HomeMy WebLinkAbout20081074.tiff RESOLUTION
RE: APPROVE LEASE WITH OPTION TO PURCHASE AGREEMENT AND AUTHORIZE
CHAIR TO SIGN - KANSAS STATE BANK OF MANHATTAN
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Lease with Option to Purchase
Agreement between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Weld County Paramedic Services, and Kansas
State Bank of Manhattan,commencing upon full execution,with further terms and conditions being
as stated in said lease, and
WHEREAS, after review, the Board deems it advisable to approve said lease, a copy of
which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado,that the Lease with Option to Purchase Agreement between the County of Weld,
State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf
of the Weld County Paramedic Services, and Kansas State Bank of Manhattan be, and hereby is,
approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said lease.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 9th day of April, A.D., 2008.
BOARD OF COUNTY COMMISSIONERS
ELa�1 WELD COUNTY, COLORADO
04,4
1261
William H. Jerke, Chair
lerk to the Board ) ,• 1t
-i ti\'\-1
/7 Robe n, o-Tem
De. ty Cle to the Boa . C
Wil am F. Garcia
APPROVE A RM: EXCUSED
David E. Long
my Attorney
as R�p her
Date of signature: oug
�� 1
2008-1074
AM0019
l
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LEASE WITH OPTION TO PURCHASE AGREEMENT Standard VPA 102307
Lessee: Lessor:
Weld County,Colorado Kansas State Bank of Manhattan
1121 M Street 1010 Westloop, P.O. Box 69
Greeley,Colorado 80631 Manhattan, Kansas 66505-0069
Dated as of March 28,2008
This Lease With Option to Purchase Agreement dated as of the date listed above is between Lessor and Lessee listed directly above. Lessor desires to finance the purchase of
the Equipment described in Exhibit'A'to Lessee and Lessee desires to finance the purchase of the Equipment from Lessor subject to the terms and conditions of this Agreement
which are set forth below.
L Definitions:
Groan 1.01. Definitions. The following tarns will have the meanings indicated below unless the context clearly requires otherwise:
Additional Schedule refers to the proper execution of additional Schedules to Exhibit A,Exhidt B,Exhibit C and Exhibit D as well as other exhibits or documents that may be
requited by the Lessor alt of which ralate to a lease of additional Equipment.
'Agreement"means this Lease with Option to Purchase Agreement and all Exhibits attached hereto.
'Budget Year'means the Lessee's fiscal year.
ComnencemeM Dale"is the date when Lessee's obligation to pay rent begins.
'Equipment'means all of the items of Equipment listed on Exhibit'A'and all replacements,restorations,modifications and improvements.'Legally Available Funds'means funds that the governing body of Lessee duly appropriates availableforthe p
this Agreement,including monies held in the Vendor Payable that such moneys
nre otherwise leg pre antfor m purpose r h making Rental Payments under
'Lessee'means the entity leasing int the the Equipmentxtent f m its r unare used to prepay Rental Agreement.
eemenb or Purchase Option Price.
'Lessor means the entity listed above as above
ea and Lessor wo or isanyof es. from Lessor under the provisions of this
Original gi T listed and all as its assignees.
'Lease Term'means the Tenn all Renewal Terms.
'Original Terri'means the period from the Commencement Date until the end of the Budget Year of Lessee.
Partial Prepayment Date'means the first Rental Payment date that occurs on or after the earlier of(a)the twenty-four month(24)anniversary of the Commencement Date or(b)
the date on which Lessee has accepted all the Equipment and as of the equipment has been paid for from the Vendor Payable Account.
Purchase Price"means the total cost of the Equipment,Including all delivery charges,installation charges,egal fees,financing costs,recording and filing fees and other costs
necessary to vest full clear legal title to the Equipment in Lessee,subject to the security interest granted to and retained by Lessor as set forth in this Agreement,and otherwise
incurred in connection with the financing of this Equipment
'Renewal Term'means the annual term which begins at the end of the Original Temt and which is simultaneous with Lessee's Budget Year.
'Rental Payments'means the payments Lessee is required to make under this Agreement as set forth on Exhibit R'.
'State'means the state in which Lessee is located.
'Surplus Amount'means any amount on deposit in the Vendor Payable Account on the Partial Prepayment Date.
'Vendor Payable Account'means the separate account of that name established pursuant to Section X of this Agreement
II. Lessee Warranties
Section 2.01. Lessee represents.warrants and covenants as follows for the benefit of Lessor or its assignees:
(a) Lessee is an issuer of tax exempt obligations'because Lessee is the State or a political subdivision of the State within the meaning of Section 103(a)of the Internal
Revenue Code of 1986,as amended,(the'Code')or because Lessee is a constituted authority or district authorized to issue obligations on behalf of the State or political
subdivision of the State within the meaning of Treasury Regulation 1.103-1(b).
(b) Lessee is authorized under the Constitution and ews of the State to enter into this Agreement,and has used such authority to properly execute and deliver this Agreement.
Lessee has followed all proper procedures of its governing body in executing this Agreement. The Officer of Lessee executing this Agreement has the authority to execute
and deliver this Agreement. This Agreement constitutes a legal,valid,binding and enforceable obligation of the Lessee in accordance with its terms.
(c) Lessee has complied with all statutory laws and regulations that may be applicable to the execution of this Agreement
(d) Lessee shall use the Equipment only for essential,traditional government purposes.
(e) Should the IRS disallow the tax-exempt status of the Interest Portion of the Rental Payments as a result of the failure of the Lessee to use the Equipment for governmental
purposes,then Lessee shall be required b pay additional sums to the Lessor or its assignees so as to bring the after tax yield to the same level as the Lessor or its
assignees would attain if the transaction continued to be tax-exempt
(0 Should the Lessee cease to be an issuer of tax exempt obligations or if the obligation of Lessee created under this Agreement ceases to be a tax exempt obligation for any
reason,then Lessee shall be required to pay additional sums to the Lessor or its assignees so as to bring the after tax yield on this Agreement to the same level as the
Lessor or its assignees would attain if the transaction continued to be tax-exempt
(g) Lessee has never non-appropriated funds under an Agreement similar to this Agreement.
(h) Lessee will submit to the Secretary of the Treasury an information reporting statement as required by the Code.
(i) Upon request by Lessor,Lessee will provide Lessor with current financial statements,reports,budgets or other relevant fiscal inhonnation.
0) Lessee shall retain the Equipment free of any hazardous substances as defined in the Comprehensive Environmental Response,Compensation and Liability Act,42 U S.C.
9601 et.seq.as amended and supplemented.
(k) Lessee presently intends to continue this Agreement for the Original Term and all Renewal Terms as set forth on Exhibit B'hereto. The official of Lessee responsible for
budget preparation will include In the budget request for each Budget Year the Rental Payments to become due In such Budget Year,and will use all reasonable and lawful
means available to secure the appropriation of money for such Budget Year sufficient to pay the Rental Payments coming due therein. Lessee reasonably believes that
mays can and will lawfully be appropriated and made available for this purpose.
III. Acquisition of Equipment,Rental Payments and the Purchase Option Price
Section 3.01 Arnuisibot,Installation and Acceptance Lessee shall be solely responsible for the ordering of the Equipment and for the delivery and installation of the Equipment
Lessor shall have no liability for any delay in delivery or failure by the supplier to dekvar any Equipment or to fill any purchase order Lessee will pay or cause the supplier to pay
all transportation,packing,taxes,duties, insurance,installation,testing and other charges in connection with the delivery,instaeation and use of the Equipment As soon as
practicable after the receipt of the Equipment,Lessee shall furnish Lessor with an Acceptance Certificate Execution of the Acceptance Certificate by any employee,official or
agent of Lessee having managerial,supervisory or procurement authority with respect to Equipment of the same general Equipment on behalf of the Lessee. By making a Rental Payment after its receipt of the Equipment e as.Lesseee Equipment shall deemed
to acceptance vccept of the
Equipment on the date of such Rental Payment for purposes of this q ant putal rsuant paid prior this Aeleemao, shall ee deemed to have eccePtee tito
Rental Payments as they become due as shown on tie Rental Payment Schedue attached as Ex8 hereto. to delivery of the Acceptance Certificate shall be credited to
Section 3.02, Rental Payments. Lessee shall pay Rental Payments exclusively to Lessor or its assignees in lawful,legally available money of the United States of America. The
Rental Payments shall be sent b the location specified by the Lessor or its assignees. The Rental Payments shall be payable solely from Legally Available Funds,shall
constitute a current expense of the Lessee and shall not constitute an indebtedness of the Lessee. The Rental Payments are due as set forth on Exhibit B. Lessor shall have the
option to charge interest at the highest lawful rate on any Rental Payment received later than the due date for the number of days that the Rental Payments)were late,plus any
additional accrual on the outstanding balance for the number of days that the Rental Payments)were late. Lessor shalt also have the option,on monthy payments only,to
charge a late fee of up to 10%of the monthly Rental Payment that is past due. The Rental Payments will be payable without notice or demand at the time and in the Amounts
shown on Exhibit 8.
Section 3.03. Rental Payments Unconditional. Except as provided under Section 4.01,THE OBLIGATIONS OF LESSEE TO MAKE RENTAL PAYMENTS AND TO PERFORM
AND OBSERVE THE OTHER COVENANTS CONTAINED IN THIS AGREEMENT SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT,
DIMINUTION.DEDUCTION,SET-OFF OR DEFENSE. Lessee understands and agrees that neither the manufacturer,seller or supplier of any Equipment,nor any salesman or
other agent of any such manufacturer,seller or suppler,is an agent of Lessor. No salesman or agent of the manufacturer,seller or supplier of any Equipment is authorized to
waive or alter any term or condition of this Agreement,and no representation as to Equipment or any other matter by the manufacturer,seller or supplier of any Equipment shall in
any way affect Lessee's duty to pay the Rental Payments and pirfwm its other obligations as set forth in this Agreement.
Section 8.04 Purchase Option Prim. Upon thirty(30)days written notice,Lessee shall have the option to pay,in addition to the Rental Payment the corresponding Purchase
Option Price which is listed on the same line on Exhibit B. This option a only available to the Lessee on the Rental Payment date and no partial prepayments are stowed. If
Lessee chooses this option and pays the Purchase Option Price to Lessor then Lessor wit transfer any and all of its rights.free and interest in the Equipment to Lessee.
Section 3.05. Lease Term. The Lease Tenn of the Agreement shall be the Original Term and all Renewal Terms until all the Rental Payments are paid as set forth on Exhibit B
excapt as provided under Section 4.01 and Section 9.01 below. If,after the end of the b dgettrg process which occurs at the end of the Original Term or any Renewal Tenn,
Lessee has not non-appropriated as provided for in this Agreement then the Lease Term shall be extended into the next Renewal Term and the lessee shalt be obligated to make
all the Rental Payments that come due during such Renewal Term.
Sertvn 396 Disclaimer of Warrantee LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED.AS TO THE VALUE, DESIGN,
CONDITION,MERCHANTABILITY,FITNESS FOR PARTICULAR PURPOSE OR ANY OTHER WARRANTY WITH RESPECT TO THE EQUIPMENT. LESSOR SHALL NOT BE
LIABLE FOR ANY INCIDENTAL,INDIRECT,SPECIAL OR CONSEQUENTIAL DAMAGE ARISING OUT OF THE INSTALLATION,OPERATION,POSSESSION.STORAGE OR
USE OF THE EQUIPMENT BY LESSEE.
IV. Non.Approprlauon
Carton 4 01. Non-Approonaeon, If insufficient funds are available in Lessee's budget for the next Budget Year to make the Rental Payments for the next Renewal Term and the
funds to make such Rental Payments are otherwise unavailable by any lawful means whatsoever.then Lessee shall have the option to non-appropriate the funds to pay the
Rental Payments for the next Renewal Term. Lack of a sufficient appropriation shall be evidenced by the passage of an ordnance or resolution by the governing body of Lessee
specifically prohibitingLessee from performing its obligations under Its Agreement and from using any moneys to pay the Rental Payments due under this Agreement for a
all remaining Renewal Terns shall ll befiterminated uent get Years. If Lessee at the end of the then currentOriginal Term or Renewal this option,then n Teen,,without tyations of the Lessee under this Agreement eeregarding of Rental Payments idedthat t f
Lessee has not delivered possession of the Equipment to Lessor as provided herein and Fenafti or liability to the Equipment pe any kind provided the if
Budget Year for which Rental Payments were paid,the termination shall nevertheless be effective but Lessee shall bed¢s interest in the payment by the end an last
equal to the amount of the Rental Payments responsible for theBud of damages in amount
thereafter corning due a Exhibit'ss which are attributable tote number as uf idays such Budget Year during o which sorLessee
fails as the such to n and for any other oss If
suffered y Lessor as a result u s.then ee'L failure to take such theactions Equipment touLe. rLessee o idll immedaey ction 9 0 LeLesr ee
shall be todecision faa age tothe ate is ernmade.f If an rmal non-appropriationw ea If ssa fails sdelli er t erqme s or,toe as provided below in Section es4. Lessee
shall be liable for is damage o e equipment other than normal harg and tear. If Lessee fails to delver the Equipment to Lessor,then Lessor may enter the premises where the
Equipment is located and take possession of the Equipment and charge Lessee for costs incurred.
V. Insurance,Damage,Insufficiency of Proceeds
Section 5.01, Insurance. Lessee shall maintain both casualty instance and liability insurance at its own expense with respect to the Equipment Lessee shall be so
responsible for selecting the insurers)and for making all premium payments and ensuring that at Lessee
policies are continuously kept in effect during the period when es
required to make Rental Payments. Lessee shall provide Lessor with a Certificate of Insurance which lists the Lessor and/or assigns as a loss payee and an additional insured on
the policies with respect to the Equipment
(a) Lessee shat insure the Equipment against any lass or damage by fire and all other risks covered by the standard extended coverage endorsement then in use in the
State and any other risks reasonably required by Lessor in an amount at least equal to the then applicable Purchase Option Price of the Equipment A temativety,
Lessee may insure the Equipment under a blanket insurance policy or policies.
(b) The liability insurance shall insure Lessor from Hebalty and property damage in any form and amount satisfactory to Lessor.
(c) Lessee may self-insure against the casualty risks and liability risks described above. If Lessee chooses this option.Lessee must furnish Lessor with a certificate
and/or other documents which evidences such coverage.
(d) AN insurance policies issued or affected by this Section shall be so written or endorsed such that the Lessor and its assignees are named additional insureds and loss
payees and that all losses are payable to Lessee and Lessor or is assignees as their interests may appear. Each policy issued or affected by this Section shall
contain a provision that the insurance company shall not cancel or materially modify the policy without first giving thirty(30)days advance notice to Lessor or its
assignees. Lessee shall furnish to Lessor certificates evidencing such coverage throughout the Lease Tenn.
Section 5.07. Damao,to nr DesWction of Eoulomen(. Lessee assumes the risk of loss or damage to the Equipment.
damaged,or destroyed by fire or other casualty.Lessee will immediately report all such losses to linsurers andf the take the proper
or procedures any es t thereof is lost,stolen,
proceeds. At the option of Lessor.Lessee shall either(1)apply the Net Proceeds to replace, resor the the Nt a attain all insurance
Purchase Option P' tip ds repair shall mean the Equipment or an apply Net Proceeds to the applicable
p rater. For purposes of lies Maimed
and Section 5.03, the term Net Proceeds mean the amount of insurance proceeds collected from aH applicable
insurance policies after deducting all expenses incurred in the collection thereof.
Berton 5 03. Insu tffr:iency of Net Proceedq. If there are no Net Proceeds for whatever reason or if the Net Proceeds are Insufficient to pay in full the cost of any replacement,
repair, restoration, modification or Improvement of the Equipment, then Lessee shall, at the option of Lessor, either(1)complete such replacement, repair, restoration,
modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds or(2)apply the Net Proceeds to the Purchase Option Price and pay the
deficiency,if any,to the Lessor.
Section 5.04, I asses Neolioerlce Lessee assumes all asks and liabilities,whether or not covered by Insurance,for loss or damage to the Equipment and for injury to or death of
any person or damage to any property whether such injury or death be with respect to agents or employees of Lessee or of third parties,and whether such property damage be to
Lessee's property or the property of others(ircluang,without limitation,liabilities for loss or damage related to the release or threatened release of hazardous substances under
the Comprehensive Environmental Response.Compensation and Liability Act,the Resource Conservation and Recovery Act or similar or successor law or any state or local
equivalent now existing or hereinafter enacted which in any manner arise out of or are incident to any possession,use,operation,condition or storage of any Equipment by
Lessee)which is proximately caused by the negligent conduct of Lessee,its officers,employees and agents. Lessee hereby assumes responsibility for and agrees to reimburse
Lessor for all liabilities, obligations, losses,damages,penalties,claims, actions,costs and expenses(including reasonable attorneys'fees)of whatsoever kind and nature,
imposed on,incurred by or asserted against Lessor that in any way relate to or arise out of a claim,suit or proceeding,based in whole or in part upon the negligent conduct of
Lessee,its officers,employees and agents,to the maximum extent permitted by law.
VI. Title and Security Interest
Sexton 6 01 Tile. Title to the Equipment shall vest in Lessee when Lessee acquires and accepts the Equipment. Title to the Equipment will automatically transfer to the Lessor
in the event Lessee non-appropriates under Section 4.01 or In the event Lessee debuts under Section 9.01. In either of such events,Lessee shall execute and deliver to Lessor
such documents as Lessor may request to evidence the passage of legal title to the Equipment to Lessor.
Section 6.02. Security Interest To secure the payment of all Lessee's obligations under this Agreement,Lessee hereby grants to Lessor a security interest under the Uniform
Commercial Code constituting a first lien on the Equipment described more fully on Exhibit'A'. The security interest established by this section includes not only all additions,
attachments,repairs and replacements to the Equipment but also at proceeds therefrom. Lessee authorizes Lessor o under the Uniform Commercial Code to perfect the Security Interest created hereunder. Prepare and record any Financing Statement required
VII. Assignment
Section 7,01. Assiorrnent by I essg(. All of Lessor's rights.the andlor interest in and to this Agreement may be assigned and reassigned in whole or in part to one or more
assignees or sub-assignees(including a Registered Owner for Lease Participation Certificates)by Lessor at any time without the consent of Lessee. No such assignment shall
be effective as against Lessee until the assignor shall have filed with Lessee written notice of assignment identifying the assignee. Lessee shall pay all Rental Payments due
hereunder reating to such Equipment to or at the direction of Lessor or the assignee named in the notice of assignment Lessee shall keep a complete and accurate record of at
such assignments.
Section 7.02. Assignment by Lessee. None of Lessee's right,tree and interest under this Agreement and in the Equipment may be assigned by Lessee unless Lessor approves
of such assignment in venting before such assigmnent occurs and only after Lessee first obtains an opinion from nationally recognized counsel stating that such assignment will
not jeopardize the tax-exempt status of the obligation.
VIII. Maintenance of Equipment
Section 8.01. Lessee shall keep the Equipment in good repair and working order. Lessor shall have no obligation to inspect,test service,maintain,repair or make improvements
or additions to to Equipment under any circumstances. Lessee will be liable for all damage to the Equipment other than normal wear and tear,caused by Lessee,its employees
or its agents. Lessee shall pay for and obtain all permits,licenses and taxes necessary for the installation,operation,possession,storage or use of the Equipment If the
Equipment includes any titled vehicle(s),then Lessee is responsible for obtaining such Ma'am the State and also for ensuring that Lessor is listed as First Lienholder on all of
the bfle(s). Lessee shall rot use the Equipment to haul,convey or transport hazardous waste as defined in the Resource Conservation and Recovery Act,42 U.S.C.6901 et,seq.
Lessee shall not during the term of this Agreement create,incur or assume any levies,liens or encumbrances of any kind with respect to the Equipment except those created by
this Agreement.Lessee agrees that Lessor or its Assignee may execute such additional documents including financing statements,affdavits,notices,and similar instruments,for
and on behalf of Lessee which Lessor deems necessary or appropriate to protect Lessors interest in the Equipment and in this Agreement.The Equipment is and shall at all
times be and remain personal properly. Lessee shall allow Lessor to examine and inspect the Equipment at an reasonable times.
( f
IX. Default
Stir Linn 9.01 Events of Default defined. The following events shall constitute an'Event of Default'under this Agreement
(a) Failure by
Lessee to pay any Rental Payment listed on Exhibit"B'for fifteen(15)days after such payment is due according to the Payment Date listed on Exhibit''B.(a) Failure
Pay any other payment required to be paid under this Agreement al the time specified herein and a continuation of said failure for a period of fifteen(15)
days after written notice by Lessor that such payment must be made. If Lessee continues to fail to pay any payment after such period,then Lessor may,but will not be
obligated to,make such payments and charge lessee for all costs incurred plus interest at the hghest lawful rate.
(c) Failure by Lessee to observe and perform any warranty,covenant condition,promise or duty under this Agreement for a period of thirty(30)days after written notice
specifying such failure is given to Lessee by Lessor.unless Lessor agrees in writing to an extension of time. Lessor wa not unreasonably withhold its consent to an
extension of time if corrective action is instituted by Lessee. Subsection(c)does not apply to Rental Payments and other payments discussed above.
(d) Any statement,materiel omission,representation or warranty made by Lessee in or pursuant to this Agreement which proves to be false,inured or misleading on
the date when made regardless of Lessee's intent and wtacn materially adversely affects the rights or security of Lessor under this Agreement
(e) Any provision of this Agreement which ceases to be valid ter whatever reason and the loss of such provision wouldmaterially adversely affect the rights or security of
Lessor.
(0 Lessee admits in wilting its inability to pay Its obligations. Lessee defaults on are or more of its other obligations. Lessee applies or consents to the appointment of a
receiver ore custodian to manage its affairs. Lessee makes a general assignment for the benefit of creditors.
Section 9 02. Remedies on Default Whenever any Event of Default exists.Lessor slap have the right to take one or any combination of the following remedial steps:
(a) With or without terminating this Agreement.Lessor may declare all Rental Payments and other amounts payable by Lessee hereunder to the end of the then current
Budget Year to be immediately due and payable.
(b) With or without terminating ties Agreement Lessor may require Lessee at Lessee's expense to redeliver any or all of the Equipment to Lessor as provided below in
Seely)9.04. Such delivery shell take place within fifteen(15)days after the event of default occurs.If Lessee fails to delver the Equipment.Lessor may enter the
premises where the Equipment is located and take possession of the Equipment and charge Lessee for cost incurred. Notwithstanding that Lessor has taken
possession of the Equipment,Lessee shall still be obligated to pay the remaining Rental Payments due up until the end of the then current Original Term or Renewal
Tenn. Lessee will be liable or any damage to the Equipment caused by Lessee or its employees or agents.
(c) Lessor may retain ail amounts credited to the Vendor Payable Account and Lessee shall have no nether interest therein.
(d) Lessor may take whatever action at law or in equity that may appear necessary or desirable to enforce its rights. Lessee shall be responsible to Lessor for all costs
incurred by Lessor in the enforcement of its rights under this Agreement including.but not limited to.reasonable attorney fees.
Section 9.0.9. No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exdluive and every such remedy shall be cumulative and shall be
in
shall addition every other remedy given under this Agreement now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any
default repair any such right or shall be construed to be a waiver thereof.
Section 9.04 Rehim of Ere tment and Storage
(a) Surrender. The Lessee shall,at its own expense,surrender the Equipment to the Lessor in the event of a default or a non-appropriation by delivering the Equipment
to the Lessor to a location accessible by common carrier and designated by Lessor. In the case that any of the Equipment consists of software,Lessee shall destroy
all intangible Items constituting such software and shall deliver to Lessor all tangible items constituting such software. At Lessors request.Lessee shall also certify in
a form acceptable to Lessor that Lessee has complied with the above software return provisions and that they will immediately cease using the software and that they
shall permit Lessor and/or the vendor of the software to Inspect Lessee's locations to verify compliance with the tent hereto.
(b) Delivery: The Equipment shall be delivered to the location designated by the Lessor by a common carrier unless the Lessor agrees in writing that a common carrier is
not needed. When the Equipment is delivered into the custody of a common carrier,the Lessee shall arrange for the shipping of the Item and its insurance in transit in
accordance with the Lessors instructions and at the Lessee's sole expense. Lessee.at Its expense,shall completely sever and disconnect the Equipment or its
component parts from the Lessee's property all without liability to the Lessor. Lessee shall pack or crate the Equipment and all of the component parts of the
Equipment carefully and in accordance with any recommendations of the manufacturer. The Lessee shall deliver to the Lessor the plans,specifications operation
manuals or other warranties and documents furnished by the manufacturer or vendor on the Equipment and such other documents in the Lessee's possession relating
to the maintenance and methods of operation of such Equipment.
(c) Condition: When the Equipment is surrendered to the Lessor It shall be In the condition and repair required to be maintained under this Agreement. It will also meet
all legal regulatory conditions necessary for the Lessor to sell or lease it to a third party and be free of all liens. If Lessor reasonably determines that the Equipment or
an item of the Equipment once it is returned,is not in the condition required hereby.Lessor may cause the repair,service.upgrade,modification or overhaul of the
Equipment or an item of the Equipment to achieve such condition and upon demand,Lessee shall promptly reimburse Lessor for all amounts reasonably expended in
connection with the foregoing.
(d) Storage: Upon written request by the Lessor,the Lessee shall provide free storage for the Equipment or any item of the Equipment for a period not to exceed 60 days
after the expiration of its lease term before retuning it to the Lessor. The Lessee shall arrange for the insurance described to continue in full force and effect with
respect to such item dung its storage period and the Lessor shall reimburse the Lessee on demand for the incremental premium cost of providing such insurance.
X. Vendor Payable Account
Section 10.01 Fetablishment of Vendor Payable Account On the date that the Lessor executed this Agreement,which Is on or after the date that the Lessee executes this
Agreement.Lessor agrees to(i)make available to Lessee an amount sufficient to pay the total Purchase Price for the Equipment by establishing a separate,non-interest bearing
account(the'Vendor Payable Account'),as agent for Lessee's account,with a financial institution that Lessor selects that is acceptable to Lessee(including Lessor or any of its
affiliates)and(ii)to deposit an amount equal to such Purchase Price as reflected on Exhibit B in the Vendor Payable Account Lessee hereby further agrees to make the
representations.warranties and covenants relating to the Vendor Payable Account as set forth in Exhibit C attached hereto. Upon Lessee's delivery to Lessor of a Payment
Request Form in the form set forth in Exhibit G attached hereto,Lessee authorizes Lessor to withdraw funds from the Vendor Payable Account from time to time to pay the
Purchase Price,or a portion thereof,for each item of Equipment as it is delivered to Lessee. The Payment Request Form must be signed by an authorized individual acting on
behalf of Lessee. The authorized individual or individuals designated by the Lessee must sign the Payment Request Form Signature Card which will be kept in the possession of
the Lessor.
section 10.02.Down Payment. Prior to the disbursement of any funds from the Vendor Payable Account, the Lessee must ever(1)deposit all the down payment funds that the
Lessee has committed towards the purchase of the Equipment into the Vendor Payable Account or(2)Lessee must provide written verification to the satisfaction of the Lessor
that all the down payment funds Lessee has committed towards the purchase of the Equipment have already been spent or are simultaneously being spent with the funds
requested from the initial Payment Request Form. For purposes of this Secton,the down payment funds committed towards the Equipment from the Lessee are the down
payment funds that were represented to the Lessor at the time this transaction was submitted for credit approval by the Lessee to the Lessor.
Section 10.03. Disbursement upon Non-Aooropriation. If an Event of Non-appropriation occurs prior to the Partial Prepayment Date,the amount then on deposit in the Vendor
Payable Account shall be retained by the Lessor and Lessee will have no interest therem.
Section 10.04. Surplus Amount. Any Surplus Amount then on deposit in the Vendor Payable Account on the Partial Prepayment Date shall be applied to pay on such Partial
Prepayment Date a portion of the Purchase Option Price then applicable.
Section 10.05. Re ralulation of Rental Payments. Upon payment of a portion of the Purchase Option Price as provided in Section 10.04 above,each Rental Payment thereafter
shall be reduced by an amount calculated by Lessor based upon a fraction the numerator of which is the Surplus Amount and the denominator of which is the Purchase Option
Price on such Partial Prepayment Date. W ithin15 days after such Partial Prepayment Date,Lessor shall provide to Lessee a revised Exhibit B to this Agreement which shall take
into account such payment of a portion of the Purchase Option Price thereafter and shall be and become thereafter Exhibit B to this Agreement. Notwithstanding any other
provision of this Section 10. this Agreement shall remain in full force and effect with respect to at or the portion of the Equipment accepted by Lessee as provided in ti's
Agreement and the portion of the principal component of Rental Payments remaining unpaid after the Partial Prepayment Date plus accrued interest thereon shall remain payable
in accordance with the terms of this Agreement including revised Exhibit B hereto which shall be binding and conclusive upon Lessor and Lessee.
XI. Miscellaneous
Sextinn 11.01. Noticeg. All notices shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail,postage prepaid,to the parties at their
respective places of business as first set forth herein or as the parties shall designate hereafter in writing.
Section 11.02. Binding Fter(. This Agreement shall inure to the benefit of and shall be binding upon Lessee and Lessor and their respective successors and assigns.
Section 11.03. Severability. In the event any provision of this 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
$fiction 11,04. Amendments Addenda.Chances or Modifications This Agreement may be amended,added to,changed or modified by written agreement duly executed by
Lessor and Lessee.
Section 11.05. Execution in Cninteroarts. This Agreement may be simultaneously executed in several counterpans.each of which shall be an original and all of which shall
constitute but one and the same instrument.
Section 11.06, Captions. The captions or headings in this Agreement do not define,limit or descnbe the scope or intent of any provisions or sections of this Agreement.
Section 11.07. Master Lease.This Agreement can be utilized as a Master Lease Agreement. This means that the Lessor and the Lessee may agree to the lease of additional
Equipment under this Agreement at some point in the future by executing one or more Additional Schedules to Exhibit A,Exhibit B,Exhibit C and Exhibit D as well as other
r
exhibits or documents that may be required by Lessor. Additional Schedules will be consecutively numbered on each of the exhibits which make up the Additional Schedule and
all the terms and conditions of the Agreement shall govem each Additional Schedule.
Section 11.08. Entire Writh,a. This Agreement constitutes the entire writing between Lessor and Lessee. No waiver,consent,modification or change of hellls of this Agreement
shall bind either party unless in witting and signed by both parties,and then such waiver,consent modification or change shall be effective only in the specific instance and for the
specific purpose given. There are no understandings,agreements representations,conditions,or warranties,express or implied,which are not specified herein regarding this
Agreement or the Equipment eased hereunder.Any terms and conditions of any purchase cider or other documents submitted by Lessee in connection with this Agreement
which are in addition to or inconsistent with the terms and conditions of this Agreement will not be binding on Lessor and will not apply to this Agreement.
Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives listed below.
WELD COUNTY,COLORADO KANSAS,STAT BA K OF MANHATTAN
� �lt /`v�'
Signature Signature
W;lltam . Jerke, Chair (04/09/2008) MARK A. SKOCHDOPOLE, VICE PRESIDENT
Type. I Orr rri,. 're
IA E L;`` Typed Name and Title
eVti
t•y �t
et,,,a1
f 4e)
•
VIE' COUNTY CLERK TO THE BOARD
BY: Q,48
DER Y CL K TO THE OARD
Schedule (01}
EXHIBIT A
DESCRIPTION OF EQUIPMENT
RE: Lease With Option to Purchase Agreement dated as of March 28, 2008, between Kansas State Bank of
Manhattan(Lessor)and Weld County,Colorado(Lessee)
Below is a detailed description of all the items of Equipment including quantity, model number and serial number where
applicable:
Eleven(11)Zoll E Series ACLS Manual Defibrillators and Two(2)Zoll Auto Pulse Systems
Physical Address of Equipment after Delivery: /12 / M. ,YT/ec , C/ee , (0 ?a,3 '
Schedule(01)
EXHIBIT B
PAYMENT SCHEDULE
RE: Lease With Option to Purchase Agreement dated as of March 28, 2008, between Kansas State Bank of
Manhattan(Lessor)and wit@ C unto C do(Lessee)
Date of First Payment: January 1, 2009
Original Balance: $216,699.80
Total Number of Payments: Thirty-six(36)
Number of Payments Per Year: Twelve (12)
Pmt Due Rental Applied to Applied to 'Purchase
No. Date Payment Interest Principal Option Price
1 1-Jan-09 $6,727.51 $8,415.13 -$1,687.62 Not Available
2 1-Feb-09 $6,727.51 $926.42 $5,801.09 Not Available
3 1-Mar-09 $6,727.51 $901.81 $5,825.70 $211,953.87
4 1-Apr-09 $6,727.51 $877.10 $5,850.41 $205,809.23
5 1-May-09 $6,727.51 $852.28 $5,875.23 $199,647.70
6 1-Jun-09 $6,727.51 $827.36 $5,900.15 $193,469.22
7 1-Jul-09 $6,727.51 $802.33 $5,925.18 $187,273.75
8 1-Aug-09 $6,727.51 $777.19 $5,950.32 $181,061.24
9 1-Sep-09 $6,727.51 $751.95 $5,975.56 $174,831.65
10 1-Oct-09 $6,727.51 $726.60 $6,000.91 $168,584.93
11 1-Nov-09 $6,727.51 $701.15 $6,026.36 $162,321.03
12 1-Dec-09 $6,727.51 $675.58 $6,051.93 $156,039.90
13 1-Jan-10 $6,727.51 $649.91 $6,077.60 $149,741.50
14 1-Feb-10 $6,727.51 $624.13 $6,103.38 $143,425.78
15 1-Mar-10 $6,727.51 $598.24 $6,129.27 $137,092.69
16 1-Apr-10 $6,727.51 $572.23 $6,155.28 $130,742.18
17 1-May-10 $6,727.51 $546.12 $6,181.39 $124,374.21
18 1-Jun-10 $6,727.51 $519.90 $6,207.61 $117,988.73
19 1-Jul-10 $6,727.51 $493.57 $6,233.94 $111,585.69
20 1-Aug-10 $6,727.51 $467.12 $6,260.39 $105,165.04
21 1-Sep-10 $6,727.51 $440.57 $6,286.94 $98,726.73
22 1-Oct-10 $6,727.51 $413.90 $6,313.61 $92,270.72
23 1-Nov-10 $6,727.51 $387.11 $6,340.40 $85,796.95
24 1-Dec-10 $6,727.51 $360.22 $6,367.29 $79,305.38
25 1-Jan-11 $6,727.51 $333.21 $6,394.30 $72,795.96
26 1-Feb-11 $6,727.51 $306.08 $6,421.43 $66,268.64
27 1-Mar-11 $6,727.51 $278.84 $6,448.67 $59,723.37
28 1-Apr-11 $6,727.51 $251.48 $6,476.03 $53,160.10
29 1-May-11 $6,727.51 $224.01 $6,503.50 $46,578.78
30 1-Jun-11 $6,727.51 $196.42 $6,531.09 $39,979.36
31 1-Jul-11 $6,727.51 $168.72 $6,558.79 $33,361.79
32 1-Aug-11 $6,727.51 $140.90 $6,586.61 $26,726.02
33 1-Sep-11 $6,727.51 $112.95 $6,614.56 $20,072.01
34 1-Oct-11 $6,727.51 $84.89 $6,642.62 $13,399.70
Schedule(011
EXHIBIT B
PAYMENT SCHEDULE
(Continued)
RE: Lease With Option to Purchase Agreement dated as of March 28, 2008, between Kansas State Bank
of Manhattan(Lessor)and Weld County,Colorado(Lessee)
Pmt Due Rental Applied to Applied to `Purchase
No. Date Payment Interest Principal Option Price
35 1-Nov-11 $6,727.51 $56.72 $6,670.79 $6,709.04
36 1-Dec-11 $6,727.51 $28.42 $6,699.09 $0.00
Weld County.Colorado
�- ` l1-4
Signature
William H. Jerke. Chair (04/09/2008)
Typed Name and Title
'Assumes all Rental Payments due to date are paid
1S 'A4
K TO THE BOARD
aG( i
DEPU CLE'r TO THE BARD
Schedule (011
EXHIBIT C
ACCEPTANCE OF OBLIGATION
TO COMMENCE RENTAL PAYMENTS UNDER EXHIBIT B
RE: Lease With Option to Purchase Agreement dated as of March 28. 2008, between Kansas State Bank of
Manhattan(Lessor)and Weld County,Colo dq(Lessee)
I, the undersigned, hereby certify that I am a duly qualified representative of Lessee and that I have been given the authority
by the governing body of Lessee to sign this Acceptance of Obligation to commence Rental Payments with respect to the
above referenced Agreement. I hereby certify that:
1. The Equipment described on Exhibit A has not been delivered, installed or available for use as of the
Commencement date of this Agreement.
2. Lessee acknowledges that Lessor has agreed to deposit into a Vendor Payable Account an amount sufficient to pay
the total purchase price(the"Purchase Price")for the Equipment so identified in such Exhibit A;
3. The principal amount of the Rental Payments in the Exhibit B accurately reflects the Purchase Price;
4. Lessee agrees to execute a Payment Request Form authorizing payment of the Purchase Price,or a portion thereof,
for each withdrawal of funds from the Vendor Payable Account.
Notwithstanding that the Equipment has not been delivered to or accepted by Lessee on the date of execution of the
Agreement, Lessee hereby warrants that:
(a) Lessee's obligation to commence Rental Payments as set forth in Exhibit B is absolute and unconditional as of the
Commencement Date and on each date set forth in Exhibit B thereafter, subject to the terms and conditions of the
Agreement;
(b) immediately upon delivery and acceptance of all the Equipment, Lessee will notify Lessor of Lessee's final acceptance of
the Equipment by delivering to Lessor the "Acceptance Certificate" in the form set forth in Exhibit F attached to the
Agreement;
(c) in the event that any Surplus Amount is on deposit in the Vendor Payable Account when an Event of Non-appropriation
under the Agreement occurs,then those amounts shall be applied as provided in Section 10 of the Agreement;
(d) regardless of whether Lessee delivers a final Acceptance Certificate,all Rental Payments paid prior to delivery of all the
Equipment shall be credited to Rental Payments as they become due under the Agreement as set forth in Exhibit B.
Weld County.Colorado
Signature
William H. Jerke. Chair (0410812008)
Typed Naime and Title p
j I jllr \,
KTO THE BOARD
;K T• THE BrrARD
(`
•
Schedule(01)
EXHIBIT D
LESSEE RESOLUTION
RE: Lease With Option to Purchase Agreement dated as of March 28, 2008, between Kansas State Bank of
Manhattan(Lessor)and Weld Count Color o(Lessee)
At a duly called meeting of the Governing Body of the Lessee (as defined in the Agreement) held on
Apri 1 9. 2008 the following resolution was introduced and adopted:
BE IT RESOLVED by the Governing Body of Lessee as follows:
1. Determination of Need. The Governing Body of Lessee has determined that a true and very real need exists for the
acquisition of the Equipment described on Exhibit A of the Lease With Option to Purchase Agreement dated as of March
28,2008, between Weld County,Colorado(Lessee)and Kansas State Bank of Manhattan(Lessor).
2. Approval and Authorization.The Governing Body of Lessee has determined that the Agreement, substantially in the
form presented to this meeting, is in the best interests of the Lessee for the acquisition of such Equipment, and the
Governing Body hereby approves the entering into of the Agreement by the Lessee and hereby designates and
authorizes the following person(s)to execute and deliver the Agreement on Lessee's behalf with such changes thereto
as such person(s)deem(s) appropriate, and any related documents, including any Escrow Agreement, necessary to the
consummation of the transaction contemplated by the Agreement.
Authorizedlndividual(s): William H. Jerke. Chair Weld County Board of Commissioners
(Printed or Typed Name and Title of individual(s)authorized to execute the Agreement)
3. Adoption of Resolution. The signatures below from the designated individuals from the Governing Body of the Lessee
evidence the adoption by the Governing Body of this Resolution.
Signature: Li
(Signature of Secretary, Board Chairman or other member of the Governing Body)
Typed Name&Title William H. Jerke, Chair, Weld County Board of Commissioners
(Typed - and Title of i//'
al who-signed directly above) (04/09/2008)
•
Ir
j i lt, f
additional person who can witness the passage of this Resolution)
�itfs
nald D. Warden, Director of Finance and Administration
�j ` 1`� �� •_.Nam?and Title of individual who signed directly above)
Dept y C rk to the: Board
I/
Schedule(011
EXHIBIT E
OFFICERS CERTIFICATE
RE: Lease With Option to Purchase Agreement dated as of March 28. 2008, between Kansas State Bank of
Manhattan(Lessor)and Weld County,Colorado(Lessee)
I, the undersigned, hereby certify that I am a duly qualified representative of Lessee and that I have been given the authority
by the governing body of Lessee to sign this Officers Certificate with respect to the above referenced Agreement. I hereby
certify that:
1. 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 Agreement during the current Budget Year of Lessee, and such moneys will be
applied in payment of all Rental Payments due and payable during such current Budget Year.
2. Lessee has obtained insurance coverage as required under the Agreement from an insurer qualified to do business in
the State.
3. No event or condition that constitutes or would constitute an Event of Default exists as of the date hereof.
4. The governing body of Lessee has approved the authorization,execution and delivery of this Agreement on its behalf by
the authorized representative of Lessee who signed the Agreement.
5. Please list the Source of Funds (Fund Item in Budget)for the Rental Payments that come due under Exhibit B of this
Agreement.
Paramedic Service Budget
If the above Source of Funds is solely a grant type fund, then the Lessee, by signing below, hereby authorizes the
General Fund of the Lessee as a backup source of funds from which the Rental Payments can be made.
Weld County,Colorado
2-("/2'-40
Signature
William H. Jerke. Chair (04/09/2008)
Typed Name and Title
ir id
atill%.:41/A:.1 4,iiii...\\
ir
`)'ii Ile.' T0 THE 0Af{D
' ,-,i}vd-' T T0 THE B0' RD
(
BANK QUALIFIED CERTIFICATE
RE: Lease With Option to Purchase Agreement dated as of March 28, 2008, between Kansas State Bank of
Manhattan(Lessor)and Weld County.Colorado(Lessee)
Whereas, Lessee hereby represents that it is a "Bank Qualified" Issuer for the calendar year in which this Agreement is
executed by making the following designations with respect to Section 265 of the Internal Revenue Code. (A"Bank Qualified
Issuer"is an issuer that issues less than ten million($10,000,000)dollars of tax-exempt obligations during the calendar year).
Now, therefor,Lessee hereby designates this Agreement as follows:
1. Designation as Qualified Tax-Exempt Obligation. Pursuant to Section 265(b)(3XBXi)of the Internal Revenue Code of
1986 as amended (the "Code"), the Lessee hereby specifically designates the Agreement as a "qualified tax-exempt
obligation" for purposes of Section 265(bX3) of the Code. In compliance with Section 265(bX3XD) of the Code, the
Lessee hereby represents that the Lessee will not designate more than$10,000,000 of obligations issued by the Lessee
in the calendar year during which the Agreement is executed and delivered as such"qualified tax-exempt obligations".
2. Issuance Limitation. In compliance with the requirements of Section 265(bX3XC) of the Code, the Lessee hereby
represents that the Lessee(including all subordinate entities of the Lessee within the meaning of Section 265(bX3XE)of
the Code) reasonably anticipates not to issue in the calendar year during which the Agreement is executed and
delivered, obligations bearing interest exempt from federal income taxation under Section 103 of the Code (other than
"private activity bonds"as defined in Section 141 of the Code)in an amount greater than$10,000,000.
Weld County.Colorado
Signature
William H. Jerke, Chair (04/09/2008)
Typed Name and Title
M(i86 19 r
C R TOTH BOARD
acs I
"! LE"l TO THE BO RD
•
Schedule(01)
EXHIBIT G
PAYMENT REQUEST FORM
VOID
TO BE UTILIZED AS A SIGNATURE CARD ONLY
RE: Lease With Option to Purchase Agreement dated as of March 28. 2008, between Kansas State Bank of
Manhattan(Lessor)and Weld County,Colorado(Lessee)
In accordance with Section 10.01, by executing this Payment Request Form the Lessee hereby represents that the Payee or Payees listed
below who are requesting payment have delivered the Equipment or a portion of the Equipment or performed the services to the
satisfaction of the Lessee and that the amounts requested below by the Payee or Payees are proportionate with the value of the Equipment
delivered or services rendered by the Payee or Payees. The Lessee hereby represents and warrants for all purposes that:
1. Pursuant to the invoice attached hereto,the amount to be disbursed is$ and this amount is
consistent with the Agreement between Lessee and Vendor.
2. Payment is to be made to: Payee:
3. Partial Disbursement The undersigned certifies that the following documents are attached to this Payment Request Form when
there is a request for a partial release of funds from the Vendor Payable Account to pay for a portion of the Equipment:(1)Invoice from
the Vendor, (2) copy of the agreement between Lessee and Vendor (if requested by the Lessor), (3) Insurance Certificate (if
applicable), (4)front and back copy of the original MSO/Title listing Kansas State Bank and/or its assigns as the first lien holder(if
applicable). By executing this Payment Request Form and attaching the documents as required above,the Lessee shall be deemed to
have accepted this portion of the Equipment for all purposes under the Agreement, including, without limitation, the obligation of
Lessee to make the Rental Payments with respect thereto in a proportionate amount of the total Rental Payment.
4. Final Disbursement. The undersigned certifies that the following documents are attached to this Payment Request Form when there
is a final release of funds from the Vendor Payable Account:(1)Final Vendor Invoice,(2)Signed Acceptance Exhibit F of the Lease,
(3) Insurance Certificate, (4)front and back copy of the original MSO/Title listing Kansas State Bank and/or its assigns as first lien
holder(if applicable). By executing this Payment Request Form and attaching the documents as required above,the Lessee shall be
deemed to have accepted the Equipment for all purposes under the Agreement,including,without limitation,the obligation of Lessee to
make the Rental Payments with respect thereto.
5. No amount set forth in this Payment Request Form was included in any Payment Request Form previously submitted.
6. Each disbursement hereby requested has been incurred and is a proper charge against the Vendor Payable Account. No amount
hereby requested to be disbursed will be paid to Lessee as reimbursement for any expenditure paid by Lessee more than 60 days prior
to the date of execution and delivery of the Agreement.
By executing this Payment Request Form Lessee certifies that Lessee is the title owner to the Equipment,or a portion thereof, and that in
the event that any third party makes a claim to such title that Lessee will take all measures necessary to secure title including, without
limitation, the appropriation of additional funds to secure title to the Equipment,or a portion thereof, and keep the Lease in full force and
effect.
Please forward this document and any correspondence relating to vendor payment to: Baystone Financial Group/Kansas State Bank of
Manhattan,Attn: Documentation Dept. 1680 Charles Place, Manhattan „a;,:,...•4,Fax: 785-537-4806. Please call 800-752-3562 if you
have any questions. � I
•WELD COUNTY,COLORADO • � /�'!J✓!mil
11611'= OUNTY C ER TO LSE BOARD
Signature ` '+
William H. Jerke. Chair (04/09/2008)
`t to r Q(tkCC_
Typed Name and Title ,all/ -' ' Y CLEF TO THE 0 ARO
Signature of additional authorized individual(optional) of Lessee
Signature
Typed Name and Title
INSURANCE REQUIREMENTS
Pursuant to Article V in the Lease With Option to Purchase Agreement, you have agreed to provide us evidence
of insurance covering the property in the Agreement. A Certificate of Insurance naming all insured parties and
coverages must be returned to us as soon as possible, but no later than the date on which delivery of equipment
occurs. If you have not taken possession of the equipment, please complete the Insurance Memo Included
with the documentation.
In the case of self-insurance,the amounts of liability and physical damage coverage are to be listed on some
form of certificate supplied by you. In addition, information regarding the nature of your self-insurance
program should also be forwarded to us as soon as possible.
INSURANCE REQUIREMENTS BY KANSAS STATE BANK OF MANHATTAN:
1. LIABILITY
➢ Minimum of$1,000,000.00 combined single-limit on bodily injury and property damage.
➢ Kansas State Bank and/or Its Assigns MUST be listed as additional insured and loss payee.
2. PHYSICAL DAMAGE
➢ All risk coverage to guarantee proceeds sufficient to pay the applicable Purchase Option Price as set forth in
Exhibit B of the Agreement. Kansas State Bank and/or Its Assigns MUST be listed as additional insured
and loss payee.
3. ENDORSEMENT
➢ Lessor will receive at least thirty (30) days written notice from Insurer prior to alteration, cancellation or
reduction of insurance coverage.
PLEASE FAX THE CERTIFICATE TO US AS SOON AS POSSIBLE AT (785) 537-4806, AND MAIL THE
ORIGINAL TO:
Kansas State Bank and/or Its Assigns
P.O.Box 69,1010 Westloop
Manhattan,Kansas 66505-0069
YOUR ASSISTANCE IS GREATLY APPRECIATED TO COMPLETE THIS TRANSACTION,IF
YOU HAVE ANY QUESTIONS,PLEASE GIVE US A CALL AT(800)752-3562
Weld County, Colorado
Insurance Company:
Agent's Name:
Telephone Number:
Fax Number:
Address:
Certificate of Participation
Colorado Counties Casualty and Property Pool (CAPP)
For the Coverage Period January 1, 2008 through December 31, 2008
WELD COUNTY
Colorado Counties Casualty and Property Pool(CAPP)hereby certifies that Weld County is a participating
Member of CAPP for the period beginning January 1,2008 through December 31,2008. The coverages,
conditions of membership, and other provisions applicable to members of CAPP are as described in CAPP's
Bylaws and Intergovernmental Agreement and in the applicable excess policies,policy statements and
endorsements thereto,copies of which have been or will be provided to Weld County.
The types and monetary limits of the coverages provided to Weld County through membership in CAPP, in
consideration of the payment of its contributions,are limited,as of the date of this certificate,to those which
are shown below. The scope, terms,conditions,and limitations of coverages are governed by the
aforementioned agreement and policies.
I) The types of coverages,subject to the limit on CAPP's liability In Section II below,are as follows:
A) Property(including EDP,mobile equipment,and auto physical damage)
B) Liability
1) Bodily Injury,Property Damage(General Liability.Auto Liability)
2) Wrongful Acts committed in the conduct of duties(Public Entity Management Liability)
3) Bodily Injury,Property Damage,Personal Injury(Law Enforcement Liability)
4) Errors or omissions in the administration of an insured's employee benefits(Employee Benefits
Liability)
5) Injury resulting from healthcare professional services rendered by any insured who is not a medical
doctor,psychologist,psychotherapist or nurse practitioner.(Healthcare Professional Liability).
C) Crime
1) Monies and Securities(inside)
2) Monies and Securities(outside)
3) Employee Fidelity
D) Boiler and Machinery
II) CAPP Retention,Aggregate Limits,and Member Deductibles
For the coverages described in Section I,CAPP shall be liable only for payment of the self-insured retention
and only to a total annual aggregate amount for members of CAPP as a whole of the amount of the CAPP loss
fund for the coverage period. CAPP's per claim/occurrence retentions are limited to the following for the
foregoing coverages:
A) $150,000 per claim/occurrence property—County deductible$500
B) $250,000 per claim/occurrence liability(per coverage line)-County deductible$0 except in certain
claims-See CAPP Operations Manual.
C) $150,000 per claim/occurrence crime—County deductible$500
D) $5,000 per loss bolter and machinery-County deductible$500
CAPP 2008 Certificate of Participation
$600,which ies to each of Countys first party
There is a maintenance deductible e(properly of claims).Paymentntlof the deductible the ctibleredu the amount otherwise payable
claims/occurrences/losses(prop
under the applicable CAPP retention.
Pertaining to all liability losses,CAPP has purchased an aggregate retention protection of$4.5 million.
Coverages in excess of the foregoing pool retentions are provided only by the excess insurers in applicable excess
policies,and are payable only by those excess insurers. The limits of coverage provided by the excess insurers
are as follows:
A. Liability
From$250,000 per claim/occurrence to$5 million per claim/occurrence except for auto which is non-
aggregated,subject to the following:
All liability coverages are provided on a claims-made coverage form.In no event shall the maximum per
claimloccurrence payment exceed the following for general liability,auto liability,public entity
management liability,law enforcement liability,employee benefits liability or healthcare professional
liability claims subject to the Governmental Immunity Act; $150,000 per person and$600,000 per
occurrence. Additional limits,sublimits and aggregates apply as provided in the applicable excess
policies.
B. Crime
No excess insurance coverage.
C. Boiler and Machinery
From$5,000 to the cost of repair/replacement for each actual loss sustained up to$50 million.
Additional limits,sublimits and aggregates apply as provided in the applicable excess policies.
D. Property
From$150,000 to$75 million each occurrence. "All Risk"basis with sublimits of$1 million newly
acquired property,$5 million new construction each occurrence and$500,000 unscheduled locations.
Sublimits of$5 million for property in Flood Zone A and$10 million for property in Flood Zones B,D and
X500.Newly acquired property must be reported within 60 days.Additional limits,sublimits and
aggregates apply as provided In the applicable excess policies.
The excess insurers for the coverage period are Travelers/St.Paul Insurance Co.and Lexington Insurance Co.
Information concerning the CAPP loss fund for the coverage period may be obtained by contacting CAPP through its
Administrator.County Technical Services,Inc.(CTSI).
Colorado Counties Casualty and Property Pool
Alen E.Chapman,CTSI Executive
December 4,2007
CAPP 2008 Certificate of Participation
Farm 8038-G Information Return for Tax-Exempt Governmental Obligations OMB No.15450720
(Rev.November 2000) D Under Internal Revenue Code section 149(e)
cpaeamate Twy > See separate instructions
Internal Revenue 5-
(Caullon Use Form 8038-GC Here Isere pries War VOODOO)
Part I Reporting Authority IT Amended Return,check here
1. Issuer's name 2. Issuer's employer idcnbscaion number
Weld County,Colorado 1
3. Number and West(or PO Bra B mai Is not ddheled o street mikes') RoowSuite 4.Repod number
1121 M Street 3 -
8 City,barn or pat office.Ma and ZIP code 8.Dale of issue
Greeley,Colorado 80631
1. Name of Issue 8. CUSP natter
Lease with Option to Purchase Agreement
9. Name and tee or officer or legal representative whom the IRS may call(or more information ` 10.Telephone no.of officer or legal representative
Part I I Type of Issue(check applicable binges])and enter the issue price) See instructions And attach schedule
11. ❑ Education 11
12. 0 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 S 18
19. If obligations are TANS or RANs,check box D ❑ If obligations are BANs,check box > El
20. If obligations are in the form of a lease or installment sale,check box >0
Part III Description of Obligations(Complete for the entire issue for which this form is being filed.)
(a)Final Malulty dale (b)Issue price C Stated redemption peke at netoity (d)Wei®tbd avg.metuiy (e)Yield
$ $ Years %
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)) 2
24. Proceeds used for bond issuance costs(including underwriters'discount) . . 24
25. Proceeds used for credit enhancement 25
26. Proceeds allocated to r asonaby 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. Nonrefundrlg proceeds of the issue(subtract line 29 from line 23 and enter amount here) 30
Min 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 > `rears
32. Enter the remaining weighted average maturity of the bonds to be advance refunded > veare
33. Enter the last date on which the refunded bonds will be called >
34. Enter the date(s)the refunded bonds were issued >
Par VI Miscellaneous
35. Enter the amount of the state volume cap allocated to the issue under section 141(bx5) . . . . 35
36a Enter the amount of gross proceeds tweeted orto be invested in a guaranteed kwesbrerscontac(see tabula* 36a . .
b Enter the final maturity date of the guaranteed investment contract > / //
° r //// //:/ %
37. Pooled financings:(a)Proceeds of this issue that are to be used to make loans to other governmental units 37a
b tl this issue is a loan made from the proceeds of another tax-exempt issue,cheek box > 0 and enter the name of the issuer
> and the date of the issue >
38. If the issuer has designated the issue under section 265(bX3XB)(i)(lll)(small issuer exception,check bar. . > 0
39. If the issuer has elected to pay a penalty in lien of arbitrage rebate,check box > 0
40. If the issuer has i " a hedge,check box
Under •
of11d I de I.ha,�a ned� and accompanying schedules and statements,and,to the best\
ofPlease //�wx I 1 (Air tK ill'
rCi
Signature of issuer's horded representative Date Type or print name and ti
Schedule(011
EXHIBIT F
CERTIFICATE OF ACCEPTANCE
RE: Lease With Option to Purchase Agreement dated as of March 28. 2008, between Kansas State Bank of
Manhattan(Lessor)and Wald Coulon(Lessee)
I,the undersigned,hereby certify that I am a duly qualified representative of Lessee and that I have been given the authority
by the governing body of Lessee to sign this Certificate of Acceptance with respect to the above referenced Agreement. I
hereby certify that:
1. The Equipment described on Exhibit A has been delivered and installed in accordance with Lessee's specifications.
2. Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and
hereby acknowledges that it accepts the Equipment for all purposes.
3. 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 Agreement during the current Budget Year of Lessee,and such moneys will be
applied in payment of all Rental Payments due and payable during such current Budget Year.
4. Lessee has obtained insurance coverage as required under the Agreement from an insurer qualified to do business in
the State.
5. No event or condition that constitutes or would constitute an Event of Default exists as of the date hereof.
6. The governing body of Lessee has approved the authorization,execution and delivery of this Agreement on its behalf by
the authorized representative of Lessee who signed the Agreement.
Weld County,Colorado
( -r /u/
Signature
William R. Jerke, Chair, Board of County Commissioners
Typed Name and Title (04/09/2008)
r '
itu
fa
LER TO THA BOARD
BY:
DEP Y CLEttr TO TFIE B RD
Schedule(01)
EXHIBIT G
PAYMENT REQUEST FORM
RE: Lease With Option to Purchase Agreement dated as of March 28. 2008 between Kansas State Bank of
Manhattan(Lessor)and Weld County,Colorado(Lessee)
In accordance with Section 10.01,by executing this Payment Request Form the Lessee hereby represents that the Payee or Payees listed
below who are requesting payment have delivered the Equipment or a portion of the Equipment or performed the services to the
satisfaction of the Lessee and that the amounts requested below by the Payee or Payees are proportionate with the value of the Equipment
delivered or services rendered by the Payee or Payees. The Lessee hereby represents and warrants for all purposes that:
1. Pursuant to the invoice attached hereto,the amount to be disbursed is$ and this amount is
consistent with the Agreement between Lessee and Vendor.
2. Payment Is to be made to: Payee:
3. Partial Disbursement. The undersigned certifies that the following documents are attached to this Payment Request Fonn when
there is a request for a partial release of funds from the Vendor Payable Account to pay for a portion of the Equipment:(1)Invoice from
the Vendor, (2) copy of the agreement between Lessee and Vendor (if requested by the Lessor), (3) Insurance Certificate (if
applicable),(4)front and back copy of the original MSI/Title listing Kansas State Bank and/or its assigns as the first lien holder(if
applicable). By executing this Payment Request Form and attaching the documents as required above,the Lessee shall be deemed to
have accepted this portion of the Equipment for all purposes under the Agreement, including, without limitation, the obligation of
Lessee to make the Rental Payments with respect thereto in a proportionate amount of the total Rental Payment.
4. Final Disbursement The undersigned certifies that the following documents are attached to this Payment Request Form when there
is a final release of funds from the Vendor Payable Account:(1)Final Vendor Invoice,(2)Signed Acceptance Exhibit F of the Lease,
(3)Insurance Certificate,(4)front and back copy of the original MSO/fite listing Kansas State Bank and/or its assigns as first lien
holder(if applicable). By executing this Payment Request Form and attaching the documents as required above,the Lessee shall be
deemed to have accepted the Equipment for all purposes under the Agreement,including,without limitation,the obligation of Lessee to
make the Rental Payments with respect thereto.
5. No amount set forth in this Payment Request Form was included in any Payment Request Form previously submitted.
6. Each disbursement hereby requested has been incurred and is a proper charge against the Vendor Payable Account. No amount
hereby requested to be disbursed will be paid to Lessee as reimbursement for any expenditure paid by Lessee more than 60 days prior
to the date of execution and delivery of the Agreement.
By executing this Payment Request Form Lessee certifies that Lessee is the title owner to the Equipment,or a portion thereof,and that in
the event that any third party makes a claim to such title that Lessee will take all measures necessary to secure title including,without
limitation,the appropriation of additional funds to secure title to the Equipment,or a portion thereof,and keep the Lease in full force and
effect.
Please forward this document and any correspondence relating to vendor payment to: Baystone Financial Group/Kansas State Bank of
Manhattan,Attn:Documentation Dept. 1680 Charles Place, Manhattan KS,66502. Fax:785-537-4806. Please call 800-752-3562 if you
have any questions.
WELD COUNTY,COLORADO 7)'-i-L,1
Signature
William H. Jerke, Chair, Board of County Commissioners
Typed Name and Title (04/09/2008)
s
in c t Vii`'?; 4/4/
RK TO THE BOARD
t
OE2 TO THE k'AR?
BAYSTON E FINANCIAL
GROUP
Together,we keep communities running. Sent via Email:kbaxleaco.weld.co.us
March 28,2008
Kathy Baxley
Weld County,Colorado
Re: Financing for Eleven(11)Zoll E Series ACLS Manual Defibrillators and Two(2)Zoll Auto Pulse Systems,Weld
County,Colorado
Dear Ms.Baxley:
Please find the enclosed documentation for your review and completion. An instruction sheet has been included as a guide to
assist you with the process. Once you have completed and returned the required documentation to Baystone Financial Group,
the transaction can be funded. The documentation has been filled out according to the terms and amount shown on the
formal proposal. If you have questions or comments,please feel free to call us.
Kansas State Bank is listed as Lessor in this Lease with Option to Purchase Agreement. Baystone Financial Group is the
exclusive originator,marketing agent and selling agent for Kansas State Bank of Manhattan. Baystone Financial Group is an
affiliate of the bank under Federal Banking Laws.
For your convenience,we have listed the documentation that we require before April 11.2008:
❑ The Lease WITH ALL EXHIBITS EXECUTED CORRECTLY
❑ 8038 IRS Form
❑ Lessee Acknowledgement
❑ Insurance Memo
Please note that a documentation fee of $350.00 will be due from the Lessee if this transaction is not funded.
Additional fees may be charged by Lessor if Lessor incurs additional costs in documentation processing, legal
negotiation,analysis and credit processing. This fee will NOT be charged if the transaction is funded by Kansas State
Bank/Baystone Financial Group.
If you have any questions regarding the above documentation please feel free to contact me.
Sincerely,
Dawn Wiggins
Administrative Assistant
'Specialists in Lease Finance'
Manhattan
Chicago r Phoenix
1680 Charles Place.Manhattan,Kansas 66502:800.75'_.3562;785.587.4050:Fax 785.537.4806
E-mail: baysioneábay twit e.net; Website: www.baystone.net
Documentation Instructions
The instructions listed below should be followed when completing the enclosed documentation. Documentation mmoleted
imomoedv will delay fundino. If you have any questions regarding the instructions or the documentation,please call us. ALL
ORLGUSIALDSICAMENIALQIIMUSUMBEnalEaELBAYSIONEENAUCIALSIBQUEenORTSLBAnita
I. LEASE WITH OPTION TO PURCHASE AGREEMENT
['The Agreement
✓ Sign and type name and title
['Exhibit A,Description of Equipment
✓ Type complete equipment description, (if unavailable,leave blank)
/ Type the location where the equipment will be located after delivery/installation.
['Exhibit B, Payment Schedule
✓ Sign and type name and title
['Exhibit C,Acceptance of Obligation
✓ Sign and type name and title
['Exhibit D, Lessee Resolution
✓ Type in the date of the meeting in which the purchase was approved.
✓ Print or type the name and title of the indivldual(s)who is authorized to execute the Agreement
✓ The secretary,chairman or other authorized board member of the Lessee must sign the
resolution where indicated.
✓ A third individual must attest the Resolution where indicated.
['Exhibit E,Officers Certificate
✓ Fill in all of the blanks necessary
✓ Sign and type name and title
['Exhibit F,Certificate of Acceptance
✓ PLEASE KEEP THE ACCEPTANCE CERTIFICATE UNTIL YOU RECEIVE THE EQUIPMENT
. WE WILL THEN NEED THE ORIGINAL AT THAT TIME.
❑Exhlblt G, Void Payment Request Form
✓ Sign and type name and title
DExhibit G,Payment Request Form
PLEASE KEEP THE PAYMENT REQUEST FORM UNTIL YOU NEED TO REQUEST
FUNDS FROM THE VENDOR PAYABLE ACCOUNT
❑Bank Qualified Certificate
✓ Sign and type name and title
II. 8038 - IRS FORM
✓ In Box 2, type employer identification number
✓ Sign and type name and title
III. CERTIFICATE OF INSURANCE
✓ Complete the memo attached stating your Insurance company and phone number.
Hello