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HomeMy WebLinkAbout- CONTRACT - LEASE PURCHASE AGREEMENT - SAFECO 2000BAdministrative Services Purchasing Division City of Fort Collins May 2, 2000 Safeco Credit Co. 165 S. Union Blvd., Suite 610 Lakewood, CO 80228 Re: Lease/Purchase Agreement The enclosed Incumbency Certificate was inadvertently omitted from the Lease/Purchase Agreement package sent to you on May 1, 2000. Sincerely, 4� James B. O'Neill II, CPPO Director of Purchasing and Risk Management enc JBO/jbe cc: Dept. File 256 W. Mountain Avenue • P.O. Box 580 • Fort Collins, CO 80522-0580 • (970) 221-6775 • FAX (970) 221-6707 City Attorney City of Fort Collins April 28, 2000 Safeco Credit Co. 165 South Union Blvd., Suite 610 Lakewood, CO 80228 RE: OPINION OF COUNSEL Lease/Purchase Agreement Dated April 28, 2000, By and Between Safeco Credit Co. (Lessor) and the City of Fort Collins, Colorado (Lessee) Gentlemen: I am an Assistant City Attorney of Lessee and have acted as counsel to Lessee with respect to the Lease/Purchase Agreement described above and dated April 28, 2000 (the "Lease"), and various related matters, and in this capacity have reviewed a duplicate original or certified copy of the Lease, which establishes Lessor's ownership interest in the Equipment (as the term is defined in the Lease), and the form of Certificate of Acceptance to be executed by Lessee as equipment is received. Based upon the examination of these and such other documents as I deem relevant, it is my opinion that: 1. Lessee is a City and political subdivision of the State, both duly organized, existing and operating under the Constitution and laws of the State. 2. Lessee is authorized and has power under State law to enter into the Lease, and to carry out its obligations thereunder and the transactions contemplated thereby. 3. The Lease and the other documents described above have been duly authorized, approved and executed by and on behalf of Lessee, and the Lease is a valid and binding contract of Lessee enforceable in accordance with its terms, except to the extent limited by State and Federal laws affecting remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. 4. The authorization, approval and execution of the Lease 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 300 LaPorte Avenue • P.O. Box 580 • Fort Collins, CO 80522-0580 • (970) 221-6520 • FAX (970) 221-6327 Safeco Credit Co. April 28, 2000 Page 2 State and Federal laws. 5. The execution of the Lease and possession of the Equipment by Lessee, subject to the future appropriation of monies to pay the rental payments coming due thereunder in any renewal periods of the Lease, do not result in a violation of any constitutional, statutory, or other limitation relating to the manner, form, or amount of indebtedness which may be incurred by Lessee. 6. There is no litigation, action, suit, or proceeding pending or before any court, administrative agency, arbitrator or governmental body, that challenges the organization or existence of Lessee; the authority of the organization or existence of Lessee; the authority if its officers; the proper authorization, approval and execution of the Lease and the other documents described above; the appropriation of moneys to make Rental Payments under the Lease for the current fiscal year; or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby. Very truly yours, Carrie Mineart Da gem J ' Assistant City Attorney PC: James B. O'Neill II, CPPO MAR 17 '00 10:56AM SAFECO CREDIT DENVER P.1 F3 SAFECOa SAFECO CREDIT COMPANY 165 S. Union Boulevard, Suite 610 Lakewood, CO 802284212 fax r a n s m to: I Jim Hume fax; 1 970.221-6707 i t t a l Phone: (303)969-9766 Pax; (303) 9693499 from: Marls Johnson I date: i March 17, 2000 re; I Lease quote Pages' I 1 NOTES: Jim, per our recent telephone conversation, our rate would be 5.85%, This is based on a total package of between $500,000 and $600,000, a term of 7 years on most of the equipment and funding by April 30, 2000. Let me know if you have any questions. I am looking forward to putting this lease package together with you. Thanks again, Administrative Services Purchasing Division City of Fort Collins April 19, 2000 Mr. Mark Johnson Safeco Credit Company 165 S Union Blvd, Suite 610 Lakewood, CO 80228 Dear Mr. Johnson: Enclosed are four copies of the next lease agreement. Please sign and return all four copies with UCC-1. After all necessary signatures have been completed a signed copy will be sent to you along with copies of the completed forms and a signed General Amortization Schedule. Copies of the Essential Use/Source of Funds letter, Opinion of Counsel letter, and Incumbency Certificate will be sent along with the executed copy of the agreement. Should you have further questions, please contact Jim Hume at 970-221-6776. ,-S7d` e}rrely�;,� Jarges B. O'Neill II, CPPO Di�ctor of Purchasing and Risk Management Enclosures 256 W Mountain Avenue • PO. Box 580 • Fort Collins, CO 80522-0580 • (970) 221-6775 • FAX (970) 221-6707 P31 SAFECO' Credit Company, Inc. 165 S. Union Blvd., Suite 610 Lakewood, CO 80228 May 8, 2000 Watts: 800-241-7480 Telephone: 303-969-3485 Facsimile: 303 -969-3499 NAY 2003 City of Fort Collins, CO PO Box 580 Fort Collins, CO 80522 Attention: James B. O'Neill II, CPPO Regarding:003-0003299-013 Enclosed are your copies of the documents for the recent lease. You will receive a billing statement approximately 10 days prior to the due date We are pleased to serve you and hope there will be other opportunities to do so in the future. If you have any questions, or if I can be of any further assistance, please do not hesitate to contact me at the number listed above. Sincerely, Terri McElroy Credit Coordinator enclosure STANDARD LEASE AGREEMENT THIS AGREEMENT ("Lease") between SAFECO CREDIT COMPANY ("Lessor") and THE CITY OF FORT COLLINS, COLORADO, ("Lessee") a body corporate and politic existing under the laws of the State of Colorado, dated April 28, 2000, is as follows: ARTICLE I -- LEASE OF EQUIPMENT 1.1 Agreement to Lease Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the equipment (the "Equipment") as more fully described in Exhibit A. Lessor, after having received all required documentation, shall, no later than May 5, 2000, pay Lessee $ 573,592, to be used by Lessee for the acquisition of the Equipment on behalf of Lessor, according to the terms of the Escrow Agreement attached as Exhibit E. 1.2 Title During the term of this Lease, title to the Equipment will be in Lessor subject to the transfer to Lessee upon Lessee's purchase of the Equipment as provided herein. Upon the termination of this Lease for any reason other than Lessee's purchase of the Equipment, title to any Equipment not purchased by Lessee at the time of termination shall remain in Lessor. Lessor at all times will have access to the Equipment for the purpose of inspection, alteration and repair. Upon the payment of all rent payable pursuant to Section 4.1 for the original term and all renewal terms, or exercise of the option to purchase as specified herein, Lessor shall immediately transfer title to any Equipment so purchased to Lessee, and Lessor's interest in such Equipment shall terminate. 1.3 Lease Not A Pledge of City's Revenues Nothing contained in this Lease shall constitute a pledge of the general tax revenues, funds or monies of Lessee except amounts appropriated for the purpose of making Lease payments during the current fiscal year. ARTICLE II -- DEFINITIONS The following terms will have the meanings indicated below unless the context clearly requires otherwise: 2.1 "Equipment" means all or any of the property described in Exhibit A which Lessor is leasing the Lessee. 2.2 "Funds" means funds of Lessee legally available and which have been properly appropriated. 2.3 "Governing Body" means the City Council or any successor governing body of Lessee. 2.4 "Lessee" means the City of Fort Collins, Colorado, a body corporate and politic existing under the Laws of the State of Colorado which is leasing the Equipment from the Lessor. 2.5 "Lessor" means Safeco Credit Company, which is leasing the Equipment to Lessee, and includes the assigns of the Lessor. 1 2.6 "Option to Purchase Price" means the amount which Lessee must pay Lessor, after the payment of the current rental payment, to purchase the Equipment, as determined by the schedule set forth in Exhibit C. 2.7 "Original Term" means the period from the date of execution and delivery of this Lease until the end of the Lessee's then current fiscal year. 2.8 "Renewal Terms" means all of the additional periods of one year, co -extensive with Lessee's fiscal year, for which this Lease is effective, as set forth in Section 3.2. 2.9 "Term" or "term of this Lease" means the Original Term and all Renewal Terms provided for in this Lease under Section 3.2. 2.10 "Vendor" means the manufacturers of the Equipment (or the manufacturers' agent or dealer) from whom Lessee purchased or is purchasing the Equipment. ARTICLE III -- LEASE TERM 3.1 Commencement The term of this Lease shall commence as of the date of execution and delivery of this Lease. 3.2 Duration of Lease This Lease will have an Original Term and seven Renewal Terms. Unless Lessee terminates this Lease under the terms of paragraph 3.3 , the Lease shall be automatically renewed until April 28, 2007, as applicable. 3.3 Non -appropriation of Funds Lessee reasonably believes that it will have a need for the Equipment for the duration of the Original Term and all Renewal Terms provided under this Lease and that funds will be available and appropriated to make all payments for the Original Term and all Renewal Terms provided under this Lease, however, the availability of funds in future fiscal years is dependent upon appropriation of funds by Lessee's City Council, which appropriation is entirely discretionary. Lessee will seek funding each year as part of its Budget process. If funds to continue the leasing of the Equipment for any ensuing Renewal Term are not legally available for such purpose, Lessee may terminate this Lease at the end of the Original Term or Renewal Term then in effect without penalty. Lessee will notify Lessor at least thirty (30) days prior to the expiration of the Original or any Renewal Term if funds are not available for the payments required under this Lease by reason of nonappropriation or nonavailability of funds as set forth above. Lessor and Lessee understand and intend that the obligation of Lessee to pay rentals under the Lease shall constitute only a current expense of Lessee and shall not constitute or give rise to a general obligation or other indebtedness of the Lessee within the meaning of any constitutional or statutory provision or limitation, nor a mandatory charge or requirement against the Lessee in any ensuing fiscal year beyond the then current fiscal year. 3.4 Termination This Lease will terminate upon the earliest of any of the following events: (a) The expiration of the Original Term or any Renewal Term of this Lease and election of Lessee to terminate this Lease pursuant to Section 3.2; 2 (b) The exercise by Lessee of any option to purchase granted in this Lease by which Lessee purchases all of the Equipment remaining on the lease; (c) A default by one party and an election by the other party to terminate this Lease under Article Vill; or; (d) Upon the expiration of the last renewal term and upon payment of all payments required to be made by the Lessee under the Lease. ARTICLE IV -- RENT 4.1 Amount Lessee will pay Lessor rental payments for the lease of the Equipment on the dates and in the amounts set forth in Exhibit C. Lessee shall have no power to make such rent payments from any source other than the Funds. 4.2 Portion of Rent Attributable to Interest The portion of each rent payment which is paid as and is representative of interest is set forth in Exhibit C. The Net Effective Interest Rate for this agreement is 5.85%. 4.3 Tax Representations The parties assume that Lessor can exclude the interest component of the rental payments from Federal gross income. Lessee covenants and agrees that it will: (i) use a book entry system to register the owner of this Agreement so as to meet the applicable requirements of Section 149(a)(3) of the Code; (ii) timely file a Form 8038-G (or, if the invoice price of the Equipment is less than $100,000, a Form 8038-GC) with the Internal Revenue Service in accordance with Section 149(e) of the code; (iii) not permit the Equipment to be directly or indirectly used for a private business use within the meaning of Section 141 of the Code; and (iv) rebate an amount equal to excess earnings on the escrow fund to the Federal Government if required by and in accordance with Section 148 (f) of the Code, and make the artnual determinations and maintain the records required by the regulations applicable thereto; (v) ensure that the monies deposited by Lessor in escrow are not invested in such manner so as to result in the Lease being treated as an "Arbitrage bond or Federally guaranteed bond" within the meaning of Section 148(a) or Section 149(b) of the Code respectively; and (vi) comply with all applicable provisions of Section 103 of the Code. 4.4. No Right to Withhold Notwithstanding any dispute between Lessor and Lessee, or Vendor and Lessee, Lessee will make all payments of rent when due, without withholding any portion of such rent, pending final resolution of such dispute by mutual agreement between Lessor and Lessee or by a court of competent jurisdiction. 3 ARTICLE V -- OPTION TO PURCHASE EQUIPMENT 5.1 Option to Purchase Price Lessee may purchase the Equipment from Lessor, after payment of the rental payment then due, at a price equal to the amount set forth in "Option to Purchase" column on Exhibit C and at the time or times set forth in "Due Date" column on Exhibit C. Lessee shall have no power to make such purchase from any source other than the Funds. 5.2 Manner of Exercise of Option To exercise the option granted in Section 5.1, Lessee must deliver to Lessor written notice of such election, specifying the date of which the Equipment is to be purchased, at least thirty (30) days prior to the purchase date specified in such notice. 5.3 Conditions of Exercise to Option Lessee may purchase the Equipment pursuant to the option granted by Section 5.1 only if Lessee has made all rent payments when due (or has remedied any defaults in the payment of rent, in accordance with the provisions of this Lease) and if all other representations, covenants, warranties, and obligations of Lessee under this Lease have been satisfied (or all breaches of the same have been waived by Lessor in writing). ARTICLE VI -- REPRESENTATIONS, COVENANTS, AND WARRANTIES OF LESSEE Lessee represents, covenants, and warrants as follows: 6.1 Status of Lessee Lessee is a Municipal Corporation duly organized and existing under the constitution and the laws of the State of Colorado. 6.2 Authorization to Execute Lease Lessee is authorized by the Constitution and laws of the State of Colorado to enter into the transactions contemplated by this Lease, and to effect all of the Lessee's obligations under this Lease. The City Council of Lessee has duly authorized the execution and delivery of this Lease. 6.3 Satisfaction of Procedures and Funding Requirements All procedures, including any legal bidding requirements, have been met by Lessee prior to the execution of this Lease, and all rent and other payment obligations will be paid only out of the Funds. 6.4 Preservation of Warranties and Guarantees Lessee will use and service the Equipment in accordance with the Vendor's instructions and in such a manner as to preserve all warranties and guarantees with respect to the Equipment. 6.5 Representations, Covenants, Warranties, and Obligations to be Cumulative The representations, covenants, warranties and obligations set forth in this Article are in addition to and are not intended to limit any other representations, covenants, warranties and obligations set forth in this Lease. 6.6 Opinion of Lessee's Counsel The Lessee will provide an opinion of its counsel with respect to the status of the Lessee, the notice of any pending legal proceedings threatening the enforceability of a lease, the compliance with bidding requirements, the enforceability of the Lease and related matters. F ARTICLE VII -- REPRESENTATIONS, COVENANTS AND WARRANTIES OF LESSOR 7.1 Enjoyment During the term of this Lease, Lessor will provide Lessee with quiet use and enjoyment of the Equipment, without suit, or hindrance from Lessor, except upon default by Lessee, as set forth in this Lease. 7.2 Disclaimer of Warranties and Status of Lessor, Etc Lessee has selected the equipment and desires to lease the equipment for use in the performance of its governmental functions. Lessor will not be liable for specific performance or for damages if the supplier or manufacturer of the equipment for any reason fails to fill, or delays in filling, the order for the equipment (or similar equipment) and does not inspect the equipment prior to delivery to Lessee. For the purposes of this lease and of any purchase of the equipment affected under this lease, Lessor expressly disclaims any warranty with respect to the condition, quality, durability, suitability, or merchantability of the equipment in any respect, and any other representation, warranty, or covenant, express or implied. Lessor will not be liable to Lessee for any liability, loss, or damage caused or alleged to be caused directly or indirectly, by any inadequacy, deficiency, or defect in the equipment, or by use of the equipment, whatsoever. Lessor assigns the Lessee, without recourse, for the term of this lease, all manufacturer warranties and guarantees, express or implied, pertinent to the equipment, and Lessor authorizes Lessee to obtain the customary services furnished in connection with such guarantees and warranties at Lessee's expense, subject to Lessee's obligation to reassign to Lessor all such warranties and guarantees upon Lessor's repossession of the equipment. ARTICLE Vill -- DEFAULT 8.1 Events of Lessee Default Lessee will be in default under this Lease upon the happening of any one or more of the following events: (a) Lessee fails to make any rent payment or other payment (including, without limitation, insurance premiums, taxes, utilities, fines, and fees) when due; or (b) Lessee fails to satisfy promptly any representation, covenant, warranty, or other obligation under this Lease; or (c) Lessee comes within the jurisdiction of any court as debtor under any bankruptcy, reorganization, or similar law, whether or not such law is in existence on the date this Lease commences. 8.2 Remedies on Default To the maximum extent permitted by law, upon any event of default, Lessor may in its sole discretion pursue any one or more of the following remedies (which will be exercisable cumulatively and concurrently or separately), provided notice of default is given by Lessor to Lessee by certified mail and Lessee shall have at least thirty (30) days after receipt of such notice within which to cure any such default specified in Section 8.1: 5 INCUMBENCY CERTIFICATE I do hereby certify that I am the duly elected or appointed and acting Secretary/Clerk of THE CITY OF FORT COLLINS, COLORADO, a body corporate and politic duly organized and existing under the laws of the State of Colorado, that I have custody of the records and such entity, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of such entity holding the offices set forth opposite their respective names. I further certify that (i) the signatures set opposite their respective names and titles are their true and authentic signatures and (ii) such officers have the authority on behalf of such entity to enter into that certain Lease/Purchase Agreement, dated April 28, 2000, between such entity and Safeco Credit Co. Name/Signature Title James B. O'Neill II ( ),, �3 John Fischbach Director of Purchasing and Risk Management City Manager IN WITNESS WHEREOF, I ha e duly executed this certificate and affixed the seal of such entity hereto this day of , 2000. Wanda M. Krajicek, City Clerk Seal Nerk (a) Terminate this Lease, repossess the Equipment, and lease (free and clear of any interest of Lessee in the Equipment) all or any portion of the Equipment to such other persons as Lessor may elect, applying the proceeds of any such lease (after deducting Lessor's cost of repossessing, repairing, storing, moving, and leasing the Equipment, including attorney's fees) against any rent unpaid for the remainder of the Original and any Renewal Terms and any other amounts owed to Lessor under this Lease at the time of Lessor's election under this paragraph. (b) Terminate this Lease, repossess the Equipment, and sell (free and clear of any interest of Lessee in the Equipment) all or any portion of the Equipment at any public or private sale without demand or notice of intention to sell, applying the proceeds of such sale (after deducting the costs of repossessing, repairing, storing, moving, and selling the Equipment, including attorneys' fees) against any rent unpaid for the remainder of the Original and any Renewal Terms and any other amounts owed to Lessor under this Lease at the time of Lessor's election under this paragraph: (c) Avail itself of any other remedy at law or equity. 8.3 Default by Lessor Each and every duty imposed upon Lessor by the terms of this Agreement is deemed to be material. In the event Lessor should fail to perform any of the material elements of this Agreement, Lessor may be declared in default of this Agreement. To the maximum extent permitted by law upon any event of default, the Lessee may, in its sole discretion, pursue any of the following remedies provided notice of default is given by Lessee to Lessor by certified mail and provided further that Lessor shall have at least thirty (30) days time after receipt of such notice within which to cure any such default. (a) Terminate the Agreement and seek damages; (b) Treat the Agreement as continuing and require specific performance; or (c) Avail itself of any other remedy at law or equity. 8.4 Interest on Unpaid Rent In addition to all of the remedies in Section 8.2, Lessee will be liable to the maximum extent permitted by law for interest on any unpaid rent or other payment under this Lease at the rate of eight per cent per annum. 8.5 Attorneys' Fees In the event either party to this Agreement should incur attorneys' fees for litigation in order to enforce this Agreement or to protect its rights hereunder, then, in that event, the prevailing party in any such litigation shall be entitled to reasonable attorneys' fees. ARTICLE IX -- NET LEASE 9.1 Interpretation This Lease for all purposes will be treated as a net lease. 9.2 Taxes and Fees Lessee agrees to pay all license, sales, use, personal property, and other taxes and fees, together with any penalties, fines, and interest on such taxes and fees imposed or levied with respect to the Equipment and the ownership, delivery, lease, possession, use, operation, sale, and other disposition of the Equipment, and upon the rental or earnings arising from any such disposition, except any Federal or State income taxes payable by Lessor on such rental or earnings. Lessee may in good faith and by appropriate proceedings contest any such taxes and fees so long as such proceedings do not involve any danger of sale, forfeiture, or loss of the Equipment or of any interest in the Equipment. 9.3 Permits Lessee will provide all permits and licenses necessary for the installation, operation, and use of the Equipment. Lessee will comply with all laws, rules, regulations, and ordinances applicable to the installation, use, possession, and operation of the Equipment. If compliance with any law, rule, regulation, ordinance, permit, or license requires changes or additions to be made to the Equipment, such changes or additions will be made by Lessee at its own expense. 9.4 Certificate of Acceptance/Inspection by Lessee Lessee agrees to furnish a Certificate of Acceptance in a form similar to attached Exhibit D when requesting disbursement of funds from the Escrow Account. After execution and delivery by Lessee of the Certificate of Acceptance, it shall be conclusively presumed that Lessee is satisfied with and has accepted the Equipment as being in good condition and repair. ARTICLE X -- USE, REPAIRS, ALTERATIONS, AND LIENS 10.1 Use 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 Lease. Lessee agrees that the Equipment is and at all times will remain personal property notwithstanding that the Equipment or any part of the Equipment may now or hereafter become affixed in any manner to real property or to any building on real property. 10.2 Repairs Lessee, at its own cost will service, repair, and maintain the Equipment so as to keep the Equipment in as good condition, repair, appearance, and working order as when delivered to and accepted by Lessee under this Lease, ordinary wear and tear excepted. At its own cost, Lessee will replace any and all parts and devices which may from time to time become worn out, lost, stolen, destroyed, damaged beyond repair, or rendered unfit for use or any reason whatsoever. All such replacement parts, mechanisms, and devices will be free and clear of all liens, encumbrances, and rights of others, and immediately will become a part of the Equipment and will be covered by this Lease. 7 10.3 Alterations Lessee may install such miscellaneous equipment as may be necessary for use of the Equipment for its intended purposes so long as either (a) the installation of such equipment does not alter the function or manner of operation of the Equipment, or (b) Lessee, upon termination of this Lease, restores the Equipment to its function and manner of operation prior to the installation of such miscellaneous equipment. Subject to the obligations described above, Lessee may remove such miscellaneous equipment upon termination of this Lease, if the removal of such miscellaneous equipment will not damage the Equipment. Without the prior written consent of Lessor, Lessee will not make any other alterations, changes, modifications, additions, or improvements to the Equipment as described in Section 10.2.. Modifications, additions, and improvements made to the Equipment, other than miscellaneous equipment installed as set forth above, immediately will become a part of the Equipment and will be covered by this Lease to the same extent as the Equipment originally covered by this Lease. No such alterations, changes, modifications, additions and improvements may impair or reduce the value of the Equipment. 10.4 Liens Lessee and Lessor will not directly or indirectly create, incur, assume, or suffer to exist any mortgage, pledge, lien, charge, encumbrance, or claim on or with respect to the Equipment or any interest in the Equipment. Lessee and Lessor, promptly and at its own expense, will take such action as may be necessary to duly discharge any mortgage, pledge, lien, charge, encumbrance, or claim caused by Lessee or Lessor, respectively, if the same rises at any. ARTICLE XI -- INDEMNIFICATION, INSURANCE, AND DAMAGE TO OR DESTRUCTION OF THE EQUIPMENT 11.1 Indemnification Lessor assumes no liability for any damages of any nature which in any way relate to or rise out of delivery, lease, possession, use, operation, condition, sale or other disposition of the Equipment. To the extent permitted by law, Lessee hereby assumes and agrees to indemnify, protect, save and keep harmless Lessor, its agents and employees from the against any and all losses, damages, injuries, claims, demands and expenses, including legal expenses, of whatsoever kind and nature, arising on account of the negligent act or omission of the Lessee, its officers, employees or agents in: (1) the ordering, acquisition, delivery, installation or rejection of the Equipment; (2) the possession, maintenance, use, condition (including, without limitation, latent and other defects whether or not discoverable by Lessor or Lessee, any claim in tort, including actions for strict liability, and any claim for patent, trademark or copyright infringement) or operation of any item of the Equipment (by whomsoever used or operated); or N. (3) the loss, damage, destruction, removal, return, surrender, sale or other disposition of the Equipment, or any item thereof. It is understood and agreed, however, that Lessor shall give Lessee prompt notice of any claim or liability hereby indemnified against and that Lessee shall be entitled to control the defense thereof, so long as Lessee is not in default hereunder. 11.2 Property Insurance Lessee will self -insure equipment valued at $50,000 or less. Lessee, at its own expense, will provide commercial property insurance for equipment valued at more than $50,000. Equipment will be insured in an amount sufficient to cover the actual cash value at the commencement of this lease (as determined by the purchase price paid by Lessee for the equipment). 11.3 Damage to or Destruction of the Equipment If all or any part of the Equipment is lost, stolen, destroyed, or damaged, Lessee will give Lessor prompt notice of such event and will repair or replace the same with equipment of equal or greater value at Lessee's cost within sixty (60) days after such event, and any replaced Equipment will be substituted in this Lease by appropriate endorsement. If Lessee fails or refuses to make the required repair or replacement, Lessee will buy out the individual piece of Equipment not repaired or replaced, at the next payment date (as set forth in Exhibit C.) No loss, theft, destruction, or damage to the Equipment will impose any obligation on Lessor under this Lease, and this Lease will continue in full force and effect regardless of such loss, theft, destruction, or damage. Lessor does not assume any risk and/or liability for loss, theft, destruction, or damage to the Equipment and for injuries or deaths of persons and damage to property however arising, whether such injury or death be with respect to agents or employees of Lessee or of third parties, and whether such damage to property is to Lessee's property or to the property of others. ARTICLE XII -- MISCELLANEOUS 12.1 Assignment and Sublease by Lessee Lessee may not assign, transfer, pledge, or encumber this Lease or any portion of the Equipment (or any interest in this Lease or the Equipment) or sublet the Equipment, without the prior written consent of Lessor which consent shall not be unreasonably withheld. Lessee agrees that Lessor may impose on the Equipment such plates or other means of identification as are necessary to indicate that the Equipment is subject to this Lease and the restrictions set forth in this Section. 12.2 Assignment and Sublease by Lessor Lessor may freely assign, transfer, pledge, or encumber this Lease or any interest in this Lease. Immediately after receiving notice of such assignment or transfer, Lessee will then make all payments directly to the assignee or transferee (as its interests may appear) and, within thirty (30) days of such assignment or transfer, Lessee will acknowledge the same to the assignee or transferee. Any payments made in accordance with such assignment or transfer will relieve Lessee of all liability to Lessor for such payments. No such assignment shall be effective against Lessee unless and until Lessee shall receive written notice thereof from Lessor. Lessor will maintain a written record of such assignments for the term of this Lease. I 12.3 Lessor's Right to Perform for Lessee If Lessee fails to make any payment or fails to satisfy any representation, covenant, warranty, or obligation, Lessor may (but need not) make such payment or satisfy such representation, covenant, warranty, or obligation, and the amount of such payment and any expenses incurred by Lessor, if the case may be, will be deemed to be additional rent payable by Lessee on Lessor's demand. 12.4 Addresses All notices and payments under this Lease will be mailed or delivered, (a) if to Lessee, City of Fort Collins, at 300 Laporte Avenue, P.O. Box 580, Fort Collins, Colorado 80522; and (b) if to Lessor, Safeco Credit Company, 165 S Union Blvd, Suite 610, Lakewood, CO 80228-2212; until either Lessee or Lessor gives written notice to the other specifying a different address. 12.5 Manner of Payment All payments by Lessee will be made by check or by other manner acceptable to Lessor. 12.6 Nonwaiver No breach by Lessee in the satisfaction of any representation, covenant, warranty, or obligation may be waived except by the written consent of Lessor, and any such waiver will not operate as a waiver of any subsequent breach. 12.7 Severance Clause Any provision in this Lease which is prohibited by law will be treated as if it never were a part of this Lease, and the validity of the remaining terms of this Lease will be unaffected. 12.8 Entire Agreement; Addendum This Lease and the attached Exhibits constitute the entire agreement between Lessor and Lessee and supersede any prior agreement between Lessor and Lessee with respect to the Equipment, except as is set forth in any Addendum which is made a part of this Lease and which is signed by Lessor and Lessee. 12.9 Amendments This Lease may be amended only by a written document signed by Lessor and Lessee. 12.10 Inurement Subject to the restrictions in Section 12.1, this Lease is binding upon and inures to the benefit of Lessor and Lessee, their respective successors and assigns. 12.11 Governing Law This Lease is governed by the laws of the State of Colorado. 12.12 Headings Headings used in this Lease are for convenience of reference only and the interpretation of this Lease will be governed by the text only. 12.13 Transmittal Fees Transmittal of all documentation required for payment will be sent in an electronic format acceptable to all parties from the Lessee to the Lessor and from the Lessor to the City's Escrow Agent. Expedited overnight mail service may be substituted at the Lessor's expense. 10 EXECUTED this SAFEC&14L<-e OCREDIT COMPANY By Title Assistant Vice President (Corporate Seal) A.J THE CITY OF FORT COLLINS,/nCOLORADO, Lessee Ilk B Wanda Krajicek, City berJohrVFischbach City Manager Ap roved As To Form: _ 711 - - bC DA" Carrie Mineart-Dagge ames B. O'Neill II, CPPO Assistant City Attorney --' irector of Purchasing and Risk Management 11 Exhibit A Equipment to be Lease -Purchased: Line No Department Qty. Description Total Cost Term (Y ) 1 Forestry 1 Galion/Hood 8000 37,530 7 2 Forestry 1 Freightliner Cab/Chassis 56,235 7 3 Collindale Golf 1 Jacobsen HR-5111 Rough Mower 43,520 5 4 South Ridge Golf 1 Toro Workman 3200 Truckster 20,102 5 5 SouthRidge Golf 1 John Deere 1500 Aercore 17,364 5 6 PD-Investigations 1 2000 Ford Crown Victoria 20,937 5 7 PD-Investigations 1 2000 GMC Safari Van 19,658 5 8 Streets 2 Tandem axle trucks and equipment 260,000 5 9 Fleet Services 1 1999 15-passenger van 21,900 5 10 Fleet Services 2 2000 Dodge Intrepid Staff Cars 36,411 5 11 Fleet Services 3 Hot Water Parts Washers 17,940 5 12 Fleet Services 3 Pro-M Work Stations 7,545 5 13 Fleet Services 5 System One Parts Washers 14,450 3 Total Lease Financing 1 $573,592 F:K(iI1_3ti-? General Amortization Schedule Supplied separately by Lessee, subject to Lessor's approval. EXHIBIT C PAYMENT SCHEDULE Supplied separately by Lessee, subject to Lessor's approval. 12 EXHIBIT D FAX DOCUMENT Certificate of Acceptance and Request for Payment Date: Mark Johnson Safeco Credit Company 165 S Union Blvd, Suite 610 Lakewood, CO 80228-2212 Dear Mr. Johnson: The undersigned hereby certifies that he is duly qualified to act on behalf of the City of Fort Collins, State of Colorado, with respect to the Lease With Option to Purchase Agreement dated April 28, 2000, by and between the City of Fort Collins, Lessee, and Safeco Credit Company, Lessor, and certifies that the following equipment has been delivered to and accepted by Lessee: Line # Qty Description Serial # Invoice # Enclosed is a copy of the purchase order # and invoice for the above items. Please review the documents, sign the concurrence and fax them to our escrow agent, First National Bank of Fort Collins for payment. Thank you for your assistance. Should you have further questions, please contact Jim Hume at 970-221-6776. Sincerely; James B. O'Neill II, CPPO Director of Purchasing and Risk Management Enclosures cc: Alyssa Lemos, Accounting file dept 13 EXHIBIT E ESCROW AGREEMENT AND INSTRUCTIONS THIS AGREEMENT is made this 2811 day of April, 2000, by and between Safeco Credit Company, as Lessor, and the City of Fort Collins, as Lessee, hereinafter called the "Principals", and the First National Bank of Fort Collins, P.O. Box 2010, Fort Collins, Colorado 80522 hereinafter called "Escrow Agent". The subject matter shown in Schedule A hereof has been delivered to Escrow Agent by Principals, or with the consent of Principals, and is to be held by Escrow Agent subject to the Special Instructions shown in Schedule B hereof, and the General Provisions hereof. SCHEDULE A - SUBJECT MATTER* An executed copy of the Lease/Purchase Agreement ("Lease") between the Principals executed as the same date as these Escrow Instructions. All exhibits to Lease, except Exhibit D (Certificate of Acceptance) are attached. Executed copies of Exhibit D will be furnished to Escrow Agent prior to disbursement of funds. Funds in the amount of $ 573,592, to be deposited with the Escrow Agent as directed by the Lessee, but not later than May 5, 2000. *Documents will be described as "originals" unless they are copies. If not described, they will be presumed to be copies. If subject matter is listed which is not delivered, all copies of the escrow agreement and documents will be held a reasonable time (not exceeding thirty (30) calendar days) pending delivery and a receipt will be given only for documents received. If all documents are not received within a reasonable time, the documents will be returned to parties. Only subject matter received at the time of execution will be listed above. SCHEDULE B - SPECIAL INSTRUCTIONS* Escrow Agent will invest Funds at the direction of Lessee or its Agent. Escrow Agent will promptly deposit all earnings from investmentof Funds to escrow fund created hereunder. Funds deposited with the Escrow Agent shall be used to pay for the cost of acquisition of items of equipment listed on Exhibit A. Escrow Agent shall make payment for each piece of leased equipment only upon receipt of both an executed copy of the appropriate Exhibit D of Lease and a letter of disbursement authorization signed by both Principals (Lessor and Lessee). 14 - Provide on a monthly basis, for the term of each escrow agreement, reports indicating the following: - Amount of disbursements for the purchase of investments. - Amount of disbursements for the payment of invoices. - Amount of principal and interest received from investments. - An inventory of outstanding investments. *(Any notice which Escrow Agent is required to give must be specifically set out in these Special Instructions.) GENERAL PROVISIONS The Escrow Agent shall have no duty or determine the performance or nonperformance of any provision of any agreement between the other parties hereto, and the original, or a copy, of any such agreement deposited with the Escrow Agent shall not bind said agent in any manner. The Escrow Agent assumes no responsibility for the validity or sufficiency of any documents or papers or payments deposited or called for hereunder except as may be expressly and specifically set forth in these instructions in clear and unambiguous language. 2. This Agreement may be supplemented, altered, amended, modified or revoked by writing only, signed by all of the parties hereto, and approved by the Escrow Agent, upon payment of all fees, costs and expenses incident thereto. 3. No assignment, transfer, conveyance or hypothecation of any right, title or interest in and to the subject matter of this Escrow shall be binding upon the Escrow Agent unless written notice thereof shall be served upon the Escrow Agent and all fees, costs and expenses incident thereto shall have been paid and then only upon the Escrow Agents assent thereto in writing. 4. Any notice required or desired to be given by the Escrow Agent to any party to this Escrow may be given by mailing the same addressed to such party at the address noted herein, or the most recent address of such party shown on the records of the Escrow Agent, or believed by Escrow Agent to be proper, and notice so mailed shall be as effectual as though served upon such party in person at the time of depositing such notice in the mail. 5. The Escrow Agent may receive any payment or performance called for hereunder after the due date thereof unless subsequent to the due date of such payment or performance and prior to the receipt thereof the Escrow Agent shall have been instructed in writing by the proper parties to refuse any such payment. 6. The Escrow Agent shall not be personally liable for any act it may do or omit to do hereunder as such agent, while acting in good faith and in the exercise of its own best judgment, and any act done or omitted by it pursuant to the advice of its own attorneys shall be conclusive evidence of such good faith. The Escrow Agent shall have the right at any time to consult with counsel upon any question arising hereunder and shall incur no liability for any delay reasonably required to obtain the advice of counsel. 15 Administrative Services Purchasing Division City of Fort Collins May 1, 2000 Safeco Credit Co. 165 S. Union Blvd., Suite 610 Lakewood, CO 80228 Re: Lease/Purchase Agreement Enclosed please find your copy of the signed contracts for the above -mentioned matter. Included in this package is the Lease Agreement, Opinion of Council, Source/Use of Funds letter, Attachment to UCC1, and the Amortization Schedule. Sincerely, Ja es B. O'N�II II, CPP0�� rector of Purchasing and Risk Management enc JBO/jbe cc: Dept. File 256 W. Mountain Avenue • P.O. Box 580 • Fort Collins, CO 80522-0580 • (970) 221-6775 • FAX (970) 221-6707 7. The Escrow Agent is hereby expressly authorized to disregard any and all notices or warnings given by any of the parties hereto, or by any other person, firm or corporation, excepting only orders or process of court, and is hereby expressly authorized to comply with and obey any and all process, orders, judgments or decrees of any court, and in case the Escrow Agent obeys or complies with any such process, order, judgment or decree of any court it shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such process, order, judgment or decree by subsequently reversed, modified, annulled, set aside or vacated, or found to have been issued or entered without jurisdiction. 8. In consideration of the acceptance of this escrow by the Escrow Agent, the Principals agree, jointly and severally, for themselves, their heirs, legal representatives, successors and assigns, to pay the Escrow Agent its charges and fees hereunder and to indemnify and hold it harmless as to any liability by it incurred to any other person, firm or corporation by reason of its having accepted the same, or in connection herewith, and under such circumstance, or in the event of a dispute, whether or not resulting in litigation, between the parties hereto, or between the parties hereto and the Escrow Agent, to reimburse the Escrow Agent for all its expenses, including, among other things, court costs and reasonable attorneys' fees incurred in connection therewith. Escrow fees or charges, as distinguished from other expenses hereunder, shall be as set forth in paragraph 17, and are intended as compensation for the Escrow Agent's ordinary services as contemplated by these Instructions. In the event the conditions of this escrow are not promptly fulfilled or any dispute arises hereunder, or if for any other reason, the Escrow Agent renders services not provided for in these Instructions, the parties hereto jointly and severally agree to pay reasonable compensation for such extraordinary services. In the event of any action to recover the Escrow Agent's fees, expenses or charges from any party hereto, the Escrow Agent shall be entitled to a reasonable attomeys' fees and costs incurred with respect to any such action. No provision in any attached special instructions by which one or more of the other parties hereto shall undertake to pay such fees, charges and expenses, or any portion thereof, shall, except as between such other parties only, alter their joint and several liability to the Escrow Agent for such fees, charges and expenses. The principals shall not be liable for gross negligence or intentional acts of the Escrow Agent. 9. The Escrow Agent shall be under no duty or obligation to ascertain the identity, authority or rights of the parties (or their agents) executing or delivering or purporting to execute or deliver these instructions or any documents or papers or payments deposited or called for hereunder. 10. The Escrow Agent shall not be liable for the outlawing of any rights under any Statute of Limitations or by reason of laches in respect to the Instructions or any documents or papers deposited. 11. In the event of any dispute between the parties hereto as to the facts of default or execution, the validity or meaning of these instructions or any other fact or matter relating to the transaction between the parties, the Escrow Agent is instructed as follows: (a)That it shall be under no obligation to act, except under process or order of court, or until it has been adequately indemnified to its full satisfaction, and shall sustain no liability for its failure to act pending such process or court or indemnification: (b)That it may in its sole and absolute discretion deposit the property described herein or so much hereof as remains in its hands with the then Clerk, or acting Clerk, of the District Court of the County of Larimer, State of Colorado, and interplead the parties hereto, and upon depositing such property and filing its complaint in interpleader it shall be relieved of all liability under the terms hereof as to the property so deposited and shall be entitled to recover in such interpleader action, from the other parties hereto, its reasonable attorney fees and related costs and expenses incurred in commencing such action and furthermore, the parties hereto for themselves, their heirs, legal representatives, successors and assigns do hereby submit themselves to the jurisdiction of said court and do hereby appoint the then Clerk, or acting Clerk, of said court as their Agent for the Service of all process in connection with such proceedings. The institution of any such interpleader action shall not impair the rights of Escrow Agent under paragraph numbered 8, above. 12. If the instruments deposited hereunder do not bear the necessary documentary stamps the Escrow Agent is authorized to deduct an amount from the last payment or other payments received under these instructions sufficient to purchase such stamps as may be required: to affix and cancel the same: and to withhold the amount from the party otherwise entitled thereto. 13. This Escrow will expire on or before December 31, 2001. If the deposits hereunder are not withdrawn or this Escrow terminated before that date Escrow Agent may mail the Subject Matter as follows, for use only for payment of principle or interest under the lease or for the purchase of equipment for Lessee's own use, and upon such mailing, the Escrow Agent shall be relieved from further responsibility or liability. CITY OF FORT COLLINS Revenue Division P.O. Box 580 Fort Collins, Colorado 80522 14. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns. 15. The Escrow Agent may resign by giving notice in writing to all parties of its intent to resign. The resignation shall become effective no sooner that sixty (60) days from the date of mailing of the notice. The notice will be sent certified mail with return receipt requested to the addresses set forth in paragraph 18 below unless these addresses have been changed. The Principals shall advise the Escrow Agent in writing of the name of the new Escrow Agent. If the Principals cannot agree as to the new Escrow Agent, or fail to advise the Escrow Agent within the time set forth, the Escrow Agent may treat this as a dispute and proceed under paragraph 11 above. If the new Escrow Agent is designated, then upon delivery of all documents to the new Escrow Agent, the Escrow Agent is relieved of all further responsibility or liability. 16. Other provisions: 17 17. The fees to be paid Escrow Agent shall be paid by the Principals as follows: No fees will be charged by Escrow Agent for maintenance of this Escrow Agreement. 18. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Principals: By: Title: Assistant Vice President Safeco Credit Company (Lessor) Escrow Agent: Cs B. O'Neill II, C PO of Fort Collins, CO (Lessee) PO Box 580 Fort Collins, CO 80522 First National Bank of Fort Collins 205 t Oak St., Fort Collins, CO 80521 By: OIL--% Title: INCUMBENCY CERTIFICATE I do hereby certify that I am the duly elected or appointed and acting Secretary/Clerk of THE CITY OF FORT COLLINS, COLORADO, a body corporate and politic duly organized and existing under the laws of the State of Colorado, that I have custody of the records and such entity, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of such entity holding the offices set forth opposite their respective names. I further certify that (i) the signatures set opposite their respective names and titles are their true and authentic signatures and (ii) such officers have the authority on behalf of such entity to enter into that certain Lease/Purchase Agreement, dated April 28, 2000, between such entity and Safeco Credit Co. Name/Signature Title James B. O'Neill II Director of Purchasing and Risk Management John Fischbach City Manager IN WITNESS WHEREOF, I h e duly executed this certificate and affixed the seal of such entity hereto this W: day of , 2000. Wanda M. Krajicek, City Clerk Seal FF cEx.USAAirbill Numkbe 81,70 5338 0522 From mace Are had 1 146-3404-2 Senders FedEx Date /��oD AccountNumber Senders M Comeadir lTY OF FT COLLINS 1?70 ) Address 256 W MOUNTAIN AVE Depallso yenta 11mm FT COLLINS 2 Your Internal Billing Reference Frrt&chenchrsvilappaarm mocha. CO ZIP 8052 3 To RencName "/z T / Name —J D)SyKSDw Phone ( ) Company Address �G $" S`. u.✓.ira ei ,Ly(" Su rr� G /D We7e2 o diteter%Pa bonaorP0. Me %es. dep4flwH5ti0.Moom NEW Peel and Stick FedEx USA Airbill See back for application instructions. Questions? Call I-SM-Go*FedEx®(800-463-3339) Visit our Web sift at W .fe&x.o By using this oil you agree to the sel conditions on the back of this Aidell andmourciarentService Guide.includinume theRmtourliabibfy. �0 No. 0215 4a renre seal N,Bge Service Packages up to 15016s. JI ry ��.1myY FedEx Priority Overnight FedEx Standard Overnight FedEx First Overnight Nont snassm an9 Negbvsness ahemoon her", to It el, "a am, 19 ilelivPN lu se 2cl lucadons FedEx2Day* ❑ FedEx Express Saver* Second business day This business day rrdExtner get, naveilold, min nararge: m0ne-pa"dnle 4h Express Freight Service Packages over 1501bs. Delo-rervcommitment may ba any in came areas. FedEx iDay, Freight* ❑ FedEx 20ay Freight ❑ FedEx May Freight Next business y Second business day Third business y 5 Packaging )"dared coma rmaW FedEx Letter" ❑ FedEx Pak* ❑ Other Phg. Tub.. and ueromeiok, 6 Special Handling Saturday Delivery Sunday Delivery ❑Aveikbh ❑ HOLD Weekday — HOLD Saturday ❑at FedEx Location LiatfedEe Location mynas&Pdmiry Avedama+m reaes Norm, OverriMand Fed& tdey Ovemightro seiecrZlP codes Norevadablewhb Available fix hd& Posery nenhoctZIP some Fedrxen overnight Overnight and Face,IDay Pnb angoods? Bees tds aH McoMeind he select loceam, F- One bon munbe checked.rked. l pj No ❑ geM amvbed ❑ Ye"s elarsta ❑ o�=a seuNla emOs Shippers declension notreguina — — , a Dangerous Goads cannot be shipped in reaE emblem, ❑ Cargo Aircraft Only 7 Payment shits rEmer FedffsAcn. No. or Cred'e CeM No. Mlow.-� ❑ Recipient ❑ Third Party ❑ Credit Card ❑ Cash/Check Aik machaemseeawll be billed. Total Packages Total Weight Total Declared Veluet $ .00 taut gabiliq is lilnrtsslAc 00 mans you declare A higher value. Sae backOm detaile. Fed&Use Only 8 Release Signature sronroewae daawnanm rame„p enem a. By signing you euMorize us on deliver this shipment without obtaining a signature and agree m mdemMfy aIM hob us hnlmkaa from arty resoling claims. 0117573756 are 1091. pale 11N8•Pon #1548133.01994-9e coll PRINrE01N U SA 3 99 City of Fort Collins Administrative Services Purchasing Division LETTER OF TRANSMITTAL To: Carrie Daggett, Assistant City Attorney John Fischbach, City Manager Wanda Krajicek, City Clerk From: James B. O'Neill II, CPP Director of Purchasing &gakje n " Date: April 24, 2000 Re: Lease/Purchase Agreement Attached find four (4) sets of contract documents regarding the above -mentioned matter. Would you approve as to form, include an approved Use/Source of Funds Letter, and a signed Opinion of Counsel letter with the document and forward to the City Manager. r The bidder received the award through the normal bid process. John, please sign the contract documents, sign the Incumbency Certificate and Lease Agreements, and forward them to the City Clerk. Wanda, please call Purchasing, Jim will come over, sign the contracts and have you attest his signature. Would you call Purchasing when that is completed. Thank you. 256 W. Mountain Avenue • P.O. Box 580 • Fort Collins, CO 80522-0580 • (970) 221-6775 • FAX (970) 221-6707 ATTACHMENT TO UCC-1 DEBTOR: CITY OF FORT COLLINS, COLORADO SECURED PARTY: Safeco Credit Co. 165 S Union Blvd, Suite 610 Lakewood, CO 80228 The equipment leased pursuant to that certain Lease/Purchase Agreement, as of April 28, 2000, between Secured Party, as Lessor, and Debtor, as Lessee, and all replacements, substitutions and alternatives therefore and thereof and accessions thereto and all proceeds (cash and non -cash), including the proceeds of all insurance policies or condemnation awards, thereof (more fully described on the attached). The cash and negotiable instruments from time to time comprising the (a) the Escrow Fund (as such is defined in that certain Escrow Agreement dated as of April 28, 2000, among Secured Party, Debtor, and First National Bank of Fort Collins, N. A. (the Escrow Agent); and (b) all proceeds (cash and non -cash) thereof. SAFECO0 SAFECO CREDIT COMPANY 165 S. Union Boulevard, Suite 610 Lakewood, CO 80228-2212 April 21, 2000 Mr. Jim Hume City of Fort Collins 256 West Mountain Ave. Fort Collins, CO 80522 Dear Jim: Phone: (303) 969-9766 Fax: (303) 969-3499 Enclosed on the sign lease agreement documents. We are planning to fund into escrow next Friday. Let me know if you have any questions. Jim, thanks again for the opportunity to provide equipment financing for the City of Fort Collins. Sincerely, fMarkohnson Marketing Representative SAFECO Credit Company, Inc. Administrative Services Purchasing Division City of Fort Collins April 19, 2000 Mr. Mark Johnson Safeco Credit Company 165 S Union Blvd, Suite 610 Lakewood, CO 80228 Dear Mr. Johnson: Enclosed are four copies of the next lease agreement. Please sign and return all four copies with UCC-1. After all necessary signatures have been completed a signed copy will be sent to you along with copies of the completed forms and a signed General Amortization Schedule. Copies of the Essential Use/Source of Funds letter, Opinion of Counsel letter, and Incumbency Certificate will be sent along with the executed copy of the agreement. Should you have further questions, please contact Jim Hume at 970-221-6776. erely; James B. O'Neill Il, CPPO -r- Di'ctor of Purchasing and Risk Management Enclosures 256 W. Mountain Avenue • P.O. Box 580 • Fort Collins, CO 80522-0580 • (970) 221-6775 • FAX (970) 221-6707 Administrative Services Purchasing Division City of Fort Collins Date: April 28, 2000 ESSENTIAL USE/SOURCE OF FUNDS LETTER To: Safeco Credit Co. 165 S Union Blvd, Suite 610 Lakewood, CO 80228 Gentlemen: Reference is made to that certain Lease/Purchase Agreement, dated as of April 28, 2000, (the "Agreement), between Lessor and the undersigned, as Lessee, pertaining to the personal property (the "Equipment") described in the Certificate of Acceptance executed pursuant to the Agreement. This confirms and affirms that the Equipment is essential to the governmental functions of Lessee. Further, Lessee has an immediate need for, and expects to make immediate use of, substantially all the Equipment, which need is not temporary or expected to diminish in the foreseeable future. The Equipment will be used by Lessee for the purpose of performing one or more of Lessee's governmental functions consistent with the permissible scope of Lessee's authority and not in any trade or business carried on by any person other than Lessee. Specifically, the Equipment was selected by Lessee to be used as follows: F�7CeUSA AirbillrNmb9 8170 5338 0246 Company CITY OF FT COLLINS Address 256 W MOUNTAIN AVE DeptMaw/Suiiell. Cm FT COLLINS state CO zip 80521 2 Your Internal Billing Reference nrot u rnaeecere xa epw.r an woaNa. 3 To Recipients , ` - F Address 14 O/Y We cannotd.liwrm PO, looters or P.O. aP coax �— no ooeSuieareoom Ta NOID'st Frd&kicrdon City , PrimFed6eWhaechxe. ^� A4�Cld©V rfl State e ({ zip NEW Peet and Stick FedEx USA Airbill See back for application instructions. Questions? 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Tonekelar;mdredutlo&mir es 6 Special Handling Relive Su ❑AreilWebr Fe6a PrpgY ❑AverabkbrfM&Priegy So,,..s V ❑BI FedFx ❑BOFBdFX �.00BhrOn Orem'gMer Fed&]DeY Dve.Wer rNanaPcodes ann Neenilabkwal ArereWbrFatl&Prbrrl m mkxtaPcadas htl&FuatGwnipM Aemyeantl Fetl&t0 aaotab eaodaT meat( bcarom the rebeaconbNedengerols ebpx mwbeeharkad. --, r No Yes YMOparaaachad Shippefa0aehnidon 0 D r� Ice Sh Mes D.ckralton mtreMead pry ea,s, UN 18a-s,Np ❑ Oregonians Goods cumnt be erred h kd&packaging. Cargo Alfcrefforty 7 Payment aiadz rEmer Fed4Aat Nwapkaoand MLl �1 ❑ Recipiem Third Party Credit Card iD CasWCheck AS.anrdiern secbonl be bib.d Fsd&Ac&Ne. Credr Card an. Does Tatel Packages TgldvYsigkt TaMDeclaradVaW a .00 tour energy is limited to$1DD unless you declare a higher vela.. Sae back for details. Fedau"onov S Release Signature sq ro.rao a.de wnwnrorrz.nn cow ro acorn By signingYoueutlwdse euedeeNrtlda ehipmemvaMutohteNingaalyaWra 359 end egreem irdemnryend hoN ua hamdasshom arryreaueng claims Re 1M9•Rev. Dab I IAe•Pot 015013S-01994-99 red&.PRINIRD IN U8A 0117573756 ATTACHMENT TO UCC-1 DEBTOR: CITY OF FORT COLLINS, COLORADO SECURED PARTY: Safeco Credit Co. 165 S Union Blvd, Suite 610 Lakewood, CO 80228 The equipment leased pursuant to that certain Lease/Purchase Agreement, as of April 28, 2000, between Secured Party, as Lessor, and Debtor, as Lessee, and all replacements, substitutions and alternatives therefore and thereof and accessions thereto and all proceeds (cash and non -cash), including the proceeds of all insurance policies or condemnation awards, thereof (more fully described on the attached). The cash and negotiable instruments from time to time comprising the (a) the Escrow Fund (as such is defined in that certain Escrow Agreement dated as of April 28, 2000, among Secured Party, Debtor, and First National Bank of Fort Collins, N. A. (the Escrow Agent); and (b) all proceeds (cash and non -cash) thereof.