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HomeMy WebLinkAboutTCF EQUIPMENT a tcf equipment finance SCHEDULE OF EQUIPMENT NO.001-0567153-302 TO MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO.567153L The "Agreement": Schedule of Equipment No. 001-0567153-302 dated October 7,2016(the "Schedule"),to Master Equipment Lease Purchase Agreement No.567153L dated as of September 6,2016 "Lessee" City of Jeffersonville(IN),Jeffersonville City Hall,500 Quartermaster Court,Suite 300,Jeffersonville,IN 47130 "Lessor" TCF Equipment Finance,a division of TCF National Bank, 11100 Wayzata Blvd,Suite 801,Minnetonka,MN 55305 1. Defined Terms. All terms used herein have the meanings ascribed to them in the Agreement. 2. Equipment. The Equipment included under this Schedule is comprised of the items described in the Equipment Description attached hereto as Attachment 1, together with all replacements, substitutions, repairs,restorations, modifications, attachments,accessions,additions and improvements thereof or thereto. 3. Payment Schedule. The Rental Payments and Purchase Prices under this Schedule are set forth in the Payment Schedule attached as Attachment 2 hereto. 4. Representations,Warranties and Covenants of Lessee. (a) 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 date of commencement of Rental Payments on this Schedule. (b) Lessee has experienced no material change in its financial condition or in the revenues expected to be utilized to meet Rental Payments due hereunder since the date of the most recent audited financial statements reviewed by Lessor. (c) Lessee understands and acknowledges that Lessor has not acted and will not act as a fiduciary for Lessee or as Lessee's agent or municipal advisor;Lessor has not and will not provide financial,legal,tax,accounting or other advice to Lessee or to any financial advisor or placement agent engaged by Lessee with respect to this Schedule. Lessee, its financial advisor,placement agent or municipal advisor,if any,shall each seek and obtain its own financial,legal,tax,accounting and other advice with respect to this Schedule from its own advisors(including as it relates to structure,timing,terms and similar matters). 5. Certification as to Arbitrage and Tax Covenants. Lessee hereby represents as follows: (a) The estimated total costs of the Equipment listed in this Schedule,together with any costs of entering into this Schedule that are expected to be financed hereunder, will not be less than the total Principal Portion of the Rental Payments listed in this Schedule. (b) The Equipment listed in this Schedule has been ordered or is expected to be ordered within six months of the commencement of this Schedule, and the Equipment is expected to be delivered and installed,and the Vendor fully paid,within eighteen months from the commencement of this Schedule. (c) Lessee has not created or established,and does not expect to create or establish,any sinking fund or other similar fund(i) that is reasonably expected to be used to pay the Rental Payments listed in this Schedule,or(ii)that may be used solely to prevent a default in the payment of the Rental Payments listed in this Schedule. (d) The Equipment listed in this Schedule has not been and is not expected to be sold or otherwise disposed of by Lessee, either in whole or in major part,prior to the last maturity of the Rental Payments listed in this Schedule. (e) To the best of our knowledge,information and belief,the above expectations are reasonable. (f) Lessee has not been notified of any listing or proposed listing of it by the Internal Revenue Service as an issuer whose arbitrage certificates may not be relied upon. (g) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986,as amended,including without limitation Sections 103, 141 and 148 thereof,and the applicable regulations of the Treasury Department to maintain the exclusion of the interest components of Rental Payments from gross income for purposes of federal income taxation. 6. The Agreement. This Schedule is hereby made as part of the Agreement, and Lessor and Lessee hereby ratify and confirm the Agreement. The terms and provisions of the Agreement (other than to the extent that they relate solely to other Schedules or E mcnt listed on other Schedules)are hereby incorporated by reference and made a part hereof. Ci1y of Je r om Ile TCF Equipment Finance,a division of TCF National Bank Name of Ls ee Nameeoof Lessor OZ By: 0 BY- � ' ► r—, Signature Signature Ell Print Name and Title: Print Name and Title:_ a W CC Muni—Lease—Master—Schedule x.0410.2016 307289 10!7/2016 9:14 AM 1 �tcf equipment finance ATTACHMENT 1 TO SCHEDULE OF EQUIPMENT NO.001-0567153-302 TO MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO.567153L EQUIPMENT DESCRIPTION Description/Serial No./Model No. Location Total Cost CUES LATERAL AND MAINLINE 1420 Bates Bowyer Ave., $335,000.00 PROBE II, (LAMP II) SYSTEM on FORD E450 Jeffersonville,IN 47130 2016 VIN# 1FDXE4FS1GDC24408 To Include: Onan Generator S/N At609O6558 Pan&Tilt Zoom S/N 16012605 CPR Transporter S/N 15101405 Reel Assembly S/N 16032201 Cable Assembly S/N 16030301 Rear Reel Controller S/N 15121509 CCU Assembly S/N 16032901 PCU Assembly S/N 16031403 Computer Work Station S/N WS503444 Lateral Reel System SM 16032201 Rear Reel Controller S/N 16021702 Rear Viewing Camera S/N 16011201 Lateral PCU S/N 16021503 16'Walk through Box on Chassis together with all attachments and accessories thereto This Equipment Description shall be deemed to be supplemented by the descriptions of the Equipment included in the certificates of acceptance and payment requests submitted pursuant to the escrow agreement, if any,entered into among Lessor,Lessee and the escrow agent named therein,which descriptions shall be deemed to be incorporated herein. Lessee: City of Jeffersonville(IN) By: ON—L^--Print Name: Title: Muni_Lease_Master_Schedule v.04.20.2016 307289 10/7/2016 9:14 AM 2 tcf equipment finance ATTACHMENT 2 TO SCHEDULE OF EQUIPMENT NO.001-0567153-302 TO MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO.567153L PAYMENT SCHEDULE Rental payments will be made in accordance with Section 4.01 and this Payment Schedule. LESSOR: TCF Equipment Finance,a division of TCF National Bank LESSEE: City of Jeffersonville(11) COMMENCEMENT DATE*: la . Zi . Ito INTEREST RATE: 2.83% PAYMENT FREQUENCY: Semiannual The first Rental Payment shall be due in arrears on the date that is six month(s) after the Commencement Date,and subsequent Rental Payments shall be due semi-annually on the same day of each six month period thereafter until paid in full. Rental Interest Principal Purchase Payment Payment Portion Portion Price Lease Commencement 335,000.00 Due Six Months from Lease Commencement 36,178.00 4,768.05 31,409.95 309,661.85 Due One Year from Lease Commencement 36,178.00 4,320.99 31,857.01 277,167.70 Due Eighteen Months from Lease Commencement 36,178.00 3,867.57 32,310.43 244,211.06 Due Two Years from Lease Commencement 36,178.00 3,407.70 32,770.30 210,785.36 Due Thirty Months from Lease Commencement 36,178.00 2,941.28 33,236.72 176,883.90 Due Three Years from Lease Commencement 36,178.00 2,468.22 33,709.78 142,499.93 Due Forty-two Months from Lease Commencement 36,178.00 1,988.43 34,189.57 107,626.56 Due Four Years from Lease Commencement 36,178.00 1,501.81 34,676.19 72,256.85 Due Fifty-four Months from Lease Commencement 36,178.00 1,008.26 35,169.74 36,383.72 Due Five Years from Lease Commencement 36,178.00 507.69 35,670.31 0.00 Grand Totals 361,780. 26,780. 0 335,000.00 Lessee: City of Jeffersonville(IN) By: up V v print Name: . ` Title: L.--- * Lessee hereby authorizes Lessor to fill in the Commencement Date based on the earlier of the date that Lessor disburses funds to the Vendor of the Equipment following receipt of Lessee's executed acceptance certificate,or the date on which Lessor deposits funds for the purchase of the Equipment with an escrow agent. Muai_Lcau_Masly 8chc&1c x.04.20.2016 301289 10/7/2016 9:14 AM 3 ` cl equipment frnance LESSEE'S CLOSING CERTIFICATE TO SCHEDULE OF EQUIPMENT NO.001-0567153-302 TO MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO.567153L The "Agreement": Schedule of Equipment No. 001-0567153-302 dated October 7, 2016 (the"Schedule"),to Master Equipment Lease Purchase Agreement No.567153L dated as of September 6,2016 "Lessee" City of Jeffersonville(IN),Jeffersonville City Hall,500 Quartermaster Court, Suite 300,Jeffersonville,IN 47130 "Lessor" TCF Equipment Finance,a division of TCF National Bank, 11100 Wayzata Blvd,Suite 801,Minnetonka,MN 55305 1, the undersigned, the duly appointed, qualified and acting _ (Clerk or Secretary of the above-captioned Lessee,do hereby certify as of (' � 2C [bas k;as follows: (1) Lessee did, at a meeting of the governing body of Lessee held /V—2 f Oj�, by motion duly made, seconded and carried, in accordance with all requirements of law, approve and authorize the , cution an delivery of the above-referenced Agreement and the related escrow agreement,if any,on its behalf by the f low n named re esentatives of Lessee; Title P inted Name Si t (2) The above-named representatives of Lessee held at the time of such authorization and holds at the present time the office designated above and the signature set forth opposite his or her name is the true and correct specimen of his or her genuine signature. (3) The meeting of the governing body of Lessee at which the Agreement was approved and authorized to be executed was duly called,regularly convened and attended throughout by the requisite majority of the members thereof of other appropriate official approval and that the action approving the Agreement and authorizing the execution thereof hb e as not been altered or rescinded. (4) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute,an Event of Default(as such term is defined in the Agreement)exists at the date hereof. (5) All insurance requited in accordance with the Agreement is currently maintained by Lessce. (6) Lessee has, in accordance with the requirements of law,fully budgeted and appropriated sufficient funds for the current fiscal year to make the Rental Payments scheduled to come due during the Original Term and to meet its other obligations for the Original Term(as such terms are defined in the Agreement), and such funds have not been expended for other purposes. (7) There is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Agreement or the interest of Lessor or its assigns, as the case may be,in the Equipment. (8) The Equipment has not been the subject of a referendum that failed to receive the approval of the voters of Lessee within the preceding four years. (9) Lessee hereby designates the Agreement as a "qualified tax-exempt obligation" as defined in Section 265(b)(3)(B) of the Code. The aggregate face amount of all tax-exempt obligations(excluding private activity bonds other than qualified 501(c)(3)bonds)issued or to be issued by Lessee and all subordinate entities thereof during the current calendar year is not reasonably expected to exceed$10,000,000. Lessee and all subordinate entities thereof will not issue in excess of$10,000,000 of qualified tax-exempt obligations(including the Agreement but excluding private activity bonds other than qualified 501(c)(3) bonds) during the current calendar year without first obtaining an opinion of nationally recognized counsel in the area of tax- Muni Lcoso Mocter schedule x.04.20.2016 307289 101711-016 9:14 AM 4 exempt municipal obligations acceptable to Lessor that the designation of the Agreement as a "qualified tax-exempt obligation" will not be adversely affected. (10) The Equipment is located at the following address: 1420 Bates Bowyer Ave.,Jeffersonville,IN 47130 (11) The Equipment is located in the following county: (12) The correct billing/address for Rental Payments is as follows: Street Address: /F 4/i ) dl) ka, the 30 Phone: 5h 415/ Fax: Email: ' Attention: Un &&'cA� (13) The contact information of person responsible for preparing and filing Lessee's Form 8038-G or 8038-GC is as follows: //J)•� / Name: fl41r �-�Cr(,�l f Street Address:�Z'y d Phone: !Z 1 -�bW Fax: Qj!L 5--)64 Email: > , (14) Lessee's Tax ID number is:35-6001067. IN WITNESS WHEREOF, I hereunto set my hand and the seal of the governing body of Lessee the day and year first above written. Signature of Clerk o Secre Printed Name of Clerk o Secretary Muni—Lean—Master—Schedule v.04.20.2016 307289 1017/2016 9:14 AM 5 tcf equipment finance LESSEE'S PAYMENT INSTRUCTIONS AND ACCEPTANCE CERTIFICATE TO SCHEDULE OF EQUIPMENT NO.001-0567153-302 TO MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO.567153L The "Agreement": Schedule of Equipment No. 001-0567153-302 dated October 7,2016(the"Schedule'),to Master Equipment Lease Purchase Agreement No.567153L dated as of September 6,2016 "Lessee" City of Jeffersonville(IN),Jeffersonville City Hall,500 Quartermaster Court,Suite 300,Jeffersonville,IN 47130 "Lessor" TCF Equipment Finance,a division of TCF National Bank, 11100 Wayzata Blvd,Suite 801,Minnetonka,MN 55305 Ladies and Gentlemen: In accordance with the Agreement, the undersigned Lessee hereby certifies and represents to, and agrees with, Lessor as follows: (1) Lessee has reviewed and approved the invoice(s) referenced in the table below. Pursuant to the Agreement, Lessee hereby irrevocably authorizes and requests Lessor to make payment of the invoice(s)to the vendor(s), licensor(s)or designee(s)of licensor(s)of the Equipment.Lessee agrees that all terms and conditions of the Lease are in full force and effect and Lessee shall make all payments when and as required thereby. Pa`ee Invoice Number. Amount' Brown Equipment Co Inc Invoice 32921 $335,000.00 Total $335,000.00 (2) All of the Equipment has been delivered,installed and accepted,and is located at the following address: 1420 Bates Bowyer Ave.,Jeffersonville,IN 47130. (3) Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. (4) Lessee is currently maintaining the insurance coverage required by Section 7.02 of the Agreement. (5) No event or condition that constitutes,or with notice or lapse of time,or both,would constitute,an Event of Default(as defined in the Agreement)exists at the date hereof. (6) We acknowledge that Lessor is neither the vendor nor manufacturer or distributor of the Equipment and has no control,knowledge or familiarity with the condition,capacity,functioning or other characteristics of the Equipment. (7) The serial number for each item of Equipmentat is set f rth in the applicable Schedule is correct. DATED:l —�` / Lessee: City of Jeffersonville(IN) By: not Name: t /6- Title: Mmi_Lmse_Muster schcdule v.04.20,2016 307289 10/7/2016 9:14 AM 6 tcf equipment finance ESSENTIAL USE CERTIFICATE TO SCHEDULE OF EQUIPMENT NO.001-0567153-302 TO MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO.567153L October 7,2016 The"Agreement": Schedule of Equipment No.001-0567153-302 dated October 7,2016(the"Schedule'),to Master Equipment Lease Purchase Agreement No.567153L dated as of September 6,2016 "Lessee" City of Jeffersonville(IN),Jeffersonville City Hall,500 Quartermaster Court,Suite 300,Jeffersonville,IN 47130 "Lessor" TCF Equipment Finance,a division of TCF National Bank, 11100 Wayzata Blvd,Suite 801,Minnetonka,MN 55305 XI, Z& /fit ci , a duly elected, appointed, or designated representative of City of Jeffersonville(IN) ("Lessee"), am qualified to answer the questions set forth below regarding the Equipment to be acquired by Lessee in connection with the above-referenced Agreement: 1. What is the specific use of the Equipment? 7.© AIAfe"a .Sew, /11 me ( qsA"m ?16aWe%nlym elle dyVrhlw -V4L '.C. This wt 11 tx/tc 4k l'r fv peptr-,M f„ fe / �r'�/�e✓1 ccm 2. What increased capabilities will the Equipment provide? /t wt It / I�f r n � ,�r>fo slhe aX1,5 rfxcc/ y�,rrhl ,g4ew. 3. Why is the Equipment essential to your ability to deliver governmental services? fi e C', 4ped Q1 C�fvq -,�im ,vht cls s+rz ,thy jt gc.0 ,G►ro✓�cie relcu6lle 6,e"Aer .se/wee 6 &,s>b ters" ellynl&k 4. Does the Equipment replace existing equipment? (If so,please explain why you are replacing the existing equipment) 1/11,-, XV// 5�/�idi�larl} �E CXapS t!egl 5. Why did you choose this specific Equipment? #k lle hkJ cal til fk'r`ww-e to h h Af e, ek!�5 n? 6. For how many years do you expect to utilize the Equipment? Ter? k 'Okl*w �ears 7. What revenue source will be utilized to make Rental Payments due under the Agreement? -Qw-ir lyse 1&,�s JLessee: City of Jeffersonville(IN) x By: IPS_ Print Name: IV, XTitle: U Muni Lease,Master—schedule x.04.20.2016 307289 11/712016 9:14 AM 7 tcf equipment finance INSURANCE COVERAGE DISCLOSURE TO SCHEDULE OF EQUIPMENT NO.001-0567153-302 TO MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO.567153L RE: INSURANCE COVERAGE REQUIREMENTS 1. In accordance with the Master Equipment Lease Purchase Agreement, Lessee certifies that it has instructed the insurance agent named below(please fill in name,address,and telephone number): Insurance T50 -('nS,JrArv � �� Agent Name: Business Phone# Company �f11.JGShrtnC �� Fax Phone# Liability. 812• 1't'4 (.0 333 612- 774 -G 33 S Insurance Agent Name: Business Phone# Company Fax Phone# Property: to issue: (check to indicate coverage) —X—a. All Risk Physical Damage Insurance on the Equipment evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming TCF Equipment Finance,a division of TCF National Bank and/or its assigns as Loss Payee. Coverage Required: Termination Value Specified. _X_b. Public Liability Insurance evidenced by a Certificate of Insurance naming TCF Equipment Finance, a division of TCF National Bank and/or its assigns as an Additional Insured. Minimum Coverage Required: $1,000,000 per person $1,000,000 aggregate bodily injury liability $1,000,000 property damage liability. Proof of insurance coverage will be provided to TCF Equipment Finance, a division of TCF National Bank, 11100 Wayzata Blvd, Suite 801,Minnetonka,MN 55305,prior to the time that the Equipment is delivered to Lessee. Please fax a copy of the Certificate of Insurance or binder to Marisa Meyers at (866)465-3149. Lessee: City of Jeffersonville(IN) By: Print Name: CJ��-- Title: M=i_L-._Mutes Schedule v.04.20.2016 307289(017/2016 9:14 AM 8 DEPARTMENT OF LAW Les Merkley, Corporation Counsel/Director of Legal Affairs 812-285-6493 office 812-285-6403 fax www.cityofjeff.net Jeffersonville City Hall 500 Quartermaster Court,Suite 250 Jeffersonville,Indiana 47130 OPINION OF COUNSEL Date: October 7,2016 Lessee: City of Jeffersonville(IN) Jeffersonville City Hall 500 Quartermaster Court, Suite 300 Jeffersonville,IN 47130 Lessor: TCF Equipment Finance,a division of TCF National Bank 11100 Wayzata Blvd, Suite 801 Minnetonka,MN 55305 Re: Schedule of Equipment No.001-0567153-302 to Master Equipment Lease Purchase Agreement No. 567153L dated as of September 6,2016,by and between City of Jeffersonville(IN)and TCF Equipment Finance,a division of TCF National Bank. Ladies and Gentlemen: I have acted as counsel to Lessee with respect to the Schedule of Equipment No.001-0567153-302 to Master Equipment Lease Purchase Agreement described above and the related escrow agreement,if any and all attachments,exhibits and schedules thereto(together,the "Lease")and various related matters,and in this capacity have reviewed a duplicate original or certified copy of the Lease. Based upon the examination of these and such other documents as I deem relevant,it is my opinion that: 1. Lessee is a public corporation and political subdivision of the State of Indiana(the"State")within the meaning of Section 103 of the Internal Revenue Code of 1986,as amended,is duly organized,existing and operating under the Constitution and laws of the State,and has a substantial amount of the following sovereign powers:(a)the power to tax,(b)the power of eminent domain,and(c)police power. The full,true and correct legal name of Lessee is City of Jeffersonville(IN). 2. Lessee is authorized and has power under State law to enter into the Lease and lease the equipment with an option to purchase,and to carry out its obligations thereunder and the transactions contemplated thereby. No further approval,consent or withholding of objection is required from any Federal,State or local governmental authority with respect to the entering into or performance by the lessee of the lease and the transaction contemplated thereby. 3. The Lease and the other documents described above have been duly authorized,approved,executed and delivered 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. Lessee has no authority(statutory or otherwise)to terminate the Lease prior to the end of its term for any reason other than pursuant to the terms of Section 3.05(a)and(b)of the Lease. An equal opportunity employer. • I 5. 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 State and Federal laws. 6. The execution of the Lease and the appropriation of moneys to pay the payments coming due under the Lease do not result in the violation of any constitutional,statutory or other limitation relating to the manner,form or amount of indebtedness which may be incurred by Lessee. 7. 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 Lessee or its officers;the proper authorization,approval and execution of the Lease and the other documents described above;the appropriation of monies 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. 8. The equipment leased pursuant to the Lease constitutes personal property and when subject to use by Lessee will not be or become fixtures under applicable law. 9. The leasing of the equipment pursuant to the Lease is exempt from all sales,use and documentary stamp taxes against either Lessor or Lessee during the term of the Lease,and such equipment will be exempt from all state and local personal property or other ad valorem taxes. This opinion of counsel may be relied upon by TCF Equipment Finance,a division of TCF National Bank and its successors and assigns. Very truly yours, i RESOLUTION MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO.567153L AND SCHEDULE NO.001-0567153-302 THERETO A resolution authorizing the negotiation,execution,and delivery of Master Equipment Lease Purchase Agreement No.567153L dated September 6,2016 and Schedule No.001-0567153-302 thereto,together with the related escrow agreement,if any(the"Lease"),in principal amount not to exceed $335,000.00,between City of Jeffersonville(IN),Jeffersonville City Hall,500 Quartermaster Court,Suite 300, Jeffersonville,IN 47130 and TCF Equipment Finance,a division of TCF National Bank,11100 Wayzata Blvd,Suite 801,Minnetonka, MN 55305;and prescribing other details in connection therewith. WHEREAS,City of Jeffersonville(IN),(the"Lessee')is a political subdivision duly organized and existing pursuant to the Constitution and laws of the State of Indiana;and WHEREAS,Lessee is duly authorized by applicable law to acquire such items of personal property as are needed to carry out its governmental functions and to acquire such personal property by entering into lease-purchase agreements;and WHEREAS,Lessee hereby finds and determines that the execution of a Lease for the purpose of leasing with the option to purchase the property designated and set forth in Schedule No.001-0567153-302 to the Lease is appropriate and necessary to the function and operations of the Lessee; and WHEREAS,TCF Equipment Finance,a division ofTCF National Dank, (the"Lessor")shall act as Lessor under said Lease;and WHEREAS,the Lease shall not constitute a general obligation indebtedness of the Lessee within the meaning of the Constitution and laws of the State; NOW,THEREFORE,BE IT RESOLVED BY THE GOVERNING BODY OF City of Jeffersonville(IN): Secti 1. The Lase,in substantially the form as presently before the governing body of the Lessee,is hereby approved,and the Zyor of the Lessee,is hereby authorized to negotiate,enter into,execute,and deliver the Lease and related documents in substantially the form as presently before the governing body of the Lessee,with such changes therein as shall be approved by such officer,and which Lease will be available for public inspection at the offices of Lessee. Section 2. The Lessee shall,and the officers,agents and employees of the Lessee are hereby authorized and directed to take such further action and execute such other documents,certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Resolution,and to carry out,comply with and perforin the duties of the Lessee with respect to the Lease. Section 3. The Lessee's obligations under the Lease shall be expressly subject to annual appropriation by Lessee;and such obligations under the Lease shall not constitute a general obligation of Lessee or indebtedness of Lessee within the meaning of the Constitution and laws of the State of Indiana. Section 4. All other related contracts and agreements necessary and incidental to the Lease are hereby authorized,ratified and approved. Section 5. Lessee reasonably anticipates to issue not more than$10,000,000 of tax-exempt obligations(other than"private activity bonds"which are not"qualified 501(c)(3)bonds")during the current calendar year and hereby designates the Lease as a"qualified tax-exempt obligation'for purposes of Section 265(b)of the Internal Revenue Code of 1986,as amended. Section 6. This resolution shall take effect immediately upon its/adoption and approval. CE IFIED AS TRUE AND CORRECT this J day of< C 20_L. Signature of Clerk eereta '/r�Assistant Secretary Printed Name of Cler ,Secretary r Assistant Secretary Muni_Lcasc_Master_Rcsolution_DankQualified v.04.20.2016 307289 10/7/201(19:15 AM