City Council

CITY OF WILKES-BARRE PENNSYLVANIA CITY CO NCIL AGENDA REVISED CITY COUNCIL DECEMBER 18, 2025 6:00 p.m. George C. Brown, Mayor (see attached)  WILKES-BARRECITY COUNCIL WORK SESSION - DECEMBER18, 2025 MAYOR'SAGENDA RESOLUTIONS: Appointing David Wilson to the Parking Authority. (Tofill the unexpired term of Patricia Unvarsky). Authorizing the issuance of a Tax and Revenue Anticipation Note, series of 2026 in the principal amount of three million dollars ($3,000,000); Providing for the Dated Date, Interest Rate, Maturity Date, Payment and Place of Payment in respect of the note; Accepting the proposal for the purchase of the note; naming a sinking fund depositary/paying agent; Authorizing the proper officers of the City to execute and deliver the note and certain other documents and certificates in connection therewith; If applicable, designating the note as a "Qualified Tax-Exempt Obligation" under Section 265(b) of the Internal Revenue Code of 1986, as amended; Authorizing and directing the preparation, certification and filing of the necessary documents with the Department of Community and Economic Development of the Commonwealth of Pennsylvania; Setting forth a form of the note. Authorizing and requesting the Mayor to execute the Articles of Agreement of the Luzerne County Emergency Services Commission.  CITY OF WILKES-BARRE PENNSYLVANIA CITY 0 NCIL AGENDA REVISED CITY COUNCIL DECEMBER 18, 2025 PLEDGE OF ALLEGIANCE ROLL CALL PUBLIC INPUT ON PENDING LEGISLATION RESOLUTIONS MINUTES PRESENTATIONS BY COUNCIL MEMBERS PUBLIC DISCUSSION ADJOURNMENT  CITY COUNCIL DECEMBER18, 2025 RESOLUTIONS Appointing David Wilson to the Parking Authority. Authorizing the issuance of a Tax and Revenue Anticipation Note, series of 2026 in the principal amount of three million dollars ($3,000,000); Providing for the Dated Date, Interest Rate, Maturity Date, Payment and Place of Payment in respect of the note; Accepting the proposal for the purchase of the note; naming a sinking fund depositary/paying agent; Authorizing the proper officers of the City to execute and deliver the note and certain other documents and certificates in connection therewith; If applicable, designating the note as a "Qualified Tax-Exempt Obligation" under Section 265(b) of the Internal Revenue Code of 1986, as amended; Authorizing and directing the preparation, certification and filing of the necessary documents with the Department of Community and Economic Development of the Commonwealth of Pennsylvania; Setting forth a form of the note. Authorizing and requesting the Mayor of the City of Wilkes-Barre to execute the Articles of Agreement of the Luzerne County Emergency Services Commission. MINUTES Of the General Municipal Authority of November 25, 2025. Of the Zoning Hearing Board of November 19, 2025. Of the Wyoming Valley Sanitary Authority of October 21, 2025. Of the Regular Session of City Council of December 4, 2025. Resolution No:_____ _ Wilkes-Barre, PA'--------- BE IT RESOLVED by the City Council of the City of Wilkes-Barre: WHEREAS, Section 5:08 of the City Charter of the City of Wilkes-Barre authorizes the Mayor, with the advice and consent of City Council, to appoint members of city Boards, Commissions and Authorities as provided by law; WHEREAS, it is the desire of the City of Wilkes-Barre to appoint the following member to the Parking Authority of the City of Wilkes-Barre; NOW, THEREFORE, BE IT RESOLVED, that the following person is hereby appointed as a member of the Parking Authority: Name Term Expires David Wilson December 31, 2028 15 Mallory Place Wilkes-Barre, PA 18702 *Mr. Wilson is being appointed to fill the unexpired term of Patricia Unvarsky who is moving out of the area. Submitted by ________________________ _ ROLLCALL Resolution No:------ Wilkes-Barre, PA:.--------- BE IT RESOLVED by the City Council of the City of Wilkes-Barre: CITY OF WILKES-BARRE LUZERNE COUNTY, PENNSYLVANIA RESOLUTION Adopted December 18, 2025 AUTHORIZING THE ISSUANCE OF A TAX AND REVENUE ANTIGIPATION NOTE, SERIES OF 2026 IN THE PRINCIPAL AMOUNT OF THREE MILLION DOLLARS ($3,000,000); PROVIDING FOR THE DATED DATE, INTEREST RATE, MATURITY DATE, PAYMENT AND PLACE OF PAYMENT IN RESPECT OF THE NOTE; ACCEPTING THE PROPOSAL FOR THE PURCHASE OF THE NOTE; NAMING A SINKING FUND DEPOSITARY/PA YING AGENT; AUTHORIZING THE PROPER OFFICERS OF THE CITY TO EXECUTE AND DELNER THE NOTE AND CERTAIN OTHER DOCUMENTS AND CERTIFICATES IN CONNECTION THEREWITH; IF APPLICABLE, DESIGNATING THE NOTE AS A "QUALIFIED TAX-EXEMPT OBLIGATION" UNDER SECTION 265(b) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; AUTHORIZING AND DIRECTING THE PREPARATION, CERTIFICATION AND FILING OF THE NECESSARY DOCUMENTS WITH THE DEPARTMENT OF COMMUNITY AND ECONOMIC DEVELOPMENT OF THE COMMONWEAL TH OF PENNSYLVANIA; SETTING FORTH A FORM OF THE NOTE. • WHEREAS, City of Wilkes-Barre, Luzerne County, Pennsylvania (the "City"), anticipates receiving taxes and other revenues during the fiscal year ending December 31, 2026, which taxes and other revenues are currently uncollected; and WHEREAS, the City has estimated, on a monthly basis, its expected taxes, revenues and expenditures for the fiscal year ending December 31, 2026, and has determined that during a portion of such fiscal year it will experience a "cumulative cash flow deficit" as such phrase is defined in the regulations promulgated under Sections 103 and 148 of the Internal Revenue Code of 1986, as amended (the "Code"); and WHEREAS, the City has determined to borrow monies for the purpose of funding, in part, such cumulative cash flow deficit by issuing a note to be repaid from the anticipated taxes and revenues, all in accordance with the Local Government Unit Debt Act of the Commonwealth of Pennsylvania, Act 53 Pa.C.S., Chapters 80-82, as _reenacted and amended (the "Debt Act"); and Submitted by _______________________ _ ROLLCALL  WHEREAS, the City has received an acceptable proposal for the purchase of its Tax and Revenue Anticipation Note as hereinafter described; and WHEREAS, as required by Section 8126 of the Debt Act, officials of the City have heretofore made an estimate of the taxes and revenues to be received during such fiscal year ending December 31, 2026, and, by their execution of a certificate with respect thereto dated this date, have certified to such estimate. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Wilkes- Barre, Luzerne County, Pennsylvania (the "Council"), in lawful session duly assembled, as follows: Section 1. For the reasons and purposes recited above, the City hereby exercises its power and authority to borrow money and authorizes the issuance and sale of its Tax and Revenue Anticipation Note, Series of 2026, in the principal amount of Three Million Dollars ($3,000,000) (the "Note") in anticipation of the receipt of current taxes and revenues during the fiscal year ending December 31, 2026, such Note to be issued, sold and delivered as hereinafter provided. Section 2. The Mayor and City Controller of the City, attested by the City Clerk, are hereby authorized and directed, in the name and on behalf of the City, to prepare and file with the Department of Community and Economic Development of the Commonwealth of Pennsylvania a certified copy of this Resolution, a certificate setting forth the taxes and revenues to be collected in the fiscal year ending December 31, 2026, and a true copy of the accepted Proposal (hereinafter defined) for the purchase of the Note, all as set forth in and required by Section 8128 of the Debt Act. The Mayor and City Controller of the City, attested by the City Clerk, are also hereby authorized and directed, in the name and on behalf of the City, if applicable, to prepare and verify a certificate, in accordance with Sections 103 and 148 of the Code and the regulations applicable thereto, setting forth the anticipated use of the proceeds, to prepare and deliver to the Purchaser of the Note the certificate required by Section 8127 of the Debt Act relating to the total amount of the City's tax and revenue anticipation notes outstanding on the date of delivery of the Note, and to take any and all other action, and to execute and deliver any and all other documents and instruments, as may be necessary, proper or desirable to effect the issuance and sale of the Note as contemplated herein. The certification made on the date of adoption of this Resolution by the aforementioned officials of the City, relating to the amount of taxes and other revenues remaining to be collected by the City in the fiscal year ending December 31, 2026, is hereby ratified and approved. Section 3. The Note shall be designated "City of Wilkes-Barre, Luzerne County, Pennsylvania, Tax and Revenue Anticipation Note, Series of 2026", shall be in registered form, without coupons, shall be prepayable prior to maturity, shall be in the denomination of Three Million Dollars ($3,000,000), shall be dated the date of issuance, shall bear interest at the rate of interest set forth in the Proposal from the date of delivery until maturity, shall mature on December 31, 2026, and shall be payable as to principal and interest at the place and in the manner and be otherwise in substantially the form set forth in the form of Note attached as Exhibit "A" hereto and the Proposal attached as Exhibit "B" hereto or such other Proposal as may be selected in accordance with Section 8 of this Resolution. 2 SLl 3823856vl 072466.00068  Section 4. The Note, when issued, will be a general obligation of the City. If applicable, in accordance with the provisions of Section 265 (b) of the Internal Revenue Code of 1986, as amended (the "Code"), the City hereby finds, determines and designates the Note as a "qualified tax-exempt obligation" as defined in Section 265(b)(3)(B) of the Code, for the purposes of such Section 265 (b) of the Code. If applicable, the City determines that it and all entities with which it is aggregated under Section 265(b)(3)(E) of the Code have not issued, and do not reasonably expect to issue, tax-exempt obligations which, in the aggregate, exceed or will exceed Ten Million Dollars ($10,000,000) during the calendar year 2026. If applicable, the City also determines that it will not engage in any action or inaction which will or may cause the Note to fail or cease to constitute a "qualified tax-exempt obligation" under Section 265(b)(3) of the Code. Section 5. The Note shall be executed by the Mayor and City Controller of the City, shall have the corporate seal of the City affixed thereto, and shall be duly attested by the City Clerk. The Mayor and City Controller of the City are further authorized and directed to deliver the Note to the Purchaser hereinafter named upon the terms and conditions hereinafter provided and to execute and deliver such other documents and instruments, attested to by the City Clerk, and to take such other action as may be necessary or appropriate to effect the issuance and sale of the Note in accordance with this Resolution and the Debt Act. The execution and delivery of the Note in accordance with Section 9 hereof and this Section 5 shall constitute conclusive proof of the approval of the final terms and provisions of the Note by the City. Section 6. The Note, together with any other tax and revenue anticipation notes issued, or to be issued, by the City during the City's fiscal year ending on December 31, 2026, shall, upon issuance thereof, be equally and ratably secured by a pledge of, security interest in, and a lien and charge on, the taxes and other revenues to be received by the City during the period when the Note is outstanding; and the Mayor and City Controller of the City, attested by the City Clerk, are hereby authorized and directed to prepare and file, or to have filed, such financing statements as may be necessary to fully perfect such pledge, security interest, lien and charge pursuant to the Pennsylvania Uniform Commercial Code and Section 8125 of the Debt Act. Section 7. If applicable, the City hereby covenants that it will not make any use of the proceeds of the Note or do or suffer any other action which, if such use or action had been reasonably expected on the date of issuance of the Note, would cause the Note to be an "arbitrage bond" or a "private activity bond" as such terms are defined in Section 148 or Section 141 of the Code and the regulations applicable thereto and further covenants that it will comply with Section 148 and Section 141 of the Code, and with any regulations applicable thereto, throughout the term of the Note, including without limitation, any requirements relating to a rebate of certain excess earnings pursuant to Section 148(f) of the Code of any regulations applicable thereto now existing or promulgated hereafter. In connection therewith, the Mayor and City Controller of the City, attested by the City Clerk, are hereby authorized and directed to execute and to deliver, in the name and on behalf of the City, any and all documents or other instruments which Stevens & Lee, P.C., Bond Counsel, may reasonably request to provide its opinion that the Note is not an "arbitrage bond" or a "private activity bond" within the meaning of Section 148 and Section 141 of the Code and the regulations applicable thereto, if applicable. 3 SLI 3823856vl 072466.00068  Section 8. The proposal of the lender identified therein, presented to the Council is attached hereto as Exhibit "B", or such other proposal and lender, and with such other terms and provisions, as may be selected by the Mayor of the City (such proposal selected in accordance with this Section 8 being hereinafter referred to as the "Proposal" and such lender selected in accordance with this Section 8 being hereinafter referred to as the "Purchaser"), is hereby accepted and the Note is hereby awarded to the Purchaser at a private sale for the purchase price of Three Million Dollars ($3,000,000). The terms of the Proposal are incorporated herein by reference with the same effect as if set forth in full at this place. The Mayor and City Controller, attested by the City Clerk, are hereby authorized and directed to, accept the Proposal, in the name of and on behalf of the City, by executing the City's acceptance on an original copy of the Proposal, to deliver a copy of the same to the Purchaser and to file the original with the records of the City. The Mayor and City Controller are hereby authorized to deliver the Note to the Purchaser upon receipt of the full principal amount of the purchase price for such Note and upon compliance with all conditions precedent to such delivery as required by the Debt Act, this Resolution and the Proposal; and such Mayor and City Controller, attested by the City Clerk, is hereby authorized and directed to prepare, verify and deliver to the Purchaser concurrently with the delivery of the Note, the certificate required by Section 8127 of the Debt Act, a copy of which certificate shall be retained with the records of the City until all tax and revenue anticipation notes issued by the City during the fiscal year ending on December 31, 2026, shall have been paid in full. Section 9. The form of the Note shall be substantially as set forth and attached hereto as Exhibit "A," which form is hereby incorporated by reference and adopted as it fully recited at length herein and said form is hereby approved by this Council. The form of the Note as submitted to the City is hereby approved in substantially such form, with such changes, insertions and variations as are necessary or appropriate to reflect the final terms, including, but not limited to, taxable or tax-exempt interest rates, principal amounts, the name or designation and redemption or prepayment provisions, of the Note and whether the Note is issued as a taxable or tax-exempt interest rate note, all as determined by the Mayor of the City upon delivery of the definitive Note in accordance with the provisions of this Resolution and such other changes as the Mayor of the City may approve, such approval to be evidenced by such officer's execution and delivery of the Note. Section 10. The proper officers of the City are hereby authorized, empowered and directed to contract with a bank or bank or trust company authorized to do business in the Commonwealth of Pennsylvania (the "Paying Agent") for its services as paying agent and sinking fund depository in accordance with the terms of the Proposal, this Resolution and the Debt Act. The proper officers of the City are hereby authorized to establish a sinking fund for the Note with the Paying Agent for the benefit of the holder of the Note. The City Controller or other proper officer of the City is hereby authorized and directed to make deposits to the sinking fund to be held for the payment of principal and interest on the Note no later than the date of final maturity· thereof. Thereafter, the Paying Agent shall, without further authorization or direction from the City or any of its officials, withdraw moneys from the sinking fund and apply such moneys to the payment of principal and interest then due on the Note. Deposit by the City into the sinking fund of the full amount of such money shall satisfy in full the obligation of the City to pay principal and interest with respect to the Note. 4 SLI 3823856vl 072466.00068  Section 11. Stevens & Lee, P.C., is hereby appointed Bond Counsel to the City in connection with the issuance and sale of the Note. Section 12. The City Controller or other proper official of the City is hereby authorized and directed to pay at, or subsequent to, the closing for the issuance of the Note, all costs and expenses incurred by or on behalf of the City or required to be paid by the City in connection with the issuance and delivery of the Note to the Purchaser. Section 13. The Mayor, City Controller and City Clerk of the City and all other proper officers of the City are hereby authorized, jointly and severally, to do any and all other things necessary to effectuate the issuance, execution, delivery and sale of the Note, including the execution and delivery of any and all additional documents, representations, declarations, depositary agreements, debt service agreements, loan agreements, reimbursement agreements, security agreements, promissory notes, escrow agreements, assignments, financing statements, certificates, authorizations, contracts, engagement letters, agreements, insurance binders and other papers as may be necessary to effectuate any of the foregoing, and such execution and delivery shall be conclusive evidence of the authorization and approval thereof by the City. Section 14. If any provision, section, sentence, clause or part of this Resolution shall be held to be invalid or unconstitutional by any court of competent jurisdiction, such decision shall not affect or impair any remaining provision, section, sentence, clause or part of this Resolution, it being the intent of the City that the remainder of this Resolution shall remain in full force and effect. The City reserves the right to amend this Resolution or any portion hereof from time to time as it shall deem advisable in the best interest of the promotion of the purposes and intent of this Resolution, and the effective administration hereof. Section 15. This Resolution shall become effective immediately upon approval. Section 16. All resolutions or parts of resolutions, insofar as the same shall be inconsistent herewith, shall be and the same expressly hereby are repealed. [The remainder of this page intentionally left blank.] 5 SLI 3823856vl 072466.00068  DULY ADOPTED, THIS 18TH DAY OF DECEMBER, 2025, BY THE COUNCIL OF THE CITY OF WILKES-BARRE, LUZERNE COUNTY, PENNSYLVANIA, IN LAWFUL REGULAR SESSION DULY ASSEMBLED. CITY OF WILKES-BARRE Luzerne County, Pennsylvania Mayor City Controller Attest: City Clerk (SEAL) 6 SLl 3823856vl 072466.00068  EXHIBIT "A" NOTE SLI 3823856vl 072466.00068  EXHIBIT "B" PROPOSAL FOR PURCHASE OF NOTE SLl 3823856vl 072466.00068 R-1 $3,000,000 CITY OF WILKES-BARRE LUZERNE COUNTY, PENNSYLVANIA TAX AND REVENUE ANTICIPATION NOTE SERIES OF 2026 DATED JANUARY 5, 2026 The City of Wilkes-Barre (the "City"), Luzerne County, Commonwealth of Pennsylvania (the "Commonwealth"), for value received, hereby promises to pay to ______________ (the "Purchaser" or "Paying Agent"), upon surrender hereof, the principal sum of Three Million Dollars ($3,000,000) or such lesser particular sum as shall represent the unpaid balance of such principal sum advanced to the City with interest at the fixed annual interest rate of ____ % as specified in Option_ of the proposal (the "Purchase Proposal") of the Purchaser, payable on the unpaid and advanced balance of this Note during the term of this Note. Both the principal of and interest on this Note shall be payable in lawful money of the United States of America on December 31, 2026 (the "Maturity Date") (as specified in the Purchase Proposal (Option _J) upon presentation and surrender of this Note at the office of the Purchaser. The terms and provisions of the Purchase Proposal (Option _J, attached as Exhibit A hereto, are incorporated herein in their entirety as if fully set forth herein. Payments of principal and interest on this Note are payable on the dates set forth in the Purchase Proposal (Option _J. Interest on this Note shall be computed on the basis of a 360-day year for the actual number of days elapsed (365 or 366/360, as the case may be). [Upon any taxing authority's final decree or judgment that: (i) this Note is an arbitrage bond; or (ii) the interest on this Note is not excluded from gross income of the Purchaser for purposes of federal income taxation, the interest rate on this Note shall be reset to the Purchaser's taxable equivalent rate (the "Taxable Rate") as determined by the Purchaser, effective as of the date of the taxing authority's final decree or judgment. The City shall pay the Purchaser the difference between (i) the interest that would have been paid on this Note had the interest been set at the Taxable Rate as of the date of the taxing authority's final decree or judgment; and (ii) the interest actually paid under this Note. In addition, the City shall pay all taxes, interest, and penalties assessed to the Purchaser by any taxing authority with respect to this Note's tax status.] The City shall pay to the Purchaser a late charge for any payment of principal and/or interest not received by the Purchaser within fifteen (15) days of the due date in an amount equal to five percent (5.00%) of the amount of the delinquent installment of principal and/or interest or $100.00, whichever is less. The delinquency charge shall be paid promptly but only once for each delinquent payment. Upon the occurrence of an Event of Default (as described herein), the City shall pay interest on the unpaid principal balance of this Note at the Default Rate. For purposes hereof, the following terms shall have the following meanings: 1 SLI 3823913vl 072466.00068  "Default" means any Event of Default, and any event which with the passage of time or notice, or both, would become an Event of Default. "Default Rate" means a rate per annum equal to the interest rate as then in effect on this Note plus 5.000%. "Event of Default" shall have the meaning set forth herein under the heading "Events of Default". If the due date for payment ofinterest on or principal of this Note shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the Commonwealth are authorized by law or executive order to close, then payment of such interest, principal or redemption price need not be made on such date, but may be made on the next succeeding day which is not a Saturday, Sunday, legal holiday or a day upon which banking institutions in the Commonwealth are authorized by law or executive order to close with the same force and effect as if made on the due date for payment of principal or interest and no interest shall accrue thereon for any period after such due date. Both principal and interest are payable in such coin or currency as on the respective date of payment thereof and shall be legal tender for the payment of public and private debts, at the office of ________ , the paying agent, located in _____ . Pennsylvania. This Tax and Revenue Anticipation Note, Series of 2026 (the "Note"), is authorized and issued in the principal amount of Three Million Dollars ($3,000,000) in accordance with the provisions of the Local Government Unit Debt Act of the Commonwealth of Pennsylvania, Act 53 Pa.C.S. Chs. 80-82 (the "Act"), and pursuant to a resolution, dated December 18, 2025 (the "Resolution"), duly adopted by the City and filed, together with other required documents, with the Pennsylvania Department of Community and Economic Development. Reference is hereby made to the Act and the Resolution for a complete statement of the rights and limitations of rights of owners of the Note, to all of which the owner hereof by acceptance of this Note assents. This Note is issued under and in accordance with the Act, for the purpose of providing funds for current expenses payable in the current fiscal year in anticipation of the receipt of taxes and other revenues by the City from the date of original delivery of the Note to the stated maturity date thereof. The City shall have the privilege, at any time, and from time to time, to prepay the unpaid principal balance of this Note, in whole or in part, without premium or penalty, as provided in the Purchase Proposal. The Note does not pledge the credit or taxing power of the Commonwealth; nor shall this Note be deemed an obligation of the Commonwealth; nor shall the Commonwealth be liable for payment of the principal of or interest on this Note. The Purchaser shall have the right to exercise the remedies set forth herein and in 2 SLl 3823913vl 072466.00068 the Act. Any failure by the Purchaser to exercise any right or privilege hereunder shall not be construed as a waiver of the right or privilege to exercise such right or privilege, or to exercise any other right or privilege, at any other time, and from time to time, thereafter. This Note is secured under the Resolution by the pledge of, security interest in and a lien and charge on the taxes and other revenues of the City specified in the Resolution to be received during the period when the Note is outstanding, together with all proceeds thereof. Such pledge, security interest, lien and charge have been perfected and are enforceable in the manner provided by the Act. The City has covenanted that it will deposit in the sinking fund for the Note established by the Resolution with the Paying Agent such amounts as will be sufficient to pay the principal of and interest on the Note issued pursuant to the Resolution as and when the same shall become due and payable, and such sinking fund shall be applied exclusively to such purpose. The Purchaser shall have the right to exercise the remedies set forth in the Act. Any failure by the Purchaser to exercise any right or privilege hereunder shall not be construed as a waiver of the right or privilege to exercise such right or privilege, or to exercise any other right or privilege, at any other time, and from time to time, thereafter. [In the Resolution, the City has covenanted that it will not make any use of the proceeds of the Note or take or omit to take any other action which would cause the Note to be an "arbitrage bond" or a "private activity bond" as such terms are defined in Sections 148 and 141 of the Code, and applicable regulations promulgated with respect thereto, including, but not limited to, provisions regarding the use or investment of the proceeds of the Note and the rebate requirements in Section 148(f) of the Code.] [This Note has been designated in the Resolution by the City as a "qualified tax- exempt obligation" within the meaning of Section 265(b)(3)(B) of the Internal Revenue Code of 1986, as amended (the "Code").] The City agrees to provide to the Purchaser, (i) not later than 270 days after the end of each fiscal year of the City, audited financial statements of the City accompanied by a report of an independent certified public accountants, (ii) within thirty (30) days of adoption thereof, a copy of the City's annual operating budget, and (iii) any other financial information or operating reports as reasonably requested by the Purchaser. Events of Default. Any of the following events shall constitute an "Event of Default" under this Note: (a) the nonpayment when due, after ten (10) days written notice or oral notice followed by written confirmation, of any amount payable under this Note or of any amount owed to the Purchaser with regard to this Note when due, or the failure of the City to observe or perform, after thirty (30) days written notice, any agreement of any nature whatsoever with the Purchaser, including but not limited to, those contained in the documents executed in connection with the issuance of this Note; provided that such thirty (30) day notice period shall not apply to 3 SLl 3823913vl 072466.00068 events which, in the Purchaser's reasonable judgment, are not capable of being cured within thirty (30) days and the notice so provides; (b) if the City becomes insolvent or makes an assignment for the benefit of creditors, or if any petition is filed against the City under any provision of any state or federal law or statute alleging that the City is insolvent or unable to pay its debts as they mature or under any provision of the Federal Bankruptcy Code, and the failure to cause the same to be discharged within ninety (90) days, or the City voluntarily files any petition for such purpose; (c) if any information or signature furnished to the Purchaser by the City at any time in connection with this Note is false or incorrect; (d) the failure of the City to furnish timely to the Purchaser such financial and other information as the Purchaser may reasonably request or require; or (e) the City defaults in the payment of any amounts due under any other note, contract, lease or obligation to the Purchaser. Remedies. (a) At any time after occurrence of an Event of Default, the Purchaser may, at the Purchaser's option and sole discretion and without notice or demand, exercise any right or remedy as may be provided in this Note, the Resolution, any other writing delivered with this Note or which is provided at law or in equity. (b) The interest rate on the unpaid principal balance of this Note shall accrue at the Default Rate from the date on which an Event of Default occurs until the date on which all defaults are cured or the entire unpaid principal balance and all other sums due under this Note are actually received by the Purchaser, and any judgement entered hereon or otherwise in connection with any suit to collect amounts hereunder shall bear interest at the Default Rate. No Acceleration. This Note shall not be subject to acceleration prior to its stated maturity date upon the occurrence of an Event of Default. In any action under this Note, the Purchaser may recover all reasonable costs of suit and other expenses in connection with the action, including the cost of any attorneys' fees, paid or incurred by the Purchaser. The rights and remedies provided to the Purchaser in this Note and in the Resolution, (a) are not exclusive and are in addition to any other rights and remedies that the Purchaser may have at law or in equity, (b) shall be cumulative and concurrent, (c) may be pursued singly, successively or together against the City, and/or any of the security at the sole discretion of the Purchaser, and (d) may be exercised as often as occasion therefor shall arise. The failure to exercise or delay in exercising any such right or remedy shall not be construed as a waiver or release thereof. 4 SLI 3823913vl 072466.00068  The Purchaser shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Purchaser. Such a written waiver signed by the Purchaser shall waive the Purchaser's rights and remedies only to the extent specifically stated in such written waiver. A waiver as to one or more particular events of defaults shall not be construed as continuing or as a bar to or waiver of any right or remedy as to another or subsequent event or default. The Purchaser shall have the right to exercise the remedies set forth in the Act. Any failure by the Purchaser to exercise any right or privilege hereunder shall not be construed as a waiver of the right or privilege to exercise such right or privilege, or to exercise any other right or privilege, at any other time, and from time to time, thereafter. No recourse shall be had for the payment of the principal of or interest on this Note, for any claim based hereon or on the Resolution any member, officer or employee, past, present, or future, of the City or of any successor body, as such, either directly or through the City or any such successor body, under any constitutional provision, statute or rule of law, or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, and all such liability of such members, officers or employees is released as a condition of and as consideration for the issuance of this Note. It is hereby certified that all actions required by the Act to be taken to render this Note valid and obligatory have been taken pursuant to the Act, that all acts, conditions and things required by the laws of the Commonwealth of Pennsylvania to exist, to have happened or to have been performed precedent to and in the authorization and issuance of this Note exist, have happened and have been performed in regular and due form and manner as required by law; and that all existing indebtedness of the City is within every limitation prescribed by the Constitution and the statutes of the Commonwealth of Pennsylvania. [The remainder of this page intentionally left blank J 5 SLI 3823913vl 072466.00068  IN WITNESS WHEREOF, the City has caused this Note to be executed by its Mayor and City Controller, and its seal to be hereunto affixed and the same to be attested by its City Clerk this 5th day of January, 2026. (SEAL) CITY OF WILKES-BARRE Luzerne County, Pennsylvania By:___________ _ Mayor By-------------- City Controller Attest: City Clerk 6 SLl 3823913vl 072466.00068  EXHIBIT A TO NOTE Purchase Proposal SLI 3823913vl 072466.00068