PNC/Util/ Lease for Sewer Vaca E05
MASTER EQUIPMENT LEASE—PURCHASE AGREEMENT
Dated as of July 19, 2013
This Master Equipment Lease-Purchase Agreement (this "Master Lease') is made and entered into by and
between PNC Equipment Finance, LLC("Lessor')and the Lessee identified below("Lessee").
Lessee: City of Carmel
1. LEASE OF EQUIPMENT.
Subject to the terms and conditions of this Master Lease, Lessor agrees to sell, transfer and lease to Lessee,
and Lessee agrees to acquire, purchase and lease from Lessor, all Equipment described in each Schedule signed
from time to time by Lessee and Lessor. Each Schedule signed and delivered by Lessor and Lessee pursuant to this
Master Lease shall constitute a separate and independent lease and installment purchase of the Equipment therein
described. This Master Lease is not a commitment by Lessor or Lessee to enter into any Lease not currently in
existence, and nothing in this Master Lease shall be construed to impose any obligation upon Lessor or Lessee to
enter into any proposed Lease, it being understood that whether Lessor or Lessee enter into any proposed Lease
shall be a decision solely within their respective discretion.
2. CERTAIN DEFINITIONS.
All terms defined in the Lease are equally applicable to both the singular and plural form of such terms.
(a) "Equipment" means the property described in each Schedule, together with all attachments, additions,
accessions, parts, repairs, improvements,replacements and substitutions thereto. (b) "Lease"means each Schedule
and the terms and conditions of this Master Lease incorporated therein. (c) "Lien" means any security interest,
lien, mortgage,pledge, encumbrance,judgment, execution, attachment,warrant,writ, levy, other judicial process or
claim of any nature whatsoever by or of any person. (d) "Schedule" means each Lease Schedule signed and
delivered by Lessee and Lessor, together with all addenda, riders, attachments, certificates and exhibits thereto, as
the same may from time to time be amended, modified or supplemented and, in the ease of a Tax-Exempt Lease, in
substantially the form attached to this Master Lease as Lease Schedule A or, in the case of a Taxable Lease, under
which Lessee finances its acquisition and installment purchase of the related Equipment during the term of such
Lease on a non-federally tax-exempt basis, in substantially the form attached to this Master Lease as Lease
Schedule Bor, in the case of a Taxable Lease under which Lessee rents the use of the Equipment for the term of the
Lease subject to Lessee's right to exercise its option to purchase such Equipment for its fair market value, in
substantially the form attached to this Master Lease as Lease Schedule C. (e) "Taxable Lease"means a Lease that
is not a Tax-Exempt Lease. (1) "Tax-Exempt Lease" means a Lease for which the interest component of Rent
Payments is excludible from gross income of the owner or owners thereof for federal income tax purposes.
3. LEASE TERM.
The term of each Lease("Lease Term') commences on, and interest accrues from, the date identified in the
related Schedule as the Commencement Date and, unless earlier terminated as expressly provided in the Lease,
continues until Lessee's payment and performance in full of all of Lessee's obligations under such Lease.
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4. RENT PAYMENTS.
4.1. For each Lease, Lessee agrees to pay to Lessor the rent payments ("Rent Payments") in the amounts
and on the dates set forth in the Payment Schedule A-I attached to the Schedule (a "Payment Schedule"). A
portion of each Rent Payment under a Tax-Exempt Lease is paid as and represents the payment of interest as set
forth in the applicable Payment Schedule. Rent Payments under each Lease are payable out of the general and
other funds of Lessee that are legally available therefor("LegallyAvailable Funds") in U.S. dollars, without notice
or demand, at the office of Lessor identified below (or such other place as Lessor may designate from time to time
in writing).
4.2. EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6 HEREOF, LESSEE'S OBLIGATION TO PAY RENT
PAYMENTS UNDER EACH LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND SHALL NOT BE
SUBJECT TO ANY SETOFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON
WHATSOEVER, INCLUDING (WITHOUT LIMITATION) BY REASON OF EQUIPMENT FAILURE, DISPUTES WITH THE
VENDOR(S) OR MANUFACTURER(S) OF THE EQUIPMENT OR LESSOR, ACCIDENT OR ANY UNFORESEEN
CIRCUMSTANCES.
4.3. Lessor and Lessee understand and intend that the obligation of Lessee to pay Rent Payments
under each Lease shall constitute a current expense of Lessee and shall not in any way be construed to be a
debt of Lessee in contravention of any applicable constitutional or statutory limitations or requirements
concerning the creation of indebtedness by Lessee, nor shall anything contained in any Lease constitute a
pledge of the full faith and credit or taxing power of Lessee.
5. DELIVERY;ACCEPTANCE;FUNDING CONDITIONS.
5.1. Lessee shall, at its sole expense, arrange for the transportation, delivery and installation of all
Equipment to the location specified in the Schedule ("Location') by Equipment suppliers ("Suppliers') selected
by Lessee.
5.2. Lessee shall accept Equipment for purposes of the related Lease as soon as it has been delivered and
is operational. Lessee shall evidence its acceptance of any Equipment by signing and delivering to Lessor the
applicable Schedule. If Lessee signs and delivers a Schedule and if all Funding Conditions have been satisfied in
full, then Lessor will (a)pay or cause to be paid the costs to acquire and install the Equipment as stated in the
Schedule ("Purchase Price") to the applicable Supplier or (b) reimburse Lessee for all or any portion of the
Purchase Price to the extent previously paid by Lessee, in either case as Lessee shall direct.
5.3. Lessor shall have no obligation to pay any Purchase Price unless all reasonable conditions established
by Lessor("Funding Conditions') have been satisfied, including, without limitation, the following: (a)Lessee has
signed and delivered to Lessor the Schedule and its related Payment Schedule; (b)no Event of Default or Non-
Appropriation Event shall have occurred and be continuing under any Lease; (c)no material adverse change shall
have occurred in the financial condition of Lessee or any Supplier; (d)the Equipment is reasonably satisfactory to
Lessor and is free and clear of any Liens (except Lessor's Liens); (e)all representations of Lessee in the Lease
remain true, accurate and complete; (f)the amount Of any)that Lessor may require in advance that Lessee apply to
the payment of Equipment costs has been paid; and (g) Lessor has received all of the following documents, which
shall be reasonably satisfactory, in form and substance, to Lessor: (I)evidence of insurance coverage or self-
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insurance required by the Lease; (2)an opinion of Lessee's counsel; (3)reasonably detailed invoices for the
Equipment; (4)Uniform Commercial Code (UCC) financing statements with respect to the Equipment; (5)to the
extent applicable, certificates of title or certificates of origin (or applications therefor) noting Lessor's interest
thereon; (6)real property waivers as Lessor may deem necessary; (7)copies of resolutions by Lessee's governing
body, duly authorizing the Lease and incumbency certificates for the person(s) who will sign the Lease; (8)for a
Tax-Exempt Lease only, such documents and certificates as Lessor may request relating to federal tax-exemption of
interest payable under such Lease, including (without limitation) IRS Form 8038-G or 8038-GC and evidence of
the adoption of a reimbursement resolution or other official action in the event that Lessee is to be reimbursed for
expenditures that it has paid more than sixty days prior to the date on which the Funding Conditions are satisfied;
and(9)such other documents and information previously identified by Lessor or otherwise reasonably requested by
Lessor.
6. TERMINATION UPON NON-APPROPRIATION EVENT.
6.1. For each Lease, Lessee represents and warrants that (a) it has appropriated and budgeted Legally
Available Funds to make all Rent Payments required pursuant to such Lease for the remainder of the fiscal year in
which the Lease Tenn commences; (b) it currently intends to make Rent Payments for the full Lease Term as
scheduled on the applicable Payment Schedule so long as funds are appropriated for each succeeding fiscal year by
its governing body; and (c) during the 10 fiscal years prior to the date of the applicable Lease, its governing body
has not failed (for whatever reason) to appropriate amounts sufficient to pay its obligations that are subject to
annual appropriation. Lessee reasonably believes that moneys in an amount sufficient to make all Rent Payments
can and will lawfully be appropriated and made available therefor.
6.2. If Lessee's governing body fails to appropriate sufficient funds in any fiscal year for Rent Payments
and other amounts to be paid under a Lease in the next succeeding fiscal year, then a "Non-Appropriation Event"
shall have occurred. If a Non-Appropriation Event occurs, then: (a)Lessee shall give Lessor written notice at least
30 days prior to the end of the then current fiscal year of such Non-Appropriation Event and provide written
evidence of such failure by Lessee's governing body; (b) on the Return Date, Lessee shall return to Lessor all, but
not less than all, of the Equipment covered by the affected Lease, at Lessee's sole expense, in accordance with
Section 21 hereof; and (c)the affected Lease shall terminate on the Return Date without penalty or expense to
Lessee,provided, that Lessee shall pay all Rent Payments and other amounts payable under the affected Lease for
which funds shall have been appropriated, and provided further, that Lessee shall pay month-to-month rent at the
rate set forth in the affected Lease for each month or part thereof that Lessee fails to return the Equipment under
this Section 6.2. "Return Date"means the last day of the fiscal year for which appropriations were made for the
Rent Payments due under a Lease.
7. NO WARRANTY BY LESSOR.
LESSEE ACQUIRES AND LEASES THE EQUIPMENT UNDER EACH LEASE "AS Is." LESSEE
ACKNOWLEDGES THAT LESSOR DID NOT MANUFACTURE THE EQUIPMENT UNDER ANY LEASE. LESSOR DOES
NOT REPRESENT THE MANUFACTURER, SUPPLIER, OWNER OR DEALER, AND LESSEE SELECTED THE
EQUIPMENT BASED UPON LESSEE'S OWN JUDGMENT, LESSOR MAKES NO WARRANTIES,EXPRESS OR IMPLIED,
INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE OR
AS TO THE EQUIPMENT'S VALUE,DESIGN,CONDITION,USE,CAPACITY OR DURABILITY, LESSEE AGREES THAT
REGARDLESS OF CAUSE,LESSOR IS NOT RESPONSIBLE FOR,AND LESSEE WILL NOT MAKE ANY CLAIM AGAINST
LESSOR FOR, ANY DAMAGES, WHETHER CONSEQUENTIAL, DIRECT, SPECIAL OR INDIRECT INCURRED BY
LESSEE IN CONNECTION WITH THE EQUIPMENT UNDER ANY LEASE. NEITHER THE MANUFACTURER,SUPPLIER
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OR DEALER NOR ANY SALESPERSON,EMPLOYEE OR AGENT OF THE MANUFACTURER,SUPPLIER OR DEALER IS
LESSOR'S AGENT OR HAS ANY AUTHORITY TO SPEAK FOR LESSOR OR TO BIND LESSOR IN ANY WAY. For and
during the Lease Term under each Lease, Lessor assigns to Lessee any manufacturer's or Supplier's product
warranties, express or implied, applicable to any Equipment and Lessor authorizes Lessee to obtain the customary
services furnished in connection with such warranties at Lessee's sole expense. Lessee agrees that (a)all
Equipment will have been purchased by Lessor in accordance with Lessee's specifications from Suppliers selected
by Lessee, (b)Lessor is not a manufacturer or dealer of any Equipment and has no liability for the delivery or
installation of any Equipment, (c)Lessor assumes no obligation with respect to any manufacturer's or Supplier's
product warranties or guaranties, (d)no manufacturer or Supplier or any representative of said parties is an agent of
Lessor and (e) any warranty, representation, guaranty or agreement made by any manufacturer or Supplier or any
representative of said parties shall not be binding upon Lessor.
8. TITLE;SECURITY INTEREST.
8.1. Upon Lessee's acceptance of any Equipment under a Lease, title to such Equipment shall vest in
Lessee, subject to Lessor's security interest therein and all of Lessor's other rights under such Lease including,
without limitation, Sections 6, 20 and 21 hereof.
8.2. As collateral security for Lessee's obligations to pay all Rent Payments and all other amounts due and
payable under each Lease and to perform and observe all covenants, agreements and conditions (direct or indirect,
absolute or contingent, due or to become due or existing or hereafter arising) of Lessee under such Lease, Lessee
hereby grants to Lessor a first priority, exclusive security interest in any and all of the Equipment (now existing or
hereafter acquired) under each Lease and any and all proceeds thereof. Lessee agrees to execute and deliver to
Lessor all necessary documents to evidence and perfect such security interest, including, without limitation,
Uniform Commercial Code (UCC) financing statements and any amendments thereto and certificates of title or
certificates of origin(or applications thereof)noting Lessor's interest thereon.
9. PERSONAL PROPERTY.
All Equipment is and will remain personal property and will not be deemed to be affixed or attached to real
estate or any building thereon.
10. MAINTENANCE AND OPERATION,
Lessee shall, at its sole expense: (a)repair and maintain all Equipment in good condition and working
order, in accordance with manufacturer's instructions, and supply and install all replacement parts or other devices
when required to so maintain the Equipment or when required by applicable law or regulation, which parts or
devices shall automatically become part of the Equipment; (b)use and operate all Equipment solely for the purpose
of performing one or more governmental functions of Lessee and in a careful manner in the normal course of its
operations and only for the purposes for which it was designed in accordance with the manufacturer's warranty
requirements; and (c) comply with all laws and regulations relating to the Equipment. If any Equipment is
customarily covered by a maintenance agreement, Lessee will furnish Lessor with a maintenance agreement by a
party reasonably satisfactory to Lessor. No maintenance or other service for any Equipment will be provided by
Lessor. Lessee will not make any alterations, additions or improvements (`Improvements') to any Equipment
without Lessor's prior written consent unless the Improvements may be readily removed without damage to the
operation, value or utility of such Equipment, but any such Improvements not removed prior to the termination of
the applicable Lease shall automatically become part of the Equipment.
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11. LOCATION; INSPECTION.
Equipment will not be removed from, or if Equipment is rolling stock its permanent base will not be
changed from, the Location without Lessor's prior written consent which will not be unreasonably withheld. Upon
reasonable notice to Lessee, Lessor may enter the Location or elsewhere during normal business hours to inspect
the Equipment.
12. LIENS, SUBLEASES AND TAXES.
12.1. Lessee shall keep all Equipment free and clear of all Liens except those Liens created under each
Lease. Lessee shall not sublet or lend any Equipment or permit it to be used by anyone other than Lessee or
Lessee's employees.
12.2. Lessee shall pay when due all Taxes that may now or hereafter be imposed upon: any Equipment or
its ownership, leasing, rental, sale, purchase, possession or use; any Lease; or any Rent Payments or any other
payments due under any Lease. If Lessee fails to pay such Taxes when due, Lessor shall have the right, but not the
obligation, to pay such Taxes. If Lessor pays any such Taxes, then Lessee shall, upon demand, immediately
reimburse Lessor therefor. "Taxes" means present and future taxes, levies, duties, assessments or other
govemmental charges that are not based on the net income of Lessor, whether they are assessed to or payable by
Lessee or Lessor, including, without limitation (a)sales, use, excise, licensing, registration, titling, gross receipts,
stamp and personal property taxes and (b)interest, penalties or fines on any of the foregoing.
13. RISK OF LOSS,
13.1. Lessee bears the entire risk of loss, theft, damage or destruction of any Equipment in whole or in part
from any reason whatsoever("Casualty Loss"). No Casualty Loss to any Equipment shall relieve Lessee from the
obligation to make any Rent Payments or to perform any other obligation under any Lease. Proceeds of any
insurance recovery will be applied to Lessee's obligations under this Section 13.
13.2. If a Casualty Loss occurs to any Equipment, Lessee shall immediately notify Lessor of the same and
Lessee shall, unless otherwise directed by Lessor, immediately repair the same.
13.3. If Lessor determines that any item of Equipment has suffered a Casualty Loss beyond repair ("Lost
Equipment'), then Lessee shall either: (a) immediately replace the Lost Equipment with similar equipment in good
repair, condition and working order free and clear of any Liens (except Lessor's Liens) and deliver to Lessor a
purchase order, bill of sale or other evidence of sale to Lessee covering the replacement equipment, in which event
such replacement equipment shall automatically be Equipment under the applicable Lease, or (b)on the next
scheduled Rent Payment due date,pay Lessor(i)all amounts owed by Lessee under the applicable Lease, including
the Rent Payment due on such date, plus (ii) an amount equal to the applicable Termination Value set forth in the
Payment Schedule to the applicable Lease. If Lessee is making such payment with respect to less than all of the
Equipment under a Lease, then Lessor will provide Lessee with the pro rata amount of the Termination Value to be
paid by Lessee with respect to the Lost Equipment.
13.4. Lessee shall bear the risk of loss for, shall pay directly and shall defend against any and all claims,
liabilities,proceedings, actions, expenses (including reasonable attorney's fees), damages or losses arising under or
related to any Equipment, including, but not limited to, the possession, ownership, lease, use or operation thereof.
These obligations of Lessee shall survive any expiration or termination of any Lease. Lessee shall not bear the risk
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of loss of,nor pay for, any claims, liabilities, proceedings, actions, expenses(including attorney's fees), damages or
losses which arise directly from events occurring after any Equipment has been returned by Lessee to Lessor in
accordance with the terms of the applicable Lease or which arise directly from the gross negligence or willful
misconduct of Lessor.
14. INSURANCE.
14.1. (a)Lessee at its sole expense shall at all times keep all Equipment insured against all risks of loss or
damage from every cause whatsoever (including collision in the case of vehicles) for an amount not less than the
Termination Value of the Equipment under each Lease. Lessor shall be named as lender loss payee with respect to
all insurance covering damage to or loss of any Equipment, and the proceeds of any such insurance shall be payable
to Lessor as loss payee to be applied as provided in Section 13.3. (b)The Total Amount Financed as set forth on
the applicable Payment Schedule does not include the payment of any premium for any liability insurance coverage
for bodily injury and/or property damage caused to others and no such insurance will be purchased by Lessor.
(c)Lessee at its sole expense shall at all times carry public liability and property damage insurance in amounts
reasonably satisfactory to Lessor protecting Lessee and Lessor from liabilities for injuries to persons and damage to
property of others relating in any way to any Equipment. Lessor shall be named as additional insured with respect
to all such public liability and property damage insurance, and the proceeds of any such insurance shall be payable
first to Lessor as additional insured to the extent of its liability, and then to Lessee.
14.2. All insurers shall be reasonably satisfactory to Lessor. Lessee shall promptly deliver to Lessor
satisfactory evidence of required insurance coverage and all renewals and replacements thereof. Each insurance
policy will require that the insurer give Lessor at least 30 days prior written notice of any cancellation of such
policy and will require that Lessor's interests remain insured regardless of any act, error, misrepresentation,
omission or neglect of Lessee. The insurance maintained by Lessee shall be primary without any right of
contribution from insurance which may be maintained by Lessor.
14.3. If Lessee is self-insured under an actuarially sound self-insurance program that is acceptable to
Lessor with respect to equipment such as the Equipment under a Lease, Lessee shall maintain during the Lease
Term of such Lease such actuarially sound self-insurance program and shall provide evidence thereof in form and
substance satisfactory to Lessor.
15. PURCHASE OPTION.
Upon thirty(30) days' prior written notice by Lessee to Lessor, and so long as there is no Event of Default
then existing, Lessee shall have the option to purchase all,but not less than all, of the Equipment subject to a Lease
on any Rent Payment due date by paying to Lessor all Rent Payments then due (including accrued interest, if any)
plus the Termination Value set forth on the Payment Schedule to the applicable Lease for such date. Upon
satisfaction by Lessee of such purchase conditions, Lessor shall release its Lien on such Equipment and Lessee
shall retain its title to such Equipment"As-Is, WHERE-IS,"without representation or warranty by Lessor, express or
implied, except for a representation that such Equipment is free and clear of any Liens created by Lessor.
16. LESSEE'S REPRESENTATIONS AND WARRANTIES.
With respect to each Lease and the Equipment subject thereto, Lessee hereby represents and warrants to
Lessor that:
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(a) Lessee has full power, authority and legal right to execute and deliver the Lease and to
perform its obligations under the Lease, and all such actions have been duly authorized by appropriate
findings and actions of Lessee's governing body;
(b) the Lease has been duly authorized, executed and delivered by Lessee and constitutes a
legal, valid and binding obligation of Lessee,enforceable in accordance with its terms;
(c) the Lease is authorized under, and the authorization, execution and delivery of the Lease
complies with, all applicable federal, state and local laws and regulations (including, but not limited to, all
open meeting,public bidding and property acquisition laws)and all applicable judgments and court orders;
(d) the execution, delivery and performance by Lessee of its obligations under the Lease will
not result in a breach or violation of, nor constitute a default under, any agreement, lease or other
instrument to which Lessee is a party or by which Lessee's properties may be bound or affected;
(e) there is no pending, or to the best of Lessee's knowledge threatened, litigation of any
nature that may have a material adverse effect on Lessee's ability to perform its obligations under the
Lease; and
(I) Lessee is duly organized and legally existing as a political subdivision, municipal
corporation or similar public entity under the Constitution and laws of the State in which it is located and
will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as
such.
17. TAX COVENANTS APPLICABLE ONLY To TAX-EXEMPT LEASES;TAX INDEMNITY PAYMENTS.
Lessee hereby covenants and agrees that:
(a) The parties anticipate that Lessor can exclude the interest component of the Rent Payments under
each Tax-Exempt Lease from federal gross income. Lessee covenants and agrees with respect to each Tax-Exempt
Lease that it will (i) complete and timely file an information reporting return with the Internal Revenue Service
("IRS') in accordance with Section 149(e) of the Internal Revenue Code of 1986 (the "Code'); (ii) not permit the
Equipment to be directly or indirectly used for a private business use within the meaning of Section 141 of the
Code including, without limitation, use by private persons or entities pursuant to contractual arrangements which
do not satisfy IRS guidelines for permitted management contracts, as the same may be amended from time to time;
and (iii)comply with all provisions and regulations applicable to establishing and maintaining the excludability of
the interest component of the Rent Payments under each Tax-Exempt Lease from federal gross income pursuant to
Section 103 of the Code.
(b) If Lessor either(i)receives notice, in any form, from the IRS; or(ii)reasonably determines,based on
an opinion of independent tax counsel selected by Lessor and approved by Lessee, which approval Lessee shall not
unreasonably withhold, that Lessor may not exclude the interest component of any Rent Payment under a
Tax-Exempt Lease from federal gross income because Lessee breached a covenant contained herein, then Lessee
shall pay to Lessor, within thirty(30) days after Lessor notifies Lessee of such determination, the amount which,
with respect to Rent Payments previously paid and taking into account all penalties, fines, interest and additions to
tax (including all federal, state and local taxes imposed on the interest component of all Rent Payments under such
Tax-Exempt Lease due through the date of such event) that are imposed on Lessor as a result of the loss of the
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exclusion, will restore to Lessor the same after-tax yield on the transaction evidenced by such Tax-Exempt Lease
(assuming tax at the highest marginal corporate tax rate)that it would have realized had the exclusion not been lost.
Additionally, Lessee agrees that upon the occurrence of such an event with respect to a Tax-Exempt Lease, it shall
pay additional rent to Lessor on each succeeding Rent Payment due date in such amount as will maintain such
after-tax yield to Lessor. Lessor's determination of the amount necessary to maintain its after-tax yield as provided
in this subsection(b) shall be conclusive(absent manifest error). Notwithstanding anything in a Tax-Exempt Lease
to the contrary, any payment that Lessee is required to make pursuant to this subsection(b)shall be made only from
Legally Available Funds,
This Section 17 shall be inapplicable and of no force or effect with respect to any Taxable Lease.
18. ASSIGNMENT.
18.1. Lessee shall not sell, assign,transfer,pledge, hypothecate or grant any Lien on, nor otherwise dispose
of, any Lease or any Equipment or any interest in any Lease or Equipment.
18.2. Lessor may assign its rights,title and interest in and to any Lease or any Equipment, and/or may grant
or assign a security interest in any Lease and its Equipment, in whole or in part, to any party at any time and from
time to time without Lessee's consent. Any such assignee or lien holder(an "Assignee')shall have all of the rights
of Lessor under the applicable Lease. LESSEE AGREES NOT TO ASSERT AGAINST ANY ASSIGNEE ANY CLAIMS,
ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPMENT OR ANY OTHER SIMILAR DEFENSES WHICE LESSEE MAY
HAVE AGAINST LESSOR. Unless otherwise agreed by Lessee in writing, any such assignment transaction shall not
release Lessor from any of Lessor's obligations under the applicable Lease. An assignment or reassignment of any
of Lessor's right, title or interest in a Lease or its Equipment shall be enforceable against Lessee only after Lessee
receives a written notice of assignment that discloses the name and address of each such Assignee. Lessee shall
keep a complete and accurate record of all such assignments in the form necessary to comply with Section 149(a)of
the Code with respect to Tax-Exempt Leases and Section 163(f) of the Code with respect to Taxable Leases.
Lessee agrees to acknowledge in writing any such assignments if so requested.
18.3. Subject to the foregoing, each Lease inures to the benefit of and is binding upon the successors and
assigns of the parties hereto.
19. EVENTS OF DEFAULT.
For each Lease, "Event ofDctault"means the occurrence of any one or more of the following events as
they may relate to such Lease: (a)Lessee fails to make any Rent Payment(or any other payment)as it becomes due
in accordance with the terms of the Lease, and any such failure continues for ten(10) days after the due date
thereof; (b)Lessee fails to perform or observe any of its obligations under Section 12.1, 14 or 18.1 hereof;
(c)Lessee fails to perform or observe any other covenant, condition or agreement to be performed or observed by it
under the Lease and such failure is not cured within thirty (30) days after receipt of written notice thereof by
Lessor; (d) any statement, representation or warranty made by Lessee in the Lease or in any writing delivered by
Lessee pursuant thereto or in connection therewith proves at any time to have been false,misleading or erroneous in
any material respect as of the time when made; (e) Lessee applies for or consents to the appointment of a receiver,
trustee, conservator or liquidator of Lessee or of all or a substantial part of its assets, or a petition for relief is filed
by Lessee under any federal or state bankruptcy, insolvency, moratorium or similar law; or (f)Lessee shall be in
default under any other Lease or under any other financing agreement executed at any time with Lessor.
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20. REMEDIES.
If any Event of Default occurs, then Lessor may, at its option, exercise any one or more of the following
remedies:
(a) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all amounts then currently due
under all Leases and all remaining Rent Payments due under all Leases during the fiscal year in effect when the
default occurs together with accrued interest on such amounts at the respective rates provided in such Leases from
the date of Lessor's demand for such payment;
(b) Lessor may require Lessee to promptly return all Equipment to Lessor in the manner set forth in
Section 21 (and Lessee agrees that it shall so return the Equipment), or Lessor may, at its option, enter upon the
premises where any Equipment is located and repossess such Equipment without demand or notice, without any
court order or other process of law and without liability for any damage occasioned by such repossession;
(c) Lessor may sell, lease or otherwise dispose of any Equipment, in whole or in part, in one or more
public or private transactions, and if Lessor so disposes of any Equipment, then Lessor shall apply the entire
proceeds of such disposition as follows: first,to pay costs that Lessor has incurred in connection with exercising its
remedies; second, to payment of amounts that are payable by Lessee under clause(a) above; and then to payment of
the Termination Value set forth in the applicable Payment Schedule for the last Rent Payment due date for the fiscal
year in which the related default occurs;provided, however, that any disposition proceeds in excess of payment of
all of the foregoing amounts shall be paid promptly by Lessor to Lessee;
(d) Lessor may terminate, cancel or rescind any Lease as to any and all Equipment;
(e) Lessor may exercise any other right, remedy or privilege that may be available to Lessor under
applicable law or, by appropriate court action at law or in equity, Lessor may enforce any of Lessee's obligations
under any Lease; and/or
(1) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all out-of-pocket costs and
expenses incurred by Lessor as a result (directly or indirectly) of the Event of Default and/or of Lessor's actions
under this Section, including, without limitation, any attorney fees and expenses and any costs related to the
repossession, safekeeping, storage, repair, reconditioning or disposition of any Equipment.
None of the above remedies is exclusive, but each is cumulative and in addition to any other remedy
available to Lessor. Lessor's exercise of one or more remedies shall not preclude its exercise of any other remedy.
No delay or failure on the part of Lessor to exercise any remedy under any Lease shall operate as a waiver thereof,
nor as an acquiescence in any default, nor shall any single or partial exercise of any remedy preclude any other
exercise thereof or the exercise of any other remedy.
21. RETURN OF EQUIPMENT.
If Lessor is entitled under the provisions of any Lease, including any termination thereof pursuant to
Section 6 or 20 hereof, to obtain possession of any Equipment or if Lessee is obligated at any time to return any
Equipment, then(a)title to the Equipment shall vest in Lessor immediately upon Lessor's notice thereof to Lessee,
and (b) Lessee shall, at its sole expense and risk, immediately de-install, disassemble, pack, crate, insure and return
the Equipment to Lessor (all in accordance with applicable industry standards) at any location in the continental
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•
United States selected by Lessor. Such Equipment shall be in the same condition as when received by Lessee
(reasonable wear, tear and depreciation resulting from normal and proper use excepted), shall be in good operating
order and maintenance as required by the applicable Lease, shall be free and clear of any Liens (except Lessor's
Lien) and shall comply with all applicable laws and regulations. Until Equipment is returned as required above, all
terms of the applicable Lease shall remain in full force and effect including, without limitation, obligations to pay
Rent Payments and to insure the Equipment. Lessee agrees to execute and deliver to Lessor all documents
reasonably requested by Lessor to evidence the transfer of legal and beneficial title to such Equipment to Lessor
and to evidence the termination of Lessee's interest in such Equipment.
22. LAW GOVERNING;UCC ARTICLE 2A WAIVER.
(a) Each Lease shall be governed by the laws of the state in which Lessee is located(the "State').
(b) Lessee hereby willingly and knowingly waives any rights or remedies to which it may otherwise be
entitled under Sections 508 through 522, inclusive, of Article 2A of the Uniform Commercial Code in effect in the
State.
23. NOTICES.
All notices to be given under any Lease shall be made in writing and either personally delivered or mailed
by certified mail to the other party at its address set forth herein or at such address as the party may provide in
writing from time to time. Any such notices shall be deemed to have been received five(5) days subsequent to
mailing if sent by regular or certified mail, or on the next business day if sent by overnight courier, or on the day of
delivery if delivered personally.
24. FINANCIAL INFORMATION;INDEMNITY;POWER OF ATTORNEY.
24.1. Within ninety (90) days after their completion for each fiscal year of Lessee during any Lease Term,
Lessee will deliver to Lessor upon Lessor's request the publicly available annual financial information of Lessee.
24.2. To the extent authorized by the laws of the State, Lessee shall indemnify, hold harmless and, if
Lessor requests, defend Lessor and its shareholders, affiliates, employees, dealers and agents against all Claims
directly or indirectly arising out of or connected with (a)the manufacture, installation, use, lease, possession or
delivery of the Equipment, (b) any defects in the Equipment or any wrongful act or omission of Lessee or its
employees and agents, or (c) any claims of alleged breach by Lessee of any Lease or any related document.
"Claims" means all losses, liabilities, damages, penalties, expenses (including attorney's fees and costs), claims,
actions and suits, whether in contract, tort or otherwise. Notwithstanding anything in any Lease to the contrary,
any indemnity amount payable by Lessee as provided in this Section 24.2 shall be payable solely from Legally
Available Funds.
25. ANTI-MONEY LAUNDERING/INTERNATIONAL TRADE LAW COMPLIANCE,
Lessee represents and warrants to Lessor, as of the date of this Master Lease, the date of each advance of
proceeds pursuant to this Master Lease, the date of any renewal, extension or modification of this Master Lease or
- 11 -
any Lease, and at all times until this Master Lease and each Lease has been terminated and all amounts thereunder
have been indefeasibly paid in full, that: (a) no Covered Entity (i) is a Sanctioned Person; (ii) has any of its assets
in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person; or(iii) does business in or
with, or derives any of its operating income from investments in or transactions with, any Sanctioned Country or
Sanctioned Person in violation of any law,regulation, order or directive enforced by any Compliance Authority;(b)
the proceeds of any Lease will not be used to fund any operations in, finance any investments or activities in, or,
make any payments to, a Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or
directive enforced by any Compliance Authority; (c) the funds used to repay any Lease are not derived from any
unlawful activity; and (d) each Covered Entity is in compliance with, and no Covered Entity engages in any
dealings or transactions prohibited by, any laws of the United States, including but not limited to any Anti-
Terrorism Laws. Lessee covenants and agrees that it shall immediately notify Lessor in writing upon the
occurrence of a Reportable Compliance Event.
As used herein; "Anti-Terrorism Laws" means any laws relating to terrorism, trade sanctions programs
and embargoes, import/export licensing, money laundering, or bribery, all as amended, supplemented or
replaced from time to time; "Compliance Authority"means each and all of the(a)U.S. Treasury Department/Office
of Foreign Assets Control, (b) U.S. Treasury Department/Financial Crimes Enforcement Network, (c) U.S. State
Department/Directorate of Defense Trade Controls, (d) U.S. Commerce Department/Bureau of Industry and
Security, (e) U.S. Internal Revenue Service, (I) U.S. Justice Department, and (g) U.S. Securities and Exchange
Commission; "Covered Entity" means Lessee, its affiliates and subsidiaries, all guarantors, pledgors of collateral,
all owners of the foregoing, and all brokers or other agents of Lessee acting in any capacity in connection with this
Master Lease or any Lease; "Reportable Compliance Event"means that any Covered Entity becomes a Sanctioned
Person, or is indicted, arraigned, investigated or custodially detained, or receives an inquiry from regulatory or law
enforcement officials, in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism
Law, or self-discovers facts or circumstances implicating any aspect of its operations with the actual or possible
violation of any Anti-Terrorism Law; "Sanctioned Country" means a country subject to a sanctions program
maintained by any Compliance Authority; and "Sanctioned Person" means any individual person, group, regime,
entity or thing listed or otherwise recognized as a specially designated,prohibited, sanctioned or debarred person or
entity, or subject to any limitations or prohibitions (including but not limited to the blocking of property or
rejection of transactions), under any order or directive of any Compliance Authority or otherwise subject to, or
specially designated under, any sanctions program maintained by any Compliance Authority.
26. USA PATRIOT ACT NOTICE.
To help the government fight the funding of terrorism and money laundering activities, Federal law requires all
financial institutions to obtain, verify and record information that identifies each lessee that opens an account. What
this means: when Lessee opens an account, Lessor will ask for the business name, business address, taxpayer
identifying number and other information that will allow Lessor to identify Lessee, such as organizational documents.
For some businesses and organizations, Lessor may also need to ask for identifying information and documentation
relating to certain individuals associated with the business or organization.
- 12 -
i
ATTEST:
`6
Diana Cordra�y,, IAMC, Clerk Treas er
Date: l / 3/I-_
1
Counterpart No. of manually executed and serially numbered counterparts. To the extent that
this Lease constitutes chattel paper (as defined in the Uniform Commercial Code), no security or ownership ■
interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No.
I. i
1
1
1
i
1
i
i
A-3
27. SECTION HEADINGS.
All section headings contained herein or in any Schedule are for convenience of reference only and do not
define or limit the scope of any provision of any Lease.
28. EXECUTION IN COUNTERPARTS.
This Master Lease and each Lease may be executed in several counterparts, each of which shall be an
original, but all of which shall constitute one and the same instrument;provided, however, that only Counterpart
No. 1 of each Lease (including the terms and conditions of this Master Lease incorporated therein by reference)
shall constitute chattel paper for purposes of the applicable Uniform Commercial Code.
29. ENTIRE AGREEMENT;WRITTEN AMENDMENTS.
Each Lease and other documents or instruments executed by Lessee and Lessor in connection therewith
constitute the entire agreement between the parties with respect to the lease of the Equipment covered thereby, and
such Lease shall not be modified, amended, altered or changed except with the written consent of Lessee and
Lessor. Any provision of any Lease found to be prohibited by law shall be ineffective to the extent of such
prohibition without invalidating the remainder of the Lease.
PNC Equipment Finance, LLC, as Lessor
By:
Name:
Title:
995 Dalton Ave.
Cincinnati, OH 45203
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA, as Lessee
by and through its Board of Public and Safety
By v c
James Brainard, Presiding Officer
Date: 7//7/0
- 13 -
, l )
Mary Ann : rke, Member
Date: 7 — 1 7-- /3
Lo '. Watson, Member
Date: r1/111
ATTEST:
412 )."
Diana Cordray,�IAMC,Perk-Treasurer
y,
Date: 4' / X171)
l '
- 14 -
'''EXHIBIT_Awiti.IS
E28
LEASE SCHEDULE A(TAX-EXEMPT)
Dated as of July 19,2013
This Lease Schedule No. 173659000 (this "Schedule') relates to the Master Equipment Lease-Purchase
Agreement referenced below and, together with the terms and conditions of the Master Lease incorporated
herein by reference, constitutes a Lease. Unless otherwise defined herein, capitalized terms will have the same
meaning ascribed to them in the Master Lease. All terms and conditions of the Master Lease are incorporated
herein by reference.
Master Equipment Lease-Purchase Agreement dated July 19, 2013.
1. Equipment Description. As used in the Lease, "Equipment"means all of the property described in the
Payment Schedule attached to this Schedule and all attachments, additions, accessions, parts, repairs,
improvements, replacements and substitutions thereto.
2. Rent Payments; Lease Term. The Rent Payments to be paid by Lessee to Lessor, the Commencement
Date of this Lease and the Lease Term of this Lease are set forth on the Payment Schedule attached to this
Schedule.
3. Essential Use; Current Intent ofLessee. Lessee represents that(a) the use of the Equipment is essential to
Lessee's proper, efficient and economic functioning or to the services that Lessee provides to its citizens,
(b) the Equipment will be used by Lessee only for the purpose of performing its governmental or
proprietary functions consistent with the permissible scope of its authority and will not be used in a trade
or business of any person or entity, and (c) the useful life of the Equipment is not less than the stated full
Lease Term of this Lease. Lessee has determined that a present need exists for the Equipment which need
is not temporary or expected to diminish in the near future. Lessee currently intends for the full Lease
Term: to use the Equipment; to continue this Lease; and to make Rent Payments so long as funds are
appropriated by its governing body for the succeeding fiscal year.
4. ACCEPTANCE OF EQUIPMENT. As BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT (a)LESSEE HAS
RECEIVED AND INSPECTED ALL EQUIPMENT; (b)ALL EQUIPMENT IS IN GOOD WORKING ORDER AND
COMPLIES WITH ALL PURCHASE ORDERS, CONTRACTS AND SPECIFICATIONS; (C)LESSEE ACCEPTS ALL
EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE IS"; AND (d)LESSEE WAIVES ANY RIGHT TO
REVOKE SUCH ACCEPTANCE.
5. Re-Affirmation of the Master Lease Representations, Warranties and Covenants. Lessee hereby
represents, warrants and covenants that its representations, warranties and covenants set forth in the
Master Lease (particularly Sections 6.1 and 16 thereof) are true and correct as though made on the date of
execution of this Schedule.
EXHIBIT tars FF
6. BAA+K QUALIFIED. LESSEE CERTIFIES THAT IT HAS DESIGNATED THIS LEASE AS A QUALIFIED TAX-EXEMPT
OBLIGATION IN ACCORDANCE WITH SECTION 265(b)(3) OF THE CODE, THAT IT HAS NOT DESIGNATED
MORE THAN$10,000,000 OF ITS OBLIGATIONS AS QUALIFIED TAX-EXEMPT OBLIGATIONS IN ACCORDANCE
WITH SUCH SECTION FOR THE CURRENT CALENDAR YEAR AND THAT IT REASONABLY ANTICIPATES THAT
THE TOTAL AMOUNT OF TAX-EXEMPT OBLIGATIONS TO BE ISSUED BY LESSEE DURING THE CURRENT
CALENDAR YEAR WILL NOT EXCEED$10,000,000.
PNC Equipment Finance, LLC,as Lessor
��
By: �ow�cQ �c� U I Om,es-2^
Name: Sandra Thomas
Title: An lstant Vice Freaking(
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA, as Lessee
by and through' s Board of Public Works and Safety
By; A _ i
Ja es Brainard, Presiding Officer
Date: #7'147 - 197
)11 0-4-- ) im-40C,
Mary Ann : rke, Member
Date: 1— 17- 13
Ali
Lori S.WO:•n, Member
Date: -7- 17- 13
A-2
"FXHIBITita.432P
•6. BANK QUALIFIED. LESSEE CERTIFIES THAT IT HAS DESIGNATED THIS LEASE AS A QUALIFIED TAX-EXEMPT
OBLIGATION IN ACCORDANCE WITH SECTION 265(b)(3) OF THE CODE, THAT IT HAS NOT DESIGNATED
MORE THAN $10,000,000 OF ITS OBLIGATIONS AS QUALIFIED TAX-EXEMPT OBLIGATIONS IN ACCORDANCE
WITH SUCH SECTION FOR THE CURRENT CALENDAR YEAR AND THAT IT REASONABLY ANTICIPATES THAT
THE TOTAL AMOUNT OF TAX-EXEMPT OBLIGATIONS TO BE ISSUED BY LESSEE DURING THE CURRENT
CALENDAR YEAR WILL NOT EXCEED$10,000,000.
PNC Equipment Finance, LLC, as Lessor
By:
Name:
Title:
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA, as Lessee
by and through its Board of Public Works and Safety
By:
James Brainard, Presiding Officer
Date: '2-/Y - /3
Mary Ann :urke, Member
Date: -17— / 3
i
Lori S. 'atson, Member
Date: '1— t - I 3
A-2
`aXHIBIT
ATTEST:
Diana Cordray, I MC, Clerk-Treasar'er
Date:
Counterpart No. of manually executed and serially numbered counterparts. To the extent that
this Lease constitutes chattel paper (as defined in the Uniform Commercial Code), no security or ownership
interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No.
A-3
. ``EXHIBIT 6 Ir4 2. "
E28
PAYMENT SCHEDULE A-1
Attached to and made a part of that certain Lease Schedule No. 173659000 dated as of July 19, 2013 by
and between PNC Equipment Finance, LLC, as lessor, and City of Carmel, as lessee.
Commencement Date: July 19, 2013
1. EQUIPMENT LOCATION&DESCRIPTION:
9609 Hazel Dell Parkway, Carmel, IN 46032
2012 Vactor Plus 2100 Combined Dual Engine Sewer Cleaner with Vaccum
2. LEASE PAYMENT SCHEDULE:
(a) Total Amount Financed: $394,744.00
(b) Payment Schedule:
Rent Payment Rent Payment Rent Payment Interest Termination
Principal Portion
Number Date Amount Portion Value
1 8/19/2013 41,551.55 747.63 40,803.92 No Call
2 2/19/2014 41,551.55 3,946.43 37,605.12 No Call
3 8/19/2014 41,551.55 3,527.13 38,024.42 No Call
4 2/19/2015 41,551.55 3,103.16 38,448.39 No Call
5 8/19/2015 41,551.55 2,674.46 38,877.09 No Call
6 2/19/2016 41,551.55 2,240.98 39,310.57 166,524.72
7 8/19/2016 41,551.55 1,802.67 39,748.88 125,583.38
8 2/19/2017 41,551.55 1,359.47 40,192.08 84,185.54
9 8/19/2017 41,551.55 911.33 40,640.22 42,326.11
10 2/19/2018 41,551.55 458.24 41,093.31 0.00
* Assumes all Rent Payments and other amounts due on and prior to that date have been paid.
A-4
`EXHIBIT "
PNC Equipment Finance, LLC, as Lessor
By:
Name:
Title:
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA, as Lessee
by and ugh its Board of Public Works and Safety
By ( /[
ames Brainard, Presiding Officer
Date: —7 - I "7- 3
t
Mary Ann : rke, Member
Date: 1 — ice - 13
.1
Lori S. I .tson, Member
Date:
ATTEST:
Diana Cordray, IAMC, Clerk-T1.urer
Date: ! ' ( t - ij
- 5 -
. . . rXHIBIT C
E24
CERTIFICATE OF INCUMBENCY
I, the undersigned, do hereby certify that I am the duly elected or appointed and acting
Secretary/Clerk of City of Carmel ("Lessee'), a political subdivision duly organized and existing under
the laws of the State where Lessee is located, that I have the title stated below, 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 and are authorized on behalf of Lessee to enter into that
certain Master Equipment Lease-Purchase Agreement dated July 19, 2013 (the "Master Lease') and
separate Lease Schedules relating thereto from time to time as provided in the Master Lease(collectively,
1 the "Schedules'), each between Lessee and PNC Equipment Finance, LLC, as lessor.
Clint ORAwrgo MAI'e YL scar
Name Title Signa
St;
ail; # " C 14.14)415t 1t Memhe ,al
.Name 6 f Title Si' a -
A Las L..�.* SWAP ilitttrke , Vttnnher 0 1°,Th All n
I�ne[lu Title Signature r\J�, rL�
IN WITNESS WHEREOF,1 have duly executed this Certificate and affixed the seal of Lessee on this
fldayof UIit. ,2013.
LESSEE: of Carmel 6`
�,1/4.1 [SEALI
(Secretary/Clerk)
Print Name: 1b-'6.-c•c,_ L. c3,A res- 1
Official Title: C [ecKCCCQ3 Li-YZ V--
(other than the person signing the documents)