SUPPLEMENT TO MASTER LEASE Sixth and Marquette Minneapolis, MN 55479 -0146 Name and address of Lessee: Supplement ## Pueblo, A Municipal Corporation Box 1427 Pueblo, Colorado 81002 This is a Supplement to the Governmental Lease- Purchase Master Agreement identified above between Lessor and Lessee (the "Master Lease "). Upon the execution and delivery by Lessor and Lessee of this Supplement, Lessor hereby agrees to lease to lessee, and Lessee hereby agrees to lease from lessor, the Property described below upon the terms and conditions of this Supplement and the Master Lease. PROPERTY DESCRIPTION Quantity Serial Number See Schedule A "Equipment Description," which is attached to this Supplement by reference thereto. Location of Property (if different from Lessee's address) SCHEDULE OF RENT PAYMENTS Basic rental # of Payments Advance payments $39,181.63 10 payments —0- Rent commencement date 3=24 Term in months from rent commencement Plus applicable sales First Payment Date Payment due on 34.12 months or use tax signing this Lease -0- 9/15/92 -0- Rental payment period (check one) [ ]Monthly [ ]Annually [ ]Quarterly [ ]Other - -see additional FINANCE AMOUNT $ 335 ,206.00 [X]Semiannually provisions TOTAL RENT $ 391, 816, 30 Additional Provisions: Lessor: Norwest Investment Services, Inc. By Its Vice Pres. & Regional Manag Date: 4 — . �k_ y — y . y LESSEE fit 416 , A hlfet w+ r K ,9/ (yo xraor- . ay Its & Q(acec Date 11!�1_4 ; t 1 1 9? °\ ( V C i urn Sys SCHEDULE A EQUIPMENT DESCRIPTION Style Description Qty Price 3135 -92 System 80 MOD 20 1 a 110,000 8MB Memory 3 'Selector Channel M9720 --12 3.1 GS Disk 1 100 M9610 - 00 1.5 08 Disk Exp. 1 41,000 P5267 -09 Disk /Printer Cables 3 1,395^ P5268 -01 Cable TermInators 3 900 9246 -25'8 2000 LPM 7rinter 1 39,000- 9946 - 25B Print Band 1 n/c P9040 -05 Power Cable 1 63- 8609 -00 TMUX 4 8,552- Total Mainframe Hardware $ 300,910 PWT120 PWT120 Terminal 38 20,520 PWM100 - M0H Monitor 38 11 ,590 AP1337 80 Column Ptr 38 26,56 AP1337 -SI Serial 1 /f' 38 3,6 10 -P -C 3a ... -- :?md —T r'& e. t c�.r ._ _., , .... .., -.._.. . -.-- -- Z g..5. s 4 �� • c �'' 1F3290 -00 3 FT Cable 38 `'.+ 2,128 Total Terminal /Printer $ 67,260 6222 - 96 COBOL74 1 6,263 Total Software $ 6,263 Discount $ (36,661) TOTAL MOUNT TO BE LEASE $ 337 , 7 7 2 3 35' 0 0 Cp THE CITY OF PUEBLO, COLORADO Name of Issuer Exhibit A All -In Cost Periods /Year 1st Payment 2nd Payment Level Payment Average Life 2 Sep 15, 1992 Mar 15, 1993 $39,181.63 2.84 years 15th day ---- -- - - - - -- Mar 24, 1992 1 $39,181.63 34.12 months Costs Funded Pmt Rate Closing Date $ of Payments Closing Fees Accrued Int. $335 206.00 5.942% Mar 24 1992 10 [$0.00) $8,181.53 Payment Number Payment Interest Principal Termination Value Due Date Mar 24, 1992 1 $39,181.63 $9,461.02 $29,720.60 $310,480.39 Sep 15, 1992 2 $39, 181.63 $9,075.97 $30,105.66 $279,448.33 Mar 15, 1993 3 $39,181.63 $8,181.53 531,000.09 5247,601.74 Sep 15, 1993 4 $39,181.63 57,260.52 $31,921.11 $214,919.23 Mar 15, 1994 5 539,181.63 $6,312.14 $32,869.48 $181,378.86 Sep 15, 1994 6 $39,181.63 55,335.59 $33,846.04 $146,958.11 Mar 15, 1995 7 $39,181.63 $4,330.03 $34,851.60 $111,633.88 Sep 15, 1995 8 $39,181.63 $3,294.58 535,887.04 $75,382.45 Mar 15, 1996 9 $39,181.63 $2,228.38 536,953.25 $38,179.48 Sep 15, 1996 10 S39 $1 $38 $1.00 Mar 15 1997 C:\EXCEL\PUB.LSE 3/3/92 8:09 AM