An agenda meeting of the Fayette County Board of Commissioners was held at 10 a.m. on Tuesday, June 18, 2024, at the Fayette County Courthouse first floor commissioners  conference room, 61 East Main Street, First Floor, Uniontown PA.  In attendance-  Commissioner Chairman Scott Dunn Commissioner Dave Lohr Commissioner Vincent A. Vicites Chief Clerk Amy Revak County Solicitor Jack Purcell  Commissioner Dunn welcomed everyone to the meeting at 10 a.m. He asked everyone to stand for a silent prayer, which was followed by the pledge of allegiance. Commissioner Dunn said they needed to have amendments to the agenda. He said An motion was made by Commissioner Vicites and seconded by Commissioner Lohr to  there are nine total amendments to the agenda.  amend the agenda to consider placing on the agenda:  Commissioners  Consider placing on the agenda approval of the exoneration of all delinquent county taxes, interest, penalties, and costs on parcel 19-20-0028 located at 422 Third Street, Allison PA 15413, as the parcel is now owned by Luzerne Township. Luzerne Township acquired the property after a fire destroyed the house and demolished the remnants of the house and cleaned up the property. Luzerne Township intends to sell the property sO it can be returned to the tax rolls. An identical request is being made to the  Brownsville Area School District.  Consider placing on the agenda approval to change the title of the newly combined Tax Assessment Office and the Tax Claim Bureau to the Office of Tax Services. Consider placing on the agenda approval of the May 14, 2024 commissioners agenda Consider placing on the agenda approval of the May 16, 2024 commissioners meeting  meeting minutes. minutes. Tax Claim  Consider placing on the agenda approval of the following Repository Bids opened on June 4, 2024 subject to all conditions being met. Total bid amount is $756.00.  Bidder  Parcel  Twp/City/Boro  Amount    Don McDonald Jr. Brownsville Boro Brownsville Boro Human Resources  19-18-0012 02-06-0191 02-06-0189  Luzerne Twp Brownsville Boro Brownsville Boro  $656.00 $50.00 $50.00  Total $756.00  FCBHA  Consider placing on the agenda approval to hire Cole Novotney, County Caseworker 1, Consider placing on the agenda approval to hire Shaolin Dean, County Caseworker 1, Consider placing on the agenda approval to hire Allyson Snyder, County Caseworker 1, Consider placing on the agenda approval to hire (2) TO BE DETERMINED, County Caseworker 1, at $19.82 per hour, ($38,649.00 annually), effective July 1, 2024.  at $19.82 per hour, ($38,649.00 annually), effective July 1, 2024. at $19.82 per hour, ($38,649.00 annually), effective July 1, 2024. at $19.82 per hour, ($38,649.00 annually), effective July 1, 2024.  Commissioner Dunn yes Commissioner Lohr yes Commissioner Vicites yes Motion passed unanimously  Public Comment on Agenda Items: None  Adult Probation Office Jim Kovacs read the agenda item.  A motion was made by Commissioner Vicites and seconded by Commissioner Lohr to consider placing on the agenda the endorsement for the submission of the Pennsylvania Commission on Crime and Delinquency, PCCD, Grant Application ID: 44298; Titled: Fayette County Reentry 2024 Strategic Plan. The Fayette County Community Action Agency will be the submitting agency encompassing a reentry coalition with the Courts, County of Fayette, and regional social service providers. No  matching funds are required. Commissioner Dunn yes Commissioner Lohr yes Commissioner Vicites yes Motion passed unanimously Behavioral Health Administration  2    Dave Rider presented the agenda item.  Ar motion was made by Commissioner Vicites and seconded by Commissioner Lohr to consider placing on the agenda approval of the following agreements and modifications.  Contract Value $123,021.21 $45,000 $264,979 $12,000.00 $747,436 $6,000 $53,544 $55,150 $9,950  Period 01/01/24-12/31/24 0701/24-06/30/25 0701/24-06/3025 07701/24-06/3025 0701/24-06/30/25 0701/24-0630/25 0701/24-06/30/25 07/01/24-06/30/25 07/01/24-06/30/25 07/01/25-06/30/26 0701/24-0630/25  HealthChoices Amended and Restated Agreement 2024-2025  Carelon Health of Pennsylvania, Inc. (formerly Beacon Health Options) Base Contract. Agreements 2024-2025 accessAbilities, Inc. Fayette Resources, Inc. Laughter & Language, LLC Laurel House, Inc.  Specialized Therapy And Related Services (STARS) $230,000 Therapeutic Early Intervention Services, LLC (TEIS) $35,000 Western PA School for the Deaf Professional Services Agreement Renewal 2024-2026 Carelon Health of Pennsylvania, Inc. (formerly Beacon Health Options) Combustion Service & Equipment Co. (CS&E) Professional Services Agreement 2024-2025 Authentic Perspectives Psychological & Consulting Services, LLC Global Wordsmiths, LLC John M. Purcell, Esquire Keli Reams Commissioner Dunn yes Commissioner Lohr yes Commissioner Vicites yes Motion passed unanimously Children and Youth Services John Fritts presented the agenda items. consider placing on the agenda:  $2,500 $1,000 $175/hour $3,500  0701/24-06/30/25 0701/24-06/30/25 0701/24-06/30/25 0701/24-06/30/25  A motion was made by Commissioner Vicites and seconded by Commissioner Lohr to Approval of a FY2023-24 Purchase of Service Agreement between the County of Fayette, through Fayette County Children & Youth Services and Patrick C. McDaniel,  3    Esquire, 50 East Main Street, Uniontown, PA 15401. Attorney McDaniel was court appointed to represent children in dependency proceedings. The rate for his services is Approval of a FY2023-24 Purchase of Service Agreement between the County of Fayette, through Fayette County Children & Youth Services and Fayette County Juvenile Probation and Watts Home for Youth, 136 Manchester Street, York PA 17401 for Transitional Living Residential Services on an as needed basis. The rates are  $70.00 per hour.  as follows:  Initial Clothing - $250.00  Transitional Living Resident Services $392.72/day  Approval of a FY2023-24 Purchase of Service Agreement between the County of Fayette, through Fayette County Children & Youth Services and Kaci Griffin, MSW LSW, 4000 Gypsy Lane, Unit 514, Philadelphia, PA 19129 for Race Equity Workshops Approval of a FY2023-24 Purchase of Service Agreement between the County of Fayette through Fayette County Children and Youth Services and Adams and Adams, Attorneys at Law, 55 E. Church Street, Suite 101, Uniontown, PA 15401 for four parking spaces in the lot of Adams and Adams. The parking spaces are numbers 24,  for IL Youth at a rate of $500.00 per workshop.  25,26 and 27. The rate is:  Twenty-Five Dollars $25.00 per parking spot for a total of  One Hundred Dollars  ($100.00) per month.  Approval of a FY2023-24 Purchase of Service Agreement between the County of Fayette, through Fayette County Children & Youth Services and A Child's Place, Pa, 1515 Locust Street, Suite 302, Pittsburgh, PA 15219. This service includes evidenced based parenting education in the form of Positive Parenting Program curriculum to families in the county, production of and maintenance of recordings and written reports, maintenance of equipment, telephone testimony for court proceedings, in-person testimony for court proceedings when telephone testimony is not permitted/feasible, and provision of education for Agency personnel. The rate for this service is not to exceed Approval of a FY2023-24 Purchase of Service Agreement between the County of Fayette, through Fayette County Children & Youth Services and A Child's Place, Pa, 1515 Locust Street, Suite 302, Pittsburgh, PA 15219. This service includes: physical examinations and forensic interviews in cases of suspected child abuse and neglect, productonmainenance of recordings and written reports, maintenance of equipment, telephone testimony for court proceedings, in-person testimony for court proceedings when telephone testimony is not permitted/reasible, conduct monthly SCAN meetings which shall include members of the agency's MDT and MDIT teams and provision of education for agency personnel DMT and MDIT partners. The rate for this service is not  $221,673.23.  toe exceed $ 155,966.02.  4    Approval of a FY2024-25 Purchase of Service Agreement between the County of Fayette, through Fayette County Children & Youth Services and Kaci Griffin, MSW LSW, 4000 Gypsy Lane, Unit 514, Philadelphia, PA 19129 for Race Equity Workshops Approval of a FY2024-25 Purchase of Service Agreement between the County of Fayette through Fayette County Children and Youth Services and Adams and Adams, Attorneys at Law, 55 E. Church Street, Suite 101, Uniontown, PA 15401 for four parking spaces in the lot of Adams and Adams. The parking spaces are numbers 24,  forl IL Youth at a rate of $500.00 per workshop.  25, 26 and 27. The rate is:  Twenty-Five Dollars $25.00 per parking spot for a total of  One Hundred Dollars  ($100.00) per month.  Approval of a FY2024-25 Purchase of Service Agreement between the County of Fayette, through Fayette County Juvenile Probation, and County of Jefferson on behalf of the Jefferson County Detention Center, a division of Jefferson County Juvenile Court, 16001 State Route 7, Steubenville, Ohio 43952 for placement of delinquent youth  on an as needed basis. The rates are as follows:  5175.00/day/Ded. This cost includes education during the school year. Medical, psychological, or other expenses are not included in this rate and would be an Int the event that Jefferson deems any transportation costs necessary, such costs shall be based on a rate of $25.00 per hour, for security and transportation (i.e., outside doctor, dentist, planned parenthood, mental health services, hospital Approval of a FY2024-25 Purchase of Service Agreement Addendum between the County of Fayette, through Fayette County Juvenile Probation, and County of Jefferson on behalf of the Jefferson County Detention Center, a division of Jefferson County Juvenile Court, 16001 State Route 7, Steubenville, Ohio 43952 for 5 additional detention beds, as available, at a rate of $200 per day to house juveniles charged as adults under Pennsylvania Direct File Statute from here on referred to as youthful This cost includes education during the school year. Medical, psychological, or other Approval of a FY2024-25 Purchase of Service Agreement between the County of Fayette, through Fayette County Children & Youth Services and Combustion Service & Equipment Company, 2016 Babcock Blvd., Pittsburgh, PA, 15209 from June 1, 2024, through May 31, 2025, for HVAC mechanical equipment preventative  additional cost.  emergency room).  offenders".  expenses are not included in this rate and would be an additional cost.  maintenance at the CYS office building at a cost of $2,040.00 annually.  5    Approval of a FY2024-25 Purchase of Service Agreement between the County of Fayette, through Fayette County Children & Youth Services and Michelle Kelley, Esquire, 92 East Main Street, Uniontown, PA 15401. Attorney Kelley was court appointed to represent children in dependency proceedings. The rate for her services is Approval of a FY2024-25 Purchase of Service Agreement between the County of Fayette, through Fayette County Children & Youth Services and Speak Write, 6300 Bridge Point Pkwy, Bldg. 1, Suite 100, Austin, TX 78730 for transcription services. The  $75.00 per hour.  rates are as follows:  General Legal Multi-Speaker Spanish Translation Urgent  1% cents per word 1% cents per word 2% cents per word $9.00 per audio minute $24.95 in addition to per word  Commissioner Dunn yes Commissioner Lohr yes Commissioner Vicites yes Motion passed unanimously Economic Development  Mark Rafail presented the agenda item.  A motion was made by Commissioner Vicites and seconded by Commissioner Lohr to consider placing on the agenda approval of an Ordinance, being formal action under the Local Government Unit Debt Act to authorize the County's General Obligation Note, Series of 2024; to set out terms and conditions for its security and payment, as presented by Bond Counsel; and to award the Note to a commercial bank, as purchaser; following the solicitation and review of bank proposals. The proceeds of the Note will be used to pay a portion of the project costs of various capital improvements throughout the County, completed in conjunction with other local govemment units and agencies oft the Commonwealth of Pennsylvania, as further described in the Ordinance. This ordinance is for the Fayette County Infrastructure Bank (FCIB) Program.  Commissioner Dunn yes Commissioner Lohr yes Commissioner Vicites yes Motion passed unanimously  EMA/911  Roy Shipley presented the agenda items.  6    A motion was made by Commissioner Vicites and seconded by Commissioner Lohr to Approval for (17) Hazmat Team members to attend the Annual PA HazMat Technicians Training Conference August 22 thru 25, 2024 at Seven Springs. Region 13 is covering the cost of( (5) and (15) we be paid out of the EMA/HazMat account at a cost of$5 5,260.00 Approval for (5) staff members to attend the Annual Tyler, NENA and APCO Conference September 16- 20, 2024 in State College. Estimated expenses per staff - Hotel $636.00, Approval for (4) staff member to attend the Annual Keystone Emergency Management, PEMA and VOAD Conference at the Blair County Convention Center October 20 -22, ,2024 Approval to purchase a 2018 Police Interceptor Ford Explorer from the Emergency Medical Services Institute 1002 Church Hill Road, Pittsburgh, PA 15205. Cost is $21,000.00 which includes waming lights, sirens, radio console and other emergency equipment. Consider placing on the agenda approval of a (3) year 24/7 Chair Fleet Program contract. Yearly amount will be $5,639.04 which includes a 1% discount. Contract will bet for (8)chairs for the 9-1-1 center, chairs are rated for 24/7 intensive use and weight rated for 500 pounds.  consider placing on the agenda: (13:10)  Registration $159.00 meals $ 60.00 this is a 9-1-1 budgeted expense.  Cost is being covered by Region 13.  Commissioner Dunn yes Commissioner Lohr yes Commissioner Vicites yes Motion passed unanimously Human Resources  CENTRAL DEPARTMENT  Consider placing on the agenda the ratification of the hiring of Braeden McKnight, Part Consider placing on the agenda ratification of the transfer of Emma Santor to Part Time  Time Clerk, Non-Union, $12.00/hour effective May 30, 2024. Clerk, Non-Union, $12.00/hour effective June 3, 2024.  COMMISSIONERS: WEST NILE VIRUS  Consider placing on the agenda the ratification of the hiring of Howard Metzger, West Nile Virus Technician, Non-Union, $15.25/hour effective June 3, 2024.  COMMISSIONERS: RECORDS  Consider placing on the agenda the transfer of Nicole Glaze to Records ArchivisiMicrographcs Operator, SEIU, PG 14, Step SR1, $18.80/hour ($36,660.00  annually) effective June 24, 2024.  7    CYS  Consider placing on the agenda the approval of the resignation of Kathryn Franklin, Consider placing on the agenda the approval of the resignation of Maxwell Henney, Consider placing on the agenda the approval of the resignation of Alexandria Kennedy,  Caseworker III, effective May 31, 2024. Caseworker I, effective June 3, 2024. Caseworker II, effective June 19, 2024.  ELECTION BUREAU  Consider placing on the agenda the promotion of Melissa Rexrode to Election Technology Manager, Non-Union, Supervisor, PG 8, Step B, $216.8/hour ($42,276.00  annually) effective June 24, 2024.  EMA  Consider placing on the agenda the approval ofi the separation of Cassandra Jones, Consider placing on the agenda the approval of the separation of Joshua Brinker, Consider placing on the agenda the approval of the separation of Brittany Sealy, Part  Dispatcher Trainee, effective May 10, 2024. Dispatcher Trainee, effective June 7, 2024. Time Dispatcher, effective June 7, 2024.  FACT  Consider placing on the agenda the approval of the resignation of Charles Mitchell, Full Consider placing on the agenda the ratification of the hiring of David Brady, Part Time Bus Driver (CDL), SEIU, PG 14, Step SR, $18.16/hour effective June 3, 2024. Consider placing on the agenda the approval of the resignation of Christine Pillar,  Time Bus Driver, effective May 16, 2024.  Transportation Information Specialist, effective June 7, 2024.  FCBHA  Consider placing on the agenda the approval of the retirement of Tina Berthlotte, MR Consider placing the agenda the approval of the resignation of Deonna VanVerth, Clerk Please consider placing on the agenda the approval to hire (5) TO BE DETERMINED, County Caseworker 1, at $19.82 per hour, $38,649.00 annually, effective July 1, 2024.  Program Specialist 1, effective June 5, 2024. Typist 2, effective June 21, 2024.  8    FINANCE  Consider placing on the agenda the ratification of the hiring of Casey Leonard, Finance Director, Non-Union, Supervisor, PG 24, $56.41/hour ($110,000 annually) effective  June 3, 2024.  TAX CLAIM  Consider placing on the agenda the approval of the resignation of Sarah Minnick,  Director of Tax Claim, effective May 31, 2024.  1. Office of Human and Community Services/FACT:  Consider placing on the agenda approval of the Homeless Assistance Program contracts for FY 2024-25 between the County of Fayette and the following local  Provider Agencies, effective July 1, 2024, as listed:  City Mission-Living Stones, Inc. shall be reimbursed for actual allowable costs and only for eligible contracted services actually provided up to a maximum of Fayette County Community Action Agency shall be reimbursed for actual allowable costs and only for eligible contracted services actually provided up to a  $170,000.00.  maximum of $256,916.00.  Consider placing on the agenda approval of the Human Services Development Fund contracts for FY 2024-25 between the County of Fayette and the following local  Provider Agencies, effective July 1, 2024, as listed:  Albert Gallatin Human Services Agency, Inc. shall be reimbursed for actual allowable costs and only for eligible contracted services actually provided up to a City Mission-Living Stones, Inc. shall be reimbursed for actual allowable costs and only for eligible contracted services actually provided up to a maximum of Fayette County Behavioral Health shall be reimbursed for actual allowable costs and only for eligible contracted services actually provided up to a maximum of Fayette County Community Action Agency shall be reimbursed for actual allowable costs and only for eligible contracted services actually provided up to a  maximum of $98,400.00.  $10,000.00.  $77,350.00.  maximum of $10,000.00.  9    Fayette County Drug & Alcohol Commission, Inc. shall be reimbursed for actual allowable costs and only for eligible contracted services actually provided up to a  maximum of $20,180.00.  2. Planning, Zoning and Community Development:  Consider placing on the agenda RZ 24-04, Salvatore Ross Jr., Connellsville Township, requesting a change of zone from "R-1" Moderate Density Residential to "A-1"  Agricultural-Rural (parcel 06-09-0136). 3. Commissioners:  Consider placing on the agenda the appointment of Warren Hughes, Tammy Stenson and Devan White to the Tourism Grant Review Committee, with terms to expire June Consider placing on the agenda the appointment of Paul Bortz to the Fayette County  30, 2026.  Redevelopment Authority with a term to expire on July 8, 2029.  Public Announcements Public Comments Adjournment  10    COUNTY OFFAYETTE COMMONWEALTH OF PENNSYLVANIA ORDINANCE NO. 2024- ENACTED. JUNE: 20, 2024  FORMAL. ACTION CONSTITUTING A DEBT ORDINANCE UNDER THE LOCAL GOVERNMENT UNITI DEBT ACT  AUTHORIZING THE INCURRING OF NONELECTORAL DEBT BY THE ISSUANCE OF A GENERAL OBLIGATIONNOTE IN A PRINCIPAL AMOUNT NOT TO EXCEED FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS ($4,500,000.00); COVENANTING TO PAY, AND PLEDGING UNLIMITED TAXING POWER FOR THE PAYMENT OF, THE NOTE; FIXING THE FORM, MAXIMUM INTEREST RATE, MATURITY, REDEMPTION AND OTHER PROVISIONS FOR THE PAYMENT THEREOF; AUTHORIZING THE ACCEPTANCE OF A PROPOSAL FOR THE PURCHASE OF THE NOTE; AUTHORIZING A FILING OF REQUIRED DOCUMENTS WITH THE DEPARTMENT OF COMMUNITY AND ECONOMIC DEVELOPMENT; RATIFYING AND DIRECTING CERTAIN ACTIONS OF OFFICERS; AND MAKING CERTAIN OTHER  COVENANTS. AND! PROVISIONS IN RESPECT OF THE: NOTE.  Note Counsel: Dinsmore & Shohl LLP 1300 Six PPG Place Pittsburgh, PA 15222 Solicitor: John M. Purcell, Esq. 551 East Church Street Uniontown, PA 15401  8    WHEREAS, the County of Fayette (the "Local Government Unit") previously authorized al loan financing program offering reduced interest rate loans to municipal entities located within the Local Government Unit for qualified municipal infrastructure projects designated as the "Fayette County  Infrastructure Bank Program" (the "FCIB Program"); and  WHEREAS, on May 16, 2024, the Board of County Commissioners approved the projects WHEREAS, the Board of County Commissioners (the' "Governing Body") oft the Local Government Unit deems it advisable tol borrow aj principal sum not to exceed $4,500,000 pursuant to the Local Government Unit Debt Act, 53 Pa.C.S.A. $8001 et seq. (the' "Debt Act"), for thej purposes described on WHEREAS, Stifel Nicolaus & Company, Incorporated (the' "Plaçement Agent") has obtained a Purchase Proposal (defined hereinafter), attached hereto as Exhibit PC, to arrange: for the purchase, by abank or financial institution lawfully conducting business int the Commonwealth of Pennsylvania (the "Purchaser", as hereinafter further identified), of the Note (defined hereinafter) to be issued by thel Local Government Unit in order to achieve the financing of the Local Government Unit's Project.  identified in Exhibit PI hereto as eligible fori inclusioni in the FCIB Program; and  Exhibit PI hereto (the' "Project"); and  NOW, THEREFORE, it is hereby ENACTED as follows:  Section 1. Definitions  Unless the context clearly indicates otherwise, the following terms shall, for all purposes of this Ordinance, have the meanings hereby ascribed to them. Moreover, such terms, together with all other provisions oft this Ordinance, shall be read and understood in a manner consistent with the provisions oft the Debt Act, as generally interpreted by the Department of Community and Economic Development or by Words or phrases importing the masculine gender shall be read and understood to include the feminine and neuter genders and those importing number shall include singular or plural, both as appropriate to the context. The word "person," in addition to natural persons, shall mean and include corporations, associations andj public bodies and their successors unless the context shall indicate otherwise.  courts maintaining competent jurisdiction.  "Bank" means thel Purchaser andi is an: alternative designation. "County Code" means' The County Code, as amended, 16H P.S. $101, etseq.  "Dated Date" means the date of delivery of the Note, expected to be July 31, 2024, or such other date that may be determined and fixed by the Purchaser and the Local Government Unit, upon which  interest will begin to accrue on the Note.  "Department" has thei meaning given to such termi in Section 21 hereof. "Designated Officers" has the meaning given to such termi in Section 21 hereof.  "First Note Payment Date" means December 1, 2024, the date upon which interest on the Note is first payable, as may be further specified by the Purchaser in accordance with the Purchase Proposal  relating to the Note.  "Lender" mans thel Purchaser and is an alternative designation. "Loan Agreement" has the meaning given to such term in Section 21 hereof.  9    "Local Government Unit" means the County of Fayette, a county and political subdivision oft the Commonwealth of Pennsylvania, duly organized and validly existing under the Constitution and laws ofthe  Commonwealth, particularly The County Code, as amended. "Maturity Date" means December 1,2044. 2024, in a principal amount not to exceed $4,500,000.00.  "Note" or "Obligation" means the Local Government Unit's General Obligation Note, Series of "Note Payment Date(s)" means, singularly or jointly, June 1 and December 1 of each year during the term thereof, or as may be further specified by the Local Government Unit and the Purchaser in accordance with the Purchase Proposal, commencing with thel First Note Payment Date. "Project" has thei meaning given to such term in Exhibit PI hereto.  "Purchase Proposal" means thel Request for Proposal for al Direct Bank Loan, set out in Exhibit PC Local Government Unit by execution and delivery of the same pursuant to Section 6 herein; provided however that the term shall, in addition, mean and include any addendums to the Proposal for Purchase of the Note containing the final terms and conditions of the sale oft the Note (consistent with the parameters established herein) from the Purchaser, with thei intent that the two documents shall be: read and interpreted as one, and furthermore that the Proposal for Purchase oft the Note together with the addendum thereto, if any, shall govern the rights and duties oft thel Local Government Unit and1 thel Purchaser, inters se. Placement Agent following its solicitation of proposals by means of the Request for Proposal for a "Redemption Date(s)" means any date, selected by the Local Government Unit, with at least five (5) business days' prior written notice to the Purchaser, on which the Local Government Unit shall prepay all, or any portion of, subject to certain conditions, the outstanding principal amount oft the Note, together with alli interest then accrued and owing, in order to redeem and prepay the same.  hereto, dated  2024, as revised, as obtained by the Placement Agent, and accepted by the  "Purchaser" means. Direct Bank Loan.  identified and proposed by the  "Redemption Price" means 100% of the principal amount of the Note being redeemed and "Tax Code" means the Internal Revenue Code of 1986, as amended, along with applicable  prepaid.  regulations and rulings.  Section 2. Authorization  The Local Government Unit hereby authorizes the incurrence, and the increase, of nonelectoral indebtedness in a principal amount not to exceed $4,500,000.00, to be evidenced by its General Obligation Note, Series of 2024 in substantially the form attached hereto as Exhibit A to the Loan Agreement (defined hereinafter) (with such changes as the Designated Officers, hereinafter defined,  shall approve), in order to pay the costs oft the Project. (30/360 day year basis) for a period of  The Note will be dated the Dated Date, will bear interest at a fixed rate of 20_, and subsequently will reset to the Purchaser's then-current  % per annum  C years from the Dated Date through  year cost of funds plus basis points, payable on the Note Payment Dates, beginning with the First  10    Note Payment Date, and will amortize, as to principal, in part, on each said Note Payment Date according to the schedule of maximum principal and interest payments set out in Exhibit DS attached hereto. Specific payments of principal of and interest on the Note advanced and outstanding shall be due and payable in according to the schedule ofj principal amortization provided by the Purchaser following the end oft the draw period, as provided in the Loan Agreement. During the second period, notwithstanding the above-stated formula, the maximum interest rate shall be  year %.  The Note shall preserve to the Local Government Unit the right, to prepay, at any time beginning on the applicable Redemption Date and on any date thereafter, and from time to time, in whole ori in part (but ifi in part, then in an amount equal to the whole project amount allocable to one or morei individual applicant(s) as described in Exhibit P, as further described in the Purchase Proposal); at aredemption price of 100% of the principal amount being prepaid and redeemed, and any amount outstanding thereunder, in all cases with interest accrued to the date of such prepayment and Furthermore, the Note will be issued subject to, and the terms and conditions of payment, prepayment and security further delineated by and under a loan agreement (the "Loan Agreement") incorporating the terms and conditions oft the Purchase Proposal. The Loan Agreement, substantially in the form attached hereto as Exhibit LA, is hereby approved, and the same shall be executed and delivered, with such changes as the Designated Officers shall approve, upon the issuance and delivery ofthel Note, in exchange for the Purchase Price ofs said Note at the settlement thereof. The Local Government Unit hereby authorizes and directs the Governing Body (including individual members thereof) and the Chief Clerk, or their duly elected and acting successors (the "Designated Officers"), to execute and deliver the Note, the Loan Agreement and all such documents, and to do and perform all acts necessary and proper for the issuance and further security of the Note, including the filing of proceedings with the Pennsylvania Department of Community and Economic Development (the Department") to enable the Department to certify its approval to issue, sell and The Designated Offiçers are hereby further authorized and directed to; provide to the Purchaser each year, for as long as thel Note is outstanding, a copy of the audited financial statements of the Local Government Unit within 270 days of the fiscal year end (or if the audit has notl been completed, a copy of the unaudited financial statements, and the annual audited financial statements within 30 days of availability), and to comply with and perform all the terms and conditions oft the Loan Agreement and The Designated Officers are hereby authorized and directed to prepare such materials and make such filings, applications and solicitations that are necessary to obtain appropriate approvals for the  redemption.  deliver thel Note.  the Note.  issuance oft the Note and the matters contemplated hereby. Section 3. Preparation ofl Debt Statement  As required by $8110 of the. Act, any member of the Governing Body and the Chief Clerk oft the Local Government Unit are authorized to prepare, execute and acknowledge thel Debt Statement, and its  accompanying Borrowing Base Certificate.  Section 4. Security and) Payment of the Note  The Note shall be a general obligation of the Local Government Unit to the extent permitted by law, The Local Government Unit hereby covenants with the Purchaser and with subsequent holders, from time to time, of the Note (if any) that it will (a) include the amount of the debt service for each  11    fiscal year in which any installment of principal or interest is payable in its budget for that year, (b) appropriate such amounts to the payment ofs such debt service, and (c) duly and punctually pay or cause to be paid the principal of and interest on the Note on the dates, at the place and in the manner stated For such budgeting, appropriation and payment oft the Note, the Local Government Unit hereby pledges its full faith, credit and taxing power. The Local Government Unit further covenants and agrees to undertake, perform and pursue all acts, applications, appeals, procedures and petitions, including the filing and pursuit of legal actions and remedies within appropriate administrative and judicial forums, necessary to permit and enable the Local Government Unit to budget and collect taxes and other revenues adequate to fulfill the foregoing covenant. The maximum amounts of debt service which are The Local Government Unit authorizes the creation (in its name and identified by reference to the Note), ofa Sinking Fund for the payment of the Note with the Purchaser, which is a bank lawfully conducting business in the Commonwealth of Pennsylvania, and does further covenant to maintain such Sinking Fund, in accordance with the Local Government Unit Debt Act, until the Note is paid in full. The Local Government Unit shall serve as its own paying agent and shall well and timely pay, from the Sinking Fund, the full amounts ofa all principal of and interest owing on the Note, as and when due and payable, until the Note is paid in full. Finally, the Local Government Unit shall serve as registrar in respect oft thel Note, according to the provisions oft the Act in compliance with current industry standards  therein according to the true intent andi meaning thereof.  payable in respect of thel Note are set forthi in Exhibit DS attached hereto.  andj practices.  Section 5. Tax Covenants.  The Local Government Unit hereby states its intention to comply with all the provisions of Sections 103 and 141 through 150, inclusive, of the Internal Revenue Code of 1986, as amended (the "Tax Code"); the Local Government Unit represents and covenants that it has undertaken and performed, and will undertake and perform, or, as appropriate, discontinue, upon the instruction of] Note Counsel, all those acts necessary and proper to the maintenance of the exclusion from gross income of the interest on the Note to the registered owner(s) thereof conferred by those Sections, as interpreted by applicable regulations, rulings or other pronouncements of the Secretary of the United States The Local Government Unit covenants that the Note is not an issue: (1)(a) more than 10 percent of the proceeds of which are to be used for any private business use, and (b) the payment of the principal of, or thei interest on, more than 10 perçent of thej proceeds, directly or indirectly, is (x): secured by any interest inj property used or to be used for a private business use, or payments ini respect ofs such property, or (y) to be derived from payments in respect of property, or borrowed money, used or to be used for aj private business use; nor (2) the proceeds of which, in an amount exceeding the lesser of five percent ofs such proceeds, or $5,000,000, are to be used to make or finance loans to persons other than The Local Government Unit covenants that no portion of the proceeds of the Note is reasonably expected (at the time ofis issuance of the Note) to be used, nor will be so used, directly or indirectly, (1) to acquire higher yielding investments, or (2) to replace funds which were used directly or indirectly to acquire higher yielding investments. This prohibition does not apply to proceeds invested in higher yielding investments (a) for a reasonable temporary period until such proceeds are needed for the purpose of the Note, or (b) as a part of a reasonably required reserve or replacement fund. For these purposes, "higher yielding investment" means any investment property (generally, a security or debt obligation) that produces a yield over the term of thel Note which is materially higher than the yield on  Department of the' Treasury.  governmental units.  thel Note but does noti include any tax-exempt obligation.  12    The Local Government Unit covenants to pay and rebate its arbitrage profits (being an amount equal to the sum of(1) the excess of(a) the amount earned on all nonpurpose investments over (b) the amount which would have been earned if the nonpurpose investments were invested at a rate equal to the yield on the Note; plus (2) any income attributable to said excess [provided, further, that any gain or loss on the disposition of a nonpurpose investment will be taken into account]) to the United States in accordance with the provisions of Section 148(f) of the Tax Code and regulations thereunder, but only as and to the extent that none of the following exceptions apply to thel Local Government Unit. Rebate to the United States as described above shall not be required of the Local Government Unit if, and in the event that any one of the following exceptions applies: (i) SIX MONTH SAFE HARBOR -1 the gross proceeds of the Note are expended for the Project by no later than the day which is six months after the date ofi issuance of the Note, or, the gross proceeds, except the lesser of five percent of the gross proceeds of the Note or $100,000, are sO expended by said date and such remaining portion is expended by no later than the day which is one year after the date ofi issuance oft the Note; (ii) 18-MONTH SPEND-DOWN - the following cumulative percentages of the gross and investment proceeds of the Note are expended for the Project by no later than the day which is the indicated period of time following the date of issuance ofi thel Note: 15% six months; 60% one year; 100% eighteen months (except that not more than 5%, representing only reasonable retainage on the costs of the Project, may remain unexpended after eighteen months, but not in excess of thirty months); (iii) TWO YEAR SPEND-DOWN (CONSTRUCTION ISSUES ONLY) the following cumulative percentages ofavailable construction proceeds of the Note are expended for the Project by nol later than the day which is the indicated respective period oft time following the date ofi issuance of1 the Note: 10% six months; 45% one year, 75%- - eighteen months; 100% two years (except that not more than 5%, representing only reasonable retainage on the costs of the Project, may remain unexpended after two years, but noti ine excess of three years); or (iv) SMALL ISSUER- (a) 95 percent or more of the net sale proceeds (being gross proceeds minus amounts deposited into ai reasonably required reserve fund) oft the Note is to be used for local governmental activities of the Local Government Unit (or a subordinate entity), and (b) the aggregate face amount of all tax-exempt obligations other than private activity bonds, issued by the Local Government Unit, and all subordinate entities thereof (but not including any obligations not outstanding or to be redeemed, as may be excluded under prevailing interpretations of the Tax Code and regulations thereunder), during the calendar year in which the Note are issued, is not For these purposes, "gross proceeds" means any proceeds and replacement proceeds of the Note, "available construction proceeds" has the meaning used in $148()(4)(C)vi) of the Tax Code, "sale proceeds" means all amounts actually or constructively: received from the sale oft the Note, except accrued interest on the Note deposited to the Sinking Fund, and "nonpurpose investment" means any investment property acquired with the gross proceeds of the Note and not required to carry out the The Local Government Unit must prepare, or cause to be prepared, execute and submit to the Secretary IRS Form 8038-G (or 8038-GC, as applicable) according to all the requirements for The Local Government Unit hereby designates the Note to be a "qualified tax-exempt obligation" for the purposes of, and according to all the terms and conditions of, Section 265(b)(3) of the Tax Code. Having considered tax-exempt obligations previously issued, together with the Note, during the calendar year in which the Note is being issued, the Local Government Unit represents and covenants that the reasonably anticipated amount of qualified tax-exempt obligations (other than private activity bonds) which will be issued by the Local Government Unit (together with all subordinate entities) during said calendar year does not exceed $10,000,000, except as otherwise allocated to one or more governmental entities receiving benefits according to the provisions of Section 265(b)(3)(C)dm) of  reasonably expected to exceed $5,000,000.  governmental purpose of the Note.  information reporting containedi in Section 149(e) oft the Tax Code.  13    the Tax Code. For these purposes, "tax-exemption obligations" means any obligation the interest on  which is wholly-exempt from taxes under the" Tax Code.  Section 6.  Award  After due consideration ofs sundry factors, including thej professional advice of the Placement. Agent and current market conditions, the Local Government Unit hereby: (1) determines that a private sale by negotiation of thel Note isi in thel best financial interest ofthe Local Government Unit; and (2) authorizes the Chairman or any Vice-Chairman of the Board of County Commissioners and the Chief Clerk (or their appropriate successors acting by reason of absence or other incapacity), in their sole discretion, to award the sale oft thel Note to the Purchaser, by means of the execution, and delivery to the Purchaser, of the Purchase Proposal. The execution and delivery of thel Purchase Proposal is hereby authorized and confirmed.  Section 7.  Expeditious Settlement.  The Local Government Unit hereby authorizes and directs the Designated Officers, Note Counsel or Solicitor to undertake and perform all actions on behalf of the Local Government Unit The Designated Officers are further authorized and directed to undertake and perform, or cause to be undertaken or performed, all the ordinary duties of the Local Government Unit (and the same are hereby specifically approved) which may be required under, or reasonably contemplated by, the Purchase Proposal, including without limitation, retention of professionals, and execution and delivery of any certificates, orders, security agreements, mortgages and other similar documents and agreements that may be neçessary, in the opinion of the Purchaser, Note Counsel or Solicitor, for settlement oft the  necessary and proper to the expeditious settlement oft the sale of the Note.  sale of the Note. Section 8.  Note Ordinance a Contract  Upon the Local Government Unit's execution ofal Purchase Proposal relating to thel Note, this Ordinance, and the Loan Agreement relating thereto, as and when the same are executed and delivered, shall be deemed to be a contract with thel holders (including purchasers of participation interests  therein), from time to time, ofs said Note.  Section 9.  Inter-municipal Contracts  The Designated Officers of the Local Government Unit: are authorized to enter into contracts (including, as appropriate, loan or financing agreements, along with agreements for thej purchase or acquisition of notes or other promissory instruments) with the Albert Gallatin Municipal Authority, the Brownsville Municipal Authority, the Connellsville Housing Authority and the North Fayette County Municipal Authority to work collaboratively to finance and complete the Project.  14    DULY: ENACTED on. June 20, 2024.  COUNTY OF FAYETTE  [SEAL]  By:  Name: Scott Dunn  Title: Chairman, Board of Commissioners  Attest: By:  By:  Name: Amy Revak Title: ChiefClerk  Name: Vincent A. Vicites Title: Vice-Chairman  By:  Name: Dave Lohr Title: Secretary    Thomas Shelby & Company, Inc 309 South Park Drive St. Marys, OH 45885 PH:419-394-3377 Fax: 419-394-4815 Name/Address Fayette County911 24EMainSt Uniontown, PA1 15401  Quote Estimate # 1305  Date 5/3/2024  www.thomasheby.com:  Ship To  Quotation Good" Till 60Days Total  Description  Qty  Rate  Pricing per chair per year:  BodyBilt 12704HR 13504 inA Alternative Leatheri is$ $712 Thet below pricingi isy your cost for the entire contract per the terms and chair models selected. 24/7 Chair Fleet Program: 3- Vear Contract * Chairsi include the BodyBilt (3) i2704HR and (5)i i3504. *1 These arek black alternative! leather chalrs. * All chairs arer rated for 24/7 intensive use and weight rated toa at! least! 500 pounds. * Chairr models can! be mixedf for1 the same price. Paid inF Full- $16,746.24 (includes 2% discount). Thisi isaone time payment for all chairsf fori the: 3 year contract. Vearly Payment- $5,639,04 (x3 payments) (includes 1% discount). This would be paide every) year fort thet three years Quarterly Payment $1,424.00 (x12 payments). This would be paid quarterly andi includes no discounts.  2,136.00  17,088.00T  oft the contract.  1. Taxes maya apply. ATax Exempt or Proof ofExemption must bec on file ora accompanya 5. Estimatei is goodf for 30 days frome estimate date, unless other datei is specified. Purchase Order or given to us willl be charged! back you ta.  Subtotal Sales Tax Total  $17,088.00 $0.00 $17,088.00  Purchase Orderr requesting" Tax Exemps Status. 2. Above pricingi isf for material only unlessr noted. 3. Material quotedis FOBS Shipping Point. 4. Pleasec confirm pricing att the time ofo ordering.  (0.0%)  Please note any charges for services att time of delivery (such as Residential Delivery, Inside Delivery, Hand Unloading, Limited Access, Liftgate- allf facilities without al loading dock orf fork lifty willl requirea al liftgate for alll LTLDeliveries, etc.)r not listed on your  16    EQUIPMENTLEASE SUMMARY  LESSOR: Thomas Shelby and Company, Inc., of the City of St. Marys, Counly of Auglaize, State of Ohio, LESSEE: Fayette County 911, int the City of Uniontown, in the County of Fayette. in the State of Pennsylvania referred toi int this agreement as' "Lessee".  referred toi in this agreement as" "Lessor".  EQUIPMENT LEASED:  BodyBilt models (3) 12704HR. Alternative Leather, (5)13504 Altemative Leather Chair dentification numbers are ont file at Thomas Shelby and Company, Inc.  DELIVERYI LOCATION: Fayette County 911  24 El Main St Uniontown, PA 15401  LEASE SCHEDULE  COMMENCEMENT DATE OF LEASE: May 15.2024  TERM OF LEASE:  The term oft this lease shall be from! May: 2024 until May 2027 atr midnight on each date. Dates are subject to adjustment. Contract will bet fulfilled for 3 years from the date oft thei first delivery.  FREQUENCY OF RENT PAYMENT: Yearly AMOUNT OF EACH RENTI PAYMENT:  i. The Lessee (Fayette Countys 911) is obliged to payl Lessor at total of$17.088.00 for the  rights conveyed under this lease. Payment Options:  a) Quarterly for $1,424.00: for 12 quarters b) Yearly for $5.639.04 (includes 1% discount): for 3y years A1% discountis offered for yearly payments made att the time the contract begins. c) Paymenti in Full atf first year of contract for $16.746.24 (includes 2% discount) A2%0 discount is offeredf for Paymenti inF Full andr made: atthet time the contract begins  IfLessee (Fayette County 911) fails tor make ap payment on or before its due date, al late fee of$7 75.00 shall be due and payable immediately to Lessor. Payment Address is Thomas Shelby & Company, Inc., 309  South Park Drive, St. Marys, OH 45885,  Thomas Shelby8 & Company, Inc. Equipment Lease  Page1  May 3, 2024  17    TERMS AND CONDITIONS OF LEASE  SECTIONI EQUIPMENT  May Exchange-Each; year, on or about the yearly anniversary date, as set oft replacement chairs will be sent for exchange. The exchange will be_ BodyBilt models (3) i2704HR Altemative Leather, (5)3 i3504 Alternative Leather chairs in good or equivalent condition to the ones Lessor currently has. llis the Lessee's responsibility to reçeive the new shipment and retum the used set to Thomas Shelby and Lessee agrees that Lessor has made no representations or warranties of anyl kind or nature, express ori implied, with respect to any matter other than that contained in this agreement, including, but not limitedt tot the condition oru use oft thee equipment, its merchantability, itst fitness fora any particular purpose, ort the profitability of its used or operation. If maintenance and service is required between the yearly exchanges as servicei feei int the amount of$ 175.001 will be billedt tol Lesseei for any direct trips. Any costs for materials not covered under the manufacturer's warranty willl be! billed att the time of service. IfLessee (Fayette County 911) fails to pay all amounts due within ninety (90) days oft their due dates, then Lessor may terminate Lessor's obligations under this! lease andi take back possession: and control oft thep property. In the event oft termination for non-payment, Lessee (Fayette County911) shall remain liablet fort the balance due under this lease and all such rent: shall become due and payablei immediately. Lessor shall have the right to take possession of the equipment, without demand or notice, and Lessee's rightt to possession shall then terminate. Lessee authorizes the Lessor or any attorney of any Court of record to appear for and confess judgement as often as necessary against Lessee in any action to recover possession of the equipment or to recover all sums payable by Lessee under this agreement, with ten percent (10%) added as a collection fee. If upon taking possession of the equipment by Lessor thee equipment ist found nott to bei in the same good condition, repair, and working order as at thet time ofi its delivery tol Lessee, reasonable wear and tear excepted, Lessee agrees to pay for all the costsi in connection with and fori the purpose ofr reconditioning and reinstating the equipment Lesseea authorizes! Lessor tol havet the equipment reconditioned toi its original state onl Lessee's behalf and expense. Lessee agrees to immediately pay to Lessor upon written demand any and all expenses, incurredbyLessori ine exercising any ofi its rights undert this agreement. While any delinquency exists, all payments made! byLessee shall first be applied to curet the delinquency before anys sums willl be applied  Company, Inc.  SECTIONII WARRANTIES  SECTIONII DEFAULT  toi its original state.  toward the rental payments.  SECTIONI IV SCHEDULE SECTIONV TERM  The" schedule" meanst thel lease schedule: set fortha att the beginning oft this agreement.  Thet term of this Lease shall bet for the period stated int the lease schedule. Thei first rent payment shall be payable on May 15, 2024, or upon delivery oft the equipment tol Lessee. Allp payments shall be made tol Lessor at its office or to such other party or such ofher place as the Lessor may from time tot time designale in writing. Lessee waives all existing and future claims and offsets against any rent or other payments due undert this agreement, and agreest top payt the rent and other amounts undert this agreement when due regardless of any offset or claim that may be asserted byl Lessee or on Lessee's behalf.  Page2 2  Thomas Shelby & Company, Inc. Equipment Lease  May 3, 2024  18    SECTION VI ASSOMENPBANKAUPTOY  Lessee agrees that! Lessee will not assign, mortgage, or pledge this Lease or anyi interest ini it, orT make any alterations, additions, or improvements to the equipment, or permit the equipment to be used by any person other than the Lessee or Lessee's employees, without the prior written consent of the Lessee agrees that neither this Lease nor any interest oft the Lessee int this Lease shall be assignable ort transferable by operation of law. iti is hereby mutually agreed thati int the event any proceeding under the Bankruptcy Act, or any amendment to the Act, is commenced by or against the Lessee, or In the event the Lesseei is adjudgedi insolvent, makes any assignment for the benefit ofl Lessee's creditors, or ifav writ of attachment ofe execution is levied ont the equipment and is not released or satisfied within ten (10) days afterward, or ifi in any action or proceeding to which the Lessee is a party a receiver is appointed with authority to take possession or control of the equipment, Lessor may, at its option, terminate this Lease. Thet termination of this Lease shall not preclude Lessor from asserting any rights  Lessor.  to recover for loss of profits or other damages resulting from such termination.  SECTION VII USEOFE EQUIPMENT  Lessee (Fayette County 911) shall be responsible for maintaining the property in clean and working order taking into account normal wear and tear for the duration of the Lease agreement. Lessee acknowledges that this Lease is a commercial contract for the purposes of the Uniform Commercial Code. Any injuries or property damages or any other consequentia damages or losses suffered in connection with the equipment or its use shall be the sole responsibility oft the Lessee, and the Lessor isr relieved of any such liability or obligations. Lessee agrees to save Lessor harmless against any claim orl liability (including attorney's fees, costs, and expenses for the defense of anys such claim or liability)  arising out of the use or operation oft the equipment.  SECTIONY VII OPERATING REGULATIONS  Lessee shall comply with all laws, ordinances, and regulations, present or future, relating to the ownership, possession, use, or maintenance of the equipment throughout the term of this Lease. Lessee shalls save and! hold Lessor harmless from: any liability arisingfrom any failure to comply with this  section.  SECTIONIX TAXES  Lessor shall pay all license fees, registration fees, assessments, charges, and taxes that may now or later be imposed by any taxing authority upon the ownership, possession, leasing, renting, or use of  the equipment.  SECTION. X CLAIMS AND EXPENSES  Lessee agrees to hold and save the Lessor harmless from any and all claims, costs, expenses, damages, and liabilities, including reasonable attorey's fees, resulting from the use of operation oft the  equipment during the term of this Lease.  Page3  Thomas Shelby & Company, Inc. Equipment Lease  May 3, 2024    SECTION) XI ACCEPTANCE OF EQUIPMENT  Unless Lessee gives Lessor written notice specifying any defect in or other valid objection to the equipment within seventy two (72) hours after receiving the equipment, it shall be conclusively presumedt that the equipment wasi ing goodo operating conditionwhen reçeived, thatLessee: açcepted and approved the equipment, and that thee equipment was the equipment described int the Lease. Lesseei further agrees that! Lessor shalli ini no event! bel liable for any damages arising directlyori indirectly from the operation, failure, or defective condition of the equipment for any reason.  SECTION. XII  RETURN OF EQUIPMENT ONI EXPIRATION OF LEASE  Lessee agrees that upon the expiration of this Lease Lessee shall returnt thee equipment tot the! Lessori in the same condition in which it was received by the Lessee, ordinary wear and tear expected. Lessee shall return equipment to the Lessor at Lessee's own cost and expense, freight insurance prepaid, properly crated on board such carrier and to such destination as Lessor shall specify within aradius of  ten (10) miles from Lessee's address.  SECTION XII NO PURCHASE OPTION  Lessee shall have no option to purchase or otherwise acquire title to or ownership of any of the equipment and shall have only the right to use it under and subject tot the terms and provisions oft this  Lease.  SECTION XIV  EQUIPMENT LOCATION; INSPECTION BYI LESSOR  The equipment shall not be removedi from the location specified at the! beginning of this Lease without the prior written permission of the Lessor. Lessee shall advise the Lessor immediately of any damage to, or judicial process affecting, the equipment. Lessor shall have the right to enter the premises where the equipment is or may be located at any time during business hours fori the purpose of inspecting the  equipment.  SECTIONXV ADDITIONS, AND ALTERATIONS  Lessee shall not make any additions or alterations tot the equipment without the prior written consent of Lessor. All additions ori improvements made by Lessee to the equipment shall belong to and become the properly oft the Lessor and shall form part of the schedule upon the expiration of the terms of this Lease ori its sooner termination. Lessor, however, reserves ther right to require Lessee to remove any such additions or alterations andt tor restore the equipment toi its original condition as oft the! beginning of  the Lease,  SECTIONXVI INSURANCE  Lessee agrees to keep the equipment fully insured at its own cost and expense during the term of this Lease, during any renewal period, and during the time that the equipment is in transit to and from Lessee and until safely returned to Lessor. Lessee shall insure the equipment in the joint names of Lessee and Lessor and Lessor's lenderi for not less than the replacement value oft the equipment as of the inception of the Lease. The insurance shall be against all risks and shalli include adequate Public Liability (Bodily Injury and Property Damage Liability Insurance) insurance of not! lesst than One Million Dollars ($1,000,000.00). Lessee shall provide copies of the policies to Lessor and Lessor's lender. In the event of loss, whether total or partial, Lessor shall not be obligated to replace or to repair the equipment and Lessor shall have the option to terminate this Lease, in which event Lessee shall be relieved of its obligations under this Lease except those that have accrued and are owing to Lessor.  Page 4  Thomas Shelby & Company, Inc. Equipment Lease  May 3, 2024  ZU    SECTIONXVI (cont.)  The proceeds of anyi insurance, after payment of Lessor's lender, shall be apportioned! between Lessor and Lessee as their respective interests may appear. Lessee appoints Lessor and Lessor's lender as Lessee's attorney-in-fact to make claim and receive payment for any loss or damage under any  insurance policy issued on equipment.  SECTIONXVII MARKINGS  Ifat any time during the term of this agreement Lessor supplies Lessee with tags, plates, or other markings stating that the equipment is owned by Lessor, Lessee shall permanently affix such  identification markings upon a prominent place ont the equipment.  SECTION XVII ASSIGNMENT OF AMOUNTSDUE  Lessor may assign the amounts due or to become due under this agreement to any bank or other financial institution without prior notice to Lessee and Lessee agrees to recognize such assignment. However, such an assignment shall not relieve Lessor from its obligations to Lessee under this agreement and no such assignee shall be obligated to perform any duty, obligation, or covenant  required to be performed by Lessor under this Lease.  SECTION XIX  EQUIPMENT IS PERSONAL PROPERTY; OWNERSHIP  The equipment is, and shall at all times remain, personal property notwithstanding that the equipment or any part of it may now be, or subsequently become, attached to real property. Ownership of the equipment is andr remains with Lessor. Nothing contained ini this Lease shalll be construed as conveying to the Lessee any right, title, or interest in and to the equipment other than as a Lessee. All rights to claiming any or all tax attributes associated with the ownership of this equipment remain exclusively  with thel Lessor.  SECTION XX TIME IS OF THE ESSENCE SECTION, XXI  Time is oft the essence of this Lease and each and all provisions.  BINDING EFFECT ON SUCCESSORS AND ASSIGNS  This Lease shall inure to the benefit of and be binding upon the successors and assigns of the respective parties and the heirs, executors, and administrators of the Lessee, if an individual. Nothing in this Section shall impair any of the provisions prohibiting any assignment without the prior written  consent of the Lessor.  SECTION XXII GENDER; NUMBER  Whenever the context of this Lease requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural, or vice versa. If there is more than one Lessee named in  this Lease, their liability shall be, joint and several.  SECTION XXIII  GOVERNING LAW; JURISDICTION OF COURTS  This agreement shall be construed andi interpreted in accordance with the laws of the State of Ohio. By executing this Lease, Lessee submits to the jurisdiction of the courts of the State of Ohio, Auglaize  County Court, for purposes of any action arising under this Lease.  Page 5  Thomas Shelby & Company, Inc. EquipmentLease  May 3,2024    SECTION: XXIV ACCEPTANCE BYLESSOR  This instrument shall not be binding on the Lessor until executed by an authorized officer of the Lessor and the supplier of the equipment has agreed to supply the equipment in accordance with Lessor's purchase order. However, Lessor reserves the right to waive any or all conditions relating lo. the equipment purchase order without impairing any of the conditions and covenants contained in this  Lease agreement.  SEÇTION: XXV FINANCING STATEMENTS  Lessee appoints Lessor its true and lawful attorney to prepare, execute, and sign any Financing Statements in order to protect its interest in the property set forth in this agreement, to sign the name of the Lessee with the same force and effect as if signed by the Lessee, and tot file such statement in the proper state and counties as required. Lessee declares that such Financing Statements signed by  the Lessor as its attorney shall be binding upon its heirs and assigns.  SECTION: XXVI  FAILURE TO INSIST ON STRICT COMPLIANCE  Lessor's failure to insist in any instance upon strict performance by Lessee of any provision in this Lease shall not be constructed as a permanent waiver of such provision or as a waiver of any other  provision of this Lease.  SECTIONXXVI SEVERABILITY SECTION XXVIII ENTIRE. AGREEMENT  Ifany provision of this Lease is held invalid or unenforceable, the remainder of this Lease will not be  affected byi it.  This Lease contains the complete and exclusive statement of the agreement between Lessor and Lessee relating to the lease of equipment and cannot be amended, altered, or changed except by a  written instrument signed by the parties.  SECTIONXXIX  APPLICATION OF PROVISIONS; SPECIFIC OVER GENERAL  Iftwo or more, provisions of this Lease apply to any situation arising under this Lease, the more specific shall apply, provided that such application carries out the purpose and intent of this Lease.  Page 6  Thomas Shelby & Company, Inc. Equipment Lease  May 3, 2024    LESSEESCERTIPCATON  THE UNDERSIGNED LESSEE LEASES THE ABOVE-DESCRIBED EQUIPMENT FROM LESSOR, AND UPON ITS ACCEPTANCE BY LESSEE, LESSEE AGREES TO BE BOUND BY AND TO COMPLY FAITHFULLY WITH THE TERMS AND CONDITIONS STATED IN THIS LEASE, WHICH Executed by Lessee at Fayette County911, Uniontown.PA. IN WITNESS WHEREOF the parties tot this  LESSEE HAS READ AND UNDERSTANDS FULLY  Lease have hereunto set their hands this fifteenth day of May Month, 2024 Year. LESSOR: Thomas Shelby and Company, Inc. LESSOR WITNESS:  Sign Print LESSEE: Sign Print  Date  Sign Print LESSEE WITNESS: Sign Print  Date  Dale  Date