Loading...
HomeMy Public PortalAbout010-2021 - Allowing the Mayor and the Controller to sign finance Contract for Fire Truck tr CITY OF RICHMOND,INDIANA BOARD OF PUBLIC WORKS AND SAFETY RESOLUTION.NO. 10-2021 A RESOLUTION DESIGNATING A SIGNATORY ON A CERTAIN FINANCE CONTRACT WHEREAS, The City of Richmond Board of Public Works and Safety ("Board") is the executive board with the jurisdiction to review and approve certain contracts on behalf of the administration of the City of Richmond,Indiana; and WHEREAS, The Richmond Fire Department, with the assistance and direction of the Richmond Finance Department, has obtained.a professional services finance interest rate through U.S. Bancorp in order to allow the financing of a fire truck, and the non-final finance documents, collectively assigned as Contract No. 125-2021, are attached hereto as Exhibit A;and WHEREAS, In light of the City's process of review and negotiation of the fmance documents, the Mayor and the Board now wish to delegate the final signing of the fmance documents to the Mayor and to Emily Palmer as Controller, once the documents are finalized for closing. NOW, THEREFORE, BE IT RESOLVED by the Board of Public Works and Safety of the City of Richmond, Indiana,that Emily Palmer,as Controller, shall be authorized on behalf of the Board of Public Works and Safety to sign Contract No. 125-2021 and any other finance documents as necessary once the same is fmalized for closing. 1 Passed and adopted this �/ - day of odith , 2021, by the Board of Public Works and Safety of the City of Richmond,Indiana. CITY OF RICHMOND,INDIANA BOARD OF PUBLIC WORKS AND SAFETY aa hrioa'aek.-1 Vicki Robinson,President Emily Palmer,Member Matt Evans,Mem er Approved: � •' . Sno 't ayor r l • Master Tax-Exempt Lease/Purchase Agreement Between: U.S. Bancorp Government Leasing and Finance, Inc. (the "Lessor") 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 And: City of Richmond (the "Lessee") 50 North 5th Street Richmond, IN 47374 Attention: Emily Palmer Telephone: 765-983-7218 Dated: September 30, 2021 ARTICLE 1 DEFINITIONS The following terms will have the meanings indicated below unless the context clearly requires otherwise: "Agreement"means this Master Tax-Exempt Lease/Purchase Agreement,including all exhibits and schedules attached hereto, "Code"is defined in Section 3.01(f). "Commencement Date"is the date when the term of a Property Schedule and Lessee's obligation to pay rent thereunder commences,which date shall be set forth In such '! Property Schedule. "Event of Default"is defined in Section 13.01. "Lease Payments"means the Lease Payments payable by Lessee under Article VI of this Agreement and each Property Schedule,as set forth in each Property Schedule. 'Lease Payment Dates"means the Lease Payment dates for the Lease Payments as set forth in each Property Schedule. "Lease Term"means,with respect to a Property Schedule,the Original Term and all Renewal Terms. The Lease Term for each Property Schedule executed hereunder shall • be set forth in such Property Schedule,as provided in Section 4.02. "Lessee"means the entity identified as such In the first paragraph hereof,and its permitted successors and assigns. "Lessor"means the entity identified as such in the first paragraph hereof,and its successors and assigns. "Nonappropriation Event"is defined in Section 6.06. "Original Term" means,with respect to a Property Schedule, the period from the Commencement Date until the end of the budget year of Lessee in effect at the Commencement Date. ! "Property"means,collectively,the property lease/purchased pursuant to this Agreement, and with respect to each Property Schedule,the property described in such Property Schedule,and all replacements,repairs,restorations,modifications and improvements thereof or thereto made pursuant to Section 8.01 or Article IX. "Property Schedule"means a Property Schedule in the form attached hereto for Property Schedule 1. Subsequent Property Schedules pursuant to this Agreement shall be numbered consecutively,beginning with Property Schedule 2. "Purchase Price"means the amount that Lessee may,in its discretion,pay to Lessor to purchase the Property under a Property Schedule,as provided In Section 11.01 and as set forth in the Property Schedule. "Renewal Terms"means the renewal terms of a Property Schedule,each having a duration of one year and a term coextensive with Lessee's budget year. "State"means the state where Lessee is located. "Vendor"means the manufacturer or contractor of the Property as well as the agents or dealers of the manufacturer or contractor from whom Lessor or Lessee purchased or is purchasing all or any portion of the Property. ARTICLE!! 2.01 Property Schedules Separate Financings. Each Property Schedule executed and delivered Under this Agreement shall be a separate financing,distinct from other Property Schedules. Without limiting the foregoing,upon the occurrence of an Event of Default or a Nonappropriation Event with respect to a Property Schedule,,Lessor shall have the rights and remedies specified herein with respect to the Property financed and the Lease Payments payable under such Property Schedule,and except as expressly provided in Section 12.02 below,Lessor shall have no rights or remedies with respect to Property financed or Lease Payments payable under any other Property Schedules unless an Event of Default or Nonappropriation Event has also occurred under such other Property Schedules. ARTICLE Ill 3.01 Covenants of Lessee.As of the Commencement Date for each Property Schedule executed and delivered hereunder,Lessee shall be deemed to represent, covenant and warrant for the benefit of Lessor as follows: (a) Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter Into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of its obligations thereunder. (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. To the extent Lessee should merge with another entity under the laws of the State,Lessee agrees that as a condition to such merger it will require that the remaining or resulting entity shall be assigned Lessee's rights and shall assume Lessee's obligations hereunder. (c) Lessee has been duly authorized to execute and deliver this Agreement and the Property Schedule by proper action by Its governing body,or by other appropriate official approval,and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Property Schedule,and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the EXHIBIT PAGE OFG Contract No. 125-2021 :T '►. Property Schedule and the acquisition by Lessee of the Property thereunder. On or before the Commencement Date for the Property Schedule,Lessee shall cause to be delivered an opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 2. (d) Duringthe Lease Term for the Property Schedule,the Property thereunder willperform and will be used byLessee onlyfor the purpose of performing P riY P riY P P P 9 essential governmental uses and public functions within the permissible scope of Lessee's authority. (e) Lessee will provide Lessor with current financial statements,budgets and proof of appropriation for the ensuing budget year and other financial information relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information as may be requested by Lessor. (f) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986,as amended(the°Code"),including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder,from time to time proposed or In effect,in order to maintain the excludability from gross income • for federal income tax purposes of the interest component of Lease Payments under the Property Schedule and will not use or permit the use of the Property in such a manner as to cause a Property Schedule to be a"private activity bond"under Section 141(a)of the Code. Lessee covenants and agrees that it will use the proceeds of the Property.Schedule as soon as practicable and with all reasonable dispatch for the purpose for which.the Property Schedule has been entered into,and that no part of the proceeds of the Property Schedule shall be invested in any securities,obligations or other investments except for the temporary period pending such use nor used,at any time,directly or indirectly,in a manner which,if such use had been reasonably anticipated on the date of issuance of the Agreement,would have caused any portion of the Property Schedule to be or become"arbitrage bonds"within the meaning of Section 103(b)(2)or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Property Schedule. (g) The execution,delivery and performance of this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee does not conflict with or result in a violation or breach or constitute a default under,any resolution,bond,agreement,indenture,mortgage,note,lease or other instrument to which Lessee is a party or by which it is bound by any law or any rule,regulation,order or decree of any court,governmental agency or body having jurisdiction over Lessee or any of its activities or properties resulting in the creation or imposition of any lien,charge or other security interest or encumbrance of any nature whatsoever upon any property or assets of Lessee or to which it is subject (h) Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty(30) days prior notice to Lessor. ARTICLE IV 4.01 Lease of Property. On the Commencement Date of each Property Schedule executed hereunder,Lessor will be deemed to demise,lease and let to Lessee,and Lessee will be deemed to rent,lease and hire from Lessor, the Property described in such Property Schedule, in accordance with this Agreement and such Property Schedule,for the Lease Term set forth in such Property Schedule. 4.02 Lease Term. The term of each.Property Schedule shall commence on the Commencement Date set forth therein and shall terminate upon payment of the final Lease Payment set forth in such Property Schedule and the exercise of the Purchase Option described in Section 11.01,unless terminated sooner pursuant to this Agreement or the Property Schedule. 4,03 Delivery,Installation and Acceptance of Property. Lessee shall order the Property,shall cause the Property to be delivered and installed at the locations specified in the applicable Property Schedule and shall pay all taxes,delivery costs and installation costs,if any,in connection therewith. To the extent funds are deposited under en escrow agreement or trust agreement for the acquisition of the Property,such funds shall be disbursed as provided therein. When the Property described in such Property Schedule Is delivered, installed and accepted as to Lessee's specifications, Lessee shall immediately accept the Property and evidence said acceptance by executing and delivering to Lessor the Acceptance Certificate substantially in the form attached to the Property Schedule. • ARTICLE V 6.01 Enjoyment of Property. Lessee shall during the Lease Term peaceably and quietly have,hold and enjoy the Property, rty,without suit,trouble or hindrance from Lessor,except as expressly set forth in this Agreement Lessor shall not interfere with such quiet use and enjoyment during the Lease Term so long a_s Lessee is not in default under the subject Property Schedule. 5.02 Location;Inspection. The Property will be initially located or based at the location specified in the applicable Property Schedule. Lessor shall have the right at all reasonable times during business hours to enter Into and upon the property of Lessee for the purpose of inspecting the Property. ARTICLE VI 6.01 Lease Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Lease Payments hereunder 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, statutory or charter limitation or requirement concerning the creation of indebtedness:by Lessee,nor shall anything contained herein constitute a pledge of the faith and credit or taxing power of Lessee. Upon the appropriation of Lease Payments for a fiscal year,the Lease Payments for said fiscal year,and only the Lease Payments for said current fiscal year,shall be a binding obligation of Lessee;provided that such obligation shall not include a pledge of the taxing power of Lessee. 6.02 Payment of Lease Payments. Lessee shall promptly pay Lease Payments under each Property Schedule, exclusively from legally available funds,in lawful money of the United States of America,to Lessor in such amounts and on such dates as described in the applicable Property Schedule,at Lessor's address set forth on the first page of this Agreement,unless Lessor instructs Lessee otherwise. Lessee shall pay Lessor a charge on any delinquent Lease Payments under a Property Schedule in en amount sufficient to cover all additional costs and expenses incurred by Lessor from such delinquent Lease.Payment In addition;Lessee shall pay a late charge of five cents per dollar or the highest amount permitted by applicable law,whichever is lower,on all delinquent Lease Payments and interest on said delinquent amounts from the date such amounts were due until paid at the rate of 12%per annum or the maximum amount permitted by law,whichever is less. • 6.03 Interest Component. A portion of each Lease Payment due under each Property Schedule is paid as,and represents payment of,interest,and each Property Schedule hereunder shall set forth the interest component(ar method of computation thereof)of each Lease Payment thereunder during the Lease Term. 6.04 Lease Payments to be Unconditional. SUBJECT TO SECTION 6.06,THE OBLIGATIONS OF LESSEE TO PAY THE LEASE PAYMENTS DUE UNDER THE PROPERTY SCHEDULES AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS CONTAINED HEREIN SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET-OFF OR DEFENSE, FOR ANY REASON, INCLUDING WITHOUT LIMITATION,ANY DEFECTS, MALFUNCTIONS, BREAKDOWNS OR INFIRMITIES IN THE PROPERTY OR ANY ACCIDENT, CONDEMNATION OR UNFORESEEN CIRCUMSTANCES. THIS PROVISION SHALL NOT LIMIT LESSEE'S RIGHTS OR ACTIONS AGAINST ANY VENDOR AS PROVIDED IN SECTION 10.02. 6.05 Continuation of Lease by Lessee. Lessee intends to continue all Property Schedules entered into pursuant to this Agreement and to pay the Lease Payments thereunder. Lessee reasonably believes that legally available funds in an amount sufficient to make all Lease Payments during the term of all.Property Schedules can be obtained. Lessee agrees that its staff will provide during the budgeting process for each budget year to the governing body of Lessee notification of any Lease Payments due under the Property Schedules during the following budget year. Notwithstanding this covenant,if Lessee fails to appropriate the Lease Payments for a Property Schedule pursuant to Section 6.06,such Property Schedule shall terminate at the end of the then current Original Term.or Renewal Term. Although Lessee has made this covenant,in the event that it fails to provide such notice,no remedy is provided and Lessee shall not be liable for any damages for its failure to so comply. 6.06 Nonappropriation. If during the then current Original Term or Renewal Term,sufficient funds are not appropriated to make Lease Payments required under a Property Schedule for the following fiscal year,Lessee shall be deemed to not have renewed such Property Schedule for the following fiscal year and the Property Schedule shall terminate at the end of the then current Original Term or Renewal Term and Lessee shall not be obligated to make Lease Payments under said Property Schedule beyond the then current fiscal year for which funds have been appropriated. Upon the occurrence of such nonappropriation(a"Nonappropriation Event")Lessee shall,no later than the end of the fiscal year for which Lease Payments have been appropriated,deliver possession of the Property under said Property Schedule to Lessor. If Lessee fails to deliver possession of the Property to Lessor upon termination of said Property Schedule by reason of a Nonappropriation Event,the termination shall nevertheless be effective but Lessee shall be responsible for the payment of damages in an amount equal to the portion of Lease Payments thereafter coming due that is attributable to the number of days after the termination during which the Lessee fails to deliver possession and for any other lass suffered by Lessor as a result of Lessee's failure to deliver EXHIBIT t\ PAGE t OFU3 11 possession as required. In addition,Lessor may,by written instructions to any escrow agent who is holding proceeds of the Property Schedule,instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor,such sums to be credited to Lessee's obligations under the Property Schedule and this Agreement.. Lessee shall notify Lessor in writing within seven(7)days after the failure of the Lessee to appropriate funds sufficient for the payment of the Lease Payments,but failure to provide such notice shall not operate to extend the Lease Term or result In any liability to Lessee. 6.07 Defeasance of Lease Payments. Lessee may at any time irrevocably deposit in escrow with a defeasance escrow agent for the purpose of paying all of the principal component and interest component accruing under a Property Schedule,a sum of cash and non-callable securities consisting of direct obligations of,or obligations the principal of an interest on which are unconditionally guaranteed by,the United States of America or any agency or instrumentality thereof,in such aggregate amount, bearing interest at such rates and maturing on such dates as shall be required to provide funds sufficient for this purpose. Upon such defeasance,all right,title and interest of Lessor in the Property under said Property Schedule shall terminate. Lessee shall cause such investment to comply with the requirements of federal tax law so that the exclusion from gross income of the interest component of Lease Payments on said Property Schedule is not adversely affected. 6.08 Gross-Up. If an Event of Taxability occurs with respect to a Property Schedule,the Interest component of Lease Payments on the Property_Schedule shall thereafter be payable at the Taxable Rate,and Lessee shall pay to Lessor promptly following demand an amount sufficient to supplement prior Lease Payments on such Property Schedule so that Lessor receives the interest component of such Lease Payments,retroactive to the date as of which the Interest component is determined to be includible in the gross income of Lessor for federal income tax purposes,calculated at the Taxable Rate,together with any penalties and interest actually imposed on Lessor as a result of the Event of Taxability. For purposes of this Section,°Event of Taxability'means,with respect to a Property Schedule,(a)a final determination by the Internal Revenue Service or a court of competent jurisdiction that the interest component of Lease Payments on the Property Schedule is includible for federal income tax purposes in the gross income of Lessor,or(b)receipt by Lessor of a written opinion of a nationally recognized public finance lawyer or law firm to the effect that there exists substantial doubt whether the interest component of Lease Payments on the Property Schedule Is excludible for federal income tax purposes from the gross income of Lessor,in each case due to any action or failure to take action by Lessee. "Taxable Rate means an Interest rate calculated to provide Lessor with an after-tax yield equivalent to the yield provided to Lessor by the interest rate at which the Interest component of Lease Payments on a Property Schedule was originally calculated. ARTICLE VIi 7.01 Title to the Property. Upon acceptance of the Property by Lessee and unless otherwise required by the laws of the State,title to the Property shall vest in Lessee,subject to Lessor's interests under the applicable Property Schedule and this Agreement. 7.02 Personal Property. The Property Is and will remain personal property and will not be deemed to be affixed to or a part of the real estate on which it may be situated,notwithstanding that the Property or any part thereof may be or hereafter become in any manner physically affixed or attached to real estate or any building thereon. If requested by Lessor,Lessee will,at Lessee's expense,furnish a waiver of any interest in the Property from any party having an interest in any such real estate or building. 7.03 Security Interest. To the extent permitted by law and to secure the performance of all of Lessee's obligations under this Agreement with respect to a Property Schedule,including without limitation all Property Schedules now existing are hereafter executed,Lessee grants to Lessor,for the benefit of Lessor and its successors and assigns,a security interest constituting a first lien on Lessee's interest in all of the Property under the Property Schedule,whether now owned or hereafter acquired,all additions,attachments,alterations and accessions to the Property,all substitutions and replacements for the Property,and on any proceeds of any of the foregoing,including insurance proceeds. Lessee shall execute any additional documents, including financing statements,affidavits, notices and similar instruments,in form and substance satisfactory to Lessor,which Lessor deems necessary or appropriate to establish,maintain and perfect a security interest in the Property in favor of Lessor and its successors and assigns. Lessee hereby authorizes Lessor to file all financing statements which Lessor deems necessary or appropriate to establish,maintain and perfect such security interest ARTICLE VIII 8.01 Maintenance of Property by Lessee. Lessee shall keep and maintain the Property in good condition and working order and in compliance with the manufacturer's specifications,shall use,operate and maintain the Property in conformity with all laws and regulations concerning the Property's ownership,possession,use and maintenance,and shall keep the Property free and clear of all liens and claims,other than those created by this Agreement. Lessee shall have sole responsibility to maintain and repair the Property. Should Lessee fail to maintain,preserve and keep the Property In good repair and working order and in accordance with manufacturer's specifications,and if requested by Lessor,Lessee will enter into maintenance contracts for the Property in form approved by Lessor and with approved providers. 8.02 Liens,Taxes,Other Governmental Charges and Utility Charges. Lessee shall keep the Property free of all levies,liens and encumbrances,except for the interest of Lessor under this Agreement. The parties to this Agreement contemplate that the Property will be used for a governmental or proprietary purpose of Lessee and, therefore,that the Property will be exempt from all property taxes. The Lease Payments payable by Lessee under this Agreement and the Property Schedules hereunder have been established to reflect the savings resulting from this exemption from taxation. Lessee will take such actions necessary under applicable law to obtain said exemption. Nevertheless,if the use,possession or acquisition of the Property Is determined to be subject to taxation or later becomes subject to such taxes,Lessee shall pay when due all taxes and governmental charges lawfully assessed or levied against or with respect to the Property. Lessee shall pay all gas,water,steam,electricity,heat, power,telephone,utility and other charges incurred in the operation,maintenance,use,occupancy and upkeep of the Property. Lessee shall pay such taxes or charges as the same may become due;provided that,with respect to any such taxes or charges that may lawfully be paid in installments over a period of years,Lessee shall be obligated to pay only such installments as accrue during the then current fiscal year of the Lease Term for such Property. 8.03 Insurance. At its own expense,Lessee shall maintain(a)casualty Insurance insuring the Property against loss or damage by fire and all other risks covered by the standard extended coverage endorsement then in use In the State and any other risks reasonably required by Lessor in an amount equal to at least the outstanding principal component of Lease Payments,and(b)liability insurance that protects Lessor from liability in all events in an amount reasonably acceptable to Lessor,and(c) worker's compensation insurance covering all employees working on,in,near or about the Property;provided that Lessee may self-insure against all such risks. All insurance proceeds from casualty losses shall be payable as hereinafter provided in this Agreement. All such insurance shall be with insurers that are authorized to issue such insurance in the State. All such liability insurance shall name Lessor as an additional insured. All such casualty Insurance shall contain a provision making any losses payable to Lessor and Lessee as their respective interests may appear. All such insurance shall contain a provision to the effect that such insurance shall not be canceled or modified without first giving written notice thereof to Lessor and Lessee at least thirty(30)days in advance of such cancellation or modification. Such changes shall not become effective without Lessor's prior written consent Lessee shall furnish to Lessor,on or before the Commencement Date for each Property Schedule,and thereafter at Lessor's request,certificates evidencing such coverage,or,if Lessee self-Insures,a written description of its self-insurance program together with a certification from Lessee's risk manager or insurance agent or consultant to the effect that Lessee's self-insurance program provides adequate coverage against the risks listed above. 8.04 Advances. In the event Lessee shall fall to either maintain the insurance required by this Agreement or keep the Property In good repair and working order, Lessor may,but shall be under no obligation to,purchase the required insurance and pay the cost of the premiums thereof or maintain and repair the Property and pay the cost thereof. All amounts so advanced by Lessor shall constitute additional rent for the Lease Term for the applicable Property Schedule and shall be due and payable on the next Lease Payment Date and Lessee covenants and agrees to pay such amounts so advanced by Lessor with interest thereon from the date such amounts are advanced until paid at the rate of 12%per annum or the maximum amount permitted by law,whichever is less. ARTICLE IX 9.01 Damage or Destruction. If(a)the Property under a Property Schedule or any portion thereof is destroyed,In whole or in part,or is damaged by fire or other casualty,or(b)title to,or the temporary use of,the Property under a Property Schedule or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any govemmental body or by any person,firm or corporation acting pursuant to governmental authority, Lessor and Lessee will cause the Net Proceeds(as hereinafter defined) of any insurance claim, condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Property,unless Lessee shall have exercised its right to defease the Property Schedule as provided herein,or unless Lessee shall have exercised its option to purchase Lessor's interest in the Property if the Property Schedule so provides. Any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee. For purposes of Section 8.03 and this Article IX,the term"Net Proceeds"shall mean the amount remaining from the gross proceeds of any insurance claim,condemnation award or sale under threat of condemnation after deducting all expenses,including attorneys'fees,incurred in the collection thereof. 9.02 Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair,restoration,modification or improvement referred to in Section 9.01,Lessee shall(a)complete such replacement,repair,restoration,modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds and,if Lessee shall make any payments pursuant to this Section, Lessee shall not be entitled to any reimbursement therefor from Lessor nor shall Lessee be entitled to any diminution of the amounts payable under Section 6.02,or(b)defense the Property Schedule pursuant to Section 6.07,or(c)exercise its option to purchase • 'EXHIBIT A PAGE 5 OF4 I. S >• Lessor's interest in the Property pursuant to the optional purchase provisions of the Property Schedule,if any. The amount of the Net Proceeds,If any,remaining after completing such repair,restoration,modification or improvement or after such defeasance or purchase may be retained by Lessee. ARTICLE X 10.01 Disclaimer of Warranties. LESSOR MAKES NO(AND SHALL NOT BE DEEMED TO HAVE MADE ANY)WARRANTIES,EXPRESS OR IMPLIED,AS TO ANY MATTER WHATSOEVER,INCLUDING,WITHOUT LIMITATION,THE DESIGN,OPERATION OR CONDITION OF,OR THE QUALITY OF THE MATERIAL,EQUIPMENT OR WORKMANSHIP IN,THE PROPERTY,ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE,THE STATE OF TITLE THERETO OR ANY COMPONENT THEREOF,THE ABSENCE OF LATENT OR OTHER DEFECTS(WHETHER OR NOT DISCOVERABLE).AND LESSOR HEREBY DISCLAIMS THE SAME; IT BEING UNDERSTOOD THAT THE PROPERTY IS LEASED TO LESSEE"AS IS"ON THE DATE OF THIS AGREEMENT OR THE DATE OF DELIVERY,WHICHEVER IS LATER,AND ALL SUCH RISKS,IF ANY,ARE TO BE BORNE BY LESSEE. Lessee acknowledges that it has made(or will make)the selection of the Property from the Vendor based on its own judgment and expressly disclaims any reliance upon any statements or representations made by Lessor. Lessee understands and agrees that(a) neither the Vendor nor any sales representative or other agent of Vendor,is(i)an agent of Lessor,or(ii)authorized to make or alter any term or condition of this Agreement, and(b)no such waiver or alteration shall vary the terms of this Agreement unless expressly set forth herein. In no event shall Lessor be liable for any incidental,Indirect, special or consequential damage in connection with or arising out of this Agreement,the Property Schedules,or the existence,furnishing,functioning or use of any item, product or service provided for in this Agreement or the Property Schedules. 10.02 Vendor's Warranties. Lessor hereby irrevocably assigns to Lessee all rights that Lessor may have to assert from time to time whatever claims and rights (including without limitation warranties)related to the Property against the Vendor. Lessee's sole remedy for the breach of such warranty,indemnification or representation shall be against the Vendor of the Property,and not against Lessor,nor shall such matter have any effect whatsoever on the rights and obligations of Lessor with respect to this Agreement,including the right to receive full and timely payments hereunder. Lessee expressly acknowledges that Lessor makes,and has made,no representations or warranties whatsoever as to the existence or the availability of such warranties of the Vendor of the Property. 10.03 Use of the Property. Lessee will not install,use,operate or maintain the Property improperly,carelessly,In violation of any applicable law or in a manner contrary to that contemplated by this Agreement and the applicable Property Schedule. Lessee shall provide all permits and licenses, if any,necessary for the installation and operation of the Property. In addition,Lessee agrees to comply in all respects with all laws of the jurisdiction in which its operations involving any item of Property may extend and any legislative,executive,administrative or judicial body exercising any power or jurisdiction over the items of the Property;provided that Lessee may contest in good faith the validity or application of any such law or rule in any reasonable manner that does not,in the opinion of Lessor,adversely affect the interest of Lessor in and to the Property or its Interest or rights under this Agreement Lessee shall promptly notify Lessor in writing of any pending or threatened investigation,inquiry,claim or action by any governmental authority which could adversely affect this Agreement,any Property Schedule or the Property thereunder. 10.04 Modifications. Subject to the provisions of this Section, Lessee shall have the right, at its own expense,to make alterations,additions, modifications or improvements to the Property. All such alterations,additions, modifications and improvements shall thereafter comprise part of the Property and shall be subject to the provisions of this Agreement Such alterations,additions,modifications and improvements shall not in any way damage the Property,substantially alter its nature or cause it to be used for purposes other than those authorized under the provisions of state and federal law;and the Property,on completion of any alterations,additions,modifications or improvements made pursuant to this Section,shall be of:a value which is equal to or greater than the value of the Property immediately prior to the making of such alterations,additions,modifications and improvements. Lessee shall,at its own expense,make such alterations,additions,modifications and improvements to the Property as may be required from time to time by applicable law or by any governmental authority: ARTICLE XI 11.01 Option to Purchase. Lessee shall have the option to purchase Lessor's entire interest in all of the Property subject to a Property Schedule and to terminate any restrictions herein on the Property under such Property Schedule on the last day of the Lease Term fora Property Schedule,if the Property Schedule is still in effect on such day,upon payment in full of the Lease Payments due thereunder plus payment of One(1)Dollar to Lessor. Upon exercise of the purchase option as set forth in this Section 11.01 and payment of the purchase price under the applicable Property Schedule,and performance by Lessee of all other terms,conditions and provisions hereof,Lessor shall deliver to Lessee all such documents and instruments as Lessee may reasonably require to evidence the transfer,without warranty by or recourse to Lessor,of all of Lessor's right,title and interest in and to the Property subject to such Property Schedule to Lessee. { 11.02 Option to Prepay. Lessee shall have the option toprepay In whole the Lease Payments due under a Property Schedule,but only if the Property Schedule so provides,and on the terms set forth in the Property Schedule.Lessee shall give written notice to Lessor of its intent to purchase Lessor's interest in the Property at least sixty (60)days prior to the last day of the Lease Term for applicable Property Schedule. ARTICLE XII 12.01 Assignment by Lessor. Lessor's right,title and Interest in,to and under each Property Schedule and the Property under such Property Schedule may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor without the necessity of obtaining the consent of Lessee;provided that any assignment shall not be effective until Lessee has received written notice,signed by the assignor,of the name,address and tax identification number of the assignee. Lessee shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees designated in such register. Lessee agrees to execute all documents, Including notices of assignment and chattel mortgages or financing statements that may be reasonably requested by Lessor or any assignee to protect its interests in this Agreement and the Property Schedules. 12.02 Property Schedules Separate Financings.Assignees of the Lessor's rights in one Property Schedule shall have no rights in any other Property Schedule unless such rights have been separately assigned. 12.03 Assignment and Subleasing by Lessee. NONE OF LESSEE'S RIGHT, TITLE AND INTEREST IN, TO AND UNDER THIS AGREEMENT AND IN THE PROPERTY MAY BE ASSIGNED,SUBLEASED OR ENCUMBERED BY LESSEE FOR ANY REASON,WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. 12.04 Release and Indemnification Covenants. To the extent permitted by applicable law,Lessee shall indemnify,protect,hold harmless,save and keep harmless Lessor from and against any and all liability,obligation,loss,claim and damage whatsoever,regardless of cause thereof,and all expenses in connection therewith,including, without limitation,counsel fees and expenses,penalties and interest(collectively,"Losses')arising out of or resulting from the entering Into this Agreement,any Property Schedules hereunder,the ownership of any item of the Property,the loss of federal tax exemption of the interest on any of the Property Schedules,the ordering,acquisition, use, operation, condition, purchase,delivery, rejection, storage or return of any item of the Property or any accident in connection with the operation,use, condition, possession,storage or return ofany item of the Property resulting in damage to property or injury to or death to any person;provided,however,that Lessee shall not be required to indemnify Lessor for Losses arising out of or resulting from Lessor's own willful or negligent conduct,or for Losses arising out of or resulting from Lessor's preparation of disclosure material relating to certificates of participation in this Agreement and any Property Schedule(other than disclosure material provided to Lessor by Lessee). The indemnification arising under this Section shall continue in full force and effect notwithstanding the full payment of all obligations under this Agreement,or the applicable Property Schedule,or the termination of the Lease Term for such Property Schedule for any reason. • ARTICLE XIII 13.01 Events of Default Defined.Any of the following shall constitute an'Event of Default'under a Property Schedule: (a) Failure by Lessee to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified therein; (b) Failure by Lessee to observe and perform any covenant,condition or agreement on Its part to be observed or performed with respect to the Property Schedule,other than as referred to in subparagraph(a)above,fora period of thirty(30)days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor,unless Lessor shall agree in writing to an extension of such time prior to its expiration;provided that,if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) My statement,representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution,delivery or performance shall prove to have been false,incorrect,misleading or breached in any material respect on the date when made; rzXHIB f I1�7C �/f (d) Lessee shall(i)apply for or consent to the appointment of a receiver,trustee,custodian or liquidator of-Lessee,or of all or a substantial part of the assets of Lessee,(ii)be unable,fall or admit in writing Its inability generally to pay its debts as they become due,(iii)make a general assignment for the benefit of creditors,(iv)have an order for relief entered against it under applicable federal bankruptcy law,or(v)file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy,reorganization or insolvency proceeding;or (e) An order,judgment or decree shall be entered by any court of competent jurisdiction,approving a petition or appointing a receiver,trustee,custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee,in each case without its application,approval or consent,and such order,judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days, The foregoing provisions of Section 13.01 are subject to the following limitation:if by reason of force maieure Lessee is unable in whole or in part to perform its agreements under this Agreement and the Property Schedule(other than any obligations on the part of Lessee to make any payments hereunder)Lessee shall not be in default during the continuance of such inability. The term "force maieure"as used herein shall mean the following: acts of God; strikes,lockouts or other industrial disturbances;acts of public enemies;orders or restraints of any kind of the government of the United States or of the State or any of their departments,agencies or officials, or any civil or military authority;insurrections,riots,landslides,earthquakes,fires,storms,droughts,floods,explosions,breakage or accident to machinery,transmission pipes or canals;or any other cause or event not reasonably within the control of Lessee. A Nonappropriation Event is not an Event of Default. 13.02 Remedies on Default. Whenever any Event of Default exists with respect to a Property Schedule,Lessor shall have the right,at its sole option without any further demand or notice,to take one or any combination of the following remedial steps: (a). Without terminating the Property Schedule,and by written notice to Lessee,Lessor may declare all Lease Payments and otheramounts payable by Lessee thereunder to the end of the then-current budget year of Lessee to be due,including without limitation delinquent Lease Payments under the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12%per annum or the maximum rate permitted by applicable law,whichever is less; (b) Lessor may terminate the Property Schedule,may enter the premises where the Property subject to the Property Schedule is located and retake possession of theProperty,or require Lessee,at Lessee's expense,to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify,and Lessor may thereafter dispose of the Property in accordance with Article 9 of the Uniform Commercial Code in effect in the State;provided,however,that any proceeds from the disposition of the property In excess of the sum required to(i)pay off any outstanding principal component of Lease Payments,(ii)pay any other amounts then due under the.Property Schedule,and(iii)pay Lessor's costs and expenses associated with the disposition of the Property(including attorneys fees),shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; ,(c) By,written notice to any escrow agent who is holding proceeds of the Property Schedule,Lessor may Instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor,such sums to be credited to payment of Lessee's obligations under the Property Schedule; (d) Lessor may take any action,at law or in equity,that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement - Notwithstanding the foregoing,if the proceeds are insufficient to pay items(i)to(iii)in Section 13.02(b)in whole,Lessee shall remain obligated after application of proceeds to items(i)and(ii),to pay in whole the amounts for item(hi). 13.03 No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to.every other remedy given under this Agreement now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof,but any such right or power may be exercised from time to time and as often as may be deemed expedient In order to entitle Lessor to exercise any remedy reserved to it in this Article it shall not be necessary to give any notice,other than such notice as may be required in this Article. 13.04 Costs and Attorney Fees. Upon the occurrence of an Event of Default by Lessee in the performance of any term of this Agreement,Lessee agrees to pay to Lessor or reimburse Lessor for,In addition to all other amounts due hereunder,all of Lessor's costs of collection,including reasonable attorney fees,whether or not suit or action is filed thereon. Any such costs shall be immediately due and payable upon written notice and demand given to Lessee,shall be secured by this Agreement until paid and shall bear Interest at the rate of 12%per annum or the maximum amount permitted by law,whichever is less. In the event suit or action is Instituted to enforce any of the terms of this Agreement,the prevailing party shall be entitled to recover from the other party such-sum as the court may adjudge reasonable as attorneys'fees at trial or on appeal of such suitor action or in any bankruptcy proceeding,do addition to all other sums provided by law. ARTICLE XIV - 14.01 Notices. All notices,certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by certified mall,postage prepaid,to the parties hereto at the addresses as specified on the first page of this Agreement(or at such other address as either party hereto shall designate in writing to the other for notices to such party),to any assignee at its address as it appears on the registration books maintained by Lessee. 14.02 Arbitrage Certificates. Unless a separate Arbitrage Certificate is delivered on the Commencement Date, Lessee shall be deemed to make the following representations and covenants as of the Commencement Date for each Property Schedule:. (a) The estimated total costs,including taxes,freight,installation,and cost of issuance,of the Property under the Property Schedule will not be less than the total principal amount of the Lease Payments. - (b) The Property under the Property Schedule has been ordered or is expected to be ordered within six months after the Commencement Date and the Property is expected to be delivered and installed,and the Vendor fully paid,within eighteen months from the Commencement Date. Lessee will pursue the completion of the Property and the expenditure of the net proceeds of the Property Schedule with due diligence. (c) Lessee has not created or established,and does not expect to create or establish,any sinking fund or other similar fund(i)that is reasonably expected to be used to pay the Lease Payments under the Property Schedule,or(ii)that may be used solely to prevent a default in the payment of the Lease Payments under the Property Schedule. - (d) The Property under the Property Schedule has not been and is not expected to be sold or otherwise disposed of by Lessee,either in whole or in major part, prior to the last maturity of the Lease Payments under the Property Schedule. (e) There are no other obligations of Lessee which(I)are being sold within 15 days of the Commencement Date of the Property Schedule;(ii)are being sold pursuant to the same plan of financing as the Property Schedule;and(iii)are expected to be paid from substantially the same source of funds. - (f) The officer or official who has executed the Property Schedule on Lessee's behalf is familiar with Lessee's expectations regarding the use and expenditure of the proceeds of the Property Schedule. To the best of Lessee's knowledge,information and belief,the facts and estimates set forth in herein are accurate and the expectations of Lessee set forth herein are reasonable. 14.03 Further Assurances. Lessee agrees to execute such other and further documents,including,without limitation,confirmatory financing statements,continuation statements,certificates of title and-the like,and:to take all such action as may be necessary or appropriate,from time to time,in the reasonable opinion of Lessor,to perfect, confirm,establish,reestablish,continue,or complete the Interests of Lessor in this Agreement and the Property Schedules,to consummate the transactions contemplated hereby and thereby,and to carryout the purposes and intentions of this Agreement and the Property Schedules. 14.04 Binding Effect This Agreement shall inure to the benefit of and shall be binding:upon Lessor and Lessee and their respective successors and assigns. 14.05 Severabtlity. in the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction,such holding shall not invalidate or render unenforceable any other provision hereof, EXHIBIT A PAGE OF�� t 14.06 Waiver of Jury Trials. Lessee and Lessor hereby Irrevocably waive all right to trial by Jury in any action,proceeding or counterclaim(whether based on contract, tort or otherwise)arising out of or relating to this Agreement or the actions of Lessor or Lessee in the negotiation,administration,performance or enforcement hereof. 14.07 Amendments,Changes and Modifications. This Agreement may be amended in writing by Lessor and Lessee to the extent the amendment or modification does not apply to outstanding Property Schedules at the time of such amendment or modification. The consent of all assignees shall be required to any amendment or modification before such amendment or modification shall be applicable to any outstanding Property Schedule. 14.08 Execution in Counterparts. This Agreement and the Property Schedules hereunder may be simultaneously executed In several counterparts,each of which shall be an original and all of which shall constitute but one and the same instrument. 14.09 Applicable Law.This Agreement shall be governed by and construed in accordance with the laws of the State. 14.10 Captions, The captions or headings in this Agreement are for convenience only and in no way define,limit or describe the scope or intent of any provisions or sections of this Agreement. 14.11 Continuing Disclosure. Lessor acknowledges that,in connection with Lessee's compliance with any continuing disclosure undertakings(each,a'Continuing Disclosure Agreement')entered Into by Lessee pursuant to SEC Rule 15c2-12 promulgated pursuant to the Securities and Exchange Act of 1934,as amended(the'Rule"), Lessee may be required to file with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system, or its successor("EMMA"), notice of its incurrence.of its obligations under this Agreement and notice of any accommodation,waiver,amendment,modification of terms or other similar events reflecting financial difficulties in connection with this Agreement,in each case including a description of the material terms thereof(each such notice,an"EMMA Notice'). Lessee shall not file or submit or permit the filing or submission of any EMMA Notice that includes any of the following unredacted information regarding Lessor or the Escrow Agent: physical or mailing addresses,account information,e-mail addresses,telephone numbers,fax numbers,tax identification numbers,or titles or signatures of officers,employees or other signatories. Lessee acknowledges and agrees that Lessor is not responsible in connection with any EMMA Notice relating to this Agreement for Lessee's compliance or noncompliance(or any claims,losses or liabilities arising therefrom)with the Rule,any Continuing Disclosure Agreement or any applicable securities laws,including but not limited to those relating to the Rule. IN WITNESS WHEREOF,Lessor and Lessee have caused this Agreement to be executed In their names by their duly authorized representatives as of the date first above written. Lessor: U.S. Bancorp Government Lessee: City of Richmond Leasing and Finance, Inc. By: B : Name: 11111ELW Title: 111.11167grAllii, • Attest: B . 0 • Title: • . i r, e Property Schedule No. 'I Master Tax-Exempt Lease/Purchase Agreement This Property Schedule No. 1 is entered into as of the Commencement Date set forth below, pursuant to that certain Master Tax-Exempt Lease/Purchase Agreement(the"Master Agreement"),dated as of September 30,2021,between U.S.Bancorp Government Leasing and Finance,Inc., and City of Richmond. 1. Entire Agreement;Interpretation. The terms and conditions of the Master Agreement are incorporated herein by reference as if fully set forth herein. The Master Agreement, this Property Schedule and the associated documents hereto constitute the entire agreement between Lessor and Lessee with respect to the Property and supersede any purchase order,invoice,request for proposal,response or other related document. Reference is made to the • Master Agreement for all representations,covenants and warranties made by Lessee in the execution of this Property Schedule,unless specifically set forth herein. In the event of a conflict between the provisions of the Master Agreement and the provisions of this Property Schedule,the provisions of this Property Schedule shall control. All capitalized terms not otherwise defined herein shall have the meanings provided in the Master Agreement. 2.. Commencement Date. The Commencement Date for this Property Schedule is September 30,2021. 3. Property Description and Payment Schedule.The Property subject to this Property Schedule is described in Exhibit 1 hereto. Lessee shall not remove such property from the locations set forth therein without giving prior written notice to Lessor.The Lease Payment Schedule for this Property Schedule is set forth in Exhibit 1. 4. Opinion. The Opinion of Lessee's Counsel is attached as Exhibit 2. 5. Lessee's Certificate. The Lessee's Certificate is attached as Exhibit 3. 6. , Proceeds.Exhibit 4 is intentionally omitted. 7. Acceptance Certificate.Exhibit 5 Is intentionally omitted. 8. Additional Purchase Option Provisions. In addition to the Purchase Option provisions set forth in the Master Agreement, Lease Payments payable under this Property Schedule shall be subject to prepayment in whole at any time by payment of the applicable Termination Amount set forth in Exhibit 1(Payment Schedule)and payment of all accrued and unpaid interest through the date of prepayment. 9. Private Activity Issue.Lessee Understands that among other things,in order to maintain the exclusion of the interest component of Lease Payments from gross income for federal income tax purposes, it must limit and restrict the rights private businesses (including,for this purpose;the federal government and its agencies and organizations described in the Code§501(c)(3)) have to use the Property. Each of these requirements will be applied beginning on the later of the Commencement Date or date each portion of the Property is placed in service and will continue to apply until earlier of the end of the economic useful life of the property or the date the Agreement or any tax-exempt obligation issued to refund the Property Schedule is retired(the"Measurement Period'). Lessee will comply with the requirements of Section 141 of the Code and the regulations thereunder which provide restrictions on special legal rights that users other than Lessee or a state or local govemment or an agency or instrumentality of a state or a local government(an"Eligible User')may have to use the Property. For this purpose,special legal rights may arise from a management or service agreement,lease,research agreement or other arrangement providing any entity except an Eligible User the right to use the Property. Any use of the Property by a user other than an Eligible User is referred to herein as"Non-Qualified Use".Throughout the Measurement Period,all of the Property is expected to be owned by Lessee. Throughout the Measurement Period,Lessee will not permit the Non-Qualified Use of the Property to exceed 10%. 10. Bank Qualification and Arbitrage Rebate. Attached as Exhibit 6. 11. Expiration. Lessor, at its sole determination, may choose not to accept this Property Schedule if the fully executed, original Master Agreement (including this Property Schedule and all ancillary documents)is not received by Lessor at its place of business by October 4,2021. (Page intentionally left blank. Signature page to follow) EEXHiBBIT Pr PAGE 7 u-3 IN WITNESS WHEREOF,Lessor and Lessee have caused this Property Schedule to be executed in their names by their duly authorized representatives as • of the Commencement Date above, Lessor: U.S. Bancorp Government Leasing and Lessee: City of Richmond Finance,Inc. By: By: Name: Name: 49 ( Title: Title: .'• Attest: By Name: e Title: • • i iEXHIBIT . PAGE OF LaI EXHIBIT 1 Property Description and Payment Schedule Re: Property Schedule No. 1 to Master Tax-Exempt Lease/Purchase Agreement between U.S. Bancorp Government Leasing and Finance, Inc. and City of Richmond. THE PROPERTY IS AS FOLLOWS: The Property as more fully described in Exhibit A incorporated herein by reference and attached hereto. It includes all replacements, parts, repairs, additions, accessions and accessories incorporated therein or affixed or attached thereto and any and all proceeds of the foregoing, including,without limitation, insurance recoveries. PROPERTY LOCATION: Address City,State Zip Code USE: Pumper -This use is essential to the proper, efficient and economic functioning of Lessee or to the services that Lessee provides; and Lessee has immediate need for and expects to make immediate use of substantially all of the Property,which need is not temporary or expected to diminish in the foreseeable future. Lease Payment Schedule Total Principal Amount: $358,173.00 Termination Payment• Due Date Lease Principal Interest Amount No. Payment Portion Portion (After Making Payment for said Due Date) 1 30-Sep-2022 74,985.31 69,457.23 5,528.08 NA 2 30-Sep-2023 74,985.31 70,529.24 4,456.07 224,732.12 3 30-Sep-2024 74,985.31 71,617.80 3,367.51 150,965.79 4 30-Sep-2025 74,985.31 72,723.15 2,262.16 76,060.94 5 .30-Sep-2026 74,985.31 73,845.58 1,139.73 0.00 Total 374,926.55 358,173.00. 16,753.55 Interest Rate: 1.543% Lessee: City of Richmond By: 0.1* GF Name: OF Title: -EXHIBIT' pcPAGEer •ori( 3 0 EXHIBIT AI Property.Description Pumper • VIN TBD ; • I EXHIBIT A PAGE K) ON3' EXHIBIT 2 Lessee's Counsel's Opinion [To be provided on letterhead of Lessee's counsel.] September 30,2021 U.S. Bancorp Government Leasing and Finance, Inc. 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 City of Richmond 50 North 5th Street Richmond, IN 47374 Attention: Emily Palmer RE: Property Schedule No. 1 dated as of September 30, 2021 to the Master Tax-Exempt Lease/Purchase Agreement dated September 30,2021 between U.S. Bancorp Government Leasing and.Finance, Inc.and City of Richmond. • Ladies and Gentlemen: We have acted as special counsel to City of Richmond ("Lessee"), in connection with the Master Tax-Exempt Lease/Purchase Agreement, dated as of.September 30, 2021 (the "Master Agreement"), between City of Richmond, as lessee, and U.S. Bancorp Government Leasing and Finance, Inc. as lessor ("Lessor"), and the execution of Property Schedule No. 1 (the"Property Schedule") dated as of September 30, 2021, pursuant to the Master Agreement. We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. All capitalized terms not otherwise defined herein shall have the meanings provided in the Master Agreement and Property Schedule. As to questions of fact material to our opinion, we have relied upon the representations of Lessee in the Master Agreement and the Property Schedule and in the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. Based upon the foregoing,we are of the opinion that, under existing law: 1. Lessee is a public body corporate and politic,duly organized and existing under the laws of the State, and has a substantial amount of one or more of the,following sovereign powers: (a) the power to tax, (b)the power of eminent domain, and(c)the police power. 2. Lessee has all requisite power and.authority to enter into the Master Agreement and the Property Schedule and to perform its obligations thereunder. 3. The execution, delivery and performance of the Master Agreement and the Property Schedule by Lessee has been duly authorized by all necessary action on the part of Lessee. 4. All proceedings of Lessee and its governing body relating to the authorization and approval of the Master Agreement and the Property Schedule, the execution thereof and the transactions contemplated thereby have been conducted in accordance with all applicable open meeting laws and all other applicable state and federal laws: 5. Lessee has acquired or has arranged for the acquisition of the Property subject to the Property.Schedule, and has entered into the Master Agreement and the Property Schedule, in compliance with all applicable public bidding laws. 6. Lessee has obtained all consents and approvals of other governmental authorities or agencies which may be required for the execution,delivery and performance by Lessee of the Master.Agreement and the Property Schedule. EXHIBIT ►r. PAGE I fl 7. The Master Agreement and the Property Schedule have been duly executed and delivered by Lessee and constitute legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with the terms thereof, except insofar as the enforcement thereof may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other laws of equitable principles of general application, or of application to municipalities or political subdivisions such as the Lessee, affecting remedies or creditors' rights generally, and to the exercise of judicial discretion in appropriate cases. 8. As of the date hereof, based on such inquiry and investigation as we have deemed sufficient, no litigation is pending, (or, to our knowledge, threatened) against Lessee in any court(a) seeking to restrain or enjoin the delivery_of the Master Agreement or the Property Schedule or of other agreements similar to the Master Agreement; (b) questioning the authority of Lessee to execute the Master Agreement or the Property Schedule, or the validity of the Master Agreement or the Property Schedule, or the payment of principal of or interest on, the Property Schedule; (c) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Master Agreement and the Property Schedule; or (d) affecting the provisions made for the payment of or security for the Master Agreement and the Property Schedule. This opinion may be relied upon by Lessor, its successors and assigns, and any other legal counsel who provides an opinion with respect to the Property Schedule. Very truly yours, By: Name: Title: Dated: 1EXH161T PAGE 1 • " EXHIBIT 3 Lessee's General and Incumbency Certificate GENERAL CERTIFICATE Re: Property Schedule No. I dated as of September 30, 2021 to the Master Tax-Exempt Lease/Purchase Agreement dated September 30, 2021 between U.S. Bancorp Government Leasing and Finance, Inc. and City of Richmond. The undersigned, being the duly elected, qualified and acting (Title of Person to Execute Lease/Purchase Agreement) of the City of Richmond ("Lessee")does hereby certify, as of September 30,2021,as follows: 1. Lessee did, at a meeting of the governing body of the Lessee,by resolution or ordinance duly enacted, in accordance with all requirements of law, approve and authorize the execution and delivery of the above-referenced Property Schedule (the "Property Schedule") and the Master Tax-Exempt Lease/Purchase Agreement (the "Master Agreement")by the undersigned. 2. The meeting(s) of the governing body of the Lessee at which the Master Agreement and the Property Schedule were approved and authorized to be executed was duly called, regularly convened and attended throughout by the requisite quorum of the members thereof, and the enactment approving the Master Agreement and the Property Schedule and authorizing the execution thereof has not been altered or rescinded. All meetings of the governing body of Lessee relating to the authorization and delivery of Master Agreement and the Property Schedule have been: (a) held within the geographic boundaries of the Lessee; (b) open to the public, allowing all people to attend; (c) conducted in accordance with internal procedures of the governing body; and (d) conducted in accordance with the charter of the Lessee, if any, and the laws of the State. 3. No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default or a Nonappropriation.Event(as such terms are defined in the Master Agreement)exists at the date hereof with respect to this Property Schedule or any other Property Schedules under the Master Agreement. 4. The acquisition of all of the Property under the Property Schedule has been duly authorized by the governing body of Lessee. 5. Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current budget year to make the Lease Payments scheduled to come due during the current budget year under the Property Schedule and to meet its other obligations for the current budget year and such funds have not been expended for other purposes. 6. As of the date hereof, no litigation is pending, (or, to my knowledge, threatened) against Lessee in any court (a) seeking to restrain or enjoin the delivery of the Master Agreement or the Property Schedule or of other agreements similar to the Master Agreement; (b) questioning the authority of Lessee to execute the Master Agreement or the Property Schedule, or the validity of the Master Agreement or the Property Schedule, or the payment of principal of or interest on, the Property Schedule; (c) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Master Agreement and the Property Schedule; or(d)affecting the provisions made for the payment of or security for the Master Agreement and the Property Schedule. IN WITNESS WHEREOF,the undersigned has executed this Certificate as of September 30,2021. City of Richmond By Signature of Person to Execute Lease/Purchase Agreement Print Name and Title of Person to Execute Lease/Purchase Agreement EXHIBIT A PAGE is or( 1 e INCUMBENCY CERTIFICATE" Re: Property Schedule No. 1 dated as of September 30, 2021 to the Master Tax-Exempt Lease/Purchase Agreement dated as of September 30, 2021 between U.S. Bancorp Government Leasing and Finance, Inc. and City of Richmond. The undersigned, being the duly elected, qualified and acting Secretary or Clerk of the City of Richmond ("Lessee") does hereby certify, as of September 30,2021, as follows: As of the date of the meeting(s) of the governing body of the Lessee at which the above-referenced Master Agreement and the Property Schedule were approved and authorized to be executed, and as of the date hereof, the below-named representative of the Lessee held and holds the office set forth below, and the signature set forth below is his/her true and correct signature. (Signature of Person to Execute Lease/Purchase Agreement) (Print Name and Title) IN WITNESS WHEREOF, the undersigned has executed this Certificate as of September 30,2021. Secretary/Clerk Print Name and Title: FEXHIBIT 1-V PAGE I__�(__OIH 3 I EXHIBIT 4 Payment of Proceeds Instructions Intentionally Omitted. • EXHIBIT: brisk-G—GrcykQ .EXHIBIT 5 !Acceptance Certificate . Intentionally Omitted. . i EXHIBIT..PAGE I(o.' 3 EXHIBIT 6 • Bank Qualification And Arbitrage Rebate U.S. Bancorp Government Leasing and Finance, Inc. 13010 SW 68th Parkway,Suite 100 Portland, OR 97223 Re: Property Schedule No.1 to Master Tax-Exempt Lease/Purchase Agreement between U.S. Bancorp Government Leasing and Finance, Inc. and City of Richmond PLEASE CHECK EITHER: Bank Qualified Tax-Exempt Obligation under Section 265 Lessee-hereby designates this Property Schedule as a"qualified tax-exempt obligation"as defined in Section 265(b)(3)(B) of the Code. Lessee reasonably anticipates issuing tax-exempt obligations (excluding private activity bonds other than qualified 501(c)(3)bonds and including all tax-exempt obligations of subordinate entities of the Lessee)during the calendar year in which the Commencement Date of this Property Schedule falls, in an amount not exceeding$10,000,000. or Not applicable. Arbitrage Rebate Eighteen Month Exception: Pursuant to Treasury Regulations Section 1.148-7(d), the gross proceeds of this Property Schedule will be expended for the governmental purposes for which this Property Schedule was entered into, as follows: at least 15%within six months after the Commencement Date, at least 60%within 12 months after the Commencement Date, and 100%within 18 months after the Commencement Date. If Lessee is unable to comply with Section 1.148-7(d) of the Treasury Regulations, Lessee shall compute rebatable arbitrage on this Agreement and pay rebatable arbitrage to the United States at least once every five years, and within 60 days after payment of the final Lease Payment due under this Agreement. Consult tax counsel if there is any chance that the Eighteen Month Exception will not be met. Lessee:City of Richmond r By: • V, Name 6S\ C�� �rG Title: *Please be sure to select ONE option above. EXHIBIT PAGE /7_d '3 Form8038-6 information Return for Tax-Exempt Governmental Bonds Under Internal Revenue Code section 149(e) (Rev.September 2018) See separate instructions. OMB No..1545-0720 Department of the Treasury Caution:If the issue price is under$100,000,use Form 8038-GC. Internal Revenue Service ►Go to www.irs.gov/F8038G for instructions and the latest information. Part I Reporting Authority If Amended Return,check here ► ❑ 1 Issuer's name 2 Issuer's employer Identification number(EIN) 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) Room/suite 5 Report number(For IRS Use Only) 6 City,town,or post office,state,and ZIP code 7 Date of issue 8 Name of issue 9 CUSIP number } 10a Name and title of officer or other employee of the Issuer whom the IRS may call for more information(see lob Telephone number of officer or other instructions) employee shown on 10a Part II Type of Issue(enter the issue price).See the instructions and attach schedule. 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 19a If bonds are TANs or RANs,check only box 19a ► ❑ F' - ` two : b If bonds are BANs,check only box 19b 20 If bonds are in the form of a-lease or Installment sale,check box . . . . . .. . . ► ❑ F_= r Part III Description of Bonds.Complete for the entire issue for which this form is being filed. (c)Stated redemption (d)Weighted (a)Final maturity date (b)Issue price (e)Yield price at maturity average maturity 21 $ $ - years % Part IV Uses of Proceeds of Bond Issue(including underwriters' discount) 22 Proceeds used for accrued interest 22 23 Issue price of entire issue(enter amount from line 21,column(b)) 23 24 Proceeds used for bond issuance costs(including underwriters discount) 24y-� 25 Proceeds used for credit enhancement 25 26 Proceeds allocated to reasonably required reserve or replacement fund 26 : z 27 Proceeds used to refund prior tax-exempt bonds.Complete Part V. 27 _ 28 Proceeds used to refund prior taxable bonds.Complete Part V . . . . 28 . `a4. 29 Total(add lines 24 through 28) 29 30 Nonrefundihg proceeds of the issue(subtract line 29 from line 23 and enter amount here) . . 30 =I Description of Refunded Bonds.Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . ► years 32 Enter the remaining weighted average Maturity of the taxable bonds to be refunded . . . . ► years 33 Enter the last date on which the refunded tax-exempt bonds will be called(MM/DD/YYYY) . . ► 34 Enter the date(s)the refunded bonds were issued►(MM/DD/YYYY) i For Paperwork Reduction Act Notice,see separate instructions. Cat.No.63773S Form 8038-G(Rev.9-2018) [EXHIBIT ii ,PAGE I f Notification of Tax Treatment to Tax-Exempt Lease/Purchase Agreement This Notification of Tax Treatment is pursuant to the Master Tax-Exempt Lease/Purchase Agreement dated as of September 30, 2021 and the related Property Schedule No. 1 dated September 30, 2021, between Lessor and Lessee (the "Agreement"). Lessee agrees that this Property Schedule SHOULD be subject to sales/use taxes X Lessee agrees that this Property Schedule should NOT be subject to sales/use taxes and Lessee has included our tax-exemption certificate with this document package Lessee agrees that this Property Schedule should NOT be subject to sales/use taxes and no tax-exemption certificate is issued to us by the State Lessee agrees that this Property Schedule is a taxable transaction and subject to any/all taxes Lessee agrees that this Property Schedule is subject to sales/use taxes and will pay those taxes directly to the State or Vendor IN WITNESS WHEREOF, Lessee has caused this Notification of Tax Treatment to be executed by their duly authorized representative. Lessee:City of Richmond :r9 By: Name: Title: I. 'EXHIBIT PAGE lc(.`oN3`' Form 8038-G(Rev.9-2018) Page 2 Part VI Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract tygk' (GIC).See instructions 36a b Enter the final maturity date of the.GIC►(MM/DD/YYYY) 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 ;-..t7 to other governmental units 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 bond►(MM/DD/YYYY) c Enter the EIN of the issuer of the master pool bond d Enter the name of the issuer of the master pool bond►. 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III)(small issuer exception),check box . . . . ► 0 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box. ► ❑ 41 a 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 ► ❑ j 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►(MM/DD/YYYY) Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge Signature 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 and process this return,to the person that I have authorized above. Consent Signature of issuer's authorized representative Date 'Type or print name and title Paid Print/Type preparer's name Preparer's signature Date Check.❑ if PTIN self-employed Preparer . Use Only Firm's name 1 Fimi's EIN 1 ! Firm's address 1 Phone no. Form 8038-G(Rev.9-2018) • EXHIBIT PAGE/0 Instructions for Form 8038-G ra Department of the Treasury Internal Revenue Service (Rev. September 2018) Information Return for Tax-Exempt Governmental Bonds Section references are to the Internal Revenue Who Must File A PDS can't deliver items to P.O. Code unless otherwise noted. boxes. You must use the U.S. CAUTION Postal Service to mail any item to Future Developments IF the Issue price THEN,for tax-exempt p (line 21,column(b)) governmental bonds an IRS P.O.box address., For the latest information about Is... Issued after December developments related to Form 8038-G and 31,1986,Issuers must Other Forms That May Be its instructions,such as legislation file... Required enacted after they were published,go to 1RS.crov/Form8038G. $100,000 or more a separate Form 8038-G For rebating arbitrage(or paying a penalty for each Issue. in lieu of arbitrage rebate)to the federal What's New less than$100,000 Form 8038-GC, government,use Form 8038-T,Arbitrage Information Return for Rebate,Yield Reduction and Penalty in The Tax Cuts and Jobs Act(P.L.115-97) small Tax-Exempt Lieu of Arbitrage Rebate. repealed the exclusion from gross income Governmental Bond for interest on bonds issued to advance Issues,Leases,and For private activity bonds,use Form refund tax-exempt bonds.The repeal Installment Sales. 8038,Information Return for Tax-Exempt applies to advance refunding bonds Private Activity Bond Issues. issued after 2017.A bond is an advance Roundingto Whole Dollars refunding bond If it is issued more than 90 When To File days before the redemption of the File Form 8038 G.on or before the 15th You can round off cents to whole dollars.If refunded bonds. day of the 2nd calendar month after the roundyou do round to whole dollars,you must The Tax Cuts and Jobs Act also close of the calendarquarter in which the amounts all amounts.nder50 e round,drop under cents and increase repealed the authority to issue tax-credit bond is issued.Form 8038-G may not be amounts from 50 to 99 cents to the next bonds and direct-pay bonds.The repeal filed before the issue date and must be dollar(for example,$1.39 becomes$1 applies to qualified forestry conservation completed based on the facts as of the and$2.50 becomes$3). bonds,new clean renewable energy issue date. bonds,qualified energy conservation If two or more amounts must be added bonds,qualified zone academybonds, Late filing. An issuer may be granted an extension of time to file Form 8038-G to figure the amount to enter on a line, and qualified school construction bonds include cents when adding the amounts issued after 2017.The authorityto issue under section 3 of Rev.Proc.2002-48, 2002-37 I.R.B.531,if it is determined that and round off only the total. recovery zone economic development the failure to file timely is not due to willful Definitions bonds and build America bonds expired neglect.Type or print at the top of the form on January 1,2011. Bond. This is any for Relief under section 3 of Rev. obligation,including Note. The creation of an advance Proc.2002-48"and attach a letter bond,note,commercial paper,installment refunding escrow account to advance explaining why Form 8038-G was not purchase agreement,or financing lease. refund tax-credit bonds and/or direct-pay submitted to the IRS on time.Also indicate Taxable bond. This is any bond the bonds may result in the reissuance of the whether the bond issue in question is interest on which is not excludable from bonds and the loss of the tax benefits. under examination by the IRS.Do not gross income under section 103.Taxable submit copies of the trust indenture or bonds include tax credit bonds and direct General Instructions other bond documents.See Where To File pay bonds. next. Purpose of Form Where To File Tax-exempt bond. This is any obligation, Form 8038-G is used by issuers including a bond,installment purchase tax-exempt governmental iusedbibonds of File Form 8038-G,and any attachments, agreement,or financial lease,on which xmpt IRS information with the Department of the Treasury, the interest is excluded from income under provideInternal Revenue Service Center,Ogden, section 103. required by section 149(e)and to monitor UT 84201. compliance with the requirements of Tax-exempt governmental bond. A sections 141 through 150. Private delivery services. You can use tax-exempt bond that is not a private certain private delivery services(PDS) activity.bond(see next)is a tax-exempt designated by the IRS to meet the'timely governmental bond.This includes a bond mailing as timely filing"rule for tax returns, issued by a qualified volunteer fire Go to IRS.gov/PDS for the current list of department under section 150(e). designated services. Private activity bond. This includes a The PDS can tell you how to get written bond issued as part of an issue in which: proof of the mailing date. • More than 10%of the proceeds are to For the IRS mailing address to use if be used for any private activity business you're using PDS,go to JRS:gov/ use;and PDSstreetAddresses. • More than 10%of the payment of principal or interest of the issue is either (a)secured by an interest in property to be used for a private business use(or Sep 17,2018 Cat.No.63774D EXHIBIT A PAGE 1 OF 3 • payments for such property),or(b)to be construction expenditures with respect to not enter the name and title of an officer or derived from payments for property(or property to be owned by a governmental other employee of the issuer here(use borrowed money)used for a private unit or a section 501(c)(3)organization. line 10a for that purpose). business use. 2. All the bonds that are part of the It also includes a bond,the proceeds of issue are qualified 501(c)(3)bonds,bonds Note. By authorizing a person other than which(a)are to be used directly or that are not private activity bonds,or an authorized officer or other employee of indirectly to make or finance loans(other private activity bonds issued to finance the issuer to communicate with the IRS than loans described in section 141(c)(2)) property to be owned by a governmental and whom the IRS may contact about this to persons other than governmental units, unit or a section 501(c)(3)organization. return,the issuer authorizes the IRS to and(b)exceeds the lesser of 5%of the communicate directly with the individual proceeds or$5 million. In lieu of rebating any arbitrage that entered on line 3a and consents to may be owed to the United States,the . disclose the issuer's return information to Issue price. The issue price of bonds is issuer of a construction issue may make that individual,as necessary,to process generally determined under Regulations an irrevocable election to pay a penalty. this return. section 1.148-1(f).Thus,when issued for The penalty is equal to 11/a%of the Lines 4 and 6. If you listed an individual cash,the issue price is the first price at amount of construction proceeds that do on line 3a to communicate with the IRS which a substantial amount of the bonds not meet certain spending requirements. and whom the IRS may contact about this are sold to the public.To determine the See section 148(f)(4)(C)and the return,enter the number and street(or issue price of a bond issued for property, Instructions for Form 8038-T. P.O box if mail is not delivered to street see sections 127and 1274 and the Pooled financing issue. This is an issue address),city,town,or post office,state, related regulations. of tax-exempt bonds,the proceeds of and ZIP code of that person.Otherwise, Issue. Generally, bonds are treated as which are to be used to finance purpose enter the issuer's number and street(or part of the same issue if they are issued by investments representing conduit loans to P.O.box if mail is not delivered to street the same issuer,on the same date,and in two or more conduit borrowers,unless address),city,town,or post office,state, a single transaction,or a series of related those conduit loans are to be used to and ZIP code. transactions(see Regulations section finance a single capital project. 1.149(e)-1(e)(2)).However,bonds issued Note. The address entered on lines 4 and during the same calendar year(a)under a Specific Instructions 6 is the address the IRS will use for all loan agreement under which amounts are written communications regarding the to be advanced periodically(a"draw-down Part I—Reporting Authority processing of this return,including any loan"),or(b)with a term not exceeding notices. 270 days,may be treated as part of the Amended return. An Issuer may file an amended return to change or add to the . Line 5. This line is for IRS use only.Do same issue if the bonds are equally and information reported on a previously filed not make any entries in this box. ratably secured under a single indenture return for the same date of issue.If you or loan agreement and are issued under a Line 7. The date of issue is generally the are filing to correct errors or change a first date on which the issuer physically common financing arrangement(for previously filed return,check the p Y y example,under the same official Amended Return box in the heading of the exchanges any bond included in the issue statement periodically updated to reflect for the underwriter's(or other purchaser's) changing factual circumstances).Also,for form. funds.For a lease or installment sale, bonds issued under a draw-down loan that The amended return must provide all enter the date interest starts to accrue in meet the requirements of the preceding the information reported on the original an MM/DD/YYYY format. sentence,bonds issued during different return,in addition to the new or corrected Line 8. If there Is no name of the issue, calendar years may be treated as part of information.Attach an explanation of the please provide other identification of the the same issue if all of the amounts to be reason for the amended return and write advanced under the draw-down loan are across the top,"Amended Return issue. reasonably expected to be advanced Explanation."Failure to attach an Line 9. Enter the CUSIP(Committee on within 3 years of the date of issue of-the explanation may result in a delay in Uniform Securities Identification first bond.Likewise,bonds(other than processing the form. Procedures)number of the bond with the private activity bonds)issued under a Line 1. The issuer's name is the name of latest maturity.If the issue does not have a single agreement that is in the form of a the entity issuing the bonds,not the name CUSIP number,write"None." lease or installment sale may be treated of the entity receiving the benefit of the Line 10a. Enter the name and title of the as part of the same issue if all of the financing.For a lease or installment sale, officer or other employee of the issuer property covered by that agreement is the issuer is the lessee or the purchaser. whom the IRS may call for more reasonably expected to be delivered information.If the issuer wishes to within 3 years of the date of issue of the Line 2. An issuer that does not have an designate a person other than an officer or first bond. employer identification number(EIN) other employee of the issuer(including a should apply online by visiting the IRS legal representative orpaid pre parer) • Arbitrage rebate. Generally,interest on website at IRS.gov/EIN.The organization g p p p ) a state or local bond is not tax exempt may also apply for an EIN by faxing or whom the IRS may call for more unless the issuer of the bond rebates to mailing Form SS-4 to the IRS. information about the return,enter the the United States arbitrage profits earned name,title,and telephone number of such from investing proceeds of the bond in Line 3a. If the Issuer wishes to authorize person on lines 3a and 3b. higher yieldingnon ur ose investments. a person other than an officer or other A9 p P Complete lines 10a and lob even See section 148(f). employee of the issuer(including a legal representative or paidpreparer)to if you complete lines 3a and 3b. Construction issue. This is an issue of communicate with the IRS and whom the CAUTION tax-exempt bonds that meets both of the IRS may contact about this return following conditions. (including in writing or by telephone),enter 1. At least 75%of the available the name of such person here.The person j construction proceeds are to be used for listed on line 3a must be an individual.Do -2- - 'EXHIBIT -A PAGE2't' OPd(3' I Part II—Type of Issue For column(e),the yield,as defined in in the same manner as on line 21,column section 148(h),is the discount rate that, (d). AElections referred to in Part II are when used to figure the present value of 34. If more than a sin made on the original bond all payments of principal and interest to be tax Line 34 t bonds or taxablele issue of b bonds will be CAUTION documents,not on this form. paid on the bond,produces an amount refunded enter the date of issue for each Identifythe type of bonds issued byequal to the purchase price,including Yp accrued interest.See Regulations section refunded issue.Enter the date in an entering the Issue price in the box 1.148-4 for specific rules to figure the yield MM/DD/YYYY format. corresponding to the type of bond(see on an issue.If the Issue is a variable rate Part VI—Miscellaneous Issue price under Definitions,earlier), issue,write"VR"as the yield of the issue. Attach a schedule listing names and EINs For other than variable rate issues,carry Line 35. An allocation of volume cap is of organizations that are to use proceeds re wired if the nonqualified amount for the of these bonds,if different from those of the yield out to four decimal places(for q examp ,le 5.3125%).If the issue is a lease issue is more than$15 million but is not the issuer,include a brief summary of the or installment sale,enter the effective rate more than the amount that would cause use and indicate whether or not such user of interest being paid, the issue to be private activity bonds. is a governmental or nongovernmental entity. Part IV—Uses of Proceeds of Line 36. If any portion of the gross Line 18. Enter a description of the issue Bond Issue proceeds of the issue is or will be invested in a guaranteed investment contract(GIC), in the space provided. For a lease or installment sale,write"N/A" as defined in Regulations section Line 19. If the bonds are short-term tax in the space to the right of the title for Part 1.148-1(b),enter the amount of the gross anticipation notes or warrants(TANs)or IV. proceeds so invested,as well as the final short-term revenue anticipation notes or Line 22. Enter the amount of proceeds maturity date of the GIC and the name of warrants(RANs),check box 19a.If the that will be used to pay interest on the the provider of such contract. bonds are short-term bond anticipation issue accruing prior to the date of issue. Line 37. If the issue is a pooled financing notes(BANs),issued with the expectation For definition of date of issue,see these issue(as defined under Pooled financing that they will be refunded with the instructions,line 7. issue in Definitions,earlier),enter the proceeds of long-term bonds at some amount of the proceeds used to make future date,check box 19b.Do not check Line 24. Enter the amount of the loans to other governmental units,the both boxes. proceeds that will be used to pay bond interest on which is tax exempt. issuance costs,including fees for trustees Line 20. Check this box if property other and bond counsel.If no bond proceeds Line 38. If the issue is a loan of proceeds than cash is exchanged for the bond,for will be used to pay bond issuance costs, from a pooled financing issue(as defined example,acquiring a police car,a fire enter zero.Do not leave this line blank. under Pooled financing issue in truck,or telephone equipment through a Definitions,earlier),check the box and series of monthly payments.(This type of Line 25. Enter the amount of the where asked for.the date of issue,EIN, bond is sometimes referred to as a proceeds that will be used to pay fees for and name of the issuer of the master pool "municipal lease.")Also check this box if credit enhancement that are taken into bond,enter the date of Issue,EIN,and real property is directly acquired in account in determining the yield on the name of the issuer of the pooled financing exchange for a bond to make periodic issue for purposes of section 148(h)(for issue. payments of interest and principal.Do not example,bond insurance premiums and check this box if the proceeds of the bond certain fees for letters of credit). Line 40. Check this box if the issue is a are received in the form of cash,even if Line 26. Enter the amount of proceeds construction issue and an irrevocable the term"lease"is used in the title of the that will be allocated to such a fund. election to pay a penalty in lieu of issue. arbitrage rebate has been made on or Line 27. Enter the amount of the before the date the bonds were issued. Part III—Description of Bonds proceeds that will be used to pay principal, The penalty is payable with a Form 8038-T Line 21. For column(a),the final maturity interest,or call premium on any for each 6-month period after the date the date is the last date the issuer must tax-exempt bonds,including proceeds bonds are issued.Do not make any redeem the entire issue. that will be used to fund an escrow payment of penalty in lieu of arbitrage account for this purpose. rebate with this form.See Rev.Proc. For column(b),see Issue price under 92-22,1992-1 C.B.736,for rules Definitions,earlier. Line 28. Enter the amount of the „ For column the redemption proceeds that will be used to pay principal, regarding the"election document. price at mn(c),o the statedie issue is the interest,or call premium on any taxable Line 41a, Check this box if the issuer sum of maturitystate redemption thentire bonds,including proceeds that will be has identified a hedge on its books and maturity thef each bond issued a prices part at the used to fund an escrow account for this records according to Regulations sections issue.For a lease or installment sale,write purpose. 1.148-4(h)(2)(viii)and 1.148-4(h)(5)that permit an issuer of tax-exempt bonds to "N/A"in column(c). Part V—Description of identify a hedge for it to be included in For column(d),the weighted average Refunded Bonds yield calculations for figuring arbitrage. maturity is the sum of the products of the Complete this part only if the bonds are to Line 42. In determining if the issuer has issue price of each maturity and the be used to refund a prior issue of super-integrated a hedge,apply the rules number of years to maturity(determined tax-exempt bonds or taxable bonds.For a of Regulations section 1.148-4(h)(4).If the separately for each maturity and by taking lease or installment sale,write"N/A"in the hedge is super-integrated,check the box. into account mandatory redemptions), space to the right of the title for Part V. divided by the issue price of the entire Line 43. If the issuer takes a"deliberate issue(from line21,column(b)).Fora. Lines 31 and 32. The remaining ( )) action"after the issue date that causes the lease or installment sale,enter instead the weighted average maturity is determined conditions of the private business tests or total number of years the lease or without regard to the refunding.The weighted average maturityis determined the privatesuch financing testse private sale will be outstanding. 9 9 then such issue Is also an issue of -3- !EXHIBIT T}- PAGE 23 0FIT3 activity bonds.Regulations section name and title of the person signing Form United States,You are required to give us. 1.141-2(d)(3)defines a deliberate action 8038-G.The authorized representative of the information.We need it to ensure that as any action taken by the issuer that is the issuer signing this form must have the you are complying with these laws. within its control regardless of whether authority to consent to the disclosure of there is intent to violate such tests. the issuer's return information,as You are not required to provide the Regulations section 1.141-12 explains the necessary to process this return,to the information requested on a form that is conditions to taking remedial action that person(s)that have been designated in subject to the Paperwork Reduction Act prevent an action that causes an issue to Form 8038-G. unless the form displays a valid OMB meet the private business tests or private control number.Books or records relating loan financing test from being treated as a Note. If the Issuer in Part I,lines 3a and to a form or its instructions must be deliberate action.Check the box if the 3b,authorizes the IRS to communicate retained as long as their contents may issuer has established written procedures (including in writing and by telephone)with become material in the administration of to ensure timely remedial action for all a person other than an officer or other any Internal Revenue law.Generally,tax nonqualified bonds according to employee of the issuer,by signing this returns and return information are Regulations section 1.141-12 or other form,the issuer's authorized confidential,as required by section 6103. remedial actions authorized by the representative consents to the disclosure Commissioner under Regulations section of the issuer's return information,as The time needed to complete and file 1.141-12(h). necessary to process this return,to such this form varies depending on individual person. - circumstances.The estimated average Line 44. Check the box if the issuer has time is: established written procedures to monitor Paid Preparer compliance with the arbitrage,yield If an authorized officer of the issuer filled in Learning about the law or 2 hr.,41 min. restriction,and rebate requirements of this return,the paid preparer's space the form section 148. should remain blank.Anyone who Preparing,copying, 3 hr.,3 min. Line 45a. Check the box if some part of prepares the return but does not charge assembling,and sending the proceeds was used to reimburse the organization should not sign the the form to the IRS expenditures.Figure and then enter the return.Certain others who prepare the amount of proceeds that are used to return should not sign.For example,a reimburse the issuer for amounts paid for regular,full-time employee of the issuer, If you have comments concerning the a qualified purpose prior to the issuance of such as a clerk,secretary,etc.,should not the bonds.See Regulations section sign. accuracy of these time estimates or 1.150-2. suggestions for making this form simpler, Generally,anyone who is paid to we would be happy to hear from you.You Line 45b. An issuer must adopt an official prepare a return must sign it and fill in the can send us comments through IRS.gov/ intent to reimburse itself for preissuance other blanks in the Paid Preparer Use Only FormComments. expenditures within 60 days after payment' area of the return. of the original expenditure unless Or you can write to: excepted by Regulations section The paid preparer must: 1.150-2(f).Enter the date the official intent • Sign the return in the space provided Internal Revenue Service was adopted.See Regulations section for the preparer's signature(a facsimile Tax Forms and Publications 1.150-2(e)for more information about signature is acceptable), 1111 Constitution Ave.NW,IR-6526 official intent. • Enter the preparer information,and Washington,DC 20224 Signature and Consent. • Give a copy of the return to the issuer. 9 Do not send the form to this address. An authorized representative of the issuer Paperwork Reduction Act Notice. We Instead,see Where To File,earlier, must sign Form 8038-G and any ask for the information on this form to carry applicable certification.Also print the out the Internal Revenue laws of the -4- EXHIBIT A- PAGE ?. `ri"3 a , VEHICLE TITLING ADDENDUM Master Tax-Exempt Lease/Purchase Agreement dated September 30, 2021 and related Property Schedule No. 1 dated September 30, 2021, between City of Richmond as Lessee and U.S. Bancorp Government Leasing and Finance, Inc. as Lessor. 1. Lessor and Lessee hereby agree to amend the above referenced Agreement to add additional terms and conditions as set forth below: Lessee agrees that it will provide to Lessor the original title documentation to the Equipment. Lessee shall provide such title documentation to Lessor within 15 days of Lessee's receipt of such title documentation from the appropriate titling authority. Lessee's failure to provide Lessor with title documentation to the Equipment in a timely fashion shall be deemed a condition of Default as defined in the default paragraph herein subject to remedies available to Lessor pursuant to the remedies paragraph. 2. Location: Lessor agrees that in regard to the location of the equipment, Lessee must be responsible for maintaining records showing the location of each piece of Leased equipment. Lessee will report this location to Lessor upon written request by Lessor. Failure to do so shall constitute a breach of the Agreement, which default shall be governed by the terms and conditions specified in the default and/or remedies paragraph of the Agreement. 3. Lessee will complete the physical titling of the vehicle as required by the state of Lessee's residence and guarantee U.S. Bancorp Government Leasing and Finance, Inc. that U.S. Bancorp Government Leasing and Finance, Inc. will receive the original title to the leased vehicle in a timely manner. Lessee agrees to indemnify U.S. Bancorp Government Leasing and Finance, Inc. from any damage or loss it incurs, including legal fees, due to its failure to complete its agreement herein. THE APPLICATION FOR TITLE MUST INCLUDE THE FOLLOWING AS 1ST LIEN HOLDER: U.S.BANCORP GOVERNMENT LEASING AND FINANCE,INC. • 1310 MADRID STREET MARSHALL,MN 56258 By signing this Addendum, Lessee acknowledges the above changes to the Agreement and authorizes Lessor to make such changes. In all other respects the terms and conditions of the Agreement remain in full force and effect. Lessor: U.S. Bancorp Government Leasing Lessee:City of Richmond and Finance,Inc. > By: By: r ja/ Name: Name: Title: Title: , �'uA Date: Date: {EXHIBIT II_I AG ESCROW AGREEMENT THIS ESCROW AGREEMENT("Escrow Agreement") is made as of September 30, 2021 by and among U.S. Bancorp Government Leasing and Finance, Inc. ("Lessor"), City of Richmond ("Lessee') and U.S. BANK NATIONAL ASSOCIATION, as escrow agent("Escrow Agent"). Lessor and Lessee have heretofore entered into that certain Master Tax-Exempt Lease/Purchase Agreement dated as of September 30, 2021 (the "Master Agreement') and a Property Schedule No. 1 thereto dated September 30, 2021 (the "Schedule" and, together with the terms and conditions of the Master Agreement incorporated therein, the 'Agreement'). The Schedule contemplates that certain personal property described therein (the "Equipment') is to be acquired from the vendor(s) or manufacturer(s)thereof(the"Vendor"). After acceptance of the Equipment by Lessee, the Equipment is to be financed by Lessor to Lessee pursuant to the terms of the Agreement. The Master Agreement further contemplates that Lessor will deposit an amount equal to the anticipated aggregate acquisition cost of the Equipment (the "Purchase Price'), being $358,173.00, with Escrow Agent to be held in escrow and applied on the express terms set forth herein. Such deposit, together with all interest and other additions received with respect thereto (hereinafter the "Escrow Fund') is to be applied to pay the Vendor its invoice cost(a portion of which may, if required, be paid prior to final acceptance of the Equipment by Lessee); and, if applicable, to reimburse Lessee for progress payments already made by it to the Vendor of the Equipment. The parties desire to set forth the terms on which the Escrow Fund is to be created and to establish the rights and responsibilities of the parties hereto. Now,THEREFORE, in consideration of the sum of Ten Dollars ($10.00) in hand paid, and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the parties agree as follows: 1. Escrow Agent hereby agrees to serve as escrow agent upon the terms and conditions set forth herein. The moneys and investments held in the Escrow Fund are for the benefit of Lessee and Lessor, and such moneys, together with any income or interest earned thereon, shall be expended only as provided in this Escrow Agreement, and shall not be subject to levy or attachment or lien by or for the benefit of any creditor of either Lessee or Lessor. Lessor, Lessee and Escrow Agent intend that the Escrow Fund constitute an escrow account in which Lessee has no legal or equitable right, title or interest until satisfaction in full of all conditions contained herein for the disbursement of funds by the Escrow Agent therefrom. However, if the parties' intention that Lessee shall have no legal or equitable right, title or interest until all conditions for disbursement are satisfied in full is not respected in any legal proceeding, the parties hereto intend that Lessor have a security interest in the Escrow Fund, and such security interest is hereby granted by Lessee to secure payment of all sums due to Lessor under the Master Agreement. For such purpose, Escrow Agent hereby agrees to act as agent for Lessor in connection with the perfection of such security interest and agrees to note, or cause to be noted, on all books and records relating to the Escrow Fund, the Lessor's interest therein. 2. On such day as is determined to the mutual satisfaction of the parties (the `Closing Date"), Lessor shall deposit with Escrow Agent cash in the amount of the Purchase Price, to be held in escrow by Escrow Agent on the express terms and conditions set forth herein. On the Closing Date, Escrow Agent agrees to accept the deposit of the Purchase Price by Lessor, and further agrees to hold the amount so deposited together with all interest and other additions received with respect thereto, as the Escrow Fund hereunder, in escrow on the express terms and conditions set forth herein. 3. Escrow Agent shall at all times segregate the Escrow Fund into an account maintained for that express purpose, which shall be clearly identified on the books and records of Escrow Agent as being held in its capacity as Escrow Agent. Securities and other negotiable instruments comprising the Escrow Fund from time to time shall be held or registered in the name of Escrow Agent (or its nominee). The Escrow Fund shall not, to the extent permitted by applicable law; be subject to levy or attachment or lien by or for the benefit of any creditor of any.of the parties hereto (except with respect to the security interest therein held by Lessor). 4. The cash comprising the Escrow Fund from time to time shall be invested and reinvested by Escrow Agent in one or more investments as directed by Lessee. Absent written direction from Lessee, the cash will be invested in the U.S. Bank National Association Money Market Deposit Fund. See Exhibit 1 Investment Direction Letter. Lessee represents and warrants to Escrow Agent and Lessor that the investments selected by Lessee for investment of the LEXHIBIT PAG 1 Escrow Fund are permitted investments for Lessee under all applicable laws. Escrow Agent will use due diligence to collect amounts payable under a check or other instrument for the payment of money comprising the Escrow Fund and shall promptly notify Lessee and Lessor in the event of dishonor of payment under any such check or other instruments. Interest or other amounts earned and received by Escrow Agent with respect to the Escrow Fund shall be deposited in and comprise a part of the Escrow Fund. Escrow Agent shall maintain accounting records sufficient to permit calculation of the income on investments and interest earned on deposit of amounts held in the Escrow Fund. The parties acknowledge that to the extent regulations of the Comptroller of Currency or other applicable regulatory entity grant a right to receive brokerage confirmations of security transactions of the escrow,the parties waive receipt of such confirmations, to the extent permitted by law. The Escrow Agent shall furnish a statement of security transactions on its regular monthly reports. Attached as Exhibit 6 is the Class Action Negative Consent Letter to be reviewed by Lessee. 5. Upon request by Lessee and Lessor, Escrow Agent shall send monthly statements of account to Lessee and Lessor, which statements shall set forth all withdrawals from and interest earnings on the Escrow Fund as well as the investments in which the Escrow Fund is invested. 6. Escrow Agent shall take the following actions with respect to the Escrow Fund: (a) Upon Escrow Agent's acceptance of the deposit of the Purchase Price, an amount equal to Escrow Agent's acceptance fee, as set forth on Exhibit 2 hereto, shall be disbursed from the Escrow Fund to Escrow Agent in.payment of such fee. (b) Escrow Agent shall pay costs of the Equipment upon receipt of a duly executed Requisition Request (substantially in the format of Exhibit 3) signed by Lessor and Lessee. Lessee's authorized signatures are provided in Exhibit 5 attached hereto. Escrow Agent will use best efforts to process requests for payment within one (1) business day of receipt of requisitions received prior to 2:00 p.m. Central Time. The final Requisition shall be accompanied by a duly executed Final Acceptance Certificate form attached as Exhibit 4 hereto. Escrow Agent is authorized but shall not be required to seek confirmation of such instructions by telephone call-back to any person designated by the instructing party on Exhibit 5 hereto, and Escrow Agent may rely upon the confirmation of anyone purporting to be a.person so designated. The persons and telephone numbers for call-backs may be changed only in writing actually received and acknowledged by Escrow Agent and shall be effective only after Escrow Agent has a reasonable opportunity to act on such changes. If Escrow Agent is unable to contact any of the designated representatives identified in Exhibit 5, Escrow Agent is hereby authorized but shall be under no duty to seek confirmation of such instructions by telephone call-back to any one or more of Lessee's or Lessor's executive officers ("Executive Officers"), as Escrow Agent may select. Such Executive Officer shall deliver to Escrow Agent a fully executed incumbency certificate, and Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. Lessee and Lessor agree that Escrow Agent may at its option record any telephone calls made pursuant to this Section. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Lessee and Lessor to identify (i)the beneficiary, (ii)the beneficiary's bank, or(iii) an intermediary bank, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary's bank or an intermediary bank so designated. Lessee and Lessor acknowledge that these optional security procedures are commercially reasonable. (c) Upon receipt by Escrow Agent of written notice from Lessor that an Event of Default or an Event of Nonappropriation (if provided for under the Master Agreement) has occurred under the Agreement, all funds then on deposit in the Escrow Fund shall be paid to Lessor for application in accordance with the Master Agreement, and this Escrow Agreement shall terminate. (d) Upon receipt by Escrow Agent of written notice from Lessor that the purchase price of the Equipment has been paid in full, Escrow Agent shall pay the funds then on deposit in the Escrow Fund to Lessor to be applied first to the next Lease Payment due under the Master Agreement, and second,to prepayment of the principal component of Lease Payments in inverse order of maturity without premium. To the, extent the Agreement is not subject to prepayment, Lessor consents to such prepayment to the extent of such prepayment amount from the Escrow Fund. Upon disbursement of all amounts in the Escrow Fund, this Escrow Agreement shall terminate. EXHIBIT• i PAGE/~i:.O .3..� (e) This Escrow Agreement shall terminate upon the distribution of all the amounts in the Escrow Fund pursuant to any applicable provision of this Agreement, and Escrow Agent will thereafter have no further obligation or liability whatsoever with respect to this Agreement. 7. The fees and expenses, including any legal fees, of Escrow Agent incurred in connection herewith shall be the responsibility of Lessee. The basic fees and expenses of Escrow Agent shall be as set forth on Exhibit 2 and Escrow Agent is hereby authorized to deduct such fees and expenses from the Escrow Fund as and when the same are incurred without any further authorization from Lessee or Lessor. Escrow Agent may employ legal counsel and other experts as it deems necessary for advice in connection with its obligations hereunder. Escrow Agent waives any claim against Lessor with respect to compensation hereunder. 8. Escrow Agent shall have no liability for acting upon any written instruction presented by Lessor in connection with this Escrow Agreement, which Escrow Agent in good faith believes to be genuine. Furthermore, Escrow Agent shall not be liable for any act or omission in connection with this Escrow Agreement except for its own negligence, willful misconduct or bad faith. Escrow Agent shall not be liable for any loss or diminution in value of the Escrow Fund as a result of the investments made by Escrow Agent. 9. Escrow Agent may resign at any time by giving thirty(30) days' prior written notice to Lessor and Lessee. Lessor may at any time remove Escrow Agent as Escrow Agent under this Escrow Agreement upon written notice to Lessee and Escrow Agent. Such removal or resignation shall be effective on the date set forth in the applicable notice. Upon the effective date of resignation or removal, Escrow Agent will transfer the Escrow Fund to the successor Escrow Agent selected by Lessor. 10. Lessee hereby represents, covenants and warrants that pursuant to Treasury Regulations Section 1.148- 7(d), the gross proceeds of the Agreement will be expended for the governmental purposes for which the Agreement was entered into, as follows: at least 15% within six months after the Commencement Date, such date being the date of deposit of funds into the Escrow_Fund, at least 60%within 12 months after the Commencement Date,and 100%within 18 months after the Commencement Date. If Lessee is unable to comply with Section 1.148-7(d) of the Treasury Regulations, Lessee shall, at its sole expense and cost,compute rebatable arbitrage on the Agreement and pay rebatable arbitrage to the United States at least once every five years, and within.60 days after payment of the final rental or Lease Payment due under the Agreement. 11. In the event of any disagreement between the undersigned or any of them, and/or any other person, resulting in adverse claims and demands being made in connection with or for any moneys involved herein or affected hereby, Escrow Agent shall be entitled at its option to refuse to comply with any such claim or demand, so long as such disagreement shall continue, and in so refusing Escrow Agent may refrain from making any delivery or other disposition of any moneys involved herein or affected hereby and in so doing Escrow Agent shall not be or become liable to the undersigned or any of them or to any person or party for its failure or refusal to comply with such conflicting or adverse demands,and Escrow Agent shall be entitled to continue so to refrain and refuse so to act until: (a) the rights of the adverse claimants have been finally adjudicated in a court assuming and having jurisdiction of the parties and the moneys involved herein or affected hereby; or (b) all differences shall have been adjusted by Master Agreement and Escrow Agent shall have been notified thereof in writing signed by all of the persons interested. 12. All notices (excluding billings and communications in the ordinary course of business) hereunder shall be in writing, and shall be sufficiently given and served upon the other party if delivered (a)personally, (b) by United States registered or certified mail, return receipt requested, postage prepaid, (c)by an overnight delivery by a service such as Federal Express or Express Mail from which written confirmation of overnight delivery is available, (d) by facsimile with a confirmed receipt or (e) by email by way of a PDF attachment thereto. Notice shall be effective upon receipt except for notice via email, which shall be effective only when the Recipient, by return email or notice delivered by other method provided for in this Section, acknowledges,having received that email (with an automatically generated receipt or similar notice not constituting an acknowledgement of an email receipt for purposes of this Section). Escrow Agent shall have the right to accept and act upon any notice, instruction, or other communication, including any funds transfer instruction; (each, a "Notice") received pursuant to this Agreement by electronic transmission (including by e-mail, facsimile transmission, web portal or other electronic methods) and shall not have any duty to confirm that the person sending such Notice is, in fact, a person authorized to do so. Electronic signatures believed by Escrow Agent to comply with the ESIGN Act of 2000 or other applicable law (including electronic images of handwritten signatures.and EXH1B17, }ar PAG5 C F � digital signatures provided by DocuSign, Orbit, Adobe Sign or any other digital signature provider identified by any other party hereto and acceptable to Escrow Agent) shall be deemed original signatures for all purposes. Each other party assumes all risks arising out of the use of electronic signatures and electronic methods to send Notices to Escrow Agent, including without limitation the risk of Escrow Agent acting on an unauthorized Notice, and the risk of interception or misuse by third parties. Notwithstanding the foregoing, Escrow Agent may in any instance and in its sole discretion require that a Notice in the form of an original document bearing a manual signature be delivered to Escrow Agent in lieu of, or in addition to, any such electronic Notice. 13. This Escrow Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns. No rights or obligations of Escrow Agent under this Escrow Agreement may be assigned without the prior written consent of Lessor. 14. This Escrow Agreement shall be governed by and construed in accordance with the laws in the state of the Escrow Agent's location. This Escrow Agreement constitutes the entire Agreement between the parties hereto with respect to the subject matter hereof, and no waiver, consent, modification or change of terms hereof shall bind any party unless in writing signed by all parties. 15. This Escrow Agreement and any written direction may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement or direction. IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be duly executed as of the day and year first above set forth. U.S. Bancorp Government Leasing and Finance, Inc., as Lessor By: Name: Title: Address: 13010 SW 68°i Parkway,Suite 100 Portland, OR 97223 City of Richmond,as Lessee By: :4; •Name: Title: �OF Address:50 •.• 5th Street Richmond,IN 47374 U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent By: Name: Title: Address: U.S.Bank National Association Global Corporate Trust 95017th Street, 5th Floor Denver, CO 80202 -v4 A EXHIBIT'I U.S. BANK NATIONAL ASSOCIATION MONEY MARKET ACCOUNT AUTHORIZATION FORM DESCRIPTION AND TERMS The U.S. Bank Money Market account is a U.S. Bank National Association ("U.S. Bank") interest-bearing money market deposit account designed to meet the needs of U.S. Bank's Corporate Trust Services Escrow Group and other Corporate Trust customers of U.S. Bank. Selection of this investment includes authorization to place funds on deposit and invest with U.S. Bank. U.S. Bank uses the daily balance method to calculate interest on this account(actual/365 or 366). This method applies a daily periodic rate to the principal balance in the account each day. Interest is accrued daily and credited monthly to the account. Interest rates are determined at U.S. Bank's discretion, and may be tiered by customer deposit amount. The owner of the account is U.S. Bank as Agent for its trust_customers. U.S. Bank's trust department performs all account deposits and withdrawals. Deposit accounts are FDIC Insured per depositor, as determined under FDIC Regulations, up to applicable FDIC limits. AUTOMATIC AUTHORIZATION In the absence of specific written direction to the contrary, U.S. Bank is hereby directed to invest and reinvest proceeds and other available moneys in the U.S. Bank Money Market Account. The U.S. Bank Money Market Account is a permitted investment under the operative documents and this authorization is the permanent direction for investment of the moneys until notified in writing of alternate instructions. City of Richmond Company Name Signature of Authorized Directing Party • Trust Account Number — includes existing and Title/Date future sub-accounts unless otherwise directed • l_EXHIBIT A P.ribt3e>.OF-tI31 p • EXHIBIT 2 Schedule of Fees for Services as Escrow Agent Equipment Lease Purchase Escrow • CTS01010A Acceptance Fee The acceptance fee includes the administrative review of WAIVED documents, initial set-up of the account,and other reasonably required services up to and including the closing. This is a one-time, non-refundable fee, payable at closing. CTS04460 Escrow Agent Annual fee for the standard escrow agent services WAIVED associated with the administration of the account. Administration fees are payable in advance. Direct Out of Pocket Expenses Reimbursement of expenses associated At Cost with the performance of our duties,including but not limited to publications, legal counsel after the initial close,travel expenses and filing fees. Extraordinary Services Extraordinary Services are duties or responsibilities of an unusual nature,including termination, but not provided for in the governing documents or otherwise set forth in this schedule.A reasonable charge will be assessed based on the nature of the services and the responsibility involved.At our option,these charges will be billed at a flat fee or at our hourly rate then in effect. Account approval is subject to review and qualification. Fees are subject to change at our discretion and upon written notice. Fees paid in advance will not be prorated. The fees set forth above and any subsequent modifications thereof are part of your agreement. Finalization of the transaction constitutes agreement to the above fee schedule, including agreement to any subsequent changes upon proper written notice. In the event your transaction is not finalized, any related out-of-pocket expenses will be billed to you directly. Absent your written instructions to sweep or otherwise invest, all sums in your account will remain uninvested and no accrued interest or other compensation will be credited to the account. Payment of fees constitutes acceptance of the terms and conditions set forth. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT: 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 person who opens an account. For a non-individual person such as a business entity, a charity, a Trust or other legal entity we will ask for documentation to verify its formation and existence as a legal entity.We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. EXHIBIT PAGE a r EXHIBIT 3 REQUISITION REQUEST The Escrow Agent is hereby requested to pay from the Escrow Fund established and maintained under that certain Escrow Agreement dated as of September 30, 2021 (the "Escrow Agreement') by and among U.S. Bancorp Government Leasing and Finance, Inc. (the "Lessor"), City of Richmond (the "Lessee"), and U.S. Bank National Association (the "Escrow Agent"), the amount set forth below to the named payee(s). The amount shown is due and payable under a purchase order or contract(or has been paid by and not previously reimbursed to Lessee) with respect to equipment being financed under that certain Master Tax-Exempt Lease Purchase Agreement dated as of September 30, 2021 (the"Master Agreement')and Property Schedule No. 1 thereto dated September 30, 2021 (the "Schedule" and, together with the terms and conditions of the Master Agreement incorporated therein, the "Agreement"), by and between the Lessor and the Lessee, and has not formed the basis of any prior requisition request. Pursuant to Section 6(b)of the above-referenced Escrow Agreement, Lessor and Lessee hereby instruct Escrow Agent to disburse funds from the Escrow Account to Payee, as provided below: Payee:. Amount: WirelACH Check Bank Name: Name: Bank Address: Address 1: ABA No.: Address 2: Account Name: City/State Account No.: Zip Code: Payee: Amount: Wire/ACH Check Bank Name: Name: Bank Address: Address 1: ABA No.: Address 2: Account Name: City/State Account No.: Zip Code: Payee: Amount: Wire/ACH Check Bank Name: Name: Bank Address: Address 1: ABA No.: Address 2: Account Name: City/State Account No.: Zip Code: The undersigned, as Lessee under the Master Agreement,hereby certifies: 1. The items of the Equipment being acquired with the proceeds of this disbursement have been delivered and installed at the location(s) contemplated by the Master Agreement. The Lessee has conducted such inspection and/or testing of the Equipment being acquired with the proceeds of this disbursement as it deems necessary and appropriate, and such Equipment has been accepted by Lessee. 2. The costs of the Equipment to be paid from the proceeds of this disbursement have been properly incurred, are a proper charge against the Escrow Fund and have not been the basis of any previous disbursement. 3. No part of the disbursement requested hereby will be used to pay for materials not yet incorporated into the Equipment or for services not yet performed in connection therewith. EXHIBIT �3 PAGE 5 OF 4. The Equipment is covered by insurance in the types and amounts required by the Agreement. 5. No Event of Default or Event of Nonappropriation (if applicable), as each such term is defined in the Master Agreement, and no event which with the giving of notice or lapse of time, or both,would become such an Event of Default or Event of Nonappropriation has occurred and is continuing on the date hereof. 6. If Lessee paid an invoice prior to the commencement date of the Master Agreement, and is requesting reimbursement for such payment, Lessee has satisfied the requirements for reimbursement set forth in Treas. Reg. §1.150-2. Request Date: Lessor: U.S. Bancorp Government Leasing and Lessee: City of Richmond Finance, Inc. OY By: By: �a�T p Name: Name: O\®�w.. - Title: Title: • • 1TPAdETo1 a Exhibit 4 Final Acceptance Certificate U.S. Bancorp Government Leasing and Finance, Inc. 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 Re: Property Schedule No. 1 to Master Tax-Exempt Lease/Purchase Agreement between U.S. Bancorp Government Leasing and Finance, Inc.and City of Richmond Ladies and Gentlemen: In accordance with the above-referenced Master Tax-Exempt Lease/Purchase Agreement (the "Master Agreement"), the undersigned ("Lessee") hereby certifies and represents to, and agrees with, U.S. Bancorp Government Leasing and Finance, Inc.("Lessor"), as follows: (1) The Property, as such terms are defined in the above-referenced Property Schedule, has been acquired, made, delivered, installed and accepted on the date indicated below. (2) Lessee has conducted such inspection and/or testing of the Property as it deems necessary and appropriate and hereby acknowledges that it accepts the Property for all purposes. (3) No event or condition that,constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default or a Nonappropriation Event (as such terms are defined in the Master Agreement) exists at the date hereof. Acceptance Date: Lessee: City of Richmond . By: Name: ���\'� ef,t Title: EXHIBIT -PAGE(3c-(0! ; e » Exhibit 5 Each of the following person(s)is a Lessee Representative authorized to execute escrow documents and direct Escrow Agent as to all matters, including fund transfers, address changes and contact information changes, on Recipient's behalf(only one signature required): Name Specimen signature Telephone No Name Specimen signature Telephone No Name Specimen signature Telephone No (Note:if only one person is identified above,please add the following language:) The following persons(not listed above)are authorized for call-back confirmations: Name Telephone Number Name Telephone Number Name Telephone Number EXHIBIT PAGE OF . Exhibit 6 Class Action Negative Consent Letter September 30,2021 City of Richmond 50 North 5th Street Richmond, IN 47374 RE: USBGLF/City of Richmond--Class Action Litigation Claims Dear Emily Palmer: U.S. Bank National Association ("U.S. Bank") has established its policies and procedures relative to class action litigation claims filed on behalf of its clients' accounts. This policy may impact future claims filed by U.S. Bank on behalf of the above-referenced account. Listed below are the policies regarding class action litigation claims: 1. U.S. Bank will file class action litigation claims, at no charge, on behalf of open, eligible agency or custody accounts upon receipt of proper documented authorization. This notice,with your ability to opt out as further described below,constitutes such documented authorization. 2. U.S. Bank will not file claims for agency or custody accounts that were open during the class action period but were closed prior to receipt of any notice of the class action litigation. 3. Assuming requisite information is provided by the payor to identify the applicable account, settlement proceeds of the class action litigation will be posted within a reasonable time following receipt of such proceeds to the entitled accounts that are open at such time. If entitled accounts are closed prior to distribution and receipt of settlement proceeds, they will be remitted to entitled beneficiaries or successors of the account net of any research and filing fees. Proceeds, less any research and filing fees,will be escheated if the entitled beneficiaries or successors of the account cannot be identified/located. If you wish U.S. Bank to continue to file class action litigation proofs of claim on behalf of your account, you do not need to take any further action. However, if you do not wish U.S. Bank to file class action proofs of claim on behalf of your account, you may notify us of this election by returning this letter with your signature and date provided below within 30 days or by filing a separate authorization letter with your Account Manager by the same date. The authorization and understanding contained in this communication constitutes an amendment of any applicable provisions of the account document for the above-referenced account. If you have any questions, please contact me at the below number. Sincerely, Mike McGuire Vice President 303-585-4594 ❑ No, U.S. Bank is not authorized to file class action litigation proofs of claim on behalf of the above-referenced account(s). By making this election, I acknowledge that U.S. Bank is not responsible for forwarding notices received on class action or litigation claims. Authorized Signature EXHinIT PAGE3.C;QF:LLT.:l • ,A' Request for Taxpayer Form ■f -9 Give Form to the (Rev.October2018) Identification Number and Certification requester.Do not Department of the Treasury send to the IRS. Internal Revenue Service ►Go to www.its.gov/FormW9 for instructions and the latest information. 1 Name(as shown on your income tax return).Name is required on this line;do not leave this line blank. 2 Business name/disregarded entity name,if different from above 3 Check appropriate box for federal tax classification of the person whose name Is entered on line 1,Check onlyone of the 4 Exemptions(codes apply onlyto P P PPy m following seven boxes. certain entitles,not individuals;see ca Instructions on page 3); o ❑ individual/sole proprietor or ❑ C Corporation ❑S Corporation ❑ Partnership ❑Trust/estate a; single-member LLC Exempt payee code(if any) 4-70 ❑ Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)► _ `o« Note:Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting c rn LLC If the LLC Is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is any) 4 another LLC that Is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that code it is disregarded from the owner should check the appropriate box for the tax classification of its owner. rJ ❑ Other(see instructions)► (Applies to accounts maintained outside the U.S.) to 5 Address(number,street,and apt,or suite no.)See instructions. Requester's name and address(optional) at m 6 City,state,and ZIP code 7 List account number(s)here(optional) Part I Taxpayer Identification Number(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid 1 Social security number backup withholding.For individuals,this is generally your social security number(SSN).However,for a resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other — - entities,it is your employer identification number(EiN).If you do not have a number,see How to get a TIN,later. or Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and Employer identification number Number To Give the Requester for guidelines on whose number to enter. Certification Under penalties of perjury,I certify that: 1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2.1 am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3.I am a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the instructions for Part II,later. Sign Signature of Here U.S.person► Date► General Instructions •Form 1099-DIV(dividends,including those from stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise •Form 1099-MISC(various types of income,prizes,awards,or gross noted, proceeds) Future developments.For the latest information about developments •Form 1099-B(stock or mutual fund sales and certain other related to Form W-9 and its instructions,such as legislation enacted transactions by brokers) after they were published,go to www.irs.gov/FormW9. •Form 1099-S(proceeds from real estate transactions) Purpose of Form •Form 1099-K(merchant card and third party network transactions) An individual or entity(Form W-9 requester)who is required to file an •Form 1098(home mortgage Interest),1098-E(student loan interest), information return with the IRS must obtain your correct taxpayer 1098-T(tuition) identification number(TIN)which may be your social security number •Form 1099-C(canceled debt) (SSN),individual taxpayer identification number(ITIN),adoption •Form 1099-A(acquisition or abandonment of secured property) taxpayer identification number(ATIN),or employer identification number (EIN),to report on an information return the amount paid to you,or other Use Form W-9 only if you are a U.S.person(including a resident amount reportable on an information return.Examples of Information alien),to provide your correct TIN. returns include,but are not limited to,the following. If you do not return Form W-9 to the requester with a TIN,you might •Form 1099-INT(interest earned or paid) be subject to backup withholding.See What is backup withholding, • later. • Cat.No.10231X Form W-9(Rev.10-2018) EXHIBIT A. PAGE31 OFL( I • Form W-9(Rev.10-2018) Page 2 By signing the filled-out form,you: Example.Article 20 of the U.S.-China income tax treaty allows an 1.Certify that the TIN you are giving is correct(or you are waiting for a exemption from tax for scholarship income received by a Chinese number to be issued), student temporarily present in the United States.Under U.S.law,this 2.Certifythatyou are not to backupwithholding,or student will become a resident alien for tax purposes if his or her stay in subjectthe United States exceeds 5 calendar years.However,paragraph 2 of 3.Claim exemption from backup withholding if you are a U.S.exempt the first Protocol to the U.S,-China treaty(dated April 30,1984)allows payee.If applicable,you are also certifying that as a U.S.person,your the provisions of Article 20 to continue to apply even after the Chinese allocable share of any partnership income from a U.S.trade or business student becomes a resident alien of the United States.A Chinese is not subject to the withholding tax on foreign partners'share of student who qualifies for this exception(under paragraph 2 of the first effectively connected income,and protocol)and is relying on this exception to claim an exemption from tax 4.Certify that FATCA code(s)entered on this form(if any)indicating on his or her scholarship or fellowship income would attach to Form that you are exempt from the FATCA reporting,Is correct.See What is W-9 a statement that includes the information described above to FATCA reporting,later,for further information. support that exemption. Note:If you are a U.S.person and a requester gives you a form other If you are a nonresident alien or a foreign entity,give the requester the than Form W-9 to request your TIN,you must use the requester's form if appropriate completed Form W-8 or Form 8233. it is substantially similar to this Form W-9. Backup Withholding Definition of a U.S.person.For federal tax purposes,you are considered a U.S.person if you are: What is backup withholding?Persons making certain payments to you ■An Individual who is a U.S.citizen or U.S.resident alien; must under certain conditions withhold and pay to the iRS 24%of such payments.This is called"backup withholding." Payments that may be ■A partnership,corporation,company,or association created or subject to backup withholding include interest,tax-exempt interest, organized in the United States or under the laws of the United States; dividends,broker and barter exchange transactions,rents,royalties, ■An estate(other than a foreign estate);or nonemployee pay,payments made in settlement of payment card and •A domestic trust defined in Regulations section 301.7701 7), third party network transactions,and certain payments from fishing boat operators.Real estate transactions are not subject to backup • Special rules for partnerships.Partnerships that conduct a trade or withholding. business in the United States are generally required to pay a withholding • You will not be subject to backup withholding on payments you tax under section 1446 on any foreign partners'share of effectively receive if you give the requester your correct TIN,make the proper connected taxable income from such business.Further,in certain cases certifications,and report all your taxable interest and dividends on your where a Form W-9 has not been received,the rules under section 1446 tax return. require a partnership to presume that a partner is a foreign person,and pay the section 1446 withholding tax.Therefore,if you are a U.S.person Payments you receive will be subject to backup withholding if: that is a partner in a partnership conducting a trade or business in the 1.You do not furnish your TIN to the requester, United States,provide Form W-9 to the partnership to establish your 2.You do not certify your TIN when required(see the instructions for U.S.status and avoid section 1446 withholding on your share of Part II for details), partnership income. In the cases below,the following person'must give Form W-9 to the 3.The IRS tells the requester that you furnished an incorrect TIN, partnership for purposes of establishing Its U.S.status and avoiding 4.The IRS tells you that you are subject to backup withholding withholding on its allocable share of net income from the partnership because you did not report all your interest and dividends on your tax conducting a trade or business in the United States. return(for reportable interest and dividends only),or 5.You do not certifyto the requester that you are not subject to ■In the disregardedhe case of disregardedntityandentity entity;wti a U.S,owner,the U.S.owner backupwithholdingunder 4 above(for reportable interest and dividend of entity and not the p •In the case of a grantor trust with a U.S.grantor or other U.S.owner, accounts opened after 1983 only). generally,the U.S.grantor or other U.S.owner of the grantor trust and Certain payees and payments are exempt from backup withholding. not the trust;and See Exempt payee code,later,and the separate Instructions for the •In the case of a U.S.trust(other than a grantor trust),the U.S.trust Requester of Form W-9 for more information. (other than a grantor trust)and not the beneficiaries of the trust. Also see Special rules for partnerships,earlier. Foreign person.If you are a foreign person or the U.S.branch of a What is FATCA Reporting? foreign bank that has elected to be treated as a U.S.person,do not use Form W-9.Instead,use the appropriate Form W-8 or Form 8233(see The Foreign Account Tax Compliance Act(FATCA)requires a Pub.515,Withholding of Tax on Nonresident Aliens and Foreign participating foreign financial institution to report all United States Entities). account holders that are specified United States persons.Certain Nonresident alien who becomes a resident alien.Generally,only a payees are exempt from FATCA reporting.See Exemption from FATCA reporting code,later,and the Instructions for the Requester of Form nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S.tax on certain types of income.However,most tax W-9 for more information: treaties contain a provision known as a"saving clause."Exceptions Updating Your Information specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise You must provide updated information to any person to whom you become a U.S.resident alien for tax purposes. claimed to be an exempt payee if you are no longer an exempt payee If you are a U.S.resident alien who is relying on an exception and anticipate receiving reportable payments in the future from this contained in the saving clause of a tax treaty to claim an exemption person.For example,you may need to provide updated information if from U.S.tax on certain types of income,you must attach a statement you are a C corporation that elects to be an S corporation,or if you no to Form W-9 that specifies the following five items. longer are tax exempt In addition,you must furnish a new Form W-9 if 1.The treaty country.Generally,this must be the same treaty under the name or TIN changes for the account;for example,if the grantor of a which you claimed exemption from tax as a nonresident alien. grantor trust dies. 2.The treaty article addressing the income. Penalties 3.The article number(or location)in the tax treaty that contains the saving clause and its exceptions. Failure to furnish TIN.If you fail to furnish your correct TIN to a 4.The type and amount of income that qualifies for the exemption requester,you are subject to a penalty of$50 for each such failure from tax. unless your failure is due to reasonable cause and not to willful neglect. 5.Sufficient facts to justify the exemption from tax under the terms of Civil penalty for false information with respect to withholding.If you the treaty article, make a false statement with no reasonable basis that results in no backup withholding,you are subject to a$500 penalty. L iiB1T PAGE ` .OF L3 fr Form W-9(Rev.10-2018) Page 3 Criminal penalty for falsifying information.Willfully falsifying IF the entity/person on line 1 is THEN check the box for... certifications or affirmations may subject you to criminal penalties a(n)... Including fines and/or imprisonment. Misuse of TINs.If the requester discloses or uses TINs in violation of • Corporation Corporation federal law,the requester may be subject to civil and criminal penalties. • Individual Individual/sole proprietor or single- • Sole proprietorship,or member LLC Specific Instructions • Single-member limited liability company(LLC)owned by an Line 1 individual and disregarded for U.S. You must enter one of the following on this line;do not leave this line federal tax purposes. blank.The name should match the name on your tax return. • LLC treated as a partnership for Limited liability company and.enter If this Form W-9 is for a joint account(other than an account U.S.federal tax purposes, the appropriate tax classification. maintained by a foreign financial institution(FFI)),list first,and then • LLC that has filed Form 8832 or (P=Partnership;C=C corporation; circle,the name of the person or entity whose number you entered in 2553 to be taxed as a corporation, or S=S corporation) Part I of Form W-9.If you are providing Form W-9 to an FFI to document or a joint account,each holder of the account that is a U.S.person must • LLC that is disregarded as an provide a Form W 9. entity separate from its owner but a. Individual.Generally,enter the name shown on your tax return.If the owner is another LLC that is you have changed your last name without informing the Social Security not disregarded for U.S.federal tax Administration(SSA)of the name change,enter your first name,the last purposes. name as shown on your social security card,and your new fast name. Note:ITIN applicant:Enter your individual name as it was entered on • Partnership Partnership your Form W-7 application,line la.This should also be the same as the • Trust/estate Trust/estate name you entered on the Form 1040/1040A/1040EZ you filed with your Line 4, Exemptions application. b. Sole proprietor or single-member LLC.Enter your individual If you are exempt from backup withholding and/orFATCA reporting, name as shown on your 1040/1040A/1040FZ on line 1.You may enter enter in the appropriate space on line 4 any code(s)that may apply to your business,trade,or"doing business as"(DBA)name on line 2. you. - c. Partnership,LLC that is not a single-member LLC,C Exempt payee code. corporation,or S corporation.Enter the entity's name as shown on the • Generally,individuals(including sole proprietors)are not exempt from entity's tax return on line 1 and any business,trade,or DBA name on backup withholding. line 2. • Except as provided below,corporations are exempt from backup d. Other entities.Enter your name as shown on required U.S.federal withholding for certain payments,including interest and dividends. tax documents on line 1.This name should match the name shown on the • Corporations are not'exempt from backup withholding for'payments charter or other legal document creating the entity.You may enter any made in settlement of payment card or third party network transactions. business,trade,or DBA name on line 2. • Corporations are not exempt from backup withholding with respect to e. Disregarded entity.For U.S.federal tax purposes,an entity that is attorneys'fees or gross proceeds paid to attorneys,and corporations disregarded as an entity separate from its owner is treated as a that provide medical or health care services are not exempt with respect "disregarded entity." See Regulations section 301.7701-2(c)(2)(iii).Enter to payments reportable on Form 1099-MISC. the owner's name on line 1.The name of the entity entered on line 1 should never be a disregarded entity.The name on line 1 should be the The following codes identify payees that are exempt from backup name shown on the income tax return on which the income should be withholding.Enter the appropriate code in the space in line 4. reported.For example,if a foreign LLC that is treated as a disregarded 1—An organization exempt from tax under section 501(a),any IRA,or entity for U.S.federal tax purposes has a single owner that is a U.S. a custodial account under section 403(b)(7)if the account satisfies the person,the U.S.owner's name is required to be provided on line 1.If requirements of section 401(f)(2) the direct owner of the entity is also a disregarded entity,enter the first 2—The United States or any of its agencies or instrumentalities owner that is not disregarded for federal tax purposes.Enter the disregarded entity's name on line 2,"Business name/disregarded entity 3—A state,the District of Columbia,a U.S.commonwealth or name."If the owner of the disregarded entity is a foreign person,the possession,or any of their political subdivisions or instrumentalities owner must complete an appropriate Form W-8 Instead of a Form W-9. 4—A foreign government or any of its political subdivisions,agencies, This is the case even if the foreign person has a U.S.TIN. or instrumentalities Line 2 5—A corporation If you have a business name,trade name,DBA name,or disregarded 6—A dealer in securities or commodities required to register in the entity name,you may enter it on line 2. United States,the District of Columbia,or a U.S.commonwealth or possession Line 3 7—A futures commission merchant registered with the Commodity Check the appropriate box on line 3 for the U.S.federal tax Futures Trading Commission classification of the person whose name is entered on line 1.Check only 8—A real estate investment trust one box on line 3. 9—An entity registered at all times during the tax year under the Investment Company Act of 1940 10-A common trust fund operated by a bank under section 584(a) 11—A financial institution 12—A middleman known in the investment community as a nominee or custodian 13—A trust exempt from tax under section 664 or described in section 4947 EX. 1-11131T 1°AGE39.:.OFT(3 1 Form W-9(Rev.10-2018) Page 4 The following chart shows types of payments that may be exempt M—A tax exempt trust under a section 403(b)plan or section 457(g) from backup withholding.The chart applies to the exempt payees listed plan above,1 through 13. Note:You may wish to consult with the financial institution requesting IF the payment is for... THEN the payment is exempt this form to determine whether the FATCA code and/or exempt payee for... code should be completed. Interest and dividend payments All exempt payees except Line 5 for 7 Enter your address(number,street,and apartment or suite number). Broker transactions Exempt payees 1 through 4 and 6 This is where the requester of this Form W-9 will mail your Information through 11 and all C corporations. retums.If this address differs from the one the requester already has on S corporations must not enter an file,write NEW at the top.If a new address is provided,there is still a exempt payee code because they chance the old address will be used until the payor changes your are exempt only for sales of address in their records. noncovered securities acquired Line 6 prior to 2012. Enter your city,state,and ZIP code. Barter exchange transactions and Exempt payees 1 through 4 patronage dividends Part I. Taxpayer identification Number (TIN) Payments over$600 required to be Generally,exempt payees Enter your TIN in the appropriate box.If you are a resident alien and reported and direct sales over 1 through 52 you do not have and are not eligible to get an SSN,your TIN is your IRS $5,0001 Individual taxpayer identification number(ITIN).Enter it in the social security number box.If you do not have an ITIN,see How to get a TiN Payments made in settlement of Exempt payees 1 through 4 below. payment card or third party network If you are a sole proprietor and you have an EIN,you may enter either transactions your SSN or EIN. t See Form 1099-MiSC,Miscellaneous Income,and its instructions. If you are a single-member LLC that is disregarded as an entity separate from its owner,enter the owner's SSN(or EIN,if the owner has 2 However,the following payments made to a corporation and one).Do not enter the disregarded entity's EIN.If the LLC is classified as reportable on Form 1099-MISC are not exempt from backup a corporation or partnership,enter the entity's EIN. poceeds withholding:medical and health care payments,attorneys'fees,gross Note:See What Name and Number To Give the Requester,later,for proceeds paid to an attorney reportable under section 6045(f),and further clarification of name and TIN combinations. payments for services paid by a federal executive agency. Exemption from FATCA reporting code.The following codes identify How to get a TIN.If you do not have a TIN,apply for one immediately. To apply for an'SSN,get Form SS-5,Application for a Social Security payees that are exempt from reporting under FATCA.These codes apply to persons submitting this form for accounts maintained outside Card,from your local SSA office or get this form online at www.SSA.gov.You may also get this form by calling 1-800-772-1213. of the United States by thisfrrmforeign financial institutions.Therefore;if Use Form W-7,Application for IRS Individual Taxpayer Identification you are only submitting form for an account you hold in the United Number,to apply for an ITIN,or Form SS 4,Application for Employer States,you may leave this field blank.Consult person Identification Number,to apply for an EIN.You can apply for an EIN requesting this form if you are uncertain if the financial institution is online by accessing the IRS website at www.irs.gov/Businesses and subject to these requirements.oviA requester may indicate that a code is clicking on Employer Identification Number(EIN)under Starting a not required by providing you with a Form W-9 with"Not Applicable"(or Business.Go to www.im.gov/Forms to view,download,or print Form any similar indication)written or printed on the line for a FATCA W-7 and/or Form SS-4. Or,you can go to www.irs.gov/OrderForms to exemption code, place an order and have Form W-7 and/or SS-4 mailed to you within 10 A—An organization exempt from tax under section 501(a)or any business days. individual retirement plan as defined in section 7701(a)(37) If you are asked to complete Form W-9 but do not have a TIN,apply B—The United States or any of its agencies or Instrumentalities for a TIN and write"Applied For in the space for the TIN,sign and date C—A state,the District of Columbia,a U.S.commonwealth or the form,and give it to the requester.For interest and dividend possession,or any of their political subdivisions or instrumentalities payments,and certain payments made with respect to readily tradable Instruments,generally you will have 60 days to get a TIN and give it to D—A corporation the stock of which is regularly traded on one or more established securities markets,as described in Regulations the requester before you are subject to backup withholding on )()() payments.The 60-day rule does not apply to other types of payments. section 1.1472-1(c 1 i You will be subject to backup withholding on all such payments until E—A corporation that is a member of the same expanded affiliated you provide your TIN to the requester. group as a corporation described in Regulations section 1.1472-1(c)(1)(i) Note:Entering"Applied For"means that you have already applied for a F—A dealer in securities,commodities,or derivative financial TIN or that you intend to apply for one soon. instruments(including notional principal contracts,futures,forwards, Caution:A disregarded U.S,entity that has a foreign owner must use and options)that is registered as such under the laws of the United the appropriate Form W-8. States or any state G—A real estate investment trust Part II. Certification H—A regulated investment company as defined in section 851 or an To establish to the withholding agent that you are a U.S.person,or entity registered at all times during the tax year under the Investment resident alien,sign Form W-9.You may be requested to sign by the Company Act of 1940 withholding agent even if item 1,4,or 5 below indicates otherwise. I—A common trust fund as defined in section 584(a) For a joint account,only the person whose TIN is shown in Part I J—A bank as defined in section 581 should sign(when required).In the case of a disregarded entity,the K-A broker person Identified on line 1 must sign.Exempt payees,see Exempt payee code,earlier. L—A trust exempt from tax under section 664 or described in section Signature requirements.Complete the certification as indicated in 4947(a)(1) items 1 through 5 below. s u 1.. l liilY _l{k V_PAGE'yU br T1 • r, v Form W-9(Rev.10-2018) Page 5 1.interest,dividend,and barter exchange accounts opened For this type of account: Give name and EIN of: before 1984 and broker accounts considered active during 1983. You must give your correct TIN,but you do not have to sign the 14.Account with the Department of The public entity certification. Agriculture in the name of a public entity(such as a state or local 2.Interest,dividend,broker,and barter exchange accounts government,school district,or opened after 1983 and broker accounts considered inactive during prison)that receives agricultural 1983.You must sign the certification or backup withholding will apply.If program payments you are subject to backup withholding and you are merely providing your correct TIN to the requester,you must cross out item 2 in the 15.Grantor trust filing under the Form The trust certification before signing the form. 1041 Filing Method or the Optional 3.Real estate transactions.You must sign the certification.You may Form 1099 Filing Method 2(see cross out Item 2 of the certification. Regulations section 1.671-4(h)(2)�(8)} 4.Other payments.You must give your correct TIN,but you do not 'List first and circle the name of the person whose number you furnish. have to sign the certification unless you have been notified that you If only one person on a joint account has an SSN,that person's number have previously given an incorrect TIN."Other payments"include must be furnished. payments made in the course of the requester's trade or business for 2 Circle the minor's name and furnish the minor's SSN. rents,royalties,goods(other than bills for merchandise),medical and health care services(including payments to corporations),payments to 3 You must show your individual name and you may also enter your a nonemployee for services,payments made in settlement of payment business or DBA name on the"Business name/disregarded entity" card and third party network transactions,payments to certain fishing name line.You may use either your SSN or EIN(if you have one),but the boat crew members and fishermen,and gross proceeds paid to IRS encourages you to use your SSN. attorneys(including payments to corporations). ' List first and circle the name of the trust,estate,or pension trust.(Do 5.Mortgage interest paid by you,acquisition or abandonment of not furnish the TIN of the personal representative or trustee unless the secured property,cancellation of debt,qualified tuition program legal entity Itself is not designated in the account title.)Also see Special payments(under section 529),ABLE accounts(under section 529A), rules for partnerships,earlier. IRA,Coverdell ESA,Archer MSA or HSA contributions or *Note:The grantor also must provide a Form W-9 to trustee of trust. distributions,and pension distributions.You must give your correct Note:If no name is circled when more than one name is listed,the TIN,but you do not have to sign the certification. number will be considered to be that of the first name listed. What Name and Number To Give the Requester Secure Your Tax Records From Identity Theft For this type of account: Give name and SSN of: Identity theft occurs when someone uses your personal information 1.Individual The Individual such as your name,SSN,or other identifying information,without your. 2.Two or more individuals feint The actual owner of the account or,if permission,to commit fraud or other crimes.An Identity thief may use account)other than an account combined funds,the first individual on your SSN to get a job or may file a tax return using your SSN to receive maintained by an FFI the account a refund. 3.Two or more U.S.persons Each holder of the account To reduce your risk: (joint account maintained by an FFI) •Protect your SSN, c. 4.Custodial account of a minor The minor •Ensure your employer is protecting your SSN,and (Uniform Gift to Minors Act) •Be careful when choosing a tax preparer. 5.a,The usual revocable savings trust The grantor-trustee" If your tax records are affected by identity theft and you receive a (grantor is also trustee) b.So-called trust account that Is not The actual owner' notice from the IRS,respond right away to the name and phone number a legal or valid trust under state law printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you 6.Sole proprietorship or disregarded The owner3 think you are at risk due to a lost or stolen purse or wallet,questionable entity owned by an individual credit card activity or credit report,contact the IRS Identity Theft Hotline 7.Grantor trust filing under Optional The grantor' at 1-800-908-4490 or submit Form 14039. Form 1099 Filing Method 1(see For more information,see Pub.5027,identity Theft Information for Regulations section 1.671-4(b)(2)() Taxpayers. (A)) Victims of identity theft who are experiencing economic harm or a For this type of account: Give name and E1N of: systemic problem,or are seeking help in resolving tax problems that B.Disregarded entity not owned by an The owner have not been resolved through normal channels,maybe eligible for individual Taxpayer Advocate Service(TAS)assistance.You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 9.A valid trust,estate,or pension trust Legal entity? 1-800-829-4059. 10.Corporation or LLC electing The corporation Protect yourself from suspicious emails or phishing schemes. corporate status on Form 8832 or Phishing is the creation and use of email and websites designed to Form 2553 mimic legitimate business emails and websites.The most common act 11.Association,club,religious, The organization is sending an email to a user falsely claiming to be an established charitable,educational,or other tax- legitimate enterprise in an attempt to scam the user into surrendering exempt organization private information that will be used for identity theft. 12.Partnership or multi-member LLC The partnership 13.A broker or registered nominee The broker or nominee � HJsiT PAGEL I of 'rl • - Form W-9(Rev.10-2018) Page 6 The IRS does not initiate contacts with taxpayers via emails.Also,the Privacy Act Notice IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers,passwords,or similar secret access Section 6109 of the Internal Revenue Code requires you to provide your information for their credit card,bank,or other financial accounts. correct TIN to persons(including federal agencies)who are required to If you receive an unsolicited email claiming to be from the IRS, file information returns with the IRS to report interest,dividends,or forward this message to phishing@irs.gov.You may also report misuse certainqs other income paid ntto you;of mortgage property;interest the cancellationa paid;the of the IRS name,logo,or other IRS property to the Treasury Inspector debt;acquisition contributions abandonment made to an IRA,Archer Theof General for Tax Administration(TIGTA)at 1-800-366-4464.You can nsor collectingcoe this you us to information onMSA,f formo tofi forward suspicious emails to the Federal Trade Commission at person r this form uses the reprtinghe othe e spam@uce.gov or report them at www.ffc.gov/complaint.You can informationoutineusesreoum thiss withnfthe IRS,ionincludeng the abtoove information.Department contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT(877-436-4338). Justice civil it information and giving it s,states,he heDi of 'N.If you have been the victim of identity theft,see www.IdentityTheft.gov Columbia,for and U.S.ad criminal litigationl to scs ins,ons the District of and Pub.5027. and U commonwealths and possessions for use In administering their laws.The information also may be disclosed to other Visit www.irs.govlldenfityTheft to learn more about identity theft and countries under a treaty,to federal and state agencies to enforce civil how to reduce your risk. and criminal!aws,or to federal law enforcement and intelligence agencies to combat terrorism.You must provide your TIN whether or not you are required to file a tax return.Under'section 3406,payers must generally withhold a percentage of taxable interest,dividend,and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information. • • •• • • • • • .. i ' I ' I . EXHIBIT fs PAGE c{2 OF I-1 • '+ Ey r INSURANCE AUTHORIZATION AND VERIFICATION Date:September 30,2021 Property Schedule No.1 To:City of Richmond(the"Lessee") From:U.S.Bancorp Government Leasing and.Finance,Inc.(the "Lessor") 1310 Madrid Street Marshall,MN 56258 TO THE LESSEE: In connection with the above-referenced Property Schedule, Lessor requires proof in the form of this document, executed by both Lessee*and Lessee's agent,that Lessee's insurable interest in the financed property(the"Property')meets Lessor's requirements as follows,with coverage including, but not limited to,fire,extended coverage,vandalism,and theft: Lessor,AND ITS SUCCESSORS AND ASSIGNS,shall be covered as both ADDITIONAL INSURED and LENDER'S LOSS PAYEE with regard to all equipment financed or leased by policy holder through or from Lessor. Ail such insurance shall contain a provision to the effect that such insurance shall not be canceled or modified without first giving written notice thereof to Lessor and Lessee at least thirty(30)days in advance of such cancellation or modification. Lessee must carry GENERAL LIABILITY(and/or,for vehicles,Automobile Liability)in the amount of no less than $1,000,000.00(one million dollars). Lessee must carry PROPERTY Insurance(or,for vehicles,Physical Damage Insurance)in an amount no less than the 'Insurable Value'$358,173.00,with deductibles no more than$25,000.00. *Lessee:Please execute this form and return with your document package. Please fax this form to your insurance agency for endorsement. In lieu of agent endorsement, Lessee's agency may submit insurance certificates demonstrating compliance with all requirements. By signing,Lessee authorizes the Agent named below:1)to complete and return this form as indicated;and 2)to endorse the policy and subsequent renewals to reflect the required coverage as outlined above. Agency/Agent: Address: Phone/Fax: Email: . Lessee:City of Richmond 0� By: X11lgll Q¢'G�/. Name: 0*e— Title: TO THE AGENT:In lieu of providing a certificate,please execute this form in the space below and promptly send a PDF scan to Lessor at:EF.Docs.GLF(o.usbank.com-This fully endorsed form shall serve as proof that Lessee's insurance meets the above requirements. Agent hereby verifies that the above requirements have been met in regard to the Property listed below. Print Name of Agency:X • By: X (Agent's Signature) Print Name:X Date:X Insurable Value:$358,173.00 ATTACHED: PROPERTY DESCRIPTION FOR PROPERTY SCHEDULE NO.1 EXHBIT IN PAGE'C13 OF'/3