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HomeMy WebLinkAboutKOCH FINANCIAL ACADEMIC CAPITAL GROUP - CONTRACT - LEASE PURCHASE AGREEMENT - KOCH 2008BESCROW AGREEMENT AND INSTRUCTIONS Lease Schedule No 1 THIS AGREEMENT is made this 11' day of July 2008 by and between Koch Financial Corporation as Lessor and the City of Fort Collins Colorado 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 Schedule of Equipment No 1 dated July 11 2008 to the Standard Master Lease Agreement (collectively the "Lease ) between the Principals executed as the same date as these Escrow Instructions All exhibits to the 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 $377 570 to be deposited with the Escrow Agent as directed by the Lessee but not later than July 14 2008 *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 investment of 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 to the Lease Escrow Agent shall make payment for each piece of leased equipment only upon receipt of both an ESSENTIAL USE/SOURCE OF FUNDS LETTER Date July 11 2008 To Bruce Block Vice President Direct Markets Koch Financial Corporation Gentlemen Reference is made to that certain Master Lease/Purchase Agreement dated as of June 2 2008 (the "Agreement") between Lessor and the undersigned, as Lessee pertaining to the personal property (the "Equipment") described in Schedule of Equipment #1 dated July 11 2008 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 Lessees 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 Utilized by City Traffic Operations, Police Services and Golf Division staff in carrying out the tasks assigned to them The estimated useful life of the Equipment based upon the manufacturer's representations and Lessee's projected needs is five years or more Lessee s source of funds for making rental payments under the Agreement is various Sufficient funds have been appropriated to make all rental payments required under the Agreement during Lessee's current fiscal year and Lessee expects and anticipates adequate funds to be available to make all rental payments due in subsequent fiscal years 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 THE CITY OF FORT COLLINS COLORADO Lessee By 2` Approv was orm James O Neill PPO Dire r of Purchasing and Risk Mana ement Kr g Date 1 1 2008 Assistant City Attorney Schedule of Equipment No 1 (^, 7 Approved by City of Fort Collins City Council Ordinance No d 2008 RE STANDARD MASTER LEASE AGREEMENT entered into as of June 2 2008 ( Agreement") between Koch Financial Corporation ("Lessor") and the City of Fort Collins Colorado ( Lessee") All terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement The following items of Equipment are hereby included under this Schedule to the Agreement Line No Department Qty Description Total Cost Term (yrs) 1 SouthRidge Golf 15 1 Golf carts $ 37 505 5 2 2 Jb 84" slope mowers $ 49 176 5 3 City Park Nine Golf 2 Toro Greens mowers $ 19 412 5 4 1 Toro ProCore 648 $ 23 542 5 5 1 Jb Gator 850 utility $ 15 947 5 6 Collindale Golf 1 Toro ProCore 864 $ 25 318 5 7 1 Toro TrlPlex greens mower $ 24 364 5 8 Traffic 1 Ford F550 cab/chassis $ 26 453 5 9 1 Altec AT37-6 aerial lift $ 53 293 5 10 1 Ford F550 cab/chassis $ 26763 5 11 1 Flanne an Western lift $ 50 492 5 12 Police 7 XLT 500 Mobile radios $ 5 25 305 i wwe a -year rmancmg I $377 570 1 Lessee hereby represents, warrants and covenants that its representations warranties and covenants set forth in the Agreement are true and correct as though made on the Commencement Date of Payments under this Schedule The terms and provisions of the Agreement (other than to the extent that they relate solely to other Schedules or Equipment listed on other Schedules) are hereby incorporated into this Schedule by reference and made a part hereof Datefl ul 11 2008 see City of rt lorado Lessor c4 F ancial rporation B Ja s $ O'Neill II 50 F h Date✓ Name Paul T Haerle Title Senior Vice President/COo Date3 1QS Counterpart No 2 of 3 manually executed and serially numbered counteiparts To the extent that thiq Agreement constitutes chattel papt r (as &!,ned in tht Uniform Commercial Code), no severity intt,rLst ht,run may be created through the transfer or possession of any Counterpart other than Counterpart No, 1. Form 8038-G Information Return for Tax Exempt Governmental Obligations (Rev November 2000) y Under Internal Revenue Code Section 149 (a) r Sea separate Instructions t r" T. Caution Use Form 8038 GC tithe Issue price is under $100 000 6IM r�ulR ve $ery Rereportma Authority OMB No 1545-0720 28885 1 Issuer's name CI of Fort Collins 2lssuer'a employer Identification 3 Number and street (or P O box if mall is not delivered to Street address) as s000567 AccountingDept P O Box 580 Room/suite 4 Report number 5 City town or post office state and ZIP code FortCollins CO 80522 6 Date of issue 7 Name of Issue 07/11/2008 Schedule of E ui merit No 1 dated O7I712008 to the Standard Master Lease reement dated 06102I2008 8 CUSIP number 9 Name and title of officer or legal representative whom the IRS may call 10 Telephone number of officer or lecial reoresentativeNone ...men vwas rniari4e u1BGWr enter the issue 221 6770 12 13 14 15 16 17 18 19 20 ❑ Health and hospital Fj Transportation ❑ Public safety Environment (including sewage bonds) Housing ❑ Utilities ® Other Describe (see instructions) t Vehicles and Equipment If obligations are TANS or R4Ns check box I, If obligations are BANS check box ► If obligations are in the form of a lease or installment sale check box ► 1 12 13 14 15 16 17 18 $ 377 570 00 21 Descrl tion of (a) Final Maturity date 07/11/2013 Obligations Com M) Issue Price $ 377 570 00 lete for the entire Issue for which this form is being (c) Stated redemption (0) Weigmed price at maturity average maturity $ 4, 377 570 00 2 701 years filed (a) Yield 1 3 700/ « rromeds used for accrued interest 23 Issue Price of entire issue (Enter amount from line 21 column (b) 24 Proceeds used for bond issuance costs (including underwriters discount) 25 Proceeds used for credit enhancement 26 Proceeds allocated to reasonably require reserve or replacement fund 27 Proceeds used to currently refund prior issues 28 Proceeds used to advance refund prior issues 29 Total (add lines 24 through 28) o i cmer me remaining weighted average maturity of the bonds to be currently refunded ► years 32 Enter the remaining weighted average maturity of the bonds to be advanced refunded ► years 33 Enter the last date on which the refunded bonds will be called ► 34 Enter the dates(s) the refunded bond, were issued ► s5 tnter the amount of the state volume cap allocated to the issue under section 141 (b)(5) 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) 36a b Enter the final maturity date of the guaranteed investment contract ► 37 Pooled financings a Proceeds of this issue that are to be used to make loans to other governmental units 37a b If this issue is a loan made from the proceeds of another tax exempt issue check box ► ❑ and enter the name of the issuer and the date of the issue ► 38 If the issuer has designated the issue under section 265 (b)(3)(B)(ixlll) (smaller issuer exception) check box ► 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate check box ► 40 If the issuer has identified a hedge check box ► ❑ Under penalties of perjuryI declare that I have examined this return and accompanying schedules and statements and to the best of my knowledge antl belief they are co ct and complete Please Sign Here Z O� ► ���„` tjrj re oafs autlionzed reresentat. Dat Type a pnnt name antl Ltle For Paperwork Redu#6n Act Notice see page 2 of the Instructions Cat No es77ss F,...., e,.,o Instructions for 8038-G On 8038 G forms the below described Imes need to be filled out by the Lessee 1 Line No 2 Fill in the Lessee s EIN number (An issuer that does not have an EIN should apply for one on Form SS 4 Application for Employer Identification Number This form may be obtained from most IRS and Social Security Administration offices File Form SS 4 according to the instructions on that form If the EIN has not been received by the date of filing the 8038 G write Applied for in the space for the EIN) 2 Line No 4 After the preprinted 3 enter two self designated numbers Number reports consecutively during any calendar year (e g 334 335 etc ) 3 Line No 9 State the name and the title for the legal representative the IRS may call for more information The legal representative is the person who will be contacted if there are any questions with respect to the IRS form 8038 G and the transaction reported Typically this person is employed by the issuer and is the same person who signs the IRS Form 8038 G 4 Line No 10 State the telephone number of the person listed in line 9 ORDINANCE NO 066, 2008 OF THE COUNCIL OF THE CITY OF FORT COLLINS AUTHORIZING THE PURCHASING AGENT TO ENTER INTO A LEASE -PURCHASE FINANCING AGREEMENT FOR VEHICLES AND EQUIPMENT WHEREAS, the City has a need for and desires to provide certain real and personal property for City purposes, and WHEREAS, the City is authorized by Article XX of the Colorado Constitution, its Charter, and Part 8 of Article 15 of Title 31, Colorado Revised Statutes, as amended (the "Act'), to enter into rental or leasehold agreements in order to provide necessary land, buildings, equipment and other property for governmental or proprietary purposes, and these agreements may include options to purchase and acquire title to the leased or rented property, and WHEREAS, the City has received a proposal from Koch Financial Corporation to lease equipment to the City, consisting of the following Line No Department Qty Description Total Cost Term (Yri) 1 SouthRidge Golf 15 Golf Carts $ 37,505 5 2 2 JD 84" slope mowers $ 49,176 5 3 City Park Nine Golf 2 Toro Greens mowers $ 19,412 5 4 1 Toro ProCare 648 $ 23 542 5 5 1 JD Gator 850 Utility $ 15,947 5 6 Collmdale Golf 1 Tom ProCore 864 $ 25,318 5 7 1 Toro Triplex greens mower $ 25,832 5 8 Traffic I Ford F550 cab/chassis $ 26,453 5 9 1 Altec AT37-0 aerial lift $ 53,293 5 10 1 Ford F550 cab/chassis $ 26,763 5 11 1 Flannegan Western lift $ 50,492 5 12 Police 7 XLT 500 Mobile radios $ 25,305 5 TOTAL 5-year Financing I $ 37%038 and, WHEREAS, the City Council has determined that it is in the best interest of the City to lease the above -described equipment from Koch Financial Corporation, which is also providing finar cing for the Equipment acquisition, and WHEREAS, the City desires to enter into a lease -purchase agreement with respect to the financing of the Equipment, and WHEREAS, the useful life of the Equipment is greater than five (5) years, and WHEREAS, the City has determined that the lease payments to result from the proposed arrangement will require payments by the City in the sum of $20,847 per quarter, and that payments in that amount are reasonable and proper and represent the fair rental value of the Equipment, and WHEREAS, funds for the 2008 lease payments are included in the 2008 budget, and WHEREAS, the lease of the Equipment will not constitute a "multiple -fiscal year direct or indirect debt or other financial obligation" ofthe City within the meaning of Article X §20(4)(b) and may therefore be entered into without voter approval, and WHEREAS, Article V, Section 9, of the Charter of the City of Fort Collins permits the Council to make supplemental appropriations by ordinance at any time during the fiscal year, provided that the total amount of such supplemental appropriations, in combination with previous appropriations for that fiscal year, does not exceed the then current estimate of actual and anticipated revenues to be received during the fiscal year NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS as follows Section 1 That the Purchasing Agent is hereby authorized to enter into a lease-purcbase agreement for the above -described Equipment with Koch Financial Corporation in accordance with the following terms and provisions a The agreement shall be for an original tern from the execution date of the agreement through December 31, 2008 The agreement shall provide for renewable one-year terms thereafter up to a total term of five (5) years, subject to annual appropriation of funds needed for lease payments The total lease terms, including the original and all renewal terms, shall not exceed the useful life of the property b The City shall make equal quarterly payments throughout the term of such agreement but subject to annual appropriation of funds needed for such payments c If the City leases the Equipment for the original term and all renewal terms, the payment to Koch Financial Corporation will total -2- the sum of the principal, $379,038, plus interest at a fixed rate equal to 3 701/6 per year, which is a reasonable amount d The City shall have the option to purchase part or all of the Equipment on any quarterly payment date of any term The option to purchase shall be exercised by paying the quarterly payment due on that date and the unpaid principal due after that date e If the City renews the agreement for all the renewal terms and makes all payments during said terms, the City shall be deemed to have exercised the option to purchase said Equipment f The agreement shall constitute only a current expense of the City and shall not be construed to be a debt or pledge of the City's credit or revenues Section 2 That the amount of Twenty Five Thousand, Three Hundred Five Dollars ($25,305) to be provided under the lease purchase agreement is appropriated for expenditure in the General Fund from unanticipated revenue in the appropriate funds for the acquisition of the Police radios in accordance with the terms and provisions of the lease -purchase agreement, upon receipt thereof Section 3 That the amount of One Hundred Fifty-seven Thousand One Dollars ($157,001) to beprovided under the lease -purchase agreement is appropriated for expenditure in the Transportation Fund from unanticipated revenue in the appropriate funds for the acquisition of the Traffic Operations vehicles in accordance with the terns and provisions of the lease -purchase agreement, upon receipt thereof Section 4 That the amount of One Hundred Ninety-six Thousand, Seven Hundred Thirty-two Dollars ($196,732) to be provided under the lease -purchase agreement is appropriated for expenditure in the Golf Fund from unanticipated revenue in the appropriate funds for the acquisition of equipment in accordance with the terms and provisions of the lease -purchase agreement, upon receipt thereof Section 5 Any inconsistency between the provisions of tins Ordinance and those of the Act is intended by the Council To the extent of any such inconsistency the provisions of this Ordinance shall be deemed made pursuant to the home rule charter of the City and shall supersede, to the extent permitted by law, the conflicting provisions of the Act -3- Introduced, considered favorably on first reading, and ordered published this 3rd day of7une, A D 2008 and to be presented for final passage on the 1 st da y, A D 2008 1 ATTEST M or *CiClLerk Passed and adopted on final reading on the 1 st 4Mayo D 2008 ATTEST City Clerk -4- executed copy of the appropriate Exhibit D of Lease and a letter of disbursement authorization signed by both Principals (Lessor and Lessee) Provide to Lessor and Lessee on a monthly basis, for the term of this 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 1 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 Agent's 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 mad 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 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 if any 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 16 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 reasonable attorneys' 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 mterplead 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 This Escrow will expire on or before July 10, 2009 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 13 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs personal representatives, successors and assigns 14 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 than sixty (60) days from the date of mailing of the notice The notice will be sent certified mad with return receipt requested to the addresses set forth in paragraph 17 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 fad 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 15 Other provisions (a) This agreement shall be construed and governed in accordance with the laws of the State of Colorado (b) Any provisions of this Agreement found to be prohibited by law shall be ineffective only to the extent of such prohibition, and shall not invalidate the remainder of this Agreement (c) This Agreement (and with respect to Lessor and Lessee, together with the Lease) constitutes the entire agreement of the parties relating to the subject matter hereof 16 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 17 IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written Principals By a Bey,'- Z� �> > J f`• v ,�V Paul T Haerle Jamey B O'Neill II CPPO FNIGP Title _Senunr Vice President/C00 Cityf Fort Collins CO (Lessee) Koch Financial Corporation (Lessor) PO Box 580 17550 North Perimeter Drive, Suite 300 Fort Collins CO 80522 Scottsdale, Arizona 85255 Escrow Agent First National Bank of Fort Collins 205 West O,"t , Fort Collins CA 80521 M e Title Counterpart No I of _a. manually executed and serially numbered counterparts To the extent that this Agreement eomtrtutes Chattel pdpl.r (1s dEfincd in the Uniform CommLrwal Code), no SLCUntV MILICst heron may be (rented through the transfer or possession of any Counterpart other than Counterpart No 1 EXHIBIT A-1 RENTAL PAYMENT SCHEDULE Rate 3 700% Payment Payment Purchase Outstanding Pint # Date Amount Interest P---1pal Pnce Balance 1 10/11/2008 $20 765 51 $3 492 52 $17 272 98 $367 502 96 $360 2977 02 2 1/11/2009 $20 765 51 $3 332 75 $17 432 76 $349 721 54 $342 864 26 3 4/11/2009 $20 765 51 $3 17149 $17 594 01 $331 775 65 $325 270 25 4 7/11/2009 $20 765 51 $3 008 75 $17 756 76 $313 663 76 $307 513 49 5 10/11/2009 $20 765 51 $2 844 50 $17 921 01 $295 384 34 $289 592 49 6 1/11/2010 $20 765 51 $2 678 73 $18 086 78 $276 935 82 $271 505 71 7 4/112010 $20 765 51 $2 511 43 $18 254 08 $258 316 67 $253 251 63 8 7/112010 $20 765 51 $2 342 58 $18 422 93 $239 525 28 $234 828 70 9 10/11/2010 $20 765 51 $2 17217 $18 593 34 $220 560 07 $216 235 36 10 1/11/2011 $2076551 $200018 $1876533 $20141944 $19747004 11 4/112011 $20 765 51 $1 826 60 $18 938 91 $182 10175 $178 531 13 12 7/112011 $2076551 $165141 $1911409 $16260538 $15941704 13 10/11/2011 $2076551 $147461 $1929090 $14292866 $14012614 14 1/11/2012 $2076551 $129617 $1946934 $12306993 $12065680 15 4/11/2012 $2076551 $111608 $1964943 $10302752 $10100737 16 7/11/2012 $20 765 51 $934 32 $19 831 19 $82 799 70 $81 176 18 17 10/11/2012 $20 765 51 $750 88 $20 014 63 $62 384 79 $61 16156 18 1/11/2013 $20 765 51 $565 74 $20 19976 $41 78103 $40 961 79 19 4/11/2013 $20 765 51 $378 90 $20 386 61 $20 986 69 $20 575 19 20 7/11/2013 $20 765 51 $190 32 $20 575 19 $0 00 $0 00 Totals $415 310 11 $37 740 I1 $377 570 00 Rate 3 700% COMMENCEMENT DATE July 11 2008 City -Fort Collins By �� } Name _ylames B O'Ne111 II CPPO FNIGP TitleDlrector of Purchasing & Risk Mgmt Date ` %] Counterpart No of 7j manually executed and serially num a ed co erpparts To the extent that this Agreement constitutes challtel papers (as defined in the Uniform Commercial Code), no security interest herein may be created through the transfer or Possession of a Counterpart other than Counterpart No 1 arof t Collins July 8, 2008 Koch Financial Corporation 17767 North Perimeter Drive, Suite 101 Scottsdale, Arizona 85255 City Attorney 300 LaPorte Avenue PO Box 580 Fort Collins CO 80522 970 221 6520 970 221 6327 fax fcgov coin Re Schedule of Equipment No 1 dated as of July 11, 2008 to Standard Master Lease Agreement dated as of November 1, 2002 between Koch Financial Corporation, as Lessor, and the City of Fort Collins, Colorado, as Lessee Ladies and Gentlemen As legal counsel to the City of Fort Collins, Colorado, (the' Lessee"), I have examined (1) an executed counterpart of a certain Standard Master Lease Agreement, dated as of June 2, 2008, and Exhibits thereto by and between Koch Financial Corporation (the "Lessor") and the City of Fort Collins, Colorado (the "Master Agreement') and an executed counterpart of Schedule of Equipment No 1, dated July 11, 2008, by and between Lessor and Lessee (the "Equipment Schedule No 1") which, among other things, provides for the lease with option to purchase to the Lessee of certain property listed in Equipment Schedule No 1 (the "Equipment'), (2) an executed counterpart of Ordinance No 066, 2008 of Lessee which, among other things, authorizes Lessee to execute a Lease -Purchase Agreement including Equipment Schedule No 1, and (3) other opinions, documents and matters of law as I have deemed necessary in connection with the following opinion Equipment Schedule No 1 and the terms and provisions of the Master Agreement incorporated therein by reference together with the Rental Payment Schedule attached to Equipment Schedule No 1 are herein referred to collectively as the "Lease" Based on the foregoing, I am of the following opinion that (1) Lessee is a public body corporate and politic, duly organized and existing under the laws of the State of Colorado, and has a substantial amount of one or more of the following sovereign powers (a) the power to tax, (b) the power of eminent domain, or (c) police power, (2) The name of the lessee contained in the Lease is the correct legal name of the Lessee, (3) Lessee has the requisite power and authority to lease and acquire the Equipment with an option to purchase and to execute and deliver the Lease and to perform its obligations under the Lease, (4) The Lease has been duly authorized and has been duly executed and delivered by Lessee Assuming due authorization, execution and delivery thereof by Lessor, the Lease constitutes the legal, valid and binding obligation of Lessee, enforceable against Lessee in accordance with their respective terms, (5) The adoption of ordinance No 066, 2008 by Lessee's governing body authorizing the execution and delivery 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 state or federal laws, and (6) 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 Lease, or the security interest of Lessor or its assigns, as the case may be, in the Equipment under the Lease All capitalized terms herein shall have the same meanings as in the Lease 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 Attorney