HomeMy WebLinkAbout20052605.tiff •
crib capitaI facsimile
Citicorp Vendor Finance, Inc.
To: Dave @ Weld County Paramedic
Service
Fax: Fax: (888)263-8671
Date: August 29, 2005 Phone: (800)257-8451, ext 4070
Re: Signature areas on the documentation
No.of Pages(including cover): 1
—Page 6 of the lease- under Lessee(authorized signer), ottom n
_—Page 1 of 1-under County of Weld(authorized signer)
*—Page A-2—Please fill in(g)and(h). under Lessee (authorized signer)
Page B-1- in the top area fill in the person signing the documents,the middle area would be for any other
signer of documents and on B-2,in this case would be the Treasurer saying the signer of the of the
documents is authorized. The notary also signs B-2.
—Page C-1-Attorney completes
Page D-1-under Lessee(authorized signer)
8038-GC-please fill in 8a, 9a 9b and authorized signer completes
Rider to Master State And Municipal lease-under Less (authorized signer)
Pat Gillece
Account Representative
700 East Gate Dr, Ste 400
Mt Laurel,NJ 08054
patricia.h.gillece@citigroup.com
This facsimile is intended only for use of the addressee(s)named herein,and may contain legally privileged and/or confidential
information.If you are not the intended recipient of this facsimile,you are hereby notified that any dissemination,distribution or
copying of this facsimile is strictly prohibited.If you have received this facsimile in error,please immediately notify us by telephone
to arrange for the return of this facsimile to us via the postal service.We will reimburse any costs you incur in notifying us and
returning this facsimile to us.�� r 11-71�� Arnembc•cf atigroupl��0O/67
O `l ,t c9S-� 2005-2605
MASTER STATE AND MUNICIPAL LEASE/PURCHASE AGREEMENT
This Master Lease/Purchase Agreement(together with all Exhibits and Schedules,the"Master Lease")is dated as of_ ,20_,
between CITICORP VENDOR FINANCE. INC. (together with its successors and assigns, "Lessor'), and COUNTY OF WELD dba WELD COUNTY
PARAMEDIC SERVICE(together with its successors and assigns,"Lessee"),wherein it is agreed as follows:
1. DEFINmONS. The following terms shall have the meanings indicated below unless the context clearly requires otherwise:
"Acceptance Certificate"means a certificate substantially in the form of Exhibit D hereto or other form acceptable to Lessor.
"Authorized Lessee Representative" means,with respect to each Schedule, each officer or employee of Lessee authorized by action of the
governing body of Lessee to act as such and designated as such on the Municipal Certificate delivered with respect to such Schedule and any
related escrow agreement and such other person or persons at the time designated to act on behalf of Lessee by the goveming body of Lessee
as evidenced by a written certificate furnished to Lessor signed by the chief elected official of Lessee.
"Commencement Date"means,with respect to any Schedule,the date when the term of this Master Lease with respect to that Schedule and
Lessee's obligation to pay rent under that Schedule commence,which date shall be the earlier of(i)the date on which the Equipment described in
the Equipment Description attached to such Schedule is accepted by Lessee by the execution of an Acceptance Certificate, or(ii)the date on
which sufficient moneys to purchase such Equipment are deposited for that purpose with an escrow agent.
"Code"means the Internal Revenue Code of 1986,as amended.
"Equipment"means the equipment described in each Equipment Description,together with all replacements, repairs,restorations, modifications,
improvements,additions and accessories incorporated therein or affixed thereto.
"Equipment Description"means the description of Equipment in each Schedule.
"Equipment Location"means the location or locations of the Equipment specified in the applicable Equipment Description.
"Event of Default"means an Event of Default described in Section 20.
"Initial Term"means, wth respect to each Schedule,the period from the Commencement Date through the end of Lessee's fiscal year in effect
at the Commencement Date.
"Lease" means,at any time,(i)if none of Lessors interest in,to and under any Schedule has been assigned pursuant to Section 23,or if all of
Lessors interest in,to and under this Master Lease and all Schedules have been assigned to the same assignee without any reassignment,this
Master Lease,or(ii)if Lessor's interest in,to and under any Schedule or Schedules has been assigned or reassigned pursuant to Section 23,all
Schedules that have the same Lessor and this Master Lease as it relates to those Schedules and the Equipment listed therein, which shall
constitute a separate single Lease relating to that Equipment.
"Lease Term"means,with respect to each Schedule,the Initial Term and all Renewal Terms,but ending on the occurrence of the earliest event
specified in Section 4.
"Master Lease"means this Master State and Municipal Lease/Purchase Agreement and all Schedules.
"Maximum Lease Term"means,with respect to each Schedule,the Initial Term and all Renewal Terms through the Renewal Term including the
last Rental Payment date set forth on the Rental Payment Schedule attached to such Schedule.
"Purchase Price" means,with respect to the Equipment listed on any Schedule,the amount that Lessee may,in its discretion, pay to Lessor to
purchase the Equipment,as set forth on such Schedule.
"Renewal Terms" means, with respect to each Schedule, the optional renewal terms, each having a duration of one year and a term co-
extensive with Lessee's fiscal year.
"Rental Payment"shall mean each payment of rent set forth on each Rental Payment Schedule.
"Rental Payment Schedule"means the Rental Payment Schedule attached as Attachment 1 to each Schedule.
"Schedule"means any Schedule to this Master Lease together with the attachments thereto, substantially in the form of Exhibit A hereto,
executed from time to time pursuant to this Master Lease. For federal tax purposes,each Schedule evidences a separate obligation of Lessee to
make Rental Payments.
"State"means the state in which Lessee is located.
'Vendor" means a manufacturer of Equipment as well as the agents or dealers of the manufacturer from whom Lessor purchased or is
purchasing Equipment.
2. REPRESENTATIONS AND COVENANTS. Lessee represents,warrants and covenants for the benefit of Lessor as follows: (a)it is a state,or
a political subdivision thereof,within the meaning of Section 103 of the Code and shall do or cause to be done all things necessary to preserve and
keep in full force and effect its existence as a body corporate and politic;(b)it is authorized under the constitution and laws of the State to enter
into this Master Lease and the transactions contemplated hereby and to perform all of its obligations hereunder;(c)it has been duly authorized to
execute and deliver this Master Lease by proper action and approval of its goveming body at a meeting duly called, regularly convened and
attended throughout by a requisite majority of the member;thereof or by other appropriate official approval; (d)this Master Lease constitutes the
legal, valid and binding obligation of Lessee enforceable in accordance with its terms, except to the extent limited by applicable bankruptcy,
insolvency, reorganization or other laws affecting creditors' rights generally;(e) it has complied with all public bidding requirements as may be
applicable to this Master Lease and the acquisition of the Equipment; (f)it has, in accordance with the requirements of law, fully budgeted and
appropriated sufficient funds for the current fiscal year to make the Rental Payments scheduled to come due and to meet its other obligations for
the fiscal year,and such funds have not been expended for other purposes;(g)no event or condition that constitutes,or with the giving of notice
or the lapse of time or both would constitute, an Event of Default hereunder or a default under any debt,revenue or purchase obligation which it
has issued or to which it is a party exists at the Commencement Date, nor has it been in default under any such obligation at any time during the
past five years;(h)no lease, rental agreement or contract for purchase to which Lessee has been a party at any time during the past five years
has been terminated by Lessee as a result of insufficient funds being appropriated in any fiscal period; (i) there is no action, suit, proceeding,
inquiry or investigation,at law or in equity,before or by any court,public board or body,pending or threatened against or affecting Lessee, nor to
the best knowledge of Lessee is there any basis therefor,wherein an unfavorable decision,ruling or finding would materially adversely affect the
transactions contemplated by this Master Lease or any other document, agreement or certificate which is used or contemplated for use in the
consummation of the transactions contemplated by this Master Lease; (j) neither the payment of the Rental Payments hereunder nor any portion
thereof is(i)secured by any interest in property used or to be used in a trade or business of any person other than a governmental unit(within the
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meaning of Section 141 of the Code)or in payments in respect of such property or(ii)derived from payments in respect of property,or borrowed
money, used or to be used in a trade or business of any person other than a governmental unit(within the meaning of Section 141 of the Code),
and no portion of the Equipment will be used directly or indirectly in any trade or business carried on by any person other than a govemmental unit
(within the meaning of Section 141 of the Code); (k)it will comply with all applicable provisions of the Code, including without limitation Sections
103 and 148 thereof, and the applicable regulations of the Treasury Department,to maintain the exclusion of the interest components of Rental
Payments from gross income for purposes of federal income taxation; (I)it will use the proceeds of each Schedule as soon as practicable and
with all reasonable dispatch for the purpose for which the Schedule has been entered into,and no part of the proceeds of any Schedule shall be
invested in any securities, obligations or other investments or used, at any time, directly or indirectly, in a manner which, if such use had been
reasonably anticipated on the date of issuance of such Schedule,would have caused any portion of the Master Lease to be or become"arbitrage
bonds"within the meaning of Section 103(b)(2)and Section 148 of the Code and the applicable regulations of the Treasury Department;(m)the
use of the Equipment is essential to its proper, efficient and economic functioning or to the services that it provides to its citizens; (n) it has an
immediate need for and expects to make immediate use cf substantially all the Equipment,which need is not temporary or expected to diminish in
the foreseeable future; and (o)the Equipment shall be used by Lessee only for the purpose of performing one or more of its governmental or
proprietary functions consistent with the permissible scope of its authority.
3. LEASE OF EQUIPMENT. Lessor hereby demises,leases and lets to Lessee,and Lessee rents,leases and hires from Lessor,the Equipment
listed in each Equipment Description in accordance with this Master Lease and the applicable Schedule for the Lease Term for the Lease of which
that Schedule is a part. The Lease Term for each Lease may be continued, solely at the option of Lessee, at the end of the Initial Term or any
Renewal Term for an additional Renewal Tenn up to the Maximum Lease Term for that Lease. At the end of the Initial Term and at the end of each
Renewal Term until the Maximum Lease Term has been completed for a Lease, Lessee shall be deemed to have exercised its option to continue
that Lease for the next Renewal Term unless Lessee shall have terminated that Lease as described in Section 4. The terms and conditions
during any Renewal Term shall be the same as the terms and conditions during the Initial Term, except that the Rental Payments shall be as
provided in the Rental Payment Schedules.
4. TERMINATION OF LEASE TERM. The term of this Master Lease with respect to each Schedule shall terminate upon the earliest of any of the
following events: (a)the expiration of the Initial Term or any Renews Term of.such Schedule and the nonrenewal of the Lease in which such
Schedule is included in the event of nonappropriation of funds pursuant to Section 7; (b)the exercise by Lessee of the option to purchase the
Equipment granted under the provisions of Section 22 arid payment of all amounts payable in connection therewith; (c)an Event of Default by
Lessee and Lessor's election to terminate the Lease in which such Schedule is included under Section 20;or(d)the payment by Lessee of all
Rental Payments authorized or required to be paid by Lessee during the Maximum Lease Term with respect to such Schedule.
5. RENT. Lessee shall pay Rental Payments,exclusively from legally available funds,in lawful money of the United States of America to Lessor in
the amounts and on the dates set forth on each Rental Payment Schedule. As set forth on each Rental Payment Schedule, a portion of each
Rental Payment is paid as, and represents payment of, interest. Rental Payments shall be payable, without notice or demand, at the office of
Lessor(or such other place as Lessor may designate in writing from time to time). Any notice, invoicing, purchase orders, quotations or other
forms or procedures required by Lessee as a condition precedent to payment shall be fully explained and provided to Lessor sufficiently in
advance of the payment date for the completion thereof by Lessor or prior to such payment date. If any portion of a Rental Payment is received by
Lessor or its assignee later than the payment date, Lessee shall pay Lessor,on demand,as a late charge,the greater of$25.00 or 10%of such
overdue amount, limited however to the maximum amount allowed by applicable law. EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 7
HEREOF, THE RENTAL PAYMENTS SHALL BE ABSOLUTE AND INCONDMONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY
SETOFF,DEFENSE,COUNTERCLAIM,ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER.
Lessor and Lessee understand and intend that the obligation of Lessee to pay Rental Payments hereunder shall constitute a current expense of
Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitation or
requirement concerning the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the general tax
revenues,funds or moneys of Lessee.
6. CONTINUATION OF LEASE TERM. Lessee will not enter into any Schedule unless it(a)then intends to continue such Schedule through its
Maximum Lease Term and (b) reasonably believes that kinds will be obtainable in an amount sufficient to make all Rental Payments during the
Maximum Lease Term under such Schedule and all other Schedules then in effect. The responsible financial officer of Lessee shall do all things
lawfully within his power to obtain funds from which the Rental Payments may be made,including making provisions for such Rental Payments,to
the extent necessary, in each proposed budget submitted for approval in accordance with applicable procedures of Lessee and to exhaust all
available reviews and appeals in the event such portion of the budget is not approved. Notwithstanding the foregoing,the decision whether or not
to budget or appropriate funds or to extend any Schedule for any Renewal Term is solely within the discretion of the then-current governing body
of Lessee.
7. NONAPPROPRIATION. Lessee is obligated only to pay such Rental Payments under this Master Lease as may lawfully be made from funds
budgeted and appropriated for that purpose during Lessee's then current fiscal year. Lessor cannot compel Lessee to levy ad valorem taxes to
make Rental Payments. Should Lessee fail to budget, appropriate or otherwise make available funds to pay Rental Payments under a Lease
following the then current Initial Term or Renewal Term, that Lease shall be deemed terminated at the end of the then current Initial Term or
Renewal Term. Lessee agrees to deliver notice to Lessor of such termination at least 90 days prior to the end of the then current Initial Term or
Renewal Term, but failure to give such notice shall not extend the term beyond such Initial Term or Renewal Term. If a Lease is terminated in
accordance with this Section, Lessee agrees, at Lessee's cost and expense, to peaceably deliver the Equipment then subject to that Lease to
Lessor at the location or locations to be specified by Lessor.
8. CONDITIONS TO LESSORS PERFORMANCE UNDER SCHEDULES. As a prerequisite to the performance by Lessor of any of its obligations
pursuant to the execution and delivery of any Schedule, Lessee shall deliver to Lessor the following: (a)a Municipal Certificate executed by the
Clerk or Secretary or other comparable officer of Lessee, in substantially the form attached hereto as Exhibit B,completed to the satisfaction of
Lessor; (b) an opinion of counsel to Lessee respecting such Schedule in substantially the form attached hereto as Exhibit C and otherwise
satisfactory to Lessor;(c)all documents,including financing statements,affidavits,notices and similar instruments,in form satisfactory to Lessor,
which Lessor deems necessary or appropriate at that time pursuant to Sections 11 and 18; (d)such other items,if any, as are set forth in such
Schedule or are reasonably required by Lessor. This Master Lease is not a commitment by Lessor to enter into any Schedule not currently in
existence,and nothing in this Master Lease shall be construed to impose any obligation upon Lessor to enter into any proposed Schedule,it being
understood that whether Lessor enters into any proposed Schedule shall be a decision solely within Lessor's discretion. Lessee will cooperate
with Lessor in Lessor's review of any proposed Schedule. Without limiting the foregoing, Lessee will provide Lessor with any documentation or
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information Lessor may request in connection with Lessor's review of any proposed Schedule. Such documentation may include, without
limitation,documentation concerning the Equipment and its contemplated use and location and documentation or information concerning the financial
status of Lessee and other matters related to Lessee.
9. DELIVERY AND ACCEPTANCE. At the request of Lessee,Lessor agrees to order the Equipment from the supplier of such Equipment,but shall
not be liable for specific performance of this Master Lease or for damages if for any reason the supplier delays or fails to fill the order. Lessee
shall cause the Equipment to be delivered at the Equipment Location. Lessee shall pay all transportation and other costs, if any, incurred in
connection with the delivery and installation of the Equipment. My delay in such delivery shall not affect the validity of this Master Lease. Lessee
shall accept the Equipment as soon as it has been delivered and is operational, or as soon as any manufacturer or vendor preacceptance test
period has expired. Lessee shall have no more than thirty(30)days from the date of delivery of the Equipment to accept such Equipment. In the
event the Equipment is not accepted by Lessee within thirty(30)days from the date of its delivery,Lessor,at Lessor's sole option,shall have the
right to terminate the Schedule related thereto. Lessee shall evidence its acceptance of the Equipment by executing and delivering to Lessor an
Acceptance Certificate. Lessee hereby authorizes the Lessor to add to each Equipment Description the serial number of each item of Equipment
when available.
10. LIMITATION ON WARRANTIES. LESSEE HAS SELECTED OR SHALL HAVE SELECTED BOTH THE EQUIPMENT AND THE VENDOR(S)
FROM WHOM LESSOR IS TO PURCHASE THE EQUIPMENT. LESSEE ACKNOWLEDGES AND AGREES THAT THE EQUIPMENT IS OF A SIZE,
DESIGN AND CAPACITY SELECTED BY LESSEE, THAT LESSOR IS NOT A MANUFACTURER, VENDOR OR DISTRIBUTOR OF SUCH
EQUIPMENT,AND THAT LESSOR HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY REPRESENTATION,WARRANTY OR COVENANT,
EXPRESS OR IMPLIED,WfTH RESPECT TO THE MERCHANTABILITY, CONDITION, QUALITY, DURABILITY, DESIGN, OPERATION, FITNESS
FOR USE, OR SUITABILITY OF THE EQUIPMENT IN ANY RESPECT WHATSOEVER OR IN CONNECTION WITH OR FOR THE PURPOSES AND
USES OF LESSEE,OR ANY OTHER REPRESENTATION,WARRANTY OR COVENANT OF ANY KIND OR CHARACTER,EXPRESS OR IMPLIED,
WITH RESPECT THERETO. LESSOR SHALL NOT BE OBLIGATED OR LIABLE FOR ACTUAL, INCIDENTAL, CONSEQUENTIAL OR OTHER
DAMAGES OF OR TO LESSEE OR ANY OTHER PERSON.OR ENTRY ARISING OUT OF OR IN CONNECTION WITH THE EQUIPMENT,INCLUDING
BUT NOT LIMITED TO THE USE,PERFORMANCE OR MAINTENANCE OF THE EQUIPMENT.
Lessee may have rights under the contract evidencing the purchase of the Equipment; Lessee is advised to contact the Vendor for a description
of any such rights. Lessor hereby assigns to Lessee during the Lease Term all warranties running from Vendor to Lessor. Lessor hereby
irrevocably appoints Lessee its agent and attorney-in-fact during the Lease Term,so long as Lessee shall not be in default hereunder,to assert
from time to time whatever claims and rights(including without limitation warranties)related to the Equipment that Lessor may have against the
Vendor. Lessee's sole remedy for the breach of such warranty, indemnification or representation shall be against the Vendor of the Equipment,
and not against Lessor. Any such matter shall not have ally effect whatsoever on the rights and obligations of Lessor with respect to this Master
Lease, including the right to receive full and timely payments hereunder. Lessee expressly acknowledges that Lessor makes,and has made,no
representations or warranties whatsoever as to the existence or the availability of such warranties by the Vendor of the Equipment.
11. TITLE;SECURITY AGREEMENT. Upon acceptance of the Equipment by Lessee,title to the Equipment shall vest in Lessee subject to Lessor's
rights under this Master Lease,provided that title to the Equipment that is subject to any Lease shall thereafter immediately and without any action
by Lessee vest in Lessor,and Lessee shall immediately surrender possession of that Equipment to Lessor,upon(a)any termination of that Lease
as described in Section 4(a),or(b)the occurrence of an Event of Default with respect to that Lease. It is the intent of the parties hereto that any
transfer of title to Lessor pursuant to this Section shall occur automatically without the necessity of any bill of sale, certificate of title or other
instrument cf conveyance. Lessee shall, nevertheless, execute and deliver any such instruments as Lessor may request to evidence such
transfer.
To secure the payment of all of Lessee's obligations under this Master Lease, Lessor retains a security interest constituting a first lien on the
Equipment and on all additions,attachments,accessions thereto,substitutions therefor and proceeds therefrom. Lessee agrees to execute such
additional documents, in form satisfactory to Lessor,which Lessor deems necessary or appropriate to establish and maintain its security interest
and the security interest of any assignee of Lessor in the Equipment.
12. PERSONAL PROPERTY. Lessor and Lessee agree that the Equipment is and will remain personal property and will not be deemed to be
affixed to or a part of the real estate on which it may be situated, notwithstanding that the Equipment or any part thereof may be or hereafter
become in any manner physically affixed or attached to real estate or any building thereon. Upon the request of Lessor, Lessee will,at Lessee's
expense,furnish a waiver of any interest in the Equipment from any party having an interest in any such real estate or building.
13. USE AND MAINTENANCE OF EQUIPMENT. Lessee will not install,use,operate or maintain the Equipment improperly,carelessly,in violation
of any applicable law or in a manner contrary to that contemplated by this Master Lease. Lessee shall provide all permits and licenses, if any,
necessary for the installation and operation of the Equipment. In addition, Lessee agrees to comply in all respects (including,without limitation,
with respect to the use, maintenance and operation of each item of the Equipment) with all applicable laws, regulations and rulings of any
legislative, executive, administrative or judicial body; provided that Lessee may contest in good faith the validity or application of any such law,
regulation or ruling in any reasonable manner that does not, in the opinion of Lessor, adversely affect the interest of Lessor in and to the
Equipment or its interest or rights under this Master Lease.
Lessee agrees that it will, at Lessee's own cost and expense, maintain, preserve and keep the Equipment in good repair, working order and
condition, according to the manufacturer's recommended guidelines or the equivalent. Lessor shall have no responsibility to maintain, repair or
make improvements or additions to the Equipment. Upon the request of Lessor, Lessee will enter into a maintenance contract for the Equipment
with Vendor or other party satisfactory to Lessor.
14. ALTERATIONS. Lessee shall not make any alterations, additions or improvements to the Equipment without Lessor's prior written consent,
and any permitted alteration or attachment that cannot be readily removed without damaging the Equipment's originally intended function or value
shall become part of the Equipment.
15. LOCATION;INSPECTION. The Equipment shall not be removed from or,if the Equipment consists of rolling stock,its permanent base shall not
be changed from,the Equipment Location without Lessor's prior written consent,which consent shall not be unreasonably withheld. Lessor shall
be entitled to enter upon the Equipment Location or elsewhere during reasonable business hours to inspect the Equipment or observe its use and
operation.
16. LIENS,TAXES, OTHER GOVERNMENTAL CHARGES AND UTILITY CHARGES. Lessee shall keep the Equipment free of all liens, charges
and encumbrances except those created by this Master Lease.The parties to this Master Lease contemplate that the Equipment will be used for a
govemmental or proprietary purpose of Lessee and,therefore,that the Equipment will be exempt from all property taxes. If the use,possession
or acquisition of the Equipment is nevertheless determined to be subject to taxation, Lessee shall pay when due all taxes and governmental
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charges lawfully assessed or levied against or with respect to the Equipment. Lessee shall pay all utility and other charges incurred in the use
and maintenance of the Equipment. Lessee shall pay such taxes or charges as the same may become due; provided that,with respect to any
such taxes or charges that may lawfully be paid in installments over a period of years,Lessee shall be obligated to pay only such installments as
accrue during the Lease Tenn.
17. RISK OF LOSS;DAMAGE;DESTRUCTION. Lessee assumes all risk of loss of or damage to the Equipment from any cause whatsoever,and
no such loss of or damage to the Equipment shall relieve Lessee of the obligation to make the Rental Payments or to perform any other obligation
under this Master Lease. In the event of damage to any item of Equipment, Lessee shall immediately place the same in good repair and the
proceeds of any insurance recovery shall be applied to the cost of such repair. If Lessor determines that any item of Equipment is lost,stolen,
destroyed or damaged beyond repair,Lessee,at the option of Lessor,shall(a)replace the same with like equipment in good repair;or(b)on the
next Rental Payment date pay to Lessor(i)all amounts owed by Lessee under the applicable Schedule,including the Rental Payment due on such
date,and(ii)an amount not less than the balance of the Rental Payments on the Rental Payment Schedule then remaining unpaid hereunder. In the
event that Lessee is obligated to make such payment with respect to less than all of the Equipment described on a Schedule,Lessor shall provide
Lessee with the pro rata amount of the Rental Payment and the balance of the Rental Payments on the Rental Payment Schedule then remaining
unpaid thereunder,as applicable,to be made by Lessee with respect to the Equipment that has suffered the event of loss.
18. INSURANCE. At its own expense, Lessee shall, during each Lease Term, maintain (a) keep the Equipment fully insured against loss 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 full replacement value of the Equipment, (b) liability insurance that protects
Lessor from liability in all events in form and amount satisfactory to Lessor and(c)workers'compensation coverage as required by the laws of
the State; provided that, with Lessor's prior written consent, Lessee may self-insure against the risks described in clauses (a) and (b). All
insurance proceeds from casualty losses shall be payable as hereinafter provided. Lessee shall fumish to Lessor certificates or other evidence
of such insurance coverages throughout the Lease Term. All such casualty and liability insurance shall be with an insurer or insurers that are
reasonably satisfactory to Lessor, shall name Lessor and it assigns as loss payees and additional insureds and shall contain a provision to the
effect that such insurance shall not be canceled or modified materially without first giving written notice thereof to Lessor at least 10 days in
advance of such cancellation or modification. Further,all such casualty insurance shall contain a provision making any losses payable to Lessee
and Lessor as their respective interests may appear.
Should Lessee fail to obtain such insurance or to provide evidence thereof to Lessor, Lessee agrees that Lessor may, but shall not be obligated
to,obtain such insurance on Lessee's behalf and charge I.essee for all costs and expenses associated therewith. Without limiting the generality
of the foregoing,Lessee specifically acknowledged and agrees that if Lessor obtains such insurance on Lessee's behalf,Lessee will be required
to pay a monthly insurance charge. The insurance charge will include reimbursement for premiums advanced to the insurer, finance charges
(which will typically be at a rate higher than the rate used 1:o determine the Rental Payment amount payable by Lessee),billing and tracking fees,
administrative expenses and other related fees. Lessor,its assignees and/or its affiliates receive a portion of the insurance charges,which may
include a profit from such charges.
19. INDEMNIFICATION. To the extent permitted by law and only from legally available funds,Lessee shall indemnify,protect,hold harmless,save
and keep harmless Lessor from and against any and all liabilities, obligations, losses, claims and damages whatsoever, regardless of cause
thereof, and all expenses in connection therewith (including, without limitation, counsel fees and expenses, penalties connected therewith
imposed on interest received) arising out of or as (a) result of the entering into of this Master Lease, (b) the ownership of any item of the
Equipment,(c)the ordering,acquisition,use,operation,condition,purchase,delivery,rejection,storage or return of any item of the Equipment,(d)
or any accident in connection with the operation, use,condition,possession,storage or retum of any item of the Equipment resulting in damage to
property or injury to or death to any person,and/or(e)the breach of any covenant herein or any material misrepresentation contained herein. The
indemnification arising under this paragraph shall continue in full force and effect notwithstanding the full payment of all obligations under this
Master Lease or the termination of the Lease Tern for any reason.
20. EVENTS OF DEFAULT. Subject to the provisions of Section 7, any of the following events shall constitute an"Event of Default"under any
Lease: (a)failure by Lessee to pay any Rental Payment or other payment required to be paid under that Lease at the time specified in that Lease;
(b)failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed under that Lease,
other than as referred to in subparagraph(a)above,for a period of 30 days after written notice specifying such failure and requesting that it be
remedied is given to Lessee by Lessor,unless Lessor shall agree in writing to an extension of such time prior to its expiration;provided that,if the
failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of
such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) any
statement, representation or warranty made by Lessee in or pursuant to that Lease or its execution,delivery or performance shall prove to have
been false,incorrect,misleading or breached in any material respect on the date when made; (d)any provision of that Lease shall at any time for
any reason cease to be valid and binding on Lessee, or shall be declared to be null and void, or the validity or enforceability thereof shall be
contested by Lessee or any governmental agency or authority if the loss of such provision would materially adversely affect the rights or security
of Lessor, or Lessee shall deny that it has any further liability or obligation under that Lease; (e) Lessee shall (i) apply for or consent to the
appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee,(ii)be unable,fail or
admit in writing its inability generally to pay its debts as they become due,(iii)make a general assignment for the benefit of creditors, (iv)have an
order for relief entered against it under applicable federal bankruptcy law,or(v)file a voluntary petition in bankruptcy or a petition or an answer
seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material
allegations of a petition filed against Lessee in any bankruptcy,reorganization or insolvency proceeding;or(f)an order,judgment or decree shall
be entered by any court of competent jurisdiction,approving a petition or appointing a receiver,trustee, custodian or liquidator of Lessee or of all
or a substantial part of the assets of Lessee,in each case without its application,approval or consent,and such order,judgment or decree shall
continue unstayed and in effect for any period of 30 consecutive days.
21. REMEDIES. Whenever any Event of Default under any Lease exists,Lessor shall have the right,at its sole option without any further demand
or notice,to take one or any combination of the following remedial steps: (a)by written notice to Lessee,declare all Rental Payments and other
amounts payable by Lessee under that Lease to the end of the then current Initial Term or Renewal Term to be due;(b)with or without terminating
that Lease, Lessor may, upon 5 days written notice to Lessee, enter the premises where any Equipment that is subject to that Lease is located
and retake possession of that Equipment or require Lessee at Lessee's expense to promptly return any or all of the Equipment to the possession
of Lessor at such place within the United States as Lessor shall specify,and sell or lease the Equipment or,for the account of Lessee,sublease
the Equipment,continuing to hold Lessee liable for the difference between (i)the Rental Payments and other amounts payable by Lessee under
Standard lease rev 1/05 .4-
that Lease plus the current Purchase Price of the Equipment and(ii)the net proceeds of any such sale,leasing or subleasing(after deducting all
expenses of Lessor in exercising its remedies under this Agreement, including without limitation all expenses of taking possession, storing,
reconditioning and selling or leasing the Equipment and all brokerage, auctioneers' and attorneys' fees); provided that the amount of Lessee's
liability under this clause(b)shall not exceed the Rental Payments and other amounts otherwise due under that Lease plus the remaining Rental
Payments and other amounts payable by Lessee under that Lease to the end of the then current Initial Tenn or Renewal Term;and(c)Lessor may
take whatever action at law or in equity may appear necessary or desirable to enforce its rights under that Lease or as the owner of any or all of
the Equipment that is subject to that Lease.
22. EARLY PURCHASE OPTION. Lessee may,on any Rental Payment Date,with respect to a Schedule,upon sixty(60)days prior written notice
to Lessor,and provided Lessee shall have fully paid and performed all other obligations hereunder,pay to Lessor the Purchase Price set forth on
any Rental Payment Schedule attached to the applicable Schedule,whereupon title to the Equipment associated with such Schedule shall become
unconditionally vested in Lessee,and Lessor shall transfer any and all of its right,title and interest in such Equipment to Lessee as is,where is,
without warranty, express or implied, except that Lessor shall warrant to Lessee that the Equipment is free and clear of any liens created by
Lessor.
23. ASSIGNMENT. Without Lessor's prior written consent, Lessee shall not (a) assign, transfer, pledge, hypothecate or grant any security
interest in,or otherwise dispose of,this Master Lease,any Schedule or the Equipment or any interest in any of the foregoing or(b)sublet or lend
the Equipment or permit the Equipment to be used by anyone other than Lessee or Lessee's employees.
Lessor,without the consent of Lessee, may assign all or any portion or portions of its right,title and interest in and to this Master Lease, any
Schedule, the Equipment and any other documents executed with respect to this Master Lease, and/or grant or assign all or any portion or
portions of its interest in this Master Lease, the Schedules and the Equipment, in whole or in part to various assignees,their agents or trustees.
Any such assignment to an assignee may provide that Lessor or the assignee shall act as a collection and paying agent for owners of
certificates of participation in this Master Lease,or may provide that a third-party trustee or agent shall act as collection and paying agent for any
assignee, provided Lessee receives written notification of the name and address of the trustee or the agent and a copy of the pooling and
fractionalization agency or trustee agreement,if any. Any such assignee shall have all of the assigned rights of Lessor under this Master Lease.
Subject to the foregoing,this Master Lease shall inure to the benefit of and is binding upon the heirs,executors,administrators,successors and
assigns of the parties hereto. Any assignment or reassignment of any of Lessor's right,title or interest in this Master Lease,any Schedule or the
Equipment shall be effective upon receipt by Lessee of a duplicate original of the counterpart document by which the assignment or reassignment
is made,disclosing the name and address of each such assignee and,where applicable,to whom further payments hereunder should be made.
During the Lease Term, Lessee covenants that it shall keep a complete and accurate record of all assignments in form necessary to comply with
Section 149(a)of the Code and the regulations,proposed or existing,from time to time promulgated thereunder. Lessee agrees to acknowledge,
in writing,any assignments if so requested.
LESSEE AGREES THAT,UPON NOTICE OF ASSIGNMENT,IF SO INSTRUCTED R SHALL PAY DIRECTLY TO THE ASSIGNEE,OR ITS TRUSTEE
OR AGENT,WITHOUT ABATEMENT,DEDUCTION OR SETOFF,ALL AMOUNTS THAT BECOME DUE HEREUNDER. LESSEE RATHER AGREES
THAT R SHALL NOT ASSERT AGAINST ANY ASSIGNEE,TRUSTEE OR AGENT ANY DEFENSE, CLAIM, COUNTERCLAIM OR SETOFF ON
ACCOUNT OF ANY REASON WHATSOEVER WITH RESPECT TO ANY RENTAL PAYMENTS OR OTHER AMOUNTS DUE HEREUNDER OR WITH
RESPECT TO ANY ACTION BROUGHT TO OBTAIN POSSESSION OF THE EQUIPMENT PURSUANT TO THIS MASTER LEASE.
24. FURTHER ASSURANCES; FINANCIAL STATEMENTS. Lessee shall execute or provide, as requested by Lessor, any documents and
information that are reasonably necessary or appropriate with respect to the perfection or protection of Lessor's interest in the Equipment or the
transactions contemplated by any Lease. Lessee shall keep its books and records in accordance with generally accepted accounting principles
and practices consistently applied, and shall deliver annual audited financial statements accompanied by an unqualified opinion of Lessee's
auditor to Lessor within 30 days after they are available. Credit information relating to Lessee may be disseminated among Lessor and any of its
affiliates and any of their respective successors and assigns.
25. NOTICES. All notices to be given under this Master Lease shall be made in writing and mailed by certified mail to the other party at its address
set forth herein or at such address as the party may provide in writing from time to time. Any such notice shall be deemed to have been given 5
days subsequent to mailing.
26. SECTION HEADINGS. All section headings contained herein are for the convenience of reference only and are not intended to define or limit
the scope of any provision of this Master Lease.
27. GOVERNING LAW. This Master Lease shall be governed by the provisions hereof and by the laws of the state in which the Lessee is
located.
28. EXECUTION IN COUNTERPARTS; CHATTEL PAPER; ELECTRONIC TRANSACTION. This Master Lease,including each Schedule,may be
executed in several counterparts,each of which shall be an original and all of which shall constitute but one and the same instrument;except(1)
to the extent that various Schedules and this Master Lease as it relates thereto constitutes separate Leases as provided in this Master Lease and
(2) that Lessor's interest in, to and under any Schedule and the Master Lease as it relates to that Schedule, and the Equipment listed in that
Schedule may sold or pledged only by delivering possession of the original counterpart of that Schedule marked"Counterpart No. 1,"which
Counterpart No. 1 shall constitute chattel paper for purposes of the Uniform Commercial Code. The parties agree that the arrangement described
herein may be conducted and related documents may be stored by electronic means.
29. ENTIRE AGREEMENT. This Master Lease,together with the exhibits attached hereto and other attachments hereto,and other documents or
instruments executed by Lessee and Lessor in connection herewith, constitute the entire agreement between the parties with respect to the
lease of the Equipment,and this Master Lease shall not be modified,amended,altered or changed except with the written consent of Lessee and
Lessor.
30. SEVERABILTTY. Any provision of this Master Lease found to be prohibited by law shall be ineffective to the extent of such prohibition
without invalidating the remainder of this Master Lease.
Standard lease rev 1/05 _5.
01/13/2006 17:50 FAX a007/016
30. WAIVER. The waiver by tenor of any breach by Lessee of any term,covenant of condition hereof shall not operate as a waiver of any
subsequent breach hereof.
LESSOR: VEhDCR FINANCE NC. I cacrr•COUNTY OF WELD dba WELD COUNTY PARAMEDIC SERVICE
�.y� � /�J�MUNICIPAL ENTITY
BY: LZA2C "744:4 ,r4t%L.r _ .6Y:)f 11„,,5{��' {{"11+.^^'I
AU QR/LEC SIGNATURE �� War CRIZEO'SlGNATURE'
I. frie icie?' IllLE[g cy,S W //l ,y!��� e4..kR , mg_
PRINite NAME ARC 14 r�
%?INTER,AME AND.TrRE )2� F
AOOR6SS Ton fa,✓F 'nppi ss:. /nl� Yh ST -- LJ
i4 -/ , AlCfctears/ �i4.otl'-/ Ai) ,II
U
CERTIFICATE OF CLERK OR SECRETARY OF LESSEE
I,the undersigned,do hereby certify that the officer of Lessee who executed the foregoing,(Aaster Lease on behalf of Lessee end whose
genuine signature appears thereon,(0 is the duly gunned and acting officer of Lease ass beneath his or her signature and(2)bymotbn duly made,seconded a carded, in accordsncaatil6f all requirements of law, at a - ular or special),meaung of the governing
body of Lessee held_ has been euthonzedto execute She r foregoing Ag � behalf of lasses.
Slenden reap ray 1/05 6
ATTACHMENT 1 TO SCHEDULE NO.01
RENTAL PAYMENT SCHEDULE
Commencement Date of Schedule:
Due date of first payment:
Interest Rate:4.80%
Rental Payments shall be paid monthly, in arrears on the same day of the period in
accordance with the Rental Payment Schedule set forth below.
The Equipment listed in this Schedule may be purchased only as provided and at such times as set
forth in Section 22 of the Master Lease.
Payment Rental Interest Principal
Payment Date Number Payment Portion Portion Purchase Price
1 0.00 215.80 215.80- 56,337.63
2 0.00 216.66 216.66- 56,562.96
3 0.00 217.53 217.53- 56,789.19
4 1,631.65 218.40 1,413.25 55,319.41
5 1,631.65 212.75 1,418.90 53,843.75
6 1,631.65 207.07 1,424.58 52,362.19
7 1,631.65 201.37 1,430.28 50,874.70
8 1,631.65 195.65 1,436.00 49,381.26
9 1,631.65 189.91 1,441.74 47,881.85
10 1,631.65 184.14 1,447.51 46,376.44
11 1,631.65 178.35 1,453.30 44,865.01
12 1,631.65 172.54 1,459.11 43,347.53
13 1,631.65 166.70 1,464.95 41,823.98
14 1,631.65 160.85 1,470.80 40,294.35
15 1,631.65 154.96 1,476.69 38,758.60
16 1,631.65 149.06 1,482.59 37,216.70
17 1,631.65 • 143.13 1,488.52 35,668.64
18 1,631.65 137.17 1,494.48 34,114.38
19 1,631.65 131.20 1,500.45 32,553.91
20 1,631.65 125.19 1,506.46 30,987.20
21 1,631.65 119.17 1,512.48 29,414.22
22 1,631.65 113.12 1,518.53 27,834.94
23 1,631.65 107.05 1,524.60 26,249.36
24 1,631.65 100.95 1,530.70 24,657.43
25 1,631.65 94.83 1,536.82 23,059.14
26 1,631.65 88.68 1,542.97 21,454.45
27 1,631.65 82.51 1,549.14 19,843.35
28 1,631.65 76.31 1,555.34 18,225.79
29 1,631.65 70.09 1,561.56 16,601.77
30 1,631.65 63.85 1,567.80 14,971.26
31 1,631.65 57.58 1,574.07 13,334.22
32 1,631.65 51.28 1,580.37 11,690.64
33 1,631.65 44.96 1,586.69 10,040.48
34 1,631.65 38.61 1,593.04 8,383.72
35 1,631.65 32.24 1,599.41 6,720.33
36 1,631.65 25.84 1,605.81 5,050.29
37 1,631.65 19.42 1,612.23 3,373.57
38 1,631.65 12.97 1,618.68 1,690.15
39 1,631.65 6.51 1,625.14 -
$ 58,739.40 $ 4,784.40 $ 54,604.99
INVOICED PAYMENTS MAY VARY DUE TO ROUNDING,PAY INVOICED AMOUNT.
COUNTY OF WELD dba WELD COUNTY AMBULANCE
Signed: /)
Title: &&X, 7 L11 CO &lim
Date: 4/ 3 V/O 3
Page I of I
EXHIBIT A TO MASTER STATE AND MUNICIPAL LEASE/PURCHASE AGREEMENT
FORM OF SCHEDULE
COUNTERPART NO.01
LESSOR'S INTEREST IN, TO AND UNDER This SCHEDULE AND THE MASTER I EASE AS IT RELATES TO THIS SCHEDULE MAY BE SOW OR
PI Fr1GFD ONLY BY DELIVERING POSSESSION OF COUNTERPART NO. 1 OF THIS SCHEDULE,WHICH COUNTERPART NO. 1 SHALL CONSTITUTE
CHATTEL PAPER FOR PURPOSES OF THE UNIFORM COMMERCIAL CODE.
SCHEDULE NO.01
To Master State and Municipal Lease/Purchase Agreement dated as of _,20_,between
CMCORP VENDOR FINANCE,INC., as Lessor, and COUNTY OF WELD dba WELD COUNTY PARAMEDIC SERVICE,as
Lessee.
1. Defined Terms. All terms used herein have the meanings ascribed to them in the above-referenced Master State and Municipal
Lease/Purchase Agreement(the"Master Lease").
2. Equipment.The following items of Equipment are hereby included under this Schedule of the Master Equipment Lease.
Quantity Degcriation/Serial No./Model No. Location
10 MODEL 6082 MX-PRO AMBULANCE COT 1121 M Street
10 MODEL 6252 STAIR CI-IA IR Greeley,CO 80631
1 MODEL 6009 MX-PRO AMBULANCE COT(DEMO)
10 COT FASTENERS
1 ONE DAY OF INSTALLATION
The name and address of the Vendor of the Equipment is as follows:
Stryker Medical
6300 S Sprinkle Road
Kalamazoo,MI 49001
3. Rental Payments and Purchase Price.
(a) Rental Payments. The Rental Payments shall be in the amounts set forth in the"Rental Payment"column of the Rental Payment
Schedule attached hereto as Attachment 1. Rental Payments shall accrue from the Commencement Date and shall be paid as specified
on the Rental Payment Schedule for the duration of the Lease Term. Such Rental Payments include an interest component as shown below
based on a fixed rate per annum set forth on the Payment Schedule.
(b) Purchase Price Schedule. The Purchase Price at any particular time for the Equipment under this Schedule shall be the amount
set forth for such time in the "Purchase Price" column of the Rental Payment Schedule. The Purchase Price is in addition to all Rental
Payments and any other amounts then due under this Schedule (including the Rental Payment shown on the same line in the Payment
Schedule).
4. Representations, Warranties and Covenants. Lessee hereby represents, warrants and covenants that its representations,
warranties and covenants set forth in the Master Lease are true and correct as though made on the Commencement Date with respect to
this Schedule.
5. Certification as to Arbitrage and Tax Covenants. Lessee hereby represents and covenants as follows:
(a) Any sale proceeds of this Schedule received by Lessee,together with expected investment earnings on such proceeds and other
money contributed by Lessee,do not exceed the estimated total costs of the Equipment listed in this Schedule.
Standard lease rev1/o5 A_I
01/13/2006 17:51 FAX 010/016
(b) The Equipment described above has been ordered or Is expected to be ordered within six months after the Commencement Date of this
Schadtlq and the Equipment is expected to be delivered and Instated, and the Vendor fully paid. within 18 months after the
Commencement Date. The acgtisillon, delivery and Installation of the Equipment end the expenditure of arty net sale proceeds of this
Schedule wtl proceed worth due diligence.
(c) Lessee has not created or established,and does not expect to create or establish, (I)any sinking luhd or other similar fund that Is
reasonably expected to be used to pay the Rental Payments,or(ti)any pledged fund that provides reasonable assurance that the amounts
in such fund will bb available to pay Rental Payments,even if Lessee encounters financial difficulties.
(d) The Equipment listed In this Schedule has not been and is not expected to be sold or otherwise disposed of by Lessee,either In whole
or In major pert,peer to the lest maturity of the Rental Payments.
(e) To the best of our knowledge,information and belief,the above expectations are reasonable.
(f) No other obligations of Lessee(whether lease,bond,or note)(1)are being sold wahIn 15 rays of the Commencement Date:(2)are
being sold pursuant to the same plan of financing as this Schedule;and(3)are expected to be paid from substantially the same source of
funds(disregarding patentees from unrelated parties,such ea bond Insurance).
(g) (Lessee initial hem If this provision is applicable: g �l(Lessee Millet here If this provision Is NOT applicable:
.n+
Lessee designates this Schedule as a"qualified tax-exempt obligation"as defined In Section 265(bX3)(5)of the Code. The aggregate fee
amount of all ax-exempt obligations (excluding private activity bonds other than qualified 501(0)(3)bonds)issued or to be issued by
Lessee and all subordinate entities thereof during the calendar year in which Ste Commencement Date with respect to this Schedule
occurs is not reasonably expected to exceed $10,000,000. Lessee end at subordinate entities thereof will not Issue In excess of
510,000,000 of qualified tax-exempt obligations(including this Schedule but excluding private activity bonds other than qualified 501(0)(3)
bonds)luting said calendar year without first obtaining en opinion of nationally recognized counsel in the area of tax-exempt municipal
obligations, acceptable to Lassa, that the designation of the this Schedule as's "qualified tax-exempt obagalon'_wii not be.adversely
affected.
•
• (h) (Lessee Midst here if this provision Is applicable: ekeaJ(Lessee iniial.hete if Mk.provision.is NOT applicable: 7
Lessee repress is and variants that(I)it Is s governmental in under the lev(s of the Stets•with geherel taxing powers;on IMO Schedule
is not a private actlNly bond is'defined In Section 141 of the Code;flil)85%or mple of the net proceeds of Ma Schedule will be used for
local govemtnenbl ectivktes of Lessee;ad(iv)the aggregate face amount of alt lax-exempt obligations(other than private activity bonds) '
Issued or to bo.iswoad by the Lessee and,all subordinate entities thereof during the calendar year in which the Commencement Date with ,_
•
respect to this Schedule occurs is not reasonably expected to exceed$5,000,000. Lessee and all subordinate entitles thereof will not
Issue in excess of$5,000,000 of tax-exempt bonds(Including the Agreement but excluding private adh4y bonds):during said Calendar
year without first obtaining an opinion of nationally recognized counsel in the area of tax-exempt municipal obigations acceptable In Lessor
that the exclusion of the Interest portions or the Rental Payments from gross income for federal tax purposes will not be adversely
affected.
(i) Lessee will comply with all applicable provisions of the Code, including without limitation Sections 103 and 148 thereof, end the
applicable regulations of the Treasury Department to maintain the exclusion of the interest portions of Rental Payments from gross income
for purposes of federal income taxation,Including any required payment of arbitrage rebate.
6. The Mester Lease. This Schedue Is hereby made as part of the Master Lease, end Lessor and Lessee hereby ratify and confirm the
Master Lease. The terms and provisions of the Master Lease(other then to the extant that they relate solely to other Schedules or Equipment under
other Schedules)are hereby incorporated by reference and made a part hereof.
LESSOR; WM3OR PMANCE.MC. I p E COUNTY OF WELD dale WELDLOUJjy PARAMEDIC SERVICE
�r MUNICIPAL ENTITY
BY: 4d1644.744/A i.Cti :BY:X ' -
p AU/, TURE Q /'' AUTHORIZED SIGNATU �l
BY: 7�f)7RICfA- PCP Gr& re cc Acs` BV: Wrl/(MOIL vrth_. ( �N�-C
PRIMED NAME ANDT E //yyJJ PRINTED NAME ANO TITLE
DATE: Jo/d 5/05 DATE. [5( ) !/G
SIandsrd lens reeves A-2
•
EXHIBfT B TO MASTER STATE AND MUNICIPAL LEASE/PURCHASE AGREEMENT
FORM OF MUNICIPAL CERTIFICATE
MUNICIPAL CERTIFICATE ✓ 1 7/ ,/
Re: Schedule No. 01 to Master State and Municipal Lease/Purchase Agreement dated as of ,�✓ry'','�� , 20g etween CITICORP
VENDOR FINANCE,INC.,as Lessor,and COUNTY OF WELD dba WELD COUNTY PARAMEDIC SER ,as Lessee.
I,the undersigned, duly appointt,.qualified and acting elk 1 Ka (Clerk or Secretary)of the above-captioned Lessee do hereby certify
this 31 day of 2p0_5 as follows:
(1) Lessee did,at a_ _(regular or special)meeting of the governing body of the Lessee held _,20_,by motion duly
made,seconded and carded,in accordance with all requirements of law,approve and authorize the exec 'on and delivery of the above-referenced
Schedule No._(the"Schedule")and the related escrow agreement,if any,on its behalf by the followin med re rese a ive of Lessee:
•
:00,16/ / 1b r w)411C�r( t Clerk etiei
Printed Name Title Signature
(2) The above-named representative of Lessee held at the time of such authorization and holds at the present time the office designated above and
the signature set forth opposite his or her name is the true and correct specimen of his or her genuine signature.
(3) At the meeting described in(1)above,the representative of Lessee named in (1)above and the officers or employees of Lessee from time to
time holding the offices or titles set forth below were designated as Authorized Lessee Representatives for the Schedule(any of them acting alone),
and each of the persons listed below is the current holder of the office or title indicated and the signature set forth opposite name of each of them is
the true and correct specimen of his or her genuine signature:
'Printed'Name; Signature'.
Director David Bressler
•
(4) The meeting of the governing body of the Lessee at which the Schedule was approved and authorized to be executed was duly called,regularly
convened and attended throughout by the requisite majority of the members thereof or by other appropriate official approval and that the action
approving the Schedule and authorizing the execution thereof has not been altered or rescinded.
(5) No event or condition that constitutes,or with the giving of notice or the lapse of time or both would constitute,an Event of Default(as such term
is defined in the above-referenced Master State and Municipal Lease/Purchase Agreement)exists at the date hereof.
(6) All insurance required in accordance with the above-referenced Master State and Municipal Lease/Purchase Agreement is currently maintained
by the Lessee.
(7) Lessee has,in accordance with the requirements of law,fully budgeted and appropriated sufficient funds for the current fiscal year to make the
Rental Payments scheduled to come due during the Initial Term and to meet its other obligations for the Initial Term(as such terms are defined in the
above-referenced Master State and Municipal Lease/Purchase Agreement),and such funds have not been expended for other purposes.
[If Lessee is located in Georgia,the following paragraph(7)shall apply in lieu of the foregoing paragraph(7).)
(7) Lessee has,in accordance with the requirements of law,fully budgeted and appropriated sufficient funds for the current calendar year to make
the Rental Payments scheduled to come due during the Initial Term and to meet its other obligations for the Initial Term(as such terms are defined in
the above-referenced Master State and Municipal Lease/Purchase Agreement),and such funds have not been expended for other purposes.
"" This signature line to be signed by person authorized by the governing body to execute the Schedule and the escrow
agreement,If any,on behalf of Lessee.
Standard lease rev 1/05 B-1
(8) The fiscal year of Lessee is from _to___ .
(9) There is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that,if adversely
determined,would adversely affect the transactions contemplated by the Agreement or the Schedule or the interest of Lessor or its assigns,as the
case may be,in the Equipment.
(10) The Equipment has not been the subject of a referendum that failed to receive the approval of the voters of Lessee within the preceding four
years.
IN WITNESS WHEREOF,I hereunto set my hand and the seal of the governing body of a Lessee the da n ar rst vee widen.
Ali
//a?
Signature of SSecretary/Cleerrk. \� /nom,{/ d�,,
(SEAL) c,1�k m ,L� 1 l Ail a id it1n 4C'a
j ///��� n Printed or typewritten title and,name
Subscribed and affirmed before me this•3 day oflr[!`1+�,;20 L�5044.-
Signed:
My commission expires: a ....... ,
(NOTARY SEAL) O�p"r'PUe�ittt
NotaryCertificate: jy ' �/+ IA
VICKY
1 1 SPRAGUE J•J
my rowfS90N TXMRfl 131-10.2007
Standard lease rev 1/05 B-2
EXHIBIT C TO MASTER STATE AND MUNICIPAL LEASE/PURCHASE AGREEMENT
FORM OF OPINION OF LESSEES COUNSEL
(SAMPLE-TO BE SUBMITTED ON ATTORNEYS LETTERHEAD)
[Closing Date]
Citicorp Vendor Finance,Inc.
700 East Gate Drive
Mt.Laurel,NJ 08054
---
Re: Schedule No. 01 to Master State and Municipal Lease/Purchase Agreement dated as of A, 31 , 20≥between
CMCORP VENDOR RNANCE, INC., as Lessor (the "Lessor"), and COUNTY OF WELD dba WELd/COUNTYAMBULANCE, as
Lessee(the"Lessee").
Ladies and Gentlemen:
As legal counsel to4 e Lessee, I have samined (a)an executed counterpart of a certain Master State and Municipal Lease/Purchase
Agreement, dated as of 7 I , 20 Sand Exhibits thereto between Lessor and Lessee (the "Agreement") and Schedule No. _,
between Lessor and Lessee(th chedule"),which,among other things,provides for the lease to with option to purchase by the Lessee of certain
property listed in the Schedule(t a"Eq uipment"),(b)an executed counterpart of the ordinances or resolutions of Lessee which,among other things,
authorizes Lessee to execute the Agreement and the Schedule and (c) such other opinions, documents and matters of law as I have deemed
necessary in connection with the following opinions.
Based on the foregoing,I am of the following opinions:
(1) Lessee is a public body corporate and politic, duly organized and existing under the laws of the State, and has a substantial
amount of at least one of the following sovereign powers: (a)the power to tax,(b)the power of eminent domain,and(c)police
power.
(2) Lessee has the requisite power and authority to lease the Equipment with an option to purchase and to execute and deliver the
Agreement and the Schedule and to perform its obligations under the Agreement and the Schedule.
(3) The Agreement,the Schedule and the other documents either attached thereto or required therein have been duly authorized,
approved and executed by and on behalf of Lessee and the Agreement and the Schedule are valid and binding obligations of
Lessee enforceable in accordance with their terms.
(4) The authorization,approval and execution of the Agreement and the Schedule and all other proceedings of Lessee relating to the
transactions contemplated thereby have been performed in accordance with all open meeting laws, public bidding laws and all
other applicable state or federal laws.
(5) There is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal
that, if adversely determined, would adversely affect the transactions contemplated by the Agreement or the Schedule or the
interest of Lessor or its assigns,as the case may be,in the Equipment.
All'capitalized terms herein shall have the same meanings as in the foregoing Agreement unless otherwise provided herein. Lessor, its
successors and assigns and any counsel rendering an opinion on the tax-exempt status of the interest components of the Rental Payments,are
entitled to rely on this opinion. / ///��� r �-
Printed Name: e,1(LJ [ `NI Q�j,( A [(P @ Dated:, Ql //a, 4 J
Address:' Pt -r�Jl��(F 152 C'9f��1 p Signature:, a y-fa,aida f .....„
Telephone No.:. g ' I V '3✓(- LI D D 0 Ec+�3 (/ U t
Standard lease rev 1/05 C-1
01/13/2006 17:50 FAX I008/016
•
•
COLORADO, MICHIGAN,MINNESOTA,OHIO,ARIZONA COUNTIES
RIDER TO MASTER STATE AND MUNICIPAL LEASE/PURCHASE AGREEMENT
This Rider to that certain Master Slate and Municipal Lease/Purchase Agreement(together with all Exhibits and Schedules and this Rider, the
'Master Lease')dated as of %I% , 2005, between Citicorp Vendor Finance, Inc. (together with its successors and assigns,
'lesser'),and
County of Weld dba Weld County Ambulance(togs8ar with Its successors and assigns,'Lessee'),is incorporated in and Is hereby made a part
of the Master Lease.
Lessor and Lessee hereby agree that capitalized(arms used herein and not otherwise defined herein shall have the terns assigned to such
terms In the Master Leese and that the following changes and additions shall be made to the Master Lease: •
1. Section 11 of the Master Lease is hereby deleted and the following Section 11 Is hereby inserted in lieu thereof.
11.TITLE. During any Lease Tern,Sge to the Equipment shall be retained by Lessor,except for those modifications that are added to
the Equipment by Lessee end that may be removed without damaging the Equipment Lessee shall not have any right,title or Interest in
the Equipment except as expressly sat forth in this Master Lease. Upon the occurrence of an Event of Default or nonappropiation as set
forth in Section 7.with respect to any Lease,Lessee will surrender possession of the Equipment under such Lease to Lessor. Upon the
exercise of the purchase option by Lessee pursuant to Section 22,title to the Equipment shall Immediately and without f urther action by
Lessor vest In Lessee. It is the irks of the parses hereto that any transfer of title to Lessee pursuant to this Section shag occur
automatically without the necessity of any bill of sale,certificate of title or other Instrument of conveyance, Lessor shall,nevertheless,
execute and deliver any such inseumenb as Lessee may request to evidence such transfer.
Except as specifically sat forth in this Rider,al tens and conditions contained in•the Master Lease wftl remain In full force end effect and the
• .hereby ratified and confirmed.
LESSOR:Chicano Vendor Finance.Inc LESSEE 'County of Weld chtul4WeZCorn Paramedic Service - •(F�H'(�C W Ll. 7
•, A I ORIZED SIGNATfptE �L / A07..RRED 61 7ATQRE �I
BY: r I A' . N4 �/ ykC .AM BY:; WIufi Ant /JJ�y9'��/��� • Nei t LYJI�!'` •
• PRIMED NAME AND TITLE / " "1 PRIn�t ' AME D;TI'ILE
ADDRESS:450 MAMARONECK AVF .ADDRESS:; 7/r-
. NY /�U /+5 r
HRIS0N AR 10528 lO,t e'�! r2rd. . eel a 6 31
DATE to/5/ a`-' DATE: i/ l/O-S (I
•
•
Rev 06/01
Form 8038-GC Information Return for Small Tax-Exempt
Governmental Bond Issues, Leases, and Installment Sales OMB Na 1545-0720
(Rev.November 2000) ► Under Internal Revenue Code section 149(e)
Department or the Treasury Caution:If the issue price of the issue is 8100,000 or more, use Form 8038-G.
Internal Revenue Service
Re ortin Authorit Check box if Amended Return D. ❑
1• Issuer's name 2 pIssuer's employer identification number
COUNTY OF WELD dba WELD COUNTY PARAMEDIC SERVICE P k : I�,D o Cdr If 13
3 Number and street(or P.O.box if mail is not delivered to street address) Room/suite
1121 M STREET
4 City,town,or post office,state,and ZIP code 5 Report number
GREELEY CO 80631 5
6 Name and title of officer or legal representative whom the IRS may call for more information 7 Tekphone number of officer or legal representative
Part II Description of Obligations Check if reporting: a single issue ❑ or on a consolidated basis ❑ .
8a Issue price of obligation(s) (see instructions) 8a
• b Issue date (single issue)or calendar year(consolidated) (see instructions) ID-
9 Amount of the reported obligation(s) on line 8a:
a Used to refund prior issue(s) 9a
b Representing a loan from the proceeds of another tax-exempt obligation (e.g., bond bank) . 9b
10 If the issuer has designated any issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check this box . . . ►❑
11 If any obligation is in the form of a lease or installment sale, check this box ►❑
12 If the issuer has elec pay a penalty in lieu D-El/of,arbitra a rebate, check this box
Under penaltl of per.)pry, I declare tha awe x fn thi et n and accompanying schedules and statements,and to the best of my knowledge
Sign and belief, a are be,correct nd plet
Here ' a ��frf�44-r-
C6 if L'/470/ '5� frwa-
.f),W ll nd_il7�
Is er's authoriz d re es tativ Date Type or print name and title
General Instructions Thus,an issuer may file a separate Form Other Forms That May Be Required
8038-GC for each of a number of small For rebating arbitrage(or paying a penalty in
Section references are to the Internal issues and report the remainder of small lieu of arbitrage rebate)to the Federal
Revenue Code unless otherwise noted. issues issued during the calendar year on one government, use Form 8038-T,Arbitrage
consolidated Form 8038-GC. However,a
Purpose of Form Rebate and Penalty in Lieu of Arbitrage
P separate Form 8038-GC must be filed to give Rebate. For private activity bonds,use Form
Form 8038-GC is used by the issuers of the IRS notice of the election to pay a penalty 8038, Information Return for Tax-Exempt
tax-exempt governmental obligations to in lieu of arbitrage rebate. Private Activity Bond Issues.
provide the IRS with the information required When lb File
by section 149(e)and to monitor the Rounding to Whole Dollars
requirements of sections 141 through 150. To file a separate return,file Form 8038-GC You may show the money items on this
Who Must File on or before the 15th day of the second return as whole-dollar amounts.To do so,
calendar month after the close of the drop any amount less than 50 cents and
Issuers of tax-exemptgovernmental calendar quarter in which the issue is issued.
P . increasenext any amount from 50 to 99 cents to
obligations with issue prices of less than To file a consolidated return,file Form the next higher dollar.
$100,000 must file Form 8038-GC. 8038-GC on or before February 15th of the
Issuers of a tax-exempt governmental calendar year following the year in which the Definitions
obligation with an issue price of$100,000 or issue is issued. Obligations.This refers to a single
more must file Form 8038-G,Information Late filing.An issuer may be granted an tax-exempt governmental obligation if Form
Return for Tax-Exempt Governmental extension of time to file Form 8038-GC under 8038-GC is used for separate reporting or to
Obligations. Section 3 of Rev. Proc. 88-10, 1988-1 C.B. multiple tax-exempt governmental obligations
Filing a separate return.Issuers have the 635, if it is determined that the failure to file if the form is used for consolidated reporting.
option to file a separate Form 8038-GC for on time is not due to willful neglect.Type or Tax-exempt obligation. This is a bond,
any tax-exempt governmental obligation with print at the top of the form, "This Statement installment purchase agreement, or financial
an issue price of less than$100,000. Is Submitted in Accordance with Rev. Proc. lease, on which the interest is excluded from
An issuer of a tax-exempt bond used to 88-10."Attach to the Form 8038-GC a letter income under section 103.
finance construction expenditures must file a briefly stating why the form was not
p submitted to the IRS on time.Also indicate Tax-exempt governmental obligation.A
separate Form 8038-GC for each issue to whether the obligation in question is under tax-exempt obligation that is not a private
give notice to the IRS that an election was examination by the IRS. Do not submit copies activity bond(see below) is a tax-exempt
made to pay a penalty in lieu of arbitrage of any bond documents, leases, or installment governmental obligation. This includes a bond
rebate(see the line 12 instructions). sale documents. See Where To File below. issued by a qualified volunteer fire
Filing a consolidated return.For all department under section 150(e).
tax-exempt governmental obligations with Where'To File Private activity bond.This includes an
issue prices of less than$100,000 that are File Form 8038-GC, and any attachments, obligation issued as part of an issue in which:
not reported on a separate Form 8038-GC, with the Internal Revenue Service Center, • More than 10%of the proceeds are to be
an issuer must file a consolidated information Ogden, UT 84201. used for any private activity business use,
return including all such issues issued within and
the calendar year.
Cat.No.641088 Form 8038-GC (Rev. 11-2000)
Form 8038-GC(Rev. 11-2000) Page 2
• More than 10% of the payment of principal Specific Lines 9a and 9b. For line 9a.enter the
or interest of the issue is either(a)secured Instructions amount of the proceeds that will be used to
by an interest in property to be used for a In general, a Form 8038-GC must be pay principal,interest, or call premium on any
private business use(or payments for such completed on the basis of available other issue of bonds, including proceeds that
property)or(b)to be derived from payments information and reasonable expectations as will be used to fund an escrow account for
for property(or borrowed money)used for a of the date the issue is issued. However, this purpose. Both line 9a and 9b may apply
private business use. forms that are filed on a consolidated basis to a particular obligation. For example,report
It also includes a bond,the proceeds of may be completed on the basis of information on line 9a and 9b obligations used to refund
which(a) are to be used to make or finance readily available to the issuer at the close of prior issues which represent loans from the
loans(other than loans described in section the calendar year to which the form relates, proceeds of another tax-exempt obligation.
141(c)(2))to persons other than governmental supplemented by estimates made in good Line 11.Check this box if property other than
units and (b)exceeds the lesser of 5%of the faith. cash is exchanged for the obligation, e.g.,
proceeds or$5 million. acquiring a police car, a fire truck,or
Issue. Generally, obligations are treated as Part I—Reporting Authority telephone equipment through a series of
part of the same issue only if they are issued Amended return.If this is an amended Form monthly payments. (This type of obligation is
by the same issuer, on the same date, and as 8038-GC, check the amended return box. sometimes referred to as a "municipal lease.")
part of a single transaction, or a series of . Complete Part I and only those lines of Form Also check this box if real property is directly
related transactions. However, obligations 8038-GC that are being amended. Do not acquired in exchange for an obligation to
issued during the same calendar year(a) amend estimated amounts previously make periodic payments of interest and
under a loan agreement under which amounts reported once the actual amounts are principal. Do not check this box if the
are to be advanced periodically(a determined. (See the Part II instructions proceeds of the obligation are received in the
"draw-down loan")or(b)with a term not below.) form of cash,even if the term "lease"is used
exceeding 270 days, may be treated as part Line 1.The issuer's name is the name of the in the title of the issue.
of the same issue if the obligations are entity issuing the obligations, not the name of Line 12.Check this box if the issue is a
equally and ratably secured under a single the entity receiving the benefit of the construction issue and an irrevocable election
indenture or loan agreement and are issued financing. In the case of a lease or installment to pay a penalty in lieu of arbitrage rebate
under a common financing arrangement(e.g., sale,the issuer is the lessee or purchaser. has been made on or before the date the
under the same official statement periodically Line 2.An issuer that does not have an bonds were issued.The penalty is payable
updated to reflect changing factual with a Form 8038-T for each 6-month period
employer identification number(EIN)should
circumstances).Also,for obligations issued after the date the bonds are issued. Do not
apply for one on Form SS-4,Application for
under a draw-down loan that meets the Employer Identification Number.This form make any payment of penalty in lieu of rebate
requirements of the preceding sentence, with Form 8038-GC. See Rev. Proc.92-22,
obligations issued during different calendar may be obtained at Social Security 1992-1 C.B. 736,for rules regarding the
years may be treated as part of the same Administration offices or by calling "election document."
issue if all of the amounts to be advanced 1-800-TAX-FORM. If the EIN has not been
under the draw-down loan are reasonably received by the due date for Form 8038-GC,
write "Applied for" in the space for the EIN.
the ted fadvanced within 3 . of Paperwork Reduction Act Notice
the date of issue of the first obligation. Line 5.After the preprinted 5, enter two We ask for the information on this form to
Likewise, obligations(other than private self-designated numbers. Number reports
carry out the Internal Revenue laws of the
activity bonds)issued under a single consecutively during any calendar year(e.g., —
a agreement that is in the form of a lease or 534, 535, etc.). United States. You are required to give us the
g information.We need it to ensure that you are
installment sale may be treated as part of the part II—Description of complying with these laws.
same issue if all of the property covered by p
that agreement is reasonably expected to be Obligations You are not required to provide the
delivered within 3 years of the date of issue information requested on a form that is
Line Ba.The issue price of obligations is subject to the Paperwork Reduction Act
of the first obligation. J P
Arbitrage rebate.Generally, interest on a generally determined under Regulations unless the form displays a valid OMB control
9 Y section 1.148-1(b).Thus, when issued for number. Books or records relating to a form
state or local bond is not tax exempt unless cash,the issue price is the price at which a or its instructions must be retained as long as
the issuer of the bond rebates to the United substantial amount of the obligations are sold their contents may become material in the
States arbitrage profits earned from investing to the public.To determine the issue price of administration of any Internal Revenue law.
proceeds of the bond in higher yielding an obligation issued for property, see Generally, tax returns and return information
nonpurpose investments. See section 148(f). sections 1273 and 1274 and the related are confidential, as required by section 6103.
Construction issue.This is an issue of regulations. The time needed to complete and file this
tax-exempt bonds that meets both of the Line Bb. For a single issue,enter the date of form varies depending on individual
following conditions: issue,generally the date on which the issuer circumstances. The estimated average time
1.At least 75%of the available physically exchanges the bonds that are part is:
construction proceeds of the issue are to be of the issue for the underwriter's(or other
used for construction expenditures with purchaser's)funds; for a lease or installment Learning about the
respect to property to be owned by a sale, enter the date interest starts to accrue. law or the form . . . . 1 hr., 58 min.
governmental unit or a 501(c)(3)organization, For issues reported on a consolidated basis, Preparing the form . . 3 hr., 3 min.
and enter the calendar year during which the
2.All of the bonds that are part of the issue obligations were issued. Copying,assembling,and
sending the form to the IRS 16 min.
are qualified 501(c)(3)bonds, bonds that are
not private activity bonds,or private activity If you have comments concerning the
bonds issued to finance property to be accuracy of these time estimates or
owned by a governmental unit or a 501(c)(3) suggestions for making this form simpler,we
organization. would be happy to hear from you.You can
In lieu of rebating any arbitrage that may write to the Tax Forms Committee,Western
be owed to the United States,the issuer of a Area Distribution Center, Rancho Cordova.
construction issue may make an irrevocable CA 95743-0001. Do not send the form to this
election to pay a penalty. The penalty is equal address. Instead, see Where To File on
to 11/2%of the amount of construction page 1.
proceeds that do not meet certain spending
requirements.See section 148(f)(4)(C)and the
Instructions for Form 8038-T.
:.•
MEMORANDUM
TO: Donna Bechler, Clerk to the Board DATE: January 13, 2006
FROM: Kathy Baxley, Paramedic Services
SUBJECT: Lease Purchase Agreement with CITI Capital
Attached is the signed Lease/Purchase Agreement with CITI Capital. It is a faxed copy because
the bank keeps the original.
If you have any questions, please let me know.
Thank you,
Kathy Baxley, Office Manager
Hello