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Home My WebLink AboutPNC D1219-001'PNC LEASING CORP, Less,", Pittsburgh, PA 15265 ~.~ SCHEDULE OF LEASED EQUIPMENT; Schedule Number ~ Date LESS~: City of jeffersonville, IN 1000 Fulton Street Jeffersonville, IN 47130 SUPPLIER: Environmental P,O. Box 8676 Ct~attanooga, TN 37414 p ~'~.5~SlN G C~O RP/.lzes~or 1, This $checlula of Lea~d Equipment (",~d uis") is hereby reeade a pat o! the Lease Purchase Agreement b~n the u/lder~i~lne0 Lss~r ar~ th~ undersigned Lessee dated tho loth day of ~ebma~. _~9~. Alitem~s and ~ondil~ns of sale Le~e are Inco~omted herein by reference. 2. The EQuipment subject to tho Le~e is: Refer to Lessee Ac~aetan~e Ced~fi~te, dated Febma~/16, lgg8 for a detailed equipment dassriptisn. THE TOTAL EQUIPMENT cOST iNCLUDING TAXES LEVIED AT THE TIME OF SALE IS'. $298.51S,00 3. The Equipment shall be Iooa~:l at 100~1 Fulton S. tme~ .~,~r.-,~lie Clark IH 47130 s-r~EEI' CITY COUNTY ,~TATE ZIP arid shall not be removed thcmf~'ore without I.esso~ prior written ~nsent, ~ lease thm~ shall renew automatic:ally at the eno eT e~n [~r,a, F=.,,;,, ,~...~= -- , The Tortniflatlnn Date shell be .... the Lessee shall pay rent fo~ ~ Equipment dur~g the loam term in aeeo~nce with the achedais of rent payments attached aa Exhibit A ( S, The interest a~ principal c, omDonent of ea~ rent payment shall be ss Set fo~ 011 the Payment Sohodule. "Payment Sc, hadrian. 6, The Concluding payment for the E~Uiprnent as of any rent payment d~e shall be the amount idantifi~ ad audi1 an the Poymant Schedule oppas~e the al)pli~bis ~t payment date. PrcNIbed Lessee 13~ tO Le$~or all paymants of rent aa set foEth Off1 the payment Schedule fram ttto ~ortlmoncement date through tho Torntiflatisl~ Date, as of the Termlnaholl Da~e the C~nciudillg PaymeN allall be $1,0~. 7. Lessee represents a~ waffant~ that the sa~ and lease of tho F~uipment is exerept fare an)' and ell ssiss, uae or other transfer taxas, prior to ~e commencement of the Leaee [.eMee ~hel[ darner to Leseef exeml~3n ¢e~tss, numbers and the like to evidence suCh exemption frore taxation, · By exa~uring, and dalt~er~g th Lessor the Lessee Acceptance form afiechnd hetafo, Levee warrants, coveTl~nts, end agrees that (al Le~e ~"-a rec~eivecl ali Equtpment described in thiS SChedule at the lee~Jo~ bescribed In 3 hereo~ ~) Leased has duly iaspectact and ?c"~Pts suCh Equipment without r~elvattee$; (da Lessee is unceeditJonaW bound to pay to L,ee~r the t~al rent and other payments due ur~der the.Lease, whether or flat an~ EqUipment described herein may now 13e er hereafter be~ome utlSafisf~e.~17 is any ~$pect. subject to Lessse's r~lhts to is~mlnats the Lease: and (ri) not Wlth~tasdlng mlything oontalnee herein, Leaso~ end Lessee shall ¢onflaue to have all rights whi~l otthe~ of there mignt othen;~lee have with mepeut fo Equipme~t des~ihed he-dill ~galnst any manufa°tumr er asller of said Equ~ent °r any pa~'t~efeof' ADDITIONAL RE'MARKS: Lessee hereby grants lessor a ee~urlty intef~$r in n ~ertain v ehic~e identified by VII1 No. t FV6HFABXWH8I~? 157 as evidenced I;y a first fiellhokJet Dositiefi on Indiana Ce~ific~te of Title Nh, g707fl 07042. IN WITNESS WHElPEd)F. the pallas have executed this schedule this /-/-~' day of ~' 1998. Title: ./' ...lq,~¥0]: V ~PNC LEASING caRP pittsburgh, Pennsylvania 1S265 LV, ASE PURCHASE AGREEMENT Page I of 13 PNC Lease No. 1219 Address: Ci~ of lefforsonville, IN 1000 Fulton S~'cet jeffersonvillc. IN 47130 Conta¢l: Bobby Ervin Phone: This Lease I',urchasc Agrecroent (~he "Agreeroent"), made this ~ day of Febnmr~, 199g. by and betw~n PNC LEASIN6 COP, P, a subsidiary of PNC Bank, National Associafiun) (the "Lessor") and City of.leffersonville- ~ (the "Lessee"), a political subdivision or agency orgenlzed and existing under and by vi~toc of the Constitulion and laws of the $mte of Indiana (the "State"). machinerY, equipraan~, and other personal proper~ (.mmvlotmuy "Itero el mqmproent ~a ~ .......... ~ _.,_.~ .... Schedules of Leased £quipm~nt which are or may t¥om tiros to time bar,after be executed by L~ssor and Lessee and attached berate or incurpolatcd herein by reference ("Schedules") upon th: terr~ and ¢ooditions set forth in this Agrocro¢llt, ~ sul)plemen~t, as regards each l~cm of Equipment, by'the lerms and conditions set forth in the schedule idunfifyio~ that Item of Equipment, The invalidation, fulfillment, waiver, termination, or other disposition of any rights or obliga~inns of elthcr the L~sce or Lessor, Or both of them, arising from tho ~x~cutinn of thi~ Agreement in conjunction with any ella Schedule shall not affect the status of the rights and/or obligatiotls with clth~r or bo& of those per~ies arising from thc cxecutlon of this Agreement in conjunction with any other Schedule~ so Ion~ as the Lessee has ual defaulted under the terms and conditlon~ of this Agroemem or any Schedule. In the event of any such default by Lessee, Lessor . · - · Leasco may deci~re this Agrocroem and any ,%hedule to be in default hereunder and the Lessor may proceed with its remedies agamst the in accordance with P~,,agraph 30 hercla, with respeci to any one Schedule or all Schedules. An executed counterpart of this Agreemant (including any Schedules, Insurance Schedules, other schedules, exhibits and certificates rela~ed h~reto and ail supplaraents, amandmen~ addenda or riders theresa) or a photocopy thereot'~ together with an executed original of any numbered Schedule marked "Lessor", shall be the original "lease" for thc Equipment described in such Schedule and together thc~ shall consti~te s se[rotate and enforceable lea~c (herein, the "Lease"). Ali other cxecut~t coont~l~ of such numbered Schedule shall be mark~ and annsidered a 'Dupiicate". To the cxt~nt, this Lease eonstilutes chapel paper, as thai term is defined in thc Uniform Comtoercial Code as adopted and in effect in the CommOnwealth of pannsylvania ("UCC"), no securiP] [nlerast in the Lease may be oreat0~ through the w~nsfer of possession of any counterpar~ other than the Lessor copy of each numbered Schedule. -~ _wafions under this Agreement commence upon tbs wliilan acceptance hereof by Lessor and shall end upon full ,.. TERM. The obi ,~ .......... :*:-- -nd covenant ~t forth in this Agreement and any Schedule mid any extensions hereof, including the payment of rellt. The original term of thc Leto for each applicable Schedule to this Agreement shall commence on the dat~ indicatvd on such Schedule and shall terminate oll the last day of the riscal year of Lessee in which the The term of the Lease for such applicable Schedule to this Agreement shall be automatically renewed ax the commenceroam dam occurs, termination date set forth in the original term and each ran~at term hereof for an addkional one year period or unlil the end of the . - · of the Lease applicable Schedule, if ~ooner (the "Termination Date'S). NotWithstanding anyone contalt~ed hereto to the canmuy, the tlnn for each Schedule to this A~ecmant shall t~rminete on the earliest to occur of: (1) temli~ation of the Lease by Lc~ec pursuant ~o paragraph 12 due to non-appropriatton of funds; (ii) a default by Lessee and Lessor's Cleetioll to terminare the Lease under peraojaph 30; (iii) the ' ' · ' ' Dale. payment by Lessee of all rant paymants authorizeci or required w be paid by Lessee hereunder; or0v) the TermmaUan (a) During the original t=rra and all renewal turns, the rent for the Items of Equipment d~scribed in each Schedule shall be the amount s',ated in such Schedule. (b) Rant is an absolute obligation of L~ssee due upon the tncaptton of each reritat term and payable as specified · each per~mular Schedule in-aspectlv¢ of any claims, d~mar~ds, set-ofl~, actions, suits or proe~dlngs that Lessee may have or assert agair~st Lessor or any supplier o~'Equipment. Rent shall b~ payable to Lessor at its office at Two PNC plaza, 131h Floor, 620 Liberty Avenue, Pinsbu~h, Pennsylvania, I ~!6f, or at such other place ~ Lessor or its assigns may designate in writing to Lass~ from time to time. (c) l.-'ssor ~nd L~ss~ uudersSmd and m~ ~t ~e obhgafiou of L~ ~ ~y ~t h.em~ ~all ~ a ~nt of Lessee ~d shall not in any w~ ~ ~ns~d to b= a de~ of ~ in ~ou~wntlou of ~y ~H~le co~mtion~ or l~i~{ons or r~ir~en~ conc~g ~e ~au~ of ~de~ ~ ~, nor sh~l ~ co~ h~in co~fi~ a pled{~ of · e general ~ ~v~ues, ~u~ or monies of L~see. (d) ~tal ~cn~ shall be ~ conSide~i~ for L~c's u~ of~e Equipm~z duHn8 ~ ~ppllcable yc~ · which ~ymen~ ~c (c) A ~.iou of ~h ~t pa~t is ~id ~, and m~senm paFmvu~ of, ~te~t ~d ~e ~l~ce of ~ch mn~ pa~cut is ~, ~d ~r~nm p~ent 0f, ~cip~. ~c ~cnt s~edulc a~h~d ~ ~ibit "A" m ~h a~li~le Schc~lc (~c "Pa~ent ~h~ulc)s~fo~ PJ . - , ~ .... ~...~on~a..~iafionof~s~fu~mp~phl2he~o, no ~.her obliiation for ~e pa~ent of~e ~inci~{ or in~ posen of ~nt pa~en~ shall exist su~equm~Z ~o ~e ;e~ion nonren~al of ~ Le~= at ~e end of such fi~al y~ except for ~= obli~fio~ ofLe~¢= ~t fo~ ~ ~ph 12~). ~om such du~ dine ~ul ~d at me n,~ ~n~, fiR~u p~t (15%) ~r ~ s~ple bm~t. Such d~lhqa~t ~t~ ~all ~ ~bl~ upon d~d. ~t.~ ~H accrue at whefier or not jud~t h~on ~ been eme~. LEA~E OF EOUIPM~m ~ r ' ' ~ ',.. __.,.u .~. -~ible ~0~ of ~ss~ s a~on~, ~quipm~nt for o~ or mom ~ovemm~nml or pmpfi01~ ~nouons or Les~ ~,,~smn~ win, u,v ~ .... r- or household ~d ~a~ ~ ~uipm~I will uai ~ us~ ~ a ~ or b~ for a busings ~ commcmhl pu~, or for 0emonat, f~ily s~ALLATION. Levee will s~lecl ~e ~p~, qu~ti~ ~d l~lizr ofe~h Imm of Equipme~ 6. DELIVERY A~ IN ........ ~ ~- ~o.~. ~om guch ~unnli~, or Le~ may at im o~ion el~ lo ~c~ ~om Lessee ~ ~si~m~n~ of ~y ~ing pu~h~e o~r of L~ or pur~h~ ~e Equipmen~ ~om ~e u~u ddlv~ of a Bill of Sale a~pmble to Le~sor. On or p~or to ~e com~cnc~mcn~ of ma~h Schedule lo ih~ Le~e. ~ss~ ~all mxm~u~u ~d deliver to ~ssor ~ Levee A~p~ce Celibate · fo~ ~nd sub~a~ ~ ~rovidmd by L~or, Lessor shah uol b~ ~ble for ]~ or ~e o~ion~d ~ ~Y cause, c~ums~m or event of wh~ u~, ~iud~, b~ not Hm~d to, ~i~ of or duhy ~ d~liv~, dellve~ w ~ong . - , . o~hmr th~ thru Equipment, ~ ~ ~he Equiom~n~ ~ov~m~? dehvo~ of Improper ~ulpm~t, or prOp~ - ._~ ~;~ un. ~ .nlike ~l~r~. ~eu, ~ [~ ~, wtu ~y all p~kin~ in~lladon~ te~8 ~d ~ ~id~n~l chum ~ conn~ion wi~ ~ doliveW, ~{l~ou ~d use of ~a~ h~m of Bqui~m~ a~d ~all bm ~s~ible fur ~su~g ~ ~quipm~t while ~ ~sit' in ~ ~v~t &at ~m oost of ~y l~m of Equipm~t diffm~ ~om &e pri~o ~t ~ in Hm~ pu~h~e ord~ the~or, ~e monthly rental shall ~ ch~ied a~Ord~gly to ~lly refle~ ~y such int~ff~nce by ~e Les~r, ur by my p~ ~laim~6 by or ~mu~ thc L~or. EACH PA~T THB~OF 15 OF A SIZe, D~SIO~., ~ THE LESSEf, (ii) ~E L~SSE~ IS SATISFIED T~T ~E EQU~M~NT AND EACH PART T~OF IS SU~ABL~ FOK ITS ~SpEcFIVE pURPOSE, (iii) ~ LESSOK IS NOT A ~RC~NT, ~FA~R OR A D~LER ~ PROP~R~ OF SUCH K~D. (iv) THE EQUIPM~ A~ ~ACH pART ~OF IS L~S~D ~DBR s~CT TO ALL APPLIC~LE LAW9 AND OOVE~E~AL ~G~ATIONS NOW ~ EFFECT OR H~A~K ~oP~D AND ~ THE ~A~ AND colD.ION ~EN T~E ~ME FI~T BECA~ 5UB~CT~ ~lS LEASE, ~O~ ~p~S~TA~ON OR WA~2~ OF A~ K~D BY T~ LESSO~ A~ (v) ~E ~55OR LEASES ~ EQUIPMENT, AS IS. wITHOUT WA~N~ OK ~p~SBNTATION BI~R EXP~$S OR I~LIED, AS TO (A) ~ coNDITION, FI~ES$, D~SIGN, QUALI~, CAPACI~. we~NSHIP' OPEn. ON, AND MERCHANTABILI~ OF THE EQUIPMENT. (B) ~ LESSOR'S ~E ~E~TO, OK (C) ~Y OTHER ~ER ~OEVE~ IT B~G AG~ED ~T ALL SUCH ~SKS, AS AMONO THE LESSOR A~ T~ TO BE BO~E BY ~B LESSEE, ~D T~ B~EflTi OF A~ A~ ALL I~L~D W~N~ES A~ ~p~S~ATIONS OF L~SSOR A~ HE.BY WAIVED BY LESSEE. L~or i~ not r~ipouslble or liable for ~y ~rect, indi~c~, incidental, or ; ~NC LI~'A~ING ~'sgt 3 of 13 consequential damage tn, or loss reuniting from, '&e inml~.tion, operation, or use of ~'~y It,ll of P~!uipmtllt or any produc~ manufaciured · ,hereby. It is expreesly understood th~ the Lossoe's recourse for breach of any, r~pros~ntaflon.or wasr/m~y of the vendor or supplier is limited to such vendor or supplier. Lessee will be subro~ted to Lessor's claims, if any, against thc manufacturer or supplier of the · upon written r~quast from Lessee, Lessor shall take all reasonable action Equipment for breach of any warranty or represenmnon end, requested by Lessee to enforce any such warranty, ext~ress or implied, issued .on or applicable anforceable by Lessor in i~s own name, 0rovided, however, tha~ (a) Lessee is not m default under th~s L~ase and (b) Lessor shall not be obligated to resor~ to litigalian to enforce any such warranty unless Lessee shall pay all cxponsas in connection therewith. Notw~hstandin~ thc forcgning, ~'s ohli~arinns to pay the renUtls or uthcrwisu under this Lease shall Be and are absolute end unconditional. Ali proceeds of any such w~'rnnty recovery from ~he manu~anturer or supplier or,he Equipment shall first be used r~alr the affected Equipment. U on acceptance of the Equipment (as ~videnced by the axe,orion and delivery by Lessee of a Lessee Acceptance 9. ~.I.T.L~. P ......... ~-' ~ddi~i0r~S r~,~i,~ r~tacan~ent~ or mnditlcations shall Certificate) end during the ~ of the Lease, rule ~o me ~qu proem anu an~, ~u~ ~,,. , r--', -~' vest in Lessee, subje~ to the rights of Lessor hareunder; provided, however, ~ha~: (i) in the event of~rminarion of the Lease by Lessee, including t~ination pursuant to paragraph 12 hereof, without Lass~ ~xerc sins its option to purchase the Equipment; or (ii) upon the occunrnce of an Event of D~anlt hereunder, title shall immediately and automatically, without any action by Lessee, vest in Lessor or it~ assigns and Lessee shall peaceably surrender possession of the Equipment to Lessor. In any of such cases, Lessee agrees to execute such instruments and to do such things as LessOr reasonably requ~t.s in order to effectuate Iransfer of any and all of Lass~e's ri~t, title and interest in thc £quipmont to Lessor. RiTYAN!FF, RF.,~ in order to secur~ all of its obligatinus hereuntler, Lessee hereby (i) grants to Less°r a first ~.d. ?tint SccurlW interest and li~n in and to any and ail right, tnlc enu m~res~ ~x ~..~o~ attachments, accmsions, and substitutions thereto, and on an)' pro~eds thereil'om, (ii) agrees that this Leasc may b~ filed ~ a t-mancinS statement evidencing such s~¢uriVJ interest, and (iii) acres to axe, ute and deliver all finencln§ s~,tem~nts, affidavitS, notions, certificates of title a~d other documents and instruments, in fonn satisfactory to Lessor, which Lessor deems n~c~asa~ or a!~p.~pril~te to establish, maintain and pro,ecl its seeuri~ in~ercst in the Equipment and the Lease, and upon assignmenL the s~curity int~'csi of cait assi~ee of Lessor in ina F~luipmont ortho Lessu. Lessee authodz~ Lessor to make ~hc Lessor's s~eurity interest a matter of public record by filing any do.meatS Le~or deems n~assary for that purpose, and L~s~e shall be responsible and pay for any co,ts ~ss~:iai~d with SUCh filings, in addition, Lessee agrees that L~sor shall have thc ri.gin to mark each l~em of Equipment in a dlsViuct and conspiCuouS manner with the , Lessee shall nm alter, dcfacu or remove any of Lo.ors security n~me of the Lessor as a secured creditor, ss Lessor sha]l ~ appropriate. illterest identification plates or markings on any Item of Equipment end, upon Lessods request. Lessee shall affix or re-affix such identification. With respect to ~ach Sched~ll¢ to this L~su, and as a condition to Lassor's entering in~o each such Schedule, 11. FORM ~035. .. ,. ' ........ ~,,,. -x~uted and com~l~ed Internal Revenue Service For~ ~0~S-~ for filing blt L~ssor At Less~*s rcqu~% Lessor in itS sole discrelion, may per, nit L~ssee lo ldo Internal g. evenue Form $0~8-GC, in lieu on behalf of L~sue. · of FOrm $0~$-~, provided L~ssor is provided adequate assurancas the Form $0~$-GC will hc timely and properly filed. Lessee shall provide I~ssor wi~ acmtified copy of Form $035-GC immediately at, er Lessee files the form with the Internal l~venne Service, with the date of filing norad on the certificate. 12. ~T1ON OF ~'L1NDS: NON'.SUB~TITUTION. hstandin~ anvthin~ contained in this Lease to the contrary, in the event no (a) Not'wit ,- ~-- ~ . - ..,k ....... ;" any fisc~ ~'iod for rear payments duc under ' nde .~r¢ ot~herwise unavailable oy any means ~.~,a~., appropna~d end badgered or fu ..... ~ -,--~- ...... cc and this Lease shall terminate on the last day of ~is Lease, Lessee will immediately notify the Lessor or its sssxgne= o~,u~, o. ...... 0fanY kind whatsoever, except as to the the fiscal period for which appropriations were received wtthout penaky or expense to Lessee Such pot~ious of rent palrman~ here~ a§rc~d upOn for which funds shall have h~cn appropnatad and budgeted or are otherwm evatlable notice shall be at lenst nInev/(90) days prior to ~crminatt°n °f the Lesse as °fth¢ end °f any fiscal peri°d' in the evant of such termlnatinn. if Lessee does not or is unable m ~xercise itS optien to purchase ~he Equipment pursuant to paragraph 25 hereof, Lessee agrees m pcaceabiy surrender possession of the Equipment to Lessor or its assignee on the date of such termination, packed for shipment in accordance with manufacturer specificaions and freigttt prepaid and insured m any location in the continental United $~ates designated by Lessor or such assignee. Lessor will have ali iegal and equitable rightS and remedies to take posscssion of thc Equipment. ~I/$0'd Ia£~ $~-~ ~IP Oqq 9NISU3q 9Nd 6£:9I £00~-90-NU£ l'~c ~ of t3 (b) Igotwithstendlng the fore,;oink, and to thc extent pertained by law, Lessee agreea (i) that it will not cancel this Lease under the provisions of this subparagraph 12ia) if any funds ara eppropria~d to it, or by it. for the acquisition, retention, l~sing or operation of the Equipment or other equipment performing functions similar to the l:~qnipmant for the fiscal period in which such tertnination occurs or the next succ~ding fi.~cal period tt~r~ailer, and (ii) that it will not during thc t~nn of the L~ase give priority in thc applicatioa of funds to any other similar equipment, This su~ph Il(b) will b~ conslraed so as to prohibit Lass~ from terminating this Lease in order to acquire or lease any other extuipmen~ or from allocating fullds dlr~-'tiy or indircctiy, to perform essentially the sallie application for which the Equipment is intended, to the extent permitted by law. (c) Lessee represents, warrants and covenants that (l) it intends, subject to the provisions of this paragraph t2, to continue the term of the Lease from the commencement da~e through the TerminaIion Date and to pay all rent payments r~quired hereunder for such p~iod. (ii) ix reasonably b~ileves that le~lly available funds of an amount sufilcient to make ali rent payments during such period will be obtained and that it will do all thin~ lawfully within its power to obialn, maintain and properly request and pursue funds from which the rent paymm~ts ma)' be made, including making provisions for such payments to thc extant ll¢~ssarY in each budget submitted for the purpose of obtaining funding wing i~ I~ona fide best efforts to haw such portion of thc budge} approved and exhausting ail available adminlsl'rat[vc reviews and a~p~als ~ tho event such portion of the budget is not approv~i, and (iii) the use of the Equipment is ~santial to Lessee's governmental t~nctinn and the proper, efficient and economic olteratinn thereof. I ~ ~'IL!.~(~. Each Item of Equipment shall remain pc~onal property, notwithsl~.nding the manheim whic,h i~n -- ' ' - ' ' ay be affixed to any real property. Lessee shall obtain and cause to be ro~ordod, where eppropr~ate~, at its own expense, n'om landlord, owner, mor~gago~ or any per, on having an encumbrance or lien upon the property where any Item of l~qmpment ~s located, a waiver of any lien, ancumbranc~ or interest which such perr~n might have or bereat~r obtain or claim with ~spect to any Item of Equipment- Lasso, al its expend, will otherwise take all action rc'qulr~d to keep the l~.quipmont t~e and clear of all l~ics, lions, and encumbrancss- L~sor assumes no liabili~ and makes no repmsentatinn as to thc Irrational by Lessee of this Lease. the ~lui~mant or the rental paymenm for tinancial accounting or tax purposes_ I~t. LOCA?ION OF EOUIPM£NT. ~h Itc-at of Equipment shall be d~livered to thc location specified in thc S~bedule relating thereto a~d shall not thereai~cr be removed from such location without the !~rior written consent of Lessor. ~ , i l~.~wS RIGI4["f OF INSP[IC~TIOI~ L~sor. or its authorized a~en~, shall have the right during normal business hours to ier upar~ t~c ;remi~s where any Item of Equlp~ear is ineatcd (to the c~ant L~See ~n permit) for the purpose of in~pe¢i:inn. 6 ~ ~e~- rev ~:re,~,MIVNT Lessee must use the Equipment in ~. careful and proper manner in conformity with (i) all statutes and l~_~-v-.~,~. _ ..... _ ~-_.: ...... ~,~. ~,,-,~e and/or thc Eauinmant and il~ use, and (ii) ell policies of r~.gltlatlons of each gov~romelltel antIlonty llavmg .[unsm~aon uw~ ~" '~"~'-" ~ insurance r~lug to the £quipment and/ur its use. In addigon, L~s~e shall not (0 use any item of Equipment in any m~nner that would impair thc epplicabilit~ of manufactv, re~s warranties or render any Item of Equipmant unfit for ~.t~ onghlally mtanded use, nor ( anyone other than authorized ~d competent per$ormel to opcratu ail}' ll~rn of Equipment. Whhout the flor written consent of Leisor, Lessee shall ri. et make any alteraiians, modtflcati.ons or 1 ?. .~- · ./ - .... P~ ---~:~---'~--~ and attacltmants of wha~oever kind or nature mede to any Item of Eqatpm~nt auachments lo the Equipment. Alt atrcrano~, rnu~t be removed without dama$in~ the functionel capeb~[tuc~ or ecoltom~c value of the ai~cted Item of ~qmpment upon the termination of thc Lca~e. Under no circumstances shall any such altt~tion, modification or a~achment bc encumbered by L~ssee or result in the creation cfa mechanic's or ma~rialmao's Ilea, ~xc~ting as may arise by operation of law pending payment within ord~la~ businets ANCE ANDRRPA[RS l.essee, atiLsoWr~eY, p611Se shallmaintain, operatc, repair and make ell modit'ications t° 18, ~!NTEN ' · "· ' with Le$~ee's ~.ellteral pre. ice and in accordance with f~ood industry practice. each Item of Equipment in a manner consm~n~ ulrements and s ecifications arid L'~ss~'$ ast~lisbed operation, maintcnlulce and r~palr programs so as to manufucturer's w_a_~? req · P -.~ .~,~ ~ m comely with all a~ollcablc laws or el~l)iicable governmental actions and keep each item of Eqmpment in goaXl working order, an~ ........ -~ --- so as not to incur liability {whether or not there is a lack of compliance') under any environmental law or otherwlS~ account for any release of, or exposure to, any hazardous material. Lessor shall not be required to maintain, repair or replace any Item of Equipment or par~ thereto and Lessee hereby waives the right, however arising, to (i) require L~ssor to maintain, repair or replace any Item of F..quipmant or part thereto, or (ti) make repairs at the cxpens~ of the LeSSOr purSaant to any applicable law at any time in eff-~ct. During a~y InspeCts.on under paragraph I~ or for any purpose, Lessor has the ri!~ht to review Lesson's asl~lisbed operating procedures to assure eampliaac~ w~th this ~cction, Immediately upon installation, title to reDlacernant parts shall pass to Lassie and be dcem~i part of the Equipment, subject to Lessor's security internal in the Equtpraant and subject para. apb 9 hereof. I~EASE pUItCI~SE AGRE]~'ME~T P~e ~ ef 13 19, ~_[t.O~. DAMA~. K AND (a) All r/sk of lOSS, damage, ~eR or ~s~ion, p~ o~ complY, m ~y ~t~ of Equipme~ ~c~d or o~ioned ~y ~, c~ce or ~nt ofwh~er ~ will ~ borne ~ L~ee ~ ~d ~ defive~ of~ch It~ of Equipm~ to · ~er PO~ po~t of ~ whc~ ~ ~ of shiest ~u~ or au~on~ ~c ~pm~ to ~ eh~p~ ~ ~er~ to be dehve~d to L~'s pl~= ~ p~c~ of bushy, or provide ~at L~see ~e ~sesslon of ~e equi~t at ~y o~er l~tion. L~s~ ~all pwmptly notify ~) Ne~ w~ nor ~1 l~ of~ ~ pop.ion of ~7 Item of Eq~ip~nt ~hall a~te ~e r~t o~ o~ obli~6°ns °f ~cc h~c~der. An Item of E~uipment shall ~ de~ subjc~ed to ~l 1~ (i) if it ~ disapp~e~ ~le~ of ~c re.on for of d~a~c. If~ l~m of Equ~em b s~ to ~ 1~ L~ ~ P~ to Les~r on ~c ne~ ~ pa~en~ ~e (i) ail acc~c~ but un~id rc~t for such tt~ of ~qulpment ~ of ~ch ~n~ ~t ~, ~cl~ ~e ~ pa~e~t d~ on ~ ~, ~ (ii) ~c applicable next ~m pa~t ~tc ~r ~c date of~e ~i Io~. In ~ event ~at Lc~c ~ obl~ted to m~e ~em wi~ ~sp~ to I~s ~ ali of~c ~uipmenC Le~r ~H ~te~c, · I~ ~lc d~rcti~, ~d pr~tde Le~e wt~, ~e pro ~ ~o~t of~c Co~clu~ Pa~t to ~ m~e by ~ w~ reset ~ ~c ~ of ~uipm~t ~ h~ suffer~ a mml 1o~ ~d thc L~s~ 9hai~ r~ain in ~tl fo~c ~d ~ for ~e ~em~in~ ~u~pmcnt, Upon p~ent of~e ~li amount due L~or ~m ~ hc~dcr, Le~e's to ~y ~flt for su~ ~ o~E~ipmen[ sub~d to ~tal lo~s s~l ~ ~ch~e& ~e ~ou~t of applicable ~su~ce a~a[l~ re~iv~ b~ Lessor shall bc ~ub~d ~m ~hc ~ou~t for which Levee is li~le under ~is p~ph Le~ sh~l ca~c ~n~ [t~ of ~uipm~ ~ub~e~d to pa~l Io~ to ~ re~[ed m o~inai c~ab~, Lessor ~hall, u~ r~eiv~g ~t~f~o~ evil.cc of ~stomtion. promptly p~y to L~see ~e pmc~ds of any ]~cc or c~p~sntion ~ceiv~ by L~sor, by ~ou of such p~ial lo~. (~) L~ shall not ~ obl[s~ted to unde~ke ~e collection of ~Y claire ~ain~ ~y p~n for e~er to~l or ~al 1o~ meal A~er Lcsse~ disch~ses its oblig~io~ ~o L~or und~ ci~ P~ph 15(c) or 15(d) ~ove, Lessee may, of any Imm of Equip L~or shalt su~ly for ~'s o~ accost, pr~C~ to r~ver ~om ~i~ p~ ~d shall ~ enfidcfl W r~in ~y emount mcov~e~ L~e wi~ ~y nec~s~ ~si~m~t of claim. (a) ~. Loss~ assumas liabilit7 for, and hereby agrees m indemnify, prote~t, ~d ~lfi h~tess, Lessor, 1~ agen~ se~ts, ~ploy~. offices, succe~o~, ~d ~i~s ~m ~ ~nst ~y ~d all li~ilitics, obligafio~, [o~es, ~mages, injuries, cla~s, d~ds, p~alties, actions, env/wnmenmt h~, ~cldcnc~ ~ Hsd, cos~ ~d expenses, ~cluding ~onablc ~om~'s f~ ofwha~oevcr kind ~d nacre, ~is~g out of (i) ~e manuf~mm, in.lint/on, ~, ~adlfion (~ctud~g, but not llmhcd to, latent a~d other def~ ~d wh~her or not di~ove~ble ~ Le~ or L~or). o~tio~ OW~C~p, sel~fion, deliver, r~o~i or ~mm of~y [tom of ~uiPm~nt, ~s~dle~ ~ whe~' h°w ~d by wh°m °p~e~ °r (ii) ~y ~il~e °n the P~ °~css~ ~ ~ or comply with ~y oov~t or oondifiOn of ~is Le~e. ~=. G~ernmen~l Cha~e and Uttli~ C~. ~o p~Jes to ~ls Lo~ contemplate ~at the ~ui~t wilt ~ u~o tara ~ow.u.~.~ ~ Forgoing, in addition to ~11 ~er ~n~ pay~le her~n~r, ~e Levee respect to p~on~ pmp=~. No~i~s~&ng ~e indemni~, pw~ ~d hold h~l~s Lessor, [~ ~en~s, s=~. ~ploy~s, officers, ~c~rs ~d ~i~s ~m ~d ~ainst ~y ~d all ~es, licensc fcm, ~s~men~ ~d o~er ff0ve~enml c~$es, fe~s, fifl~ or p~alti~ of wha~ver k~d or ch~r ~d by whomwever ~y~le. whi~ ~ tcvi~ ~e~ed, ~ or ~c~d dung ~ 1~ t~, (i) on or ~ta~ng ~ each I~ ~ctud~g ~y ~ on ~e ~ own~hip, ~, ~ shipmen~ ~po~ion, deliv~ or op~tion ~e~of, (ii) on ~e ~zrcisc of~y o~ion, e~mion or ~ce of~Y obli~on by ~e Le~ he~un~, (ii~) of~e kind g~n~ly ~ed m in imms (i) which may ~ un~id ~ ~ da~ of teliw~ of~y l~m of Squi~t m ~c ~ i~p~ve of when ~e same may have levie~ ~se~& imp~ed or in~ffed, ~d (iv) by rein of att ~ss recei~ ~d like ~es on or me~ed by ren~ payable h~eunder levied ~ ~y state or local ~ing authodW hav~g ju~ictton where any [t~ of ~quipm*~t is l~at~d. ~e L~scc a~cs tO comply wi~ all sram ~d Iogal laws rcqui~g the filing of~ valorem ~ax returns ml~ing to ~h [te~ of Equipment. Any s~a~cn~ for 5u~h Psae S ~f 13 ~xss received by the Lessor shall be promptly forwarded to the LeSsee- The Lessee shall also pa)', indemnif),, protect and hold harmless Lessor from and against all gna, water, s~sm, elec~'ict~, heat, power, telephone, utilily and oihur charges ino~ured in the operation, maintenance, use, occupancy and upkeep of the .~luipmant. This subparagraph shall not i~ d~med to obligate the Lessee to pay (i) any taxes, fees, a~c~ment~, and oharges which may have been included in the Leasor's cost of each Item of Equipment as set foC, h in Schedule(s) hereto, or (ii) any income or like taxes nip,nat the Lessor on or measured b~ the nco income from the rents payable hereunder. The Levee shall not bo obligated to pay any amount under this subparagraph so long as it shal~ at its eXl~nse nad hi good faith and by appropriate proceedings, nearest the validity or the amount thereof unless such contest would adversely aff~t the title of the LeSsor to an Item of Equipment or would subjea any l~em of Equipment to forfeit'are or ~le. Thc Lessee a~rOc~ to hidemni~ The Lessor against any loss. claim, demand and expense including attorney fses and expen.v~ resulting from such nonpayment or contest. (e) ~ The amount payable pursuant m subparagraphs 20(a) and 20(b) ~hall be payable upon demand of thc Lessor accompanied by a staMment describing In reasonable dcuiil such gaas, liability, ~u~, claim, exI~flse or ~ax and setting forth the compuicoion of thc amount so payable which computation shall be binding and eoncluaive upon L~ee~ absent manifest (d) .~m',,ivfll. The indemnitieS and assumprkMs of liabilities and obligations provided for in this Paragraph 16 shall continue In full for~e and efface notwithstanding the expiration or other termination of this Lea~e. 21. L~b!~Ai~F~. Without the prior wrii~en consent of the Lessor, Lessee shall not aasl~pt, bail, sublnsse, hypothecate, iranst}r or dispose of any Item of Equipment or an)' intcr~t hi thi~. Lease nor impair the Lessors interest in th~ Equipment. Lessee shall not assign this Lease, nor shall this L~nse or any rights under this Lease or hi any l~erfl of Equipment inure to the benefii of any mistee In bankruptcy, receive'r, c'i~liiot, or other suCCessor of Les.sas whether by operation of law or otherwise, without prior writ~n consent of the Lessor. 22. ~_ Ail rights of Lessor hcranader and In any Item of ['~qaipmant may be a~signed, Pledged, mortgaged' transferred, or otherwise disposed of, ekher in whole or in par% without notice to Lessen; provided however, that no such assignment, pledge, mongolia, ~.ensfer or other disposition shall bc effective units and Until (i) Lessee shall have received notice of thc pledge, marriage, I~ansi~r or other disposition disclosing the name and address of the a.s.qi~e, mortgagee, u'ansfcrc¢ or the like, and (ii) in the event that such a~lgnment, pledge, morlgage. ~ransfer or ttisposition is made to a bank or mist company as tru~¢c for holders of cercifieate~ representing interes~ in this Lc'nc, ~uch bank or trust company a~rees to maintain, or cause to b~ maintained, a book-entry gyiton~ by which a record of the nerves and addrca~as of such holdc~ as of any particular time is kept and a~rc~, upon reqUeSt of Lessee, to furnish such information to L~ee. Upon re~eipr ofnotlce of aasignman! or other Iransfer, [.,esscc agrees th reflect in a book enU'y the assignee, designated in such noticn of assignment, and to make all payments to the ~sslgnen designated in the notice of assignment, nntwithstendin~ any claim, defcos~, :scruff or countcmlaifll whatsoever (whether arising from a broach ofthu Lease of otherwise) that Lessee may from time to time have against Lc~ot, or the a~signee. No such assi~ne~ or other h'M~f~ree ~hall b~ obligated to perform any duty, covenant, or condition required to be performed by Lessor undO' the lerms of this Lease unless such assignee ex~assly assumes such obligations. Lessor shall r~raahi [iabln to Lc,.~ce to perform such duty, covenant, and condition unleSs such assignee expressly assumes such ohii~ttiens at which time Lessuc hereby releases Lessor from such obligations. ~ueh a.s~ignee or other transfere~ shall have ail riSh~s, powers and remedies given to Lessor by this LcaS~, and shall be named as lender loss payee or cu-lnsurcd under ail policies of insurance maintained pursuant to Paragraph 23 boreal, ff Lessor assigns this Lease or the monies due or to become due hereunder or any o~her Interest herein, Lessee agr~:~ nut to aaserl~ ~ai~t L~ss0tfs assignen any defense, sut..off, recoupm~nt, clalm~ or counterclaim which Lessee may haw asainst Lessor, wh~hcr arising ~der this Lease or any other transaction between L~ssor and L~.~¢. Subje~ to Paragraph 21 hereof and this Paragraph 21!, this Lee-~ inures to the benefit of. and is binding upOn, the heirs, legatees, personal rel~resenmfives, successors and assigns of the partic~ hereto, L,cssce agrees to execute all docamen~ includin~ Ilotices of aasignmerl~s and chanel mongng~ or financing statements which may be ressonab~ requested by Lessor or its assignee to proleet their hiternst on the Equiprnani and in this Lease. II~..U.R,~,~. Lessee will at its own expense insure each Item of Equipment in compliance with tho terms and conditions of 23. Insurance schedule(s) ("Insarancc Schedule(s)") attached hereto or Incorporated herein by referanee in form and in an amount thc ~atisfactocy to Lessor with insurance carriers apprnvsd by Lessor. Thc procced~ of an~ insuranee pulley due by reason ofthel~ or loss of ur damage to any Item of Equlpment shall I~ apptied as provided In Paragr~h 19 hereof, in addition to the complianC~ with the terms and conditions of thc insurnnce 5~hedule(s) and the other terms and conditions of this Paragraph 113 the Lessee shall comply with tbilowint! condltinns: (a) less~, prior ~o the inoe~tlo~t of any (b) L~c $h~l c~ ~h ~ ~0 ~e by ~d~t on the policies or evi~ of ~en or by ~ ~de~nden~ Ms~m~t ~ish~ Lessor &at c~h such ~mr will Sve at 1~ ~ ($0) ~ys' ~ no6c¢ ~ L~r ~ ~Y such ~ltcy or ~llclcs of Msumc¢ will bc alte~ (C) ~1 corec ~ by ~e ~ce S~ul~s) mu~ bc ~ cff~ wh~ Lessor ~es daliv~ or ~us~ deliv~ to be m~ FOB ~t of ~gin; (d) All ~ ~licies mua ~di~ ~ ~e M~r ~ ~ add~ ~ f~ ~ ~ ~ H~ ~ce cov~e ~ is l~d~ Io~ ~ for ~y public l~bili~ or p~e~ ~ee shall be ~yablc g~ ~ ~ extent of Le~o~s l~biliW; (e) L~ee wBl ~mMh m~ ~lic~s or ~ eviden~ of ~s~ce lis~$ ~ ~ ~ ~ifio~ ~ured ~er lend~ 1o~ payee, ~ mquir~ by &~ Lea~, nO later ~an ~i~ (30) da~ p~or ~ ~e ~p~tion of ~y ~u~ cove~e requ~ hereby, 24. ADDITIONAL DOCUMENTS. (a) In conflcction with each applicable Schedule heranndcr, Lessee shall cxeCtlte and deliver to Lessor, in form end substance satisfactory to Lessor: (i) a Schedule with the Payment Schedule attached; (ii) a Lessee acceptance certificate', (iii) an essential usc certificate of Lessee; (iv) en opinion of Lessee's lcgal couosc[ and, if required by Lessor, en opinion of bond counsel acceptable to Lessor;. (v) a certified copy cfa resolutiOn/ordinance of Lc~-c approving and authorizing the Lease and applicable Schedule; (vi) an incumbency ~rtificate of LesSee; (vii') an lnsmancc ~chedutC and certiflca~s; (viii) UCC financinl~ statements; (ix) a certificate of appmpriatlon; (x) ~ales and us~ mx exemption cenificales and numbers, if applicable; (xi) Form g031-G; (xii) a bank eligibltity certificate, if applicable: (xiii} an arbitrage and rcham certific'~e; (iv) a bill ofssle and assignment, assignment of purchase orders and/or other transfer documents; and (xv) such other schedules, documents, certificates and instruments that Lessor shall request. Co) If Lessor shall so request, le~cc shall exeCUte and deliver ~o Lessor such other documents, including, without limitation, UCC ilanncing and continuation s~aI~mcata, as Le~or shall deerfl necessa~/or desirable for purposes of continuing this Lea..~ or recording or filing to protect the interest of Lessor in each Item of Equipment. All filing fees and expenses shall bc borne by Lessee. 25. li3.J'RNISMING FINANCIAL INFORMATION. During the term of this Leese and any ~xtcnsious or tvanwals hereof, Lessee will furnish to le~sor: (a) Within 30 days after the end of Cash of the first ~ quarterly periods of Less~:'s fi.sca] year, a balance sheet, statement of cash flows and statement of income ofle~aee aa of the close of ench quazierly period from the beginning of aha fLscal year to the date of such statement, prepared in accordance with gcacraily accepted accountin~ principles, consistently applied, and in such reasonable detail as Lessor may requeSt, certified as true, complete and enrrect by an authorized officer of the Lo, sec. (b) As soon as practicable, but in any event within 90 days after the end of each fiscal year, a copy of i.,s annual audit certified without qualification by a certified public acenuntant selected by Lessee and satisfactory to Lessor, (c) In a timely manner such fmalloial s~a~efl~ents, approved budgets and arnendman~ thereto, evidences of appropriation, repor~ and other financial information a~ the Lessee shall make public and/or other materials which tenor shall reasonably request. Ri~-~RMANCIi! {IF OBLIGATIONS OF LESSEE BY' L£SSOR. lf~ee ~alls tO promptly pa'form an}' of its obllgations 26. ~1~ -- ................ ~' ~cssee without waiving Lessee's fa~ure as u default. All sums paid or ruder thla Lease, Lessor may peri'erin the sallie mr m~ a~.q)u,, ,~, ~ expense or liability in~u'rcd by Lessor in such performance (including reasonable lelal fees) together with interest thereon at the highest contract rate enforceable a$ain~ I.~ssee, but never at a hi~,~aer rate then Iii'teen perCent (15%) par annum simple in~eresr, shall be payable by the lessee upon demand as additional ran. gl/60'd T~£~ g0a ET~ 933 9NIP:L~3 9Nd T~:9I COVENANT~. RIEPRE.q[iNT~,TIOI~S AND W~IES R~LATING ~OTAX E~ION OF IN~EST. ord~ ~ ~duce L~r ~ ~r ~m ~is L~e ~d m I~ to Levee ~e ~ipm~n~ L~e ~ ~d w~, ~ of ~e ~te h~, eof, ~d ~ of~e dave of ~ecution of each S~edulc h~d~, (a) ~e ~e ~d ~ ~h~le is n~ ~d ~II not b~omc a "p~ ~fivi~ ~nd" ~ such ~ ~ de~ ~ ~fion 141 of ~e ~temal R~enue Code of 1986, as ~d~.(~e "C~c") ~d ~c ~afions ~e~d~, ~d ~ not ~ "~bi~e ~nd" wi~n ~he me~i of ~io~ 103 ~d 14g of~e Co~ ~d ~ re~fions (b) Lessee will ~s~ct ~c ~e of moncy~ ~d ~d~ ~is Le~e or o~e~t~ ~ co~ection wi~ ~e acquLi~ou fm~c~g of ~e E~ipm~l in sugh m~ncr ~d to s~h ~n~ if ~y, ~ may be nee~ a~ ~8 ~o account r~onablc ~io~ at ~e t~e of ente~n~ into ~ L~e. ~ ~at ~o will not exist al ~y ~e ~y obllgaOon ~ connection wi~ ~d ~ch Schedule or ~c ~ipm~l ~t con~tut~ ~ obhi~ ~e m~rest on which ~ mclu~lc m ~ mc~e for f~ raceme ~ pu~mes ~ ~y "arb~e ~d" ~der 5c~i~ 103 ~d 14g of ~e Co~, ~d ~e re~Mtiom p~bed ~der ~al Secti~ ~d ~y subs~uent ~en~ or modifications ~erao. Any officer or,he L~ee hav~g resp~sibil~ wt~ r~ct co ~e exertion ~d deliv~ of ~is L~ ~d e~h 5ch~ulo shaH, ~lone or ~ ~njunc~on wl~ ay o~er officer, employee or ~t of or c~sul~t to thc Le~, ~ive ~ ~opfl~ ce~te of~c M~e ~ m ~ons 103 and 14~ of~e Code ~d ~oso re~[a~ons, sc~ fo~ ~on~le ~zlons of ~e Less~ on thc ~ of ~t~i in~o ~ch Sch~ule of~ L~e ~din~ ~ch 1~ and ~e moneys, (c) ~e interes~ com~ncnt of ~c rent pa~en~ ~ set fo~ on the appli~btc Pa~cnt Schedule of c~gh ~cluded tom L~fs ~ income for f~ income ~ pu~es ad is not ~ ~ of ~ pmfe~ce for pu~o~s of ~c minimum ~x imposed on individ~ls ~d on co~o~tions, (d) In ~e ~ent that Le~ea h~ executed ~d dcllve~d ~o Lessor a Ba~ Eliglbili~ Cc~ifica~* d~ignatin~ ~e Le~e ~d applicable ~hedule m ~c Le~e ~ a "q~lifi~ ~x-exempz obligation" un~r Code S~ti~ 265(b)(3)(B), ~cn thc te~ ~d conditions of such Bmk Bllglbill~ ~heduic ~ ~co~t~ he~ by re.fence ~d Lesse~ fep~ and w~ to L~r ~at such L~ ~h~ulc constimt~ a "qualified mx-exempt cbl~azion" under C~e Se~lon 265(b~3)(B) ~d cc~in ~n~cial i~timgons (wi~in ~e meaning of Scion 265~)(~) of ~v C~e) will be able ~o ~ct 80% of that portion of ~uch fin~oial in$~mzions' in~e~t expen~ allo~le to ~e ~t~t component of rent paym~n~ ~der ~e ~plkab~ Schedule. (c) Lc~c will not ~o ~y aciiou, use ~e Equi~ent, or p~it ~c B~ipm~t zo be u~d, · such a m~ner ~ would resuk in ~c Io~ of~e ~ciu~ion ~m ~ss ~come for f~e~t ~c~c ~ ~cs nffo~ ~der Section 10~ of ~* C~e of ~e compon~t ofth~ ~t p~cn~ desired ~ ~lere~ on ~e applicable ~yment 5~edule ofe~h Schedul~ or, if nppli~ble, loss of~e stares of ~ Lc~e ~ a "qualified ~-ox~pt obligation" under S~i~ 265(b~3~) of~e Code, (0 ~ ~e cov~ m ~ ~1 ~tion ~u~d ~o comply wi~ all rcqu~m~U of~ ~e ~d ~e ~latlons pr~ul~d · e~und~ ~plicablc to ~e Le~ ~d ~ch Sch~ule ~ order to ensure that ~c comment of ~e ~t ~en~ dest~a~ ~ inter~t on ~ applicable P~en~ Schedule of each ~hedule will mma~ ex~mpt ~m fed~ml income ~ under Section 10~ of~e C~e and tha~ if applkable, ~e Le~e will ~main a "qual[f~d ~.cx~pt obligation" under S~tion 265~)(~XB) of~e Code. (~) In ~c event that ~ ~e ~e Lessor's ~ticlpat~ n~ a~r-~ ~on~ic ~d acco~ting yields ~or net atcr-~x c~h flow over ~e te~ ofn ~hodule (~sed upon ~he s~e ~sumpzions u~d by Lessor in originally eval~ting ~e Le~e ~d Sch~ulc ~t ~e =~menc~enl of~e te~ of the applicable Scheme) ~ adve~ly ~eaed ~ a ms~t of (1) ~y c~c in ~e limi~on in th~ dcductiMli~ of ~e inlerest paid on debt incuwed by ~c L~or to pu~h~ or ~ ~ exempt obligations ~m Zhat which p~t~ ~ by ~ L~r, (2) ~e Le~ or ~y ~he~ulc fnilM~ to conat~te a "~ ~ ~xem~ obh~ton within of Section 265(b)(3)(B) of ~e Code, (3) ~e inl~st ~aion of tc ~nt pa~cn~ of ~y Lea~ or Schedule ~ing dete~cd by [at. al ~enue S~ice no~ ~o be exclu~blc ~om L~ofs ~ income for f~ ~me ~ p~s, or (l) ~em ~cu~ng ~y o~ c~se ~ I~ whi~ ~du~ ~e acma yiel~ ~or c~h fl~ of~* Lc~Or to l~ ~ ~Z which ~ ~ticip~d; zh~ m~ a supplem~l pa~ent to ~e L~r. on ~n d~d by ~c ~zzor, d~med by Le~r, m i~ ~le d~on, which is eq~l to ~e ~o~e nec~ ~ ~ a~-t~ b~is ~ ~e ~e ~fs ~fici~d a~er-~ economic ~d accounfin~ an&or a~-t~ c~h flows over ~e ~ of~e ~pllcable Sch~ule. In add~. kess~ $~atl ~ L~r, u~n d~m~ ~ ~o~t which, l~r d~ucfion of~l ~ owed by ~r to ~y gov~l or ~g ~thofi~ ~ a ~ of~e ~i~ ofs~h ~ount ~hall bc ~ual ~o ~ ~ount of ~y p~Lti~, ~s~ or addMe~ ~ ~ which may bc ~ by ~y gove~en~ er ~xin~ au~oriV a~i~l ~or ata'ibutabie to ~e aforementioned events. The indemnities and obligations of thc Lessee provided for in this paragraph 27(d) shall continue in full force and effect notwithstanding the oxpha~ion or other t~rmiuntion of'he Laa~ or applicable schedule, 28, PURCHASE OF EO_t rlPMi~NT. Upon at ]cast nin~:y (90) days prior written no, ice f~om Lessee W Lessor, and provided that th. ag is no Event of Default, or an event which with notice or lapsc of time, or bo~'l, could become an I/vent of Defanlg then existing, Lessee will have the right to purch~e the Equipment upon the Terminatinn Date or upon termination of'he term of the applicable Schedule of~is Lease dtt~ to non-appropriation under paragraph 12, by paying to Lessor, on ~ttch date, th~ r~t payment then due together with the Concluding Payment s~ forth oplxaite such rem puymont dat~ oil tho a0plieable Payment Schedule. The pu_.chase of the Equipment shall o~cur AS IS, wHI~RE IS, WITHOUT ANY p~pI~StlNTATIONS OR WARRANTII/$ WHATSOEVEIL except that Lessor shall terminate any s~cerlty intar~s~ k b. aa in thc Equipment upon 0aymant h full of ail amunn'~ due under the applicable ,%b~lulc of this L~c. 29. ~ Any ofthe followinl/evils orcundmons shallconstlto~ an event of default ( Event ofD~ault ) hereunder and entitle the Les~or, in its sole discretion, to ava/l itself of the remedies more fully s~t forth in para.apb 30 herenf: (a) Non-payment when clue by Lessee of any rent or other air, cunt provided for in this Lease; (b) Failure of the Lcase~ to I~rfonn any of the non-monetary covenants, obligatimas, terms, or condkians ofth~ Lease; (c) The Lessee shall commeace a voluntary ~ er other proceeding seeking ilcluidatlon, reorganhatinn, or other relief wih~ respec~ to ~elfor its debts unda' any bankruptcy, insolvency, or other similar taw now or hereafter in effc~, or ~eking the appointment of a mlstee, receiver, Iiquldator, ~u.Ymdian, or other similar official of it ur any sui;~entia[ part of lie prol)o~y, or shall con~nt to any such redid or to the appoinlrnent of or the taking posses~iun by any official in an involuntary case or other l)rocoodinl commenced against it, or shall make a general assignment for the henefn of its creditors, ur shall fail generally to pay its debts as they become due, or shall ~ake any corporate action to authorize any of tho fore§oink; (d) An invo/untaI~ ca~ or other proceeding should he commenced against Lessee ~king liquidation, reorganization, or other rellef with r~pa~ to it or its debts tinder any bankrop~cy, insolvency, or other similar law now or h~'enfler ir/effe~ or seek[nC the appolntm~m of a trustee, receiver, liquidator, custodian, or other similar official of it or any substantinl part of its property, and such involu.ntary case or erbar proceeding ~hall Nmain undismissed a~d unstaycd for a per/od of thirty (~0) days; (e) li't'mal judl/nlent for the payment of money in ~ of 525.000 shall I:~ rendered against ~he Lessee or, th~ institution of any ut~chment pro~e~dinga witil respect to an}, signiflcant portion of the L~$eo's a~$ets or property, and the ~m'~e shall ~maln undischarged for a I~riod of thirty ($0) days during which execution shall not bo 0ffectivoiy stayed; The Le~r,e~, or any ~uarentor ofthc Lease, or any affiliate of tho L~ssee, shall default in the payment of pdnclpal and/or interest and/or rent or any other l)a~'nent obligation when due (wh~her by acceleration or o~erwlse) or shall default in the perfom~ance of any obligatinn, indelXedne, ss or rent owed ~o PI, lC Bank, National Association, or to any subsidiary or affiliate of PNC Bank, National ASsociation, whi0h obligation shall remain in defauh for lack of performance or which indabtsdness or rent shall remain unpaid and unsatisfied, following the conclusion of any applicable grace per/od in respect tO Such obligation or indebtedness; (~) The occurrence of any event described in this subparagraphs 29(c) through (f) herebf with respect to any guarantor or any other party liable for payment or performance of this Lense; ............... -,~*-t/on w~rantv, or financial statement heretofore or hereafter furnLshed pursuant to or in c~;~nectiun ~i~ this Lease by or on behalf of Lessee or any gueran~:or or other part~ naDle wr payment or p~rw. ........ Le~ is falS~ in any material respect at the time as et'which the fa~t,s therein s~! forth were s~ated or certified, or omits any substantial cantingan~ or unliquidated Iiabili~ or claim against Leaso¢ or an)' such luarantor or other puny, or, upon the date of ~x¢cutioo of this document or any Schedule, there shall have been any ma~ially adverse change in any oflhu facts disc[osecl by any such certificate, statement, repr~enration, or warrent% which shall not have been disclosed ill wri~ to Lessor a~ or prior to the grne ut' exeeutinn of this document or such Schedule; (i) Failur~ of the imprest component of the rent payments to bo fully excludable from gross income for federal income lax purposes; SI/ll'd ~£~ S0~ ~P 9qq 9NIS-~Sq 3Nd ~P:9~ £00~-90-N~£ i~c I..~ING CORP Page le of t3 Failure of tbe Lease ~ qualify as a "qttslifled tsx exempt obti~~inn" wlthin the meaning °f Section 265(b)0) of the Cede if se d~i~atad by Lessee; (k) An went of default shall have o¢¢~d under ar~ other lease agreement wherein Lessor is, at the time of such default, the "]e~or" and LcsSee is the "leSSan". 30. ~, Upon the happenins of any Event of Default hereunder, the rights and dut{~ of thc petites shall be as sa in this paragraph. Lessor upon ~ha occummc~ of an Event of Default, and at any time th~reaPex, in its sole discretion may elect to do one or more of the following:. (a) UPOn wrttteat notice to the Lessee t~rminate this Lease as to any or all of tho S~hadules than in effeot; (b) Demand that LeSSee return lb.e Equipment to the Lessor whereupon LeVee shall promptly deliver the Equipment to L~sur. at that pla~e or tho~ plae~ designated by Lessor. If Lessee do~s not so deli'~er ~ .F~qulpm~llL Lessee shall make the Equipment available for retaking and authoriZ~ L~sor, its employes and agents to enter thc premises of thc La,sene and any other premises {insofar ss Lessea can i~'mil) for the purpose of retaking. In the cyst of retaking, Lr. SSSO expressly waives all fights to possession and all claims for injuries suffered through or loss caused by retaking. Any reposs~sion ac~omplLshcd under this paragraph 30(b) shall not release Lessee from liabilitY for damages of Lessor sustained by r~ason of Lessee*s default her~ndar. (c) Lessor may revoke Lessees privilege of paying root in i~stallments ~ausin§ acceleration of all remalnini rents through the romaininl terra of the Lease, and, upon Le_~or's demand, as llqulda~d damages, and not as a penalty, the Lessee shall promptly pay to the Lessor the aggregate of(i) all accrued and unpaid rent, whether by asceleration or otllerwisn, through the end of the fiscal period for which funda have I~n appropriated or otherwise made available by the Lessee. (ii) all costs and expanses incurred by Lessor in the repOss~sion, r~covery, storage, r~pzir, inspection, appraisal, refatbishin§, sale, reiCa~ or other disposition of the Equipment, or any Of E ui ment thereof, iii reasonable attumey'~ fees and cost~, including any leas or costs in=urred by Lessor in defending any action qP ,() relating to this Lease or participating in any bankruptcy or insolvency proosoding to which Lessee is a party, or otherwise iocun'td due tO Lessee's default, (iv) the Concludiag payment as set forth on the applicable Payment Schedule of eech Schedule opposite the rent payment ttu'eugh which accrued and unpaid mots ac paid pursuant to clause (i) hereof; (v) any claim for Indemnity, if any, in favor of Lessor b~reander. In the event that any court having jurisdiction shall determine that in calculating damages hereunder as a r~ult of a d~fauli by Lessee that sums payable in the future under ~e Lease must be discounted m present value, the discount rate ~o be applied in such case shaft equal the discount rat~ of the F~leral Reserve Ban~ of Cleveland then in effect on the earlier of the date of ~tty of judgment on such claim or the date of payment of sash sum by Lessee. (d) in i~ see discrotinn, Le~or may sell or release the Equipment or any part thereof, at public au~inn or by private sale or lease at such time or tim~s and upon such terms as Lessor may determine, f~e and clear oflmy rights of Lessee ~d, if notice thereof is ~-q. uired by law, any notlec in writing of such sale or lease by Lessor to Lessee not less than ten (1 O) d~ys prior to the date thereof shall constlmte reasonable noti~ thereof to Lessee. All proneads of the sale or releesing, or both less (1) all expenses incurred in retaking the Equipment, making neeessaty repaim to the Equipment and, enfoteing this Lease, (ii) all damages d~at Le~or shall have sustained by reason of Lessee's default, end (iii) rcesonabla attorney's fees a~ld expenses shall be credited against Lessee's liability hereunder as and when received by Lessor. (e) The provisions of this Paragraph 30 shall not ptejudiee Lessor's dght to recover or preys damages for unpaid rent accrued prior to defaulL or bar an action for a defie[en"y as herein provided, and the bringing of an ~iun with an entry of judgment against Lessee shall not bar the Logger's fight to repossess any or all Items of l~quipment. (f) Leasod~ r~nedic$ shall be available to Lessor'~ successors and assigns, shall be in addition to all other remedies provided to it under the UCC (specifically. the remedies set forth in t3 Pa. C.S. §§ 2A523(a). (b) and (c)) or by any other appl|¢able la% and may be exercised concurrently or cmlsscutively, LESSEE WAIV.~S ANY AND ALL RIGHTS TO NOTICE AI'4D TO JUDICIAL I-L~ARING WITH RESPECT TO TH~ RI~POSSE5$1ON OF THE EQUIPMENT BY LESSOR I~q THE EVENT OF A DEFAULT HEREUNDER BY LESSEE. LESSEE HERI~BY WAIVES Ai~IY RIGHT TO DEMAND A ~u-R¥ TRIAL WITH P-,ESPECT TO ANY ACTION OR PROCEEDFNO INSTITUTED BY THE LESSOR OR THE LESSEE IN CONNIieTION WITH THIS LEASE, (~) No express or implied waiver bYLess°r °f any default(s) by Lessee shall coustituts a waiver of any °that default(s) by Lessee or waiver of any of Le$~ods rights. · PHC L~-.~SI~G ¢ORP LEASE l~i~"dA$l~ AGREEME'~F P~,~e ti nt'13 31. LKg.SRI~. ilI~.PRES~NTATIONS ANI~ WARRANT~S~ in order to induea Leeanr to enter into thi~ Lense and to Ieee to Lezzen the Rquipment~ Le~ea represents and warrants, as of the da~e hereof, and as of the da~ of exeentlon of en~h S~edule hereunder, that: (a) Thc LesSee ia a s~ate, or a political subdivision or a~an~y of thc State, duly organized and validly axi~ng under the Constitution and the laws of the State. Lessee is authorized by the Constitution and laws of thc State (i) to ac~qUlre equipment mid other items of personal propel?y and m fl~ance such proper~ by an~erln~ into lease-purchase ap~ments, and (ii) to ont0r into this Loaso and each Schedule and the Irmisa~'tons contemplated by the Lease and each Schedule and to carry out and perform its obligatior~ hereunder and theseunder. (c) The execution, delaval, y, and performance by tho I.x:l~¢ of thi~ Lea,~a, aneh S~h~.ule and all related instruments and the consummation by the Lessee of the Iran:actluns contemplatod herci~y: (~ do not and will not result in any violation of any term of any agre~manr~ instrument, jud~raent, decree, franchise, permit ardor, law, statute~ rute, or governmental r~gulatlon presently applicable to L~ssea, (ii) is not in conffict with and does nS constitute a default under any of tho t~'rns or provisionS of, or subject the leased Equil:merit or any part thereof to any li~n of, any indenture, mon~age, lease, conira~ or othor a~r~emmit or thsmunont (other ~ this Lease) to which ',he Lessee is a parly or by which it or its prop~rt~ is bound or ai~ctcd` and (iii) do not conflict with or result in a breach of any of the tramS, conditions or provisions of the char'r, anlcl~s of incoq~oration and/or bylaws of L~ssea, if applic~le. (d) The execution, delivep7, and performance by the L~s~e or this Lease and all related ]ns~'um~n~s and documents does not require any current, authorization, or approval of, any filinl Of or re~islration with, or other action in ~spect to an~ federal, sate, governmental authority or agency or public body, or, if so r~luired` the sarna have b~n obtained. (e) This Lease, each Schedule and all related instruments and documen~ have been duly authorized, approved, executed and delivered by thc Lc~e~, and enn~mto legal, valid, and binding agreamen~s of the Less~ enforceable agai~ the L~e in ac~rdanc~ with their terms. (0 The authoria~'i0u, approval end execution of the Lease and each ~hedule and all orher proceedings of Lcs.~cC ~lating to ~ha transactions contempinted hcrcby have h:~ performed ia zeenrdauce with all appllcablc op~n m~cting inw'~, public bidding laws and o~er applicable laws of the Stat~ and the United States, and such proceadln~s ar~ valid and legally sufficient. (g) Levee has sufficient appropriations or other moneys available to make all rent and other pa~nmits required to be paid under the Lcar, c and each Schedule duriil$ the curr~t fiscal year of Lessee and such monc~ have bean prol~rly budgeted and appropriated for this p~rpose in accordauco with applicable law. (h) The execution of the Lea.ia and each schedule does not result in the violation of uny consti~.ltional, statutory or other limitatior~ feinting to the mmillor, form or amount of indebtedness which may be incurred by Less~, (i) There is no a~ion, suit °r Proceedin~ pending °r threatened against or ~eedng Lcss~e' bef°rc any ¢°urt' administrative agency, arbitrator or governmental body, that challenges the exis~nce or or~anlzation of the L~; the title of may 0fthe present ogficers of&c Le~s~c to their reSpective ofces, the authorit!/or proceedings for thc exccutlon and delivery of the Lease mid the other doenmenc~ described above, tho appropriation of moneys to make rent payments pursuant to the L,~ase to the ex~ilt of such appropriations; or the authority of the Lessee otherwise to perform i~s obligations under the Lense. (j) There arc Ilo p~ndint~ actions or proc~:din~ to which l~essea is a l~lrty, aud there are no other p~nding or threatened actions or procaedin~ of which Les~e ha~ knowledge, before any cot~, arbitrator, or gov~mlliantul or administrative deparmlent or · ' ' ' ' i~ ri~t to agency, which either individually ur in the a~$regato, would., materially adv~'rsely aftra the flnauc:aI. . condition, al/LassO. °arCher, Lessen rnakt or carry out this Lea.~ mid ~.h Schedule, or the ebthty of Lessen to pay rent mid perform :ts obh~atton h:rennder is not in default under any material obligations for the payment of borrowed money, for tho dafzizad purchase price of property or fur',he payment of any rent which, either individually or in the a?~regate, would have the same such eff~cC u~dcr appii)eabie law. The Equipment will have a useful life in the hands or,he Lesge tiler ~s su~liltlally iii excess oim~ p~a~u ~, ~ at th: end of the current fi~l year of~a Lessee. PNC L~.~ING COR~ I~F. ASE PURCHASE AGREEMENT Page 12 ell3 (1) The financial s~ments of Lessee (copies of which beve been famished to Leesor) accurately and completely preSent Lessee's financial condition and the r~ult~ ot'i~$ op~'agon~ as of the date of and for the period covered by such smtemen~ and since thc date of such statemems thare has been no matari~i adverse change in ~'uch e0ndi~ions 0r operations. (m) Thc address ~ on page one of this Lease is the chief place of business and chief executive office of I.,c~cu; and thc Les,see does not conduct business under a trade, a~anmed, or flcti~iotts flame. (n) Lessee will do or cause to be done all things necessary re preserve and keep this Lease, including the ~nt payment schedule hereunder, in full force and effect. 312. (~OV~RNING I.~.W AND CONSENT OF JURISDICTIOn. This Lease has been executed and delivered in the Commonwealth of Pcnnsylvunia. The laws and decisions of said Conunou~vealth (including, without; limitation, es to the statute of limitations) will Severn and control the ¢ons~uction, enforceability, valldl~y and interpretation of this Lease, and of all agreements, lnsmunen~s and documents ber~ofor¢, now or hercefiet' executed by Lessee and delivered to Lessor perminin§ or relating to this Lease or the lransactinns contemplated herein. The par~tas allree that ally action or proceeding arising out of or relating to this Lease may he commenced in the Court of Common Pleas of Alle~llany County, Pennsylvania or in the United States District Court for tho Western Disuict of Pennsylvania, and Les.see a~reas that, in addition to any other manner of servicu prcs:ribed by law or rule of ooun, a summons and complaint commencing an action or proceeding in either such Court shall be properly served upon Leimee and shall confer personal jurisdiction if served pcr'X, nally or by UUl~I States registered mail, remm receipt r~uested, to the Lessee at tho address h?dieated on the flrst page of this beese. 33_ STATUTE OF LIMITATIO_N~. Any action by Lessee against Lessor alleging any default by Lessor of i~s obligations or dcties under the Lease or any a~.eement relating hcreto, including breach of any warranty or indemalty, shall be commenced within eno (1) year aRer any such cause of action accrues. 34. CONFLICT OF PROVISIONS. In the event of troy ¢ontlict of provisions between any Schedule and rills document or between any Schedule and any other document, the provisions of thc Schedule shall control, 35. AMENDMENTS AND WAIV~R.~ This document+ the Schedula(s) and Insurance Schedule(s) and other schedules, exhibJ'IS, amdavi~s and certiflcetes executed by Lessor and l~essec constitute the entiFe agreement beiween Lessor and Lessee with re, peet to the Equipment nnd the subicct matter of this I~ase. No arm or provision of this Lease may be changed, waivcd~ amended oe tertoinatad e~cept by n wFitten agreement si~ned by hoth Lessor and Lessee, except that Lessor ma)' ineeri on the appropmte SeheduJ~ the serial number of an)' ltem of Equipment afleF delive~ theran£ No express or implied waiver by Let, sot or any Event or Default hereunder shall in any way be, or be ennstmed to be, a waiver of any fitmre or subsequent Event of Det'aalt whether similar in kind or otherwise. rqo~cES. ~xcept as otherwise provid~ in ?~ra~*~ph 32 above, Service of all notices under this Lease shall be su~cianl if ~iven personally or mailed to thc pony involved at its respective addre~ set fOF~ in the mos~ recent Schedule relating hereto, or at such address ss such p~ may otherwise provid~ in wrltiflg from time to time, Any ~uch notice mailed to such address shall bc ¢ffc~ive whan depos~ed in the United $~es mail, duly addressed with first-class postage pre~ald. 33, ~[~,~R;~[I~i~ER. Whene¥~ the context of this L~ase requ~s, the neuter gender inciu~s the mn,~uline and feminine, and the stnsular number includes the plural. Whenever the word Lessor is used hcr~in, it ~hall include all assignees of Lessor. If'hare is more than one Lessee named in this Lease, tho liability of each shall be joint and several. 34. TITLES. The titles to the paragraphs of this [,case arc solely for the convenience oi'the pa~ies, shall not be desmed to con~itu~ a par~ hereof and are riel an aid in the intcr!~t'etation of the document. TIME. Time is of ~e essence in thc performance of this Lease and each and all of its provistens. 36, SEVER,~RILITY OF PROVISIO]_~. If any provision of this Les~e i~ held invalid or unenforceable, the remaining provisions will not be affected tharcby, and to this cad. the provisio~ of this Lease are declared severable. 37. .IOrNT A~rO SEV~I~AL LiAllILIT'/. AS use~ he~in "L~," if ~c~ ~ more ~ one shall m~ ~ll Le~s, or ~ch of ~em, ~d ~ such cm~ 8_ LES~R ~S. ~O~S connec6on with ~ ~ution ~d ~tiv~ of this Le~e ~d ~e o~r doc~ s~ul~ ~ c~fl~S delive~d ~ conn~tion he~i~, including, wi~out l~do~ Leafs co~seI ~ESS ~e duc cxecu~on he.of wi~ ~e ~nt ~ ~ legal~ ~d. A1~FEST/WITNESS: Title:, / Clc~k/T~easu~e~ Mayor AcCepted at pittsburgh, Pennsylvania by: (a:~municipal.lsc; rev. I 1/I 1/95) MINUTES OF THE BOARD OF PUBLIC WORKS AND SAFETY OF THE CITY OF JEFFERSONVILLE, INDIANA MONDAY, MARCH 30, 1998. Mayor Thomas R. G-atligan called the meoi~g to order at 9:30 *~m. anti on call of tho roll those mei~abers present were:City Engineer Bob Miller and Sewage Office Manager Bob Goldman. Also present were: Police Chief Mike Pavey, Animal Shelte~ Manager Rick Bray,Building Commissioner Larry Decker, Fire Chief ML_~ke Smith, Wastewater Treatment Plant Asst. Director Scott Timmerman, Kevin Wright of EMC, Street Commissioner Bobby Etvin,City AJlomey Anne Marie Galligan and Clerk Lymae Kempf. City Engineer Miller mede the motion to approve the minutes of 3-23-98 as presented, seconded by Planning and Developmant Director Jim Urban and eanSed unanimously. BIDS Jorge Lanz ofJacebi, Toombs, and Lanz opened sealed bids on the ADA ramps. They are: Dial One pleasure Valley Construction- $38,350.00 and L.D. Rice Construction- $31,500.00. Jorge Lanz checked the bids and recommended to accept the bid of L.D. Rice Construction. City Engineer Miller mede the motion to approve L.D. Rico's bid of $3 t,500.00, seconded by Sewage Office Manager Goldman and canied unanimously. STOP SIGN Installing a stop sign at Chestnut Street and Graham was discussed at a previous meeting and had been tabled. Sewage Office Manager Goldman made the motion to aplnOVe the stop sign, seconded by City Engineer Miller and carded unanimously. AAU BASKETBALL Nancy Castell asked the Board to approve a roadblock at the intersection by lee Cream W'ffiie's and one at the Dutch Lane intemection by Walnut Ridge on April 24th and 25th. St~ve Ellis asked the Board to approve a roadblock at 8th and Wall and one at Maple and Walnut from 1 I-2 on April 4th. Sewage Office Manager Goldman made the motion to approve both · requests for'roadblocks, seconded by City Engineer Miller ami carried unanimously. PNC LEASING Street Commissioner Ervin asked the Board to approve the leaso to purchase garbage trucks. Sewage Office Manager Goldman made the motion to approve the lease, seconded by City Engineer Iv~filler and carded unanimously. SHEPHERD'S AUCTION SERVICE City Engineer Miller made thc motion to approvc thc auction contract with Shepherd's Auction Service, seconded by Sewage Office Manager Goldman and carried unanimously. Sewage Office Manager Goldman stated for the record that the Depmhue~t of Redevelopoment has paid back $100,000,00 that was borrowed from the Sewage Departmant. CENSUS BUREAU City Englncer Miller made the motion to approve the Census Bureau employees exiting out onto penn.qylvania Avenue, seconded by Sewage Office Manager Goldman and carded'unanimously. AUCTION Vehicle Mair~enance Foeman Mike ~ said Shq~herd Auction will need a list of all auction ~t~s by Wednesday, April 1, 1998. There being no further business to come before the Board of Public Works and Safety, Sewage Office M_anag~x Goldman made the motion to adjourn at 9:50 ~Ltm, seconded by City Engineer Miller and carded unanimously. MAYOR ATTEST: