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Regions Bank Lease Schedule #23TRANSCRIPT OF DOCUMENTS RELATING TO SCHEDULE NO. 23 TO MASTER GOVERNMENTAL LEASE AGREEMENT DATED AS OF AUGUST 9, 2017 BETWEEN REGIONS EQUIPMENT FINANCE CORPORATION AND CITY OF CARMEL, INDIANA CLOSING INDEX Closing Date: June 21, 2019 Document No. 1. Master Governmental Lease Agreement 2. Schedule No. 23 to Master Governmental Lease Agreement and Related Exhibits 3. Escrow Agreement 4. Certificate of Acceptance; Pay Proceeds Letter 5. Non-Arbitrage and Federal Tax Matters Certificate (including 8038-G) 6. Authorizing Resolution 7. Incumbency Certificate; Authorized Representative Certificate 8. City’s Closing Certificate 9. Opinion of Counsel to the Borrower 10. UCC Financing Statement SCHEDULE NO. 23 TO MASTER GOVERNMENTAL LEASE AGREEMENT Dated August 9, 2017 by and between CITY OF CARMEL, INDIANA and REGIONS EQUIPMENT FINANCE CORPORATION June 21, 2019 This Schedule is made and delivered on the above date pursuant to the above-referenced Master Governmental Lease Agreement (the "Agreement") by the undersigned City of Carmel, Indiana (the "Borrower") and Regions Equipment Finance Corporation, as lender (the "Lender"). A. Integration of Agreement; Definition of Terms (a) This Schedule is delivered pursuant to the Agreement and is hereby integrated into and made a part of the Agreement as provided therein. (b) Capitalized terms used herein without definition shall have the respective meanings assigned in the Agreement. B. Advance for Equipment Pursuant to Section 5.01 of the Agreement, and at the written request of the Borrower, which request the Borrower hereby confirms, the Lender has advanced the amount of $691,583.00 (the "Advance") to effect the acquisition of the within described Equipment for the use and benefit of the Borrower pursuant to the Agreement. C. Description and Location of the Equipment; Insurance (1) The Equipment to be acquired with the proceeds of the Advance is described or identified on Exhibit A hereto. (2) The Equipment shall be located and used within the jurisdiction of the Borrower, on Property owned by the Borrower, as described on Exhibit B hereto. (3) The Borrower shall provide insurance with respect to the Equipment in form and substance as shall be acceptable to Lender. (1) The term of this Schedule shall commence on June 21, 2019 and end on January 15, 2024, which term shall, subject to Article 12 of the Agreement, consist of an initial term beginning on June 21, 2019 and ending on December 31, 2019 (being the last day of the Fiscal Year of the Borrower in which this Schedule is delivered) and continuing thereafter for 5 consecutive renewal terms of one year each coincident with the Fiscal Year of the Borrower, with the 5th renewal term terminating January 15, 2024. (2) As provided in Section 6.01 of the Agreement, and subject to all provisions of the Agreement, the Agreement with respect to the Equipment described in this Schedule shall be automatically and successively renewed at the end of the initial term, and at the end of each successive renewal term thereafter, for the then next succeeding renewal term until the term of this Schedule shall have expired. E. Financing Payments (1) The respective principal and interest portions of the Financing Payments are set forth on Exhibit C hereto. (2) The outstanding principal amount of the Advance made by the Lender pursuant to this Schedule shall bear interest at a per annum rate of interest (computed on an Actual/360 Basis) equal to the Applicable Rate, as determined by the Lender and adjusted from time to time as provided herein, in accordance with the Agreement. (3) Pursuant to Section 6.02 of the Agreement, and subject to Article 12 of the Agreement, the Borrower shall pay Financing Payments to the Lender in respect of the Advance made by the Lender pursuant to this Schedule on January 15 and July 15, commencing on July 15, 2019, in the applicable principal amounts set forth on the Payment Schedule attached hereto, plus interest accrued to such date of payment. (4) The Advance made by the Lender pursuant to this Schedule is subject to prepayment on any date on or after July 15, 2021, upon twenty (20) days’ written notice from the Borrower to the Lender at 100% of the principal amount of the prepayment, plus interest accrued on such principal amount to the date of such prepayment. (5) For purposes of determining the Applicable Rate, the following terms shall have the following meanings: Applicable Rate shall mean: (a) the Tax-Exempt Rate for the period beginning on the date of delivery of this Schedule and ending on the date immediately preceding the Taxability Date; and (b) the Taxable Rate for the period beginning on the Taxability Date and continuing thereafter. Tax-Exempt Rate shall mean a per annum rate of interest equal to 2.54%. Taxability Date shall mean the earliest date from which the Interest Portion of the Financing Payments with respect to the Advance under this Schedule is determined to be Taxable. Taxable Rate shall mean a per annum rate of interest that provides the Lender an after-tax yield on the then outstanding principal amount of the Advance at least equal to the after-tax yield the Lender would have received if a Determination of Taxability had not occurred. F. Conditions Precedent The conditions of the Lender precedent to the Advance are set forth on Exhibit D. G. Miscellaneous The Borrower hereby represents and warrants to the Lender that it has properly complied with all applicable procurement laws and requirements for its entry into this Schedule. The Borrower hereby agrees, to the extent the UCC is ever deemed not applicable to the pledge of the Collateral made under the Agreement and this Schedule, such pledge shall be effective pursuant to IC 5-1-14-4. IN WITNESS WHEREOF, the Borrower and the Lender have each caused this Schedule to be executed and delivered, under seal, and attested to the extent provided, by officers thereof duly authorized thereunto, on the date set forth above. CITY OF CARMEL, INDIANA By SEAL James Brainard, Mayor Attest: Christine S. Pauley, Clerk-Treasurer REGIONS EQUIPMENT FINANCE CORPORATION By Its Exhibit A to Schedule No. 23 Description or Identification of Equipment The Equipment to be acquired by the Borrower pursuant to Schedule No. 23 to the Master Governmental Lease Agreement is as follows: Certain municipal equipment*, including, but not limited to the following: City of Carmel Department Year of Mfg Equipment Serial # or VIN Vendor Amount Anticipated Delivery Funding Notes TBD 2019 TBD TBD TBD $691,583.00 TBD escrow TOTAL FUNDING FOR SCHEDULE 23 $691,583.00 * The equipment described in this Exhibit A shall be further described in the disbursements requests (the “Disbursement Requests”) submitted by the Borrower to the Lender for disbursement of proceeds from the Escrow Account created pursuant to the Escrow Agreement dated June 21, 2019, by and among the Lender, the Borrower and Regions Bank, as escrow agent, such descriptions are hereby incorporated herein and shall become a part hereof upon submission by the Borrower and approval by the Lender. Exhibit B to Schedule No. 23 Location of Equipment The Equipment described in A of Exhibit A to this Schedule No. 23 shall be located at: One Civic Square Carmel, IN 46032 or at such other location as shall be described in the Disbursement Requests. Exhibit C to Schedule No. 23 The principal and interest portions of the Financing Payments to be made pursuant to the above Schedule are set forth, and separately stated for purposes of compliance with the Code, as follows: date funding payment interest principal balance --------- ------------ ----------- ----------- ----------- ------------ 6/21/2019 691,583.00 691583.00 7/15/2019 73275.28 1171.082 72104.20 619478.80 1/15/2020 73275.28 7867.39 65407.89 554070.91 7/15/2020 73275.28 7036.709 66238.57 487832.34 1/15/2021 73275.28 6195.478 67079.80 420752.54 7/15/2021 73275.28 5343.563 67931.72 352820.82 1/15/2022 73275.28 4480.83 68794.45 284026.37 7/15/2022 73275.28 3607.139 69668.14 214358.23 1/15/2023 73275.28 2722.353 70552.93 143805.30 7/15/2023 73275.28 1826.329 71448.95 72356.35 1/15/2024 73275.28 918.9268 72356.35 0.00 ----------- ---------- ---------- ---------- 691,583.00 732752.80 41169.80 691,583.00 Exhibit D to Schedule No.23 CONDITIONS PRECEDENT The agreement of the Lender to make the Advance is subject to the satisfaction by the Borrower of each of the following conditions precedent thereto: (a) (1) No Event of Default shall have occurred and be continuing. (2) The representations and warranties made by the Borrower in the Master Governmental Lease Agreement shall be true and correct. (3) The Borrower shall have performed or observed all agreements, covenants, and conditions required by the Lender to be performed or observed by the Borrower. (b) Any proceedings taken in connection with the performance and observance of the provisions of this Master Governmental Lease Agreement shall be reasonably satisfactory to the Lender and the Lender shall have received, in form and substance satisfactory to Lender and counsel therefor: (1) Master Governmental Lease Agreement. The Master Governmental Lease Agreement, duly and validly executed and delivered by or on behalf of the Borrower, together with (A) acknowledgment copies of financing statements duly filed under the UCC of all jurisdictions necessary or, in the opinion of the Lender, desirable to perfect the security interests created by such Master Governmental Lease Agreement, and (B) evidence of the public recordation or filing of such of the Master Governmental Lease Agreement as the Lender deems it necessary or desirable to record or file publicly, in such offices as the Lender shall require. (2) Perfected Security Interest. Evidence of Lien searches, through a date satisfactory to the Lender, showing no Liens affecting the Collateral securing the Obligations other than Liens in favor of the Lender in connection herewith. (3) Consents. Evidence that the Borrower and the Obligors have obtained all requisite consents and approvals required to be obtained from any Person to permit the consummation of the Transaction. (4) Opinion of Counsel. An Opinion of Counsel in form and of content satisfactory to the Lender, to the effect that the Master Governmental Lease Agreement (including Schedule No. 23 thereto) is the valid and binding obligation of the Borrower and the Obligors, if any, and is enforceable against the Borrower and the Obligors, if any, in accordance with its terms under the laws of the State of Indiana, and (ii) in entering into the Agreement and Schedules, the Borrower has properly complied with all applicable procurement laws and requirements. (5) Organization and Approvals. A certified copy of (i) the incorporation and organization papers of the Borrower and all Obligors and (ii) all action taken by the Borrower and all Obligors under the Master Governmental Lease Agreement approving and authorizing the Master Governmental Lease Agreement, and all amendments or supplements thereto, and the consummation of the Transaction. (6) Certificate of Borrower. A certificate by the Borrower to the effect that, as of such date, and after giving effect thereto: (i) no Event of Default shall have occurred and be continuing; and (ii) the representations and warranties made by the Borrower in the Master Governmental Lease Agreement are true in all material respects on and as of such date with the same force and effect as if made on and as of such date. (7) Federal Tax Documents. Such agreements, certificates, documents, and notices (including without limitation such certificates as may be required by Treas. Reg. Section 1.148-2(b)(2)(i) and Treas. Reg. Section 1.149(e)-1) as may be required to establish or provide for the exclusion of the Interest Portion of the Financing Payments from the gross income of the Lender for purposes of federal income taxation. (8) Escrow Agreement. A fully executed copy of the Escrow Agreement dated August __, 2017 between the Lender and the Borrower, pursuant to which a portion of the Schedule No. 23 shall be deposited for further disbursement. (9) Additional Evidence. Such additional legal opinions, certificates, proceedings, instruments and other documents as the Lender or its counsel may reasonably request to evidence (a) compliance by the Borrower and all Obligors with contractual and legal requirements, (b) the truth and accuracy, as of such date, of the respective representations of the Borrower and all Obligors contained in the Master Governmental Lease Agreement, and (c) the due performance or satisfaction by the Borrower and all Obligors, at or prior to such date, of all agreements then required to be performed and all conditions then required to be satisfied pursuant to the Master Governmental Lease Agreement. ESCROW AGREEMENT This Escrow Agreement (the “Escrow Agreement”), dated June 21, 2019 and entered into among REGIONS EQUIPMENT FINANCE CORPORATION (together with its successors and assigns, “Lessor”), the CITY CARMEL, INDIANA (“Lessee”), and REGIONS BANK (together with its successors and assigns, “Escrow Agent”). Name of Escrow Fund: “City of Carmel, Indiana Escrow Fund” Amount of Deposit into the Escrow Fund: $691,583.00 TERMS AND CONDITIONS 1. This Escrow Agreement relates to and is hereby made a part of the Master Governmental Lease Agreement dated August 9, 2017, by and between the Lessor and the Lessee (the “Master Lease Agreement”), as amended by Schedule No. 23 to Master Governmental Lease Agreement dated June 21, 2019 (“Schedule No. 23” and together with the Master Lease Agreement, the “Agreement”). 2. Except as otherwise defined herein, all terms defined in the Agreement will have the same meaning for the purposes of this Escrow Agreement as in the Agreement. 3. Lessor, Lessee and Escrow Agent agree that Escrow Agent will act as sole Escrow Agent under the Agreement and this Escrow Agreement, in accordance with the terms and conditions set forth in this Escrow Agreement. Escrow Agent will not be deemed to be a party to the Agreement, and this Escrow Agreement will be deemed to constitute the entire agreement between Lessor and Lessee and Escrow Agent. 4. There is hereby established in the custody of Escrow Agent a special trust fund designated as set forth above (the “Escrow Fund”) to be held and administered by Escrow Agent in trust for the benefit of Lessor and Lessee in accordance with this Escrow Agreement. 5. Lessor will deposit in the Escrow Fund the amount specified above. Moneys held by Escrow Agent hereunder will be invested and reinvested by Escrow Agent upon written order of an Clerk- Treasurer of the Lessee, in accordance with the Non-Arbitrage and Federal Tax Matters Certificate executed by Lessee as of the date hereof, in Qualified Investments (as defined below) maturing or subject to redemption at the option of the holder thereof prior to the date on which it is expected that such funds will be needed. If the Clerk-Treasurer of the Lessee fails to timely direct the investment of any moneys held hereunder, Escrow Agent will invest and reinvest such moneys in Qualified Investments described in Section 6(vi) below. Such investments will be held by Escrow Agent in the Escrow Fund; any interest and gain earned on such investments will be deposited in the Escrow Fund, and any losses on such investments will be charged to the Escrow Fund. Escrow Agent may act as purchaser or agent in the making or disposing of any investment. 6. “Qualified Investments” means, to the extent the same are at the time legal for investment of the funds being invested: (i) direct general obligations of the United States of America; (ii) obligations the timely payment of principal of and interest on which is fully and unconditionally guaranteed by the United States of America; (iii) general obligations of the agencies and instrumentalities of the United States of America acceptable to Lessor; (iv) certificates of deposit, time deposits or demand deposits with -2- any bank or savings institution including Escrow Agent or any affiliate thereof, provided that such certificates of deposit, time deposits or demand deposits, if not insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation, are fully secured by obligations described in (i), (ii) or (iii) above; or (v) repurchase agreements with any state or national bank or trust company, including Escrow Agent or any affiliate thereof, that are secured by obligations of the type described in (i), (ii) or (iii) above, provided that such collateral is free and clear of claims of third parties and that Escrow Agent or a third party acting solely as agent for Escrow Agent has possession of such collateral and a perfected first security interest in such collateral; or (vi) money market mutual funds that are invested in securities described in (i), (ii) or (iii) and that are rated in the same rating category as obligations of the United States of America by either Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Services, a division of McGraw-Hill Financial, Inc. 7. Moneys in the Escrow Fund will be used to pay for the cost of acquisition of the Equipment listed in the Agreement. Such payment will be made from the Escrow Fund upon presentation to Escrow Agent of one or more properly executed Payment Request and Acceptance Certificates, a form of which is attached as Exhibit A, executed by Lessee and approved by Lessor, together with all invoices for the costs of the acquisition of said Equipment requested in such Payment Request and Acceptance Certificate and a written approval by Lessor of the Vendor being paid. In making any disbursement pursuant to this Section 7, Escrow Agent may conclusively rely as to the completeness and accuracy of all statements in such Payment Request and Acceptance Certificate, and Escrow Agent will not be required to make any inquiry, inspection or investigation in connection therewith. The approval of each Payment Request and Acceptance Certificate by Lessor will constitute unto Escrow Agent an irrevocable determination by Lessor that all conditions precedent to the payment of the amounts set forth therein have been completed. 8. The Escrow Fund will terminate upon the occurrence of the earlier of (a) the disbursement of all funds held under the Escrow Fund, or (b) the presentation of a proper Payment Request and Acceptance Certificate and the Final Acceptance Certificate, a form of which is attached as Exhibit B, properly executed by Lessee. Upon termination as described in clause (b) of this paragraph, any amount remaining in the Escrow Fund will be used to prepay the principal portion of Financing Payments described in the Agreement. If any such amount is used to prepay principal, the schedule of Financing Payments attached to the Schedule No. 6 as Exhibit C thereto, will be revised accordingly as specified by Lessor. 9. Upon receipt of written notice from the Lessor or Lessee that an Event of Default has occurred under the Agreement or that Lessee has determined not to complete the acquisition of the Equipment, the Escrow Agent shall liquidate all investments held in the Escrow Fund and transfer the proceeds thereof and all other moneys held in the Escrow Fund and under the Escrow Agreement to the Lessor to be applied to prepay the amounts due under the Agreement, all as determined in writing by the Lessor. 10. Escrow Agent may at any time resign by giving at least 30 days’ written notice to Lessee and Lessor, but such resignation will not take effect until the appointment of a successor Escrow Agent. The substitution of another bank or trust company to act as Escrow Agent under this Escrow Agreement may occur by written agreement of Lessor and Lessee. In addition, Escrow Agent may be removed at any time, with or without cause, by an instrument in writing executed by Lessor and Lessee. In the event of any resignation or removal of Escrow Agent, a successor Escrow Agent will be appointed by an instrument in writing executed by Lessor and Lessee. Such successor Escrow Agent will indicate its acceptance of such appointment by an instrument in writing delivered to Lessor, Lessee and the predecessor Escrow Agent. Thereupon such successor Escrow Agent will, without any further act or -3- deed, be fully vested with all the trusts, powers, rights, duties and obligations of Escrow Agent under this Escrow Agreement and the predecessor Escrow Agent will deliver all moneys and securities held by it under this Escrow Agreement to such successor Escrow Agent whereupon the duties and obligations of the predecessor Escrow Agent will cease and terminate. If a successor Escrow Agent has not been so appointed with 90 days of such resignation or removal, Escrow Agent may petition a court of competent jurisdiction to have a successor Escrow Agent appointed. 11. Any corporation or association into which Escrow Agent may be merged or converted or with or into which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any merger, conversion, sale, consolidation or transfer to which it is a party, will be and become successor Escrow Agent hereunder and will be vested with all the trusts, powers, rights, obligations, duties, remedies, immunities and privileges hereunder as was its predecessor, without the execution or filing of any instrument or any further act on the part of any of the parties hereto. 12. Escrow Agent incurs no responsibility to make any disbursements pursuant to this Escrow Agreement except from funds held in the Escrow Fund. Escrow Agent makes no representations or warranties as to the title to any Equipment listed in the Agreement or as to the performance of any obligations of Lessor or Lessee. 13. Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument, and may assume that any person purporting to give any writing, notice, advice or instructions in connection with the provisions hereof has been duly authorized to do so. Escrow Agent will not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of this Escrow Agreement other than its own execution thereof or any instrument deposited with it, nor as to the identity, authority or right of any person executing the same; and its duties hereunder will be limited to those specifically provided herein. 14. Unless Escrow Agent is guilty of gross negligence or willful misconduct with regard to its duties hereunder, Lessee, to the extent permitted by law, and Lessor jointly and severally hereby agree to indemnify Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expense, fees or charges of any character or nature, which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Escrow Agreement; and in connection therewith, to indemnify Escrow Agent against any and all expenses, including reasonable attorneys’ fees and the cost of defending any action, suit or proceeding or resisting any claim. 15. The aggregate amount of the costs, fees, and expenses of Escrow Agent in connection with the creation of the escrow described in and created by this Escrow Agreement and in carrying out any of the duties, terms or provisions of this Escrow Agreement is a one-time fee in the amount of $-0-, to be paid by Lessee concurrently with the execution and delivery of this Escrow Agreement. Notwithstanding the preceding paragraph, Escrow Agent will be entitled to reimbursement from Lessee of reasonable out-of-pocket, legal or extraordinary expenses incurred in carrying out the duties, terms or provisions of this Escrow Agreement. Claims for such reimbursement may be made to Lessee and in no event will such reimbursement be made from funds held by Escrow Agent pursuant to this Escrow Agreement. Escrow Agent agrees that it will not assert any lien whatsoever on any of the money or Qualified Investments on deposit in the Escrow Fund for the payment of fees and expenses for services rendered by Escrow Agent under this Escrow Agreement or otherwise. -4- 16. If Lessee, Lessor or Escrow Agent are in disagreement about the interpretation of the Lease or this Escrow Agreement, or about the rights and obligations, or the propriety of any action contemplated by Escrow Agent hereunder, Escrow Agent may, but will not be required to, file an appropriate civil action to resolve the disagreement. Escrow Agent will be indemnified by Lessor and Lessee, to the extent permitted by law, for all costs, including reasonable attorneys’ fees and expenses, in connection with such civil action, and will be fully protected in suspending all or part of its activities under this Escrow Agreement until a final judgment in such action is received. 17. Escrow Agent may consult with counsel of its own choice and will have full and complete authorization and protection for any action or non-action taken by Escrow Agent in accordance with the opinion of such counsel. Escrow Agent will otherwise not be liable for any mistakes of facts or errors of judgment, or for any acts or omissions of any kind unless caused by its negligence or willful misconduct. 18. This Escrow Agreement will be governed by and construed in accordance with the laws of the state in which Escrow Agent is located. 19. In the event any provision of this Escrow Agreement will be held invalid or unenforceable by any court of competent jurisdiction, such holding will not invalidate or render unenforceable any other provision hereof. 20. This Escrow Agreement may not be amended except by a written instrument executed by Lessor, Lessee and Escrow Agent. 21. This Escrow Agreement may be executed in several counterparts, each of which so executed will be an original. 22. The parties agree that the transaction described herein may be conducted and related documents may be sent, received or stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. -5- IN WITNESS WHEREOF, Lessor, Lessee and Escrow Agent have caused this Escrow Agreement to be executed by their duly authorized representatives. REGIONS EQUIPMENT FINANCE CORPORATION LESSOR By: ___________________________________ Title: ___________________________________ CITY OF CARMEL, INDIANA LESSEE By: _____________________________________ Title: Christine S. Pauley, Clerk-Treasurer REGIONS BANK ESCROW AGENT By: __________________________________ Title: Heidi Leonard, VP, Relationship Manager A–1 EXHIBIT A FORM OF PAYMENT REQUEST AND ACCEPTANCE CERTIFICATE To: Regions Bank, as Escrow Agent Heidi Leonard One Indiana Square Indianapolis, IN 46204 Re: City of Carmel, Indiana Escrow Fund established by the Escrow Agreement dated as of June 21, 2019 (the “Escrow Agreement”), among Regions Equipment Finance Corporation, as lessor (“Lessor”), City of Carmel, Indiana, as lessee (“Lessee”) and Regions Bank, as Escrow Agent (the “Escrow Agent”) Ladies and Gentlemen: Escrow Agent is hereby requested to pay from the Escrow Fund to the person or corporation designated below as Payee, the sum set forth below in payment of a portion or all of the cost of the acquisition of the equipment described below. The amount shown below is due and payable under the invoice of the Payee attached hereto with respect to the cost of the acquisition of the equipment and has not formed the basis of any prior request for payment. The equipment described below is part or all of the “Equipment” that is listed in Exhibit B to Schedule No. 23 to the Master Governmental Lease Agreement dated June 21, 2019, by and between the Lessor and the Lessee as described in the Escrow Agreement. Quantity Serial Number Item Amount Payee: Lessee hereby certifies and represents to and agrees with Lessor and Escrow Agent as follows: (1) The Equipment described above (a) has been delivered, installed and accepted on the date hereof, or (b) the amount requested is the payment currently due on said Equipment. (2) The Lessee has inspected the Equipment and hereby accepts the Equipment for all purposes under the Agreement (as defined in the Escrow Agreement). (3) Each Item of Equipment is of a size, design, capacity, specification and manufacture selected by Lessee, is in good condition, and has been satisfactorily delivered. A–2 (4) The Equipment is personal property and is not now nor will it become either real property or a fixture or inventory. (5) The use of the Equipment is essential, necessary, useful, and appropriate to the lawful purposes of Lessee. (6) There is not existing, and Lessee will not directly or indirectly create, incur, assume or suffer to exist, any Lien on or with respect to the Equipment, title thereto or any interest therein, except the respective rights of the Lessor. (7) The Lessee is satisfied that the Equipment is suitable for Lessee's purposes and responsibly selected the vendor, manufacturer or supplier of the Equipment. (8) Lessor is not a manufacturer of the Equipment nor a dealer in property of the kind of the Equipment. (9) The Lessee waives any defenses which it may have now or in the future against Lessor arising from the Equipment, its operation, delivery, condition, defects, installations, or any other matter concerning the Equipment. (10) The Lessee accepts the Equipment AS IS, WHERE IS and acknowledges Lessor's disclaimer of warranties contained in Section 5.04 of the Agreement. (11) The Lessee has no agreement regarding the Equipment with any vendor, manufacturer, broker, repair service, landlord or other party (excluding Lessor) except as listed here: NONE Lessor is not bound by any representation, warranty or agreement made by any other party. (12) The Lessee acknowledges and confirms that the Agreement is in full force and effect and is the legal, valid and binding obligation of the Lessee enforceable against the Lessee in accordance with its terms and that no default or Event of Default under the Agreement exists on the date hereof. The Lessee hereby makes and republishes all of its agreements, covenants, representations and warranties under the Agreement and acknowledges that it has no defenses or claims against Lessor under the Agreement on the date hereof. A–3 Dated: _____________________, 20___. CITY OF CARMEL, INDIANA LESSEE By: _________________________________ Title: Clerk-Treasurer APPROVED: REGIONS EQUIPMENT FINANCE CORPORATION LESSOR By: Title: B–1 EXHIBIT B FINAL ACCEPTANCE CERTIFICATE [THIS CERTIFICATE IS TO BE EXECUTED ONLY WHEN ALL EQUIPMENT HAS BEEN ACCEPTED] The undersigned hereby certifies that the equipment described above, together with the equipment described in and accepted by Payment Request and Acceptance Certificates previously filed by Lessee with Escrow Agent and Lessor pursuant to the Escrow Agreement, constitutes all of the Equipment subject to the Agreement. Dated: ____________________ CITY OF CARMEL, INDIANA LESSEE By: Title: Clerk-Treasurer CERTIFICATE OF ACCEPTANCE The (Borrower), having entered into a Master Governmental Lease Agreement (the "Agreement") dated August 9, 2017, with Regions Equipment Finance Corporation (Lender) does hereby certify on this 21st day of June, 2019, to the Lender as to the equipment and personal property set forth herein (the "Equipment") that: A. Equipment Description: City of Carmel Department Year of Mfg Equipment Serial # or VIN Vendor Amount TBD 2019 TBD TBD TBD 691,583.00 B. The Borrower has inspected the Equipment and hereby accepts the Equipment for all purposes under the Agreement. C. Each Item of Equipment is of a size, design, capacity, specification and manufacture selected by Borrower, is in good condition, and has been satisfactorily delivered. D. The Equipment is personal property and is not now nor will it become either real property or a fixture or inventory. E. The use of the Equipment is essential, necessary, useful, and appropriate to the lawful purposes of Borrower. F. There is not existing, and Borrower will not directly or indirectly create, incur, assume or suffer to exist, any Lien on or with respect to the Equipment, title thereto or any interest therein, except the respective rights of Lender and Borrower under this Master Governmental Lease Agreement and further excepting any Lien granted by Lender. G. The Borrower is satisfied that the Equipment is suitable for Borrower's purposes and responsibly selected the vendor, manufacturer or supplier of the Equipment. H. Lender is not a manufacturer of the Equipment nor a dealer in property of the kind of the Equipment. I. The Borrower waives any defenses which it may have now or in the future against Lender arising from the Equipment, its operation, delivery, condition, defects, installations, or any other matter concerning the Equipment. J. The Borrower accepts the Equipment AS IS, WHERE IS and acknowledges Lender's disclaimer of warranties contained in Section 5.04 of the Agreement. K. The Borrower has no agreement regarding the Equipment with any vendor, manufacturer, broker, repair service, landlord or other party (excluding Lender) except as listed here: Lender is not bound by any representation, warranty or agreement made by any other party. L. The Borrower acknowledges and confirms that the Agreement is in full force and effect and is the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms and that no default or Event of Default under the Agreement exists on the date hereof. The Borrower hereby makes and republishes all of its agreements, covenants, representations and warranties under the Agreement and acknowledges that it has no defenses or claims against Lender under the Agreement on the date hereof. M. The Borrower authorizes and directs Lender to pay $691,583.00 for the previously described Equipment upon receipt of an original invoice from the vendor or manufacturer. In Witness Whereof, the Borrower has caused this Certificate of Acceptance to be executed and delivered by an officer thereof duly authorized thereunto on the day the same bears date. Date June __, 2019 CITY OF CARMEL, INDIANA By Christine S. Pauley, Clerk-Treasurer PAY PROCEEDS LETTER SCHEDULE NO. 23 TO MASTER GOVERNMENTAL LEASE AGREEMENT DATED AS OF AUGUST 9, 2017 BETWEEN REGIONS EQUIPMENT FINANCE CORPORATION AND CITY OF CARMEL, INDIANA DATED: JUNE 21, 2019 REGIONS EQUIPMENT FINANCE CORPORATION 1900 Fifth Avenue North Suite 2400 Birmingham, Alabama 35203 Re: Schedule No. 23 (the “Schedule”) to Master Governmental Lease Agreement (the “Master Lease Agreement”) dated as of August 9, 2017 between Regions Equipment Finance Corporation (“REFCO”) and the City of Carmel, Indiana (the “City”) (the Master Lease Agreement together with the Schedule, the “Agreement”) 1.) The City hereby directs REFCO to disburse proceeds of the Schedule in the amount of $691,583.00 by check, funds transfer or deposit, in such amounts and with such payees as are listed below: Payee: CITY OF CARMEL, IN-REGIONS BANK ESCROW Ref. No.: ESCROW Amount: $691,583.00 [ ] Funds Transfer to Account No. 0281410743 in Payee's Name at 074014213; Notification Information: CITY OF CARMEL, IN-SCHEDULE 23 ESCROW. 2.) The City hereby directs REFCO to transfer $691,583.00 of the proceeds of the Schedule to Regions Bank for deposit into the City of Carmel Escrow Fund created pursuant to the Escrow Agreement dated June 21, 2019 among REFCO, the City and Regions Bank, as escrow agent. CITY OF CARMEL, INDIANA BY:_______________________________________ Christine S. Pauley, Clerk-Treasurer 1 NON-ARBITRAGE AND FEDERAL TAX MATTERS CERTIFICATE We, the undersigned, certify that we are the duly elected, appointed or employed officials of the City of Carmel, Indiana (“City”), holding the offices appearing under our names, are the officials under whose jurisdiction the proceeds received by the City under the terms and provisions of the Master Governmental Lease Agreement, dated August 9, 2017, between the City and Regions Equipment Finance Corporation (the “Lessor”), as amended (the “Original Lease”), including as amended by Schedule No. 23, dated June 21,2019 (the “Schedule”, together with the Original Lease, as amended, the “Lease”), will be expended, are authorized to execute this certificate on behalf of the City and are officers of the City charged by the City pursuant to Resolution No. CC 08-07-17-03 of the Common Council adopted at its meeting on August 8, 2017 with executing and delivering the Schedule of the Lease. We further certify that: 1. Code Provisions. The purpose of this certificate is to, among other matters, set forth the facts and estimates upon which the City represents that the Lease and the Financing Payments (as defined in the Lease) due thereunder do not and will not bear interest which is includable in the gross income of the recipients thereof. The City is basing its reasonable expectations that the Lease and the Financing Payments due thereunder are not private activity bonds or arbitrage bonds under (a) the applicable sections of the Internal Revenue Code of 1986, as amended and as in effect on the date hereof (“Code”) and (b) Treasury Regulations Sections 1.141-1 through -16, 1.148-1 through -11, 1.149(b)-1, 1.149(e)-1, 1.149(g)-1 and 1.150-1 through -2 to the extent applicable on the date hereof (collectively, “Regulations”). Unless otherwise indicated by the context in which they are used, the words and phrases in this certificate shall have the meaning ascribed to them in the Regulations. 2. The Financing Payments. We are cognizant of the facts and circumstances regarding the Financing Payments payable by the City under the Lease with respect to the Schedule. The principal amount of the Financing Payments due under the Lease for the Schedule, subject to annual appropriation, is in the amount of $691,583.00. The $691,583.00 of proceeds received by the City under the Lease for the Schedule are to be used for the costs of purchasing and acquiring the Equipment (as described in Exhibit A-1 to each of the Schedule). 3. Sale Proceeds. The City will receive $691,583.00 of proceeds from the Lessor under the Lease, with no accrued interest (collectively, the “Sale Proceeds”). 4. Disposition of Sale Proceeds. The Sale Proceeds will be: (i) paid directly to the vendors, or (ii) deposited to a fund (the “Escrow Fund”) and used to pay costs of acquiring the Equipment. 5. Escrow Fund. The funds held in the Escrow Fund shall be used to finance the costs of acquiring and acquiring the Equipment. The City represents none of the Sale Proceeds will be used to reimburse the City for costs of the Equipment paid by the City prior to the date hereof. The City further represents that it reasonably expects that all of the Sale Proceeds will be 2 expended on the acquisition of the Equipment within six (6) months of the date hereof. Based upon the above, the City reasonably expects that the Escrow Fund will qualify for the temporary period described in Regulations Section 1.148-2(e)(2) and moneys in such fund may be invested at an unrestricted yield. 6. No Disposition of Equipment. The City reasonably expects that the Equipment will not be sold or otherwise disposed of, in whole or in part, while Financing Payments are due under the Schedule. 7. Payment of Financing Payments. Financing Payments due each year under the Schedule will, subject to annual appropriation by the City, be paid from the City’s General Funds in an amount not exceeding the Financing Payments payable therefrom, and it is reasonably expected that the amounts held by the City to pay Financing Payments on the Schedule in any given year (the “Annual Rent Payment Funds”) will not exceed the amount of Financing Payments payable for that year. The City expects that the Annual Rent Payment Funds will not be held for more than thirteen (13) months and that such Annual Rent Payment Funds will be depleted at least once a year as to debt service due on the Financing Payments for the Schedule, except for a reasonable carryover which will not exceed the greater of one-twelfth (1/12) of annual debt service on the Financing Payments on the Schedule or the immediately preceding bond year or one year’s earnings on such amounts for the immediately preceding bond year. The Annual Rent Payment Funds are designed to achieve a proper matching of the City’s revenues and debt service on the Financing Payments due under the Schedule within each bond year. Therefore, to the extent the Annual Rent Payment Funds are held in one or more funds and accounts of the City, such amounts shall qualify as a Bona Fide Debt Service Fund within the meaning of the Regulations as to the Financing Payments due under the Schedule and the Annual Rent Payment Funds will be invested without restriction as to yield. 8. Replacement Proceeds. Replacement proceeds will not arise under Section 1.148-1 of the Regulations with respect to the Lease because: (a) No portion of the proceeds derived from the Lease, including the Schedule, will be used as a substitute for other funds which would otherwise have been used to pay the principal of, premium, if any, or interest on the Financing Payments due under the Schedule and which will be used directly or indirectly to acquire obligations producing a yield in excess of the yield on the Financing Payments due under the Schedule (as described in Section 12 of this certificate); (b) The weighted average maturity of the Financing Payments due under the Schedule of the Lease (2.34 years) is less than 120% of the reasonably expected economic life of the Equipment financed with the proceeds derived from the Schedule (at least 5 years); and (c) Other than the funds and accounts described above, there are no other funds or accounts of the City (i) which are reasonably expected to be used to pay Financing Payments due under the Schedule or which are pledged as collateral to secure repayment of Financing Payments due under the Schedule, (ii) for which there is reasonable assurance that amounts therein will be available to pay Financing Payments due under the Schedule or (iii) for which the 3 City has agreed to maintain a particular balance for the direct or indirect benefit of the recipients of Financing Payments due under the Schedule. 9. Single Issue. The City does not have any other obligations which (i) are being issued at substantially the same time as the Schedule is being entered into, (ii) are being sold pursuant to the same financing plan as the Schedule and (iii) are reasonably expected to be paid out of substantially the same source of funds as the Schedule. 10. No Abusive Transactions. In the execution and delivery of the Schedule, the City has not employed or engaged in a transaction or series of transactions that attempts to circumvent the provisions of the Code and the Regulations enabling the City to exploit the difference between tax-exempt and taxable interest rates to obtain a material financial advantage (based on arbitrage) and overburdening the market for tax-exempt obligations through actions such as, but not limited to, issuing more obligations, issuing obligations sooner, and allowing them to remain outstanding longer than would be reasonably necessary to accomplish the governmental purposes of the Lease. 11. Investment Earnings. Investment earnings on amounts in the Escrow Fund will be used as provided in paragraph 5. As to the Annual Rent Payment Funds, within one (1) year of receipt, earnings on the Annual Rent Payment Funds will be used to pay Financing Payments due under the Schedule. 12. Yield on the Lease. The yield on the Lease and the Financing Payments due under the Schedule, 2.54%, has been calculated in accordance with the Regulations (the “Yield”). In calculating the Yield, the City relied on information provided by the Lessor. 13. 8038-G. The City has caused to be prepared in connection with the Lease and the Financing Payments due under the Schedule a Form 8038-G which the City has reviewed and hereby certifies as being correct in all respects. The City will cause said 8038-G for the Schedule to be filed with the Internal Revenue Service Center, Ogden, Utah 84201 on or before June 30, 2019. 14. Hedge Bonds. No more than 50% of the Sale Proceeds will be invested in nonpurpose investments having a substantially guaranteed yield for four years or more. As shown in Section 5, the City expects that 85% of the Sale Proceeds will be spent within six (6) months of the date hereof. 15. No Federal Guaranty. The Lease and the Financing Payments due under the Schedule are not federally guaranteed as described in Section 149(b) of the Code. 16. Maintenance of Tax Exemption. This certificate is being executed and delivered by the City pursuant to the laws set forth in paragraph 1 hereof. On the basis of the foregoing, it is not expected that the proceeds derived by the City from the Lease will be used in a manner that would cause the Lease and the Financing Payments due under the Schedule to be arbitrage bonds under the Regulations. No action will be taken that would impair the exclusion from gross income of interest on the Financing Payments due under the Schedule provided by Section 4 103(a) of the Code. Specifically, and without limiting the foregoing, the proceeds derived by the City from the Schedule will not be used or invested in any manner that will cause the Lease and the Financing Payments due under the Schedule to be arbitrage bonds within the meaning of Section 148 of the Code. For so long as the Financing Payments under the Schedule are outstanding, no action will be taken or authorized that will cause the Financing Payments under the Schedule to be classified as arbitrage bonds within the meaning of Section 148 of the Code and the Regulations. Except as provided herein, no proceeds derived by the City from the Lease will be invested without restriction as to yield for a period of time or in an amount not allowable under the Code or the Regulations. 17. Tax Covenants Concerning Private Use. To preserve the exclusion from gross income of interest on the Financing Payments due under the Schedule under federal law and as an inducement to the recipients of such Financing Payments, the City represents, covenants and agrees that: (a) Aside from the City or any other governmental entity, no person or entity will (1) use more than ten percent (10%) of the proceeds derived by the City under the Lease or property financed thereby other than as a member of the general public, (2) own more than ten percent (10%) of the property financed by the proceeds derived by the City under the Lease or (3) have actual or beneficial use of more than ten percent (10%) of the property financed by the proceeds derived by the City under the Lease pursuant to a lease, management contract, incentive payment contract, an arrangement such as a take-or-pay or output contract, or any other type of arrangement that conveys other special legal entitlements and differentiates that person’s or entity’s use of such property from the use by the general public. In determining whether ten percent (10%) or more of the proceeds derived by the City under the Lease or property financed thereby is being used as described above, the City shall take into account the aggregate of all such use. The City has not entered into a management contract for the Equipment with a nongovernmental entity. In the event the City enters into a management contract for the Equipment with a nongovernmental entity, such contract shall comply with the provisions of Revenue Procedure 2017-13, as it may be amended, supplemented or superseded from time to time. (b) No more than ten percent (10%) of the payment of the Financing Payments due under the Schedule will be (under the terms of the Lease or any underlying agreement), directly or indirectly (1) secured by any interest in property used or to be used for a private business use or payments in respect of such property or (2) derived from payments (whether or not to the City) in respect of such property or borrowed money used or to be used for a private business use. (c) No more than five percent (5%) of the proceeds derived by the City under the Schedule will be (1) loaned to any entity or person other than a state or local governmental unit or (2) transferred, directly or indirectly, or deemed transferred to a nongovernmental person in any manner that would in substance constitute a loan of such proceeds. (d) The City reasonably expects that the Lease and the Financing Payments due under the Schedule will not meet either the private business use test described in paragraph (a) and (b) 5 above or the private loan test described in paragraph (c) above during the entire term of the Lease. (e) No more than five percent (5%) of the proceeds derived by the City under the Schedule will be attributable to private business use as described in (a) and private security as described in (b) attributable to unrelated or disproportionate private business use. For this purpose, the private business use test is applied by taking into account only use that is not related to any government use of proceeds of the issue (Unrelated Use) and use that is related but disproportionate to any governmental use of those proceeds (Disproportionate Use). (f) The Lease and Financing Payments due under the Schedule are not private activity bonds as defined in Section 141 of the Code. (g) The City covenants and agrees not to enter into any contracts or arrangements that would cause the Lease and the Financing Payments due under the Schedule to be treated as private activity bonds under Section 141 of the Code. The City further covenants and agrees not to take any action nor fail to take any action with respect to the Lease and the Financing Payments due under the Schedule that would result in the loss of exclusion from gross income for federal income tax purposes of interest on the Financing Payments pursuant to Section 103 of the Code. The City will not act in any other manner that would adversely affect such exclusion. 18. Rebate Requirement. The City represents that, to the extent necessary to preserve the exclusion from gross income of interest on the Financing Payments due under the Schedule for federal tax purposes, it will rebate any arbitrage profits to the United States of America in accordance with Section 148(f) of the Code and the Regulations promulgated thereunder. With respect to the Escrow Fund, the City reasonably expects the proceeds in the Escrow Fund to be fully expended within 6-months and to therefore qualify for the six month exception from rebate set forth in Section 148(f)(4)(B)(i)(I) of the Code. 19. Change in Law. It is not an event of default if the interest on the Financing Payments due under the Schedule is not excludable from gross income for federal tax purposes or otherwise pursuant to any provision of the Code which is not currently in effect and in existence on the date hereof. 20. Post-Issuance Compliance. The City has adopted post-issuance compliance procedures with respect to its compliance with federal tax laws relating to its tax-exempt obligations and will comply with such procedures in connection with the Lease Agreement, including the Schedule. 21. Procedural Matters. The City represents as follows: (a) The City has complied in all respects with the laws of the State of Indiana and has full legal right, power and authority to enter into the Lease Agreement, including the Schedules, and to carry out and consummate all other transactions contemplated by the Lease Agreement, including the Schedule. 6 (b) When executed and delivered, the Lease Agreement, including the Schedule, will be a valid and binding obligation of the City subject to insolvency laws and general principles of equity affecting creditors’ rights generally and subject to the valid exercise of the constitutional powers of the State of Indiana and the United States of America. (c) All approvals, consents and orders of, or filings with, any governmental authority, legislative body, board, agency or commission which would constitute a condition precedent to, or the absence of which would materially adversely affect, the due performance by the City of its obligations under the Lease Agreement, including the Schedule, have been duly obtained or made. (d) The City is not in material breach of or default under any applicable constitutional provision, law or administrative regulation of the State of Indiana or the United States of America or any applicable judgment or decree or any loan agreement, indenture, bond, note, ordinance, resolution, agreement or other instrument to which the City is a party or to which the City or its property is otherwise subject which would materially adversely affect its ability to make payments under the Lease Agreement, including the Schedule, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a material default or event of default under any such instrument referred to above which would materially adversely affect its ability to make payments under the Lease Agreement, including the Schedule. The execution and delivery of the Lease Agreement, including the Schedule, and compliance with the terms thereof will not conflict with or constitute a breach of or default under any such provision or instrument referred to above, nor will any such execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property of the City or under the terms of any such provision or instrument referred to above except as otherwise provided by the Lease Agreement, including the Schedule. (e) As of the date hereof, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to the best knowledge of the undersigned, threatened against the City affecting the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the execution or delivery of the Lease Agreement, including the Schedule, or in any way contesting or affecting the validity or enforceability of the Lease Agreement, including the Schedule, or contesting the powers of the City or any authority for the execution and delivery of the Lease Agreement, including the Schedule, or to the best knowledge of the undersigned, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Lease Agreement, including the Schedule. (f) The City’s obligation to pay Financing Payments, including the payments under the Schedule, shall constitute a current expense of the City, subject to annual appropriation, and shall not in any way be construed to be a debt of the City in contravention of any applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by the City, and nothing in the Lease Agreement, including the Schedule, shall be construed as constituting a pledge of the full faith and credit or taxing power of the City. 7 (g) During the ten (10) fiscal years prior to the date hereof, the City has not failed (for whatever reason) to appropriate amounts sufficient to pay its obligations that are subject to annual appropriation. (h) All proceedings had and actions taken by the City Council relating to the approval of the Lease Agreement, including the Schedule, have been duly recorded in the proper records of the Common Council now in the custody of the Clerk-Treasurer of the City and remain in full force and effect, unchanged, and all such proceedings and actions complied with all applicable laws, including Indiana Code 5-14-1.5. The Common Council has taken no action to rescind or otherwise amend its authorization to enter into the Lease Agreement, including the Schedule. 23. We have discussed this certificate and the provisions of the Code and applicable Regulations with such professionals as we have deemed necessary. Based on these discussions, we are satisfied that we understand the certifications which we have made in this certificate and that to the best of our knowledge, information and belief, all of the certifications contained herein are true, complete and accurate. 24. To the best of our knowledge, information and belief, the above expectations are reasonable and there are no other facts, estimates or circumstances that would materially change any of the foregoing certifications or conclusions. The representations contained in this certificate may be relied upon by the Lessor and others in determining whether or not the Lease and the Financing Payments due thereunder, including under the Schedule, constitute arbitrage bonds within the meaning of Section 148 of the Code and whether or not interest on the Financing Payments, including those due under the Schedule, is subject to inclusion in gross income for federal income tax purposes or is subject to income taxation by the State of Indiana under existing statutes, regulations, and decisions. [Remainder of Page Intentionally Left Blank] IN WITNESS WHEREOF, we have hereunto set our hands this ___ day of June, 2019. CITY OF CARMEL, INDIANA ____________________________________ James Brainard, Mayor ____________________________________ Christine S. Pauley, Clerk-Treasurer INCUMBENCY CERTIFICATE I, Christine S. Pauley, do hereby certify that I am the duly elected or appointed and acting Clerk-Treasurer of City of Carmel, Indiana, a municipal corporation existing under the laws of the State of Indiana (“Lessee”), that I have custody of the records of such entity, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of Lessee holding the offices set forth opposite their respective names. I further certify that (i) the signatures set opposite their respective names and titles are their true and authentic signatures and (ii) such officers have the authority on behalf of Lessee to enter into that certain Schedule No. 23 to the Master Governmental Lease Agreement dated August 9, 2017, between Lessee and Regions Equipment Finance Corporation, as evidenced by the copy of the resolution of the Lessee attached hereto. NAME TITLE SIGNATURE James Brainard Mayor ________________________ Christine S. Pauley Clerk-Treasurer ________________________ IN WITNESS WHEREOF, this certificate has been executed by the undersigned and the seal of Lessee has been affixed. Dated: June 21, 2019 Christine S. Pauley, Clerk-Treasurer [SEAL] AUTHORIZED REPRESENTATIVE CERTIFICATE MASTER GOVERNMENTAL LEASE AGREEMENT DATED AUGUST 9, 2017 BY AND BETWEEN CITY OF CARMEL, INDIANA AND REGIONS EQUIPMENT FINANCE CORPORATION (the “Master Lease”) The City of Carmel, Indiana (the “City”), and the undersigned Regions Equipment Finance Corporation (“REFCO”) have entered into the above referenced Master Lease. This letter is intended to supplement the Master Lease, and is incorporated by reference therein and made part thereof. Specifically, the City hereby designates and authorizes Linda J. Harvey, Chief Deputy Clerk-Treasurer (the “Chief Deputy Clerk-Treasurer) to act in the Clerk-Treasurer’s stead in making requests to REFCO for, giving to REFCO, and receiving from REFCO, audit confirmations, payoffs, account history, funding confirmations and other customer data in connection with the Master Lease (“Customer Inquiries”), with the understanding that REFCO may rely on and respond to such Customer Inquiries when delivered by the Chief Deputy Clerk-Treasurer without necessity of any further verification or inquiry. The City understands the risks and potential for misuse that exists in City’s making of Customer Inquiries through the Chief Deputy Clerk-Treasurer, assumes all consequences thereof and agrees to indemnify, save and hold harmless REFCO in regard thereto. At any time and from time to time, REFCO may, but shall not be requested to, establish testing procedures with Customer in regard to verifications of Customer Inquiries delivered (or received) in this manner, and Customer shall comply with all such procedures at REFCO’s request. Name and Title Telephone Number Email Address Signature Specimen Dianne Walthall Director of Financial Reporting 317-571-2428 dwalthall@carmel.in.gov _______________________________________ Dated: June 21, 2019 CITY OF CARMEL, INDIANA By: Title: James Brainard, Mayor By: ______________________________ Title: Christine S. Pauley, Clerk-Treasurer 1 CITY’S CLOSING CERTIFICATE We, James Brainard and Christine S. Pauley, the duly elected or appointed Mayor and Clerk-Treasurer, respectively, of the City of Carmel, Indiana (the “City”), do hereby certify as follows: 1.The documents listed on the closing index included in this transcript constitute full, trueand correct transcript of all documents and proceedings in connection with the execution and delivery by the City of the Master Governmental Lease Agreement (the “Master Lease Agreement”) dated August 9, 2017 between Regions Equipment Finance Corporation (“REFCO”), as lessor and the City, as lessee and Schedule No. 23 to Master Lease Agreement (“Schedule No.23”, the Master Lease Agreement together with Schedule No. 23, the “Agreement”) dated June 21, 2019 between REFCO and the City. 2.Attached hereto is a full, true and correct copy of Resolution No. CC 08-07-7-03 passedby the Common Council of the City (the “Council”) on August 7, 2017 (the “Resolution”), and the Resolution has not been modified, amended or repealed, and remains in full force and effect. The Resolution is the only official action taken by the Council that is presently in effect relating to the transaction contemplated by the Agreement. 3.All actions taken by the Council concerning the Agreement were taken at meetings opento the public which complied in all respects with Indiana Code 5-14-1.5. Notice of the meetings was given in accordance with Indiana Code 5-14-1.5. No such actions were taken by secret ballot or by reference to agenda number or item only. If an agenda was used, it was posted at the entrance to the meeting room prior to the meeting. Memoranda were kept during the meeting and made available as required by Indiana Code 5-14-1.5-4. No executive sessions were held except those permitted by Indiana Code 5-14-1.5-6.1. 4.The Master Lease Agreement, Schedule No. 23 and the Escrow Agreement dated June21, 2019 among the City, REFCO and Regions Bank, as escrow agent (the “Escrow Agreement”) have each been duly authorized, executed and delivered on behalf of the City by the Mayor, and the seal of the City has been affixed thereto and attested by the Clerk-Treasurer, and an executed counterpart or a full, true and correct copy of each is included in this transcript. 5. The City has authorized, by all necessary action, the execution, delivery, receipt and dueperformance of the Agreement, the Escrow Agreement and any and all such other agreements and documents as may be required to be executed, delivered and received by the City in order to carry out, give effect to and consummate the transactions contemplated thereby. 6.The execution and delivery of the Agreement and the Escrow Agreement did not conflictwith or constitute on the part of the City a breach of, or a default under, any existing constitutional provision, law, administrative regulation, judgment, decree or order of any court, regulatory body or other public body, loan agreement, indenture, bond, note, resolution, ordinance, order, agreement, lease or other instrument known to us, to which the City is a party or by which it or its properties or assets is otherwise subject. No notice has been received by the City nor has any litigation been filed, which would challenge the existence or legal capacity of the City. 7.To the best of our knowledge, after due inquiry, there is no action, suit, proceeding,inquiry or investigation, at law or in equity before or by any court, governmental agency, public board or body, pending or threatened against the City or in any manner questioning the corporate existence of the City; the boundaries of the City; or the rights of their respective officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the execution and delivery of the Agreement or the Escrow Agreement. 2 8.The representations and warranties of the City contained in the Agreement are true andcorrect on and as of the date hereof with the same effect as if made on the date hereof. The City has complied with all of the agreements and satisfied all of the conditions to be performed or satisfied on its part in connection with its entry into the Agreement and the Escrow Agreement, prior to the date hereof. 9. No condition or event exists that constitutes, or with the giving of notice or the passage of time or both would constitute, an Event of Default under the Agreement. 10.In accordance with Ordinance D-2322-16 and Indiana Code § 36-4-11-5, the Clerk-Treasurer of the City has duly appointed the Chief Deputy Clerk-Treasurer, Linda J. Harvey, to (i) act in her stead in connection with the execution and delivery of the Agreement and any and all documents necessary for the entry by the City into the Agreement and for the disbursement of funds thereunder, (ii) perform any and all further acts, to execute any and all further documents or certificates which are required to complete the transactions and any other matters referred to herein, and (iii) to execute any and all documents and take any and all actions necessary for the entry by the City into future Schedules under the Master Lease Agreement, including execution of documents necessary for the disbursement of funds thereunder. DATED: June 21, 2019 CITY OF CARMEL, INDIANA By: Title: James Brainard, Mayor [SEAL] ATTEST: By: ________________________________ Title: Christine S. Pauley, Clerk-Treasurer (To be written on Counsel's Letterhead) Dated: June 21, 2019 Regions Equipment Finance Corporation Birmingham, Alabama Re: Master Governmental Lease Agreement and Schedules No. 23 thereto Ladies and Gentlemen: I am the duly appointed and acting attorney for the City of Carmel, Indiana (the “Lessee” or the “City”) and have reviewed (i) the Master Governmental Lease Agreement dated August 9, 2017 (the “Master Lease Agreement”), by and between Regions Equipment Finance Corporation (“Lessor”) and the Lessee, and (ii) Schedules No. 23 to the Master Governmental Lease Agreement dated August 9, 2017 (“Schedules No. 23” the Master Lease Agreement as amended by Schedules No. 23, the “Agreement”). As to questions of fact material to my opinion, I have relied upon the proceedings and other certifications furnished to me, without undertaking to verify the same by independent investigation. On the basis of my examination described above, I am of the opinion that under existing law as of the date of this opinion: 1.The City is a duly constituted municipal corporation of the State of Indiana,validly existing under the constitution and statutes of the State of Indiana. 2.The execution, delivery and performance by City of the Agreements and the Escrow Agreements dated June 21, 2019 among the City, the Lessor and Regions Bank, as escrow agent, (the “Escrow Agreement” and together with the Agreement, the “Agreements”) have each been duly authorized by all necessary action on the part of City and no other necessary approval or consent is required in order for the Agreements to be a legal, valid and binding obligations of City enforceable in accordance with their terms. 3.The Agreements constitute legal, valid and binding obligations of Cityenforceable in accordance with their terms. 4.The City has complied with all of the legal requirements of Indiana law with respect to the authorization, execution and delivery of the Agreements. 5.All actions of the City relating to the Agreements, and all related proceedingscomply with Indiana law, including Indiana Code 5-14-1.5, and with all rules and regulations of the City. 6.None of the proceedings had or actions taken with regard to the Agreements havebeen further amended, repealed, rescinded or revoked. 7.The execution and delivery of the Agreements did not conflict with or constitute on the part of the City a breach of, or a default under, any existing constitutional provision, law, administrative regulation, judgment, decree or order of any court, regulatory body or other public body, loan agreement, indenture, bond, note, resolution, ordinance, order, agreement, lease or other instrument known to me, to which the City is a party or by which it or its properties or assets is otherwise subject. No notice has been received by the City nor has any litigation been filed, which would challenge the existence or legal capacity of the City. 8.To the best of my knowledge, after due inquiry, there is no action, suit,proceeding, inquiry or investigation, at law or in equity before or by any court, governmental agency, public board or body, pending or threatened against the City or in any manner questioning the corporate existence of the City; the boundaries of the City; or the rights of their respective officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the execution and delivery of the Agreements. 9.The City has sufficient moneys available to make all Financing Payments (as defined in the Master Lease Agreement) required to be paid under the Agreement with respect to Schedule No. 7 during the current fiscal year of the City and such moneys have been properly budgeted and appropriated for this purpose in accordance with all applicable laws. This opinion is rendered to and may be relied upon by Regions Equipment Finance Corporation and or its successors and assigns and its legal counsel. Very truly yours, ACKNOWLEDGEMENT OF RECEIPT OF UCC FINANCING STATEMENT The undersigned acknowledges receipt of a copy of the UCC Financing Statement, which is attached hereto and by reference incorporated herein, relating to the pledge of collateral set forth therein to be filed with the Indiana Secretary of State. This document is executed to be effective June 21, 2019. CITY OF CARMEL, INDIANA By: Christine S. Pauley, Clerk-Treasurer Form 8038-G (Rev. September 2011) Department of the TreasuryInternal Revenue Service Information Return for Tax-Exempt Governmental Obligations ▶ Under Internal Revenue Code section 149(e) ▶ See separate instructions. Caution: If the issue price is under $100,000, use Form 8038-GC. OMB No. 1545-0720  Part I Reporting Authority If Amended Return, check here  ▶ 1 Issuer’s name CITY OF CARMEL, INDIANA 2    Issuer’s employer identification number (EIN) 35- 6000972 3a  Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions)3b Telephone number of other person shown on 3a 4    Number and street (or P.O. box if mail is not delivered to street address) ONE CIVIC SQUARE Room/suite 5   Report number (For IRS Use Only) 3 6    City, town, or post office, state, and ZIP  code CARMEL, IN 46032 7    Date of issue 6/21/2019 8    Name of issue Equipment-Lease Purchase Agreement dated June 21, 2019 9    CUSIP number 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see instructions)         CHRISTINE S. PAULEY, CLERK-TREASURER 10b Telephone number of officer or other employee shown on 10a 317-571-2430  Part II Type of Issue (enter the issue price). See the instructions and attach schedule.  Part III Description of Obligations. Complete for the entire issue for which this form is being  filed. 21 (a) Final maturity date (b) Issue price (c) Stated redemption price at maturity (d) Weighted average maturity (e) Yield 01/15/2024 $691,583.00 $  N/A 2.34 years 2.54%  Part IV Uses of Proceeds of Bond Issue (including underwriters’ discount) 22 23 Proceeds used for accrued interest   .   .   .   .   .   .   .   .   .   .   .   . Issue price of entire issue (enter amount from line 21, column (b)) .   . .    .    .    .    .  . .    .    .    .    .  . .   . .   . . . 22 23     691,583.00 24 Proceeds used for bond issuance costs (including underwriters’ discount) ..24 25 Proceeds used for credit enhancement   .    .    .    .    .    .    .    .    .    .  ..25 26 Proceeds allocated to reasonably required reserve or replacement fund .26 27 Proceeds used to currently refund prior issues .    .    .    .    .    . .  . .27 28 Proceeds used to advance refund prior issues .    .    .    .    .    . .  . .28 29 Total (add lines 24 through 28) .   .   .   .   .   .   .   .   .   .   .   .   .   ..........29 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here)...30     691,583.00  Part V Description of Refunded Bonds. Complete this part only for refunding  bonds. 31 Enter the remaining weighted average maturity of the bonds to be currently refunded .    .    .   .▶years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded  .    .    .   .▶years 33 Enter the last date on which the refunded bonds will be called (MM/DD/YYYY)   .    .    .    .   .   .▶ 34 Enter the date(s) the refunded bonds were issued ▶ (MM/DD/YYYY) For Paperwork Reduction Act Notice, see separate instructions.Cat. No. 63773S Form 8038-G (Rev. 9-2011) 11 Education .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .11 12 Health and hospital .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .12 13 Transportation   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .13 14 Public safety .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .14 15 Environment (including sewage bonds)   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .15 16 Housing   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .16 17 Utilities .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .17 18 Other. Describe ▶18     691,583.00 19 If obligations are TANs or RANs, check only box 19a .    .    .    .    .    .    .    .    .    .    . .   .▶ If obligations are BANs, check only box 19b .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .▶ 20 If obligations are in the form of a lease or installment sale, check box   .    .    .    .    .    .   .   .▶ Print/Type preparer’s name Preparer's signature Date Check if self-employed Firm’s name ▶ Firm's address ▶ Form 8038-G (Rev. 9-2011)Page 2  Part VI Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5)  .    .    .    . 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC) (see instructions) .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   . b Enter the final maturity date of the GIC ▶ c Enter the name of the GIC provider ▶ 37 Pooled financings:  Enter the amount of the proceeds of this issue that are to be used to  make loans to other governmental units .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   .   . 35 0.00 0.00 36a 0.00 37 38a     If this issue is a loan made from the proceeds of another tax-exempt issue, check  box ▶and enter the following information: b Enter the date of the master pool obligation ▶ c  Enter the EIN of the issuer of the master pool obligation ▶ d  Enter the name of the issuer of the master pool obligation ▶ 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box .    .   .   .▶ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box   .    .    .    .    .    .    .    .    .    .    .  .   .▶ 41a    If the issuer has identified a hedge, check here ▶and enter the following information: b  Name of hedge provider ▶ c   Type of hedge ▶ d   Term of hedge ▶ 42 If the issuer has superintegrated the hedge, check box .    .    .    .    .    .    .    .    .    .    .    .    .    .    .    .    .    .    . .   .▶ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box   .    .    .    .    .    .    .   .▶ 44 If the issuer has established written procedures to monitor the requirements of section 148, check box  .    .    .     .    .▶ 45a    If some portion of the proceeds was used to reimburse expenditures, check  here ▶and enter the amount of reimbursement   .    .    .    .    .    .    .    .    . ▶ b  Enter the date the official intent was adopted ▶ Signature and Consent Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct, and complete. I further declare that I consent to the IRS’s disclosure of the issuer’s return information, as necessary to process this return, to the person that I have authorized  above. Paid Preparer Use Only Signature of issuer’s authorized representative Date Type or print name and title Firm's EIN ▶ Phone no. PTIN Form 8038-G (Rev. 9-2011)▲▲