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2024-R-3 Resolution Ratifying and Approving Vehicle Lease Conversion
RESOLUTION NO. 2024-R- BEFORE THE BOARD OF PUBLIC WORKS AND SAFETY CITY OF JEFFERSONVILLE, INDIANA A RESOLUTION RATIFYING AND APPROVING VEHICLE LEASE CONVERSION WHEREAS,the City of Jeffersonville is an Indiana municipal corporation; and WHEREAS, the Board of Public Works and Safety ("BPW") is the designated purchasing agent for the City of Jeffersonville; and WHEREAS,the City of Jeffersonville entered into a municipal lease with Ally Financial on or about February 21, 2023 for 2023 Chevrolet Blazer; and WHEREAS, the City of Jeffersonville subsequently determined that it would be more fiscally advantageous to convert the municipal lease to a conventional loan with the intent to purchase resulting in savings in interest and principal; and WHEREAS, the City of Jeffersonville converted the municipal lease to a conventional loan from First Savings Bank secured with a promissory note; and NOW,THEREFORE BE IT RESOVLED by the Board of Public Works and Safety that it hereby ratifies and approves of the municipal lease between the City of Jeffersonville and Ally Financial for a 2023 Chevrolet Blazer on or about February 21, 2023 as set forth in attached Exhibit"A"; and IT IS FURTHER RESOLVED by the Board of Public Works and Safety finds that there were substantial savings by converting the municipal lease to a conventional loan from First Savings Bank secured with a promissory note; and IT IS FURTHER RESOVLED by the Board of Public Works and Safety that it hereby ratifies and approves of the loan from First Savings Bank dated June 28, 2023 for the purchase of the 2023 Chevrolet Blazer as set forth in attached Exhibit"A". 11 0"-- SO RESOLVED(2024-R-� )on this a [ day of January, 2024. Mayor Mike M ore Presiding Officer • Attest(2024-ft A-441 Lisa Gill, erk EXHIBIT"A" ALLY FINANCIAL MUNICIPAL LEASE 1111.1 ,. .P 1r JOHN JONES CHEVROLET BUICK OF CORYDON,INC. 1735 Gardner Lane RE iAsL BUYER'S ORDER Coy1 738-7Pi2 (872)738.7263 I - ;;r,E,s,u,;.E CITY OFJEFFERSONVILLE. cus-NO ' I caa.i EP•s rise,te Dr.,01A0.2:23 • ,£Doitss500 QUARTERMASTER CT GTmJyrATEJEFFERSONVILLE.IN :1,47130 ,-,��.(812•;883-7261w , JOHN K0.CLER , eWA LIN@GUCITY.COM • ,, SGCC N0 1 I MEastr:.GREi TO PJ0^_WSE FaO'a OCAtUR L*DER'ef TTa•S.ND CC..:r'L t satanic ©Nr:a O USED 0 DEHO C1499P I,eu t:.CE 1•.COEt C-C,.;R i 3x•TrE 2023 CHEVROLET I BLAZER [BLACK I FWD 4CR PREM'ER I JET BLACK/MAPLE i %dr da SEA:`T CATE 3GNKBFRS4PS141707 101/30/2023 I TRADE-IN INFORMATION FR 'MAtf "YODEL LIST PRICE S 47.845.001 2014 I CHEVRO'° CHEVROLET I CAPRICE POUC C."PMICE PCIUCE PpcALER INSTALLED EOUIPNIENT WP: � MK5R330LB1F1327 633NSSR32EL95R693 • Cocornar ag roes to ad:,e,to Des at the good.clash,and mat4tab•t WO m the tnd.e whceid as oar of tv canddnraton for to vehicle ordered in the Lint of reentry Oatomr:•aryan3 that:he train-n volt teal ay.r:.-cd cr:y by customer and art free and r Caw d all Sons.nerb-ar ors..rapt as a flee,a rated tm navy heron Cosbmar cen.f:es:Far the a-bags...fccy and rr000rs eq.,omen:a ono oadt-e n 0tw.bl ha.4 nest, en dxrnec:r_an s we operable. w Cuorte.also Knees that the crsd.-e, TOTAL PRICE OF VE lfD S 47,845.00 be veh:9M.)ha.,no..'been and Van.not required to to tided in any rate as a defect/se (DISCOUNT, S 2.55820 ,sly ill sal.age.Rood.'omen,or soy back or cI.and haw never been danugcd to fir degree req.atrg o:u.osoc under I deg 4-I a thick dsq a:If ed rho wht'e iron,ante TRADE IN ALLOVLAE C S 6r000.00 coneaO.cent ad pro-e_ned wog,v ts.[Linome•avers that the Jr amounts noted +.mash.Ire ac:.rat.and that the CLe:o^.•:,,f par dealb,any el:le,emce.:J•i,th•ee 3: CASH DIFFERENCE S 38.889.00 day,of note.by O.ear.C,steene,also apnea mu.1 the track-,vel.slwy',u'a,e not as reprnon:ed Mao..Tat Deal*,,luh has.a dad,fo•damages and may rera.cr from DUCUMEtITATON AND SERVICE FEE 225,001 Qumran aL IoaseE damages and ctst of enforcement.ioclad,ng reasonable attorney STATE SALES TAX WA 'Bea C:neonur eau marran:a that than:4 no::aft a damage event at the Nsary of ire ,,ad.•,n mt.:rods any facivy.,,,any c•mean the ands-en.nights k,..w'.ry of arse convect to-rig.Carom.,c rdnaranes and ag,en 7.at tha oade:n akc..anco , WO.deo Of Oe*W,o,to 5sdean wtn.c:a s based nun repraw...re ,'and oarartal FEES 36-Qo .n thit ant all accne.paei-g documents[..ratter agues that a two raprewrratons and v.arr.Lin regarteg:.de.h,uay,or Co-sow are no:carte:Cucerne shin pay to OTHER WA Chaser all losses a-d damage,.nnuding b.l not noted to,the drerenor batsmen the va: o STATE EALS TAX ON OTHER ae at rater:antra and t,e r..a'ease of the bade-.n as or.— i-:red Dealer'ssole . 3xrcrn,In adalten,Cua-.rra+agrees to pay Ceak•the cost c'a I Ices•osned I. WA WA dorrrrunatg the 5. renrea'n ea...of the sancta and dino.'g of the',e rre.In Lae there Cuatcrnrr carrot ae!.or gait clear,marbttao c I do,fret of.:1 YctL dams.are 1 WA WA encsn.erarees.Castom.r agrees to accept reta-n o'Ina were-n.ehlsl a and pay to Oral.. .-.:ri erased funds.the.^ve trads elk ernes awn to Cavemen for the vad..,and any. DOTAL S 39.150.00 other damages or losses to Coale,. LESS DEPOSIT ( 4.000.00 r.re even:Cuudmr rm,n Greaches any ^ a.tat.W.cendcadon o'.,snarly hendar; LESS REBATE SEERE84'E FORM WA CA:OTY.c.Day Deak,the coat of en'aang ens Dw'e'no caeectirg dry aura cane henundr,inhaling reasonably attorney fem.Esstomer lusher agrees to indemnify and SUB TOTAL ' 35.150.00 hey orali,h..nl*sa iror any and al'tars,.d,rtanc,,,chat.,aclans.uo,es of action, darvge.,cars.Coss of deirn.e I.•c.aea,g attc.rey fees}capes.arse comprnwta•. BALANCE OWED ON TRADE IN WA •:."ayoevef COOLY.tti pacha.a,of:he tee•^Of any aver aaapeat.e'earthmen e. -..__ - aey other pen.arty ray ha.,a,a nett o'•r.v.h.d»I no:o.'g a,rfraw:ed TOTAL ABOVE THIS LINE S 35.150.00 ',erne Cvrerner here./limner agee.that no aal rota-rare, repmr,tato,o• - CASH ON DELIVERY S s:artantes contrary to that toms of yea agrermen Vow s...on,n on r.moor by Curam Cus•.enk, rornms nut lNn....hie.bony p,.21-...--dleaoad,,fa penuv lbotoso..0 BALANCE TO BE FINANCED 35,150.00 and no:(of fr.*a ann.: • T.IE INFORMATION YOU SEE ON T-IE OUTER S GU.DE IN 711E Vrtf.;Osv FOR T'"IS LIEN TO ALLY BANK VEIUCLE IS PART OF Tr11f CONTRACT.INFORMATION ON THE•h•iiDD'Y FORM P.O Boo 8133 QV Rd RIDES ANY CONTRARY PROVISIONS IN THE CONTRACT OF SALE. COCKEYSVILLE MD.21330 DSCLAI!/.R OF WARRANTIES'Eanp.as may to other..:,.wecifcnly pe:.ided v r•;:n5 on the:ace of ere Crd.n or h a separate.s,nno lurnehap to►.shuts by See. WE OWE is.-...ne::granite.Iny',WC oe' ed,made by MC a'Fem.,'a Ix. ,OM or p tinudi deurbed on he face hereof SPECIFICALLY,THE VEHx1.E IS SOLD'AS IS'.AND THE FCLLOV.ING ARE ITEMS DEALER AGREES 73 ADD TO THE.URCr4ASED SELLER EXPPES5Y DISCL al'.IS THE i01000 WARRANTES OF MERCHANTABILITY OR VEH.CLES AS A CONDITION OF THE VEI•ICLE. FITNESS FOR ANY PARTIOIUUI PURPOSE WHETHER NEW OR USED.OCSCRI3ED ON ThE FACE OF THS ORDER,In the use of a ne.sreade a doss",In*Forested •• M.nrfaetraS Mc,Vtlrce 14Orrty 041,te.d to P..ntssz•t nitro 6.:b va.,a a,COUPS 2 owl apply and dna tame it no,oby made a pan twee.'.nave Re.y sat fr}t hemp,.Scch msan.lac^.nert Na-r.VONC4O V.Lranty n era cony,srranty appflca en m such new vrnn.e or 3. rnRU.0 and ewes*in:ou of a other varram.,by a on behalf of ye Selief In the cos. Of a tare model.sso sehtee or cmasds.Seder mates no t.prewnnnars or warranty THIS IS A SPECIAL ORDER,PURCHASER CANNOT CHANGE OR CANCEL. ce'nnenng tone opal Lib'Oy of Cory or.rg noruysLnra,angry the.ppl cab•'-ty of any It,run,rb.n er,::rang✓ell or deem et IC a's ts.•the to of wen:.am'ry ewe a-O roccrd. I HAVE READ THE MATTER ON THE RACK HEREOF AND ORE*TO IT AS A PART OF THIS ORDER THE SAME AS IF IT WERE PRINTED ABOVE MY SIGNATURE.THE FRONT AND BACK HEREOF COMPRISE THE ENTIRE AGREEMENT NG THIS ORCIFR AND THIS CONTRACT,ALONG WITH ANY CONTEMPORANEOUSLY EXECUTED DOCUMENTS. CONETTTUTES THE ENTIRE AGREEMENT OF THE PARTIES!BRAINING TO ITS SUBJECT MATTER.CUSTOMER SHALL NOT RE ENTITLED TO RECOVER FROM THE SELLING DEALER ANY CONSEQUENTIAL DAMAGES,DAMAGES Tp PROPERTY,DAMAGES FOR LOSS OF USC,LOSS OF TIME,LOSS OF PROFITS,OR INCOME OR ANY OTHER INCIDENTAL DAMAGES yJ 45,F1! : FFERse,p!vd c 4-E G i r 7 BUYER SIGNATURE a a ' ../ ,~��: �;✓� DATE 01/3C,DC23 • CC:-BUYER SIGNATURE -j- -��� --- OA72. -.- __ . ACCEPTED FOR DEALc_ DAN SILLINGS la BY LION-III BC(6/2020) iriullld FI OI UUA.u1111:1l c INSTRUCTIONS FOR COMPLETING THE ALLY MUNICIPAL LEASE AGREEMENT Outlined-below are the instructions to properly complete the Agreement. • First payment of$719.17 will be due upon delivery. Dealer should keep the first payment. 2. Proceeds in the amount of$34430.83 should be drafted or Smartcashed. This amount includes Dealer Commission of$0.00. 3. Please have the Municipal Official SIGN and DATE the signature lines on the right side of: Page 5(only the top right signature line); the Municipal Certificate; Page 6; the Delivery&Acceptance Certificate; Page 7;and the Schedule B-Amortization Schedule;Page 8. The Municipal Official is the person who has the authority to obligate the municipality. 4. The Attorney for the Municipality must sign and date the Opinion of Counsel on the bottom right side of page 5. 5. A person(other than the authorized Municipal Official)must sign on the left side of the Municipal Certificate- Page 6 to Attest to the truth of the statement.Also,write or type the name of the authorized Municipal Official in the first blank spot on Page 6. 6. Fill in the Equipment Location on the Delivery&Acceptance Certificate.This is the address where the vehicle will be garaged. 7. Leave all Ally signature spots blank; an Ally representative will sign there. IMPORTANT. Titling is handled in each respective state in the same manner as a Retail Account. Required Support Documentation: -a copy of the application(s)for title -a copy of the manufacturer's invoice(s), chassis &body(if applicable) -evidence of insurance,form 685 DLP -a signed Ally Financial Credit Application Once the Agreements have been executed as outlined above(with no alteration), forward both originals to: FedEx Priority Overnight 2-Day,etc. US Postal Service and all other couriers Ally Financial Ally Financial Suite 2070 Suite 2070 4054 Willow Lake Blvd 3268 Progress Way Memphis,TN 38153 Wilmington,OH 45177 If you have any questions,please contact Ally CSG at allycsg@ally.com https7/securedealer.ally.com/mq/service/municipalDocument 1/10 • +w11,9N01 uvwu iwn ally MUNICIPAL LEASE-PURCHASE AGREEMENT LESSEE: City of Jeffersonville LESSOR: Ally Financial(''AF"),Ally Bank("AB")(each of AF and AB, a"Lessor) Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, the Equipment described in any Delivery and Acceptance Certificate now or hereafter attached hereto ("Equipment") in accordance with the following terms and conditions of this Lease-Purchase Agreement("Lease").AF will only be deemed to be a Lessor with respect to those items of Equipment which are specifically allocated to AF on the applicable Delivery and Acceptance Certificate and AB will only be deemed to be a Lessor with respect to those items of Equipment which are specifically allocated to AB on the applicable Delivery and Acceptance Certificate. 1.TERM.This Lease will become effective upon the execution hereof by Lessor. The term of this Lease will commence on the date the Equipment is accepted pursuant to Section 3 hereunder and, unless earlier terminated as expressly provided for in this Lease,will continue for the term set forth in Schedule B attached hereto("Lease Term"). 2. RENT. Lessee agrees to pay to Lessor or its assignee the Lease Payments, including the interest portion, equal to the amounts specified in the Delivery and Acceptance Certificate. The Lease Payments will be payable without notice or demand at the office of the Lessor(or such other place as Lessor or its assignee may from time to time designate in writing), and will commence upon acceptance of the vehicle(s)and continue on the same date periodically thereafter for the number of time periods reflected on the Delivery and Acceptance Certificate. Any payments received later than, ten (10) days from the due date will bear interest at the highest lawful rate from the due date. Except as specifically provided in Section 5 hereof, the Lease Payments will be absolute and unconditional in all events and will not be subject to any setoff, defense, counterclaim, or recoupment for any reason whatsoever including, without limitation, any failure of the Equipment to be delivered or installed, any defects, malfunctions, breakdowns or infirmities in the Equipment or any accident, condemnation or unforeseen circumstances. Lessee reasonably believes that funds can be obtained sufficient to make all Lease Payments during the Lease Term and hereby covenants that it will do all things lawfully within its power to obtain, maintain and properly request and pursue funds from which the Lease Payments may be made, including making provisions for such payments to the extent necessary in each budget submitted for the purpose of obtaining funding, using its bona fide best efforts to have such portion of the budget approved and exhausting all available administrative reviews and appeals in the event such portion of the budget is not approved. It is Lessee's intent to make Lease Payments for the full Lease Term ;f funds are legally available therefor and in that regard, Lessee represents that the use of the Equipment is essential to its proper, efficient and economic operation. Lessor and Lessee understand and intend that the obligation of Lessee to pay Lease Payments hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the general tax revenues, funds or monies of Lessee. 3. DELIVERY AND ACCEPTANCE. Lessee, or if Lessee so requests, Lessor, will cause the Equipment to be delivered to Lessee at the location specified in the Delivery and Acceptance Certificate ("Equipment Location"). Lessee will pay all transportation and other costs, if any, incurred in connection with the delivery and installation of the Equipment. Lessee will accept the Equipment as soon as it has been delivered and is operational. Lessee will evidence its acceptance of the Equipment by executing and delivering to Lessor a Delivery and Acceptance Certificate in the form provided by Lessor. 4, DISCLAIMER OF WARRANTIES. Lessee acknowledges and agrees that the Equipment is of a size, design and capacity selected by Lessee, that Lessor is neither a manufacturer nor a vendor of such equipment, and that LESSOR HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, CONDITION, QUALITY, DURABILITY, DESIGN OPERATION, FITNESS FOR USE, OR SUITABILITY OF THE EQUIPMENT IN ANY RESPECT WHATSOEVER OR IN CONNECTION WITH OR FOR THE PURPOSES AND USES OF LESSEE, OR ANY OTHER REPRESENTATION, WARRANTY, OR COVENANT OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT THERETO, AND LESSOR SHALL NOT BE OBLIGATED OR LIABLE FOR ACTUAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF OR TO LESSEE OR ANY OTHER PERSON OR ENTITY ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE EQUIPMENT AND THE MAINTENANCE THEREOF. Lessor hereby assigns to Lessee during the Lease Term, so long as no Event of Default has occurred hereunder and is continuing,all manufacturer's warranties, if any, expressed or implied with respect to the Equipment, and Lessor authorizes Lessee to obtain the customary services furnished in connection with such warranties at Lessee's expense. Lessee's sole remedy for the breach of any such manufacturer's warranty shall be against the manufacturer of the Equipment, and not against Lessor, nor shall such matter have any effect whatsoever on the rights and obligations of Lessor with respect to this Lease, including the right to receive full and timely payments hereunder. Lessee expressly acknowledges that Lessor makes, and has made, no representations or warranties whatsoever as to the existence or the availability of such warranties of the manufacturer of the Equipment. 5. NON-APPROPRIATION OF FUNDS; NON-SUBSTITUTION. Notwithstanding anything contained in this Lease to the contrary, in the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable by any means whatsoever in any fiscal period for Lease Payments due under this Lease, Lessee will immediately notify the Lessor or its assignee of such occurrence and this Lease shall terminate on the last day of the fiscal period for which appropriat'.ons were received without penalty or expense to Lessee of any kind whatsoever, except as to the portions of Lease Payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. In the event of such termination, Lessee agrees to peaceably surrender possession of the Equipment to Lessor or its assignee on the date of such termination. 2/. https://seccredoeler.ally.com/mq/service/municipalDocument • Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. Notwithstanding the foregoing, Lessee agrees (i) that it will not cancel this Lease under the provisions of this Section if any funds are appropriated to it, or by it, for the acquisition, retention or operation of the Equipment or other equipment performing functions similar to the Equipment for the fiscal period in which such termination occurs or the next succeeding fiscal period thereafter, and (ii) that it will not during the Lease Term give priority in the application of funds to any other functionally similar equipment.This paragraph will not be construed so as to pen-nit Lessee to terminate this Lease in order to acquire or lease any other equipment or to allocate funds directly or indirectly to perform essentially the same application for which the Equipment is intended. 6. CERTIFICATION AND AUTHORIZATION. Lessee represents, covenants and warrants that it is a state, or a political subdivision thereof, or that Lessee's obligation under this Lease constitutes an obligation issued on behalf of a state cc political subdivision thereof, such that any interest derived under this Lease will qualify for exemption from Federal income taxes under Section 103 of the Internal Revenue Code. Lessee further warrants that this Lease represents a valid deferred payment obligation for the amount herein set forth of a Lessee having legal capacity to enter into the same and is not in contravention of any Town, City, District, County, or State statute, rule, regulation, or other governmental provision. In the event that a question arises as to Lessee's qualification as a political subdivision, Lessee agrees to execute a power of attorney authorizing Lessor to make application to the Internal Revenue Service for a letter ruling with respect to the issue. Lessee agrees that (i) it will do or cause to be done all things necessary to preserve and keep the Lease in full force and effect, (ii) it has complied with all bidding requirements where necessary and by due notification presented this Lease for approval and adoption as a valid obligation on its part,and (iii)it has sufficient appropriations or other funds available to pay all amounts due hereunder for the current fiscal period. 7. TITLE TO EQUIPMENT; SECURITY INTEREST. Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will vest in Lessee subject to Lessor's rights under this Lease, provided, however, that (i) in the event of termination of this Lease by Lessee pursuant to Section 5 hereof; (ii)upon the occurrence of an Event of Default hereunder, and as long as such Event of Default is continuing;or(iii)in the event that the purchase option has not been exercised prior to the Expiration Date, title will immediately vest in Lessor or its assignee without any action by Lessee and Lessee shall immediately surrender possession of the Equipment to Lessor. In order to secure all of its obligations hereunder, Lessee hereby (i) grants to Lessor and any representative or designee of Lessor, a first and prior security interest in any and all right, title and interest of Lessee in the Equipment and in all additions, attachments, accessions, and substitutions thereto, and on any proceeds therefrom, (ii) agrees that this Lease may be filed as a financing statement evidencing such security interest, and (iii) agrees to execute and deliver all financing statements, certificates of title and other instruments in form satisfactory to Lessor necessary or appropriate to evidence such security interest. 8. USE; REPAIRS. Lessee will use the Equipment in a careful manner for the use contemplated by the manufacturer for the Equipment and shall comply with all laws, ordinances, insurance policies regulations relating to, and will pay all costs, claims, damages, fees and charges arising out of its possession, use or maintenance. Lessee, at its expense will keep the Equipment in good working order and repair and furnish all parts, mechanisms and devices required therefor. 9.ALTERATIONS. Lessee will not make any alterations, additions or improvements to the Equipment without Lessor's prior written consent unless such alterations, additions or improvements may be readily removed without damage to the Equipment. 10. LOCATION; INSPECTION. The Equipment will not be removed from, or if the Equipment consists of rolling stock, its permanent base will not be changed from the Equipment Location without Lessor's prior written consent which will not be unreasonably withheld. Lessor will be entitled to enter upon the Equipment location or elsewhere during reasonable business hours to inspect the equipment or observe its use and operation. 11. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances except those created under this Lease. Lessee shall pay, when due, all charges and taxes (local, state and federal) which now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of the Equipment, excluding however, all taxes on or measured by Lessor's income. If Lessee fails to pay said charges, and taxes when due, Lessor shall have the right, but shall not be obligated, to pay said charges and taxes. If Lessor pays any charges or taxes, Lessee shall reimburse Lessor therefor. 12. RISK OF LOSS; DAMAGE; DESTRUCTION. Lessee assumes all risk of loss of or damage to the Equipment from any cause whatsoever, and no such loss of or damage to the Equipment nor defect therein nor unfitness or obsolescence thereof shall relieve Lessee of the obligation to make Lease Payments or to perform any other obligation under this Lease. In the event of damage to any Item of Equipment, Lessee will immediately place the same in good repair with the proceeds of any insurance recovery applied to the cost of such repair. If Lessor determines that any Item of Equipment is lost, stolen, destroyed or damaged beyond repair, Lessee,at the option of Lessor, will either(a)replace the same with like Equipment in good repair, or (b) on the next Lease Payment date, pay Lessor: (i) all amounts then owed by Lessee to Lessor under this Lease, including the Lease Payment due on such date, and (ii) an amount equal to the applicable Customers Balance set forth in Schedule B. In the event that Lessee is obligated to make such payment with respect to less than all of the Equipment, Lessor will provide Lessee with the pro rata amount of the Lease Payment and the Customers Balance to be made by Lessee with respect to the Equipment which has suffered the event of loss. 13. PERSONAL PROPERTY. The Equipment is and will remain personal property and will not be deemed to be affixed or attached to real estate or any building thereon. If requested by Lessor, Lessee will,at Lessee's expense, furnish a waiver of interest in the Equipment from any party having an interest in such real estate or building. 3/1 C https://securedealer.ally.com/mglservice/municipalDocument 14. INSURANCE. Lessee, will, at its expense, maintain at all times during the Lease Term, fire and extended coverage, public liability and property damage insurance with respect to the Equipment in such amounts, covering such risks, and with such insured as shall be satisfactory to Lessor, or,with Lessor's consent may self-insure against any or all such risks. In nc event will the insurance limits be less than the amount of the then applicable Customers Balance with respect to such Equipment. Each insurance policy will name Lessee as an insured and Lessor or its assigns as an additional insured, and will Contain a clause requiring the insurer to give Lessor at least thirty (30) days prior written notice of any alteration in the terms of such policy or cancellation thereof. The proceeds of any such policies will be payable to Lessee and Lessor or its assigns as their interest may appear. Upon acceptance of the Equipment and upon each insurance renewal date, Lessee will deliver to Lessor a certificate evidencing such insurance. In the event that Lessee has been permitted to self-insure, Lessee will furnish Lessor with letter or certificate to such effect. In the event of any loss, damage, injury or accident involving the Equipment, Lessee will promptly provide Lessor with written notice thereof and make available to Lessor all information and documentation related thereto. 15. INDEMNIFICATION: Lessee shall indemnify Lessor against, and hold Lessor harmless from, any and all claims, actions, proceedings, expenses, damages or liabilities, including attorney's fees and court costs, arising in connection with the Equipment, including, but not limited to, its selection, purchase,delivery, possession, use operation, rejection, or return and the recovery of claims under insurance policies thereon. The indemnification arising under this paragraph shall continue in full force and effect notwithstanding the full payment of all obligations under this Lease or the termination of the Lease Term for any reason. 16.ASSIGNMENT AND SUBLEASE. (a) Without Lessor's prior written consent, Lessee will not either (i) assign, transfer, pledge, hypothecate, or grant any security interest in or otherwise dispose of this Lease or the Equipment or any interest in this Lease or the Equipment; (ii) sublet or lend the Equipment or permit it to be used by anyone other than Lessee or Lessee's employees. No assignment or sublease shall relieve the Lessee of any of its obligations or duties hereunder, which shall remain those of a principal and not a guarantor. (b) Lessor shall not assign, transfer, pledge, or dispose of this Agreement or any interest therein,whether as security for any of its indebtedness or otherwise. However,AF and AB may assign their rights and obligations hereunder with respect to the lease of a specific item of Equipment to the other at any time without the consent of or notice to Lessee. Subject to the foregoing, this Lease inures to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. 17. EVENT OF DEFAULT. The term "Event of Default", as used herein, means the occurrence of any one or more of the following events: (i) Lessee fails to make any Lease Payment(or any other payment)as it becomes due in accordance with the terms of the Lease, and any such failure continues for ten (10) days after the due date thereof; (ii) Lessee fails to perform or observe any other covenant, condition, or agreement to be performed or observed by it hereunder and such failure is not cured within twenty (20) days after written notice thereof by Lessor; (iii) the discovery by Lessor that any statement, representation,or warranty made by Lessee in this Lease or in writing ever delivered by Lessee pursuant hereto or in connection herewith is false, misleading, or erroneous in any material respect; (iv) proceedings under any bankruptcy, insolvency, reorganization or similar legislation shall be instituted against or by Lessee, or a receiver or similar officer shall be appointed for Lessee or any of its property, and such proceedings or appointments shall not be vacated, or fully stayed, within twenty (20) days after the institution or occurrence thereof; or (v) an attachment, levy or execution is threatened or levied upon or against the Equipment. 18. REMEDIES. Upon the occurrence of an Event of Default, and as long as such Event of Default is continuing, Lessor may, at its option, exercise any one or more of the following remedies: (i) by written notice to Lessee, declare an amount equal to all amounts then due under the Lease,and all remaining Lease Payments due during the Fiscal Year in effect when the default occurs to be immediately due and payable,whereupon the same shall become immediately due and payable, (ii) by written notice to the Lessee, request Lessee to (and Lessee agrees that it will), at Lessee's expense, promptly return the equipment to Lessor in the manner set forth in Section 5 hereof,or Lessor,at its option, may enter upon the premises where the Equipment is located and take immediate possession of and remove the same; (iii) sell or lease the Equipment or sublease it for the account of Lessee, holding Lessee liable for all Lease Payments and other payments due to the effective date of such selling, leasing or subleasing and for the difference between the purchase price,rental and other amounts paid by the purchaser, lessee or sublessee pursuant to such sale, lease or sublease and the amounts payable by Lessee hereunder; and (iv) exercise any other right, remedy or privilege which may be available to it under applicable lav,s of the State of the Equipment Location or any other applicable law or proceed by appropriate court action to enforce the terms of the Lease or to recover damages for the breach of this Lease or to rescind this Lease as to any or all of the Equipment. In addition, Lessee will remain liable for all covenants and indemnities under this Lease and for all legal fees and other costs and expenses, including court costs, incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor. 19. PURCHASE OPTION. Upon thirty (30) days prior written notice from Lessee to Lessor, and provided that there is no Event of Default, or an event which with notice to lapse of time, or both, could become an Event of Default, then existing, Lessee will have the right to purchase the Equipment on any Lease Payment due date by paying to Lessor, on such date, the Customers Balance amount set forth opposite the appropriate number of payments made as reflected on Schedule B to the Lease. Upon satisfaction by Lessee of such purchase conditions, Lessor will transfer any and all of its right, title and interest in the Equipment to Lessee as is, without warranty, express or implied, except that the Equipment is free and clear of any liens created by Lessor. 4/10 https://securedealer.ally.com/mq/servicelmunlcipalDocument 20. REPORTING REQUIREMENTS. Lessee agrees to comply with the information reporting requirements of Section 149(e) of the Internal Revenue Code of 1986(the"Code"). In the event Lessor, solely on account of Lessee's failure to comply with such information reporting requirements, is not entitled to treat the Lease Payments and the Customers Balances received from Lessee hereunder as interest and principal payments on a state or local bond, the interest of which is exempt from Federal income tax under Section 103(a)of the Ccde, then Lessee shall pay to Lessor, as additional rentals, a sum which, after deduction of all taxes which are or will be payable by Lessor in respect of the receipt thereof under the Laws of the United States or any state or local government or taxing authority in the United States, or under the laws of any taxing authority or political or governmental subdivision of a foreign country, shall be equal to the additional Federal income tax which is or will be payable by Lessor as a result of the loss of such interest exemption,together with any interest, addition to tax or penalty which may be assessed by the United States Government against Lessor in connection with the loss of such interest exemption, which amounts shall be payable on written demand by Lessor, together with interest thereon at the highest lawful rate from the date of payment of the additional Federal income tax to the date of payment by Lessee. 21. NOTICES.All notices to be given under this Lease shall be made in writing to the other party at its address set forth herein or at such address as the party may provide in writing from time to time.Any such notice shall be deemed to have been received five(5)days subsequent to mailing. 22. SECTION HEADINGS. All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Lease. 23. GOVERNING LAW. This Lease shall be construed in accordance with, and governed by the laws of, the state of the Equipment Location. 24. DELIVERY OF RELATED DOCUMENTS. Lessee will execute or provide, as requested by Lessor, such other documents and information as are reasonably necessary with respect to the transaction contemplated by this Lease. 25. ENTIRE AGREEMENT; WAIVER. This Lease, together with the Delivery and Acceptance Certificate and other attachments hereto, and other documents or instruments executed by Lessee and Lessor in connection herewith, constitute the entire agreement between the parties with respect to the lease of the Equipment, and this Lease shall not be modified, amended, altered,or changed except with the written consent of Lessee and Lessor.Any provision of this Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the Lease. The waiver by Lessor of any breach by Lessee of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach thereof. 26. COUNTERPARTS; LESSOR ELECTRONIC SIGNATURE.This Lease may be signed in counterparts, each of which is deemed an original and all of which taken together constitute one and the same agreement. Lessor has the right, in Lessor's sole discretion, to use an electronic signature (including without limitation the right to insert the name of the executing person on behalf of Lessor in Lessor's signature block using an electronic signature) ("Electronic Signature") to sign this Lease, the Delivery and Acceptance Certificate, all schedules now or hereafter attached hereto or thereto (including all Schedule B's), and all amendments, modifications, and alterations thereto, and in this event, such documents wilt not include an original ink signature from Lessor. Such documents, if executed by Lessor using an Electronic Signature, will be binding on Lessor as if they had been originally executed by Lessor with an ink signature. Lessee does not have the right to use an Electronic Signature, and this Lease, the Delivery and Acceptance Certificate, all schedules now or hereafter attached hereto or thereto (including all Schedule B's) and any amendments, modifications, or alterations to any of the foregoing must be originally executed by Lessee using an ink signature. (Lessee) Name City f Jef°e sonville Address 500 uarer aster Court City, State,ZIP Jeff sonkil , IN,47130 • By: Title: "I A y R Date: 0 . /c2/ (a3 (Lessor) (Lessor) Ally Financial Ally Bank By: By: Title: Title: Date: Date: OPINION OF COUNSEL With respect to that certain Municipal Lease-Purchase Agreement(Lease)with Ally Financial ("AF"),Ally Bank("AB") (each of AF and AB, a "Lessor") and the Lessee, dated , I am of the opinion that: (i) the Lessee is a tax- exempt entity under Section 103 of the Internal Revenue Code; (ii) the execution, delivery and performance by the Lessee of the Lease have been duly authorized by all necessary action on the part of the Lessee; (iii)the Lease constitutes a legal, valid and binding obligation of the Lessee enforceable in accordance with its terms and all statements contained in the Lease and all related instruments are true; (iv) Lessee has sufficient monies available to make all payments required to be paid under the Lease during the current fiscal year of the Lease, and such monies have been properly budgeted and appropriated for this purpose in accordance with State law; and (v) the Uniform Commercial Code of the state where the " 0 https://securedealer.ally.com/mq/service/municipalOocument .._ Equipment is located and or the certificate of title laws of such state wil govern 'e method of perfecting Lessor's security interest in the Equipment. By. _. Attorne for Lessee Date: https://securedealer.ally.com/mq/service/municipalDocument 6/10 MUNICIPAL CERTIFICATE I, /YI t/ C H A it L M 60 JZ c of City of Jeffersonville hereby certify that the Municipal Lease Purchase Agreement, dated oa/if/ 3 , with Ally Financial ("AF"),Ally Bank ("AB")(each of AF and AB, a'Lessor")and City of Jeffersonville as Lessee, leasing the Equipment described, was executed by me on the al El day of rE IS . , 20 a 3 ; and that I have full power and authority to execute the Municipal Lease Purchase Agreement, and that the power to enter into the Lease Purchase Agreement granted to me by the City of Jeffersonville has not been withdrawn, and that all required procedures necessary to make the Municipal Lease Purchase Agreement a legal and binding obligation of the Lessee have been followed. I also certify that payment due by City of Jeffersonville under the Municipal Lease Purchase Agreement referred herein for the current lease term are within the current budget and within an available, unexhausted and unencumbered appropriation of the municipality of the City of Jeffersonville IN WITNESS WHEREOF, I have set my hand this al°day of F 8. 20 a . Atte Agency Offic I Vl SSignature) (Signatur ) Xt'C-C._} t�E r /)--)//74-` l.//ve �,�-��/,5 7-6/- (Title) itle) https://securedealer.ally.com/mq/service/municipaloocument 7/1 G Delivery and Acceptance Certificate 1 Vehicles(s)for Municipal Lease/Purchase Payment Structure: 60, Monthly An annual rate of:8.69% Year Make Model Vin Application# Cost Payment Lessor(AF/AB) 1. 2023 Chevrolet Blazer 3GNKBFRS4PS141707 1127583985 35150.00 719.17 Total Cost of the vehicle(s): $ 35150.00 Total Payments: $719.17 Equipment Location (Garaged at): £ .2. A Cell S PR 1 Li GS •T EFF EA so.0 k r it.... e_0(3 O Under the Municipal Lease Agreement dated 0•2/GGf/ 3(Lease)with Ally Financial("AF"),Ally Bank("AB")(each of AF and AB, a"Lessor")and the undersigned Lessee,the Lessee hereby certifies that the vehicle(s)listed above has(have) been delivered to Lessee,tested and inspected by Lessee,found to be in good order and accepted as Equipment under the Lease, all on the date indicated below. The Lessee hereby agrees to lease/purchase the vehicles as described. This Delivery and Acceptance Certificate may be signed in counterparts, each of which is deemed an original and all of which taken together constitute one and the same agreement. (Lessee) Name City of Jeff rs v le By: Date: (Lessor) (Lessor) Ally Financial Ally Bank By: By: Date: Date: 8/10 https://securedealer.aliy.com/mq/service/municipalDocument SCHEDULE B Payment Schedule to the Lease Agreement dated b.1 f f/a,3. Customer: City of Jeffersonville Dealer: JOHN JONES CHEVROLET BUICK OF CORYDON, I Equipment 1: Chevrolet Blazer Term: 60, Monthly Annual Percentage Rate: 8_69 % First Payment: Advance Amount Financed: $35150.00 Payment Amount: $719.17 Total Interest: S 8000.20 End of Lease Purchase Option: S1 per unit #OF PAYMENT CUSTOMERS BALANCE: REDUCTION IN INTEREST ON PMTS BALANCE PERCENT OF COST PRINCIPAL PRINCIPAL MADE / $719.17 $34430.83 97.95% $719.17 $0.00-r-' a//7/a0o�`3 2 $719.17 533960.99 96.62% $469.84 $249.33 pc/ /7 ki,- ,o20a3 3 S719.17 $33487.75 95.27% $473.24 $245.93 ., i/ c 7 -3 4 S719.17 $33011.09 93.91% � $476.66 $242.51 ( y c?0. 3 5 $719.17 $32530.97 92.55% $480.12 $239.05 6 $719.17 S32047.38 91.17% $483.59 S235.58 7 S719.17 $31560.28 89.79% $487.10 $232.07 8 $719.17 $31069.66 88.39% $490.62 $228.55 9 S719.17 $30575.48 86.99`/° $494.18 $224.99 10 $719.17 $30077.73 85.57% $497.75 $221.42 11 S719.17 $29576.37 84.14% $501.36 $217.81 12 S719.17 S29071.38 82.71% $504.99 $214.18 J 13 $719.17 S28562.73 81.26% $508.55 $210.52 14 5719.17 S28050.40 79.80% $512.33 S206.84 15 S719.17 $27534.36 78.33% $516.04 $203.13 16 $719.17 S27014.58 76.86% S519.78 $199.39 17 $719.17 S26491.04 75.37% $523.54 $195.63 18 $719.17 S25963.71 73.87% $527.33 $191.84 19 $719.17 S25432.56 72.35% S531.15 $188.02 20 $719.17 324897.56 70.83% S535.00 S184.17 21 $719.17 S24358.69 69.30% $538.87 $180.30 22 S719.17 523815.92 67.76% $542.77 $176.40 23 $719.17 523269.22 66.20% $546.70 $172.47 24 S719.17 S22718.56 64.63% $550.66 $168.59 25 S719.17 $22163.91 63.06% $554.65 $164.52 26 $719.17 $21605.24 61.47% $558.67 $160.50 27 $719.17 $21042.53 59.86% $562.71 S156.46 28 $719.17 S20475.74 58.25% $566.79 5152.38 29 $719.17 519904.85 56.63% $570.89 $148.28 30 $719.17 $19329.82 54.99% $575.03 $144.14 31 $719.17 $18750.63 53.34% $579.19 S139.98 32 $719.17 S18167.24 51.68% $583.39 $135.78 33 $719.17 S17579.63 50.01% $587.61 $131.56 34 5719.17 $16987.76 48.33% 5591.87 $127.30 35 $719.17 S16391.61 46.63% $596.15 $123.02. 36 $719.17 S15791.14 44.93% $600.47 $118.70 37 $719.17 $15186.32 43.20% S604.82 $114.35 38 $719.17 $14577.12 41.47% $609.20 $109.97 39 $719.17 $13963.51 39.73% $613.61 $105.56 40 $719.17 $13345.46 37 97% 5618.05 $101.12 41 $719.17 S12722.93 36.20% $622.53 $96.64 h:tps://seuiredealer.ally.com/mq/service/municipalDocument g,i; • 42 5719.17 512095.89 34.41% 5627.04 S92.13 43 $719.17 $11464.31 32.62% $631.58 S87.59 44 $719.17 510828.16 30.81% $636.15 S83.02 45 $719.17 $10187.40 28.98% S640.76 $78.41 46 $719.17 59542.00 27.15% $645.40 S73.77 47 $719.17 S8891.93 25.30% 5650.07 $69.10 48 5719.17 58237.15 23.43% 5654.78 $64.39 49 $719.17 $7577.63 21.56% $659.52 $59.65 50 $719.17 $6913.33 19.67% $664.30 $54.87 51 5719.17 $6244.22 17.76% $669.11 550.06 52 5719.17 55570.27 15.85% $673.95 $45.22 53 5719.17 $4891.44 13.92% S678.83 $40.34 54 $719.17 $4207.69 11.97% $683.75 $35.42 55 5719.17 $3518.99 10.01% $688.70 $30.47 56 $719.17 S2825.30 8.04% $693.69 $25.48 57 5719.17 52126.59 6.05% 5698.71 $20.46 58 $719.17 51422.82 4.05% $703.77 $15.40 59 $719.17 5713.95 2.03% $708.87 $10.30 60 $719.17 $0.00 0.00% $714.00 $5.17 (Lessee) Customer Name City of e i rsonville Address 50 u rt rmaster Cou City, State,ZIP Je" rso Ile, IN,4713 By: Title: Al 70 2 Date: da f R t r a3 This Schedule B may be signed in counterparts, each of which is deemed en original and all of which taken together constitute one and the same agreement. (Lessor) (Lessor) Ally Financial Ally Bank By: By: Title: Title: Date: Date: 1C/10 https://securedealer.aiiy.comlmq/service/municipalDocument EXHIBIT"B" FIRST SAVINGS BANK LOAN/PROMISSORY NOTE PROMISSORY NOTE Principal Loan Date Maturity Loan No Call/Coll Accou't 1 t� $33,500.25 06-28-2023 06-28-2027 4120302325 RC-C 8/28 8958 �"� in theboxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or m. References Y Any item above containing"""'has been omitted due to text length limitations. Borrower: City of Jeffersonville Lender: First Savings Bank 500 Quartermaster Ct, Ste 300 Clarksville Jeffersonville,IN 47130-3672 501 E Lewis&Clark Pkwy Clarksville,IN 47129 Principal Amount: $33,500.25 Date of Note: June 28, 2023 PROMISE TO PAY. City of Jeffersonville("Borrower')promises to pay to First Savings Bank("Lender"),or order,In lawful money of the United States of America,the principal amount of Thirty-three Thousand Five Hundred& 251100 Dollars($33,500.25),together with interest on the unpaid principal balance from June 28, 2023, calculated as described in the"INTEREST CALCULATION METHOD"paragraph using an interest rate of 5.250% per annum based on a year of 360 days,until paid In full. The interest rate may change under the terms and conditions of the "INTEREST AFTER DEFAULT"section. PAYMENT. Borrower will pay this loan in 47 payments of 5776.52 each payment and an irregular last payment estimated at 5776.60. Borrower's first payment Is due July 28, 2023, and all subsequent payments are due on the same day of each month after that. Borrower's final payment will be duo on June 28, 2027,and will be for all principal and all accrued interest not yet paid. Payments include principal and interest. Unless otherwise agreed or required by applicable law,payments will be applied first to any accrued unpaid interest;then to principal; then to any late charges;and then to any unpaid collection costs. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate In writing. INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis;that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance Is outstanding. All interest payable under this Note Is computed using this method. This calculation method results in a higher effective interest rate than the numeric interest rate stated In this Note. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing.Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not,unless agreed to by Lender in writing,relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked"paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment Instrument that indicates that the payment constitutes "payment In full"of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: First Savings Bank,301 Southern Indiana Avenue Jeffersonville,IN 47130. LATE CHARGE. If a payment is 10 days or more late. Borrower will be charged 5.000%of the unpaid portion of the regularly scl-eciled payment or 525.00,whichever is greater. INTEREST AFTER DEFAULT. Upon default,including failure to pay upon final maturity,the interest rare on this Note shall be increased by 3.000 percentage points. However,in no even)will the interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an event cf default("Event of Default")under this Note. Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term,obligation.covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term.obligation,covenant or condition contained in any other agreement between Lender and Borrower. Default In Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement.purchase or sales agreement,or any other agreement,in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrowers obligations under this Note or any of the related documents. False Statements. Any warranty.representation or statement made or furnished to Lender by Borrower or on Borrowers behalf under this Note or the related documents is false or misleading in any material respect,either now or at the lime made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The death of Borrower or the dissolution or termination of Borrower's existence as a going business.the insolvency of Borrower,the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors.any type of creditor workout.or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings. whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts.including deposit accounts.with Lender. However,this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion. as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor,endorser,surety.or accommodation party of any of the indebtedness or any guarantor, endorser, surety. or accommodation party dies or becomes incompetent, or revokes or disputes the validity of,or liability under,any guaranty of the indebtedness evidenced by this Note. Adverse Change. A material adverse change occurs in Borrowers financial condition, or Lersier believes the prospect of payment or performance of this Note is impaired Insecurity. Lender in good faith believes itself insecure. DEFAULT ON OTHER OBLIGATIONS.In addition to the foregoing.It shall constitute an Event of Default under this Note if Borrower or Grantor, or any Guarantor shall fail t0 timely pay,perform or comply with any term, obligation.covent or condition in any other instrument, mortgage. security agreement. or other agreement with Lender. whether now or hereafter existing, including all obligations evidenced by any related documents LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due.and then Borrower will pay that amount. Under all circumstances. the Indebtedness will be repaid without relief from any Indiana or other valuation and appraisement laws. ATTORNEYS'FEES;EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes.subject to any limits under applicable law,Lender's attorneys'fees and Lender's legal expenses,whether or not there is a lawsuit,including without limitation all attorneys'fees and legal expenses for bankruptcy proceedings(including efforts to modify or vacate any automatic stay or injunction).and appeals. If not prohibited by applicable law,Borrower also will pay any court costs.in addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action,proceeding,or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW. This Note will be governed by federal law applicable to Lender and,to the extent not preempted by federal law,the laws of the State of Indiana without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Indiana. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $25.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law.Lender reserves a right of setoff in all Borrower's accounts with Lender(whether checking,savings,or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However,this does not include any IRA or Keogh accounts.or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender.to the extent permitted by applicable law.to charge or setoff all sums owing on the indebtedness against any PROMISSORY NOTE Loan No:4120302325 (Continued) Page 2 and all such accounts. COLLATERAL. Borrower acknowledges this Note is secured by Commercial Security Agreement and certain assets and real and/or personal property,whether now existing or hereafter acquired,granted as collateral security pursuant to Additional Documents. The term?Additional Documents?refers to all other instruments,agreements,and other documents intended as a security device:(i)executed in connection with the indebtedness evidenced by or related to this Note;(II)executed in connection with any other obligation or indebtedness of Borrower to Lender; (iii)which makes reference to this Note or any renewal,amendment,modification or substitution of this Note;or(iv)which makes reference to any other obligation or indebtedness of Borrower to Lender. Additional Documents include, without limitation, all credit agreements, loan agreements,environmental agreements,guaranties,security agreements,mortgages,deeds of trust,security deeds, construction mortgages, pledge agreement,assignments of rents and leases and all other like or similar documents. INTEGRATION. Borrower Agrees that Borrower has read and fully understands the terms of this Agreement and the Related Documents; Borrower has had the opportunity to be advised by Borrower's attorney with respect to this Agreement and the Related Documents; this Agreement and the Related Documents fully reflects Borrower's intentions and parol evidence is not required to interpret the terms of this Agreement or the Related Documents. Borrower hereby indemnifies and holds Lender harmless from all losses, claims, damages, costs (including Lender attorneys'fees) suffered or incurred by Lender as a result of any breach by Borrower of warranties, representations and agreements of this paragraph. RELATED DOCUMENTS. The words "related documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements,guarantys, security agreements. mortgages, deeds of trust, security deeds, collateral mortgages and all other instruments, and agreements.whether now or hereafter existing which evidence cr create any debt or obligation of Borrower.Grantor or any Guarantor to Lender SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns,and shall inure to the benefit of Lender and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Borrower may notify Lender if Lender reports any inaccurate information about Borrower's account(s) to a consumer reporting agency. Borrower's written notice describing the specific inaccuracy(ies)should be sent to Lender at the following address:First Savings Bank 301 Southern Indiana Avenue Jeffersonville,IN 47130. GENERAL PROVISIONS. If any part of this Note cannot be enforced,this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs,guarantees or endorses this Note,to the extent allowed by law,waive presentment,demand for payment,and notice of dishonor. Upon any change in the terms of this Note,and unless otherwise expressly stated in writing,no party who signs this Note,whether as maker,guarantor,accommodation maker or endorser,shall be released from liability. All such parties agree that Lender may renew or extend(repeatedly and for any length of time)this loan or release any party or guarantor or collateral;or impair,fail to realize upon or perfect Lender's security interest in the collateral;and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. PRIOR TO SIGNING THIS NOTE,BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. BORROWER: CITY OF JEFFERSONVILLE By: COPY Michael G Moore,Mayor of City of Jeffersonville LENDER: FIRST SAVINGS BANK X COPY Gregory Michael Scales, Sr Vice President Commercial Lending DISBURSEMENT REQUEST AND AUTHORIZATION Principal Loan Date Maturity Loan No Call/Coll Account Officer Initials $33,500.25 06-28-2023 06-28-2027 4120302325 RC-C 8/28 89588 GMS References in the boxes above are for Lenders use onl and do not limit the applicability of this document to any particular loan or item. Any item above containing ' ' has been omitted due to text length limitations. Borrower: City of Jeffersonville Lender: First Savings Bank 500 Quartermaster Ct, Ste 300 Clarksville Jeffersonville,IN 47130-3672 501 E Lewis&Clark Pkwy Clarksville,IN 47129 LOAN TYPE. This is a Fixed Rale(5.250%)Nondisclosable Loan to a Government Entity for$33,500.25 due on June 28,2027. PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for: ❑Personal,Family,or Household Purposes or Personal Investment ®Business(Including Real Estate Investment). SPECIFIC PURPOSE. The specific purpose of this loan is: Refinance Lease for the Mayors Chevy Blazer. DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will be disbursed until all of Lenders conditions for making the loan have been satisfied. Please disburse the loan proceeds of$33,500.25 as follows: Amount paid to others on Borrowers behalf: $33,250.25 $33,250.25 to ally bank-account#228194441088 Other Charges Financed: $37.00 $15.00 TitleAPPFee-INBMV $22.00 VSI Fee Total Financed Prepaid Finance Charges: $213.00 $38.00 Origination Fee $175.00 Procpccing Fee Note Principal: $33,500.25 FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDTION AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED JUNE 28,2023. BORROWER: CITY OF JEFFERSONVILLE By: COPY Michael G Moore,Mayor of City of Jeffersonville ,www W.ff.l_b.10 Cam R..N .. .St Lcrtan unrc m.]aro w,.n AGREEMENT TO PROVIDE INSURANCE Principal Loan Date Maturity Loan No Call/Coll Account Officer Initials $33,500.25 06-28-2023 06-28-2027 4120302325 RC-C 8/28 89588 GMS References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing"""""has been omitted due to text length limitations. Borrower: City of Jeffersonville Lender: First Savings Bank 500 Quartermaster Ct, Ste 300 Clarksville Jeffersonville,IN 47130-3672 501 E Lewis 8 Clark Pkwy Clarksville, IN 47129 Grantor: City of Jeffersonville Fire Department 500 Quartermaster Ct, Ste 300 Jeffersonville,IN 47130-3672 INSURANCE REQUIREMENTS. Grantor, City of Jeffersonville Fire Department ("Grantor"), understands that insurance coverage is required in connection with the extending of a loan or the providing of other financial accommodations to City of Jeffersonville ("Borrower") by Lender. These requirements are set forth in the security documents for the loan. The following minimum insurance coverages must be provided on the following described collateral(the"Collateral"): Collateral: 2023 Chevrolet Blazer FWD 4DR Premier(VIN 3GNKBFRS4PS141707). Type: Comprehensive and collision. Amount: Loan Amount. Basis: Replacement value. Endorsements: Lender toss payable clause with stipulation that coverage will not be cancelled or diminished without a minimum of 30 days prior written notice to Lender. Comments: Insurance deductibles must be of a REASONABLE amount as determined by lender. Latest Delivery Date: By the loan closing date. INSURANCE COMPANY. Grantor may obtain insurance from any insurance company Grantor may choose that is reasonably acceptable to Lender. Grantor understands that credit may not be denied solely because insurance was not purchased through Lender. INSURANCE MAILING ADDRESS. All documents and other materials relating to insurance for this loan should be mailed,delivered or directed to the following address: First Savings Bank 301 Southern Indiana Avenue Jeffersonville, IN 47130 LOSS PAYEEIMORTGAGEE ADDRESS AND CORRESPONDENCE INFORMATION. For Real Estate Secured Collateral: First Savings Bank ISAOA,ATIMA P.O. Box 22527 Louisville, KY 40252-0527 For Non-Real Estate Secured Collateral: First Savings Bank ISAOA, ATIMA 301 Southern Indiana Avenue Jeffersonville, IN 47130 FAILURE TO PROVIDE INSURANCE. Grantor agrees to deliver to Lender, on the latest delivery date stated above, evidence of the required insurance as provided above, with an effective date of June 28, 2023, or earlier. Grantor acknowledges and agrees that if Grantor fails to provide any required insurance or falls to continue such Insurance in force, Lender may do so at Grantor's expense as provided in the applicable security document. The cost of any such insurance, at the option of Lender, shall be added to the indebtedness as provided in the security document. GRANTOR ACKNOWLEDGES THAT IF LENDER SO PURCHASES ANY SUCH INSURANCE,THE INSURANCE WILL PROVIDE LIMITED PROTECTION AGAINST PHYSICAL DAMAGE TO THE COLLATERAL, UP TO AN AMOUNT EQUAL TO THE I FS.SER OF (1) THE UNPAID BALANCE OF THE DEBT, EXCLUDING ANY UNEARNED FINANCE CHARGES, OR (2) THE VALUE OF THE COLLATERAL; HOWEVER, GRANTOR'S EQUITY IN THE COLLATERAL MAY NOT BE INSURED. IN ADDITION, THE INSURANCE MAY NOT PROVIDE ANY PUBLIC LIABILITY OR PROPERTY DAMAGE INDEMNIFICATION AND MAY NOT MEET THE REQUIREMENTS OF ANY FINANCIAL RESPONSIBIUTY LAWS. AUTHORIZATION. For purposes of insurance coverage on the Collateral, Grantor authorizes Lender to provide to any person (Including any insurance agent or company) all information Lender deems appropriate, whether regarding the Collateral, the loan or other financial accommodations,or both. AGREEMENT TO PROVIDE INSURANCE Loan No: 4120302325 (Continued) Page 2 GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT TO PROVIDE INSURANCE AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED JUNE 28, 2023. GRANTOR: CITY OF JEFFERSONVILLE FIRE DEPARTMENT By: COPY Michael G Moore, Mayor of City of Jeffersonville Fire Department FOR LENDER USE ONLY DATE: INSURANCE VERIFICATION PHONE (317)846-5554 AGENTS NAME: AGENCY: Shepherd Insurance Co ADDRESS: 111 Congressional Blvd,Suite 100,Cannel,IN 46032 INSURANCE COMPANY: POLICY NUMBER: ZLP-14T63484.22 EFFECTIVE DATES: COMMENTS: Lased770 V.r.23 1 10 010 Copr.hn.Y.USA Car'Jon0on 1001.2022. AO RtN.R.wv.E. •IN L'.`CPILLPLOl0.CC 2H 20470 910.77 NOTICE OF INSURANCE REQUIREMENTS Principal Loan Date Maturity Loan No Call/Coll Account Officer Initials 06-28-2023 4120302325 RC-C 8 /28 89588 GMS References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing '"`""has been omitted due to text length limitations. Borrower: City of Jeffersonville Lender: First Savings Bank 500 Quartermaster Ct, Ste 300 Clarksville Jeffersonville, IN 47130-3672 501 E Lewis& Clark Pkwy Clarksville, IN 47129 Grantor: City of Jeffersonville Fire Department 500 Quartermaster Ct, Ste 300 Jeffersonville, IN 47130-3672 Shepherd Insurance Co TO: ATTN: Insurance Agent DATE: June 28, 2023 111 Congressional Blvd,Suite 100 Cannel,IN 46032 RE: Policy Number(s): ZLP-14T63484-22 Insurance Companies/Company: Dear Insurance Agent: City of Jeffersonville ("Borrower), Is obtaining a loan from First Savings Bank. Please send appropriate evidence of insurance to First Savings Bank,together with the requested endorsements, on the following property, which Grantor,City of Jeffersonville Fire Department("Grantor") Is giving as security for the loan. Collateral: 2023 Chevrolet Blazer FWD 4DR Premier(VIN 3GNKBFRS4PS141707). Type: Comprehensive and collision. Amount: Loan Amount. Basis: Replacement value. Endorsements: Lender loss payable clause with stipulation that coverage will not be cancelled or diminished without a minimum of 30 days prior written notice to Lender. Comments: Insurance deductibles must be of a REASONABLE amount as determined by lender. Latest Delivery Date: By the loan closing date. LOSS PAYEE/MORTGAGEE ADDRESS AND CORRESPONDENCE INFORMATION. For Real Estate Secured Collateral: First Savings Bank ISAOA, ATIMA P.O. Box 22527 Louisville, KY 40252-0527 For Non-Real Estate Secured Collateral:- First Savings Bank ISAOA, ATIMA 301 Southern Indiana Avenue Jeffersonville, IN 47130 GRANTOR: CITY OF JEFFERSONVILLE FIRE DEPARTMENT By: COPY Michael G Moore, Mayor of City of Jeffersonville Fire Department RETURN TO: First Savings Bank 301 Southern Indiana Avenue Jeffersonville,IN 47130 Work".V.,231.10010 C.y,.FreA.taA Ca.Oa.9 19Y1,1323 A.ate•g..wd •W ltCt>•LVtI FC iN.10•10 fR.n ERRORS AND OMISSIONS AGREEMENT Principal Loan Date Maturity Loan No Call/Coll Account Officer Initials $33,500.25 06-28-2023 06-28-2027 4120302325 RC-C 8 /28 89588 GMS References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "'"has been omitted due to text length limitations. Borrower: City of Jeffersonville Lender: First Savings Bank 500 Quartermaster Ct, Ste 300 Clarksville Jeffersonville,IN 47130-3672 501 E Lewis& Clark Pkwy Clarksville, IN 47129 Loan Number:4120302325 The undersigned Borrower for and In consideration of the above-referenced Lender funding the closing of this loan agrees, if requested by Lender or Closing Agent for Lender, to fully cooperate and adjust for clerical errors, any or all loan closing documentation if deemed necessary or desirable in the reasonable discretion of Lender to enable Lender to sell, convey, seek guaranty or market said loan to any entity, including but not limited to an investor, Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, Government National Mortgage Association,Federal Housing Authority or the Department of Veterans Affairs. The undersigned Borrower does hereby so agree and covenant in order to assure that this loan documentation executed this date will conform and be acceptable in the marketplace in the instance of transfer,sale or conveyance by Lender of its interest in and to said loan documentation. June 28,2023 Sworn to and subscribed before me this day of 20 Notary Public X (Notary Printed Name) My Commission Expires: OR 2 Witnesses in Lieu of Notary (1) Witness signature: Witness address: (2) Witness signature: Witness address: BORROWER: CITY OF JEFFERSONVILLE By: COPY Michael G Moore,Mayor of City of Jeffersonville i....wo,v.,.73 ioMO cow_a...r.OM c-oo.mo„iwr.xon. ,w Re.ae....a. .w L'CS'ttRI.000K ram.n Ra-n • COMMERCIAL SECURITY AGREEMENT Principal Loan Date Maturity Loan No Call/Coll Account Officer Initials $33,500.25 06-28-2023 06-28-2027 4120302325 RC-C 8/28 89588 GMS References in the boxes above are for Lenders use only and do not limit the applicability of this document to any particular loan or Item. Any item above containing ' has been omitted due to text length limitations. Borrower: City of Jeffersonville Lender: First Savings Bank 500 Quartermaster Ct, Ste 300 Clarksville Jeffersonville,IN 47130-3672 501 E Lewis S Clark Pkwy Clarksville,IN 47129 Grantor: City of Jeffersonville Fire Department 500 Quartermaster Ct, Ste 300 Jeffersonville,IN 47130-3672 THIS COMMERCIAL SECURITY AGREEMENT dated June 28, 2023, Is made and executed among City of Jeffersonville Fire Department ("Grantor);City of Jeffersonville("Borrower");and First Savings Bank('Lender'). GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender a security Interest In the Collateral to secure the Indebtedness and agrees that Lender shall have the rights stated to this Agreement with respect to the Collateral,In addition to all other rights which Lender may have by law. COLLATERAL DESCRIPTION. The word "Collateral"as used In this Agreement means the following described property in which Grantor is giving to Lender a security interest for the payment of the Indebtedness and performance of all other obligations under the Note and this Agreement: 2023 Chevrolet Rarer PM)4DR Premier(VIN 3GM®FRS4PS141707) In addition,the word"Collateral"also includes all the following: (A) All accessions,attachments,accessories,replacements of and additions to any of the collateral described herein,whether added now or later. (B) All products and produce of any of the property described In this Collateral section. (C) All accounts,general intangibles,Instruments,rents,monies,payments,and all other rights,arising out of a sale,lease,consignment or other disposition of any of the property described in this Collateral section. (D) All proceeds(Including insurance proceeds)from the sate,destruction,toss,or other disposition of any of the property described In this Collateral section,and sums due from a third party who has damaged or destroyed the Collateral or from that party's Insurer,whether due to judgment,settlement or other process. (E) All records and data relating to any of the property described in this Collateral section,whether in the form of a writing,photograph, microfilm,microfiche,or electronic media,together with all of Grantors right,title,and Interest in and to all computer software required to utilize,create,maintain,and process any such records or data on electronic media. CROSS-COLLATERALIZATION. In addition to the Note,this Agreement secures the following described additional Indebtedness: Any and all other Indebtedness,including without limitation all obligations,debts and liabilities,plus interest thereon,of Borrower or Grantor to Lender,(and any and all extensions of,refinancings of,modifications of,renewals of,consolidations of and substitutions for the same) as well as all claims by Lender against Borrower or Grantor,whether now existing or hereafter arising,whether related or unrelated to the purpose of the Note, whether voluntary or otherwise,whether due or not due,direct or Indirect,determined or undetermined,absolute or contingent,liquidated or uniiquidated, whether Borrower or Grantor may be liable Individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise. As more fully described In this Mortgage, the Property includes: (a) all improvements, substitutes, attachments,additions to any of the real and personal property herein described;(b)all mobile or modular homes on the Real Property:(c)all rents,proceeds,income and profits from any of the Property;and(d)all awards,payments,or proceeds of voluntary or Involuntary conversion of any of the Property,including insurance,condemnation,tort claims and other awards. Grantor presently assigns to Lender all of Grantor7s right,title and interest in and to all present and future leases of the Property and all Rents from the Property. In addition, Grantor grants to Lender a Uniform Commercial Code security Interest In the Personal Property and Rents. Grantor further expressly grants,assigns,mortgages and pledges to Lender a security interest on all mobile and modular homes located on the Real Property and hereby irrevocably appoints Lender as Grantor's attorney-In-fact for the purpose of executing,filing and recording any such document which may be required for Lender to perfect Its security interest and mortgage lien on the same. BORROWER'S WAIVERS AND RESPONSIBILITIES. Except as otherwise required under this Agreement or by applicable law, (A) Borrower agrees that Lender need not tell Borrower about any action or Inaction Lender takes In connection with this Agreement; (B) Borrower assumes the responsibility for being and keeping Informed about the Collateral;and (C) Borrower waives any defenses that may arise because of any action or inaction of Lender,including without limitation any failure of Lender to realize upon the Collateral or any delay by Lender in realizing upon the Collateral; and Borrower agrees to remain liable under the Note no matter what action Lender takes or falls to take under this Agreement. GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (A) this Agreement Is executed at Borrowers request and not at the request of Lender, (B) Grantor has the full right,power and authority to enter into this Agreement and to pledge the Collateral to Lender; (C) Grantor has established adequate means of obtaining from Borrower on a continuing basis information about Borrowers financial condition; and (D) Lender has made no representation to Grantor about Borrower or Borrowers creditworthiness. GRANTOR'S WAIVERS. Grantor waives all requirements of presentment,protest,demand,and notice of dishonor or non-payment to Borrower or Grantor,or any other party to the Indebtedness or the Collateral. Lender may do any of the following with respect to any obligation of any Borrower,without first obtaining the consent of Grantor: (A) grant any extension of time for any payment, (B) grant any renewal, (C) permit any modification of payment terms or other terms,or (D) exchange or release any Collateral or other security. No such act or failure to act shall affect Lenders rights against Grantor or the Collateral. RIGHT OF SETOFF. To the extent permitted by applicable law,Lender reserves a right of setoff in all Grantor's accounts with Lender(whether checking,savings,or some other account). This includes all accounts Grantor holds jointly with someone else and all accounts Grantor may open In the future. However,this does not include any IRA or Keogh accounts,or any trust accounts for which setoff would be prohibited by law. Grantor authorizes Lender,to the extent permitted by applicable law,to charge or setoff all sums owing on the Indebtedness against any and all such accounts. GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL With respect to the Collateral,Grantor represents and promises to Lender that: Perfection of Security Interest Grantor agrees to take whatever actions are requested by Lender to perfect and continue Lenders security Interest in the Collateral. Upon request of Lender,Grantor will deliver to Lender any and all of the documents evidencing or constituting the Collateral,and Grantor will note Lenders interest upon any and all chattel paper and instruments if not delivered to Lender for possession by Lender. This Is a continuing Security Agreement and will continue In effect even though all or any part of the Indebtedness Is paid In full and even though for a period of time Borrower may not bo Indebted to Lender. Notices to Lender. Grantor will promptly notify Lender in writing at Lenders address shown above(or such other addresses as Lender may designate from time to time)prior to any (1) change In Grantor's name; (2) change In Grantors assumed business name(s); (3) change in the structure of the entity Grantor: (4) change In the authorized signer(s); (5) change In Grantors principal office address; (6) change in Grantor's principal residence; (7) conversion of Grantor to a new or different type of business entity;or (8) change in any other aspect of Grantor that directly or indirectly relates to any agreements between Grantor and Lender. No change in Grantor's name will take effect until after Lender has received notice. No Violation. The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Grantor Is a party. Enforceability of Collateral. To the extent the Collateral consists of accounts, chattel paper, or general Intangibles, as defined by the Uniform Commercial Code,the Collateral is enforceable in accordance with its terms,is genuine,and fully complies with all applicable laws and regulations concerning form, content and manner of preparation and execution, and all persons appearing to be obligated on the Collateral have authority and capacity to contract and are in fact obligated as they appear to be on the Collateral. There shall be no setoffs or counterclaims against any of the Collateral,and no agreement shall have been made under which any deductions or discounts may be COMMERCIAL SECURITY AGREEMENT Loan No:4120302325 (Continued) Page 2 claimed concerning the Collateral except those disclosed to Lender In writing. Location of the Collateral. Except for vehicles,and except otherwise in the ordinary course of Grantor's business,Grantor agrees to keep the Collateral at Grantor's address shown above or at such other locations as are acceptable to Lender. If the Collateral is a vehicle, Grantor will keep the Collateral at those addresses except for routine travel. Upon Lender's request,Grantor will deliver to Lender in form satisfactory to Lender a schedule of real properties and Collateral locations relating to Grantor's operations,Including without limitation the following: (1) all real property Grantor owns or is purchasing; (2) all real property Grantor Is renting or leasing; (3) all storage facilities Grantor owns,rents,leases,or uses;and (4) all other properties where Collateral is or may be located. Removal of the Collateral. Except in the ordinary course of Grantors business, Grantor shall not remove the Collateral from Its existing location without Lenders prior written consent. To the extent that the Collateral consists of vehicles,or other titled property,Grantor shall not take or permit any action which would require application for certificates of title for the vehicles outside the State of Indiana,without Lenders prior written consent. Grantor shall,whenever requested,advise Lender of the exact location of the Collateral. Transactions Involving Collateral. Except for inventory sold or accounts collected in the ordinary course of Grantor's business, or as otherwise provided for in this Agreement,Grantor shall not sell,offer to sell,or otherwise transfer or dispose of the Collateral. Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance, or charge,other than the security Interest provided for In this Agreement,without the prior written consent of Lender. This Includes security interests even if junior In right to the security interests granted under this Agreement. Unless waived by Lender,all proceeds from any disposition of the Collateral(for whatever reason)shall be held in trust for Lender and shall not be commingled with any other funds; provided however, this requirement shall not constitute consent by Lender to any sale or other disposition. Upon receipt,Grantor shall immediately deliver any such proceeds to Lender. Title. Grantor represents and warrants to Lender that Grantor holds good and marketable title to the Collateral,free and clear of all liens and encumbrances except for the lien of this Agreement. No financing statement covering any of the Collateral is on file in any public office other than those which reflect the security interest created by this Agreement or to which Lender has specifically consented. Grantor shall defend Lenders rights in the Collateral against the claims and demands of all other persons. Repairs and Maintenance. Grantor agrees to keep and maintain,and to cause others to keep and maintain,the Collateral In good order, repair and condition at all times while this Agreement remains In effect. Grantor further agrees to pay when due all claims for work done on,or services rendered or material furnished in connection with the Collateral so that no lien or encumbrance may ever attach to or be filed against the Collateral. Inspection of Collateral. Lender and Lender's designated representatives and agents shall have the right at all reasonable times to examine and Inspect the Collateral wherever located. Taxes,Assessments and Liens. Grantor will pay when due all taxes,assessments and(lens upon the Collateral,its use or operation,upon this Agreement,upon any promissory note or notes evidencing the Indebtedness,or upon any of the other Related Documents. Grantor may withhold any such payment or may elect to contest any lien if Grantor is In good faith conducting an appropriate proceeding to contest the obligation to pay and so long as Lenders interest in the Collateral is not jeopardized in Lenders sole opinion. If the Collateral is subjected to a lien which is not discharged within fifteen(15)days,Grantor shall deposit with Lender cash,a sufficient corporate surety bond or other security satisfactory to Lender in an amount adequate to provide for the discharge of the lien plus any interest, costs, attorneys'fees or other charges that could accrue as a result of foreclosure or sale of the Collateral, In any contest Grantor shall defend itself and Lender and shall satisfy any final adverse judgment before enforcement against the Collateral. Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Grantor further agrees to furnish Lender with evidence that such taxes,assessments,and governmental and other charges have been paid in full and In a timely manner. Grantor may withhold any such payment or may elect to contest any lien if Grantor is in good faith conducting an appropriate proceeding to contest the obligation to pay and so long as Lenders interest in the Collateral Is not jeopardized. Compliance with Governmental Requirements. Grantor shall comply promptly with all laws, ordinances, rules and regulations of all governmental authorities,now or hereafter in effect,applicable to the ownership,production,disposition,or use of the Collateral,including all laws or regulations relating to the undue erosion of highly-erodible land or relating to the conversion of wetlands for the production of an agricultural product or commodity. Grantor may contest in good faith any such law, ordinance or regulation and withhold compliance during any proceeding,including appropriate appeals,so long as Lenders interest In the Collateral,In Lenders opinion,is not jeopardized. Hazardous Substances. Grantor represents and warrants that the Collateral never has been,and never will be so long as this Agreement remains a lien on the Collateral, used in violation of any Environmental Laws or for the generation,manufacture,storage,transportation, treatment,disposal,release or threatened release of any Hazardous Substance. The representations and warranties contained herein are based on Grantors due diligence in investigating the Collateral for Hazardous Substances. Grantor hereby (1) releases and waives any future claims against Lender for indemnity or contribution In the event Grantor becomes liable for cleanup or other costs under any Environmental Laws,and (2) agrees to indemnify,defend,and hold harmless Lender against any and all claims and losses resulting from a breach of this provision of this Agreement. This obligation to indemnify and defend shall survive the payment of the Indebtedness and the satisfaction of this Agreement. Maintenance of Casualty Insurance. Grantor shall procure and maintain all risks insurance, including without limitation fire, theft and liability coverage together with such other insurance as Lender may require with respect to the Collateral,in form,amounts,coverages and basis reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Grantor,upon request of Lender,will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender,including stipulations that coverages will not be cancelled or diminished without at least thirty (30)days'prior written notice to Lender and not Including any disclaimer of the insurers liability for failure to give such a notice. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be Impaired in any way by any act,omission or default of Grantor or any other person. In connection with all policies covering assets in which Lender holds or is offered a security interest,Grantor will provide Lender with such loss payable or other endorsements as Lender may require. If Grantor at any time falls to obtain or maintain any Insurance as required under this Agreement,Lender may(but shall not be obligated to)obtain such insurance as Lender deems appropriate, Including if Lender so chooses "single interest insurance."which will cover only Lenders interest in the Collateral. Application of Insurance Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Collateral,whether or not such casualty or loss is covered by insurance. Lender may make proof of loss if Grantor falls to do so within fifteen(15)days of the casualty. All proceeds of any Insurance on the Collateral,including accrued proceeds thereon,shall be held by Lender as part of the Collateral. If Lender consents to repair or replacement of the damaged or destroyed Collateral,Lender shall,upon satisfactory proof of expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration. Ifl Lender does not consent to repair or replacement of the Collateral, Lender shall retain a sufficient amount of the proceeds to pay all of the indebtedness, and shall pay the balance to Grantor. Any proceeds which have not been disbursed within six(6)months after their receipt and which Grantor has not committed to the repair or restoration of the Collateral shall be used to prepay the Indebtedness. Insurance Reserves. Lender may require Grantor to maintain with Lender reserves for payment of Insurance premiums,which reserves shall be created by monthly payments from Grantor of a sum estimated by Lender to be sufficient to produce,at least fifteen(15)days before the premium due date,amounts at least equal to the insurance premiums to be paid. If fifteen(15)days before payment Is due,the reserve funds are Insufficient,Grantor shall upon demand pay any deficiency to Lender. The reserve funds shall be held by Lender as a general deposit and shall constitute a non-interest-bearing account which Lender may satisfy by payment of the Insurance premiums required to be paid by Grantor as they become due. Lender does not hold the reserve funds In trust for Grantor,and Lender is not the agent of Grantor for payment of the insurance premiums required to be paid by Grantor. The responsibility for the payment of premiums shall remain Grantors sole responsibility. Insurance Reports. Grantor,upon request of Lender,shall furnish to Lender reports on each existing policy of Insurance showing such information as Lender may reasonably request Including the following: (1) the name of the insurer, (2) the risks Insured; (3) the amount of the policy; (4) the property insured; (5) the then current value on the basis of which insurance has been obtained and the manner of determining that value;and (6) the expiration date of the policy. In addition,Grantor shall upon request by Lender(however not more often than annually)have an independent appraiser satisfactory to Lender determine.as applicable,the cash value or replacement cost of the Collateral. Financing Statements. Grantor authorizes Lender to file a UCC financing statement,or alternatively,a copy of this Agreement to perfect Lenders security interest. At Lenders request. Grantor additionally agrees to sign all other documents that are necessary to perfect, protect,and continue Lenders security interest In the Property. Grantor will pay all filing fees,title transfer fees,and other fees and costs involved unless prohibited by law or unless Lender is required by law to pay such fees and costs. Grantor Irrevocably appoints Lender to execute documents necessary to transfer title if there is a default. Lender may file a copy of this Agreement as a financing statement. GRANTOR'S RIGHT TO POSSESSION. Until default,Grantor may have possession of the tangible personal property and beneficial use of all the Collateral and may use it in any lawful manner not inconsistent with this Agreement or the Related Documents,provided that Grantor's right to possession and beneficial use shall not apply to any Collateral where prv=4...4sion of the Collateral by Lender is required by law to perfect COMMERCIAL SECURITY AGREEMENT Loan No:4120302325 (Continued) Page 3 Lenders security Interest In such Collateral. If Lender at any time has possession of any Collateral,whether before or after an Event of Default, Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral if Lender takes such action for that purpose as Grantor shall request or as Lender,In Lenders sole discretion,shall deem appropriate under the circumstances,but failure to honor any request by Grantor shall not of itself be deemed to be a failure to exercise reasonable care. Lender shall not be required to take any steps necessary to preserve any rights in the Collateral against prior parties,nor to protect,preserve or maintain any security interest given to secure the Indebtedness. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lenders interest in the Collateral or If Grantor fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor Is required to discharge or pay under this Agreement or any Related Documents,Lender on Grantor's behalf may(but shall not be obligated to)take any action that Lender deems appropriate,including but not limited to discharging or paying all taxes,liens,security interests,encumbrances and other claims,at any time levied or placed on the Collateral and paying ail costs for insuring.maintaining and preserving the Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date Incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and,at Lenders option,will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any Installment payments to become due during either (1) the term of any applicable insurance policy,or (2) the remaining term of the Note;or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Agreement also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon the occurrence of any Event of Default DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default Borrower falls to make any payment when due under the Indebtedness. Other Defaults. Borrower or Grantor fails to comply with or to perform any other tern,obligation,covenant or condition contained in this Agreement or In any of the Related Documents or to comply with or to perform any term,obligation,covenant or condition contained in any other agreement between Lender and Borrower or Grantor. Default In Favor of Third Parties. Borrower or Grantor defaults under any loan.extension of credit,security agreement,purchase or sales agreement, or any other agreement, In favor of any other creditor or person that may materially affect any of Borrowers or Grantor's property or ability to perform their respective obligations under this Agreement or any of the Related Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or Grantor or on Borrowers or Grantor's behalf under this Agreement or the Related Documents Is false or misleading in any material respect,either now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective Collaterallzation. This Agreement or any of the Related Documents ceases to be in full force and effect(including failure of any collateral document to create a valid and perfected security interest or lien)at any time and for any reason. Insolvency. The insolvency of Borrower or Grantor,the appointment of a receiver for any part of Borrowers or Grantors property,any assignment for the benefit of creditors,any type of creditor workout,or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower or Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method,by any creditor of Borrower or Grantor or by any governmental agency against any collateral securing the Indebtedness. This includes a garnishment of any of Borrowers or Grantor's accounts, including deposit accounts, with Lender. However,this Event of Default shall not apply if there is a good faith dispute by Borrower or Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower or Grantor gives Lender written notice of the creditor or forfeiture proceeding end deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding,in an amount determined by Lender,In its sole discretion,as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor,endorser,surety,or accommodation party of any of the Indebtedness or guarantor,endorser,surety,or accommodation party dies or becomes incompetent or revokes or disputes the validity of,or liability under,any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Borrowers or Grantor's finandal condition, or Lender believes the prospect of payment or performance of the indebtedness is impaired. Insecurity. Lender in good faith believes Itself insecure. RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agree,rnrt,at any time thereafter. Lender shall have all the rights of a secured party under the Indiana Uniform Commercial Code. In addition and without limitation,Lender may exercise any one or more of the following rights and remedies: Accelerate indebtedness. Lender may declare the entire Indebtedness,including any prepayment penalty which Borrower would be required to pay,immediately due and payable,without notice of any kind to Borrower or Grantor. Assemble Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of title and other documents relating to the Collateral. Lender may require Grantor to assemble the Collateral and make it available to Lender at a place to be designated by Lender. Lender also shall have full power to enter upon the properly of Grantor to take possession of and remove the Collateral. If the Collateral contains other goods not covered by this Agreement at the time of repossession,Grantor agrees Lender may take such other goods,provided that Lender makes reasonable efforts to return them to Grantor after repossession. Sell the Collateral. Lender shall have full power to sell,lease,transfer,or otherwise deal with the Collateral or proceeds thereof In Lender's own name or that of Grantor. Lender may sell the Collateral at public auction or private sale. Unless the Collateral threatens to decline speedily in value or Is of a type customarily sold on a recognized market.Lender will give Grantor,and other persons as required by law, reasonable notice of the time and place of any public sale,or the time after which any private sale or any other disposition of the Collateral is to be made. However,no notice need be provided to any person who,after Event of Default occurs,enters into and authenticates an agreement waiving that person's right to notification of sale. The requirements of reasonable notice shall be met if such notice is given at least ten(10)days before the time of the sale or disposition. All expenses relating to the disposition of the Collateral,Including without limitation the expenses of retaking,holding,insuring,preparing for sale and selling the Collateral,shall become a part of the Indebtedness secured by this Agreement and shall be payable on demand,with Interest at the Note rate from date of expenditure until repaid. Under all circumstances,the Indebtedness will be repaid without relief from any Indiana or other valuation and appraisement laws. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Collateral,with the power to protect and preserve the Collateral, to operate the Collateral preceding foreclosure or sale, and to collect the rents from the Collateral and apply the proceeds,over and above the cost of the receivership,against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Collateral exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Collect Revenues,Apply Accounts. Lender,either Itself or through a receiver,may collect the payments,rents,Income,and revenues from the Collateral. Lender may al any time in Lenders discretion transfer any Collateral Into Lenders own name or that of Lender's nominee and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Indebtedness or apply it to payment of the Indebtedness in such order of preference as Lender may determine. Insofar as the Collateral consists of accounts,general intangibles,Insurance policies, Instruments, chattel paper,choses In action,or similar property,Lender may demand, collect,receipt for. settle, compromise, adjust, sue for, foreclose, or realize on the Collateral as Lender may determine, whether or not Indebtedness or Collateral is then due. For these purposes, Lender may,on behalf of and In the name of Grantor, receive, open and dispose of mail addressed to Grantor;change any address to which mail and payments are to be sent; and endorse notes,checks,drafts,money orders, documents of title, Instruments and items pertaining to payment,shipment,or storage of any Collateral. To facilitate collection,Lender may notify account debtors and obligors on any Collateral to make payments directly to Lender. Obtain Deficiency. If Lender chooses to sell any or all of the Collateral,Lender may obtain a judgment against Borrower for any deficiency remaining on the Indebtedness due to Lender after application of all amounts received from the exerdse of the rights provided in this Agreement Borrower shall be liable for a deficiency even If the transaction described in this subsection is a sale of accounts or chattel paper. Other Rights and Remedies. Lender shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may have available at law.In equity,or otherwise. Election of Remedios. Except as may be prohibited by applicable law, all of Lender's rights and remedies, whether evidenced by this Agreement,the Related Documents,or by any other writing,shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy,and an election to make expenditures or to take action to COMMERCIAL SECURITY AGREEMENT Loan No:4120302325 (Continued) Page 4 perform an obligation of Grantor under this Agreement,after Grantor's failure to perform,shall not affect Lender's right to declare a default and exercise Its remedies. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: Amendments. This Agreement,together with any Related Documents,constitutes the entire understanding and agreement of the parties as to the matters set forth In this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys'Fees;Expenses. Grantor agrees to pay upon demand all of Lender's costs and expenses,including Lender's attorneys'fees and Lenders legal expenses,incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Grantor shell pay the costs and expenses of such enforcement. Costs and expenses include Lenders attomeys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings(including efforts to modify or vacate any automatic stay or injunction),appeals,and any anticipated post-judgment collection services. Grantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. Governing Law. This Agreement will be governed by federal law applicable to Lender and,to the extent not preempted by federal law,the laws of the State of Indiana without regard to Its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Indiana. Joint and Several Liability. All obligations of Borrower and Grantor under this Agreement shall be joint and several,and all references to Grantor shall mean each and every Grantor,and all references to Borrower shall mean each and every Borrower. This means that each Borrower and Grantor signing below is responsible for all obligations in this Agreement. Where any one or more of the parties is a corporation,partnership,limited liability company or similar entity,it is not necessary for Lender to inquire into the powers of any of the officers,directors, partners, members, or other agents acting or purporting to act on the entity's behalf, and any obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Agreement. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lenders right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Grantor,shall constitute a waiver of any of Lenders rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement,the granting of such consent by Lender In any instance shall not constitute continuing consent to subsequent instances where such consent Is required and In all cases such consent may be granted or withheld In the sole discretion of Lender. Notices. Any notice required to be given under this Agreement shall be given in writing,and shall be effective when actually delivered, when actually received by telefacsimite(unless otherwise required by law),when deposited with a nationally recognized overnight courier, or,If mailed,when deposited In the United States mail,as first class,certified or registered mail postage prepald,directed to the addresses shown near the beginning of this Agreement Any party may change its address for notices under this Agreement by giving formal written notice to the other parties,specifying that the purpose of the notice is to change the parry's address. For notice purposes,Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided or required by law,if there is more than one Grantor,any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. Power of Attorney. Grantor hereby appoints Lender as Grantor's Irrevocable attorney-in-fact for the purpose of executing any documents necessary to perfect,amend,or to continue the security interest granted in this Agreement or to demand termination of filings of other secured parties. Lender may at any time,and without further authorization from Grantor,file a carbon,photographic or other reproduction of any financing statement or of this Agreement for use as a financing statement. Grantor will reimburse Lender for all expenses for the perfection and the continuation of the perfection of Lender's security interest in the Collateral. SeverabIlity. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid,or unenforceable as to any circumstance,that finding shall not make the offending provision Illegal,invalid,or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that It becomes legal,valid and enforceable. If the offending provision cannot be so modified,it shall be considered deleted from this Agreement Unless otherwise required by law,the illegality,invalidity,or unenforceabllity of any provision of this Agreement shall not affect the legality,validity or enforceability of any other provision of this Agreement Successors and Assigns. Subject to any limitations stated in this Agreement on transfer of Grantor's interest, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested in a person other than Grantor,Lender,without notice to Grantor,may deal with Grantor's successors with reference to this Agreement and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Agreement or liability under the Indebtedness. Survival of Representations and Warranties. All representations,warranties, and agreements made by Grantor in this Agreement shall survive the execution and delivery of this Agreement,shall be continuing in nature,and shall remain in full force and effect until such time as Borrower's Indebtedness shall be paid in full. Time is of the Essence. Time is of the essence in the performance of this Agreement. Waive Jury. All parties to this Agreement hereby waive the fight to any Jury trial In any action,proceeding,or counterclaim brought by any party against any other parry. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically staled to the contrary,all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural,and the plural shall include the singular,as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms In the Uniform Commercial Code: Agreement The word"Agreement"means this Commercial Security Agreement,as this Commercial Security Agreement may be amended or modified from time to time,together with all exhibits and schedules attached to this Commercial Security Agreement from time to time. Borrower. The word "Borrower" means City of Jeffersonville and includes all co-signgrs and co-makers signing the Note and all their successors and assigns. Collateral. The word"Collateral" means all of Grantor's right,title and Interest in and to all the Collateral as described in the Collateral Description section of this Agreement. Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation,and Liability Act of 1980, as amended,42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986,Pub.L.No.99-499('SARA"),the Hazardous Materials Transportation Act,49 U.S.C.Section 1801,et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default The words"Event of Default"mean any of the events of default set forth in this Agreement in the default section of this Agreement. Grantor. The word'Grantor"means City of Jeffersonville Fire Department. Guaranty. The word "Guaranty" means the guaranty from guarantor, endorser, surety, or accommodation party to Lender, including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words"Hazardous Substances"mean materials that, because of their quantity, concentration or physical, chemical or Infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances"are used in their very broadest sense and include without limitation any and all hazardous or toxic substances,materials or waste as defined by or listed under the Environmental Laws. The term"Hazardous Substances"also includes,without limitation,petroleum and petroleum by-products or any fraction thereof and asbestos. Indebtedness. The word"Indebtedness"means the indebtedness evidenced by the Note or any Related Documents,together with any and all other debts,obligations and liabilities of Borrower or Grantor to Lender of any kind whether now existing or hereafter incurred,whether contingent or absolute, and whether direct or indirect including,without limitation, all principal, interest, costs and expenses for which Borrower or Grantor is responsible under any instrument,mortgage,security agreement,promise,undertaking or other agreement and any • . COMMERCIAL SECURITY AGREEMENT Loan No:4120302325 (Continued) Page 5 and all renewals of,extensions of,modifications of,refinancings of,consolidations of and substitutions for any of the foregoing. Lender. The word"Lender"means First Savings Bank,its successors and assigns. Note. The word"Note"means and includes without limitation the Promissory Note of an even date hereof in the amount of$33,500.25 from Borrower to Lender,together with all renewals of,extensions of,modifications of,refinancing of,consolidations of and substitutions for the Promissory Note or Credit Agreement. Property. The word "Property"means all of Grantor's right, title and interest in and to all the Property as described in the"Collateral Description"section of this Agreement. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements,guaranties,security agreements,mortgages,deeds of trust, security deeds,collateral mortgages,and all other instruments, agreements and documents,whether now or hereafter existing,executed in connection with the Indebtedness. BORROWER AND GRANTOR HAVE READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT AND AGREE TO ITS TERMS.THIS AGREEMENT IS DATED JUNE 28,2023. GRANTOR: CITY OF JEFFERSONVILLE FIRE DEPARTMENT By: COPY Michael G Moore, Mayor of City of Jeffersonville Fire Department BORROWER: CITY OF JEFFERSONVILLE By: COPY Michael G Moore,Mayor of City of Jeffersonville LENDER: FIRST SAVINGS BANK X COPY Gregory Michael Scales, Sr Vice President - Commercial Lending Ls*,Y.21 11001C C"r w...n USA CrW.rn,v1.1011 AS A .Yon. -a L R1 l[1CK T1i010 W1-11 AMORTIZATION SCHEDULE Principal Loan Date Maturity Loan No Call/Coll Account Officer Initials $33,500.25 06-28-2023 06-28-2027 4120302325 RC-C 8/28 89588 GMS References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing""`"has been omitted due to text length limitations. Borrower: city of Jeffersonville Lender: First Savings Bank 500 Quartermaster Ct, Ste 300 Clarksville Jeffersonville,IN 47130-3672 501 E Lewis 8.Clark Pkwy Clarksville,IN 47129 Disbursement Date: June 28,2023 Repayment Schedule: Installment Interest Rate: 5.250 Calculation Method: 365/360 U.S.Rule Payment Payment Payment Interest Principal Remaining Number Date Amount Paid Paid Balance 1 07-28-2023 776.52 146.58 629.96 32,870.29 2 08-28-2023 776.52 148.60 627.92 32,242.37 3 09-28-2023 776.52 145.76 630.76 31,611.61 4 10-28-2023 776.52 138.30 638.22 30,973.39 5 11-28-2023 776.52 140.03 836.49 30,336.90 6 12-28-2023 776.52 132.72 643.80 29,693.10 2023 TOTALS: 4,659.12 851.97 3,807.15 7 01-28-2024 776.52 134.24 642.28 29,050.82 8 02-28-2024 776.52 131.33 645.19 28,405.63 9 03-28-2024 776.52 120.13 656.39 27,749.24 10 04-28-2024 776.52 125.45 651.07 27,098.17 11 05-28-2024 776.52 118.55 657.97 26,440.20 12 06-28-2024 776.52 119.53 656.99 25,783.21 13 07-28-2024 776.52 112.80 663.72 25.119.49 14 08-28-2024 776.52 113.56 662.96 24,456.53 15 09-28-2024 776.52 110.56 665.96 23,790.57 16 10-28-2024 776.52 104.08 672.44 23,118.13 17 11-28-2024 776.52 104.51 672.01 22,446.12 18 12-28-2024 776.52 98.20 678.32 21,767.80 2024 TOTALS: 9,318.24 1,392.94 7,925.30 19 01-28-2025 776.52 98.41 678.11 21,089.69 20 02-28-2025 776.52 95.34 681.18 20,408.51 21 03-28-2025 776.52 83.33 693.19 19,715.32 22 04-28-2025 776.52 89.13 687.39 19,027.93 23 05-28-2025 776.52 83.25 693.27 18,334.66 24 06-28-2025 776.52 82.89 693.63 17,841.03 25 07-28-2025 776.52 77.18 699.34 16,941.89 26 08-28-2025 776.52 76.59 699.93 16,241.76 27 09-28-2025 776.52 73.43 703.09 15,538.67 28 10-28-2025 776.52 87.98 708.54 14,830.13 29 11-28-2025 776.52 67.04 709.48 14,120.65 30 12-28-2025 776.52 61.78 714.74 13,405.91 2025 TOTALS: 9,318.24 956.35 8,361.89 31 01-28-2026 776.52 60.61 715.91 12,590.00 32 02-28-2026 776.52 57.37 719.15 11,970.85 33 03-28-2026 776.52 48.88 727.64 11,243.21 34 04-28-2026 776.52 50.83 725.69 10,517.52 35 05-28-2026 776.52 46.01 730.51 9,787.01 36 06-28-2026 776.52 44.25 732.27 9,054.74 37 07-28-2026 776.52 39.61 736.91 8,317.83 38 08-28-2026 776.52 37.60 738.92 7,578.91 39 09-28-2026 776.52 34.26 742.26 6,836.65 40 10-28-2026 776.52 29.91 748.61 6.090.04 41 11-28-2026 776.52 27.53 748.99 5,341.05 42 12-28-2026 776.52 23.37 753.15 4,587.90 2026 TOTALS: 9,318.24 500.23 8,818.01 43 01-28-2027 776.52 20.74 755.78 3,832.12 44 02-28-2027 776.52 17.32 759.20 3,072.92 45 03-28-2027 776.52 12.55 763.97 2,308.95 46 04-28-2027 776.52 10.44 766.08 1,542.87 47 05-28-2027 776.52 8.75 769.77 773.10 48 06-28-2027 776.60 3.50 773.10 0.00 2027 TOTALS: 4,659.20 71.30 4,587.90 TOTALS: 37,273.04 3,772.79 33,500.25 NOTICE: This is an estimated loan amortization schedule. Actual amounts may vary if payments are made on different dates or in different amounts.