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HomeMy WebLinkAboutBPW-07-02-03-01 Bond Bnk/CCCRESOLUTION NO. BPW- 07- 02 -03 -01 A RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY APPROVING A LEASE WITH THE INDIANA BOND BANK FOR THE CARMEL /CLAY COMMUNICATIONS CENTER WHEREAS, in accordance with the provisions of Indiana Code 5 -22 -2, bids for the purchase of the equipment ( "Equipment ") listed on attached Exhibit A, incorporated herein by this reference, were received and approved; and WHEREAS, the assignment of such bids to the Indiana Bond Bank in accordance with the provisions of Indiana Code 5 -1.5 is in the best interests of the City of Carmel, Indiana ( "City"); and WHEREAS, the Carmel Board of Public Works and Safety ( "Board ") has had an opportunity to examine the proposed master equipment lease agreement between the City of Cannel and the Indiana Bond Bank (the "Lease ") and any supplements ( "Supplements ") thereto, which Lease and Supplements are attached hereto and incorporated herein by this reference as Exhibits B and C, respectively. NOW, THEREFORE, BE IT RESOLVED by the Board that the Equipment listed on attached Exhibit A is hereby assigned to the Indiana Bond Bank, that the Lease and Supplements for the Equipment listed on Exhibit A provides for a fair and reasonable rental for the use and enjoyment of such Equipment by the City, and that the execution of the Lease and Supplements is appropriate. BE IT FURTHER RESOLVED, that the delivery by the Carmel Clerk- Treasurer ("Clerk - Treasurer") to the Indiana Bond Bank of the Lease and Supplements in the form same are presented to and approved by the Board herein is hereby authorized and approved, and the Clerk- Treasurer is hereby authorized to execute such documents related to the Lease and Supplements as are reasonable, lawful, necessary and required in order to carry out the transactions authorized hereby, the execution of the Lease and required Supplements by the Board constituting conclusive evidence of such approval. BE IT FURTHER RESOLVED, that the Clerk- Treasurer is authorized and directed to initial and date a copy of the Lease and the Supplements, and to place the same in the minute book immediately following the minutes of this meeting, and that said Lease and Supplements are made a part of this Resolution as fully as if the same were set forth herein. BE IT FURTHER RESOLVED, that the Clerk- Treasurer is hereby authorized and directed to execute on behalf of the City of Carmel any documents lawful, necessary, reasonable and required by the Lease and/or the Supplements, including, but not limited to, Certificates of Acceptance, affidavits on behalf of the City, UCC financing statements and IRS Form 8038GC or 8038G, provided that the Clerk - Treasurer shall have previously had such documents reviewed and approved by the Carmel City Attomey. Page One of Two Pages /eb.msword zlaWe ba sMydmummisbpw-rtsolulims \003'ndiana bond bank comm c drc'.NIB /0l] ALL F WHICH IS RESOLVED by the City of Carmel Board of Public Works and Safety, this ?Adday of , 2003. CARMEL BOARD OF PUBLIC WORKS AND SAFETY By: tear es Brai ard, res ate: ing Officer Mary Ann Date: ke, Me ber Lori S. Watson, Member Date: ATTEST: 714 Duna L. Cordray, IAMC, CI 7i!) Treasurer Date: BPW Resolution No. BPW- 07- 02 -03 -01 Page Two of Two Pages icb'.mswordr\1 wk bushy documm6Wpw-rmluaions@003Gniiana bond bank comm <v doc'.N1L03 SaodaM " for Dora oat QTY 6 3 6 6 5 5 3 3 3 1 3 6 6 6 6 6 1 1 1 1 3 3 3 6 1 MODEL DESCRIPTION MA/COM C3 MSCIM1 2C- KDVI20 2C- KDV120 901 -9270 950 -9374 901 -9256 901 -9019 Tradn.In HB8TMX HBCP7U HBCC HBZN3B HBMC7T MSDEIP 19D903302P3 190903531P1 344A3728P1 TRA -223 RMSL1212 DB499 CARMEL - CLAY COMMUNICATIONS 6 POSITION CONSOLE BUDGET SUMMARY MA/COM MAESTRO DISPATCH CONSOLE (1069/64) Includes computer, enhanced audio enclosure, custom keyboard, 3- button trackball, desktop speaker kit, single foot switch, headset jack box and accessories. MA/COM C3 Interface Cards for CEC Switch MNCOM Integrated Paging 1069/46L MA -COM User - Definable Screen (1069/94) MA/COM System, Zetron Call check Recorder MA/COM System, Zetron 32/64 Minutes Memory MA/COM System, Zetron Series Module Panel MA/COM System, Zetron Series Module Panel MA/COM System, Punch Down Blocks, 25 pair cables,connectors, surge protection and installation hardware INSTALLATION, Programming, System Acceptance r:rc•tt fnr Trade -in of lined IrnmpatiMa ran -nbs M~A(C:c7M . L s UH TOTALk O a if • MNCOM EDACS Jaguar 725M 35 Mobile Control Stations MNCOM Scan Control Unit MNCOM Emergency /Dynamic Regrouping MNCOM Accessory Kit MNCOM Mobile Microphone MNCOM Convention Interface Module for IMC Switch MNCOM Audio Interface Module for IMC Switch MNCOM Module Audio Crossconnect for IMC Switch MA/COM Cables for IMC Switch MNCOM Vega tone remote control, power supply 8 mount hardware MNCOM DuraComm Rack Mount Power Supply MNCOM Mobile Control 10 db Antenna System, Protection 8 Hardware MNCOM 19 Inch Rack Mounts for Control Station MNCOM Lightning Protection System and mist Hardware MA/COM 5 - tem Installation Fee Lectro Communications UNIT PRICE $27,660.00 TOTAL BUDGET EST. 10 year Bond 5165,980.00 $20,901.76 57,055.00 $21,165,00 $2,665.62 53,000.00 518,000.00 $2,267.00 $250.00 51,500.00 $188.92 $1,595.00 57,975.00 51,004.41 $240.00 51,200.00 5151.13 5295.00 5885.00 $111.46 $45.00 5135.00 517.00 $525.00 51,575.00 5198.36 $0.00 53,150.00 53,150.00 5396.73 51' 2$,n+ $4,72500 2T,aur '0 $1,856.00 511,136.00 $1,402.52 $360.00 52,160.00 $272.04 $160.00 5960.00 5120.91 $80.00 5480.00 560.45 $80.00 $480.00 $60.45 54,500.00 54,500.00 $566 75 54,000.00 54,000.00 $503.78 $509.00 5509.00 $64.11 $334.00 5334.00 $42.07 $467.00 51,401.00 $176.45 5118.00 5354.00 $44.58 51,250.00 53,750.00 5472.29 5360.00 52,160.00 5272.04 5350.00 5350.00 $44.08 51,250.00 $1 '.00 ¢+5744 1 +1-7 4.p0i -- 6 HA8ATX MNCOM Jaguar Portable Radios for Coneob Backup with Dynamic Regrouping, 128 SystonVrakgroups, Antenna Two (2) High Capacity Batteries EZI, Radd Desk Chaoar DOTAL SALESU ?p,LrERCOSTS- MA/COM $2,880.00 TOTAL : CONSO ,tE, EEE-CTRONICS.COST , ACKAGE - npond for 6 dispntrhnn , 5L0, 't. April 28, 2003 101-AL BOND BANK ISSUEE; i , ,y EXHIBIT A 00 316,080.00 $2)56,7-24.00'; $' 500 oa 52i42404O p33,i,224 00 53) 0 55C-4,424.00- S -9 1 )5. 7, $•4-4019.00 526 D. , 0 $ 47,0,219 50 524 10u �a 9454,515 UQ - $494,819,00 -1,229 33 • 531,5e7 25 52,025.19 $33,592.44 $3 31 05 '3 595'■47 _.. 18 $55,921.79 53.299 75 559,221.54 53 0'2 05 552,294.58 $62.294.53 MASTER LEASE - PURCHASE AGREEMENT This Master Lease- Purchase Ag,...,,.nt (Ole "Agreement"), made and entered into as of this JUNE 7, 2000, by and between INDIANA BOND BANK ( "Lessor"), a banking corporation with offices at 2980 MARKET TOWER, 10 WEST MARKET STREET, INDIANAPOLIS IN 46204, and CITY OF CARMEL (the "Lessee ") with its principal address at ONE CIVIC SQUARE, CARMEL, IN 46032, a political subdivision of the STATE OF INDIANA, organized and existing under and by virtue of One laws and Constitution ofO the STATE OF INDIANA. WITNESSETH: WHEREAS, Lessee is authorized by Iaw to acquire equipment and other kerns of personal paprty and to finance such equipment and/or personal property by entering into lease- purchase agreements; and WHEREAS, Lessee has determined that it is necessary for it to acquire under this Agreement certain items of personal property described herein as Equipment; and WHEREAS, Lessor is willing to acquire such items of Equipment and to lease and sell Oren to Lessee pursuant to this Agreement, NOW, THEREFORE, in the joint and mutual exercise of their powers, and in consideration of the mutual covenants herein chaired, the parties hoar recite and agree as follows: Section 1. Certain Defined Terns and References. (a) In addition to the tams defined elsewhere in this Agreement, the following tams have the meanings given below unless the coned clearly requires otherwise: "Acquisition Fund" mean the Acquisition Fund established pursuant to Section 4 of the At ....uhud and Section 2 of the Escrow Agreement. "Additional Rent" meats the paymads required to be made pursuant to Section 7 in addition to the Base Rent "Agreement" means the Master Lease-Purchase Agreement as the same may be amended or supplemented from time to time, and all other documents and certificates required to be executed in connection herewith "Applicable Rate of Interest" nears such rate as shall be detwmured from the Schedule of Payne is with respect to each Individual Payment Schedule. "Authorized Officer," when used: (i) With respect to Lessee, mean any officer of Lessee who is designated in writing by the Lessee as an Authorized Officer for the purposes of this Agreanat- (ii) With respect to Lessor, means any officer of Lessor who is designated in writing as an Authorized Officer for purposes of this Agreanat. (iii) With respect to any successor to lessor as the Lessor, means the officer of the successor who is designated in writing by the successors governing body as an Authorized Officer for purposes of this Agreemat "Base Rent" means One payments, including the principal and interest components thereof specified in the Individual Paymet Schedules attached hereto. "Commencemet Date" means the date when the term of the Individual Payment Schedule begins and Lessee's obligation to make L ease- Purchase Paymens accrues, as evidenced by payment by Lessor to the Vendor ofEquipment or by to deposit by Lessor into the Acquisition Fund of the morays re /tired by the Escrow Agreement "Contactor" means each of the manufacturers or vendors from whom Lessee has ordered or will ads or with wham Lessee has contracted or will contract for the manufacture, delivery or installation of the Equipnut "Escrow Agent" means the Escrow Agent acting under and pursuant to the Escrow Agreement, if applicable. "Escrow Agreement" means the Escrow Agreement of even date herewith by and between the Escrow Agent and Lessee, as the same may be amended and supplemerded from time to time, if applicable. "Equipment" means the personal property described in the Individual Payrne t Schedules, which is being leased and purchased by Lessee pursuant to this Ap..ant The property so listed shall be, collectively, the "Equipment" and individually, a "Unit of Equipment" "Equipment Location" means the location or locations within Lessee's jurisdiction where the Equipment is installed, used or maintained by the Lessee. "Fuel Renewal Period" or "Final Period" means the last Fiscal Period during which a lease will be renewed, as shall be indicated in the Individual Payment Schedule with respect to each thit of Equipment. "Fiscal Period" means the applicable fiscal year of the Lessee. "Implicit Rate of Interest means the rate used to determine the interest potion of the L ease - Purchase Payments, as set forth in the Individual Payment Schedules "Independent Counsel" means any attorney or attorneys duly admitted to practice Iaw before the highest court of any state and not an officer or full time employee of Lessor or Lessee and who is not reasonably objected to by Lessee. "Individual Payment Schedules" mean the schedules which identify specific Units of Equipment, the Commencement Date of the individual leases and tames thereof (which are treated as separate lapse obligation) which may bemire a part of this Agreaost from time to time. Each Individual Payment Schedule shall consist of the fans attached hereto as Exhibits A, Exhibit R. Exhibit C. Exhibit D, Exhibit E, Exhibit F, Exhibit 0, Exhibit H and supplemental documents including an original invoice or purchase order and any other documents needed to perfect a security Serest in the Equipment by Lessor. "Initial Fiscal Period" or "Initial Period" means such period as shall be indicated by the Cotmmencemat Date set forth in each Individual Payment Schedule for the Equipment which shall terminate the last day of Lessee's than carat Fiscal Period The tam of the leases will be renewed in the manner described in Section 6 hereof at the end of the Initial Period or any Renewal Period for an additional one (I) year, upon Lessee's budgeting of sufficient funds for the making of Lease-Purchase Payments for the net occurring Renewal Period with respect to the Equipment or specific Units of Equipment, as provided in Section 10 of the Agreane t " Lease - Purchase Payment Account" meats the account established by the Lessor for receipt and deposit of the Lease - Purchase Payments of the Lessee under the Agreement and for deposit of any insurance proceeds not used for repair or replacement of Equipment, as provided in Section 19 ofOne Agreement " Lease - Purchase Payments" means the sum of the Base Rat and any Additional Rat due at or during a stated tine. "Lease Tem" means, collectively, the initial Period and thereafter, each Renewal Pared provided for in the Agreement "Leases" mews the individual leases of the Units of Equipment, as specified in the Individual Payment Schedules, endeted into as a part of and pursuant to the Agreement "Lessee" mean as referenced above, a political subdivision of the State. "Lesson' rheas as referenced above, or its successors or assigns. "Maximum Fiscal Periods" meal the total number of Fiscal Periods ofthe Lessee during which the leases may be renewed, as shown on the Individual Payment Schedules. "Payment Date" mews each date of payment during the Lease Tam designated as a Payment Date in the Individual Payment Schedules, commencing as of the Co mnahcement Date "Purchase Prix" mean, as of any Purchase Prix Date, the amount set forth in the Individual Payment Schedules which Lessee may pay to purchase the Equipment or specific Units of Equipment "Purchase Prix Date" means any Payment Date referred to in the Individual Payment Schedules, on which Lessee may purchase the Equipment or specific Units of Equipment by payment of the applicable Purchase Price after payment of the lease- Purchase Payment due on such date. "Renewal Period" means any Fiscal Period subsequent to the Initial Period of an individual lease during which such lease is renewed "State" means the State of Indiana 'Taxable Rate of Interest" means a rate of interest equal to the Tax Equivalent Yield 'Tax Equivalent Yield" means the Implicit Rate of Interest divided by the remainder resulting from subtracting the carat maximum federal corporate income tax rate from one. "Vendor" mean the manufacturer of the Equipment as well as the agents or dealers of the manufacturer from whom Lessor purchased or will purchase the Equipment (b) References to sections, exhibits or atachrnens, unless otherwise indicated, are to sections of or exhibits or attachments to this Agreement Section 2. Assiltnment of Wanantles Lessor shall assign to Lessee during the 1 pas.- Term, all warranties, if any, express or implied with respect to the Equipment That asignmmt shall include an authorization to Lessee to obtain the customary services famished N connection with those warranties, at Lessee's expose. EXHIBIT B Section 3. Lease of Equipment. lessor hereby agrees to demise, lane and Id to lessee, and Lessee hereby agrees to rant, lease and hire from Lessor, the Equipment in accordance with the provisions of this Agreement, to have and to hold for the Lease Tenn Upon and during acquisition of the Equipment, all leasehold rights granted to Lessee by Lessor under this Agreement shall vest in Lessee, without any further action on the part of Lessor. The lease of each Unit of Equipment shall be evidenced by an Individual Payment Schedule executed by Lessor and Lessee describing specific personal property, and setting forth provisions relating to the rent, term of the lease, and other details relating to such Equipment The lease for each Unit of Equipment shall become effective on the Conamocement Date, and the Individual Payment Schedule for such Equipmert shall specify such date as the effective date of the lease Section 4. Disbursements. The Lessor and Lessee agree to either disburse finds directly to the Vendor of Equipment or to establish an Acquisition Fund for the purposes hereinafter described for each Individual Payment Schedule through a separate Escrow Agreement The Lessor is authorized to disburse the moneys in the Acquisition Fund to payment of or reimbursement to the Lessor or the Lessee for payment 4 the following: (i) Expenses incurred in connection with the authorization, issuance and delivery of the Agreement and the preparation and delivery of all agreements, instruments and docwnents related thereto, including but not limited to, all financial, legal, administrative, accounting and printing fees, expenses and charges and all recording filing or insurance, and any other fees, expenses or charges relating to the Equipment or this Agreement, (ii) Any other costs, expenses, fees and charges properly chargeable to the cost of acquisition and installation of the Equipment and ( iii) Any other coats relating to the Equipment for which payment may be made under the tams ofthis Agreement Any disbursements from the Acquisition Fund for the payment of costs shall be made upon acceptance of the Equipment pursuant to Section 5. Reimbursements to Lessee for amounts paid on the Equipment (by virtue of a down payment or payment for the Equipment) from the amounts provided for by this Agreement must be in accordance with Treas. Reg. § 1.150 -2. Section 5. Acceptance of Equipment Upon the acquisition and installation of each Unit of Equipment the Lessee shall acknowledge and certify in writing its acceptance of such Equipment by signing a Certificate of Acceptance, substantially in the form attached hereto as Exhibit C. Section 6. Lease Tenn (a) The tern of each lease will be for the Initial Period and will be renewable upon budgeting by Lessee of sulfidat finds to pay Base Rent and Additional Rent on the first day of each succeeding Fiscal Period for the Maximum Fiscal Periods indicated on the Individual Payment Schedules, unless the Lessee exorcise its Purchase Option pier to the end of the Final Renewal Period. This Lease will terminate upon paymat of the foal Lease-Purchase Payment indicated on the applicable Individual Payment Schedule (plus any Additional Rent payable under the terms of this At,,..- rix.,t), or on a sooner Purchase Price Date, Section 7. Rent (a) lessee ages to pay to Lessor during the Lease Tam of each lease the Lease-Purchase Payments set forth in the Individual Payment Schedules on the dates and in the amounts set forth therein, including the interest swoon its thereof: equal to the amounts provided below in this Section. The lease-Purchase Payments during the Lease Tenn will be absolute and unconditional in all events and will not be subject to any set-oft defense, counterclaim or recaupnet for any reason whatsoever. (b) Lessee agrees to pay as Base Rent directly to the Lessor the following amounts: (i) Lessee agrees to pay the Lease- Purchase Payments specified in each Individual Payment Schedule Each payment shall be applied first to payment of the interest componat of the respective Lease-Purchase Paymet. (ii) To the extent permited by law, if any Lease - Purchase Payment shall not have bean received by the lessor 10 days after the Payment Date, the Lessee agrees to pay a late payment fee equal to 1 -12% ofthe due and owing Lease-Purchase Payment (c) Lessee agrees to pay to the Lessor the following amounts as Additional Rent: (i) Lessee represents that no charges or taxes (local, state or federal) are currently imposed on the ownership, leasing, ratan sal; purchase, possession or use of the Equipment, exclusive of taxes on or measured by Lessees income, and acknowledges that no provision has been made for the inclusion of any such charges or taxes in the Base Rent. If during the Lease Tam the ownership, leasing rental, sale, purchase, possession or use of the Equipment shall result in the imposition on Lessor of any large or taxes (local, state or federal), exclusive of taxes on or measured by lessees income, L else shall promptly pay to Lessor, upon receipt from Lessor of a statement therefor, as Additional Rent an amount equal to those charges and taxes imposed on Lessor. (ii) Upon an Event of Default, lessee will pay to Lessor as Additional Rent all reasonable costs and expenses 'uaumxl or to be paid by the Lessor under the Agreement, including Law's out-of-pocket expense and Lessees attorney fees, which ware not part of the original oast of the Equipment ( iii) lessee will pay to Lessor as Additional Rent all supplemental payments required by Section 8(d) below in the amount necessary to preserve the Tax Equivalent Yield to the Lessor under the tams of the Agreement in the manner provided therein (d) If Lessee des not make payment of all or any pant of the Additional Rent, the lessor shall have the right but shall not be obligated, to pay or advance the amount of such Additional Rat If the Lessor pays any portion of such Additional Rent, Lessee shall pay Lessor no Iota than the fast Payment Date in the next succeeding Fiscal Period during which the Lease Tenth is in effect an amount equal to the sum of such Additional Rent and the costs roamed by Lessor in making such payment or advance, including the amount Lessor would have cured from investment of the amount paid or advanced before repayment thereof as determined by the prime rate of The Fifth Third Bank, Cincinnati and Dayton, Ohio, as an nouneed Iran time to time, plus 1 -12%. Lessor shall no* Lessee in writing of the costs incurred in any case of its paying or advancing such Additional Rent. If Lessor pays or advances such Additional Ram, and is repaid as provided for in this paragraph then such initial failure to pay shall be deemed to be cured and shall not he deemed to be an Event of Default under Section 22 of this Agreement (e) Lease- Punthase Payments shall be payable at the principal commercial leasing office of the Lessor or such other place as Lessor may from time to time designate in writing Section 8. Actions Rebtint to Tax Exemption of Interest Compooenta (a) Lessor and Lessee each covenant that it will restrid the use of moneys realized under this As c..1ffint or otherwise in connection with the acquisition and financing of the Equipment in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at One time of entering into this Agreement, so that there will not exist at any tune any obligation in connection with this Agreement or the Equipment that constitutes an obligation the interest on which is includible in gran income for federal incase tax purposes or an "arbitrage bond" under Section 148 of the Internal Revenue Code of 1986, as amended (the "Cud. "), and the regulations prescribed under that Section and any subsequent amendments or modifications tlerdo. Any officer of the Lessor or Lessee having responsibility with respect to the execution and delivery of this Agreement shall, alone or in conjunction with any other officer, employee or agent of or consultant to the lessor or Lessee, give an appropriate certificate of the Lessor or Lessee pursuant to Sections 103 and 148 of the Code and these regulations, setting forth the reasonable expectations of the Lessor or Lessee on the date of ordering into each Individual Payment Schedule of this Agreement, substantially in the form attached hereto as Exhibit D, regarding each lease and the use of those moneys. (b) Laws represents and covenants that it will not use the Equipment or permit the Equipment to be used, in such a manna as would result in the lass of the exclusion from gross income for federal income tax purposes of the component of the Lease-Purchase Payments designated as interest on the Individual Paymet Schedules afforded under Section 103(a) of the Code. (c) The Lessor and Lessee each covenant to take all action required to maintain exclusion from gross income for federal income tax purposes afforded under Section 103(a) of the Code, of the Lease-Purchase Payments designated as the interest component on the Individual Payment Schedules attached hereto. (d) (i) In the evat that at anytime the yield to the lessor as to any lease is decreased by any change in the limitation in the deductibility of the interest paid on debt incurred by the Lessor to tarty tax exempt obligation from that which is presently incurred by the Lessor, or in the evert there shall occur any other change in law which lowers the Tax Equivalent Yield to the Lessor, than the Lessee shall make a supplemental payment to the Lessor annually, on written demand by the Lessor, in an amount which is equal to the amount necessary on an aflertax basis to preserve the same Tax Equivalent Yield (ii) In the event that for any reason the interest portion of the I .+se -P rchase Payments of any lease is determined not to be excludable from gins income for federal income tax purposes, the Implicit Rao of Interest will increase to a rate equal to a Taxable Rate of Interest In addition, Lessee will pay an amount equal to the difference between the portion of the Lease-Purchase Payments which constituted interest with respect to such lease which were actually paid and the interest which would have been paid if the Implicit Rate of Interest had been a Taxable Rate of Interest from the Commencement Dale or if later, the effective date from which the interest component is determined to be taxable, plus any penalties, interest, assessments and additions to tax payable by the Lessor as a result of the loss of the tax exempt status of interest on the lease. Section 9. Authority and Authorization. I ?sir. represents, covenants and warrants, and will deliver to Lessor an opinion of its counsel to the effect that: (i) the Lessee is a political subdivision of the Sate, duly organized and validly existing under and by virtue of the laws of the Sate; (ii) the execution, delivery and performance by the Lessee of this Agreement have been duly authorized by all necessary action on the part of the Lessee; and (iii) this Agreement constitutes a legal, valid and binding obligation of the Lessee enforceable in accordance with its tents. Lessee agrees and warrants that: (i) it will do or cause to be done all things necessary to preserve and keep this Agreement, including each Individual Payment Schedule hereunder. in full force and effect; (ii) it has complied with all requiranents applicable to it, and has taken all steps for approval and adoption of this Agreement as a valid obligation on its put; and (iii) su0iciom funds are appropriated to pay all amounts due under this Agreement for the Initial Period 2 Section 10. Title; Temunation; Nonappropriation. (a) Lessee will obtain title to the Equipment during the Lease Tem; subject to the Lessor's rights under this Agreement Lessor and Lessee agree that this Agreanent or any otter appropriate documents may be filed or recorded to evidence the parties respective interests in the Equipment and the Agreement_ (b) The Equipmet shall bonne the property of Lessee and Lessor's interest therein shall pass to Lessee without cwt upon (i) Lessee's exercise of the Purchase Option granted in Section 20 hereof, or (ii) the complete payment and performance by Lessee of all of its obligations during the Lease Term; provided, however, that tide shall immediately and without any action by Lessee vat in Lessor and Lessee shall immediately surrender possession of the applicable Units of Equipment to Lessor upon (i) any termination of any lease under this Agreement without I eswe exercising its Purchase Option to purchase with respect thereto, or (ii) the mamma of an Event of Default which is not cured in accordance with the terns of this Agreement In any of such cases, Lessee agrees to execute such instruments and do such things as Lessor reasonably requests in order to effectuate transfer of any and all of Lessees right title and interest in such Equipmdnt, as is, to Lesoa. It is hereby acknowledged by Lessor and Lessee that Lessee will purchase the Equipment an the tans set forth in the Individual Payment Schedules of this Agreement (c) It is Lessee's intent to pay Lease - Purchase Payments for the Initial Period and all Renewal Periods as scheduled on each Individual Payment Schedule if funds are legally available to it and in this regard Lessee represents that the use of the Equipment is essential to its operatics Lf the Lessee is not allotted funds for any successive Fiscal Period to continue paying the Lease-Purchase Payments as to any Individual Payment Schedule for the Units of Equipment relating thereto and it has no Curds legally available for such payment from other sources, Lessee may terminate the applicable Individual Payment Schedules of this Are vri u‘nt at the end of the then current Fiscal Period, and Lessee shall not be obligated to make any payments thereon beyond the end of the that current Fiscal Period. Lessee shall provide Lessor with 90 day written notice of its intention to terminate this Agreem ad as a result of an event of naappropriation In such event, Lessor shall have all the rights and remedies to take possession of the huts of Equipment relating to the Individual Payment Schedules so terminated. Lessee agree to iramfa all of its right, title and interest and to peaceably surrender possession of the applicable Units of Equipment to Lessor or its assignee on the effective date of such lamination, and to have such Equipment packaged for shipmart in accordance with manufactures specifications. If the provisions of the previous paragraph are utilized by Lessee, the Lessee hereby agrees, to to Went painted by law and subject to applicable public policy, not to purchase, lease, or rent other equipment performing fmctias the same as or similar to those performed by the Equipment for the remainder of the ten army Fiscal Period; provided, however, that this restriction shall not apply in the evert that (i) to Equipment is sold, released or otherwise disposed of by the Lessor and (ii) the amounts received from such disposition, less all costs of suds sale or disposition, are sufficient to pay the entire unpaid Purchase Price plus all olha amounts due hereunder. Section 11. Security Interest. In order to secure all of its obligations herauder, Lessee hereby (i) grants to Lessor a fiat and pia security interest in any and all right, title and interest of Lessee in the Equipment and in all additions, attachments, accessions, and substitutions thereto, and on any proceeds therefrom, (ii) agrees that this Agreement may be filed as a financing statement evidencing such security interest and (u) agrees to execute and deliver all financing statements, certificates of title ard other instruments necessary or appropriate to evidence such security interest and Lessee hereby irrevocably makes, constitutes and appoints Less as Lessee's true and lawful attorney with full power to sign the mane of Lessee to any such document. Section 12. DLsdalmer of Warranties: THE LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR FTINESS FOR USE OF ANY OF THE EQUIPMENT OR AS TO ITS TITLE THERETO OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE EQUIPMENT and the Lessor hereby assigns to Lessee for and during the Lease Tenn all nanufact urns warranties or guaranties, exiles a unplied, issued on or applicable to the Equipment and the lessor autorva Lessee to obtain the customary service furnished in correction with such warranties or guaranties at Lessee's expense. Lessee acknowledges that the Equipment shall be purchased by the Lessor in accordance with Lessee's specifications and from a vendor selected by Lessee, that the Lessor is not a manufacturer of or dealer of such Equipment and takes no part in or responsibility for the installation of the Equipment, and that the lessor has made no repraenation or warranty and assumes no obligation with respect to the merchantability, condition, quality or fibres of the Equipment or the enforcement of the manufacturer's warranties or guaranties Section 13. Personal Property. The Equipment is and shall at all lima be and remain personal property notwithstanding that the Equipment or any pan thereof may be or hereafter become in any maraca affixed or attached to or embedded in or permanently rested upon real property a any building or fixtures thereon or otherwise attached in any manner to what is permanent by means of cement, plaster, nails, bolts, screws or otherwise. Section 14, Use, Maintenance and Rennin Indemnification. (a) Lessee will: (i) use the Equipment in a careful manner for the use caaanplaled by this Agreement and the laws of the State with newt. to equipment of this type; (ii) comply with all laws, insurance policies and regulations relating to the use, maintenance and operation of the Equip..ni and (iii) pay all cuts, claims, damages, fees and charges arising out of its possession, use or maintenance of the Equipment (b) 1 ea"- at its expense, will: (i) keep the Equipment in good repair and famish all parts, mechanisms and devices required therefor, and (ii) obtain and maintain any govemmental licenses and permits required for ownership and operation of the Equipment (c) lessee will repair and maintain, or by contract provide for the proper repair and maintenance of the Equipment during the Lease Tenn (d) lessor ages that during the Lease Tam it will not impair the Lessee's abilities to operate or maintain the Equipment in sound operating condition so that the Equipment will be able to carry out its intended functions. (e) lessee releases Lessor from agree tat Lessor shall not be liable fa, and to the extent permitted by law Lessee shall indemnify Lessor against causes of action, costs and expenses (including, without limitation, reasonable attorneys' fees and exposes except as may be limited by law or judicial order or decision entered in any action brought to recover moneys under this Section) imposed upon, incurred by or asserted against either Lesser on amount of (a) ownership of any interest in the Equipment or any pan t hereof (b) any accident, injury or death to persons or damage to propetty occurring on or about to Equipment or any part thereof or the adjoining sidewalks, curbs, streets or ways, (c) any use, disuse or condition of the Equipment or any part thereof or the adjoining sidewalks, curbs, streets or ways, (d) any failure on the pant of Lessee to perform or comply with any of the tars hereof or (e) the performance of any labor or services or the f lmishung of any materials or other property in respect of the Equipment or any part thereof In cue any action, suit or proceeding is brought against Lessor for any such reason, Lessee, upon the request of Lessor, will at Lessee's expense, cause such action, suit or proceeding to be resisted and defended by Independent Counsel. To the extent peamitted by law, Lessor agrees to indemnify and save harmless Lessee against and from any and all cost, liability, expenses and claims arising frorn any breach or default on to pant of Lessor in the performance of any covenant or agreement on the part of lessor to be performed pursuant to the term of this Agreement, or arising for any act or negligence of or failure to act by Lessor, or any of its agents, contractors, servants, ernployeet or licenses, and from and against ail cwt liability and expenses incurred in or in connection with any such claim or action or proceeding brought thereon; and in case any action or proceeding be brought against Inc by reason of any such claim, Lessor, upon notice from Lessee, covenants to resist or defend such action (using counsel acceptable to Lesee, as the case may be) or proceedings at Lessor's expense Section 15. ARerationa Following completion of the acquisition of the Equipment, Lessee will not make any alterations, addition, substitutions or replacements to the Equipment which would have an adverse effect on eider the nature of the Equipment or the function or value of the Equip ere t, unless such alterations, additions, substitutions, replacements or improvements may he readily removed without damage to the Equipment Any alterations, additions or improvements to the Equipment which may not be readily removed without damage to the Equipment, and any substitutions or replacements, shall be considered to constitute a part of the Equipment Section 16. Location. Inspection. The Lessee shall not remove the Equipment from to Equipment Location without the consent of the Lessor, which consent shall not be unreasonably withheld. Lessor will be entitled to enter upon the Equipment Location or elsewhere during reasonable business hours to inspect or observe the use, operation and maintenance of the Equipma Section 17. Liens and Encumbrances. Lace and lessor shall keep the Equipment bee and clear of all liens and encumbrances except tote created or permitted under this Agreement_ Section 18. Risk of Los; Damage; Destruction Lessee assumes all risk of loss or damage to the Equipment from any cause whatsoever. No lass of or damage to, or appropriation by governmental authorities of or defect in or unfitness or obsolescence of, the Equipment will relieve Lessee of is obligation under this Agreement or the Individual Payment Schedules hereunder. Lessee will promptly repair or replace any portions of Equipment lost, destroyed, damaged or appropriated necessary to maintain the Equipment in sound operating condition so that at all tins during the L ••-case Temp the Equipment will be able to carry out its intended Rattlers. Section 19. Insurance. Lessee during to 1 ease Tenn of this Agreement shall maintain: (a) property insurance, with any loss deductible commonly used by Lessee, covering the Equipment_ naming the Lessor as loss payee, (b) liability insurance covering the use of the Equipment, which may be a combustion of self - insurance and an excess liability policy, naming the Lessor as an additional insured; (c) the proceeds of any personal injury insurance, casualty insurance, or appropriation awards, to the extent they are not promptly used or encumbered for the purposes dated in Section 18 hereof, shall be paid to the Lessor for deposit in the Lease - Purchase Payment Account; and (d) in die eves of total destruction of any Units of Equipment_ the Lessee shall apply insurance proceeds, self-insurance and any other moneys available and appropriated for the purpose, to to acquisition of replactnent Equipment 3 Section 20. Purchase Option Lessee, upon 90 days prior written notice to Lessor and after the Commencement Date, shall have the right to purchase the Equipment or any Unit thereof on any PwaIase Price Date by paying to Lessor the Lease-Purchase Payment then due on the applicable Individual Payment Schedule, together with the Purchase Price relating to that date. Section 21. Assignments. (a) Lessee may not, without the prior written consent of lessor (i) assign, transfer, pledge, hypothecate or grant any security interest in or otherwise dispose of this Agreement or any Individual Payment Schedule under this Agreement or any Unit of Equipment (without replacement or substitution) or any interest in this Agreement or any Individual Payment Schedule under this Agreement or Unit of Equipment, or (ii) sublease the Equipment or permit it to be operated by anyone other than Lessee, Lessee's employees or persons authorized by I essio in connection with Lessee's operation and maintenance of the Equipment (b) This Agreement and each Individual Payment Schedule and the obligations of Lessee to make payments under each Individual Payment Schedule may be sold, assigned or otherwise disposed of in whole or in part to one or more succuuxs, grantees, holders, assignees or subassignee by Lessor, whereupon such successors, grandees, holders, assignees or subassig ee shall succeed to all of Lessor's rights and (except to the extent of any servicing obligations retained by Lessor) obligation. Upon any sale, disposition assiganent or reassignment, Lessee shall be provided with a notice of the same by lessor or its grantees, holders, assignees or subassigree. Such sale, disposition, assignment or reassigment shall be el etive upon receipt of such notice by lessee. (c) Lessee agrees to make all payments to the assignee desigated in the assignment, notwithstanding any claim, defense, setoff or counterclaim whatsoever (except arising from Lessors breach of This Agreement) this t esser may from time to time have against Lessor or Vendor. lessee agrees to execute all documents, including registering of assignments, notices of &Moment and chattel mortgages or financing statements, which may be reasonably requested by Lessor or assiget to protect its interest in the i Individual Payment Schedule. Equ Prnera, in this Agreemat and in each (d) Lessee hereby agrees that Lessor may sell ar offer to sell this Agreement () through a certificate of participation program, whereby one or more interests are sealed in the Ag,;emaa under each Individual Payment Schedule, the Equipment or the Rental Payments under this Agreement and each Individual Payment Schedule or (1) with other similar instruments, agreements and obligations through a pool, trust, limited partnership, or other entity. Section 22. Events of Default The occurrence of any one or more of the following events constitutes an "Event of Default" under this Agreement. (a) Lessee's failure to make during the then current Fiscal Period any Lease-Purchase Payment (or any other payment) as it becomes due in accordance with the teem of any Individual Payment Schedule of this Agreement, and the failure continua for 15 days after the due date; (b) Lessee's failure to pafomt or observe any other covenant condition or agreement to be perf'onned or observed by it under this Agreement, and the failure is not cured or steps satisfactory to Lessor taken to cure the failure, within 15 days after written notice of the failure to Lessee by Lessor, or (c) The discovery by Lessor that any material statement, representation or warranty made by Lessee in this Agreement or in any writing delivered by Lessee pursuant to or in connection with this Agreement is false, misleading or amneous in any material respect Section 23. Remedies. Upon the occurrence of an Evert of Default, and as long as the Event of Default is continuing Lessor may at its option, exercise any one or more of the following remedies as to the Equipment: (a) By written notice to lessee, declare an snood equal to alt amounts then due under all Individual Payment Schedules held by Lessor and all remaining Lease - Purchase Payments due to the Lessor thereon during the then applicable Fiscal Period, whereupon that amount shall become immediately due and payable, (b) Within 15 days after written demand or notice to Lessee, ender and take immediate possession of the Equipment (c) Sell or lease the Equipment or sublease the Equipment for the account of Lessee, holding Lessee liable for all Lease - Purchase Payments and other payments due during the Ohm applicable Fiscal Period to the effective date of such selling leasing or subleasing and for the difference between the pumdhase price, rental and oho amounts paid by the purchaser, Irate or sublessee pursuant to such sale, lease or sublease and the amounts payable during such Fist Period by Lessee under all Individual Payment Schedules oft is Agreement; and (d) Exercise any other right, remedy or privilege which may be available to it under the applicable laws ofthe State or any other applicable law or proceed by appropriate court action to enforce the temp of th is Agreement or to recover damages for the breach of this Agreement or to rescind this Agreement as to any or all of the Equipment Lessee will remain liable for a0 covenants and obligations under this Agreement, and for all legal fees and other costs and expenses, including court costs awarded by a count of compstat jurisdiction, incurred by Lessor with respect to the enforcement of any of the remedies undo this Agreement, when a court of competent jurisdiction has finally adjudicated that an Event of Defatult has occurred. Section 24. Notices All reties to be given under this Agreement stall be made in writing and mailed by certified or registered mail, retum receipt requested, to the parties at the addresses set forth hem in or at such other address as the party may provide in writing from time to time. Section 2S. Itmdines. All section headings contained in this Agreement are for convenience of reference only and are not intended to define or limit the scope of any provision of this Ageernent Section 26, Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the Sate. Section 27. Delivery of Related Documents Lessee will execute or provide, as requested by Lessor, such other documents and information as are reasonably necessary with respect to the transactions cotenplated by this Agreement, including the Individual Payment Schedules which are or become a part of this Agreement Lessor and Lessee agree that this Agreement or any other appropriate documents may be filed or recorded to evidence the parties respective interests in the Equipment and this - Ageanent or the individual leases hereunder. Section 28. Special Representations and Covenants of Lessor. (a) Lessor represents that Lessor is a separate body corporate and politic, constituting an instrumentality of the State under the haws of the State, has full and complete power to enter into this Agreement anchor alter into and carry out the transactions contemplated hereby, and to cony out its obligations under this Agreement; is possessed of full power to own and hold real and personal property, and to lease the sane; and has duly authorized the execution and delivery of this Agreement; (b) neither the execution and delivery of the Lease, nor the frlfilbnent of or compliance with the terms and conditions hereof and thereof, nor the consummation of the transactions contemplated hereby and thereby, conticts with or results in a brunch of the tang conditions or provisions of any restriction or any agreement or instrument to which Lessor is now a party or which Lassa or its property is bound or constitutes a default under any of the foregoing or results in the creation or imposition of any lien, large, or encumbrance whatsoever upon any of the property or assets of Lessor, or upon the Equipment, as defined in the Lease except encumbrances permitted by the lease', and (c) upon exercise by Lessee of its option to purchase the Equipment pursuant to the L. ease, Lessor will deliver to Lessee all dowments which are or may be necessary to vest all of Dons right, title and interest in and to the Equipment in lessee, and will release all liens and encumbrances created under this Lease with respect to the Equipment Section 29. Spatial Representatbns and Covenants of Lessee (a) lessee repesets that it is a political subdivision of the State responsible for promoting to education and welfare of the inhabitants is of the Stale and that acquiring owning and- fuancing of the Equipment and the leasing of the Equipment will advance such purposes Lessee further represads that it intends, to the fullest extent possible, to support and maintain the Equipment to assure performance of its essential function; (b) the laws of the Sate authorize Lessee to acquire, operate and maintain the equipment to be leased pursuant to the Lease, to enter into the Lease and the transactions contemplated thereby, and carry out its obligations under the Lease; (c) the o0icers of Lessee executing the Lease have been duly authorized to execute and deliver the Lease under the terms and provisions of a resolution of Lessee's governing body or by other appropriate official action; (d) lessee has complied with all open meeting laws, all public bidding laws and all other laws of the State and the United States applicable to the Lease and the acquisition of the Equipment by lessee; (e) except as provided under the tans of the Lease, Lessee will not transfer, lease, assign mortgage or encumber the Equipment; (f) the Equipment constitutes public propaty to be used solely for public purposes and Lessee will use the Equipment during the tam oft the Lease only to perform essential governmental functions; (g) Lessee will execute and file with the Internal Revenue Service the information reporting statement required by Section 149(e) of the Code, (Form 8038G or 8038GC); (h) Lessee does not reasonably anticipate that less than 95% of the proceeds of the Lease will be used for "local government activities' of the Lessee; and (i) all representations warranties, covenants and statements contained in this Lease are true and correct Upon the execution of each Individual Payment Schedule, Lessee will provide Lessor a completed and executed copy of the opinion of the legal counsel to the Lessee, substantially in the fort) attached hereto as Exhibit E The opinion of legal counsel to Lessee will be dated the date that funding for the Individual Payment Schedule is provided by Lessor. In addition, Lessee shall provide the items listed as Exhibit A through G (and the applicable supplements thereto) as provided for in Individual Payment Schedule 1 and much subsequent schedule. Section 30. Escrow Agreement If applicable, immediately following the execution and delivery otitis Agreement by Lessor and Lessee, Lessor and Lessee agree to execute and deliver and to cause Lessee and Escrow Agent to execute and deliver the Escrow Agreement_ This Agreement shall take effect only upon execution and delivery of the Escrow Agreement by the parties thereto. Upon receipt of each properly completed Payment Request Font, in the form attached as Exhibit A to the Escrow Agreement, Lessor shall deposit or cause to be deposited with Escrow Agent for credit to the Acquisition Fund the scum designated therein, which shall be held, invested and disbursed in accordance with the Escrow Agreement 4 Section 31. Entire AErecment This Agreement, together with all Individual Payment Schedules and attar/marts and exhibits, and other documents or ifstntments executed by Lessee and Lessor in connection with this Agreement constitute the entire agreement between the panics with respect to the lease of the Equipment Section 32. Amendments. This Agreement may not be modified, amended, altered or changed except with the written consent of Lessee and the Lessor and except as contemplated by the addition of Individual Payment Scimbdes. Section 33. Severablity. In any provision of; or any covenant, obligation or agreement contained in this Anncirmrl is determined by a court to be invalid or unenforceable, that daenmawtion shall not affect any otter provision, covenant, obligation or agreement, each of which shall be construed and enforced as if the invalid or unenforceable portion were not contained in this Agreement The invalidity or unenforceability shall not affect any valid or enforceable application thereof, and each such provision, covenant, obligation or agreement shall be deemed to be effective, operative, made, entered into or taken in the manna and to the full extent permitted by law. Section 34. Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which shall bean original and all of which shall constitute but one and the same Agreement IN WITNESS WHEREOF, the parties have executed this Master lease- Purchase Agreement by their authorized officers on the dates of the respective acknowledgmnds as of JUNE 7, 2000. CITY OFC MEL By: / I i 7t Title INDIANA By: r M Title: ( frt�^ Lessee Lessor 5 City of Carmel, Communication Dept., Sample HELP lease quote (0 current cost of funds, for budgeting Compound Period Monthly Nominal Annual Rate Effective Annual Rate Periodic Rate Daily Rate 3.95 % 4.022 % 0.3292 % 0.01082 % Event Start Date Amount Number Period End Date 1 Loan 07/01/2003 494,619.00 1 2 Payment 07/01/2003 35,692.96 16 Semiannual AMORTIZATION SCHEDULE - Normal Amortization Loan 2003 Totals 2004 Totals 2005 Totals 2006 Totals 2007 Totals 2008 Totals 2009 Totals 2010 Totals 2011 Totals Date Payment Interest #####/#t 1 ##41:#### 35,692.96 0 35,692.96 0 2 #awl### 3 4 5 ######// 6 7 #ate### 8 l######// 9 ########/ 10 #####:/#t 11 //###### 12 ##### 13 ##/#### 14 15 ####### 16 ####### 35,692.96 9,138.70 35,692.96 8,609.92 71,385.92 17,748.62 35,692.96 8,070.61 35,692.96 7,520.56 71,385.92 15,591.17 35,692.96 6,959.56 35,692.96 6,387.38 71,385.92 13,346.94 35,692.96 5,803.81 35,692.96 5,208.62 71,385.92 11,012.43 35,692.96 4,601.58 35,692.96 3,982.45 71,385.92 8,584.03 35,692.96 3,350.99 35,692.96 2,706.96 71,385.92 6,057.95 35,692.96 2,050.10 35,692.96 1,380.16 71,385.92 3,430.26 35,692.96 696.96 35,692.96 696.96 EXHIBIT C Principal 35,692.96 35,692.96 26,554.26 27,083.04 53,637.30 27,622.35 28,172.40 55,794.75 28,733.40 29,305.58 58,038.98 29,889.15 30,484.34 60,373.49 31,091.38 31,710.51 62,801.89 32, 341.97 32,986.00 65,327.97 33,642.86 34,312.80 67,955.66 34,996.00 34,996.00 Balance 494,619.00 458,926.04 432,371.78 405,288.74 377,666.39 349,493.99 320,760.59 291,455.01 261, 565.86 231,081.52 199,990.14 168,279.63 135,937.66 102,951.66 69,308.80 34,996.00 0 Grand Totals 571,087.36 76,468.36 494,619.00 Last interest amount increased by 0.08 due to rounding.