HomeMy WebLinkAboutLease Agreement Dri-Prime Pump MUNICIPAL LEASE AGREEMENT
BETWEEN
REPUBLIC BANK & TRUST COMPANY, as Lessor,
and
CTTY OF JEFFERSONVILLE, INDIANA, as Lessee
Dated .5'0¢»777. r , 20 /
Table of Contents
1. Ears
LEASE 1
2. TERM. TERMINATION AND NONAPPROPRIATION 1
3. RENEWAL OPTION 1
4. RF.NI' 1
5, NET LEASE; OBLIGATION TO PAY RENT UNCONDITIONAL 2
6. LESSEE'S INSPECTION: CONCLUSIVE PRESUMPTIONS 2
7. USES AND LOCATION 2
8. TITLE AND RETURN 2
9. MARKINGS 2
10. MAINTENANCE AND REPAIRS 3
11. ALTERATIONS 3
. 12. NO WARRANTIES BY LESSOR 3
13. INSURANCE 3
14. CASUALTY 3
15. CASULATY PAYMENT 4
16. TAXES AND GENERAL COVENANTS 4
17. REPRESENTATIONS AND WARRANTIES OF THE LESSEE 4
M. EVENT 01' DEFAULT 5
19. REMEDIES 6
20. SECURITY 6
21. LESSOR'S EXPENSES 7
22 ASSIGNMENT 7
23. PERSONAL PROPERTY 7
24. LATE CHARGES 7
25. NON-WAIVER 7
26. ENTIRE AGREMENT
27. NOTICES
28. GENDER: NUMBER
29. TITLES
30. TIME
31. GOVERNING LAW
32. CONSENT TO JURISDICTION
33. INCORPORATION BY REFERENCE
35. DOCUMENTATION FEE
36. ACKNOWLEDGEMENT
SCHEDULE AND EXHIBITS
SCIIEDIJLE OF RENT PAYMENTS
EXHIBIT A - INCUMBENCY CERTIFICATE
EXHIBIT B - OPINION OF COUNSEL
EXIIIBIT C - ESSENTIAL USE LETTER
EXHIBIT D - REQUEST FOR INSURANCE (COMPLETED)
EXHIBIT 2 - ACCEPT/INCE CERTIFICATE
EX lusrp F - FORM 8038G AND INSTRUCTIONS
EXHIBIT 0 - FORM IICC- 1
MVNICII'AL LEASE AGREEMENT
THIS LEASE made as of 4 - 6.11 by and between Republic Rank & Trust Comp:uly ( "Lessor'), and City of icftbrsonviltc
Indiana ("Lessee").
1. LEASE. Lessor hereby leases to Lessee, and lessee hereby leases from Lessor all machinery. equipment (together with imbedded
software utilized in the operation of the Equipment), and other property (collectively the `Equipment" and individually an "Item of Equipment')
described in (a) the schedule executed by the parties concurrently herewith and made a part hereof, and (b) any schedule or schedules hereinafter
executed by the parties hereto and made a part hereof (collectively the "Schedules" and individually a "Schedule ").
2. TERM, TERMINATION AND NONAPPROPRIATION.
(a) The initial term of the Lcasc with respect to each Item of Equipment shall commence on the date which is set out on the
Schedule for that Item of Equipment (the 'Commencement Date ") and shall terminate on the last day of Lessees current fiscal year (the `Initial
Tenn'). The Lease teen will be automatically renewed at thc end of the Initial Term and any subsequent fiscal year for an additional one year
period (each, a "Renewal Term "), unless it is terminated as the result of nunappopration of funds by l.cesec, pursuant to Suction 2(c) hereof
The terms and conditions during auy Renewal Tenn shall be the same as the terms and conditions during the Initial Term. except that the rental
payments shall be as provided in the Schedule. The Initial Term and the subsequent Renewal Terms set forth in the Schedule for each Item of
Equipment constitute the Lease Tam (the "Lease Term").
(b)
The Lcasc Tam will terminate upon the earliest of any of the following events:
0) The expiration of the Initial Tam or any Rcncwal Term of this Lease and the nunrcnewal of this Lease in the
event of nonappropriation of funds pursuant to Section 2(c) hereof.
(ii) A default by I .cpcc and Lessors election to terminate the Lease under Section 20 hereof. or
(iii) The payment by Lessee of all rent required to be paid by Lessee hereunder for the Equipment.
(c) In die event sufficient funds shall not be appropriated for the payment of the rent required to be paid in the next occurring
Renewal Term. and if Lessee has no funds legally available for rent from other sources, then lessee may terminate this Lease at the end of the
then current Initial Tcrm or Renewal Tcrm, and thc Lessee shall not be obligated to make payment of the rent provided for in the Schedule of
this Lease beyond the then current initial Term or Renewal 'term. Lessee agrees to deliver notice to Lessor of such temrination of Lease at least
60 days prior to the end of the then current Initial 'rcrm or Renewal Tcrm.
(d) Lessee intends, subject to the provisions of Section 2(c) hereon; to continue the I.ease Term through the Initial Tcrm and all
Renewal Terms and to pay thc rent during the Initial Term and each of the Renewal Terms, provided that lawful appropriations therefor can be
obtained. Lessee further intends to all Wings lawfully within its power to obtain and maintain funds from which the rent payments may be
made. including making provisions for such rent payments to the extent necessary in each fiscal year budget submitted and adopted in
accordance with We applicable provisions of state law, to have such portion of the budget approved and to exhaust all available reviews and
appeals in event suit a portion of the budget is not approved.
3. RENEWAL OPTION. Lessee shall have the option to renew this Lease for a renewal tern following We end of We Lease Term as
to all Items of Equipment lisle) on a Schedule. but not Tess than all of such Equipment. for the teen and on conditions acceptable to Lessor.
Lessee must give Lessor written notice of its intention to request this option not Icss than sixty (60) days before expiration of We Lease Term
with respect to such Items of Equipment. Notwithstanding any of We above options. all sums due and payable as defined in We Schedule of
Rents remain due and payable.
4. RENT.
[a)
The rent for each Item of Equipment shall be that amount designated in the applicable Schedule and shall be payable in
ADVANCE in amounts and at the time and place as set forth in the Schedule. or to such other person. or al such other plate as Lessor may Crum
rime to time designate in writing.
lb) t.essor and Lessee understand that and intend that the obligation of the Lessee to pay rent hereunder shall constitute a
curtest expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or
statutory limitations or requirements concerning We creation of indebtedness by Lessee. nor shall anything contained herein constitute a pledge
of We general tax revenues, funds or monies of Lessee.
(e) Lessee shall pay rent, exclusively from legally available funds, in lawful money of the United States of Arnerica to Lessor.
or in We event of assignment by Lessor. to its assignee. in the amounts and on the dates set forth in We Schedule hereto. The payment of rent
shall be in consideration for Lessee's use of We Equipment during the applicable year in which such payments are due.
(d) A portion of each payment of an is paid as. and represents payment of, interest. and the balance of each payment of rent is
paid as. and represents payment of. principal. The applicable Schedule for each Item of Equipment sets forth We interest component and
principal cnmponcnt of each payment of rent during the Lease Tern.
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(e) Lessee shall have the right to prepay. in pan or in whole. the rent due under the Lease, on any installment due date by taking
the original Equipment cost and deducting thc total principal payments amount per the Schedule of Rent from this cost. If the payoff is between
the payment dates an amount equal to the interest rate imputed in the Lease must be added for the number of days after the last payment.
5. NET LEASE; OBLIGATIONS TO PAY RENT UNCONDITIONAL. This is a net lease. All rent and other sums payable by
Lessee shall be paid promptly when due without notice or demand of any character. Lessee's obligations f'or the payrrknt of rent hereunder is
and shall be absolute and unconditional and shall not be subject to any reduction, offset, counter - claim, abatement. aspension. deferent ur
diminution for any reason whatsoever, including without limitation any destruction or damage to the Equipment, any limitation of or
interference with the use or possession of the Equipment or any component thereof (including any such limitation or interference arising out of
any defect in Lessor's title to the Equipment). condemnation or requisition of the Equipment or any component thereof or any other occurrence
or circumstance (whether similar or dissimilar to those enumerated) which prevents the lessee from using, possessing or enjoying the
Equipment. Lessee waives (a) any and all existing and future claims and offsets against rent or other payments due to Lessor under this Lease.
(b) all rights now or hereafter conferred by statute or uthenvis to terminate ur surrender this Lease or the Equipment or any component of the
Equipment, and (c) any abatement, suspension, defcnneny diminution or reduction of any rent or other sums payable hereunder on accnunt of
any such oceurrente.
6. LESSEE'S INSPECTION: CONCLUSIVE. PRESUMPTIONS. Lessee shall inspect each Item of Equipment within five (5) days
after receipt thereof. Unless Lessee within such period of time gives written notice to Lessor specifying any defect its or other proper objection
to the Equipment, Lessee agrees that it shall be conclusively presumed. as between Lessor and Lessee, that (a) Lessee has received and has fully
inspected the Equipment. (b) Lessee has acknowledged that the Equipment is in good condition and repair, and (c) Lessee is satisfied with and
has accepted the Equipment in such good condition and repair and as satisDctory its all respects for the purpose of this Lease.
If Lessor so requests Lessee shall furnish Lessor a winos statement (I) setting torah thc matters stated in clauses "(a)'•, "(h) ", and
"(c)•'. and (2) approving the contract or invoice for such Equipment, and (3) requesting Lessor to pay Vendor the purchase pricc thereof.
7. USES AND LOCATION.
(a) Lessee shall use the equipment in a careful and proper manner, only in the normal and onlinary coupe of Lessees business.
and Lessee shall comply with, and shall use thc Equipment in accordance with, (I) any and all setts, federal, and local laws, rules, regulations,
statues and ordinances applicable to Lessor and /or Lessee relating to the use. possession operation. Iicc sing, registration, maintenance or
inspection of the F..quipment, (2) insurance policies in effect with respect to the Equipment, (3) warranties of any and all vendors and
manufacturers with respect to the Equipment or any component thereof. and (4) operating instructions finished by any and all manufacturers,
vendors and other suppliers of the Equipment
(b) Lessor shall have the rigid to inspect the Equipment and observe its use during nornna! business hours and any other
reasonable time and to enter into and upon the premises where the Equipment may be Located for such purpose shall maintain possession of each
Item of Equipment at, and shall not remove any Item of Equipment from, its location as shown on the Schedule for that Item of Equipment
without Lessor's prior written consent. Lessee shall give Lessor imrnediate notice of any attachment or other judicial process affecting any Item
of Equipment and, whenever requested by leaver, shall advise Lessor of the exact location of each Item of Equipment.
8. TITLE AND RETURN.
(a)
Ile Equipment is, and at all times shall remain, the sole and exclusive property of lessor, and the delivery ot'the Equipment
to the lessee and Lessee's possession thereof shall constitute a bailment. Lessee shall have no right. title or interest therein or thereto except as
expressly set forth in this Lease.
(b) Upon the expiration of the Lease Tenn (including, without limitation. the Initial Tenn and all Renewal Terms) with respect
to one or more Items of Equipment, provided that Lessee has fully and faithfully performed all of the leans, conditions and provisions of this
Lease, (including. without limitation, all Schedules with respect to such Item of Items of Equipment) with respect to such Item or Items of
Equipment, and also provided that there has been no Casualty Occurrence (as defined in Section l4 below) to such Item or Items of Equipment
and no Event of Default has occurred and is continuing, title to and such Item or Items or Equipment shall automatically transfer from Lessor to
lessee without requirement of further scot or deed. Without limiting the generality of the foregoing. title to such Item or Items of Equipment
shall NOl transfer from Lessor to Lessor at any time during which any Event of fkfaulq or any act, occurrence or thing which would constitute
an Event of Default with the giving of notice and /or the passage of any time or period or opportunity for cure, shall have occurred and be
continuing. Any transfer of title under this paragraph shall be WITHOUT WARRANTY, EITIIER EXPRESS OR IMPLIED, AS TO ANY
MATTER WHATSOEVER, INCLUDING. WITHOUT LIMITATION, THE DESIGN OR 111E CONDITION OF 111E EQUIPMENT OR ITS
MERCH.ANTIBILIIY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, AND SHALL BE A'1'RANSFER AS lS ". LESSOR'S
ONLY WARRANTY OF TITLE TO SUCH ITEM OR ITEMS OF EQUIPMENT WILL BE. THAT SUCH I'T'EM OR 1'fEb•IS OF
EQUIPMENT AS WAS CONVEYED TO LESSOR BY LESSOR'S PREDECCOR N TITLE, AND THAT SUCH TITLE IS FREE FROM
LIENS AND EMBIIMDRANCES TIIAT AROSE FROM AN ACT OR OMISSION OF LESSOR O1FIER THAN A CLAIM OF ANY
PERSON OR ENTITY BY WAY OF INFRINGEMENT OR TILE LIKE. SUCH TRANSFER OF TITLE WILL DE WITHOUT ANY OTHER
WARRANTY BY LESSOR WITH RESPECT TO'fITI.E TO SUCH EQUIPMENT. The provisions of this paragraph are intended to be
complete exclusion and negation of any express or implied warranty by Lessor with respect to such Item or Items of Equipment whether raising
under the Uniform Commercial Code or any other law now or hereafter in effect or otherwise, except the limited warranty of Lessor with
respect to title to such Item or Items of Equipment as set forth above and only as set forth above.
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9. MAINTENANCE AND REPAIRS. Lessee. at is own cost and expense. shall (a) maintain and kccp thc Equipment and all
components thereof in good repair, condition and working order and in good condition as to appearance and mechanical performance, ordinary
wear and term from authorized used excepted. (b) make all reasonable and necessary. repairs, (c) purchase replacements for and replace worn ur
defective components of the Equipment. so as to keep the Equipment in good mechanical and working order, and (d) cause the Equipment and
all components thereof to meet the applicable standards of any applicable governmental agency with jurisdiction over Lessor. Lessee or the
Equipment whether or not such requirements, by their terms, are normally imposed upou Lessee. Lessee shall pay for any and all replacement
pans and components required by this section. and all such replacement pans and components shall bc free and clear of all liens and
encumbrances. Tide to all such replacement parts and components shall immediately pass to Lessor upon installation thereof.
LO. ALTERATIONS. Without the prior written consent of Lessor. Lessee shall not make any attentions, additions or improvements to
the Equipment, except that Lessee shall make any and all alterations and additions to the Equipment that are required by any govermnensl
authority having relevant jurisdiction. if such alterations or additions are required to comply with health. safely or environmental standards. All
additions and improvements of whatsoever kind or nature made to the Equipment shall belong to and become the property of lessor upon the
expiration, or earlier termination of this Lease.
11. NO WARRANTIES BY LESSOR. LESSEE HAS SELECTED BOTH (A) INE EQUIPMENT AND (R) THE PERSON OR
ENTITY FROM WHOM I.ESSOR IS TO ACQUIRE THE EQUIPMENT OR THE RIGHT TO POSSESSION AND USE OF THE
EQUIPMENT (TILE "VENDOR "). LESSOR MAKES NO WARRANTY. EITHER EXPRESS OR IMPLIED, AS T'0 ANY MAIThR
WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN OR THE CONDI'T'ION OF THE EQUIPMENT OR RS
MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, AND, AS TO LESSOR. LESSEE LEASES THE
EQUIPMENT "AS -IS ". LESSOR HAS ONLY THE TITLE TO THE EQUIPMENT THAT WAS CONVEYED TO LESSOR BY LESSOR'S
PREDECESSOR IN TITLE, AND THAT TITLE 15 FREE FROM LIENS AND ENCUMBRANCES THAT AROSE FROM AN ACT OR
OMISSION OF LESSOR OTHER THAN A CLAIM OF ANY PERSON OR ENTITY BY WAY OF INFRINGEMENT OR TILE LIKE.
LESSOR MAKES NO OTHER WARRANTY WT111 RESPECT TO TITLE TO THE EQUIPMENT. IF ANY ITEM OF EQI11PMENl' IS
NOT PROPERLY INSTALLED, DOES NOT OPERATE AS REPRESENTED OR WARRANTED BY THE VENDOR AND /OR THE
MANUFACTURER, OR 1S UNSATISFACTORY FOR ANY REASON. LESSEE SHALL MAKE ANY CLAIM ON ACCOUNT THEREOF
SOLELY AGAINST SUCH VENDOR AND /OR MANUFACTURER AND SHALL, NEVERTHELESS, PAY LESSOR ALL RENTS
PAYABLE UNDER THIS LEASE. LESSOR HEREBY AGREES TO ASSIGN TO LESSEE. SOLELY FOR THE PURPOSE OF MAKING
AND, PROSECUTING ANY SUCH CLAIM. ALL OF THE RIGHT'S WHICH LESSOR HAS AGAINST SUCH VENDOR AND/OR THE
MANUFACTURER FOR BREACH OF WARRANTY OR OTHER REPRESENTATION REPRESENTING TILE EQUIPMENT. LESSEE'S
OBLIGATION TO PAY RENTALS UNDER THIS LEASE IS IRREVOCABLE. ABSOLUTE. UNCONDITIONAL, AND fNDLPENDL•'NT
OF LESSOR'S OBLIGATIONS UNDER THIS LEASE, AND SHALL NOT BE SUBJECT 'f0 ANY REDUCTION, OFFSET' OR
COUNTTERCLAINI. LESSOR SHALL NOT BE LIABLE FOR ANY DIRECT OR CONSEQUENTIAL DAMAGES INCURRED BY
LESSEE AS A RESULT OF ANY BREACH 01' WARRANTY OR REPRESENTATION WITH RESPECT TO THE EQUIPMENT AND
LESSOR SHALL NO'f HE LIABLE TO LESSEE FOR LOSS OE IJSE OF THE EQUIPMENT, OR FOR ANY INTERRUPION IN
LESSEE'S BUSINESS OCCASIONED BY LESSEE'S INABILITY TO USE THE EQUIPMENT, FOR ANY REASON WHATSOEVER.
THE PROVISIONS OF THIS PARAGRAPH ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY EXPRESS
OR IMPLIED WARRANTIES BY LESSOR WITH RESPECT TO THE F.QUIPMF.NT, WHETHER ARISING LINDF.R THE UNIFORM
COMMERCIAL CODE OR UNDER ANY OTHER LAW NOW OR HEREAFTER IN EFFECT. OR OTIIERWISE EXCEPT THE LIMITED
WARRANTY OF THE LESSOR WITH RESPECTTO THE Tl'I'LE'1'0 THE EQUIPMENT, SET' FORTH ABOVE.
12. INSURANCE. Lessee shall provide. maintain and pay (a) insurance against the loss or theft of or damage to the Equipment for the
amount of thc Casualty Payment from time to time, naming Lessor as a loss -payee or mortgagee, and (b) public liability and property damage
insurance, naming Lessor as an additional insured. All such insurance shall be in form and amount and with companies satisfactory to Lessor.
Lessee shall deliver the policies of insurance or duplicates thereof or a certificate of insurance to Lessor. All insurance which Lessee is required
by this Lcasc to maintain shall provide that any loss thereunder shall be payable notwithstanding any action, inaction, breach of warranty or
condition. breach of declarations. misrepresentation or negligence of Lessee. its employees or agents. Each such policy shall contain an
agreement by the insurer that. notwithstanding lapse of any policy for any reason, or right of cancellation by the insurer or any cancellation hy
Lessee, such policy shall continue in full force for the benefit of Lessor. for at (east thirty (30) days after written notice thereof to Lessor. and no
alteration in any such policy shall be made except upon thirty. (30) days written notice of such proposed alteration to Leaser and written approval
hy Lessor. If lessee fails to acquire any policy of insurance required to bc maintained pursuant to this paragraph, or fails to renew or replace
any such policy at least twenty (20) days prior to thc expiration thereof, or fails to keep any such policy in full force and effect, Lessor shall
have the option (but not the obligation) to pay the premiums on any such policy of insurance or to take out new insurance in an amount. type.
coverage and terms satisfactory to Lessor. Any amounts paid therefor by Lessor shall be immediately due and payable to Lessor by Lessee
upon demand by Lessor. No exercise by Lessor of such options shall in any way affect the provisions of this lease. including. but not limited
to, the provision that failure hy l.cssx to maintain thc prescribed insurance shall constinre an F.vcnt of Default (as that term is defined in
Section 19 below). Lessee hereby assigns to Lessor all sums which become payable under any insurance covering the Equipment, directs any
insurer to pay and all such proceeds to Lessor. and authorizes the Lessor to act as Lessee's attorney -in -fact to make claim for. receive payment
of and execute and endorses all documents, checks or drafts Mr, loss or damage under any such insurance policy. The proceeds of such
insurance, at the option of'the lessor, shall be applied (a) Inward the replacement, restoration or repair of the Equipment or (b) toward payment
of the obligations of Lessee hereunder.
13. CASUALTY. For the purposes of this Lose, "Casualty Occurrence" shall mean any of the following evens:
(a) The Equipment or any Item of Equipment no longer operates in the manner and fnr the purposes originally contemplated for
any reason. and it is not made to so operate by repairs or installation of replacement pars in accordance with paragraph 10 of this Lease within
60 days from the time i1 ceased to operate.
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(b) Any Item of Equipment suffers damage which, in the good faith judgment of the Lessor would require the expenditure of an
amount equal to or greater than fifty percent of lessor's cost of that Item of Equipment (as shown on the Schedule for that Item) to repair or
restore it to its condition and operating capacity inmwdiately prior to suffering such damage.
(c) Any Item of Equipment is lost, stolen or conmlandeered.
14. CASUALTY PAYMEN'f. If any Item of Equipment shall suffer a Casualty Occurrence, Lessee shall prumplly and fully inform
Lessor with respect thereto. Lessee shall pay to Lessor, on thc first date that any installment of rent for that Item becomes due after the giving of
such notice. an amount (a "Casualty Payment ") equal to the sum of (a) the Stipulated Lou Value (defined below) calculated u providod in this
Section 15. for that Item of Equipment. computed as of the date the Casualty Payment is duc, phi (b) all installments of rent then due in
connection with that Item as of the date of such Casualty Payment, pits (c) any ar d all of the other payments due to Lessor under this Lease as
of the date of such Casualty Payment with respect to that Item. Upon tender of the Casualty Payment; this lease shall terminate with respect to
the Item of Equipment for which the Casualty Payment was made, and Lessee and/or Lessee's insurer shall become entitled to such Item of
Equipment, for salvage purposes, in such item's that condition and location, AS- IS•WIIERE -IS. WITHOUT ANY WARRANTY OF
MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED.
For purposes of this Section 15, "Stipulated Loss Value" shall be determined Through the following three steps: First -step - the `Affected
Equipment Percentage" shall be determined by audios (1) the total cost to the Lessor to acquire the Equipment suffering the Casualty
Occurrence by (2) the Lessor's Cost of all Equipment. Second step -thc •'tinmcovered Investment" shall be determined by adding the Lessor's
assumed residual value for all of thc Equipment plus the principal remaining for all of the Equipment as shown on the applicable Schedule
Third step - the "Stipulated Loss Value" shall be the amount determined by multiplying the Affected Equipment Percentage times the Lessor's
Ilnrccovered Investment' and then adding to that amount any and all taxes arising out of or in connection with the Casualty Occurrence and/or
the transfer of the Item of Equipment for salvage purposes. Lessor's DETERMINATION OF THE SI'IPIILATED LASS VALUE AND THE
RESULTING CASUALTY PAYMENT SHALL BE BINDING AND CONCLUSIVE UPON LESSEE.
L5. TAXES AND GENERAL COVENANTS.
(a) This Lease is a !case to a governmental agency pursuant to Indiana Code and, as such, the Equipment is currently exempt
from all taxation by the State of Indiana and any of its political subdivisions.
(b) To thc extent required by law. Lessee shall prepare and file all personal property tax tewios and shall pay when due any and
all sales, use. properly and excise taxes. license and registration fees. ad valorem luxes and assessments, charges and other duties of any nature
whatsoever (except for faxes based on Lessor's net income), however designated, now or hereafter imposed by any governmental entity
whether based upon the rent or the Equipment or the purchase. delivery, ownership. leasing. use. possession ur return thereof. If Lessee shall
fail to pay any such taxes. fees. assessments. triages or other duties when due, Lessor may, but is not obligated to, pay such amounts. Lessee
shall promptly reimburse Lessor for any and all such amounts paid by Lessor, and the failure of lessee to reimburse Lessor promptly shall
constitute an Event of Default hereunder.
(c) Lessee shall keep thc Equipment fret and clear of all levies, liens and encumbrances.
(d) Within fifteen (15) days of availability, and in any event within one hundred twenty (120) days after the end of each fiscal
year. Lessee shall furnish to Lessor a balance sheet of lessee and the related statement of operations, changes in financial position and profit and
loss, showing sources and uses of income for such rascal year, all in reasonable detail and stating in comparative form the figures as of the end
of the fiscal year and for the previous corresponding period. ffrequested by Lessor, such financial statements shall be audited. or certified by an
independent certified public accountant satisfactory to Lessor, accompanied by an opinion (in Conn and substance satisfactory to Lessor) of such
public accountant, and mast be signed by an appropriately authorized official of l.cssce.
16. REPRESENTATIONS AND WARRANTS OF THE LESSEE. The Lessee represents and warrants as follows:
(a) Lessee is a public body, corporate and politic• duly organized and existing under the constitution and the laws of the State of
Indiana.
(b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body
corporate and politic.
(c) Lessee is authorized under the constitution and laws of the State of Indiana to enter into this lease and the transactions
contemplated hereby, and to perform all of its obligations hereunder.
(d) Lessee bus been duly authorized la execute and deliver this Lease under the Lenns and provisions of the resolution of its
governing body, by appropriate official approval. and further represents, covenants and warrants that all requirements have been met and
procedures have necurred in order m insure the enforceability of this Lassc, and Lcsscc has complied with such public bidding requirements as
may be applicable to this Lease and the acquisition by Lessee of the equipment hereunder. Lessee shall cause to be executed and delivered to
Lessor the Incumbency Certificate. substantially in the fumh attached hereto as Exhibit A. and an opinion of counsel substantially in the form
attached hereto as Exhibit B.
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(e) During to term of this Lease. the Equipment will be used by I. only for the purpose of pcifotming one or more
governmental or proprietary functions of the I.cssee consistent with thc permissible scope of Lessee's authority and will not be used in a trade or
business of any person or entity other than the Lessee.
(l) The Equipment will have a u life in the hands of the Lessee that is substantially in excess of the Initial Term and all
Renewal Terms.
(g) 'fhe Lease has been duly uuthorized, executed and delivered by the I .essec and is a legal. valid and binding obligation of the
Lessee, enforceable against thc Lessee in accordance with its terms.
(h) 'the Lessee's execution and delivery of this Lease and the pennrmancc of its obligations hereunder will not be inconsistent
with the Lessee's enabling legislation, do not and will not contravene any law. governmental rule or regulation, judgment or order applicable to
the Lessee. and du not and will not contravene any provisions of, or constitute a default under, any indenture, mortgage, contract or other
instrument us which the I.essee is a party or by which it is bound.
(i} Neither the consent of or approval of, nor the giving of notice to, registration with or taking of any action with aspect of or
by, any federal, state or local governments] agency at instrumentalities required with respect to the Lessee's execution, delivery and
performance of this Lease.
(j) Lessee shall execute and deliver to Leaver. if applicable. the rider for 110.000,000 Small Issuer, substantially in thc foam
attached hereto as Exhibit C.
(k) Lessee shall crust the Form 8038G to be timely filed with the Internal Revenue Service. An example of Form 8038(1 and
the instructions therefore. are attached hereto as Egbilija.
(1) Lessor shall execute and deliver to Lessor the Acceptance Cenifieale. substantially in the form attached hereto as Exhibit F.
for all Items of Equipment subject to the Lease.
(m) Lessee shall execute and deliver to Lessor a compkted GCC -l. subst unialIy in the form attached hereto as Exhibit 0.
17. EVENTS OF DEFAULT. 'The occurrence of any of the following events (each of them. an "Event of Default") shall constitute a
default under this lease:
(a) Failure of Lessee to pay any installment of rent ur any other sum required by this Lease to be paid by Lessee within ten (10
consecutive calendar days alter such payment first become due.
(b} Failure of Lessee to observe. perform or comply with any term. obligation, covenant or condition contained in this Lease or
any Schedule (other than an obligation referred to in .subparagraph (a) above) and thc expiration of the applicable can period. if any. with
respect to that failure.
(c) Any attempted salt or encumbrance 01 any uaperwitted sublease by Lessee of the Equipment or any Item of Equipment or
any unpermilted assigrunent by Lessee of this Least.
(d) The Equipment or any Item of Equipment shall become an accession of goods trot subject to this Lease.
(c) Failure of Lessee to contest a levy, seizure, attachment, lien or encumbrance known to hssee and asseacd against the
Equipment or any Item of Equipment.
(1) Failure to maintain any insurance required under Section 13 of this Lease.
(g) Lessee ceases to do business as a going concern.
(h} Lessee shall CO be generally not paying its debts as they become due, (ii) admit Lessee's inability to pay Lessee's debts
generally as they become due. (iii) be insolvent. either in that Lessee's liabilities exceed Lessee's assets or in that Lessee is unable to pay
Lessee's debts as they become due, (iv) make a general assignment for the benefit of credits, (v) file a petition in bankruptcy. or admit (by
answer, default or otherwise) the material allegations of any petition iu bankruptcy filed against it under the federal bankruptcy Laws (as in
effect on the date of this Leak or as they may be amended from time to lime), or under any other law for the relief of debtors or for the
discharge. arrangement ur compromise of debtors' debts. or (vi) consent to the appointment of a receiver, liquidator, assignee, custodian, trustee,
sequester or other official with similar power over Lessee or a substantial par of its asses.
(i) the dissolution, liquidation andfor temtivalion of the Lessee.
(.j) A petition shall be filed against Lessee in proceedings under the federal bankruptcy Taws (as in effect at the date of thc
Lease, or as they be amended from time to time), or under any other laws for the relief of debtors or for the discharge, arrangement or
compromise of debtors' debts, or any order shall be rendered by any court of jurisdiction appointing a receiver. trustee. or liquidator or Lessee
or of all or part of Lessee's assets. and such petition or order is not dismissed or stayed within sixty (60) consecutive calendar days after retry
thereof.
5
(k) Lessee's wrongful rejection or revocation of acceptance of the Equipment or any Item hereof.
(q Lessee's repudiation of any term or provision of this Lease.
(m) Any Equipment should become the subject manor of litigation which. in Lessor's opinion, might result in substantial
impairment or loss of Lessor's rights under this Lease or with respect to such Equipment.
(n) Any other default provided by law.
The forgoing provisions of this Section 19 are subject to the provisions of Section 2 (e) hereof, with respect to nonappmpriation.
16. REMEDIES.
(a) Whenever any Event of Default referred to in Section 19 hereof shall have happened and be continuing. Lessee agrees to
return thc Equipment to Lessor and Lessor shall have the right and sole option without any further demand or notice, to take either one or both
the following remedial steps:
(I)
Declare the entire amount of all rent under the Lease (including, by way of illustration and not by way of
limitation installments of rent which would otherwise become due after the Event of De and any and all other amounts set forth in any
Schedule hereto, if any, remaining to be paid or coming due within the Initial Tern of the then-current Retnewal'I'erm to be due and payable
inunediately.
(2) Terminate this Lease as to auy or all Item of Equipment. whereupon all rights of Lessee to the use of that
Equipment shall absolutely cease and terminate, but Lessee shall remain liable for all of Lessee's obligations remaining to be paid ur coming
due within thc Initial Tam or the then - current Renewal Term. Any such (emanation shall occur only by written notice by Lessor to Lessee.
Any such termination shall not impair Lessor's right to exercise the other remedies set out herein.
(3) Take possession of the Equipment imntediatcly and wherever found, and for this purpose Lessee consents to
Lessor's envy upon any premises of Lessee without any liability for such entry.
(4) Require Lessee, al Lessee's own expense. promptly to assemble any or all of the Equipment and deliver such
Equipment to lessor in accordance with this Lease.
( Sell rite Equipment or any portion or Item thereof. with or without taking possession of it, at puhlic auction or
Ovate sale, at such time and upon such teens as I.essor may determine, free and clear of any and all rights of Lessee, without any requirement
that Lessor give any notice of such sale and•'or act in a commercially reasonable manner.
(6) Lease thc Equipment or any portion or Item thereof, with or without taking possession of it, for such period and
rental. to such persons or entities, and upon such other tens and conditions. as Lessor may elect. without any requirement That Lessor give any
notice of such lease and/or act in a commercially reasonable manner in Lessor's sole discretion.
(7) Recover from Lessee any and all expenses paid or incurred by or on behalf of Lessor In the pursuit and
enforcement of Lessor's rights under this Lease. including. without limitation. Lessor's attorney's fees, legal expenses, Lessor's own
administrative costs and any other costs incurred in connection with the repossession. holding. repair and subsequent sale. lease or other
disposition of the Equipment. or any portion of item thereof.
(8) Proceed by appropriate action to enforce the Lessee's obligations under this Lease and to recover damages fur
Lessee's breach of this Lease. including, without limitation, any and all losses and damages that 1.cssor may have suffered or may suffer as a
result of the Event of Default provided that losses and damages for lost rent shall not exceed the amount of rem due for the Initial Tent or the
then-current Renewal Term in which the Event of Default occurs.
(9) Withhold delivery of any Equipment not already delivered to Lessee.
(LO) Stop delivery to Lessee of any Equipment held by any bailee.
(1 I) Pursue any other remedy at law or in equity.
l9. LESSOR'S EXPENSES. Lessee shalt pay Lessor all costs and expenses, including. but not limited to, attorney's fees and court
costs. incurred by Lessor in exercising any of its rights or remedies hereunder or enforcing any of the terms, conditions, of provisions hereof.
20. ASSIGNMENT. •
(a) WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, LESSEE SHALL NOT (1) ASSIGN, TRANSFER, PLEDGE OR
HYPO'I'HECAM THIS LEASE. THE EQUIPMENT OR ANY ITEMS THEREOF. OR ANY INTEREST THEREIN, OR (2) SUBLET OR
LEND THE EQUIPMENT OR ANY ITEMS THEREOF, OR PERMIT THE EQUIPMENT OR ANY ITEMS THEREOF TO RE USED BY
6
ANYONE OTHER THAN LESSEE OR LESSEE'S EMPLOYEES. (:onscnt to any one of the foregoing acts applies only in the given instance
and is not a consent to any subsequent like acts by Lessee or any other person or entity.
(b) If Lessor enters upon Lessee's prcn(iscs to remove any of the Equipment, Lessee expressly waives any right Lessee may
have against Lessor for trespass or for any danage which may be occasioned by Lessor's removal of any of the Equipment from Lessee's
premises. and shall hold Lessor harmless against any other party's claim of damage.
(c) Lessee's interest herein may not be assigned or transferred by operation of law.
(d) Lessor may assign this Lease Of mortgage the Equipment or both in whole or in part, without notice to Lessee. If Lessee is
given notice of such assignment. Lessee shall (if Lessor requests) acknowledce receipt thereof in writing. Each such assignee or mongagcs
shall have all of the rights, BUT NONE OP THE OBLIGATIONS. of Lessor under this Lease. Lessee shall not assert against any assignee
and /or mortgages any defense, counterclaim or offset that the Lessee may have against Lessor. Lessee agrees that it shall not assert against an
assignee and /or mortgagee any defense. counterclaim or offset that Lessee may have against Lessor. Lessee agrees and understands that the
waiver of defenses provision contained in the next preceding sentence imposes upon Lessee all the risks that might be associated with any
failure by Lessor to perform all obligations that it might have coder this Lease. and obligates Lessee to pay to the assignee all rent and other
sums due under this Lease irrevocably, absolutely. unconditionally and in all events, despite any occurrence which might cause this Lease to be
terminated (either as a matter of law or otherwise) or prevent Lessee from enjoying the ose of any item of Equipment or all of the Equipment, or
reduce its value or utility to Lessee. Notwithstanding any such assignments. Lessor agrees the Lessee may quietly enjoy use of the Equipment
subject to, and so long as Lessee complies with, all of the terms and conditions of this Lease. Subject to the foregoing. this lease inures to the
benefit of and is binding upon the heirs legatees. personal iepresculativcs. successors and assigns of the parties hereto.
2 1 . LATE CHARGES. I f Lessee bails to pay any installment of rent or any other sum to be paid by Lessee to Lessor within ten (I0) days
after the due dace thereof Lases shall pay Lessor a late charge equal to (a) 5% of such installment as scnice charge, and b} interest on such
unpaid installment or other amount at an annual rate equal to the lesser of 17.4. per annum or the maximum contract tale fixed by law. computed
from the date the installment first came due until it is paid in full.
22. NON - WAIVER. No covenant or condition of this Lease can be waived except by the written consent of Lessor. Forbearance or
indulgence by Lessor in any regard whatsoever, shall not constitute a waiver of the covenant or condition to be performed by Lessee to which
such forbearance or indulgences may apply. and until complete performance by Lessee of such covenant or condition, Lessor shall be entitled to
invoke uny remedy available to Lessor under this Lease or by law or in equity despite said forbearance or indulgence.
23. ENTIRE AGREEMENT. This instrument the Schedules and any annexes or supplements hereto which refer to this 1.casc and state
that they become pan hereof constitute the complete an exclusive statement of Lessor's and 1 cssec's agreement concerning the subject natter
thereof, and shall not be amended, altered or changed except by written agreement signed by the parties.
2a. NOTICES. Services of all notices under this (.case shall be sufficient if given personally or mailed to the party involved at is
respective address set (ooh at the foot hereof. or at such address as such party may provide in writing from time to lime. Any such notice
mailed to such address shall set forth al the Cool hereof. or at such address as such party may provide in writing from time to time. Any such
notice mailed to such address shall he effective when depnsircd in the United Sams mail, duly addressed and with fuse clad' postage prepaid.
25. ( ;ENDER: NUMBER. Whenever the context of this I ease requires, the masculine gender includes the fentinule or neuter. and the
singular number includes the plural; and whenever the word "Lessor" is used herein. it shall include all assignees of Lessor. If there is more
than one Lessee named in this lease. the liability of each shall be joint and several.
26. TITLES. The titles to the paragraphs of this Lease are solely for the convenience of the parties, and are not an aid in the
interpretation of the instrument
27. TIME. Time is of the essence of this Lease and each and all of its provisions.
28. GOVERNING LAW. The validity, construction and performance of this Lase shall be governed by the Laws. (including. without
limitation. the conflict of the laws rules) of the Sate of Indiana.
29. CONSENT TO JURISDICTION. Lessee acknowledges that Lessor's principal place of business is in Jefferson County, Kentucky.
Lessee hereby consents and agrees that the Indiana Circuit Court shall have jurisdiction over any legal action with respect to This Lease, any and
all Schedules. Annexes. if any, the Equipment and any and all disputes with respect thereto. Lessee agrees that Lessee shall not file any action,
or initiate any proceeding in any other sate, federal or other court of law or equity with respect to Nose manors: and if Lessee shall file such
claim or initiate such proceeding in violation of lessee's agreement in this Section, Lessee agrees that Lesser may cause that action or
proceeding to be dismissed.
3U. INCORPORATION BY REFERENCE. All Schedules. annexes or other allactuncnls to this Lease are incorporated into this Lease
as if set out in Poll at the first place in this Lease that rcfereaccs is made thereto.
31. FURTHER ASSURANCES. At Lessor's request. from time to time, Lesser shall sign financial assigwaents or other documents or
instruments necessary to make public filings reflecting Lessor's ownership of and interest in the Equipment and Lessee authorizes Lessor to
make any such filings that Lessor may deem appropriate. Such filings and this provision are precautions*• only and do not evidence any
intention that this Lease create a security interest In addition to the foregoing, Lessee shall pmvidc a I.essor any confirmation and/or
reaffirmation of the representations and warranties contained in this Lease from any legal counsel or certified public accountant acceprable to
Lessor as Lessor may require.
32. DOCUMENTATION FEE. Lessee agrees to pay Lessor $345.00 to offset Lessor's lease documentation processing coats at the time
of the execution of this Lease.
33. ACKNOWLEDGEMENT. Lessee acknowledges that it has received a copy of this Lease and all Schedules and Annexes thereto. as
fully executed by the parties thereto. Lessee acknowledges that it (a) has READ THIS LEASE, SCHEDULES AND ANNEXES OR HAS
CAUSED SUCH DOCUMENTS TO BE EXAMINED BY LESSEE'S REPRESENTATIVES OR ADVISORS; (b) is thoroughly familiar with
the transactions contemplated in this lease, Schedules and Annexes; and (c) together with Lessee's representatives or advisors, if any. has had
the opportunity to ask such questions to representatives of Lessor. and receive answers thereto. concerning the terms and conditions of the
transactions contemplated in this Lease, Schedules and Annexes and Lessee deems necessary in connection with Lessee's decision to enter into
this Lease.
IN W riNESS WHEREOF, the parties hereto have executed these presents the day and year first w'rinen above.
Lessor: ' •t .Ban Tre mr Lessee: City ofJ -r �nville, ri.•:
By: - U -- - flrrc.I� By: ',f ' %%'
Bser 1 Tide: /Mayo
Lessor Address: 601 W. Market Street Lessee Address: / 500 Qumtemwster Ct 4300
Louisville. KY 40202 Jeffersonville, IN 47130
R
Lease # 11871
EXHIBIT C
ESSENTIAL USE LETTER
Gentlemen:
Reference is made to that certain Equipment Lease/Purchase Agreement, dated as of „cs p lear/h.ar 2011
(the "Agreement”) between Republic Rank & Trust Comnanv as Lessor and City of Jeferrsonville, Indiana as Lessee.
The Equipment. as such term is defined in the Ag7eement can generally be described as follows:
Allied 2 NEW Godwin CD225M 8" Di Prime Pump
Technical Serial # 1164616 -14
Services 1164345 -12
John Deere 4045T285 diesel engine
PrimeGuard pump controller wI two floats
Highway trailer with 100 gallon fuel tank
110 Volt block heater
Automatic self priming and repriming from dry
8" Baucr pump connections
't his 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, suthstantially all of the Equipment,
which need is not temporary or expected to diminish in the foreseeable future. 'ncc 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 carved on by any person other than Lessee.
Further, Lessee agrees that is the event funds are not appropriated fin payment of this Lease, Lessee may not acquire
like kind equipment to replace the equipment under this Lease, regardless of price or technological advancement.
LESSEE:
Ci • ofJeferson ;Ile Indiana _
/ 7.
B / 'Asa/Ti p 1 1
Title: Ida Or
Uate: 9- / - ,2011
Page 1 of 1
Lease k 11871
SCHEDULE OF RENT PAYMENTS
Lease Dated 9 - G 2011
Payment Payment Payment Principal Interest
Number Date Amount Amount Amount
1 3/6/2012 16,649.35 15, 267.10 1,382.25
2 9/6/2012 16,649.35 15,489.24 1,160.11
3 3/6/2013 16,649.35 15,714.60 934.75
4 9/6/2013 16,649.35 15,943.25 706.10
5 3/6/2014 16,649.35 16.17523 474.12
6 9/6/2014 16,649.35 16,410.58 238.77
LESSEE: City ofJelferspnville, Indiana
•
By: 1' id"
Title: Mau
Date: 9 - 6
•
Lease ti 11871
EXHIBIT ;2
INCUMBENCY CERTIFICATE
1 do hereby certify. that I am the duly elected or appointed and acting Mayor of City of Jeffersonville, Wawa a political
subdivision duly organized and existing under the laws of the State of Indiana, that I have custody of the records of such entity, and that, as of the
date hereof, the individuals named below are the duly elected or appointed officers of such entity holding the offices set forth opposite Weir
respective names. I further certify that (i) the signatures sct opposite their respective name and titles are their true and a thentie signatu and (ii)
such officers have the aut rity on behalf of such entity to cuter into that certain Municipal Lease Agreement dated 2011,
between such entity and -+Pa C B•ste Truf f' .
NAME TITLE 1 'NATO' /
•
l4 00y(ac? ca /frzn AWE, — de �. ;
/ IN WITNESS WHEREOF, 1 have duly executed the certificate and affixed and seal of such entity hereto this -Si +der
(O _2011. !
Signanuc:� (.r ).9J) 1
a,
Na etc Printed. 762, 75 I C r _ e,OftPORAJ£ • '.Y2:
Eke Title: t.i le..rrk 7 ea 54rer to: ...**E --'C=
V; E A L _
Darren Wilder Law Office
530 E. Court Avenue
Jeffersonville. Indiana 47130
Telephone: 812- 288-6820 Fax: 812- 282 -3188
From the Desk of Darren Wilder June 7, 2011
Republic Bank and Trust
C/O Randy Leverett
The Leasing Group •
130 St. Matthews Avenue
Louisville, KY 40207
RE: (2) Godwin 8" Pumps
Lessee: City of Jeffersonville Sewer Department
Lessor: Republic Bank and Trust
Dear Randy:
This letter has been issued at your request for the purpose of facilitating the captioned Lease
Agreement. Please be advised that the Jeffersonville Sewer Department is operated under the
auspices of the City of Jeffersonville, through the Jeffersonville Sewer Board, and that the City
has accessibility to tax revenue funds and fees for its operations.
The City, through its Mayor and Sewer Board has the authority to enter into a lease and to bind
the City of Jeffersonville to the terms and conditions of the lease beyond the terms of office of the
sitting Mayor and Common Council. The Jeffersonville Sewer Board operate as the Purchasing
Agency for the Sewer Department regarding purchases for the Jeffersonville Sewer Department
whereby they have the authority to designate that individual, Purchasing Agent, to sign documents
on the Sewer Department and Sewer Board's behalf. Accordingly, the Purchasing Agency
approved and appointed Mayor, Tom Galligan to serve u the Purchasing Agent in the execution
of the aforementioned lease.
The City of Jeffersonville has designated this Lease as a "bank qualified tax - exempt obligation"
pursuant to Section 265 (bX3) of the Internal Revenue Code. The City has not issued more than
ten million dollars (S10,000,000) of "tax exempt obligations" in the 2011 calendar year.
If I can be of further assistance please do not hesitate to call.
Sine ly, D
amen Wilder
City Attorney for the City of Jeffersonville, Indiana
Lease If 11871
EXHIBIT E
ACCEPTANCE CERTIFICATE.
No. 1
THIS ACCEPTANCE CERTIFICATE is issued pursuant to the certain Equipment Lease6'urobase Agreement dated •So 2.nier 2011
(the "Agreement") bctween R tpubljG tpk.@. TrLLC 10Pa ry ("Lessor') and City of leffersonvitic. Indiana ("Lessee). All terms not defined herein
shall have their meaning described in the Agreement.
1. The undersigned. as Lessee under the Agreement. acknowledges delivery. installation receipt in good conditinn and fully in
compliance with the Agreement. and hereby accepts, all of the Equipment described on the attached Description of Equipment this _
Soft hr le , 2011.
2. A present need exists for the Equipment which need is not temponuy or expected to diminish in the near future. the Equipment is
essential to and will be used by Lessee only for thc purpose of performing one or more governmental fimetions of Lim cnnsistcnt
with the permissible scope of Lessee's authority.
3. Lessee confirms that it will make all Rental Payments set forth nn the Schedule of Payments attached hereto as required by and in
accordance with Section 4 of the Agreement.
4. Lessee confirms that sufficient funds have been or will he appropriated to make all payments of rent due in subsequent years, subject
to the provisions of Section 2(c) of the Agreement.
5. The Equipment is covered by insurance in the types and amounts required by the Agreement and is located at the location set forth in
the attached description of Equipment.
•
6. No event of default, as such term is defined in the Agreement, and no event which with thc giving of notice of lapse of time, or both,
would become an event of default. has occurred and is continuing un the date hereof.
7. Lessee hereby authorized and directs Lessor to fund the acquisition cost of the Equipment by paying thc Vendor(s) the invoice price(s)
as set forth on the attached Description of Equipment and certifies that upon such payment. Lessor will have fully and satisfactorily
performed all of its covenants and obligations under the . Agecment with respect to the Equipment
LESSEE:
City of.lef ersonville. Indiana
/ [� g 4 / 1
LL /
Title: Abide
Date: 9 — f® . 2011
Fpm 8038 -6 Information Return for Tax - Exempt Governmental Obligations
• Under Internal Revenue Code section 149(el OMB Ns. t5es -0720
(Rev. ttvember 2003) • See separate Instructions.
I o �"�, " Caution: :1 ox! isar.W erica ;s under $700,011, use F01171 8038 -GC.
WEI Reporting Authority If Amended Retum, check here ► ❑
1 Issuer's name 2 Issuer's employer identification number
City of Jeffersonville. Indiana 35 : 6001067
3 Number and street (cr P.O. box If mall Is not delivered to street adaresa) Rcomnsuite 4 Report number
500 Quartermaster Court 0300 3
5 Gay, town, or post ulfica% state, and ZIP code 8 Dale at fissure
Jeffersonville, IN 47130
7 Name of Issue 8 CUSIP number
Republic Bank & Trust Company nla
9 Name and rifle of officer cr 'age! representative whom :he RS may sail for more Intimation 10 Tehph:ea ember & Warn sod mpresaTSa.e
Tom Galligan, Mayor ( 812 ) 2856434
Part II Type of Issue (check applicable box(es) and enter the issue price) See instructions and attach schedule
11 ❑ Education 11
12 ❑ Health and h•,ospLal 12
13 E Transportation 13
14 ] Public safety 14
15 ❑ Environment (including sewage bonds) 15
16 ❑ Housing 16
17 la Utilities 17 -
18 ❑ Other. Describe • 18
19 If obligatcns are TANs cr RANs, check cox ► ❑ 8 obligations are BANs, check box ► ❑ %//
20 If obliga ens am in the form of a lease or installment sale, check box • ❑
Part III Description of Obligations. Complete for the entire issue for which this form is being filed.
(al Foal mammy date (ti) issue pia
le) Stated mdem (so assigned le) Meld mine at maturity average mina
21 5 (S Years 96
C Uses of Proceeds of Bond Issue (including underwriters' discount)
22 Prcceeds used for accrued interest 22 i
23 Issue pnce of intro issue (enter amount from line 21, column (b)1 23
24 Proceeds used for bond issuance costs (including underwriters' discount) 24 l'
25 Proceeds used for credit enhancement 25
26 Proceeds allocated :o reasonably recuired reserve or replacement fund . 26
27 Proceeds used to currently refund prior issues : 27
28 Proceeds used to advance refund prior Issues i 28
29 Total (add lines 24 through 28) 29
30 Noruefundinq proceeds of the issue (subtract line 29 from lire 23 and enter amount herel . . 30
Part V Description of Refunded Bonds (Complete this part only for refunding bonds.) _
31 Enter :he remaining •weighted average maturity of the bonds to be currently refunded . ► yea
32 Enter the remaining weighted average maturih/ of the bonds to be advance refunded ► yew
33 Enter the 'last date on whicn the refunded bonds will be called ►
34 Enter the date(s) the refunded bonds were Issued ►
P- VI Miscellaneous EOu.:%Mce•^ L 'E S
35 Enter the amount of :he state volume cap allocated to tte'ssue under section 141(b)(5) . 3.5 Oct 84 f�
36a Enter the amount of gross exceeds invested cr lc bs invested h a guaranteed iavestmen c dtr t (see insbucacnsl
b Enter the final maturity date of the guaranteed investment contract 1 (o 1 I
37 Peaked francings: a Prcceeds cf this issa that are to be used to make leans to other governmental units 37a
b If as issue is a loan made from the prcceeds of another tax- exempt issue, checK Cox ► ❑ and enter the name of the
issuer ► - - -. and the date cf the issue lh
38 If the Issuer has designated the issue under section 265(bg3)(B)01011) (small issuer exception), chock box . . . ► ❑
39 If the issuer has elected to pay a penalty in lieu of attic age mate. check box ►
40 If the issuer has identified a hedge. check box ► ❑
Jrder cerWlk• of ury. 1 doclare :h t 1 hT.'a air 7015d tMa /Barn end a n?nd:lee old sbte -ort.:nd to eha at o' my vlowtdge
:nc belc-, 1 tea correct, 11
Sign / / / cozy.
Here G•
• / - y . , Tom Galilean, Mayor
jai:entire or naffs summit& r el(en •e Cate Type or gem nacre and tide
For Paperwork Reduction Act Notice, see p�ye 2 of the Instructions. bat. No. 837735 Form 8038 -0 pte.. t t•aroo,I
ADDENDUM TO LEASE
This Addendum to Lease is incorporated by reference into, and constitutes a
material part of, that certain MUNICIPAL LEASE AGREEMENT ("Lease') dated
9 — 6 , 2011, by and between Republic Bank & Trust Company, as Lessor and City
Of Jeffersonville, as Lessee.
Lessor and Lessee agree as follows:
1. As material consideration for Republic to make the above mentioned Lease to
Lessee; Lessee agrees that, throughout the Term of the Lease, including any
extensions or renewals, Lessee shall maintain its primary depository account
( "Account ") with Republic.
2. Failure of Lessee to maintain the Account at any time during the Term of the
Lease shall constitute an Event of Default under the Lease.
3. The terms of this Addendum shall inure to the benefit of Republic and its
successors and assigns.
Republic Bank & Trust Com.any, Lessor
_ / C
By ;,' , 11 • _
Its: i{e
CityOfle$e vill e • -
B. . 407 •se ale,
Thomas Galligan'
Its: Mayor