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HomeMy WebLinkAboutFire Truck Master LeaseMASTF' LEASE- PURCHASE AGRF 'MENT Dated as of August 23, 2002 ~..,~,~.~,~ ~ ~'~,~4~ This Master Lease-Purchase Agreement together with ali addenda, riders and attachments hereto, as the same may from time to time be amended, modified or supplemented ("Master Lease") is made and entered by and betwee~ Oshkosh Capital ("Lessor") and the Lessee identified below ("Lessee"). LESSEE: Cib/of Jeffersonvifle 1. LEASE OF EQUIPMENT. Subject to the terms and conditions of this Master Lease, Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, afl Equipment described in each Schedule signed from time to time by Lessee and Lessor. 2. CERTAIN DEFINITIONS, All terms defined in the Lease are equalfy applicable to both the singular and plural form of such terms. (a) "Schedule" means each Lease Schedule signed and delivered by Lessee and Lessor, together with all addenda, riders, attachments, certificates and exhibits thereto, as the same may from time to time be amended, modified or supplemented. Lessee and Lessor agree that each Schedule (except as expressly provided in said Schedule) incorporates by reference alt of the terms and conditions of the Master Lease. (b) "Lease" means each Schedule and this Master Lease as incorporated into said Schedule. (c) "Equipment" means the property described in each Schedule, together with all attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions thereto. (d) "Lien" means any security interest, lien, mortgage, pledge, encumbrance, judgment, execution, attachment, warrant, writ, levy, other judicial process or claim of any nature whatsoever by or of any person. 3. LEASE TERM. The term of the lease of the Equipment described in each Lease ("Lease Term") commences on the first date any of such Equipment is accepted by Lessee pursuant to Section 5 hereof and, unless earlier terminated as expressly provided in the Lease, continues until Lessee's payment and performance in full of all of Lessee's obligations under the Lease. 4. RENT PAYMENTS. 4.1 For each Lease, Lessee agrees to pay to Lessor the rent payments in the amounts and at the times as set forth in the Schedule A~I attached to the Schedule ("Rent Payments"). A portion of each Rent Payment is paid as and represents the payment of interest as set forth in the Schedule Ad. Rent Payments will be payable for the Lease Term in U.S. dollars, without notice or demand at the office of Lessor (or such other place as Lessor may designate from time to time in writing). 4.2 if Lessor receives any payment from Lessee after the due date, Lessee shall pay Lessor on demand as a late charge five per cent (5%) of such overdue amount, limited, however, to the maximum amount allowed by law. 4.3 EXCEP~ AS SPECIFICALLY PROVIDED IN SECTION 6 HEREOF OR IN ANY WRITTEN MODIFICATION TO THE LEASE SIGNED BY LESSOR, THE OBLIGATION TO PAY RENT PAYMENTS UNDER EACH LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND SHALL NOT BE SUBJECT TO ANY SETOFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. 5, DELIVERY; ACCEPTANCE; FUNDING CONDITIONS. · 5.1 Lessee shall arrange for the transportation, delivery and installation of all Equipment to the location specified in the Schedule ("Location") by Equipment suppliers ("Suppliers") selected by Lessee. Lessee shall pay all costs related thereto unless Lessor otherwise agrees to pay such costs as stated in the Schedule. 5.2 Lessee shall accept Equipment as soon as it has been delivered and is operational. Lessee shall evidence its acceptance of any Equipment by signing and delivering to Lessor the applicable Schedule. If Lessee signs and defivers a Schedule end if all Funding Conditions have been satisfied in -1- ("Purchase Price") to the appF ~le SuppIier. 5.3 Lessor shall have no obligation to pay any Purchase Price unless ail reasonable conditions established by Lessor ("Funding Conditions") have been satisfied, including, without limitation, the following: (a) Lessee has signed and delivered the Schedule and its Schedule A-1; (b) no Event of Default shall have occurred and be continuing; (c) no material adverse change shalt have occurred in the InternaI Revenue Code of 1986, as amended, and the related regulations and rulings thereunder (coIlectively, the "Code"); (d) no material adverse change shall have occurred in the financial condition of Lessee or any Supplier; (e) the Equipment is reasonably satisfactory to Lessor and is free and clear of any Liens (except Lessor's Liens); (f) ali representations of Lessee in the Lease remain true, accurate and compiate; and (g) Lessor has received all of the following documents, which shall be reasonably satisfactow, in form and substance, to Lessor: (1) evidence of insurance coverage required by the Lease, (2) an opinion of Lessee's counsel; (3) reasonably detailed invoices for the Equipment; (4) Uniform Commercial Code (UCC) financing statements; (5) copies of resolutions by Lessee's governing body, duly authorizing the Lease and incumbency certificates for the person(s) who will sign the Lease; (6) such documents and certificates relating to the tax-exempt interest payable under the Lease (including, without limitation, IRS Form 8038G or 8038GC) as Lessor may request; and (7) such other documents and information previously identified by Lessor or otherwise reasonably requested by Lessor. 6. TERMINATION FOR GOVERNMENTAL NON-APPROPRIATIONS. 6.1 For each Lease, Lessee represents and warrants: that it has appropriated and budgeted the necessary funds to make ali Rent Payments required pursuant to such Lease for the remainder of the fiscal year in which the Lease Term commences; and that it intends to make Rent Payments for the full Lease Term as scheduled on the applicable Schedute A-1 so long as funds are appropriated in each fiscal year by its governing body. Lessee reasonably believes that moneys in an amount sufficient to make all Rent Payments can and will lawfully be appropriated and made available therefor. All Rent Payments shall be payable out of the general funds of Lessee or out of other funds legally available therefor. Lessor agrees that the Leases will not be general obligations of Lessee and that the Leases shall not constitute pledges of either the full faith and credit of Lessee or the taxing power of Lessee. 6.2 if Lessee's governing body fails to appropriate sufficient funds in any fiscal year for Rent Payments or other payments due under a Lease and if other funds are not available for such payments, then a "Non-Appropriation Event" shall be deemed to have occurred. If a Non-Appropriation Event occurs, then: (a) Lessee shall give Lessor immediate notice of such Non-Appropriation Event and provide written evidence of such failure by Lessee's governing body; (b) on the Return Date, Lessee shall return to Lessor all, but not less than all, of the Equipment covered by the affected Lease, at Lessee's sole expense, in accordance with Section 21 hereof; and (c) the affected Lease shall terminate on the Return Date without penalty or expense to Lessee, provided, that Lessee shall pay all Rent Payments and other amounts payable under the affected Lease for which funds shall have been appropriated or are otherwise available, provided further, that Lessee shall pay month-to-month rent at the rate set forth in the affected Lease for each month or part thereof that Lessee fails to return the Equipment under this Section 6.2. "Return Date" means the last day of the fiscal year for which appropriations were made for the Rent Payments due under a Lease. 6.3 If a Non-Appropriation Event occurs, then, during the twelve month period following the Return Date, Lessee agrees not to acquire (by purchase, lease or otherwise) replacement equipment which is functionally similar to the equipment covered by such terminated Lease, or to appropriate funds for the acquisition of such replacement equipment. Notwithstanding the foregoing of this Section 6.3, the restrictions of this section 6.3 shall automatically and without further action of the parties be ineffective and be deleted: (a) from any terminated Lease if the net proceeds of the sale of the returned Equipment is sufficient to pay the Termination Value of the equipment as of the Return Date; or (b) from any Lease if the application of the restrictions in this section 6.3 would not be permitted by then applicable law or would cause such Lease to be invalid or unenforceable in any material respect. 7. NO WARRANTY BY LESSOR. The Equipment is sold "AS IS". LESSEE ACKNOWLEDGES THAT LESSOR DID NOT MANUFACTURE THE EQUIPMENT. LESSOR DOES NOT REPRESENT THE MANUFACTURER, OWNER, OR DEALER, AND LESSEE SELECTED THE EQUIPMENT BASED UPON LESSEE'S OWN JUDGMENT. LESSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE -2- DURABILITY. LESSEE AGR ~ THAT REGARDLESS OF CAUSE, LEF 'R IS NOT RESPONSIBLE 'FOR, AND LESSEE WILL N,JT MAKE ANY CLAIM AGAINST LES.5..,R. FOR, ANY DAMAGES, WHETHER CONSEQUENTIAL, DIRECT, SPECIAL OR INDIRECT INCURRED BY LESSEE IN CONNECTION WITH THE EQUIPMENT OR THiS MASTER LEASE - LEASE PURCHASE AGREEMENT. NEITHER THE MANUFACTURER, THE DEALER, NOR ANY SALESPERSON, EMPLOYEE OR AGENT OF THE DEALER OR MANUFACTURER, IS LESSOR'S AGENT OR HAS ANY AUTHORITY TO SPEAK FOR LESSOR OR TO BIND LESSOR IN ANY WAY. For and during the Lease Term, Lessor hereby assigns to Lessee any manufacturer's or Supplier's product warranties, express or implied, applicable to any Equipment and Lessor authorizes Lessee to obtain the customary services furnished in connection with such warranties at Lessee's soie expense. Lessee agrees that (a) all Equipment wili have been purchased by Lessor in accordance with Lessee's specifications from Suppliers seIected by Lessee, (b) Lessor is not a manufacturer or dealer of any Equipment and has no liability for the delivery or instal[ation of any Equipment, (c) Lessor assumes no obli§ation with respect to any manufacturer's or Supplier's product warranties or guaranties, (d) no manufacturer or Supplier or any representative of said parties is an agent of Lessor, and (e) any warranty, representation, guaranty or agreement made by any manufacturer or Supplier or any representative of said parties shall not be binding upon Lessor. 8. TITLE; SECURITY INTEREST. 8.1 Upon Lessee's acceptance of any Equipment under its Lease, title to the Equipment shall vest in Lessee, subject to Lessor's security interest therein and ali of Lessor's ether rights under such Lease including, without limitation, Sections 6, 20 and 21 hereof. 8.2 As coliateral security for the Secured Obligations, Lessee hereby grants to Lessor a first priority security interest in any and all of the Equipment (now existing or hereafter acquired) and any and alt proceeds thereof. Lessee agrees to execute and deliver to Lesser all necessary documents to evidence and perfect such security interest, including, without limitation, Uniform Commercial Code (UCC) financing statements and any amendments thereto. 8.3 "Secured Obligations" means Lessee's obligations to pay all Rent Payments and all other amounts due and payabie under alt present and future Leases and to perform and observe all covenants, agreements and conditions (direct or indirect, absolute or contingent, due or to become due, or existing or hereafter arising) of Lessee under all present and future Leases. 9. PERSONAL PROPERTY. Ail Equipment is and will remain personal property and will not be deemed to be affixed or attached to real estate or any building thereon. 10. MAINTENANCE AND OPERATION. Lessee agrees it shall, at its sole expense: (a) repair and maintain all Equipment in good condition and working order, in accordance with manufacturer's instructions, and supply and install all replacement parts or other devices when required to so maintain the Equipment or when required by applicable law or regulation, which parts or devices shall automatically become part of the Equipment; and (b) use and operate all Equipment in a careful manner in the normal course of its operations and only for the purposes for which it was designed in accordance with the manufacturer's warranty requirements, and comply with ail laws and regulations relating to the Equipment. if any Equipment is customarily covered by a maintenance agreement, Lessee will furnish Lessor with a maintenance agreement by a party reasonably satisfactory to Lessor. No maintenance or other service for any Equipment will be provided by Lessor. Lessee will not make any alterations, additions or improvements "improvements") to any Equipment without Lessor's prior written consent unless the Improvements may be readily removed without damage to the operation, value or utility of such Equipment, but any such Improvements not removed prior to the termination of the applicable Lease shall automatically become part of the Equipment. 11. LOCATION; INSPECTION. Equipment will not be removed from, or if Equipment is rolling stock its permanent base will not be changed from, the Location without Lessor's prior written consent which will not be unreasonably withheld. Upon reasonable notice to Lessee, Lessor may enter the Location or elsewhere during normal business hours to inspect the Equipment. 12. LIENS, SUBLEASES AND TAXES. -3- its Lease. Lessee shall not r et or lend any Equipment or permit it to ' used by anyone other than Lessee or Lessee's employee~. 12.2 Lessee shall pay when due ail Taxes which may now or hereafter be imposed upon any Equipment or its ownership, leasing, rental, sale, purchase, possession or use, upon any Lease or upon any Rent Payments or any other payments due under any Lease. if Lessee fails to pay such Taxes when due, Lessor shall have the right, but not the obligation, to pay such Taxes. If Lessor pays any such Taxes, then Lessee shall, upon demand, immediately reimburse Lessor therefor. "Taxes" means present and future taxes, levies, duties, assessments or other governmental charges that are not based on the net income of Lessor, whether they are assessed to or payable by Lessee or Lessor, including, without limitation (a) sales, use, excise, licensing, registration, titling, gross receipts, stamp and personal property taxes, and (b) interest, penalties or fines on any of the foregoing. 13. RISK OF LOSS. 13.1 Lessee bears the entire risk of toss, theft, damage or destruction of any Equipment in whole or in part from any reason whatsoever ("Casualty Loss"). No Casualty Loss to any Equipment shall relieve Lessee from the obligation to make any Rent Payments or to perform any other obligation under any Lease. Proceeds of any insurance recovery will be applied to Lessee's obligations under this Section 13. 13.2 If a Casualty Loss occurs to any Equipment, Lessee shall immediately notify Lessor of the same and Lessee shall, unless otherwise directed by Lessor, immediately repair the same. 13.3 If Lessor determines that any item of Equipment has suffered a Casualty Loss beyond repair ("Lost Equipment"), then Lessee shall either: (a) immediately rep[ace the Lost Equipment with similar equipment in good repair, condition and working order free and clear of any Liens (except Lessor's Liens) and deliver to Lessor a bill of sale covering the replacement equipment, in which event such replacement equipment shall automatically be Equipment under the applicable Lease; or (b) on the next scheduled Rent Payment date, pay Lessor (i) all amounts owed by Lessee under the applicable Lease, including the Rent Payment due on such date plus (ii) an amount equal to the applicable Termination Value set forth in the Payment Schedule to the applicable Lease. If Lessee is making such payment with respect to less than ail of the Equipment under a Lease, then Lessor will provide Lessee with the pro rata amount of the Rent Payment and Termination Value to be paid by Lessee with respect to the Lost Equipment. 13.4 Lessee shalI bear the risk of loss for, shall pay directly, and shall defend against any and all claims, liabilities, proceedings, actions, expenses (including reasonabIe attorney's fees), damages or losses arising under or related to any Equipment, including, but not limited to, the possession, ownership, lease, use or operation thereof. These obligations of Lessee shalt survive any expiration or termination of any Lease. Lessee shall not bear the risk of toss of, nor pay for, any claims, liabilities, proceedings, actions, expenses (including attorney's fees), damages or losses which arise directly from events occurring after any Equipment has been returned by Lessee to Lessor in accordance with the terms of the applicable Lease or which arise directly from the gross negligence or willful misconduct of Lessor. 14. INSURANCE. 14.1 (a) Lessee at its sole expense shall at all times keep all Equipment insured against all risks of loss or damage from every cause whatsoever for an amount not less than the Termination Value of the Equipment. Proceeds of any such insurance covering damage or loss of any Equipment shall be payable to Lessor as loss payee. (b) The Total Amount Financed as set forth on the Schedule A-1 does not include the payment of any premium for any liability insurance coverage for bodily injury and/or properly damage caused to others and no such insurance will be purchased by Lessor. (c) Lessee at its sole expense shall at all times carry public liability and @roperty damage insurance in amounts reasonably satisfactory to Lessor protecting Lessee and Lessor from liabilities for injuries to persons and damage to property of others relating in any way to any Equipment. Proceeds of any such public liability or property insurance shall be payable first to Lessor as additional insured to the extent of its liability, and then to Lessee. 14.2 All insurers shall be reasonably satisfactory to Lessor. Lessee shall promptly deliver to Lessor satisfactory evidence of required insurance coverage and all renewals and replacements thereof. Each insurance policy wiii require that the insurer give Lessor at least 30 days prior written notice of any -4- error, misrepresentation, omi.~ '~ or neglect of Lessee. The insurance r "~tained by Lessee shall be primary without any right of co~ ,,,~bution from insurance which may be main,~, ~ed by Lessor. 15. PURCHASE OPTION. Upon thirty (30) days prior written notice by Lessee to Lessor, and so long as there is no Event of Default then existing, Lessee shall have the option to purchase all, but not less than all, of the Equipment covered by a Lease on any Rent Payment due date by paying to Lessor ail Rent Payments then due (including accrued interest, if any) plus the Termination Value amount set forth on the Payment Schedule to the applicable Lease for such date. Upon satisfaction by Lessee of such purchase conditions, Lessor shall release its Lien on such Equipment and Lessee shall retain its title to such Equipment "AS-iS, WHERE-iS," without representation or warranty by Lessor, express or imptied, except for a representation that such Equipment is free and clear of any Liens created by Lessor. 16. LESSEE'S REPRESENTATIONS AND WARRANTIES. With respect to each Lease and its Equipment, Lessee hereby represents and warrants to Lessor that: (a) Lessee has full power, authority and legal right to execute and deliver the Lease and to perform its obligations under the Lease, and all such actions have been duly authorized by appropriate findings and actions of Lessee's governing body; (b) the Lease has been duly executed and delivered by Lessee and constitutes a legal, valid and binding obligation of Lessee, enforceable in accordance with its terms; (c) the Lease is authorized under, and the authorization, execution and delivery of the Lease complies with, all applicable federal, state and local laws and regulations (including, but not Iirnited to, all open meeting, public bidding and property acquisition laws) and all applicable judgments and court orders; (d) the execution, delivery and performance by Lessee of its obligations under the Lease will not result in a breach or violation of, nor constitute a default under, any agreement, lease or other instrument to which Lessee is a party or by which Lessee's properties may be bound or affected; (e) there is no pending, or to the best of Lessee's knowledge threatened, litigation of any nature which may have a material adverse effect on Lessee's ability to perform its obligations under the Lease; and (0 Lessee is a state, or a political subdivision thereof, as referred to in Section 103 of the Code, and Lessee's obligation under the Lease constitutes an enforceable obligation issued on behalf of a state or a political subdivision thereof. 17. TAX COVENANTS. Lessee hereby covenants and agrees that: (a) Lessee shall comply with ail of the requirements of Section 149(a) and Section 149(e) of the Code, as the same may be amended from time to time, and such compliance shall include, but not be limited to, keeping a complete and accurate record of any assignments of any Lease and executing and filing Internal Revenue Form 8038G or 8038GC, as the case may be, and any other information statements reasonably requested by Lessor; (b) Lessee shall not do (or cause to be done) any act which wilt cause, or by omission of any act allow, any Lease to be an "arbitrage bond" within the meaning of Section 148(a) of the Code or any Lease to be a "private activity bond" within the meaning of Section 141(a) of the Code; and (c) Lessee shall not do (or cause to be done) any act which will cause, or by omission Of any act allow, the interest portion of any Rent Payments to be or become includable in gross income for Federal income taxation purposes under the Code. 18. ASSIGNMENT. 18.1 Lessee shall not assign, transfer, pledge, hypothecate, nor grant any Lien on, nor otherwise dispose of, any Lease or any Equipment or any interest in any Lease or Equipment. , may grant or assign a securit erest in any Lease and its Equipment, in ,ie or in part, to any party at any time. Any such assignee ,, lien holder (an"Assignee") shall have ail o, ,,~e rights of Lessor under the applicable Lease. LESSEE AGREES NOT TO ASSERT AGAINST ANY ASSIGNEE ANY CLAIMS, ABATEMENTS, SETOFFS, COUNTERCLAIMS, REOOUPMENT OR ANY OTHER SIMILAR DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR. Unless otherwise agreed by Lessee in writing, any such assignment transection shall not release Lessor from any of Lessor's obligations under the applicable Lease. An assignment or reassignment of any of Lessor's right, title or interest in a Lease or its Equipment shali be enforceable against Lessee only after Lessee receives a written notice of assignment which discloses the name and address of each such Assignee. Lessee shall keep a complete and accurate record of all such assignments in the form necessary to comply with Section 149(a) of the Code. Lessee agrees to acknowledge in writing any such assignments if so requested. 18.3 Each Assignee of a Lease hereby agrees that: (a) the term Secured Obligations as used in Section 8.3 hereof is hereby amended to include and apply to ail obligations of Lessee under the Assigned Leases and to exclude the obligations of Lessee under any Non-Assigned Leases; (b) said Assignee shall have no Lien on, nor any claim to, nor any interest of any kind in, any Non-Assigned Leases; and (c) Assignee shall exercise its rights, benefits and remedies as the assignee of Lessor (including, without limitation, the remedies under Section 20 of the Master Lease) solely with respect to the Assigned Leases. "Assigned Leases" means only those Leases which have been assigned to an Assignee pursuant to a written agreement; and "Non-Assigned Leases" means all Leases excluding the Assigned Leases. 18.4 Subject to the foregoing, each Lease inures to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. 19. EVENTS OF DEFAULT. For each Lease, "Event of Default" means the occurrence of any one or more of the following events as they may relate to such Lease: (a) Lessee falls to make any Rent 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; (b) Lessee fails to perform or observe any of its obligations under Sections 12.1, 14 or 18.1 hereof; (c) Lessee fails to perform or observe any other covenant, condition or agreement to be pen'ormed or observed by it under the Lease and such failure is not cured within thirty (30) days after receipt of written notice thereof by Lessor; (d) any statement, representation or warranty made by Lessee in the Lease or in any writing delivered by Lessee pursuant thereto or in connection therewith proves at any time to have been false, misleading or erroneous in any material respect as of the time when made; (e) Lessee applies for or consents to the appointment of a receiver, trustee, conservator or liquidator of Lessee or of ali or a substantial part of its assets, or a petition for relief is filed by Lessee under any federal or state bankruptcy, insolvency or similar law, or a petition in a proceeding under any federal or state bankruptcy, insolvency or similar Jaw is filed against Lessee and is not dismissed within sixty (60) days thereafter; or (f) Lessee shall be in default under any other Lease or under any other financing agreement executed at any time with Lessor. 20. REMEDIES. If any Event of Default occurs, then Lessor may, at its option, exercise any one or more of the following remedies: (a) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all amounts then currently due under all Leases and all remaining Rent Payments due under all Leases during the fiscal year in effect when the default occurs together with interest on such amounts at the highest lawful rate from the date of Lessor's demand for such payment. (b) Lessor may require Lessee to promptly return all Equipment to Lessor in the manner set forth in Section 21 (and Lessee agrees that it shall so return the Equipment), or Lessor may, at its option, enter Upon the premises where any Equipment is located a0d repossess such Equipment without demand or notice, without any court order or other process of law and without liability for any damage Occasioned by such repossession; (c) Lessor may sell, lease or otherwise dispose of any Equipment, in whole or in part, in one or more public or private transactions, and if Lessor so disposes of any Equipment, then Lessor shall retain the entire proceeds of such disposition free of any cIaims of Lessee, provided, that the net proceeds of any such disposition shall be applied to amounts payable by Lessee under clause (a) above of this applicable Schedule A-l; (d) Lessor may terminate, cancel or rescind any Lease as to any and all Equipment; (e) Lessor may exercise any other right, remedy or privilege which may be available to Lessor under applicabfe law or, by appropriate court action at law or in equity, Lessor may enforce any of Lessee's obligations under any Lease; and/or (f) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) ali out-of-pocket costs and expenses incurred by Lessor as a result (directly or indirectly) of the Event of Default and/or of Lessor's actions under this section, including, without limitation, any attorney fees and expenses and any costs retated to the repossession, safekeeping, storage, repair, reconditioning or disposition of any Equipment. None of the above remedies is exclusive, but each is cumulative and in addition to any other remedy available to Lessor. Lessor's exercise of one or more remedies shall not preclude its exercise of any other remedy. No delay or failure on the part of Lessor to exercise any remedy under any Lease shall operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or partial exercise of any remedy preclude any other exercise thereof or the exercise of any other remedy. 21. RETURN OF EQUIPMENT. if Lessor is entitled under the provisions of any Lease, including any termination thereof pursuant to Sections 6 or 20 of this Master Lease, to obtain possession of any Equipment or if Lessee is obligated at any time to return any Equipment, then (a) title to the Equipment shall vest in Lessor immediately upon Lessors notice thereof to Lessee, and (b) Lessee shall, at its sole expense and risk, immediately de-install, disassemble, pack, crate, insure and return the Equipment to Lessor (all in accordance with applicable industry standards) at any location in the continental United States selected by Lessor. Such Equipment shall be in the same condition as when received by Lessee (reasonable wear, tear and depreciation resulting from normal and proper use excepted), shall be in good operating order and maintenance as required by the applicable Lease, shall be free and clear of any Liens (except Lessor's Lien) and shall comply with all applicable laws and regulations. Until Equipment is returned as required above, ali terms of the applicable Lease shah remain in full force and effect including, without limitation, obligations to pay Rent Payments and to insure the Equipment. Lessee agrees to execute and deliver to Lessor all documents reasonably requested by Lessor to evidence the transfer of legal and beneficial title to such Equipment to Lessor and to evidence the termination of Lessee's interest in such Equipment. 22. LAW GOVERNING, Each Lease shall be governed by the laws of the state of the lessee (The "State"). 23. NOTICES. All notices to be given under any Lease shall be made in writing and either personally delivered or mailed by certified mail 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 notices shall be deemed to have been received five (5) days subsequent to mailing if sent by regular or certified mail, or on the next business day if sent by overnight courier, or on the day of delivery if delivered personally. 24. FINANCIAL INFORMATION; INDEMNITY; POWER OF ATTORNEY. Within thirty (30) days of their completion in each fiscal year of Lessee during any Lease Term, Lessee will deliver to Lessor upon Lessor's request the publicly available annual financial information of Lessee. Lessee shall indemnify, hold harmless and, if Lessor requests, defend Lessor and its shareholders, affiliates, employees, dealers and agents against all Claims directly or indirectly arising out of or connected with (a) the manufacture, installation, use, lease, possession or delivery of the Equipment, (b) any defects in the Equipment, any wrongful act or omission of Lessee, or its employees and agents, or (c) any claims of alleged breach by Lessee of this Master Lease or any related document. "Claims" means all losses, liabilities, damages, penalties, expenses (including attorney's fees and costs), claims, actions and suits, whether in contract, tort or otherwise. Lessee hereby appoints Lessor its true and lawful attorney-in-fact (with full power of substitution) to prepare any instrument, certificate of title or financing statement covering the Equipment or otherwise protecting Lessor's interest in the Equipment, to sign Lessee's name with the same force and effect as if signed by Lessee, and to fiie same at the proper location(s); and make claims for, receive payment of, and execute and endorse all documents, checks or drafts for loss, the~, damage or -7- · 25. SECTION HEADINGS. AI, ~¢ction headings contained herein or in any _..hedule are for convenience of reference only and do not define or limit the scope of any provision of any Lease. 26. EXECUTION IN COUNTERPARTS. Each Schedule to this Master Lease may be executed in several counterparts, each of which shall be deemed an original, but all of which shall be deemed one instrument. Only one counterpart of each Schedule shall be marked "Lessor's OriginaP and all ether counterparts shall be deemed duplicates. An assignment of or security interest in any Schedule may be created through transfer and possession onty of the counterpart marked "Lessor's Original." 27. ENTIRE AGREEMENT; WRITTEN AMENDMENTS. Each Lease, together with the exhibits attached thereto and made a part hereof and other attachmants thereto, and other documents or instruments executed by Lessee and Lessor in connection therewith, constitute the entire agreement between the parties with respect to the lease of the Equipment covered thereby, and such Lease shall not be modified, amended, attered, or changed except with the written consent of Lessee and Lessor. Any provision of any Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the Lease. City of Jeffersonville ("Lessee") /'3, f~ 501 E. Court'va. Jeffersonville, IN 47130 Oshkosh Capital ("Lessor") Title Funding Author~ 10 West Broad Street, Suite 310 Columbus, OH 45215 LEASE SCHEDULE NO. 385280002 Dated As Of August 23, 2002 This Lease ScheduIe (this "Schedule") is attached and made a part of the Master Lease-Purchase Agreement referenced below, together with all exhibits, schedules, addenda, and other attachments thereto, executed by Lessee and Lessor (the "Lease"). Unless otherwise defined herein, capitalized terms will have the same meaning ascribed to them in the Master Lease. Alt terms and conditions of the Master Lease are incorporated herein by reference. To the extent that there is any conflict between the terms of the Lease and this Schedule, the terms of this Schedule shall control. Master Lease-Purchase Agreement dated August 23, 2002 EQUIPMENT DESCRIPTION. As used in the Lease, "Equipment" means all of the property described in Schedule A-1 attached to this Schedule and ail attachments, additions, accessions, pads, repairs, improvements, replacements and substitutions thereto. RENTAL PAYMENTS; LEASE TERM. The Rental Payments to be paid by the Lessee to Lessor, the commencement date thereof and the lease term of this Lease Schedule are set forth on the Schedule A-1 attached to this Lease Schedule. ESSENTIAL USE; CURRENT INTENT OF LESSEE. Lessee represents that the use of the Equipment is essential to Lessee's proper, efficient and economic functioning or to the services that Lessee provides to its citizens and the Equipment will be used by Lessee only for the purpose of performing its governmental or proprietary functions consistent with the permissible scope of its authority. Lessee currently intends for the full Lease Term: to use the Equipment; to continue this Lease; aad (if applicable) to make Rent Payments if funds are appropriated in each fiscal year by its governing body. ACCEPTANCE OF EQUIPMENT. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT (A) LESSEE HAS RECEIVED AND INSPECTED ALL EQUIPMENT; (B) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS, CONTRACTS AND SPECIFICATIONS; (C) LESSEE ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE IS"; AND (D) LESSEE WAIVES ANY RIGHT TO REVOKE SUCH ACCEPTANCE. BANK QUALIFIED. LESSEE CERTIFIES THAT IT HAS DESIGNATED THIS LEASE AS A QUALIFIED TAX-EXEMPT OBLIGATION IN ACCORDANCE WITH SECTION 265(b)(3) OF THE CODE, -I'HAT IT HAS NOT DESIGNATED MORE THAN $10,000,000 OF ITS OBLIGATIONS AS QUALIFIED TAX-EXEMPT OBLIGATIONS iN ACCORDANCE WITH SUCH SECTION FOR THE CURRENT CALENDAR YEAR AND THAT IT REASONABLY ANTICIPATES THAT THE TOTAL AMOUNT OF TAX-EXEMPT OBLIGATIONS TO BE ISSUED BY LESSEE DURING THE CURRENT CALENDAR YEAR WILL NOT EXCEED $10,000,000. RE-AFFIRMATION OF THE MASTER LEASE-PURCHASE AGREEMENT. Lessee hereby re-affirms all of its representations, warranties and obligations under the Master Lease Purchase Agreement (including, without limitation, its obligation to pay all Rental Payments, its disclaimers in Section 7 thereof and its representations in Section 6.1 and 16 thereof). City of Jeffersonville ("Lessee")~ .,~ ..¢ ~'//¢, /¢'//~ Oshkosh Capital ("Lessor") Title: Funding Authority Schedule A-1 1, EQUIPMENT LOCATION & DESCRIPTION: City of Jeffersonville 735 Wall Street Jeffersonvitte, IN 47130 Clark County 2003 75' Quint Pierce Dash VIN # LEASE PAYMENT SCHEDULE, (a) Accrual Date: (b) Amount Financed: i. Equipment Purchase Price ii. Purchase Price Deductions Prepay Discounts Trade In Total Amount Financed (Cash SaLe Price minus iii. Purchase Price Deductions) August 28,2002 $ 514,337.00 $ 0.00 $16,814.00 $ 0.00 $ 497,523.00 (c) Payment Schedule: Accrual Date: August 28,2002 Rent Payment Rent Payme~t Rer.t Paymen* In.erest Number [)ate ,¢,moun'~ p~rtion 1 09/15/2002 100,000.00 I 145.80 2 08128/2003 67,926.4,0 ' 17,699.69 3 08/2812004 67,926.40 16,272.25 4 08/28/2005 67,926.40 ! 3,860.00 5 08/28/2006 67.926.40 11,3.~5.10 6 0812812007 67,926.40 8,692.28 7 08128/2008 67,926.40 5,926.05 8 08/28/2009 67,9,.6.4~, 3.03'~.63 Termination Principal Portion Value $ $ 98,854.20 406,642.18 50,226.71 355,410.93 51,654.15 302,723.70 54,066.40 247,575.97 56.591.30 189,852.84 59,234.12 129,434.04 62.000.35 66,193.69 64,895.77' 0,00 City of Jefferso~nville Title: ~ Oshkosh Capital ("Lessor") Title: Fun~ing ^uthodt~ VEHICLE SCHEDULE ADDENDUM Dated As Of August 23, 2002 Schedule to Lease Schedule No. 385280002 Dated August 23, 2002 Lessee: City of Jeffersonville Reference is made to the above Lease Schedule ("Schedule") to the Master Lease-Purchase Agreement identified in the Lease Schedule ("Master Lease") by and between Oshkosh Cap tal( Lesso ) and the above Lessee ("Lessee"). This Addendum amends and modifies the terms and conditions of the Schedule and is hereby made a par~ of the Schedule. Unless otherwise defined herein, capitalized terms defined in the Master Lease shalf have the same meaning when used herein. NOW THEREFORE, as part of the valuable consideration to induce the execution of the Schedule, Lessor and Lessee hereby agree to amend the Schedule as follows: 1. In the event that any unit of Equipment covered by the Schedule is a vehicle or trailer under applicable State law, then the following provisions shall also apply to the Schedule to the extent permitted by law, (a) each manufacturer's statement of origin and certificate of title shall state that Lessor has the first and sole lien on or security interest in such unit of Equipment; (b) the public liability and property damage insurance required by the terms of the paragraph titled "insurance in the Master Lease shall be in an amount not less than $500,000.00 per person insured and $1,000,000.00 combined single limit per unit per occurrence (provided, that if the unit of Equipment is a bus or other passenger vehicle, then such insurance amount shatl be such larger amount as may be reasonably required by Lessor) and $500,000.00 for damage to property of others; (c) Lessee shall furnish and permit only duly licensed, trained, safe and qualified drivers to operate any such unit of Equipment, and such drivers shall be agents of Lessee and shall not be agents of Lessor; and (d) Lessee shall cause each such unit of Equipment to be duly registered and licensed as required by applicable State law with Lessor noted es lien holder and Lessee as owner. 2. Except as expressly amended by this Addendum and ether modifications signed by Lessor, the Schedule remains unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced above. Ci~t¥ of Jefferso. j:ville Oshkosh Capitat ("Lessor") By: - / Title: Funding Author~y.../ THREE PARTY AGREEMENT D,.ted es of August 23.20C2 "Lessee" means Ci.t? cf, Jeffersonvirle 'Schedule" means Lease Schedule No. 38S2g0002 Dated August 23~ 2002, together w~h P.~ Schedule A-1. Reference is made to the Lease Schedute ("Schedule") and to the Mas[er Leese~ Purchase Agreement ("Master Lease") identified in said Lease Schedule, d~crlbed above be'ween Oshkosh Capital ("Lessor') and the Lessee identified above which relates to Equipmer~t described in Schedule A-1 to the Lease Schedule attached therein ("Equipment"} to be supplied by Pierce Manufacturin.g. Inc. ("Supplier"). For good and valuabie conaideratior~, recei¢ of whic~ is hereby acknowledged, Lessee, Lessor and Supplier hereby agree as fallow's: Notwithstanding anythln9 to the contrary in the Lease Schedule, Lessee hereby notifies Lesser that the Equtl~ment has not yet been delivered to Lessee and the Equipment has not ye[ beep, accepted by Lessee fur purposes of f~e Lease Schedule. Lessee agrees to e.xecu[e and deliver to Lessor ~, Delivery and Acceptance Certificate in the form attached hereto as F.~hlbtt A upon the oiroumSar~ces set forth in said Cert~c~te. 2. All parties hereto agree that the Purchase Price of the Equipment shall be as set for~q below if Da, id Pgrchasa Price 15 paid on or before the Advance Payment Da~e ae~: forth below:. Purchase Prise: Vendor Dlscount~: Advance Payment Date: $514,337.00 $16r81,4,00 Au~u~ 28,2002 Upon execution of the Lease S~neduie and delivery of all documer~t~ rotating theret~ raq uired by Lessor, L~aee agrees ~at it ~hall pay ~e Lessee Down Paym~t ~d belo~ and Le~or egr~ that it ~hall pay the balance of the PurSa~e Pri~ (the '~oun~ Financed") stated below, Less~ agrees that the Lease Term and L~see's obtig~on to Paymen~ shall commen~ ~n the dote set fo~h in the Lease Schedule n~i~ndin~ the deltveW of the Equipment at a iater Lessee Down Payment: Trade in: Amount Financed: $0.00 $0,00 $497,$23,00 4. (al Supplier anticipates [nat it snail detiver ~,e Equipment ~ Lessee by the Antlcipatm:l Delivery Date s~t f~th below, Anticipated Delivery Da~: Aprl128, 2003 (b) Suppiier hereby agrees that it shell deliver the Equipment ia Lessee no la ~ter then [ne Outside Delivery Date set forth below and that such Equipment shall comply with afl specifications and requiremen*~s of Lessee and wP, h the terms and cond~ions of any purch, ase ordei'/pbrchase agreement retating thereto. Outside Delivery Date; June 26~ g00~ if Suppller dot;vets ~e Equipment t~ Les~e~ in accordance v,'ith subparagraph ;4(b) horeef after the Anticipated DeliveW date but on or before the Outsid~ DeliveW g~te, ~an Suppiler agr~ to pay ali in~er~ that has ac~ed under ~e Lease Schedule ff0~ ~nd includin9 the A~ticipated Delivery d~te t~rough the date ~a~ ~Uppl~r ~ivers ~he Equipment to L~s~ ~n ~rdan~ w~th subpa~graph ~(b) her~f, G, ~f for any r~o~ ~at~o~v~r Supplier faits ~o comply with ~ agreemen~ s~t fo~ sub~g~ph ~(b) of ~is Agreemem by the Out~ide Delive~ Da~e, than Supp;i~r hereby 8~ree~ a~ follow~: (a) On the Erst business day after th~ Ou[slde Del~vew Date. Supplier shall pay [o Lessee ~e L~see Down Paymen~ pfus i~[¢rest at ~e Pdme Ra~ p~us oCe p6*~nt (l%) per annum from ~e A~nce Payment Date ~ the da[e of such (b) On ~e ~rst business day a~er ~h60umide Del~e~ Date, Supplier shall pay to Less~ Amount ~nan~ plus ~nter¢st at ~e Prime Rate plus one peroent (1%) per annum ffo~. the Advice Paymen[ D~e ~ the date of such ~yment; (c) "pdme Rate" mesns the prime rate of interest as published ~om time m dine in the ~eet Journal 7. I~ Supplier mak~ ~e paymen~ d~crib¢ ~ pa~raph 6 above u~dar ~e s~ fe~ above and if L~ee ~as oth~se paid and pe~orm~ [~ obligations under the L~e Schedule as of sue paymem date. ~en L~ee and Lessor agree ~a[ ~e Schedule shall te~inate as of ~e da[~ of such payman~ by Supplier. 8. ~pt ~ e~ressiy se[ ~dh h~[n, the Lease Schedule and te~ and condl(iCs ~f purchase ordedpdrc~sse agreemem for ~e Equipment remain unchanged and in ~tl and IN WITNESS WHEREOF, ~e du~y authorized o~ of ~e pa~ set fo~ below hereby execu~ and d~er this Agreement as ef the da~e flint ~en C~ of Je~rsonvilte O~hkoSh Capital ~e: Tttte: Fundin~ Author~r ~ ,P?rce ManufaCurlng, inc. THREE PAR'rYAGREE ENT Dated as of August 23, 2002 "Lessee" means City of Jeffersonville "Schedule" means Lease Schedule No. 385280002 Dated August 23, 2002, together with its Schedule A-1. Reference is made to the Lease Schedule ("ScheduIe") and to the Master Lease- Purchase Agreement ("Master Lease") identified in said Lease Schedule, described above between Oshkosh Capital ("Lessor") and the Lessee identified above which relates to Equipment described in Schedule A-1 to the Lease Schedule attached therein ("Equipment") to be supplied by Pierce Manufacturing, Inc. ("Supplier"). For good and valuable consideration, receipt of which is hereby acknowledged, Lessee, Lessor and Supplier hereby agree as follows: 1. Notwithstanding anything to the contrary in the Lease Schedule, Lessee hereby notifies Lessor that the Equipment has not yet been delivered to Lessee and the Equipment has not yet been accepted by Lessee for purposes of the Lease Schedule. Lessee agrees to execute and deliver to Lessor a Delivery and Acceptance Certificate in the form attached hereto as Exhibit A upon the circumstances set forth in said Certificate. 2. All parties hereto agree that the Purchase Price of the Equipment shall be as set forth below if said Purchase Price is paid on or before the Advance Payment Date set forth below: Purchase Price: Vendor Discounts: Advance Payment Date: $514,337.00 $16,814.00 A.~ugust28,2002 · 3. Upon execution of the Lease Schedule and delivery of all documents relating thereto required by Lessor, Lessee agrees that it shall pay the Lessee Down Payment stated below and Lessor agrees that it shall pay the balance of the Purchase Price (the "Amount Financed") stated below. Lessee agrees that the Lease Term and Lessee's obligation to pay Rent Payments shaIl commence on the date set forth in the Lease Schedule notwithstanding the delivery of the Equipment at a tater date. Lessee Down Payment: $0.00 Trade In: $0.00 Amount Financed: $497,523.00 (al Supplier anticipates that it shall deliver the Equipment to Lessee by the Anticipated Delivery Date set forth beiow. Anticipated Delivery Date: April28,2003 (b) Supplier hereby agrees that it shall deliver the Equipment to Lessee no later than the Outside Delivery Date set forth below and that such Equipment shall comply with all specifications and requirements of Lessee and with the terms and conditions of any purchase order/purchase agreement relating thereto. Outside Delivery Date: June 28, 2003 If Supplier delivers the Equipment to Lessee in accordance with subparagraph 4(b) hereof after the Anticipated Delivery date but on or before the Outside Delivery Date, then Supplier agrees to pay all interest that has accrued under the Lease Schedule fro,~ and City of Jeffersonvilte. t. ~ ,.'¢l., ' Pierce Manufacturing, Inc. ~Supplie¢) including the Anticipated Delivery date through the date that Supplier delivers the Equipment to Lessee in accordance with subparagraph 4(b) hereof. 6. If for any reason whatsoever Supplier fails to comply with its agreements set forth in subparagraph 4(b) of this Agreement by the Outside Deiivery Date, then Suppiier hereby agrees as follows: (a) On the first business day after the Outside Deiivery Date, Suppiier shat[ pay to Lessee the Lessee Down Payment plus interest at the Prime Rate plus one percent (1%) per annum from the Advance Payment Date to the date of such payment; (b) On the first business day after the Outside Delivery Date, Supplier shall pay to Lessor the Amount Financed plus interest at the Prime Rate plus one percent (1%) per annum from the Advance Payment Date to the date of such payment; and (c) "Prime Rate" means the prime rate of interest as published from time to time in the Wall Street Journal. 7. If Supplier makes the payments described in paragraph 6 above under the circumstances set forth above and if Lessee has otherwise paid and performed its obligations under the Lease Schedule as of such payment date, then Lessee and Lessor agree that the Lease Schedule shali terminate as of the date of such payments by Supplier. 8. Except as expressly set forth herein, the Lease Schedule and terms and conditions of the purchase order/purchase agreement for the Equipment remain unchanged and in full force and effect. IN WITNESS WHEREOF, the duly authorized officers of the parties set forth below hereby execute and deliver this Agreement as of the date first written above. Oshkosh Capital ("Lessor") Title: Funding Authorities---~ By: Title: IO:~$am From-C1TYOFJsffsr~onvili~ +81Z2858485 T-lZ8 P.O~/04 RESOLUTION No. 2002-R- A Resolution Approving Lease Financing Agreement For Purchase Of Fire Truck CIb//Lessee: Cty of Jeff'er~onvi[le Principal Amount Expected To Be Financed: .~t90.111.0{3 WHEREAS, the City of Jeffersenville (the "Cit~) ts a political subdMslon of the State of Indiana (the "State") and is duly organ[zed and existing pursuant to the Constitution and laws of the State; and WHEREAS, pursuant to applicable law, the Jeffersonviile Common Council ("Governing Body') is authorized to approve financing encumbering real and personal proper'b/, including, without limitation, rights and interest in property, leases and easements necessary to the functions or operations of the City. WHEREAS, the Governing Body hereby finds and determines that the execution of one or more Master Lease-Purchase Agreements ("Leases") in the principal amount not exceeding the amount stated above for the purpose ef acquiring the property ("Equipment") to be described in the Leases is appropriate and necessary to the functions end operations of the City. WHEREAS, Oshkosh Capital ("Lessor") shall act as Lessor under said Leases. NOW, THEREFORE. Be It Ordained by the Governing Body of the City: Section 1. The Mayor of the City (the "Authorized Representative"), acting on behalf of the City, is hereby authorized to negotiate, enter into, execute, and deliver one or more Leases in substantially the form set forth in the document presently before the Governing Body, which document is available for publlc inspection at the office Of the City. The Authorized Representative acting on behalf of the City is hereby a~thor~.ed to negoUata, enter into, execute, and deliver such other documents relating to the Lease as the AuthoriT..ed Representative deems necessary and appropriate. A~I ether related contracts and agreements necessary and incidental to the Leases are hereby authorized. Section 2. By a Wr~en instrument signed by any Author[zed Representative. said Authorized Representative may designate specifically Identified officers or employees of the City to execute and deliYer agreements and documents relating to the Le~ses on behalf of the City. Section 3. The aggregate original principal amount of the Leases shell not exceed the amount stated above and shall bear interest aa set forth in the Leases and the Leases shall contain such options to purchase by the City as set forth therein. Section 4. The City's obligations under the Leases shall be subject to annual appropriation or renewal by the Governing Body as sef. forth in each Lease and the City's obligations under the Leases shall not constitute general obligations of the City or indebtedness under the Constitution or laws of the State. Section 5. As to each Lease, the City reasonably anticipates to issue not more than $10,000,000 of tax- exempt obligations (other than 'private activity bonds" which are not "quaIified 501(c)(3) bends") during the fiscal year in which each such Lease is issued and hereby designates each Lease as a ClUelEied tax- exempt obligation for purposes of Section 255(b) cf the Internal Revenue Code of '1986, as amended. Section 6. This resolution shall take effect immediately upon Its adoption and approval. ^u~-29-OZ 10:5S~ ~r~-CiTYOFjeffersonvilla ADOPTED AND APPROVED on this \O, day of ~c~,)~_~-.- .. 2002. ATTEST: Clerk-Treasure¢ Presented by me as Clerk-Treasurer to the Mayor of said City of Jeffersonvitle at _ ct o'c~ock~m., this_~ dayof~ O~,,~,~~'' ~ 2002. ~eggy WiFder Clerk-Treasurer The undersigned Clerk-Treasurer of the above~named City hereby certifies and attests that the undersigned has access to ~hyetl~effi~a[ records of the Governing Body of the City, that the foregoing resolution was duly adopted ovemir~g Body of the City at a meeting of the Governing Body and that such resolutions have net been amended ~ altere~ and are in full force and effect on the date st,Ced below. LESSEE: ~_ le ~-Treasurer [SEAL] Au~-Z~-02 lO:5~am Fror~-¢]TYOFJeffer~onville +~]22~:6~-~8 T-I2~ P.D4/04 CERTIFICATE OF INCUMBENCY Lessee: City of Lease Schedule NO.: Dated: Aucust 15. 200;~ I, the undersigned Clerk-Treasurer idenUfied below, do hereby cerfi~ that I am the duly e[ected or appointed and acting Clerk~Treasurer of the above Lessee (the 'Lessee"), a political subdMsion duly o~9anized and existing under the laws of the State of Indiana, that I have the fl0e stated below, and ~hat, as of the date hereof, the individuals named below are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names, [NOTE: Use same tfttes as Authorized Representatives stated in Resolutions.] Thomas F{, Galligan PeggyWilder Mayor and Presiding Officer of the Common Council Clerk-Treasurer Signature IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such Lessee as of the date set forth below. Peggy Wild~,'Ct~rk-Treasurer of Lessee Date: <~- ~=~ ~ '~:~ [SEAL]