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Home My WebLink AboutTCF EQUIPMENT FINANCE SANITARY SEWER BOARD DEPARTMENT OF LAW /G�T Y �, Les Merkley. Corporation Counsel;Director of Legal Affairs /W� o N 812-285-6493 office W 812-285-6403 fax vwww.cityofjeff.net �Rgp � Jeffersonville City Hall 500 Quartennaster Court,Suite 250 Jet3'ersonvillc. Indiana 47130 OPINION OF COUNSEL Date: September 6,2016 Lessee: City of Jeffersonville(IN) Jeffersonville City Hall 500 Quartermaster Court, Suite 300 Jeffersonville, IN 47130 Lessor: TCF Equipment Finance,a division of TCF National Bank I 1100 Wayzata Blvd, Suite 801 Minnetonka, MN 55305 Re: Schedule of Equipment No.001-0567153-301 to Master Equipment Lease Purchase Agreement 567153L dated as of September 6,2016, by and between City of Jeffersonville(IN)and TEquipment Finance,a division of TCF National Bank. CF CFE Euip q pment Ladies and Gentlemen: I have acted as counsel to Lessee with respect to the Schedule of Equipment No. 001-0567153-30 Equipment Lease Purchase Agreement described above and the related escrow agreement, if an and all attachments,exhibits and schedules thereto(together,the Ito Master have reviewed a duplicate original or certified co "Lease")and various related matters,and n this capacity other documents as I deem relevant, it is my opine n that: Lease. Based upon the examination of these and such I. Lessee is a public corporation and political subdivision of the State of Indiana Section 103 of the Internal Revenue Code of 1986,as amended, is duly organized,existingand Constitution and laws of the State,and has a substantial amount of the follow* (the"State")within the meaning of tax,(b)the power of eminent domain,and c operating under the of Jeffersonville(IN). O p°I1Ce Power. The full, true and correct rlegal name of Lessee�s city o 2. Lessee is authorized and has power under State law to enter into the Lease and lease the equipment option to purchase,and to carry out its obligations thereunder and the transactions contemplated approval,consent or withholding J q thewith an with respect to the entering into or performance by the lessee of the lease and the transactionp thereb 0 objection is required from any Federal,State or local governmental authority y. No further 3. The Lease and the other documents described above have been dulyauthorized, contemplated thereby. delivered by and on behalf of Lessee,and the Lease is a valid and binding contract of Lessee enforceable accordance with its terms, except to the extent limited by State and Federal laws ffapproved,executed and bankruptcy,reorganization or other laws of general application relating to or affecting the enforcement in rights. affecting remedies and by rcement of creditors' 4. Lessee has no authority(statutory or otherwise)to terminate the Lease prior to the end of its term for any reason other than pursuant to the terms of Section 3.05(a)and(b)of the Lease. An equal opportunity employer. 5. The authorization,approval and execution of the Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws,public bidding laws and all other applicable State and Federal laws. 6. The execution of the Lease and the appropriation of moneys to pay the payments coming due under the Lease do not result in the violation of any constitutional,statutory or other limitation relating to the manner, form or amount of indebtedness which may be incurred by Lessee. 7. There is no litigation,action,suit,or proceeding pending or before any court,administrative agency,arbitrator or governmental body,that challenges the organization or existence of Lessee;the authority of the Lessee or its officers;the proper authorization,approval and execution of the Lease and the other documents described above;the appropriation of monies to make Rental Payments under the Lease for the current fiscal year,or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby. 8. The equipment leased pursuant to the Lease constitutes personal property and when subject to use by Lessee will not be or become fixtures under applicable law. 9. The leasing of the equipment pursuant to the Lease is exempt from all sales, use and documentary stamp taxes against either Lessor or Lessee during the term of the Lease,and such equipment will be exempt from all state and local personal property or other ad valorem taxes. This opinion of counsel may be relied upon by TCF Equipment Finance,a division of TCF National Bank and its successors and assigns. Very truly yours, --S� Leslie D. Merkley Corporation Counsel ACORQ CITYO-1 CERTIFICATE OF LIABILITY INSURANCE - THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLMM/oDrvvvyl CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY HElQJ2016 BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED DER. THIS REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. POLICIES IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED ctto the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights certificate holder in lieu Of such endorsement(s), subject to PRODUCER g is to the ISL CONTACT Insurance and Investment Group NAME Jerry Rauck 301 East Utica St. PHONE (A/C,N. e.q 812-246-6333 FAASellersbuIN 47172 (ac,c , a oRess peggyf@isu-iig.com Rau ,Z 812-246-6335 INSURER(S)AFFORDING COVERAGE INSURED City Of,Jeffersonville - INSURER A Travelers Insurance NAIL to 500 Quartermaster Court INSURER 6' Jeffersonville, IN 47130 INSURER C INSURER D INSURER E COVERAGES CERTIFICATE NUMBER: NsuRER F THIS IS TO CERTIFY THAT THE POLICIES OF 'NSURANCE LISTED BELOW HAVE BEEN ISSUEC TO THE INSUREREVISION D NAMED ABOVE F INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT 70 WHICH 7 CERTIFICATE MAYO ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TER EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMI TS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS OR THE POLICY PERIOD INSR HIS LTR TYPE OF INSURANCE ADOL SUeR MS A X COMMERCfAL GENERAL UA6ILITY POLICY NUMBER POLICY EFF POLICY E%P -- MM/DD/YYVY MM/DD/YYYY UMTS :I AIMS Lb.;1f- X i'�: ZLP-14763464 EACH OCCURRENCE X 10,000 Ded/Occu 01/01/2016 01/01/2017 DAMAGE To RENTED S 1,000,00 X Cyber Liability PREMISES(Ea occurrence) S 500,00 ZPL 15R6176A 01/01!2016 01/01/2017 MED EXP S Exclude GENL AGGREGATE LIMIT APPLIES PER PERSONAL R ADV INJURY S 1,000,00 POLICY /ECT LOC GENERAL.AGGREGATE E 2,000.00 OTHER PRODUCTS-COMP/OP AGG S AUTOMOBILE LIABILITY -- -------_.__._ Z,000,OOiA cyb@r Lla E 50.00 X ANY AUTO _:W5`itleOtSINGI_LIMIT E ALL OWNED X 81-008165147 01/01/2016 01/01/2017 F30DILYINJURY(PLvper1.000,00 AUTOS _AUTOSULEO E j HIRED AUTOS NON-OWNED BODILY INJURY(Per I _AUTOS acpdenU E L. TY Per a c )RdentDAMAGE S UMBRELLA LIAR X I OCCUR - E A EXCESS UAB CLAIMS-Mnoe ZUP-14763496 EACH OCCURRENCE 01/01/2016 01/01!2017 E 4,000,00 ---- OLD X RETENnONE 10000 AGGREGATE WORKERS COMPENSATION S 4,000,00 AND EMPLOYERS'LLASIUTY ------- '-"-'----- E A A^Y oRUPRIE-CR/PARTNER/LXECUTIVE OFgC]FR'MEMBFR EXCWOEDO i i'q NIA UB-5C579967 X STATUTE 01/01/2016 01/01/2017 ER (Mandatory In NH) �.._� E L EACH ACCIDENT ( It es Oeaa,tsendLy E 1,000.000+ DESCRIPTION OF OPERATIONS Delo% EL DISEASE-EA EMPLOYEE E 1,000,000( A Leased/Rented Equi 63050552193 EL DISEASE-POLICY LIMIT S 1,000,00 01/01/2016 01/01/2017 Limit 100,00 —_— _ Ded DESCRIPTION OF OPERATIONS;LOCATIONS VEHICLES (ACORD 101.Additional Remarks Schedule,may bs attached I/nlere 2,50 See holder notes I CERTIFICATE HOLDER CANCELLATION TCF-EQP SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE TCF National Bank THE EXPIRATION DATE THEREOF, NOTICE Marie Gronlund ACCORDANCE WITH THE POLICY PROVISIONS. WILL BE DELIVERED IN 11100 Wayzata Blvd Ste 801 Minnetonka,MN 55305 AUTHORIZED REPRESENTATIVE - --- ACORD 25(2014/011 Tr�1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD HOLDER TCF-EQPNOTEP1D: CITY0-1 PAGE µ INSURED'S NAME City of Jeffersonville OP ID: SS 09/06/2016 TCF National Hank is loss payable and additional insured on Contract # -001-0567153-3012016 Freightliner 114SD Vin# 1FVHG3CYOGHHAO696 with a (Vac-Con VXPD4212LH'E HydroExcavator, S/N:01167426 together with all lattachments and accessories thereto. value $400,000. $1000 Deductible Comprehensive $2500 Deductinble Collision i! I 1 i I I t i� I i i r I i I i i I I � I r I I I f i tcf equipment fuzance MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO.567153L Master E ui ment Lease Purchase Agreement Number 567153E Dated Se tember 6,2016 "Lessee" City of Jeffersonville(IN),Jeffersonville City Hall,500 Quartermaster Court,Suite 300,Jeffersonville,IN 47130 Fax:(812)285-6454 "Lessor" E-mail: lashack@cityotjeffnet TCF Equipment Finance,a division of TCF National Bank, 11100 Wayzata Blvd,Suite 801,Minnetonka,MN 55305 Fax:952-656-3273 E-mail:customerservicena,tcfefcom RECITALS: I. Lessee desires to lease certain property from the Lessor described in the schedules to this Agreement that are to be executed from time to time by the parties hereto (such schedules, whether now or hereafter executed, are hereby incorporated herein and are hereinafter collectively referred to as the "Schedules," and the items of property leased to Lessee hereunder, together with all substitutions,proceeds,replacement parts, repairs,additions,attachments,accessories and replacements thereto, thereof or therefor,are hereinafter collectively referred to as the"Equipment")subject to the terms and conditions of and for the purposes set forth in this Agreement. 2. The relationship between the parties shall be a continuing one and items ofro erty may be added to or deleted from the Equipment from time to time by execution of additional Schedules by the parties hereto and as otherwise provided herein. P P 3. Lessee is authorized under the constitution and laws of the State to enter into this Agreement for the purposes set forth herein. NOW,THEREFORE,for and in consideration of the premises hereinafter contained,the parties hereby agree as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions. The following terms will have the meanings indicated below unless the context clearly requires otherwise: "Agreement"means this Master Equipment Lease Purchase Agreement No.567153L including the Schedules and any other schedule,exhibit or escrow agreement made a part hereof by the parties hereto,together with any amendments to this Agreement. "Code"means the Internal Revenue Code of 1986,as amended. "Commencement Date"means,with respect to any Schedule,the date when the term of this Agreement with respect to that Schedule and Lessee's obligation to pay rent under that Schedule commence,which date(a) Lessee hereby authorizes Lessor to fill in on the executed payment scheduled attached to each Schedule, and (b) shall be the earlier of(i) the date on which the Equipment listed in that Schedule is accepted by Lessee in the manner described in Section 5.01, or (ii) the date on which sufficient moneys to purchase the Equipment listed in that Schedule are deposited for that purpose with an escrow agent. "Equipment" means the property described in a Schedule and all replacements, substitutions, repairsrestorations, modifications, attachments, accessions, additions and improvements thereof or thereto. Whenever reference is made in this , Agreement to Equipment listed in a Schedule, that reference shall be deemed to include all replacements, repairs, restorations, modifications and improvements of or to that Equipment. "Event of Default"means,with respect to any Lease,an Event of Default described in Section 12.01. "Issuance Year"is the calendar year in which the Commencement Date occurs. "Lease"means an individual Schedule and this Agreement. Mum_Leax_Maskr_Leese ver.04.20.16 3( )87 7/1412016 12:14 PM Page f of 12 "Lease Term"means,with respect to any Lease, the Original Term and all Renewal Terms of that Lease, but ending on the occurrence of the earliest event specified in Section 3.03. "Lessee"means the entity described as such in the header of this Agreement,its successors and its assigns. "Lessor"means,with respect to each Schedule and the Lease of which that Schedule is a part,(i)if Lessor's interest in,to and under that Schedule has not been assigned pursuant to Section 11.01, the entity described as such in the header of this Agreement or its successor, or(ii) if Lessor's interest in, to and under that Schedule has been assigned pursuant to Section 11.01,the assignee thereof or its successor. "Maximum Lease Term"means,with respect to any Lease,the Original Tent and all Renewal Terms through the Renewal Term including the last Rental Payment Date set forth on the Schedule that is part of that Lease. "Net Proceeds"means the amount remaining from the gross proceeds of any insurance claim or condemnation award after deducting all expenses(including attorneys'fees)incurred in the collection of such claim or award. "Original Term"means, with respect to any Lease, the period from the first Commencement Date for any Schedule under that Lease until the end of the fiscal year of Lessee in effect at that Commencement Date. "Purchase Price"means the amount set forth on any Schedule that Lessee may,at its option,pay to Lessor to purchase the Equipment listed on that Schedule. "Renewal Terms"means,with respect to any Lease,the optional renewal terms of that Lease,each having a duration of one year and a term co-extensive with Lessee's fiscal year. "Rental Payment Dates"means the dates set forth in the Schedules on which Rental Payments are due. "Rental Payments"means the basic rental payments payable by Lessee pursuant to Section 4.01. "Schedule"means any schedule to this Agreement,executed from time to time by the parties hereto. "State"means the State of Lessee's organization. "Vendor" means a manufacturer of Equipment as well as the agents or dealers of the manufacturer from whom Lessor Purchased or is purchasing Equipment. ARTICLE If REPRESENTATIONS AND COVENANTS OF LESSEE Section 2.01. Representations and Covenants of Lessee Lessor as follows: . Lessee represents, warrants and covenants for the benefit of (a) Lessee is a political subdivision duly organized and existing under the constitution and laws of the State. Lessee will do or cause to be done all things to preserve and keep in full force and effect its existence as a body corporate and Politic. Lessee has a substantial amount of one or more of the following sovereign powers: (a)the power to tax,(b)the power of eminent domain,and(c)police power. (b) Lessee is authorized under the constitution and laws of the State to enter into this Agreement and the transaction contemplated hereby and to perform all of its obligations hereunder. (c) Lessee has been duly authorized to execute and deliver this Agreement by proper action and approval of its governing body at a meeting duly called, regularly convened and attended throughout by a requisite majority of the members thereof or by other appropriate official approval. (d) This Agreement constitutes the legal,valid and binding obligation of Lessee enforceable in accordance with its terms,except to the extent limited by applicable bankruptcy,insolvency,reorganization or other laws affecting creditors' rights generally. (e) No event or condition that constitutes,or with the giving of notice or the lapse of time or both would constitute. an Event of Default exists at the date hereof. Muni Lease_Mast"Leave ver.04.20.16 309087 711412016 12:14 PM Page 2 of 12 M Lessee has, in accordance with the requirements of law,fully budgeted and appropriated sufficient funds for the obligations under this Agreement,and such funds have not been expendecurrent fiscal year to make the Rental Payments scheduled to come due during the current fiscal year and to meet its other d for other purposes. (g) Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the acquisition by Lessee of the Equipment hereunder. (h) There is no action, suit,proceeding,inquiry or investigation,at law or in equity,before or by any court,public board or body,pending or threatened against or affecting Lessee,nor to the best knowledge of Lessee is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Agreement or any other document,agreement or certificate which is used or contemplated for use in the consummation of the transactions contemplated by this Agreement or materially adversely affect the financial condition or properties of Lessee. (i) All authorizations,consents and approvals of governmental bodies or agencies required in connection with the execution and delivery by Lessee of this Agreement or in connection with the carrying out by Lessee of its obligations hereunder have been obtained. 0) The entering into and performance of this Agreement or any other document or agreement contemplated hereby to which Lessee is or is to be a party will not violate any judgment,order,law or regulation applicable to Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance on any assets of Lessee or the Equipment pursuant to any indenture,mortgage,deed of trust,bank loan or credit agreement or other instrument to which Lessee is a party or by which it or its assets may be bound,except as herein provided. (k) The Equipment is essential to the function of Lessee or to the service Lessee provides to its citizens. Lessee has an immediate need for, and expects to make immediate use of, substantially all the Equipment, which need is not temporary or expected to diminish in the foreseeable future. The Equipment will be used by Lessee only for the purpose of performing one or more of Lessee's governmental or proprietary functions consistent with the permissible scope of Lessee's authority. (1) Neither the payment of the Rental Payments hereunder nor any portion thereof is(i)secured by any interest in property used or to be used in a trade or business of a non-exempt person(within the meaning of Section 103 of the Code) or in payments in respect of such property or(ii)derived from payments in respect ofroe rty,or bowed money,or to be used in a trade or business of a non-exempt person(within the meaning of Set ion 103 of thCode) No portion of the Equipment will be used directly or indirectly in any trade or business carried on by any non-exempt person(within the meaning of Section 103 of the Code). (m) Lessee will comply with all applicable provisions of the Code, including without limitation Sections 103 and 141-150 thereof,and the applicable regulations of the Treasury Department that relate to each Lease in order to establish and maintain the exclusion of the interest components of Rental Payments from gross income for purposes of federal income taxation. In furtherance of the foregoing, Lessee covenants and agrees to prepare(or engage a tax professional to prepare on Lessee's behalf)and file all necessary informational returns on a timely basis with the IRS, including,but not limited to,IRS Series 8038 Forms,which must generally be filed on or before the 15,'of the 2"d calendar month after the close of the calendar quarter in which the Commencement Date occurs. Lessee agrees to provide Lessor with copies of all such filed returns relating to each Lease contemporaneously with their filing. If Lessee fails to file the necessary informational returns with the IRS on a timely basis, Lessee hereby authorizes Lessor to engage a tax professional of Lessor's choosing to complete the required returns on Lessee's behalf and at Lessee's expense, which Lessee agrees to execute and file. If Lessee files informational returns containing incorrect or incomplete information, Lessee hereby authorizes Lessor to engage a tax professional of Lessor's choosing to file an amendment to the incorrect or incomplete informational return on Lessee's behalf and at Lessee's expense,which Lessee agrees to execute and file. (n) Lessee will use the proceeds of this Agreement as soon as practicable and with all reasonable dispatch for the purpose for which this Agreement has been entered into. No part of the proceeds of this Agreement will be invested in any securities,obligations or other investments or used,at any time,directly or indirectly,in a manner which,if such use had been reasonably anticipated on the date of issuance of this Agreement, would have caused an y portion of this Agreement to be or become "arbitrage bonds"within the meaning of Section 103(b)(2)or Section 148 of he Code and the applicable regulations of the Treasury Department. Muni-Lease-Master Lease ver,04.20,16 3090A7 71W-016 12:14 PM Page 3 of 12 (o) Lessee represents and warrants that it is a governmental unit under the laws of the State;this Agreement is not a private activity bond as defined in Section 141 of the Code,and 95%or more of the net proceeds of this Agreement will be used for local governmental activities of Lessee. (p) Lessee has never failed to pay payments coming due under any bond issue, lease purchase agreement or other indebtedness obligation of Lessee. (q) The useful life of the Equipment will not be less than the Maximum Lease Term. (r) The application, statements and credit or financial information reviewed by Lessor are true and convect and made to induce Lessor to enter into this Agreement and the escrow agreement, if any, and Lessee has experienced no material change in its financial condition since the date(s)of such information. (s) Lessee shall pay the excess(if any)of the actual costs of acquiring the Equipment under the Agreement over the amount deposited by Lessor in the escrow fund, if any, established under any related escrow agreement and interest earnings thereon (t) Lessee understands and acknowledges that Lessor has not acted and will not act as a fiduciary for Lessee or as Lessee's agent or municipal advisor;Lessor has not and will not provide financial, legal,tax,accounting or other advice to Lessee or to any financial advisor or placement agent engaged by Lessee with respect to this Agreement. Lessee, its financial advisor,placement agent or municipal advisor, if any, shall each seek and obtain its own financial, legal, tax, accounting and other advice with respect to this Agreement from its own advisors (including as it relates to structure, timing,terms and similar matters). Section 2.02. Conditions to Lessor's Performance under Schedules. As a prerequisite to the performance by Lessor of any of its obligations pursuant to the execution and delivery of any Schedule,Lessee shall deliver to Lessor the following: (a) An Opinion of Counsel to Lessee, in form and substance acceptable to Lessor in its sole discretion, respecting such Schedule. osing cate by and substance acceptable to Lessor in its sole discretion,olerk or mpleted to thes satisor faction on of Leer ssor officer of Lessee,in form (c) An Essential Use Certificate executed by a duly authorized officer of Lessee, in form and substance acceptable to Lessor in its sole discretion,completed to the satisfaction of Lessor. (d) All documents,including financing statements,affidavits,notices and similar instruments,in form satisfactory to Lessor,which Lessor deems necessary or appropriate at that time pursuant to Section 6.02. (e) Such other items,if any,as are set forth in such Schedule or are reasonably required by Lessor. This Agreement is not a commitment by Lessor to enter into any Schedule not currently in existence, and nothing in this Agreement shall be construed to impose any obligation upon Lessor to enter into any proposed Schedule,it bein whether Lessor enters into any proposed Schedule shall be a decision solely within Lessor's discretion. it understood that Lessee will cooperate with Lessor in Lessor's review of any proposed Schedule. Without limiting the foregoing, Lessee will provide Lessor with any documentation or information Lessor may request in connection with Lessor's review of any proposed Schedule. Such documentation may include, without limitation, documentation concerning the Equipment and its contemplated use and location and documentation or information concerning the financial status of Lessee and other matters related to Lessee. ARTICLE III LEASE OF EQUIPMENT Section 3.01. Lease of Equipment. Lessor hereby demises,leases and lets to Lessee,and Lessee rents,leases and hires from Lessor, the Equipment listed in each Schedule in accordance with the provisions of this Agreement and that Schedule for the Lease Tenn for the Lease of which that Schedule is a part. Section 3.02. Lease Term, The Original Term of each Lease will commence on the Commencement Date and will terminate on the last day of Lessee's current fiscal year. The Lease Term for each Lease may be continued,solely at the option of Lessee,at the end of the Original Term or any Renewal Term for an additional Renewal Term up to the Maximum Lease Term for that Muni Learn_Maghr_L. ev .0.20 16309087 7i14P_Olfi 12:14 PM Page 4 of 12 Lease. At the end of the Original Term and at the end of each Renewal Term until the Maximum Lease Term has been completed for a Lease, Lessee will be deemed to have exercised its option to continue that Lease for the next Renewal Term unless Lessee has terminated that Lease pursuant to Section 3.03 or Section 10.01.The terms and conditions during any Renewal Term will be the same as the terms and conditions during the Original Term, except that the Rental Payments will be as provided in the Schedules. Section 3.03. Termination of Lease Term. The Lease Tenn for each Lease will terminate upon the earliest of any of the following events: (a) the expiration of the Original Term or any Renewal Term of that Lease and the nonrenewal of that Lease in the event of nonappropriation of funds pursuant to Section 3.05; (b) the exercise by Lessee of the option to purchase the Equipment granted under that Lease under the provisions of Article X and payment of the Purchase Price and all amounts payable in connection therewith; (c) a default by Lessee and Lessor's election to terminate that Lease under Article XII;or (d) the payment by Lessee of all Rental Payments required to be paid by Lessee under that Lease through the expiration of the Maximum Lease Term Section 3.04. Continuation of Lease Term. Lessee currently intends,subject to the provisions of Section 3.05 and Section 4.04,to continue the Lease Tenn for each Lease through the Original Tenn and all of the Renewal Terns and to pay the Rental Payments hereunder. Lessee reasonably believes that legally available funds in an amount sufficient to make all Rental Payments during the Maximum Lease Term for each Lease can be obtained. The responsible financial officer of Lessee will do all things lawfully within his or her power to obtain and maintain funds from which the Rental Payments may be made, including making provision for such Rental Payments to the extent necessary in each proposed annual budget submitted for approval in accordance with applicable procedures of Lessee and to exhaust all available reviews and appeals in the event such portion of the budget is not approved. Notwithstanding the foregoing,the decision whether or not to budget or appropriate funds or to extend a Lease for any Renewal Tern is solely within the discretion of the then current governing body of Lessee. Section 3.05. Nonappropriation. Lessee is obligated only to pay such Rental Pa lawfully be made from funds budgeted and appropriated for that Payments under this Agreement as may sufficient funds will not be appropriated or are not otherwise legallyavai able o pay the Rentas then current p nt fiscal year. [n the event under a Lease in the next occurring Renewal Te at the end of the required e current paid Original Term or Renewal Tern. Lessee agrees t deliver notice o lLesso of such tedeemed to rmination on atleast 90 days prior to the end of the then current Original Tern or Renewal Tern, but failure to give such notice will not extend the Lease Tenn beyond such Original Tern or Renewal Term. If a Lease is terminated in accordance with this Section, Lessee agrees, at Lessee's cost and expense,to peaceably deliver the Equipment then subject to that Lease to Lessor at the location or locations specified by Lessor. ARTICLE IV RENTAL PAYMENTS Section 4.01. Rental Payments. Lessee will pay Rental Payments,exclusively from legally available funds,in lawful money of the United States of America to Lessor in the amounts and on the dates set forth in the Schedules without notice or demand. Rental Payments will be in consideration for Lessee's use of the Equipment during the fiscal year in which such payments are due. Any Rental Payment not received on or before its due date will be assessed a late payment fee of 10%or the maximum amount permitted by law,whichever is less,from its due date. Lessee agrees to pay Lessor a fee,in an amount determined by Lessor,not to exceed the maximum amount from time to time permitted by applicable law, for any check or automatic payment withdrawal request that is returned to Lessor because of insufficient funds available in Lessee's account or a stop payment. In the event that it is determined that any of the interest components of Rental Payments may not be excluded from gross income for purposes of federal income taxation,Lessee agrees to pay to Lessor promptly after any such determination and on each Rental Payment Date thereafter an additional amount determined by Lessor to compensate Lessor for the loss of such excludability (including without limitation, compensation relating to interest expense, penalties or additions to tax), which determination shall be conclusive absent manifest error. Section 4.02. Interest Component. As set forth on the payment schedules attached to the Schedules, a portion of each Rental Payment is paid as,and represents payment of,interest. Muni_Lewmawer_Lese ver.04.20.16 309)87 7r 1412016 12:14 PM Page 5 of 12 Section 4.03. Rental Payments To Be Unconditional. Except as provided in Section 3.05,the obligations of Lessee to make Rental Payments and to perform and observe the other covenants and agreements contained herein shall be absolute and unconditional in all events without abatement, diminution, deduction, set-off or defense, for any reason, 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. Section 4.04. Rental Payments to Constitute a Current Expense of Lessee. The obligation of Lessee to pay Rental Payments hereunder will constitute a current expense of Lessee,are from year to year and do not constitute a mandatory payment obligation of Lessee in any fiscal year beyond the then current fiscal year of Lessee. Lessee's obligation hereunder will not in any way be construed to be an indebtedness of Lessee in contravention of any applicable constitutional,charter or statutory limitation or requirement concerning the creation of indebtedness by Lessee, nor will anything contained herein constitute a pledge to the general credit,tax revenues,funds or moneys of Lessee. ARTICLE V EQUIPMENT Section 5.01. Delivery, Installation and Acceptance of the Equipment. Lessee will order the Equipment, cause the Equipment to be delivered and installed at the location specified in the applicable Schedule and pay any and all costs, charges, expenses and obligations of every kind and nature incurred regarding the importation,shipment,delivery, ssession, use, lease, return,repossession, storage and transfer of any of Equipment. When the Equipment listed in any Sc dule has been delivered and installed, Lessee will immediately inspect such Equipment and accept such Equipment after Lessee, in its sole discretion, determines that such Equipment is satisfactory,and evidence said acceptance by executing and delivering to Lessor an acceptance certificate in form and substance acceptable to Lessor. After it has been installed, the Equipment will not be moved from the location specified in the applicable Schedule,or if rolling stock,its permanent base will not be changed,without Lessor's consent, which consent will not be unreasonably withheld. If Lessor,in its discretion,pays any tax,fee,charge or other amount described in this paragraph, Lessee shall reimburse Lessor therefor on demand, together with Lessor's administrative and other costs of paying and invoicing such amounts and, if Lessee fails to pay Lessor any such amount within ten (10) days of such demand, Lessee shall pay interest thereon until paid at the rate of 18%per annum or the maximum rate allowable by law,whichever is less. Section 5.02. Enjoyment of Equipment. Lessor hereby covenants to provide Lessee with quiet use and enjoyment Equipment during the Lease Term, and Lessee will peaceably and quietly have and hold and enjoy the Equipment during he Lease Term,without suit,trouble or hindrance from Lessor,except as otherwise expressly set forth in this Agreement. Section 5.03. Right of Inspection. Lessor will have the right at all reasonable times during regular business hours to enter into and upon the property of Lessee for the purpose of inspecting the Equipment. Section 5.04. Use of the Equipment. Lessee will not install,use,operate or maintain the Equipment improperly,carelessly, in violation of any applicable law or in a manner contrary to that contemplated by this Agreement. Lessee will obtain all and licenses, if any, necessary for the installation and operation of the Equipment. In addition, Lessee agrees to comply in all respects(including,without limitation,with respect to the use,maintenance and operation of each item of the Equipment)with all applicable laws, regulations and rulings of any legislative, executive, administrative or judicial body; provided, however, that Lessee may contest in good faith the validity or application of any such law, regulation or ruling in any reasonable manner that does not,in the opinion of Lessor,adversely affect the interest of Lessor in and to the Equipment or its interest or rights under this Agreement. Section 5.05. Maintenance of Equipment; Alterations. Lessee agrees that it will, at Lessee's own cost and expense, maintain, preserve and keep the Equipment in good repair, working order and condition. Lessor will have no responsibility to maintain,repair or make improvements or additions to the Equipment. If any item of Equipment is such as is customarily covered by a maintenance contract, Lessee will enter into a maintenance contract for that Equipment with the applicable Vendor. 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. ARTICLE VI TITLE TO EQUIPMENT;SECURITY INTEREST Section 6.01. Title to the Equipment. During the Lease Term, title to the Equipment and any and all additions, repairs, replacements or modifications will vest in Lessee,subject to the rights of Lessor under this Agreement;provided that title to the Equipment that is subject to any Lease will thereafter immediately and without any action by Lessee vest in Lessor,and Lessee will immediately surrender possession of the Equipment to Lessor upon(a)any termination of that Lease other than termination pursuant to Section 10.01 (including but not limited to any termination pursuant to Section 3.05)or(b)the occurrence of an Event Muni Lrftc Mnter_Leas ver.()4-20 16 309087 7r 14,2016 12:14 PM Page 6 of 12 of Default with respect to that Lease. It is the intent of the parties hereto that any transfer of title to Lessor pursuant to this Section will occur automatically without the necessity of any bill of sale, certificate of title or other instrument of conveyance. Lessee will,nevertheless,execute and deliver any such instruments as Lessor may request to evidence such transfer. Lessee,irrevocably designates, makes,constitutes and appoints Lessor and its assignee as Lessee's true and lawful attorney(and agent in-fact)with power,at such time of termination or times thereafter as Lessor in its sole and absolute discretion may determine,in Lessee's or Lessor's or such assignee's name,to endorse the name of Lessee upon any bill of sale,document,instrument,invoice,freight bill, bill of lading or similar document relating to the Equipment in order to vest title in Lessor and transfer possession to Lessor. Section 6.02. Security Interest. To secure the payment of all of Lessee's obligations under this Agreement and to the extent permitted by law,Lessee grants to Lessor a first and prior security interest in the Equipment and on all additions,attachments and accessions thereto and substitutions therefor and proceeds therefrom. Lessee agrees to execute such additional documents in form satisfactory to Lessor,that Lessor deems necessary or appropriate to establish and maintain its security interest. Lessee agrees that financing statements may be filed with respect to the security interest in the Equipment created herein. As further security therefor, Lessee grants to Lessor a first priority security interest in the cash and negotiable instruments from time to time comprising each escrow fund established under any related escrow agreement and all proceeds(cash and non- cash)thereof,and agrees with respect thereto that Lessor shall have all the rights and remedies of a secured party. Section 6.03. Personal Property. Lessor and Lessee agree that the Equipment is and will remain personal property. The Equipment will not be deemed to be affixed to or a part of the real estate on which it may be situated,notwithstanding that the Equipment or any part thereof may be or hereafter become in any manner physically affixed or attached to such real estate or any building thereon. Upon the request of Lessor, Lessee will,at Lessee's expense,furnish a waiver of any interest in the Equipment from any party having an interest in any such real estate or building. ARTICLE VII ADDITIONAL COVENANTS Section 7.01. Liens,Taxes,Other Governmental Charges and Utility Charges. Lessee will keep the Equipment free and clear of all liens, charges and encumbrances, except those created under this Agreement. The parties to this Agreement contemplate that the Equipment will be used for a governmental or proprietary purpose of Lessee and, therefore, that the Equipment will be exempt from all property taxes and other similar charges. If the use, possession or acquisition of the Equipment is found to be subject to taxation in any form,Lessee will pay all taxes and governmental charges lawfully assessed or levied against or with respect to the Equipment. Lessee will pay all utility and other charges incurred in the use and maintenance of the Equipment. Lessee will pay such taxes and charges as the same become due;provided that,with respect to any such taxes and charges that may lawfully be paid in installments over a period of years,Lessee will be obligated to pay only such installments that accrue during the Lease Tenn. Section 7.02. Insurance. At its own expense, Lessee will maintain(a) casualty insurance insuring the Equipment against loss or damage by fire and all other risks covered by the standard extended coverage endorsement then in use in the State and any other risks reasonably required by Lessor in an amount at least equal to the then applicable Purchase Price of the Equipment,and (b) liability insurance that protects Lessor from liability in all events in form and amount satisfactory to Lessor with a minimum limit of$1,000,000.00 combined single limit or such greater amount as may be prescribed by any applicable state law specifying minimum insurance requirements; provided that, with Lessor's prior written consent, Lessee may self-insure against the risks described in clauses (a) and (b) of this Section. If required by Lessor, Lessee shall also provide to Lessor payment and performance bonds naming Lessor as a dual obligee and issued by a surety company rated "A" or better by AM Best. All insurance proceeds from casualty losses will be payable as hereinafter provided. Lessee will furnish to Lessor certificates evidencing such coverage throughout the Lease Term. All such casualty and liability insurance will be with insurers that are acceptable to Lessor,will name Lessor as a loss payee and additional insured and will contain a provision to the effect that such insurance will not be cancelled or modified materially without first giving written notice thereof to Lessor at least thirty days in advance of such cancellation or modification. All such casualty insurance will contain a provision making any losses payable to Lessee and Lessor, as their respective interests may appear. Section 7.03. Advances. In the event Lessee fails to maintain the insurance required by this Agreement,pay taxes or charges required to be paid by it under this Agreement or fails to keep the Equipment in good repair and operating condition, Lessor may (but will be under no obligation to)purchase the required policies of insurance and pay the cost of the premiums thereof,pay such taxes and charges and make such Equipment repairs or replacements as are necessary and pay the cost thereof. All amounts so advanced by Lessor will become additional rent for the then current Original Term or Renewal Term. Lessee agrees to pay such Muni__Lrn _Master_Lea ver.04.20.I6 304087 7;14;2016 12:14 PM Page 7.f 12 amounts with interest thereon from the date paid at the rate of 18%per annum or the maximum permitted by law, whichever is less. Section 7.04. Financial Information. Lessee will annually provide Lessor with current financial statements, budgets and proofs of appropriation for the ensuing fiscal year and such other financial information relating to the ability of Lessee to continue this Agreement as may be requested by Lessor. Section 7.05. Release and Indemnification. Lessee assumes all risks and liabilities,whether or not covered by insurance, for loss or damage to the Equipment and for injury to or death of any person or damage to any property whether such injury or death be with respect to agents or employees of Lessee or of third parties, and whether such property damage be to Lessee's property or the property of others which is proximately caused by the negligent conduct of Lessee, its officers, employees or agents. To the extent permitted by law, Lessee will indemnify, protect and hold harmless Lessor from and against any and all liability, obligations, losses, claims and damages whatsoever, regardless of cause thereof, and expenses in connection therewith (including, without limitation, counsel fees and expenses and any federal income tax and interest and penalties connected therewith imposed on interest received) arising out of or as the result of(a)the entering into this Agreement,(b)the ownership of any item of Equipment, (c)the manufacturing,ordering, acquisition, maintenance, use, operation, condition, purchase, delivery, rejection, storage or return of any item of the Equipment, (d)any accident in connection with the operation, maintenance, use, condition,possession,storage or return of any item of Equipment resulting in damage to property or injury or death to any person or(e)the breach of any covenant herein or any material misrepresentation contained herein. The indemnification arising under this paragraph will continue in full force and effect notwithstanding the full payment of all obligations under this Agreement or the termination of any Lease Term for any reason. ARTICLE VIII DAMAGE,DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS Section 8.01. Risk of Loss. Lessee assumes, from and including the Commencement Date,all risk of loss of or damage to the Equipment from any cause whatsoever. No such loss of or damage to the Equipment nor defect therein nor unfitness or obsolescence thereof will relieve Lessee of the obligation to make Rental Payments or to perform any other obligation under this Agreement. Section 8.02. Damage,Destruction and Condemnation; Use of Net Proceeds. If(a)the Equipment or any portion thereof is destroyed,in whole or in part,or is damaged by fire or other casualty,or(b)title to,or the temporary use of,the Equipment or any part thereof or the interest of Lessee or Lessor in the Equipment or any part thereof will be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award to be applied to the prompt replacement,repair,restoration,modification or improvement of the Equipment,unless Lessee has exercised its option to purchase the Equipment pursuant to Section 10.01. Any balance of the Net Proceeds remaining after such work has been completed will be paid to Lessee. Section 8.03. Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or improvement referred to in Section 8.02, Lessee will either(a) complete such replacement, repair, restoration,modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds,or(b)purchase Lessor's interest in the Equipment pursuant to Section 10.01. If Lessee will make any payments pursuant to this Section,Lessee will not be entitled to any reimbursement therefor from Lessor nor will Lessee be entitled to any diminution of the amounts payable under Article IV. ARTICLE IX WARRANTIES Section 9.01. Disclaimer of Warranties. LESSOR MAKES NO WARRANTY OR REPRESENTATION,EXPRESS OR IMPLIED,AS TO THE VALUE, DESIGN, CONDITION,MERCHANTABILITY OR FITNESS FOR PARTICULAR USE OR PURPOSE OF THE EQUIPMENT OR AGAINST INFRINGEMENT, OR ANY OTHER WARRANTY OR REPRESENTATION WITH RESPECT THERETO. LESSEE HEREBY WAIVES ANY CLAIM IT MIGHT HAVE AGAINST LESSOR FOR ANY LOSS, DAMAGE OR EXPENSE CAUSED BY THE EQUIPMENT OR BYANY DEFECT THEREIN, OR BY THE USE OR MAINTENANCE OF, OR SERVICING OR ADJUSTMENT TO, THE EQUIPMENT AND,AS TO LESSOR,LEASES THE EQUIPMENT AS-IS AND WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. IV NO EVENT SHALL LESSOR BE LIABLE FOR ANYACTUAL,INCIDENTAL,INDIRECT,SPECIAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE Mwi_Law Master Lease ver.04.20.16 3040lT7 7r 142016 12:14 PM, Page 9 of 12 EXISTENCE, FURNISHING, FUNCTIONING OR LESSEE'S USE OR MAINTENANCE OF ANY EQUIPMENT OR SERVICES PROVIDED FOR IN THIS AGREEMENT. Section 9.02. Vendor's Warranties. Lessee acknowledges that Lessor is not a dealer or manufacturer of Equipment of any kind and is not the seller of the Equipment,and that each unit of Equipment is of a type,size,design and capacity selected solely by Lessee. Lessee also acknowledges that Lessor finances the Equipment without any obligation to install,test,erect,service or maintain the Equipment. The only warranty applicable to any Equipment is the Vendor's warranty and Lessor makes no warranty of any kind to Lessee. Lessee may have rights under the contract evidencing the purchase of the Equipment;Lessee is advised to contact the applicable Vendor for a description of any such rights. To the extent such warranties are transferable, Lessor hereby assigns to Lessee during the Lease Term all warranties running from Vendor to Lessor. Lessor hereby irrevocably appoints Lessee its agent and attorney-in-fact during the Lease Tenn,so long as Lessee will not be in default hereunder,to assert from time to time whatever claims and rights(including without limitation warranties)related to the Equipment that Lessor may have against the Vendor. Lessee's sole remedy for the breach of any such warranty, indemnification or representation will be against the Vendor,and not against Lessor. Any such matter will not have any effect whatsoever on the rights and obligations of Lessor with respect to this Agreement,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 availability of such warranties by the Vendor. Lessee acknowledges that each Lease constitutes a "finance lease"under UCC Article 2A in all respects, and that Lessor's sole obligations to Lessee under each Lease is not to interfere with Lessee's quiet enjoyment of the Equipment so long as Lessee is not in default thereunder. Subject to the foregoing sentence and to the extent permitted by law, Lessee unconditionally and irrevocably waives any and all rights and remedies against Lessor at law or in equity(including,without limitation,any rights and remedies granted Lessee under Article 2A of the Uniform Commercial Code and/or the right to reject any Equipment or repudiate each Lease). Lessee agrees that Lessor assumes no liability for and makes no representation as to the treatment by Lessee of each Lease,the Equipment or the Rental Payments for financial statement or tax purposes. ARTICLE X OPTION TO PURCHASE Section 10.01. Purchase Option. Lessee will have the option to purchase the Equipment listed in any Schedule,in whole, but not in part,upon giving written notice to Lessor at least 30 days before the date of purchase,at the following times and upon the following terns: (a) On any Rental Payment Date, upon payment in full of the Rental Payment then due hereunder plus all other amounts due under that Schedule plus the then-applicable Purchase Price set forth on that Schedule to Lessor, if applicable;or (b) In the event of substantial damage to or destruction or condemnation (other than by Lessee or any entity controlled by or otherwise affiliated with Lessee)of substantially all of the Equipment listed in that Schedule,on the day Lessee specifies as the purchase date in Lessee's notice to Lessor of its exercise of the purchase option,upon payment in full of the Rental Payment and all other amounts then due under that Schedule plus(i)the Purchase Price set forth on that Schedule for such purchase date if such purchase date is a Rental Payment Date or the Purchase Price for the immediately preceding Rental Payment Date if such purchase date is not a Rental Payment Date,and (ii)if such day is not a Rental Payment Date, an amount equal to the portion of the interest component of the Rental Payment scheduled to come due under that Schedule on the following Rental Payment Date accrued from the immediately preceding Rental Payment Date to such purchase date,computed on the basis of a 360-day year of twelve 30-day months. Upon the exercise of the option to purchase set forth above,title to the Equipment so purchased will be vested in Lessee,free and clear of any claim by or through Lessor. Section 10.02. Determination of Fair Purchase Price. Lessee and Lessor hereby agree and determine that the Rental Payments under each Schedule during the Original Term and each Renewal Term represent the fair value of the use of the Equipment listed in that Schedule and that the amount required to exercise Lessee's option to purchase the Equipment listed in that Schedule pursuant to Section 10.01 represents,as of the end of the Original Term or any Renewal Term under that Schedule,the fair purchase price of the Equipment listed in that Schedule. Lessee hereby determines that the Rental Payments do not exceed a reasonable amount so as to place Lessee under a practical economic compulsion to renew the term of any Schedule or to exercise its option to purchase the Equipment under any Schedule. In making such determinations, Lessee and Lessor have given consideration to(a)the costs of the Equipment,(b)the uses and purposes for which the Equipment will be employed by Lessee, (c)the benefit to Lessee by reason of the acquisition and installation of the Equipment and the use of the Equipment pursuant to the terms and provisions of this Agreement,and (d)Lessee's option to purchase the Equipment. Lessee hereby determines and declares that the acquisition and installation of the Equipment and the leasing of the Equipment pursuant to this Agreement will result in equipment of comparable quality and meeting the same requirements and standards as would be necessary if the Muni_Leau_Maztn Leawwr 04.20.16 309097 71141201612:14 PM Page U of 12 acquisition and installation of the Equipment were performed by Lessee other than pursuant to this Agreement. Lessee hereby determines and declares that the Maximum Lease Term does not exceed the useful life of the Equipment. ARTICLE XI ASSIGNMENT AND SUBLEASING Section 11.01. Assignment by Lessor. Lessor's interest in,to and under this Agreement,each Lease and the Equipment may be assigned and reassigned in whole or in part to one or more assignees by Lessor without the necessity of obtaining the consent of Lessee;provided that any assignment will not be effective against Lessee until Lessee has received written notice of the name and address of the assignee. Lessee will retain all such notices as a register of all assignees and will make all payments to the assignee or assignees designated in such register. Lessee agrees to execute all documents, including notices of assignment and chattel mortgages or financing statements that may be reasonably requested by Lessor or any assignee to protect its interest in the Equipment and in this Agreement and each Lease and agrees to the filing of financing statements with respect to the Equipment and this Agreement and each Lease. Lessee will not have the right to and will not assert against any assignee any claim, counterclaim,defense,set-off or other right Lessee may have against Lessor. Section 11.02. Assignment and Subleasing by Lessee. None of Lessee's right, title and interest in, to and under this Agreement, any Lease or the Equipment may be assigned or encumbered by Lessee for any reason, except that Lessee may sublease all or part of the Equipment if Lessee obtains the prior written consent of Lessor and an opinion of regionally recognized "Red Book"-listed counsel in the area of tax-exempt municipal obligations satisfactory to Lessor that such subleasing will not adversely affect the exclusion of the interest components of the Rental Payments under the applicable Lease from gross income for federal income tax purposes. Any such sublease of all or part of the Equipment will be subject to this Agreement and the rights of Lessor in,to and under this Agreement,the applicable Lease and the Equipment. ARTICLE XII EVENTS OF DEFAULT AND REMEDIES Section 12.01. Events of Default Defined. Subject to the provisions of Section 3.05,any of the following will be"Events of Default"under any Lease: (a) Failure by Lessee to pay any Rental Payment or other payment required to be paid under that Lease at the time specified in that Lease; (b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed under that Lease, other than as referred to in Section 12.01(a), for a period of 20 days after written notice, specifying such failure and requesting that it be remedied, is given to Lessee by Lessor, unless Lessor will agree in writing to an extension of such time prior to its expiration;provided,however,if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement,representation or warranty made by Lessee in or pursuant to that Lease or its execution,delivery or performance will prove to have been false,incorrect,misleading or breached in any material respect on the date when made; (d) Any provision of that Lease will at any time for any reason cease to be valid and binding on Lessee,or will be declared to be null and void, or the validity or enforceability thereof will be contested by Lessee or any governmental agency or authority if the loss of such provision would materially adversely affect the rights or security of Lessor, or Lessee will deny that it has any further liability or obligation under that Lease; (e) Lessee will(i)apply for or consent to the appointment of a receiver,trustee,custodian or liquidator of Lessee,or of all or a substantial part of the assets of Lessee,(ii)be unable,fail or admit in writing its inability generally to pay its debts as they become due,(iii)make a general assignment for the benefit of creditors,(iv)have an order for relief entered against it under applicable federal bankruptcy law,or(v)file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding;or (fl An order,judgment or decree will be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in Mum_Leaxe Mawr_Lc ver.04.20,16 309087 7 14;201612:14 PM Page 10 of 12 'tcf ,il.merr. '�.7a ricz SCHEDULE OF EQUIPMENT NO.001-0567153-301 TO MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO.567153L The"Agreement": Schedule of Equipment No.001-0567153-301 dated September 6,2016(the"Schedule"),to Plaster Equipment Lease Purchase Agreement No.567153 L dated as of September 6,2016 "Lessee" City of Jeffersonville(IN),Jeffersonville City Hall,500 Quartermaster Court,Suite 300,Jeffersonville, IN 47130 "Lessor" TCF Equipment Finance,a division of TCF National Bank, 1 1 100 Wayzata Blvd,Suite 801, Minnetonka,PIN 55305 1• Defined Terms. All terms used herein have the meanings ascribed to them in the Agreement. 2. Equipment. The Equipment included under this Schedule is comprised of the items described in the Equipment Description attached hereto as Attachment 1, together with all replacements, substitutions, repairs, restorations, modifications, attachments,accessions,additions and improvements thereof or thereto. 3. Payment Schedule. The Rental Payments and Purchase Prices under this Schedule are set forth in the Payment Schedule attached as Attachment 2 hereto. 4. Representations,Warranties and Covenants of Lessee. (a) Lessee hereby represents, warrants and covenants that its representations, warranties and covenants set forth in the Agreement are true and correct as though made on the date of commencement of Rental Payments on this Schedule. (b) Lessee has experienced no material change in its financial condition or in the revenues expected to be utilized to meet Rental Payments due hereunder since the date of the most recent audited financial statements reviewed by Lessor. (c) Lessee understands and acknowledges that Lessor has not acted and will not act as a fiduciary for Lessee or as Lessee's agent or municipal advisor; Lessor has not and will not provide financial,legal,tax,accounting or other advice to Lessee or to any financial advisor or placement agent engaged by Lessee with respect to this Schedule. Lessee, its financial advisor, placement agent or municipal advisor,if any,shall each seek and obtain its own financial, legal,tax,accounting and other advice with respect to this Schedule from its own advisors(including as it relates to structure,timing,terms and similar matters). 5. Certification as to Arbitrage and Tax Covenants. Lessee hereby represents as follows: (a) The estimated total costs of the Equipment listed in this Schedule, together with any costs of entering into this Schedule that are expected to be financed hereunder, will not be less than the total Principal Portion of the Rental Payments listed in this Schedule. (b) The Equipment listed in this Schedule has been ordered or is expected to be ordered within six months of the commencement of this Schedule, and the Equipment is expected to be delivered and installed, and the Vendor fully paid, within eighteen months from the commencement of this Schedule. (c) Lessee has not created or established,and does not expect to create or establish,any sinking fund or other similar fund(i) that is reasonably expected to be used to pay the Rental Payments listed in this Schedule,or(ii)that may be used solely to prevent a default in the payment of the Rental Payments listed in this Schedule. (d) The Equipment listed in this Schedule has not been and is not expected to be sold or otherwise disposed of by Lessee, either in whole or in major part,prior to the last maturity of the Rental Payments listed in this Schedule. (e) To the best of our knowledge,information and belief,the above expectations are reasonable. (f) Lessee has not been notified of any listing or proposed listing of it by the Internal Revenue Service as an issuer whose arbitrage certificates may not be relied upon. (g) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended, including without limitation Sections 103, 141 and 148 thereof,and the applicable regulations of the Treasury Department to maintain the exclusion of the interest components of Rental Payments from gross income for purposes of federal income taxation. 6. The Agreement. This Schedule is hereby made as part of the Agreement, and Lessor and Lessee hereby ratify and confirm the AgreemenC The terms and provisions of the Agreement (other than to the extent that they relate solely to other Schedules or Equipme I' ted on oth r Schedules)are hereby incorporated by reference and made a part hereof. w Ci ofJeffersonv,, N Name of Lessee TCF E ui ment Finance a division of TCF National Bank a Name of Lessor Z By:X Signature z By: m 7 Signature u � a Print Name and Title: 11� Z7 O Print Name and Title: a Mum_Lca _Muth Sclxdulc v.04.20.2016 309087 9/6tZ016 2:21 PM `tcf equipment finance ATTACHMENT 1 TO SCHEDULE OF EQUIPMENT NO.001-0567153-301 TO MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO.567153L EQUIPMENT DESCRIPTION Den tion/Serial No./1liodel No. Location Total Cost r (1) 2016 Freightliner 114SDVIN: 1420 Bates Bowyer Ave.,G3CYOGHHA0696 with a Vac-Con Jeffersonville,IN 47130 $348,000.00 4212LHE HydroExcavator, S/N: 01167426r with all attachments and accessories thereto This Equipment Description shall be deemed to be supplemented by the descriptions of the Equipment included in the certificates of acceptance and payment requests submitted pursuant to the escrow agreement, if any, entered into among Lessor, Lessee and the escrow agent named therein,which descriptions shall be deemed to incorporated herein. Lessee: City of Jeffersonville(IN) By: Print Name: Title: Mini Lease_Master Schedule v.04.20.2016 309087917/2016 10,18 AM ltcf equipment finance ATTACHMENT 2 TO SCHEDULE OF EQUIPMENT NO.001-0567153-301 TO MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO.567153L PAYMENT SCHEDULE Rental payments will be made in accordance with Section 4.01 and this Payment Schedule. LESSOR: TCF Equipment Finance,a division of TCF National Bank LESSEE: City of Jeffersonville(IN) COMMENCEMENT DATE*: INTEREST RATE: 2.83% PAYMENT FREQUENCY: Semiannual The first Rental Payment shall be due in arrears on the date that is six month(s)after the Commencement Date,and subsequent Rental Payments shall be due semi-annually on the same day of each six month period thereafter until paid in full. Pa ment Rental Interest Principal Purchase Payment Portion Portion Price Lease Commencement Due Six Months from Lease Commencement 348,000.00 37,582.00 4,953.21 32,628.79 321.678.63 Due One Year from Lease Commencement 37,582.00 4,488.79 33,093.21 287,923.56 Due Eighteen Months from Lease Commencement 37,582.00 4,017.77 33,564.23 253,688.05 Due Two Yeats from Lease Commencement 37,582.00 3,540.03 34,041.97 218,965.24 Due Thirty Months from Lease Commencement 37,582.00 3,055.50 34,526.50 183,748.21 Due Three Years from Lease Commencement 37,582.00 2,564.07 35,017.93 148,029.92 Due Forty-two Months from Lease Commencement 37,582.00 2,065.65 35,516.35 111,803.24 Due Four Years from Lease Commencement 37,582.00 1,560.13 36,021.87 75,060.93 Due Fifty-four Months from Lease Commencement 37,582.00 1,047.42 36,534.58 37,795.66 Due Five Years from Lease Commencement 37,582.00 527.43 37,054.57 0.00 Grand Totals 375.820. 27,820.00 348,000.00 Lessee: City of Jeffersonville(IN) x By: rint Nam : C - itle: * Lessee hereby authorizes Lessor to fill in the Commencement Date based on the earlier of the date that Lessor disburses funds to the Vendor of the Equipment following receipt of Lessee's executed acceptance certificate,or the date on which Lessor deposits funds for the purchase of the Equipment with an escrow agent. Mnni_t.a Master sche&k v.04.20.2016 YM087 9,&2016 2:21 PM 3 tcf equipment finance LESSEE'S CLOSING CERTIFICATE TO SCHEDULE OF EQUIPMENT NO.001-0567153-301 TO MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO.567153L The"Agreement": Schedule of Equipment No.001-0567153-301 dated September 6,2016(the"Schedule"),to Master Equipment Lease Purchase Agreement No.567153L dated as of September 6,2016 "Lessee" City of Jeffersonville(IN),Jeffersonville City Hall,500 Quartermaster Court,Suite 300,Jeffersonville,IN 47130 "Lessor" TCF Equipment Finance,a division of TCF National Bank, 11100 Wayzata Blvd,Suite 801,Minnetonka.MN 55305 X1, the undersigned, the duly appointed, qualified and acting S above-captioned Lessee,do hereby certify as of_ J!- g (Clerk or Secretary) of the •24Te,as follows. X(1) Lessee did, at a meeting of the governing body of Lessee held made, seconded and carried, in accordance with all requirements of law,approve and author'ze he 20 tion d delivery duly the above-referenced Agreement and the related escrow agreement,if any,on its behalf by th a owi g named preliver T le o of Lessee: P to ame X t i to ------------ b � (2) The above-named representatives of Lessee held at the time of such authorization and holds at the present time the office designated above and the signature set forth opposite his or her name is the true and correct specimen of his or her genuine signature. (3) The meeting of the governing body of Lessee at which the Agreement was approved and authorized to be executed was duly called,regularly convened and attended throughout by the requisite majority of the members thereof or by other appropriate official approval and that the action approving the Agreement and authorizing the execution thereof has not been altered or rescinded. (4) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute,an Event of Default(as such term is defined in the Agreement)exists at the date hereof. (5) All insurance required in accordance with the Agreement is currently maintained by Lessee. (6) Lessee has,in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current fiscal year to make the Rental Payments scheduled to come due during the Original Term and to meet its other obligations for the Original Term (as such terms are defined in the Agreement), and such funds have not been expended for other purposes. (7) There is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Agreement or the interest of Lessor or its assigns,as the case may be,in the Equipment. (8) The Equipment has not been the subject of a referendum that failed to receive the approval of the voters of Lessee within the preceding four years. (9) Lessee hereby designates the Agreement as a "qualified tax-exempt obligation" as defined in Section 265(bX3)(B)of the Code. The aggregate face amount of all tax-exempt obligations(excluding private activity bonds other than qualified 501(c)(3)bonds)issued or to be issued by Lessee and all subordinate entities thereof during the current calendar year is not reasonably expected to exceed$10,000,000. Lessee and all subordinate entities thereof will not issue in excess of$10,000,000 of qualified tax-exempt obligations(including the Agreement but excluding private activity bonds other than qualified 501(c)(3) bonds) during the current calendar year without first obtaining an opinion of nationally recognized counsel in the area of tax- M�mi_Cpx_Mastc_Sohedule v 04 20.2016 309067 9/7/2016 10:19 AM 4 exempt municipal obligations acceptable to Lessor that the designation of the Agreement as a will not be adversely affected. "qualified tax-exempt obligation" (10) The Equipment is located at the following address: 1420 Bates Bowyer Ave.,Jeffersonville,IN 47130 X (11) The Equipment is located in the following county: X (12) The correct billing address for Rental Payments is as follows: Street Address: 4Z.3 4wmx.4 Phone: /2 �jr 5� Fax: �l 3 Email: L o Attention: ------------ X (13) The contact information of person responsible for preparing and filing Lessee's Form 8038-G as follows: (',, /+ 8 G or 8038-GC is Name:�Q//cG'�(r'Qll Street Address: Q�+'� WLfikr- CA Vae Phone: y Fax: Email: O (14) Lessee's Tax ID number is:35-6001067. IN WITNESS WHEREOF, I hereunto set my hand and the seal of the governing body of Lessee the day and year first above written. X&A24-4,j Signature of Clerk or Secretary Printe Name of Clerk or Secretary Mm1 Leete_Metfef_$ChedU1e v.04.20.2016 3090879/712016 10:18.W 5 tcf equipment inane LESSEE'S PAYMENT INSTRUCTIONS AND ACCEPTANCE CERTIFICATE TO SCHEDULE OF EQUIPMENT NO.001-0567153-301 TO MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO.567153L The"Agreement": Schedule of Equipment No.001-0567153-301 dated September 6,2016(the"Schedule"),to Master Equipment Lease Purchase Agreement No.567153L dated as of September 6,2016 "Lessee" City of Jeffersonville(IN),Jeffersonville City I lall,500 Quartermaster Court,Suite 300,Jeffersonville,IN 47130 "Lessor" TCF Equipment Finance,a division of TCF National Bank, 11100 Wayzata Blvd,Suite 801,Minnetonka,MN 55305 Ladies and Gentlemen: follows: In accordance with the Agreement, the undersigned Lessee hereby certifies and represents to, and agrees with, Lessor as (1) Lessee has reviewed and approved the invoice(s) referenced in the table below. Pursuant to the Agreement, Lessee hereby irrevocably authorizes and requests Lessor to make payment of the invoice(s) to the vendor(s), licensor(s)or designee(s)of licensor(s)of the Equipment.Lessee agrees that all terms and conditions of the Lease are in full force and effect and Lessee shall make all payments when and as required thereby. Pa ee Invoice Number Amount H&H Construction Services,Inc. Proceeds of Sale $7,454.62 First Merchants Bank Payoff of Loan 3399419 $340,545.38 Total $348,000.00 (2) All of the Equipment has been delivered, installed and accepted, and is located at the following address: 1420 Pennsylvania Avenue,Jeffersonville,IN 47130. (3) Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. (4) Lessee is currently maintaining the insurance coverage required by Section 7.02 of the Agreement. (5) No event or condition that constitutes,or with notice or lapse of time,or both,would constitute,an Event of Default(as defined in the Agreement)exists at the date hereof. (6) We acknowledge that Lessor is neither thendor nor manufacturer or distributor of the Equipment and has no control,knowledge or familiarity with the condition,c a ity,functioning or other characteristics of the Equipment. 7 (7) The serial number for each item of Equ' ent hat is s orth in the applicable Schedule is correct. DATED: Lessee: City of Jeffersonville(IN) X By: Print Name: XTitle: Mmi_l.ea Master_Seheduk v.04.20.2016 309097 9x612016 2:21 PM 6 tcf equipment finance ESSENTIAL USE CERTIFICATE TO SCHEDULE OF EQUIPMENT NO.001-0567153-301 TO MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO.567153L September 6,2016 The"Agreement-: Schedule of Equipment No.001-0567153-301 dated September 6,2016(the"Schedule"),to Master Equipment Lease Purchase Agreement No.567153 L dated as of September 6,2016 "Lessee" City of Jeffersonville(IN),Jeffersonville City Hall,500 Quartermaster Court,Suite 300,Jeffersonville,IN 47130 "Lessor" TCF Equipment Financ ,a division of TCF National Bank, 11100 Wayzata Blvd,Suite 801,Minnetonka,MN 55305 xh � , a duly elected, appointed, or designated representative of City of Jeffersonville (IN) ("Lessee"), qualifie to answer the questions set forth below regarding the Equipment to be acquired by Lessee in connection with the above-referenced Agreement: 1. What is the specific use of the Equipment? 7J1e prlirlaYy Pr,,rjvos( es _4 cyeada a 6k,,c l sr�e fo acus r. SPI�rlts wbSCv" rreeQr�s vg 2. What increased capabilities will the Equipment provide? 14# Prov/de- .¢a6tero4eess ,la .ewer t/n#S espmlalf ( � 04/ares. toll also a/low(asstsF � wt-rh nf>�r charm�� u�,Krf #Ure A& M11erd �` Rei✓�t[P5 to 1 CDlIlerTb�1 3. ny Ntkl!quipmem essential to your ability to deliver governmental services? l{tvitl a/losu staFf fa do work #A4 IWOId 146krwl" be Mritriae ,4d ovft �e � a e�/ 77VS rtdvun q rc%xvr COSIS a„d GcEpi.l9 k�vi r ra its do,t,,,. a Pca lrar�b.^ 4. Does the Equipment replace existing equipment? (If so,please explain why you are replacing the existing equipment) 5. Why did you choose this specifrc Equipment? QUI./y o4 4 j e fw�er�f arld lOr�ee. 6. For how many years do you expect to utilize the Equipment? 10- 15 years 7. What revenue source will be utilized to make Rental Payments ue nder t Agreement? .61wr t9Z 12af s Lessee: City of Jeffersonville(IN) x By: 1 Print N e Title: (�1C. Muni_,I.ease_MMW Schedule v.04.20.20163090N79A20162:21 PM 7 each case without its application,approval or consent,and such order,judgment or decree will continue unstayed and in effect for any period of 30 consecutive days. Section 12.02. Remedies on Default. Whenever any Event of Default under any Lease exists, Lessor will have the right,at its sole option without any further demand or notice,to take one or any combination of the following remedial steps: (a) By written notice to Lessee, Lessor may declare all Rental Payments and other amounts payabl under that Lease to the end of the then current Original Term or Renewal Term to be due; e by Lessee (b) With or without terminating that Lease, Lessor may enter the premises where the Equipment that is subject to that Lease is located and retake possession of that Equipment or require Lessee at Lessee's expense to promptly return any or all of that Equipment to the possession of Lessor at a place specified by Lessor,and sell or lease that Equipment or, for the account of Lessee, sublease that Equipment;holding Lessee liable for the difference between(i) the Rental Payments and other amounts payable by Lessee under that Lease plus the applicable Purchase Price, and (ii) the net proceeds of any such sale,lease or sublease(after deducting all expenses of Lessor in exercising its remedies under this Agreement,including without limitation,all expenses of taking possession,storing,reconditioning and selling or leasing that Equipment and all brokerage,auctioneers'and attorneys' fees);provided that the amount of Lessee's liability under this subparagraph(b) shall not exceed the Rental Payments and other amounts otherwise due under that Lease plus the remaining Rental Payments and other amounts payable by Lessee to the end of the then current Original Term or Renewal Term;and (c) Lessor may take whatever other action at law or in equity may appear necessary or desirable to enforce its rights under this Agreement as the owner of the Equipment that is subject to that Lease. Any net proceeds from the exercise of any remedy hereunder (after deducting all expenses of Lessor in exercising such remedies including without limitation all expenses of taking possession,storing,reconditioning and selling or leasing Equipment and all brokerage,auctioneer's or attorneys' fees)shall be applied as follows: (i) If such remedy is exercised solely with respect to a single Lease,Equipment subject to that Lease or rights under this Agreement related to that Lease, then to amounts due pursuant to that Lease and other amounts related to that Lease or that Equipment;or (ii) If such remedy is exercised with respect to more than one Lease,Equipment subject to more than one Lease or rights under this Agreement related to more than one Lease,then to amounts due pursuant to those Leases pro rata. In addition, Lessee will remain liable for all covenants and indemnities under this Agreement 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. Section 12.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy will be cumulative and will be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default will impair any such right or power or will be construed to be a waiver thereof,but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle Lessor to exercise any remedy reserved to it in this Agreement it will not be necessary to give any notice,other than such notice as may be required in this Agreement. ARTICLE XIII MISCELLANEOUS Section 13.01. Notices. Any written notice hereunder to Lessee or Lessor shall be deemed to have been given when delivered personally,deposited with a nationally recognized overnight courier(with all fees pre-paid),delivered via facsimile or e- mail(with confirmation of transmission),or deposited in the United States mail,certified or registered mail,addressed to recipient at its address set forth above or at such other address as may be substituted therefor by notice given pursuant to the terms hereof. Lessee hereby agrees that Lessor,including its vendors,service providers,partners,affiliates,successors and assigns,may contact Lessee at any telephone number provided to Lessor, by placing voice telephone calls (including the use of automatic telephone dialing systems or prerecorded voice messaging)or,in the case of wireless telephones or other wireless devices,by sending email or automated(SMS)text messages. Section 13.02. Binding Effect. This Agreement will inure to the benefit of and will be binding upon Lessor and Lessee and their respective successors and assigns. Muni ver.04.20.16 309087 711412016 12:14 PM Page I I of 12 Section 13.03. Severability. In the event any provision of this Agreement will be held invalid or unenforceable by any court of competent jurisdiction,such holding will not invalidate or render unenforceable any other provision hereof. Section 13.04. Entire Agreement. This Agreement constitutes the entire agreement between Lessor and Lessee. Section 13.05. Amendments. This Agreement may be amended,changed or modified in any manner by written agreement of Lessor and Lessee. Any waiver of any provision of this Agreement or any right or remedy hereunder must be affirmatively and expressly made in writing and will not be implied from inaction,course of dealing or otherwise. Section 13.06. Execution in Counterparts. This Agreement may be simultaneously executed in several counterparts,each of which will be an original and all of which will constitute but one and the same instrument. There shall be only one original counterpart of this Agreement and it shall bear Lessor's original signature and be marked"Original." To the extent that this Agreement constitutes chattel paper(as that term is defined by Article 2A of the Uniform Commercial Code), a security or ownership interest intended to be created through the transfer and possession of this Agreement can be done only by the transfer of such original bearing Lessor's original signature. Section 13.07. Captions. The captions or headings in this Agreement are for convenience only and in no way define,limit or describe the scope or intent of any provisions or sections of this Agreement. Section 13.08. Applicable Law;Jury Trial. This Agreement will be governed by and construed in accordance with federal law and, to the extent not preempted by federal law, the laws of the State. TO THE EXTENT PERMITTED BY LAW, THE PARTIES HERETO, AFTER CONSULTING (OR HAVING HAD AN OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT. Section 13.09. Electronic Transactions. Lessor, in its sole discretion, may permit Lessee to electronically copy and/or deliver by telecopier or other electronic means of transmission an executed counterpart of this Agreement,and any document, schedule,amendment, addendum, supplement or agreement related hereto or executed in connection herewith. By so copying and/or delivering any such document, Lessee hereby represents and agrees(a) that such transmission constitutes due delivery of such executed document,(b)that the counterpart of such executed document as printed by the recipient, including Lessee's signature thereon,shall be deemed to constitute an original and shall be admissible in any court or other legal proceeding as an original, and (c) to deliver to Lessor, promptly on request, such document bearing Lessee's original "wet ink" signature; provided that neither delivery nor failure to deliver the document bearing Lessee's original "wet ink" signature shall limit or modify the representations and agreements set forth in clauses(a)and(b). IN WITNESS W EOF,Lessor and Lessee have caused this Agreement to be executed in their corporate names by their duly authorized office as f the date t above written. IZ', Ci of Jeffersonvill Name of Lessee a TCF Equipment Finance a division of TCF National Bank Name of Lessor B '�`�Signature Z By: w in Signature w ! Det ��'„ Print Name and Title: Print Name and Title: w .a F dersigned,do hereby certify that the officer of Lessee who executed the foregoing Agreement on behalf of Lessee and enuine signature appears thereon, (i) is the duly qualified and acting officer of Lessee as stated beneath his or her -T4 0 e, (ii) is duly authorized to execute and deliver the foregoing Agreement on behalf of Lessee, and(iii) that the fiscalUQLessee ends o the last day of December.e: Title: Date: x — d� 'n THE ABOVE CERTIFICATION MUST BE SIGNED BY THE CLERK OR SECRETA/Y OF LESSEE,AND THE CLERK OR SECRETARY MUST BE A DIFFERENT INDIVIDUAL THAN THE OFFICER SIGNING IN THE"LESSEE SIGNATURE"BOX. Mwi_Lease_Mftt r Lease ver.04.20.16 MMK7 V14/2016 12:14 PM Page 12 of 12 tcf equipment finance SCHEDULE OF EQUIPMENT NO.001-0567153-301 TO MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO.567153L The"Agreement": Schedule of Equipment No.001-0567153-301 dated September 6,2016(the"Schedule"),to Master Equipment Lease Purchase Agreement No.567153 L dated as of September 6,2016 "Lessee" City of Jeffersonville(IN),Jeffersonville City Hall,500 Quartermaster Court,Suite 300,Jeffersonville, IN 47130 "Lessor" TCF Equipment Finance,a division of TCF National Bank, 11100 Wayzata Blvd,Suite 801,Minnetonka,MN 55305 I. Defined Terms. All terns used herein have the meanings ascribed to them in the Agreement. 2. Equipment. The Equipment included under this Schedule is comprised of the items described in the Equipment Description attached hereto as Attachment 1, together with all replacements, substitutions, repairs, restorations, modifications, attachments,accessions,additions and improvements the or thereto. 3. Payment Schedule. The Rental Payments and Purchase Prices under this Schedule are set forth in the Payment Schedule attached as Attachment 2 hereto. 4. Representations,Warranties and Covenants of Lessee. (a) Lessee hereby represents, warrants and covenants that its representations, warranties and covenants set forth in the Agreement are true and correct as though made on the date of commencement of Rental Payments on this Schedule. (b) Lessee has experienced no material change in its financial condition or in the revenues expected to be utilized to meet Rental Payments due hereunder since the date of the most recent audited financial statements reviewed by Lessor. (c) Lessee understands and acknowledges that Lessor has not acted and will not act as a fiduciary for Lessee or as Lessee's agent or municipal advisor,Lessor has not and will not provide financial,legal,tax,accounting or other advice to Lessee or to any financial advisor or placement agent engaged by Lessee with respect to this Schedule. Lessee, its financial advisor,placement agent or municipal advisor,if any,shall each seek and obtain its own financial,legal,tax,accounting and other advice with respect to this Schedule from its own advisors(including as it relates to structure,timing, . 5. Certification as to Arbitrage and Tax Covenants. Lessee hereby represents n follows: terms and similar matters) (a) The estimated total costs of the Equipment listed in this Schedule,together with any costs of entering into this Schedule that are expected to be financed hereunder, will not be less than the total Principal Portion of the Rental Payments listed in this Schedule. (b) The Equipment listed in this Schedule has been ordered or is expected to be ordered within six months of the commencement of this Schedule,and the Equipment is expected to be delivered and installed,and the Vendor fully paid,within eighteen months from the commencement of this Schedule. (c) Lessee has not created or established,and does not expect to create or establish,any sinking fund or other similar fund(i) that is reasonably expected to be used to pay the Rental Payments listed in this Schedule,or(ii)that may be used solely to prevent a default in the payment of the Rental Payments listed in this Schedule. (d) The Equipment listed in this Schedule has not been and is not expected to be sold or otherwise disposed of by Lessee, either in whole or in major part,prior to the last maturity of the Rental Payments listed in this Schedule. (e) To the best of our knowledge,information and belief,the above expectations are reasonable. (f) Lessee has not been notified of any listing or proposed listing of it by the Internal Revenue Service as an issuer whose arbitrage certificates may not be relied upon. (g) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986,as amended, including without limitation Sections 103, 141 and 148 thereof,and the applicable regulations of the Treasury Department to maintain the exclusion of the interest components of Rental Payments from gross income for purposes of federal income taxation. 6. The Agreement. This Schedule is hereby made as part of the Agreement, and Lessor and Lessee hereby ratify and confirm the Agreement The terms and provisions of the Agreement (other than to the extent that they relate solely to other Schedules or Equipm I ted on oth Schedules)are hereby incorporated by reference and made a part hereof. m City ofJeffersonvil Name of Lessee w TCF Eouinment Finance a division of TCF National Bank Name of Lessor Z B :X tva 5Signature v Bv: ca cm Signature "i 1 ce '0 Print Name and Title: p O Print Name and Title: w a Mwi_Unw-Musw-Sdxdule x.04.20.2016 309087 9/6/2016 2:21 PM tcf equipment finance ATTACHMENT 1 TO SCHEDULE OF EQUIPMENT NO.001-0567153-301 TO MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO.567153L EQUIPMENT DESCRIPTION Description/Serial No./Model No. Location One (1) 2016 Freightliner I I4SD, VN: 1420 Bates Bowyer Ave., Total Cost $348,000.00 I FVHG3CY0GHHA0696 with a Vac-Con Jeffersonville,N 47130 VXPD4212LHE HydroExcavator, SM: 01167426 together with all attachments and accessories thereto This Equipment Description shall be deemed to be supplemented by the descriptions of the Equipment included in the certificates of acceptance and payment requests submitted pursuant to the escrow agreement, if any, entered into among Lessor, Lessee and the escrow agent named therein,which descriptions shall be deemed to in incorporated herein. ) '4 -- Lessee: City of Jeffersonville(Ny' ) B (, E , — Print Name: Title: Muni_Lease_Maste_Schedule e04.20.2016 309%7 9/7f2016 10:18 AM V td equipment finance ATTACHMENT 2 TO SCHEDULE OF EQUIPMENT NO.001-0567153-301 TO MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO.567153L PAYMENT SCHEDULE Rental payments will be made in accordance with Section 4.01 and this Payment Schedule. LESSOR: TCF Equipment Finance,a division of TCF National Bank LESSEE: City of Jeffersonville(IN) COMMENCEMENT DATE*: INTEREST RATE: 2.83% PAYMENT FREQUENCY: Semiannual The first Rental Payment shall be due in arrears on the date that is six month(s)after the Commencement Date,and subsequent Rental Payments shall be due semi-annually on the same day of each six month period thereafter until paid in full. Rental Interest Principal Purchase Pa ment Pa went Portion Portion Price Lease Commencement 348,000.00 [hie Six Months from Lease Commencement 37,582.00 4,953.21 32,628.74 321.678.63 Due One Year from Lease Commencement 37,582.00 4,488.79 33,093.21 287,923.56 Due Eighteen Months from Lease Commencement 37,582.00 4.017.77 33,564.23 253,688.05 Due Two Years from Lease Commencement 37,582.00 3,540.03 34,041.97 218,965.24 Due Thirty Months from Lease Commencement 37,58200 3,055.50 34,526.50 183,748.21 Due Three Years from Lease Commencement 37,582.00 2,564.07 35,017.43 148,029.92 Due Forty-two Months from Lease Commencement 37,582.00 2,065.65 35,516.35 111,803.24 Due Four Years from Lease Commencement 37,582.00 1,560.13 36,021.87 75,060.93 Due Fifty-four Months from Lease Commencement 37,582.00 1,047.42 36,534.58 37,795.66 Due Five Years from Lease Commencement 37,582.00 527.43 37,054.57 0.00 Grand Totals 375.820. 27,820.00 348,000.00 Lessee: City Of Jeffersonville(IN) x By: Tint Nam4L4;.4 � itle: * Lessee hereby authorizes Lessor to 611 in the Commencement Date based on the earlier Of the date that Lessor disburses funds to the Vendor of the Equipment following receipt of Lessee's executed acceptance certificate,or the date on which Lessor deposits funds for the purchase of the Equipment with an escrow agent. M'w_Le e_Mada.Schcduk v.04.20.2016 309087 9/612016 2:21 PM t tcf equipment finance LESSEE'S CLOSING CERTIFICATE TO SCHEDULE OF EQUIPMENT NO.001-0567153-301 TO MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO.567153L The"E hedule of Equipment No.001-0567153-301 dated September 6,2016(the"Schedule"),to Master Equipment Lease ent No.567153L dated as of September 6,2016"LesseCity ofN),Jeffersonville City Hall,500 Quartermaster Court,Suite 300,Jeffersonville,IN 47130 "Lesso TCF Equipment Finance,a division of TCF National Bank, 11100 Wayzata Blvd,Suite 801,Minnetonka,MN 55305 XI, the undersigned, the duly appointed, qualified and acting S above-captioned Lessee,do hereby certify as of (Clerk or Secretary) of the 2(J!T0r,,as follows. X(1) Lessee did, at a meeting of the governing body of Lessee held motion duly made,seconded and carried, in accordance with all requirements of law, approve and author'ze he ecution d delivery of the above-referenced Agreement and the related escrow agreement,if any,on its behalf by th of Lessee: e 110 owi g named presentatives T le P to Xk am � i t ------------ (2) The above-named representatives of Lessee held at the time of such authorization and holds at the present time the office designated above and the signature set forth opposite his or her name is the true and correct specimen of his or her genuine signature. (3) The meeting of the governing body of Lessee at which the Agreement was approved and authorized to be executed was duly called,regularly convened and attended throughout by the requisite majority of the members thereof or by other appropriate official approval and that the action approving the Agreement and authorizing the execution thereof has not been altered or rescinded. (4) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute,an Event of Default(as such term is defined in the Agreement)exists at the date hereof. (5) All insurance required in accordance with the Agreement is currently maintained by Lessee. (6) Lessee has,in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current fiscal year to make the Rental Payments scheduled to come due during the Original Term and to meet its other obligations for the Original Term (as such terms are defined in the Agreement), and such funds have not been expended for other purposes. (7) There is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Agreement or the interest of Lessor or its assigns,as the case may be,in the Equipment. (8) The Equipment has not been the subject of a referendum that failed to receive the approval of the voters of Lessee within the preceding four years. (9) Lessee hereby designates the Agreement as a "qualified tax-exempt obligation" as defined in Section 265(bx3)(B)of the Code. The aggregate face amount of all tax-exempt obligations(excluding private activity bonds other than qualified 501(c)(3)bonds)issued or to be issued by Lessee and all subordinate entities thereof during the current calendar year is not reasonably expected to exceed$10,000,000. Lessee and all subordinate entities thereof will not issue in excess of$10,000,000 of qualified tax-exempt obligations(including the Agreement but excluding private activity bonds other than qualified 501(c)(3) bonds) during the current calendar year without first obtaining an opinion of nationally recognized counsel in the area of tax- M-,Lease_MMff_Schedule v.04 20 2016 309087 917/2016 10.18.4M 4 exempt municipal obligations acceptable to Lessor that the designation of the Agreement as a "qualified tax-exempt obligation" will not be adversely affected. (10) The Equipment is located at the following address: 1420 Bates Bowyer Ave.,Jeffersonville,fN 47130 X (11) The Equipment is located in the following county: X (12) The correct billing address for Rental Payments is as follows: Street Address: !Lz��(/J Phone: �I12 -$_-�45� Fax: Email: ` p _ Attention: X (13) The contact information of person responsible for preparing and filing Lessee's Form 8038-G or 8038-GC is as follows: Name: L464*-AWCV41i Street Address: Q�2rj�AS�C/ Phone: �I1�205 'bT'f y Fax: Email: D (14) Lessee's Tax ID number is:35-6001067. IN WITNESS WHEREOF, l hereunto set my hand and the seal of the governing body of Lessee the day and year first above written. X Signature of Clerk or Secretary 11-01,.41J- nte Name of Clerk or Secretary MmLeex-Mattm_Scheduk v 04.20.2016 309087 9/712016 1018,4M 5 tcf equipment finance LESSEE'S PAYMENT INSTRUCTIONS AND ACCEPTANCE CERTIFICATE TO SCHEDULE OF EQUIPMENT NO.001-0567153-301 TO MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO.567153L The"Agreement": Schedule of Equipment No.001-0567153-301 dated September 6,2016(the"Schedule"),to Master Equipment Lease Purchase Agreement No.567153L dated as of September 6,2016 "Lessee" City of Jeffersonville(IN),Jeffersonville City flail,500 Quartermaster Court,Suite 300,Jeffersonville,IN 47130 "Lessor" TCF Equipment Finance,a division of TCF National Bank, 11100 Wayzata Blvd,Suite 801,Minnetonka,MN 55305 Ladies and Gentlemen: follows: In accordance with the Agreement, the undersigned Lessee hereby certifies and represents to, and agrees with, Lessor as (1) Lessee has reviewed and approved the invoice(s) referenced in the table below. Pursuant to the Agreement, Lessee hereby irrevocably authorizes and requests Lessor to make payment of the invoice(s) to the vendor(s), licensor(s)or designee(s)of licensor(s)of the Equipment.Lessee agrees that all terms and conditions of the Lease are in full force and effect and Lessee shall make all payments when and as required thereby. Payee Invoice Number Amount H&H Construction Services,Inc. Proceeds of Sale $7,454.62 First Merchants Bank Payoff of Loan 3399419 $340,545.38 Total $348,000.00 (2) All of the Equipment has been delivered, installed and accepted,and is located at the following address: 1420 Pennsylvania Avenue,Jeffersonville,IN 47130. (3) Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. (4) Lessee is currently maintaining the insurance coverage required by Section 7.02 of the Agreement. (5) No event or condition that constitutes,or with notice or lapse of time,or both,would constitute,an Event of Default(as defined in the Agreement)exists at the date hereof. (6) We acknowledge that Lessor is neither the( ndor nor manufacturer or distributor of the Equipment and has no control,knowledge or familiarity with the condition,c a ity,functioning or other characteristics of the Equipment. (7) The serial number for each item of Equ' ent hat is s orth in the applicable Schedule is correct. XDATED: Lessee: City of Jeffersonville(IN) X By: rint Name: XTitte: Mwi_G.eau_Muskr Scheduk x.04.20.2016 309087 WhI2016 2:21 PM 6 tcf fpr finance ESSENTIAL USE CERTIFICATE TO SCHEDULE OF EQUIPMENT NO.001-0567153-301 TO MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO.567153L September 6,2016 The"Agreement": Schedule of Equipment No.001-0567153-301 dated September 6,2016(the"Schedule"),to Master Equipment Lease Purchase Agreement No.567153L dated as of September 6,2016 "Lessee" City of Jeffersonville(IN),Jeffersonville City Hall,500 Quartermaster Court,Suite 300,Jeffersonville,IN 47130 "Lessor" TCF Equipment Financ ,a division of TCF National Bank, 11100 Wayzata Blvd,Suite 801,Minnetonka,MN 55305 X1, a duly elected, appointed, or designated representative of City of Jeffersonville(IN) ("Lessee"), m qualifie 1 to answer the questions set forth below regarding the Equipment to be acquired by Lessee in connection with the above-referenced Agreement: 1. What is the specific use of the Equipment? The prrr»t,,y pal pose is 6 eYead4Lje CcO6 �io�t sr�i aeuss sBt r t�r�lts wbrrc�iiere art 5evtral >2+fres wt�lhor.,�-using an cx�avadar. 2. What increased capabilities will the Equipment provide? A411 prpvldl .ea,61er Ozcesr �o .moetpeeta/l y u1 are" cvl)efc IjVre A& ee 11erfnrl (A rhes. will also dilow(ttsstsE w+-!h vowr rh4,nftrr�+?ct G, po i✓+rtes to hof¢ Co/lte�rm 3. Why rslty�ie equipment essential to your ability to deliver governmental services? tf wttl allow sfaFF fa ab work oaf I&Vold oa<rwtsc be GonfrActlid oP4 4 a-gtn.em/ evAh,*4zA r. th�vs rtdvunI re jxv�Cos�fs a,,d j ,�Pl4f River 4446s down. 4. Does the Equipment replace existing equipment? (If so,please explain why you are replacing the existing equipment) 5. Why did you choose this specific Equipment? (Pm1"1Y 04 At e jut jter�f ctnd pries. 6. For how many years do you expect to utilize the Equipment? 10- 15 '1124A.rs 7. What revenue source will be utilized to make Rental Payments ue nder t Agreement? 'awe tlso j2ahs Lessee: City of Jeffersonville(IN) By /� t Print N e Title: Muni_,Lease_%Imte,Schedule v.04.20.2016 309097 U,2016 2:21 PM l 7tcf equipment finance INSURANCE COVERAGE DISCLOSURE TO SCHEDULE OF EQUIPMENT NO.001-0567153-301 TO MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO.567153L RE: INSURANCE COVERAGE REQUIREMENTS 1• In accordance with the Master Equipment Lease Purchase Agreement, Lessee certifies that it has instructed the insurance agent named below(please fill in name,address,and telephone number): V rance Agent Name: Business Phone# mpanybility: Fax Phone# rance Agent Name: Company Business Phone# Property: Fax Phone# to issue:(check to indicate coverage) —X—a. All Risk Physical Damage Insurance on the Equipment evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming TCF Equipment Finance,a division of TCF National Bank and/or its assigns as Loss Payee. Coverage Required: Termination Value Specified. _X__-_b. Public Liability Insurance evidenced by a Certificate of Insurance naming TCF Equipment Finance, a division of TCF National Bank and/or its assigns as an Additional Insured. Minimum Coverage Required: $1,000,000 per person $1,000,000 aggregate bodily injury liability $1,000,000 property damage liability. Proof of insurance coverage will be provided to TCF Equipment Finance, a division of TCF National Bank, 11 100 Wayzata Blvd,Suite 801,Minnetonka, MN 55305,prior to the time that th quipment is delivered to Lessee. Please fax a copy of the Certificate of Insurance or binder to Marisa Meyers at(866)465- 4 . Lessee: City of Jeffersonville(IN) x By. V v Print Name: Muni Leaxe_Ma w_schedule x.04.20.2016 309087 9/6:2016 2:21 PM x RESOLUTION MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO.567153L AND SCHEDULE NO.001-0567153-301 THERETO A resolution authorizing the negotiation,execution.and delivery of Master Equipment Lease Purchase Agreement No.567153L dated September 6,2016 and Schedule No.001-0567153-301 thereto,together with the related escrow agreement,if any(the"Lease"),in principal amount not to exceed $348,000,00,between City of Jeffersonville(IN),Jeffersonville City Hall,500 Quartermaster Court,Suite 300, Jeffersonville,IN 47130 and TCF Equipment Finance,a division of TCF National Bank,11100 Wayzata Blvd,Suite 801,Minnetonka, MN 55305;and prescribing other details in connection therewith. WHEREAS,City of Jeffersonville(IN),(the"Lessee")is a political subdivision duly organized and existing pursuant to the Constitution and laws of the State of Indiana;and WHEREAS,Lessee is duly authorized by applicable law to acquire such items of personal property as are needed to cant'out its governmental functions and to acquire such personal property by entering into lease-purchase agreements;and WHEREAS,Lessee hereby finds and determines that the execution of a Lease for the purpose of leasing with the option to purchase the property designated and set forth in Schedule No.001-0567153-301 to the Lease is appropriate and necessary to the function and op and erations of the Lessee; WHEREAS,TCF Equipment Finance,a division of"TCF National Bank, (the"Lessor")shall act as Lessor under said Lease;and WHEREAS,the Lease shall not constitute a general obligation indebtedness of the Lessee within the meaning of the Constitution and laws of the State; NOW,THEREFORE,BE IT RESOLVED BY THE GOVERNING BODY OF City of Jeffersonville(IN): XSection 1. The Lease,in substantially the form as presently before the governing body of the Lessee,is hereby approved,and the Mi6e of the Lessee,is hereby authorized to negotiate,enter into,execute,and deliver the Lease and related documents in substantially the form as presently before the governing body of the Lessee,with such changes therein as shall be approved by such officer,and which Lease will be available for public inspection at the offices of Lessee. Section 2. The Lessee shall.and the officers,agents and employees of the Lessee are hereby authorized and directed to take such further action and execute such other documents,certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Resolution,and to carry out,comply with and perform the duties of the Lessee with respect to the Lease. Section 3. The Lessee's obligations under the Lease shall be expressly subject to annual appropriation by Lessee;and such obligations under the Lease shall not constitute a general obligation of Lessee or indebtedness of Lessee within the meaning of the Constitution and laws Indiana. of the State of Section 4. All other related contracts and agreements necessary and incidental to the Lease are hereby authorized,ratified and approved. Section 5. Lessee reasonably anticipates to issue not more than$10,000,000 of tax-exempt obligations(other than"private activity bonds"which are not"qualified 501(c)(3)bonds")during the current calendar year and hereby designates the Lease as a"qualified tax-exempt obligation"for purposes of Section 265(b)of the Internal Revenue Code of 1986,as amended. Section 6. This resolution shall take effect immediately upon its adoption and approval. XCE IFIED AS TRUE AND CORRECT this�day of l 20 x t Signature of Clerk,Secretary or Assistant Secretary X y4-,, Printed Name of Clerk.Secretary or Assistant Secretary Muni_Lease_Maater,Raolution_BanicQualified v.04.20.2016 309087 9/62016 2:04 PM ltcf equipment finance Titled Equipment Acknowledgement NOTE:Please retain a copy of this Acknowledgment for your titling purposes. The original of this Acknowledgment along with originals of the two(2)enclosed Limited Powers of Attorney must be signed and returned to TCF Equipment Finance,a division of TCF National Bank("TCFEF")with your Contract documents. Name and Address of Customer: City of Jeffersonville(IN) Contract#: 001-0567153-301 Jeffersonville City Hall 500 Quartermaster Court,Suite 300 Jeffersonville,IN 47130 Equipment Description: One(1)2016 Freightliner 114SD,V[N:IFVHG3CYOGHHAO696 with a Vac-Con VXPD4212LHE HydreEzenvator,S/N:01167426 together with all attachments and accessories thereto Under the terms of your Contract,you are required to properly title the Equipment. The Equipment must be titled exactly as follows: Lienholder Name&Address:TCF National Bank, 11100 Wayzata Blvd,Suite 801,Minnetonka,MN 55305 Owner Name&Address:City of Jeffersonville(IN), Jeffersonville City Hall,Jeffersonville,IN 47130 If the Contract calls for co-borrowers,certificate(s)of title must include each co-borrowers'name as Owners with the word"AND"between their names. The word"OR"between the names is unacceptable and must be corrected at the Customer's expense. Par f rTitlin "Titlin Par " Customer will personally submit title work to state 1 ase check if an a for processing ❑ Agency will submit title work to state for processing Equipment is exempt from sales tax ❑ Dealer will submit title work to state for ❑ Trucking Company will submit title work to state for ❑ processing processing IRP Contact Information for Party: Name: 1-14 Street: Z Q/1 City: /WV%J1A1 �11/� State: IA Zip Code: Direct Phone Nu r: Z Fax Number: Email Address: C/ -/uT By signing below,Customer agrees(1)to title the Equipment exactly as set forth above;(2)that even if not personally submitting the title work to the applicable state, Customer acknowledges responsibility for ensuring that the Titling Party designated above will apply for titles)immediately upon funding;(3)that Customer has confirmed that the current party holding the original certificate(s)of title or certificate(s)of origin for the Equipment referenced above,if not the Customer,will deliver them[o Customer's designated Titling Party immediately upon funding;and(4)that Customer agrees to cause its Titling Party to send a cop f the o ed title a lication recei t as end d b [h a Ie tnt to T F^F a[t Party has not properly titled the E ui p rth b low wit t fundi if Customer or Customer's Titling q pment and rovided TCFEF evidence thereof within sixty(60)days of funding Customer hereby agrees to pay TCFEF delinquent title fees in accordance with TCFEF s titling policy on a recurring basis until TCFEF has received all required cectificate(s)of title for all Equipment under the above referenced Contract. TCF National Bank Attn:Title Administration Department 11100 Wayzata Blvd.,Ste 801 Minnetonka,MN 55305 Phone:866-311-2755 option#5 If you need fu er ist e,please tact our Title Administration Department at 866-311-2755 option#5. Thank you for your prompt attention in titling the Equipment. Customer: o Je ersonville(1, X B Title Date Powef0fAn_Cumonxvjg)vuer ver.05.31.2016 309097 9/6,2016 1:59 PM LIMITED POWER OF ATTORNEY City of Jeffersonville(IN),Jeffersonville City Hall,500 Quartermaster Court,Suite 300,Jeffersonville,IN 47130(the"Title Holder") NOTE TO MOTOR VEHICLE DEPARTMENT This will authorize the person whose name and specimen signature appears below to act as agent and attomey-in-fact for and on behalf of City of Jeffersonville(IN)in all matters pertaining to the titling,sale and transfer of ownership,recording a lien and applying for an original or duplicate certificate of title to the vehicle(s)described below. The rights and authority of the limited power of attorney granted herein shall be applicable to the following motor vehicle(s)only: 1FVHG3CYOGHHA06% COMPANY'S NAME: TCF Equipment Finance,a division of TCF National Bank, i 1100 Wayzata Blvd,Suite 801, Minnetonka,MN 55305 SPECIMEN SIGNATURE OF AGENT/ATTORNEY IN FACT: (Title Holder should NOT sign here) PRINTED NAME OF AGENT/ATTORNEY IN FACT: NOTE TO CUSTOMER: ONLY SIGN BY YOUR NAME BELOW AND HAVE YOUR SIGNATURE NOTARIZED. DO NOT SIGN OR PRINT YOUR NAME ABOVE. AJe Title Holder: i of efferso ),Jeffersonville City Hall,500 State of�Quartermaste Suite 30onville,IN 47130 .. Countyof , ,iuSd1•JBY er SUBSCRIBED AND SWORN TO EFORE ME TITLE: Aut of Siener THIS DAY OFe,(v 20 r fo ❑Per a y to e. K fro ed m asis of satisfactory evidence to be the pe on d before me. NOTARY PUBLIC SIGNATURE t OAYIb R. FIN f a�9 q Niter AMC.stat.at NNW s: 4A t Aoh+bon County 'yoS�M' Mr coC r 024741 MC/Chn sxolraa 04, 2019 P—erOfAO_Cuxro A')w—ver.05 31.2016 3"*7 a(v2016 1:58 PM LIMITED POWER OF ATTORNEY City of Jeffersonville(IN),Jeffersonville City Hail,500 Quartermaster Court,Suite 300,Jeffersonville,IN 47130(the"Title Holder") NOTE TO MOTOR VEHICLE DEPARTMENT This will authorize the person whose name and specimen signature appears below to act as agent and attorney-in-fact for and on behalf of City of Jeffersonville(IN)in all matters pertaining to the titling,sale and transfer of ownership,recording a lien and applying for an original or duplicate certificate of title to the vehicle(s)described below. The rights and authority of the limited power of attorney granted herein shall be applicable to the following motor vehicle(s)only: 1FVHG3CYOGHHAO696 COMPANY'S NAME: TCF Equipment Finance,a division of TCF National Bank, 11100 Wayzata Blvd,Suite 801, Minnetonka,MN 55305 SPECIMEN SIGNATURE OF AGENT/ATTORNEY IN FACT: (Title Holder should NOT sign here) PRINTED NAME OF AGENT/ATTORNEY IN FACT: NOTE TO CUSTOMER: ONLY SIGN BY YOUR NAME BELOW AND HAVE YOUR SIGNATURE NOTARIZED. DO NOT SIGN OR PRINT YOUR NAME ABOVE. Title HoJnvi,lie(I ) Jeffersonville City Hall,500 State of Quarterm0,Jeffe nville,IN 47130 BY: ��—_ County of SUBSCRRED AND SWORN TO BEFORE ME TITLE: Authorized Signer THIS C4 DAY OF_gip ,. ,�z 204(, Elnal op , Proved m o s satisfactory evidence to be the pers ho a e roe. NOTARY PUBLIC SIGNATURE +star. e DAVID R. PENOFF iWW%- flofOty Pbbtio,stafr of Inoiono r. •* Johnson County 81A%. Commission i 624747 .'otiuN' My Commission Expitrs ►�°' 2 P—erOfAct.Cum--x1is)--ver.05 31-2016 V"7 4/6/2016 1:58 PM Mach 04, 019 DEPARTMENT OF LAW Les Merkley, Corporation Counsel,,'Director of Legal Affairs 812-285-6493 office W 812-285-6403 fax www.cityofjeff.net ON'�l Jeffersonville City Hall 500 Quartermaster Court,Suite 250 Jeffersonville,Indiana 47130 OPINION OF COUNSEL Date: September 6,2016 Lessee: City of Jeffersonville(IN) Jeffersonville City Hall 500 Quartermaster Court,Suite 300 Jeffersonville,IN 47130 Lessor: TCF Equipment Finance,a division of TCF National Bank 11100 Wayzata Blvd,Suite 801 Minnetonka,MN 55305 Re: Schedule of Equipment No.001-0567153-301 to Master Equipment Lease Purchase Agreement No. 567153L dated as of September 6,2016,by and between City of Jeffersonville(IN)and TCF Equipment Finance,a division of TCF National Bank, Ladies and Gentlemen: I have acted as counsel to Lessee with respect to the Schedule of Equipment No.001-0567153-301 to Mas Equipment Lease Purchase Agreement described above and the related escrow agreement, if an attachments,exhibits and schedules thereto(together,the "Lease")and various related matters,and in this tea have reviewed a duplicate original or certified co y and all other documents as I deem relevant, it is my opine n that: Lease. Based upon the examination of these and such try 1. Lessee is a public corporation and political subdivision of the State of Indiana(the"State")within the Section 103 of the Internal Revenue Code of 1986,as amended, is duly organized,existing and operating Constitution and laws of the State,and has a substantial amount of the following sovereign meaning of (a)the Power to tax,(b)the power of eminent domain,and c under the of Jeffersonville(IN). Opolice power. The full,true and correct legal name of Lessee's City 2. Lessee is authorized and has power under State law to enter into the Lease and lease the equipment with Option to purchase,and to carry out its obligations thereunder and the transactions contemplated thereby. approval,consent or withholding of objection is required from any Federal,State or local governmental authority with respect to the entering into or performance by the lessee of the lease and the transaction contemplated th fiber my 3. The Lease and the other documents described above have been duly authorized,approved, thereby. delivered by and on behalf of Lessee,and the Lease is a valid and binding contract of Lessee enforceable accordance with its terms,except to the extent limited by State and Federal laws affecptin remedies and rights. bankruptcy,reorganization or other laws of general application relating to or affecting the enforcement m rights. g es and by of creditors' 4. Lessee has no authority(statutory or otherwise)to terminate the Lease prior to the end of its term for any reason other than pursuant to the terns of Section 3.05(a)and(b)of the Lease. An equal opportunity employer. 5. The authorization,approval and execution of the Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws,public bidding laws and all other applicable State and Federal laws. 6. The execution of the Lease and the appropriation of moneys to pay the payments coming due under the Lease do not result in the violation of any constitutional,statutory or other limitation relating to the manner, form or amount of indebtedness which may be incurred by Lessee. 7. There is no litigation,action,suit,or proceeding pending or before any court,administrative agency,arbitrator or governmental body,that challenges the organization or existence of Lessee;the authority of the Lessee or its officers;the proper authorization,approval and execution of the Lease and the other documents described above;the appropriation of monies to make Rental Payments under the Lease for the current fiscal year,or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby. 8. The equipment leased pursuant to the Lease constitutes personal property and when subject to use by Lessee will not be or become fixtures under applicable law. 9. The leasing of the equipment pursuant to the Lease is exempt from all sales, use and documentary stamp taxes against either Lessor or Lessee during the term of the Lease,and such equipment will be exempt from all state and local personal property or other ad valorem taxes. This opinion of counsel may be relied upon by TCF Equipment Finance,a division of TCF National Bank and its successors and assigns. Very truly yours, --S Leslie D. Merkley Corporation Counsel ""1 A4C<>RLQ CITYO-1 OP ID:SS �._ CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYYI THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. S CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED TE THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING ORDED R(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUf.ER ISU CONTACT NAME Jerry Rauck Insurance and Investment Group PHONE 301 East Utica St. (AIC,No.Extl 812-246-6333 FAx Sellersbur IN 47172 E-MAIL (AIC.No): 812-246-6335 Jerry Rauc ADDRESS peggyf@isu-iig.com INSURERS)AFFORDING COVERAGE NAIC N INUREDCity of Jeffersonville INSURER A Travelers Insurance 500 Quartermaster Court i INSURER 8 Jeffersonville, IN 47130 INSURER C INSURER D INSURER E COVERAGES INSURER F CERTIFICATE NUMBER: THIS I5 t0 CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSUREDEVIS NAM D ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR - ADDL SUER LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF POUCY EXP A X COMMERCIAL GENERAL LIABILITY WVD MM(DD/YYYY MM/DD/YYYY LIMITS :I t,RdS Waal X EACH OCCURRENCE S 1,000 00 OCCUR ZLP-14763484 01/01/2016 01/01/2017 PRREMISES(Eaoccccurence) S 500.000 X 10,000 DedlOccu MED EXP(Any one person) S Excluded! X Cyber Liability ZPL 15R6176A 01/01/2016 01101/2017 PERSONAL B ADv INJURY 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER --- POLICY PRO- LOC GENERAL AGGREGATE JECT2,000,00 OTHER PRODUCTS-COMPIOPAGG f 2,000,00 AUTOMOBILE LIABILITY --- -------'---- -- Cyber Lia S 50,00 A X COMBINED SINGIf-LIMIT -- ANY AUTO 81Eaaccldenq E 1,000,00 X -00B165147 01/01/2016 01/01/2017 BODILY INJURY(Per person, S ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS NON-OWNED BODILY INJURY rPer accident) S " _. AUTOS PROPERTY DAMAGE rPer accident) $ UMBRELLA UAB X S OCCUR 'A EXCESS UAB EACH OCCURRENCE S 4,000,00 CLAIMS-MADE ZUP-14T63496 01/01/2016 01/0112017 DED X RETENIIONg 10000 AGGREGATE _,. $ ,4,000,00 WORKERS COMPENSATION .-._— 3 AND EMPLOYERS'LIABILITY X R A ANI DROPRIE-CR/PARTNERIEXECUTNE Yl,N UB-5C579967 . STATUTE ER OFrI(:FP1MEMBER EXCLUDED N,A 01/01/2016 01/01/2017 EL (Mandatory In NH) EACH ACCIDENT ,s ,000,000 -_.. If yes describe unoef E L DISEASE-EA EMPLOYEE S 1,000,000 DESCRIPTION OF OPERATIONS below - ... A Leased/Rented Equi ;t DISEASE POLICY LIMIT S 1,000.00 63050552193 01/01/2016 01/01/2017 Limit 100,000 - Ded 2.50 OFSCRIPTION OF OPERATIONS i LOCATIONS r VEHICLES (ACORD 101,Additional Ramarka Schedule,may be attached rt more apace fs required/ See holder notes CERTIFICATE HOLDER CANCELLATION TCF-EQP SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE TCF National Bank THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Marie Gronlund ACCORDANCE WITH THE POLICY PROVISIONS, 11100 Wayzata Blvd Ste 801 Minnetonka,MN 55305 AUTHORIZFD REPRESENTATIVE J 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(20141011 The ACORD name and logo are registered marks of ACORD [NOTEPAD: HOLDER CODE TCF-EQP CITYO-1 INSURED'S NAME City of Jeffersonville PAGE 2 OP ID: SS Daeu ;TCF National Bank is loss payable and09/06/2016 additional insured on Contract # 001-0567153-301 2016 Freightliner 114SD Vin}/ 1FVHG3CYOGHHA0696 with a Vac-Con VXPD421j2LHE HydroExcavator, S/N:01167426 together with all 11i!attachments and accessories thereto. value $400,000. '000 Deductible Comprehensive 2500 Deductinble Collision +r i! I Ci i i f t I I j w i i i ! s i i w r I } i I I J tcf equipment finance INSURANCE COVERAGE DISCLOSURE TO SCHEDULE OF EQUIPMENT NO.001-0567153-301 TO MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO.567153L RE: INSURANCE COVERAGE REQUIREMENTS 1• In accordance with the Master Equipment Lease Purchase Agreement, Lessee certifies that it has instructed the insurance agent named below(please fill in name,address,and telephone number): V rance Agent Name: pany Business Phone# ility: Fax Phone# rance Agent Name: Company Business Phone# Property: Fax Phone# to issue:(check to indicate coverage) __X_a. All Risk Physical Damage Insurance on the Equipment evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming TCF Equipment Finance,a division of TCF National Bank and/or its assigns as Loss Payee. Coverage Required: Termination Value Specified. _X_b. Public Liability Insurance evidenced by a Certificate of Insurance naming TCF Equipment Finance,a division of TCF National Bank and/or its assigns as an Additional Insured. Minimum Coverage Required: $1,000,000 per person $1,000,000 aggregate bodily injury liability $1,000,000 property damage liability. Proof of insurance coverage will be provided to TCF Equipment Finance, a division of TCF National Bank, 11100 Wayzata Blvd,Suite 801,Minnetonka, MN 55305,prior to the time that th quipment is delivered to Lessee. Please fax a copy of the Certificate of Insurance or binder to Marisa Meyers at(866)465- 4 . Lessee: City of Jeffersonville(IN) x By' P ` l Y rint Name: XTitle: Muni,Lase Mestw-scheduk x.04.20.2016 309087 916(2016 2:21 PM 9 RESOLUTION MASTER EQUIPMENT LEASE PURCHASE AGREEMENT NO.567153L AND SCHEDULE NO.001-0567153-301 THERETO A resolution authorizing the negotiation,execution,and delivery of Master Equipment Lease Purchase Agreement No.567153L dated September 6,2016 and Schedule No.001-0567153-301 thereto,together with the related escrow agreement,if any(the"Lease"),in principal amount not to exceed 3348,000.00,between City of Jeffersonville(IN),Jeffersonville City Hall,500 Quartermaster Court,Suite 300, Jeffersonville,IN 47130 and TCF Equipment Finance,a division of TCF National Bank,11100 Wayzata Blvd,Suite 801,Minnetonka, MN 55305;and prescribing other details in connection therewith. WHEREAS,City of Jeffersonville(IN),(the"Lessee")is a political subdivision duly organized and existing pursuant to the Constitution and laws of the State of Indiana;and WHEREAS,Lessee is duly authorized by applicable law to acquire such items of personal property as are needed to carry out its governmental functions and to acquire such personal property by entering into lease-purchase agreements;and WHEREAS,Lessee hereby finds and determines that the execution of a Lease for the purpose of leasing with the option to purchase the property designated and set forth in Schedule No.00 1-0567153-301 to the Lease is appropriate and necessary to the function and operations of the Lessee; and WHEREAS,TCF Equipment Finance,a division of TCF National Bank, (the"Lessor")shall act as Lessor under said Lease;and WHEREAS,the Lease shall not constitute a general obligation indebtedness of the Lessee within the meaning ofthe Constitution and laws of the State: NOW,THEREFORE,BE IT RESOLVED BY THE GOVERNING BODY OF City of Jeffersonville(IN): Section I.,The se,in substantially the form as presently before the governing body of the Lessee,is hereby approved,and the �!/�—of the Lessee,is hereby authorized to negotiate,enter into,execute,and deliver the Lease and related documents in substantially the form as presently before the governing body of the Lessee,with such changes therein as shall be approved by such officer,and which Lease will be available for public inspection at the offices of Lessee. Section 2. The Lessee shall,and the officers,agents and employees of the Lessee are hereby authorized and directed to take such further action and execute such other documents,certificates and instruments as may be necessary or desirable to carry out and comply with the intent of this Resolution,and to carry out,comply with and perform the duties of the Lessee with respect to the Lease. Section 3. The Lessee's obligations under the Lease shall be expressly subject to annual appropriation by Lessee;and such obligations under the Lease shall not constitute a general obligation of Lessee or indebtedness of Lessee within the meaning of the Constitution and laws of the State o Indiana. f Section 4. All other related contracts and agreements necessary and incidental to the Lease arc hereby authorized,ratified and approved. Section 5. Lessee reasonably anticipates to issue not more than$10,000,000 of tax-exempt obligations(other than"private activity bonds"which are not"qualified 501(c)(3)bonds")during the current calendar year and hereby designates the Lease as a"qualified tax-exempt obligation"for purposes of Section 265(b)of the Internal Revenue Code of 1986,as amended. Section 6. This resolution shall take effect immediately upon its adoption and approval. XCE IFIED AS TRUE AND CORRECT this y s da of. Q��20�• x � t Signature of Clerk,Secretary or Assistant Secretary y��s Printed Name of Clerk,Secretary or Assistant Secretary Mwi_Lense_Mauer,Re lU5on_BankQwliried v.04.20.20163090879/&20162:04 PM tcf equipment finance Titled Equipment Acknowledgement NOTE:Please retain a copy of this Acknowledgment for your titling purposes. The original of this Acknowledgment along with originals of he two(2)enclosed Limited Powers of Attorney must be signed and returned to TCF Equipment Finance,a division of TCF National Bank("TCFEF")with your Contract documents. Name and Address of Customer: City of Jeffersonville(IN) Contract#: 001-0567153-301 Jeffersonville City Hall 500 Quartermaster Court,Suite 300 Jeffersonville,IN 47130 Equipment Description: One(1)2016 Freightliner 114SD,VIN:I FVHG3CYOGHHA06%with a Vac-Con VXPD4212LHE HydroExcavator,S/N:01167426 together with all attachments and accessories thereto Under the terms of your Contract,you are required to properly title the Equipment. The Equipment must be titled exactly as follows: Lienholder Name&Address:TCF National Bank, 11100 Wayzata Blvd,Suite 801,Minnetonka,MN 55305 Owner Name&Address:City of Jeffersonville(IN), Jeffersonville City Hall,Jeffersonville,1N 47130 If the Contract calls for co-borrowers,certificate(s)of title must include each co-borrowers'name as Owners with the word"AND"between their names. The word"OR"between the names is unacceptable and must be corrected at the Customer's expense. Xor Tftlfn "Tidi ar " Customer will personally submit title work to state 1 se check if an a 1 for processing ❑ Agency will submit title work to state for processing Equipment is exempt from sales tax ❑ Dealer will submit title work to state for ❑ Trucking Company will submit title work to state for ❑ IRP processing processing Contact In ormadon for Party: Name: Street: Z Q/1 City: fSDgtillut /n/ state: Aj _ Zip Code: 7/ Direct Phone Nu r. Z Fax Number: Email Address: el _ f By signing below,Customer agrees(1)to title the Equipment exactly as set forth above;(2)that even ifnot personally submitting the title work to the applicable state, Customer acknowledges responsibility for ensuring that the Titling Party designated above will apply for title(s)immediately upon funding;(3)that Customer has confirmed that the current party holding the original certificate(s)of title or certificate(s)of origin for the Equipment referenced above,ifnot the Customer,will deliver them to Customer's designated'Girling Party immediately upon funding;and(4)that Customer agreesrequd s Titling Party to send a conv of the oroc cr a lication recei t as e d [h a tat [ T F [t d title Party has no[properly titled the Equipment and provided TCFEF evidence thereof wi hin sixty(60)ding Cus[omerrhereb aunt es[o or Customer s Titling title fees d accordance with Te titling policy on a recurring basis until TCFEF has received all rtificates)of title for all Equipmem underF eealbove nt referenced Contract. TCF National Bank Attn:Title Administration Department 11100 Wayzata Blvd.,Ste 801 Minnetonka,MN 55305 Phone:866-311-2755 option#5 4Equ, please tact our Title Administration Department at 866-311-2755 option#5. Thank you for your prompt attention in titling the ille(I e-- Date Powerofgn C"0Tneri%0wftrver.05.31.2016309097wRi2or61:5x PM LIMITED POWER OF ATTORNEY City of Jeffersonville(IN),Jeffersonville City Hall,500 Quartermaster Court,Suite 300,Jeffersonville,IN 47130(the"Title Holder") NOTE TO MOTOR VEHICLE DEPARTMENT This will authorize the person whose name and specimen signature appears below to act as agent and attorney-in-fact for and on behalf of City of Jeffersonville(IN)in all matters pertaining to the titling,sale and transfer of ownership,recording a lien and applying for an original or duplicate certificate of title to the vehicle(s)described below. The rights and authority of the limited power of attorney granted herein shall be applicable to the following motor vehicle(s)only: IFVHG3CYOGHHA06% COMPANY'S NAME: TCF Equipment Finance,a division of TCF National Bank, l 1100 Wayzata Blvd,Suite 801, Minnetonka,MN 55305 SPECIMEN SIGNATURE OF AGENT/ATTORNEY IN FACT: (Title Holder should NOT sign here) PRINTED NAME OF AGENT/ATTORNEY IN FACT: NOTE TO CUSTOMER: ONLY SIGN BY YOUR NAME BELOW AND HAVE YOUR SIGNATURE NOTARIZED. DO NOT SIGN OR PRINT YOUR NAME ABOVE. f 1 Title Holder: i of effersonvill IN),Jeffersonville City Hall,500 State o� �/� p - Quartermaste u Suite 300,Je rsonville,IN 47130 ) BY: — CountyofS ) TITLE: Aut razed Signer SUBSCRIBED AND SWORN TO EFORE ME THIS--& DAY OF 20 rrb ❑Per a y to e_ — �ro ed m More satisfactory evidence to be the Pe on o d before me. NOTARY PUBLIC SIGNATURE DAVI Pilo s �rohr tioec.itot.of Maahe R Cew rms On co }y...' My C Won•624747 suOn OIAM mt Mor h 04, 201ExqA"s P—erofAn_CuMomeris()WM ver.OS 31.2010 30W87 W&2016 1:58 P.M LIMITED POWER OF ATTORNEY City of Jeffersonville(IN),Jeffersonville City Hall,500 Quartermaster Court,Suite 300,Jeffersonville,IN 47130(the"Title Holder") NOTE TO MOTOR VEHICLE DEPARTMENT This will authorize the person whose name and specimen signature appears below to act as agent and attorney-in-fact for and on behalf of City of Jeffersonville(IN)in all matters pertaining to the titling,sale and transfer of ownership,recording a lien and applying for an original or duplicate certificate of title to the vehicle(s)described below. The rights and authority of the limited power of attorney granted herein shall be applicable to the following motor vehicle(s)only: 1 FVHG3CYOGHHAO696 COMPANY'S NAME: TCF Equipment Finance,a division of TCF National Bank, 11100 Wayzata Blvd,Suite 801, Minnetonka,MN 55305 SPECIMEN SIGNATURE OF AGENT/ATTORNEY IN FACT: (Title Holder should NOT sign here) PRINTED NAME OF AGENT/ATTORNEY IN FACT: NOTE TO CUSTOMER: ONLY SIGN BY YOUR NAME BELOW AND HAVE YOUR SIGNATURE NOTARIZED. DO NOT SIGN OR PRINT YOUR NAME ABOVE. Title Holder: Ci Je ersonville(I ) Jeffersonville City Hall,500 State of Quartermaster Co Site 300,Jeffer nville,IN 47130 �� "A ) BY: County of ) TITLE: Authorized Signer SUBSCROED AND SWORN TO BEFORE ME THIS DAY OF ff'PrnNos oved satisfactory evidence to be the per e me. NOTARY PUBLIC SIGNATURE .rt[e DAV{0 R. PENOFF ;'NoWi• "o"ru0ae,state of lnoono r. ;r Johnson County jEA►,: Commission i 624747 My Commission Expires MnrCh 04, 2019 PoweKM"('UMO"190w er ver.05.31.2016 3090%7 4/6/2016 1:58 PM