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Home My Public Portal About058-2012 - Park - WEST END BANK - exhibits to golf lease agreemEXHIBIT A SCHEDULE OF PROPERTY Re: Equipment Lease/Purchase Agreement, dated May 15, 2012, between West End Bank, S.B., as Lessor, and City of Richmond, Indiana, as Lessee 1. Defined Terms. All terms used herein have the meanings ascribed to them in the above -referenced Equipment Lease/Purchase Agreement (the "Lease'). 2. Equipment Description. The Equipment to be funded by this exhibit is described as follows: Vendor's Name and Address Invoice Number Dollar Amount Equipment Description Professional Golfcar HL4T4812 $76,890.00 Corporation 12-2816571 P.O. Box 250 12-2816575 Bloomington, IN 47402 12-2816579 12-2816583 12-2816587 12-2816591 12-2816596 12-2816600 12-2816601 12-2816602 12-2816605 12-2816812 12-2816813 12-2816814 12-2816815 12-2816816 12-2816817 12-2816818 12-2816825 12-2816826 12-2816827 12-2816828 3. Disbursement Payment Request Lessee has requested Lessor to make available to Lessee, or to one or more Vendors, as appropriate in connection with this Schedule, certain Lease Proceeds in the amount of $76,890.00, which disbursement shall occur on or about June 15, 2012. Specifically, Lease Proceeds shall be disbursed by Lessor from time to time during the Acquisition Period, pursuant to the following procedures: (a) Lessee has ordered the Equipment described in this Schedule from one or more Vendors. Pursuant to the Vendor's invoice(s) submitted with each Disbursement Payment Request, Lessee will request Lessor to pay certain interim amounts to Vendor or to reimburse Lessee for amounts it has paid to such Vendor. The invoices, cancelled checks and other documentation submitted from Vendor will contain the description, location and cost of the invoiced Equipment. (b) Upon receipt and approval of each Disbursement Payment Request, Lessor will pay the Vendor(s) or reimburse the Lessee within five (5) business days, subject to Lessee's compliance with the other provisions of this Schedule; provided that (i) Lessor will not be obligated to make any disbursements unless Lessee's representations and warranties set forth within the Lease are true and correct as of the date of each Disbursement Payment and (ii) Lessee may submit no more than one Disbursement Payment Request during any calendar month. (c) It is expected that by the 81h day of June , 2012, Lessee will have taken possession of all items of Equipment shown above and that an Acceptance Certificate, or Acceptance Certificates, will be signed by Lessee and delivered to Lessor on or before sixty (60) days from the date of this Schedule. 4. Acquisition Period and Utilization Period Expiration Date. The Acquisition Period applicable to this Schedule shall end, and the Utilization Period Expiration Date shall occur, at the conclusion of sixty (60) days following the date hereof 5. The Lease. The terms and provisions of the Master Equipment Lease are hereby incorporated into this Schedule by reference and made a part hereof 6. Contract Rate. The Contract Rate for this Schedule is 2.490%. 7. Purchase Option Commencement Date. For purposes of Section 10.01 of the Lease, the Purchase Option Commencement Date is June 15, 2013. 8. Pre -Payment Premium. On any payment date commencing with the Purchase Option Commencement date and with 30 days prior notice, the Lessee shall have the option to prepay its obligations under the Lease/Purchase upon payment of the then -applicable Purchase Price, which is calculated as 101% of the outstanding principal balance. Dated: LESSOR: West End Bank, S.B. 34 South 7Ih Street Richmond, IN 47374 Attention: Timothy R. Frame, Senior VP Fax No.: (765) 935-7281 By:S/S Timothy R. Frame Name: Timothy R. Frame Title: Senior Vice President (Seal) Attest: LESSEE: City of Richmond Parks Department 50 North 5Ih Street Richmond, IN 47374 Attention: Gary Turner, President Fax No.: (765) 983-7212 By:S/S Gary Turner Name: Gary Turner Title: President, Park Board Attention: City Controller, Financing Office By:_S/S Tammy Glenn Name: Tammy Glenn Title: Citv Controller EXHIBIT C INCUMBENCY AND AUTHORIZATION CERTIFICATE The undersigned, as the duly elected and acting Mayor of the City of Richmond, Indiana ("Lessee') certifies as follows: A. The following listed persons are duly elected and acting officials of Lessee (the "Officials-) in the capacity set forth opposite their respective names below and that the signatures below are true and correct as of the date hereof, B. The Officials are duly authorized, on behalf of Lessee, to negotiate, execute and deliver the Equipment Lease/Purchase Agreement dated as of May 15, 2012 and the Exhibits and/or Schedule(s) thereunder and all future Schedule(s) (the "Agreements-) by and between Lessee and West End Bank, S.B., and these Agreements are binding and authorized Agreements of Lessee, enforceable in all respects in accordance with their terms. Name of Official Turner Tammy Glenn Bill Thistlethwaite Dated: Title President, Park Board Finance Controller Superintendent, Parks By S/S Sally Hutton Name: Sallv Hutton Title: Mayor Signature S/S Gary Turner S/S Tammy Glenn S/S Bill Thistlewaite (The signer of this Certificate cannot be listed above as authorized to execute the Agreements.) SARAH L. HUTTON CITY OF RICHMOND DEPARTMENT OF LAW 50 NORTH FIFTH STREET RICHMOND, INDIANA 47374 PHONE (765) 983-7220 FAX (765) 962-7365 EXHIBIT D OPINION OF COUNSEL TO LESSEE West End Bank, S.B. 34 South 71'' Street Richmond, IN 47374 Mayor WALTER S. CHIDESTER City Attorney KIMBERLYA. VESSELS Assistant City Attorney Re: Equipment Lease/Purchase Agreement, dated as of May 15, 2012, between West End Bank, S.B. as Lessor, and City of Richmond, Indiana as Lessee Ladies and Gentlemen: As legal counsel to City of Richmond, Indiana ("Lessee'), I have examined the following: (a) an executed counterpart of a certain Equipment Lease/Purchase Agreement, dated as of May 15, 2012, and Exhibits thereto by and between West End Bank, S.B. ("Lessor') and Lessee (the "Agreement') specifically including an executed Exhibit A (the "Schedule'), which, among other things, provides for the lease of certain property listed in the Schedule (the "Equipment'), (b) an executed counterpart of the ordinances or resolutions of Lessee which, among other things, authorize Lessee to execute the Agreement and the Schedule and (c) such other opinions, documents and matters of law as I have deemed necessary in connection with the following opinions. The Equipment Lease/Purchase Agreement, and all Exhibits and/or Schedules associated with such Lease, are hereinafter referred to collectively as the "Transaction Documents." Based on the foregoing, I am of the following opinions: 1. Lessee is a public body duly organized and existing under the laws of the State of Indiana, and is a political subdivision of a state within the meaning of Section 103(c) of the Internal Revenue Code of 1986, as amended (the "Code"). 2. Lessee has the requisite power and authority to lease and acquire the Equipment referenced within the Transaction Documents, and to execute and deliver the Transaction Documents and to perform its obligations thereunder. 3. All of the Transaction Documents have been duly authorized, approved, executed and delivered by and on behalf of Lessee, and such Transaction Documents have created valid and binding obligations of Lessee enforceable in accordance with their respective terms. 4. The authorization, approval, execution and delivery of the Transaction Documents and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, public bidding laws and all other applicable state or federal laws; and 5. There is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Transaction Documents or the security interest of Lessor or its assigns, as the case may be, in the Equipment or other collateral thereunder. All capitalized terms herein shall have the same meanings as in the Transaction Documents unless otherwise provided herein. Lessor and its successors and assigns, and any counsel rendering an opinion on the tax-exempt status of the interest components of the Rental Payments, are entitled to rely on this opinion. Printed Name: Kimberlv A. Vessels Title: Assistant City Attorney Address: 50 North 5th Street. Richmond Telephone No.: 765-983-7220 Signature: S/S Kimberly Vessels Dated: June 8. 2012 EXHIBIT E West End Bank, S.B. 34 South 71h Street Richmond, IN 47374 Re: Equipment Lease/Purchase Agreement, dated as of May 15, 2012, between West End Bank, S.B. as Lessor, and City of Richmond, Indiana as Lessee Ladies and Gentlemen: In accordance with the Equipment Lease/Purchase Agreement (the "Agreement"), the undersigned Lessee hereby certifies and represents to, and agrees with Lessor as follows: 1. The Equipment (as such term is defined in the Agreement) listed in the above - referenced Schedule of Property (the "Schedule"), and specifically on the attached Equipment List, has been delivered, installed and accepted on the date hereof. 2. Lessee has conducted such inspection and/or testing of the Equipment listed in the Schedule as it deems necessary and appropriate and hereby acknowledges that it unconditionally accepts the Equipment for purposes of the Lease and for all other purposes. 3. Lessee is currently maintaining the insurance coverage required by Section 7.02 of the Agreement. 4. No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as defined in the Agreement) exists at the date hereof. Date: June 7, 2012 LESSEE: CITY OF RICHMOND, INDIANA LM S/S Bill Thistlehwaite Name: Bill Thistlethwaite Title: Superintendent (Seal)