HomeMy WebLinkAbout2009-05-01-R RESOLUTION NO. ���(— S -I i2
A RESOLUTION AUTHORIZING AND APPROVING EXECUTION OF AN
EQUIPMENT LEASE-PURCHASE AGREEMENT WITH 1ST SOURCE BANK
FOR THE PURPOSE OF LEASE-PURCHASING CERTAIN EQUIPMENT
WHEREAS the City of Batesville has determined that a true and very real need
exists for the acquisition of the Equipment described in the Lease Agreement and
Lease Supplement 1 with 1St Source Bank presented to this meeting; and
WHEREAS the City of Batesville has taken the necessary steps, including any
legal bidding requirements, under applicable law to arrange for the acquisition of
such Equipment.
NOW THEREFORE BE IT RESOLVED, by the City Council of the City of
Batesville, Arkansas that the terms of said Lease Agreement are in the best
interests of the City of Batesville for the acquisition of such Equipment, and the
City of Batesville designates and confirms the Mayor and City Clerk to execute
and deliver, and to attest respectively, the Lease Agreement and any related
documents necessary to the consummation of the transactions contemplated by
the Lease Agreement.
FURTHERMORE BE IT RESOLVED, that the City Council of the City of
Batesville, Arkansas hereby represents that the reasonable anticipated amount
of qualified tax-exempt obligations which have been and will be issued by the
City of Batesville does not exceed $30,000,000.00 for the calendar year within
which this Lease Agreement is to be "qualified tax-exempt obligation" pursuant to
Section 265 (b)((3) of the Internal Revenue Code.
Adopted this day of 2009
Rick Elumbaugh, Mayor
Attest:
Denise M. Johns on, Cit Clerk
•
source,
Bank
Specialty Finance Group
MASTER EQUIPMENT LEASE AGREEMENT
This Agreement made this 160'day of April,2009 by and between 1st SOURCE BANK with offices at 100 North Michigan Street, 3`d Floor, South
Bend, IN 46601 and a mailing address of P.O. Box 783, South Bend, IN 46624 ("LESSOR")and CITY OF BATESVILLE (AR), a Municipality,
with its principal place of business at 500 East Main Street,Batesville,AR 72501 ("LESSEE").
Statement of Purpose
LESSOR and LESSEE expect that LESSEE may, during the term of this Agreement,wish to lease cars,trucks,motor vehicles,equipment
and accessories and attachments thereto(hereinafter referred to as"Equipment"). The purpose of this Agreement is to establish a procedure for
entering into leases during the term hereof and to establish the terms and conditions applicable to such leases.
Now,THEREFORE,in consideration of the material promises contained herein,LESSOR and LESSEE agree as follows:
1. Lease Supplements. If LESSOR and LESSEE agree to lease Equipment pursuant to this Agreement,they shall execute a Lease Supplement in
such form as may be required by LESSOR ("Supplement"). All of the terms and conditions of this Agreement shall be automatically
incorporated by reference in each such Supplement. Upon execution by LESSOR and LESSEE,the Supplement shall constitute the lease of the
Equipment described therein.
2. Delivery. LESSEE shall inspect all Equipment leased pursuant to this Agreement immediately upon its delivery to LESSEE. If the Equipment
is acceptable to LESSEE, it shall execute a Delivery Receipt, in such form as may be required by LESSOR. Upon execution thereof, the
Equipment shall be conclusively presumed to be accepted by LESSEE,in good and serviceable condition and fully satisfactory to LESSEE. All
costs related to the delivery of the Equipment to LESSEE shall be the sole responsibility of LESSEE.
`,. Term. The lease term for the Equipment shall be as specified in the Supplement. If any such.term is extended,the word"term"as used in this
Agreement shall be deemed to refer to the term as so extended and all provisions of this Agreement shall apply during and until expiration of
said extended term. The lease shall not be terminated by LESSEE for any reason whatsoever.
4. Rent. Lessee agrees to pay LESSOR rent with respect to the Equipment at the time and in the amounts set forth in the Supplement. LESSEE's
obligation to pay rent and other amounts payable hereunder shall be absolute and unconditional and shall not be affected by any offset,defense,
counterclaim or occurrence whatsoever,including but not limited to any defect or failure of performance of the Equipment or any interruption or
cessation in the use of possession of the Equipment by LESSEE. If LESSEE fails to fully pay any lease payment or any amount required to be
paid by LESSEE to LESSOR within ten(10)days of the due date,LESSEE will pay to LESSOR interest on each delinquent payment equal to
one percent(1%)per month,pursuant to I.C. 5-7-5.
5. Insurance and Liability. With respect to all Equipment leased pursuant to this Agreement,LESSEE agrees as follows:
5.1 LESSEE assumes all risk and liability arising from LESSEE's possession,use and operation of the Equipment and agrees to indemnify
and hold LESSOR harmless from any and all of the following, whether the same be actual or alleged: all loss, damage, claims, suits,
taxes,licenses,penalties,fines,liability and expense,including attorney's fees,howsoever arising or incurred because of any possession,
use or operation of the Equipment, including, but not limited to, damages, injuries or death to persons or injury or destruction of
property,claims and liens for storage,labor and materials,and all loss and damage to the Equipment.
5.2 LESSEE shall provide public liability insurance in the amount of One Million Dollars($1,000,000.00)for bodily injury in the amount of
One Million Dollars ($1,000,000.00) for property damage. LESSOR will be named as an additional insured and LESSEE agrees to
provide proof satisfactory to LESSOR that adequate and appropriate insurance is in force at all times.
5.3 LESSEE shall provide comprehensive insurance in an amount not less than the total of all remaining lease payments due tinder this
Agreement and Supplements for Equipment, or with LESSOR's prior written consent,may self-insure against any or all risks. LESSOR
will be named as a loss payee and/or additional insured in all of said policies and the insurance company must be satisfactory to
LESSOR. LESSEE shall furnish a Certificate of Insurance to LESSOR prior to delivery of possession of the Equipment to LESSEE.
Such policy shall contain a clause giving LESSOR Thirty (30) days' prior notice of cancellation. If LESSEE fails to maintain the
required insurance,LESSOR may,but shall not be obligated to,insure said Equipment at the expense of LESSEE. If LESSOR pays the
(W insurance premiums,LESSEE agrees to pay LESSOR on demand such amount with interest at the rate of One percent(1%)per month,
pursuant to I.C.5-7-5, from the date of payment until fully paid by LESSEE. LESSEE assigns to LESSOR any monies paid under such
insurance coverage, by whomever obtained. LESSEE authorizes LESSOR to receive or collect any money paid under such insurance,
endorse checks or drafts payable to LESSEE related to the payment,cancel the insurance or settle or release any claim with respect to the
insurance. Any proceeds remaining after all lease obligations of LESSEE to LESSOR are satisfied shall be delivered to LESSEE.
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5.4 LESSEE shall immediately notify LESSOR and the insurer if any Equipment is involved in damage,theft,loss or destruction.
C6. 5.5 LESSEE shall notify LESSOR in writing of any change in location of the Equipment.
Taxes. LESSEE shall be liable for and shall pay or reimburse LESSOR for any and all taxes,fees or assessments,however designated,levied or
based upon the rentals,this Agreement, the equipment, the transfer, use, possession or operation of the Equipment, or any combination of the
foregoing, whether the same be payable by or assessed to LESSOR or LESSEE, including but not limited to personal property taxes, excise
taxes and sales and use taxes,but excluding only taxes measured by the net income of LESSOR. All such taxes,fees or assessments shall, at
LESSOR's option,either be paid directly by LESSEE to the appropriate taxing authority or agency to be paid to LESSOR. If LESSOR pays any
taxes,assessments or fees,LESSEE agrees to pay LESSOR such amounts on demand with interest on each such amount paid by LESSOR in an
amount equal to One percent(1%)per month,pursuant to I.C.5-7-5,until fully paid.
7. Disclaimer of Warranty and Limitation of Damages. LESSEE HEREBY ACKNOWLEDGES THAT LESSOR IS NOT A
MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND AS THE EQUIPMENT. LESSEE HAS SELECTED THE
EQUIPMENT TO BE LEASED HEREUNDER AND HAS NOT RELIED UPON ANY STATEMENTS OR REPRESENTATIONS OF
LESSOR. LESSEE FURTHER AGREES THAT THE DEALER FROM WHOM THE EQUIPMENT HAS BEEN ACQUIRED BY LESSOR
IS NOT AN AGENT OF LESSOR,AND LESSOR SHALL NOT BE RESPONSIBLE FOR ANY STATEMENTS,REPRESENTATIONS OR
ACTIONS OF SUCH DEALER, UNLESS SPECIFICALLY PROVIDED IN THIS AGREEMENT OR THE SUPPLEMENT. LESSOR
MAKES NO REPRESENTATIONS,PROMISES,STATEMENTS OR WARRANTIES,EXPRESS OR IMPLIED,WITH RESPECT TO THE
CONDITION,QUALITY OR DURABILITY OF THE EQUIPMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. LESSOR
SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED
TO ANY LIABILITY,CLAIM,LOSS DAMAGE OR EXPENSE CAUSED DIRECTLY OR INDIRECTLY BY THE EQUIPMENT OR ANY
DEFICIENCY OR DEFECT THEREIN,OR BY THE USE,MAINTENANCE REPAIR OR SERVICE THEREOF, OR BY THE INABILITY
TO USE THE EQUIPMENT AND LOSS OF BUSINESS OR PROFITS RELATED THERETO. IN THE EVENT THAT THE EQUIPMENT
FAILS TO PERFORM AS EXPECTED OR REPRESENTED,LESSEE WILL CONTINUE TO HONOR THE RENT OBLIGATIONS WITH
RESPECT TO THE EQUIPMENT BY CONTINUING TO MAKE ALL SCHEDULED PAYMENTS AND LESSEE WILL LOOK SOLELY
TO THE MANUFACTURER OR DEALER FOR THE PERFORMANCE OF ALL WARRANTIES.
8. Theft or Destruction. LESSEE hereby assumes and shall bear the entire risk of any loss, theft, damage to or destruction of any Equipment
from any cause whatsoever,whether or not such loss or damage is covered by insurance. No loss or damage to any Equipment will impair the
obligations of LESSEE to LESSOR. In the event of loss or damage to any Equipment,LESSOR shall have the option of requiring LESSEE to:
(a)repair or restore the damaged Equipment to good condition and working order;or(b)replace the Equipment with similar Equipment in good
repair,condition and working order and have the same be subject to a Lease pursuant to this Agreement;or(c)pay LESSOR an amount equal to
the remaining payments owed and attributed to the damaged or destroyed Equipment under the subject lease. Upon payment of such original
cost to LESSOR the lease will end with respect to the particular item of Equipment for which LESSEE has paid and LESSEE will become
entitled to ownership of that subject item of Equipment, in an"As is"condition without any warranties,express or implied. If the lease so ends
as to certain Equipment,the remaining lease payments shall be reduced in the same proportion as the removed Equipment's original costs bears
to the original cost of all Equipment covered by the original subject lease.
9. Non-Appropriation of Funds; Non-Substitution. Notwithstanding anything contained in this lease to the contrary, in the event no funds or
insufficient funds are appropriated and budged or are otherwise unavailable by any means whatsoever in any fiscal period for lease payments
due under this lease,LESSEE will immediately notify LESSOR or its assignee in writing of such occurrence and this lease shall terminate on
the last day of the fiscal period for which appropriations have been received or made without penalty or expense to LESSEE, except as to(i)the
portions of lease payments herein agreed upon for which fiends shall have been appropriated and budgeted or are otherwise available and(ii)
LESSEE's other obligations and liabilities under this lease relating to, or accruing or arising prior to, such termination. In the event of such
termination,LESSEE agrees to peaceably surrender possession of the Equipment to LESSOR or its assignee on the date of such termination in
the manner set forth in Section 12 hereof and LESSOR will have all legal and equitable rights and remedies to take possession of the
Equipment. Notwithstanding the foregoing, LESSEE agrees (i) that it will not cancel this lease and this lease shall not terminate under the
provisions of this Section if any funds are appropriated to it, or by it, for the acquisition, retention or operation of the Equipment or other
equipment or services performing functions similar to the functions of the Equipment for the fiscal period in which such termination would have
otherwise occurred or for the next succeeding fiscal period,and(ii)that it will not during the lease term give priority in the application of funds
to any other functionally similar equipment or to services performing functions similar to the functions of the Equipment. This section will not
be construed so as to permit LESSEE to terminate this lease in order to purchase,lease,rent or otherwise acquire the use of any other equipment
or services performing functions similar to the functions of the Equipment,and,if this lease terminates pursuant to this Section,LESSEE agrees
that during the fiscal period immediately following the fiscal period in which such termination occurs it will not so purchase, lease, rent or
otherwise acquire the use of any such other equipment or services.
10. Title to Equipment; Security Interest. Upon acceptance of the Equipment by LESSEE hereunder,title to the Equipment will vest in LESSEE
subject to LESSOR's rights under this lease;provided however,that(i)in the event of termination of this lease pursuant to Section 9 hereof,(ii)
upon the occurrence of an Event of Default hereunder,and as long as such Event of Default is continuing, or(iii)in the event that the purchase
option has not been exercised prior to the Expiration Date,title will immediately vest in LESSOR or its assignee without any action by LESSEE
and LESSEE shall immediately surrender possession of the Equipment to LESSOR or its assignee in the manner set forth in Section 12 hereof.
In order to secure all of its obligations hereunder,LESSEE hereby(i)grants to LESSOR a first and prior security interest in any and all right,
title and interest of LESSEE in the Equipment including but not limited to computer programs and computer documentation, if any,relating to
the Equipment and in all additions,attachments,accessions, and substitutions thereto,and on any proceeds therefrom, (ii)agrees that this lease
may be filed as a financing statement evidencing such security interest, and (iii) agrees to execute and deliver all financing statements,
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certificates of title and other instruments in form satisfactory to LESSOR necessary or appropriate to evidence such security interest, and
authorizes LESSOR to file such financing statements without LESSEE's signature.
1. Default and Remedies.
11.1 Any one or more of the following shall constitute an Event of Default hereunder: (i) failure by LESSEE to make any rental or other
payment required hereunder when due;(ii)failure by LESSEE to maintain the insurance required hereunder;(iii)failure by LESSEE to
observe or perform any term,condition,covenant or agreement contained herein,other than those referred to in(i)and(ii)hereof,if such
failure shall continue for fifteen (15) days after the giving of notice thereof by LESSOR; (iv) institution of a proceeding in
reorganization,bankruptcy or insolvency by or against LESSEE or any of its property or the application for or content to by LESSEE of
any assignment for creditors or other reorganization or creditor agreement,either with or without court action.
11.2 If an Event of Default occurs, LESSOR may: (i)proceed by appropriate court action or actions, either at law or in equity, to enforce
performance by LESSEE of the applicable covenants and teams of this Agreement or to recover damages for the breach of such
covenants and terms;(ii)by notice in writing,terminate this agreement as to all or any Equipment leased hereunder,whereupon all right
and interest of LESSEE to or in the use of said Equipment shall absolutely cease and terminate. Upon such temunation,LESSEE shall
deliver the Equipment to LESSOR at a place designated by LESSOR,and without relieving LESSEE of such obligation,LESSOR may
directly or by its agents enter upon the premises of LESSEE or other premises where any of said Equipment may be located and take
possession thereof and thenceforth hold,possess and enjoy or sell,lease or otherwise dispose of the same free of any right or LESSEE or
its successors or assigns,including any receiver or trustee in bankruptcy. LESSOR shall have the right to retain all prior rental payments
and any security deposit made hereunder and to recover from LESSEE(a)the total of the unpaid monthly rental payments remaining to
be paid;plus(b)any other amounts owed under this Agreement;plus(c)reasonable attorney's fees and expenses incurred in enforcing
this Agreement; less (d)either (x)the wholesale market value of each item of Equipment returned to LESSOR, as determined by an
independent appraiser reasonably selected by LESSOR or(y)if LESSOR has sold Equipment,the net proceeds received by LESSOR for
that Equipment in place of the appraised value after deducting expenses of sale, repossession, and of holding and preparing the
Equipment for sale,including attorney's fees;(iii)the rights and remedies provided for in this Agreement shall not be deemed exclusive,
but shall be cumulative and shall be in addition to all other remedies in LESSOR's favor existing at law or in equity.
12. Return of Equipment.
12.1 Upon expiration or termination of the lease term, LESSEE shall return the Equipment to LESSOR, at LESSEE's expense, to such
location as may be specified by LESSOR in the same condition as when received,ordinary wear and tear excepted. LESSEE shall pay
to LESSOR,on demand,any expenses incurred by LESSOR in restoring the Equipment to the condition required by this Section. In the .
event LESSEE fails to return any Equipment,it shall pay LESSOR,on demand,an amount equal to the percentage that the non-returned
Equipment's Monthly Rental Factor is to all Monthly Rental Factors in the appropriate Lease Supplement,times the total Purchase Price
set forth in the Purchase Option in the appropriate Lease Supplement.
12.2 LESSOR,or its designee,shall have the right(but not the obligation)to inspect the Equipment at any time during the term. If LESSOR
determines that LESSEE has failed to perform its obligations, as set forth in this Section, LESSOR shall have the right(but not the
obligation)to perform the maintenance or repairs, and LESSEE shall pay to LESSOR on demand an amount equal to the cost of any
such maintenance or repairs.
13. Purchase Option. Provided that LESSEE has fully complied with all the terms and conditions of this Agreement and all Supplements and is
not then in default thereunder and so long as the applicable Supplement provides a purchase option,LESSEE shall have the option to purchase
Equipment leased hereunder according to the terms of the applicable Supplement upon expiration of the applicable term. This option must be
exercised by written notice to LESSOR not earlier than 120 days and not later than Thirty (30) days prior to the end of the term for such
Equipment. Upon receipt of the purchase price which shall be due at the end of the applicable lease term, LESSOR shall transfer title to the
Equipment to LESSEE on an AS-IS,WHERE-IS basis with no representations or warranties of any kind whatsoever,including but not limited
to implied warranties of merchantability or fitness for a particular purpose.
14. Income Taxes. For all Equipment leased hereunder, LESSOR shall claim,for purposes of determining its Federal,State and local income tax
liabilities, all of the tax benefits available to an owner of property, including but not limited to the maximum amount of accelerated cost
recovery deduction allowed by the Internal Revenue Code,as amended.
15. Finance Lease. LESSOR or LESSEE agree that each lease subject to this Agreement shall be a "fmance lease" as that term is defined in
Section 2.1-103(l)(g)of the Uniform Commercial Code,as enacted in Indiana,and that LESSOR shall be treated as a finance lessor,entitled to
the benefits and releases from liability accorded to a finance lessor tinder the Uniform Commercial Code.
16. Miscellaneous.
16.1 Either LESSOR or LESSEE may terminate this Agreement with respect to the renting of additional Equipment immediately upon written
notice to the other party. After such termination,the obligations of both parties with respect to Equipment already leased shall continue
in full force and effect in accordance with the terms of this Agreement and the Supplements,notwithstanding termination.
16.2 LESSEE shall not assign,mortgage,or encumber this Agreement nor sublease or permit any Equipment to be used by others without the
prior written consent of LESSOR. LESSOR shall have the absolute right to assign its rights and obligations under this Agreement and
under all or any of the Supplements at any time without LESSEE's consent.
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16.3 This Agreement and all Supplements entered into hereunder shall be governed by and construed in accordance with the laws of the State
of Indiana.
16.4 All notices relating to this Agreement and Supplements entered into hereunder shall be in writing and shall be mailed registered or
certified mail, return receipt requested, to LESSOR or LESSEE at the address set forth in the first paragraph hereof or at such other
address as may hereafter be designated. All such notices shall be deemed effective when received by the party to whom the notice is
given.
16.5 This Agreement, together with the Supplements and Delivery Receipts, constitutes the entire agreement between the parties and any
change or modification thereto must be in writing and signed by the parties hereto. Capitalized terms used in this Agreement which are
not defined herein shall have the meanings given to them in the Supplements.
16.6 LESSEE agrees to deliver to LESSOR within sixty(60)days of June 30 of each year,a copy of LESSEE's annual financial report. Upon
request,LESSEE will deliver to LESSOR copies of such monthly and/or quarterly financial reports as LESSEE regularly produces.
16.7 No covenant or condition in this Agreement can be waived except by written consent of LESSOR. Forbearance, delay, omission or
indulgence by LESSOR in any regard whatsoever shall not constitute a waiver of the covenant or condition to be performed by LESSEE.
LESSOR shall be entitled to invoke any remedy available to LESSOR under this Agreement or law or in equity at any time despite
previous forbearance or indulgence.
16.8 All Equipment is, and at all times will be and remain, personal property regardless of whether it becomes affixed or attached to real
property or permanently rests upon any real property or any improvement thereof. LESSEE will execute all agreements and other
documents and will secure the execution of any other documents deemed necessary by LESSOR from time to time in recordable form,
confirming the Equipment is affixed or attached and LESSEE will record such agreements and documents as required by LESSOR.
16.9 LESSOR makes no representation,express or implied,concerning the legal character of this transaction for tax or other purposes.
16.10 LESSOR shall not be responsible to LESSEE for any third party service contracts or other agreements and any default in performance
under such contracts or agreements shall in no way effect LESSEE's obligations to LESSOR.
17. Maintenance, Use and Operation of Vehicles. With respect to all cars, trucks, motor vehicles and accessories and attachments thereto
("Vehicles")leased pursuant to this Agreement,LESSEE agrees as follows:
17.1 LESSEE shall comply with all applicable laws, ordinances and regulations relating to the use, maintenance and operation of the
Vehicles,including but not limited to any requirement for periodic inspections. Any fines,charges,penalties or forfeitures imposed by
any governmental authority upon any Vehicle or any driver thereof,shall be paid immediately by LESSEE.
17.2 LESSEE shall, at all times(i)use and operate the Vehicles in a careful manner;(ii)permit only experienced licensed drivers,who shall
be employees of LESSEE,to operate the Vehicles;(iii)require such drivers to operate the Vehicles in a lawful and careful maiuier;(iv)
use the Vehicles within their rated capacity and not overload them or use them for hire without LESSOR's prior written approval;(v)not
use the Vehicles illegally or for pushing or towing of another vehicles;(vi)not use the Vehicles in any manner which would cause any
insurance covering the Vehicles to be suspended while the Vehicle is so used.
17.3 LESSEE shall keep and maintain the Vehicles,at LESSEE's expense,in good running order and repair,properly serviced and lubricated,
in accordance with all recommendations of the manufacturer. LESSEE shall make all replacements of any components or parts with
components and parts of an equivalent size,type and quality as originally supplied on the Vehicle.
17.4 LESSEE shall be solely responsible and pay for any and all costs and expenses in connection with the use,maintenance,parking,storage
and operation of the Vehicles.
17.5 LESSEE shall not directly or indirectly,create or incur or allow to be created or incurred any mortgage,lien,charge or encumbrance of
any kind on the Vehicles or any of its rights hereunder, and if any such mortgage lien, charge or encumbrance shall come to exist,
LESSEE at its sole cost and expense shall immediately remove the same.
17.6 LESSEE shall immediately notify LESSOR and the insurer if any Vehicle is involved in an accident or collision.
17.7 LESSEE shall notify LESSOR in writing of any change in possession or garage location of the Vehicles,and upon request,of the name
and address of the person using the Vehicle.
17.8 Any alterations or modifications which are required to be made to the Vehicles in order to comply with any applicable law or
governmental rule or regulation shall be made by LESSEE at its sole expense. Otherwise,LESSEE shall not,without the prior written
consent of LESSOR;(i)affix or install any accessory to the Vehicle if such addition will impair the originally intended function, use or
value of the Vehicle;(ii)make any substantive change to or alteration of the Vehicle;or(iii)place any sign,lettering or other legend on
the Vehicle, but not including LESSEE's official seal and other lettering identifying the LESSEE. Any signs, lettering or markings
placed on a Vehicle shall be removed by LESSEE with the Vehicle being restored to its original condition and quality at the termination
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of this Agreement. Any additions,alterations,accessories,attachments or repairs to the Vehicles made in accordance with the terms of
this Agreement shall become the property of LESSOR.
17.9 LESSOR, or its designee,shall have the right(but not the obligation)to inspect the Vehicles at any time during the term. If LESSOR
determines that LESSEE has failed to perform its obligations, as set forth in this Section, LESSOR shall have the right(but not the
obligation)to perform the maintenance or repairs required hereunder,and LESSEE shall pay to LESSOR an amount equal to the cost of
any such maintenance or repairs.
18. Licensing and Registration. LESSEE shall at its sole cost and expense obtain,and maintain during the entire term of the lease,such licensing
and registration of the Vehicles as is required by federal,state and local law or regulation. LESSEE acknowledges that all licenses,certificates
of title and registration certificates will be completed as required by applicable law and to protect LESSOR's interest in the Vehicles and
LESSEE agrees that nothing contained therein shall expand or otherwise affect the right of LESSEE in the Vehicles, as set forth in the
Agreement. If provided in the applicable Supplement,LESSEE shall pay such licensing and registration fees to LESSOR as part of its periodic
rent payment. The amount which is included in the periodic rent payment for licensing and registration, as set forth in Supplement, may be
increased or decreased from time to time upon written notice from LESSOR to LESSEE(which notice may be in the form of LESSOR's normal
monthly invoice to LESSEE) in order to reflect increases, changes, additions or corrections to applicable licensing and registration fees;
provided,however,that the failure to so notify the LESSEE or a delay in giving such notice shall not affect the ability of LESSEE to pay or
reimburse LESSOR for such licensing and registration fees and any increases,changes,additions or corrections thereto.
CITY OF BATESVILLE(AR),Lessee
ATT T By: _� K-11VI
Name: U,
Title: Mf.u`�r
1st SOURCE BANK,Lessor
By:
Name:
Title:
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