HomeMy WebLinkAbout8106RESOLUTION NO. 8106
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS,
CALIFORNIA, AUTHORIZING THE EXECUTION AND DELIVERY OF AN
EQUIPMENT LEASE/PURCHASE AGREEMENT, AND OTHER INSTRUMENTS,
AND DETERMINING OTHER MATTERS IN CONNECTION THEREWITH
WHEREAS, the laws of the State of California (the "State") authorize the City of Redlands
(the "City"), a duly organized political subdivision and municipal corporation of the State, to
purchase, acquire and lease personal property the benefit of the City and its inhabitants and to enter
into any necessary contracts; and
WHEREAS, the City desires to lease, purchase and/or finance equipment ("Equipment")
from Caterpillar Financial Services Corporation and/or an authorized Caterpillar dealer
("Caterpillar") by entering into that certain Governmental Equipment Lease -Purchase Agreement
(the "Agreement") with Caterpillar attached hereto as Exhibit "A;" and
WHEREAS, the form of the Agreement has been presented to the City Council of the City at
its July 7, 2020, meeting at which this Resolution was adopted;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
REDLANDS AS FOLLOWS:
Section 1. The Agreement, including all schedules and exhibits attached to the
Agreement, is approved in substantially the form presented at the City Council's July 7, 2020,
meeting, with any Approved Changes as defined below.
Section 2. The City entered into the Agreement with Caterpillar and the Agreement is
adopted as a binding obligation of the City.
Section 3. That changes may later be made to the Agreement if the changes are
approved by the City's legal counsel and the members of the City Council of the City (the
"Approved Changes"), and that the signing of the Agreement and any related documents is
conclusive evidence of the approval of the changes.
Section 4. That Chris Boatman, the City's Facilities and Community Services Director,
be and is authorized, directed and empowered, on behalf of the City, to (i) sign and deliver to
Caterpillar, and its successors and assigns, the Agreement and any related documents, and (ii) take
or cause to be taken all actions he deems necessary or advisable to acquire the Equipment, including
the signing and delivery of the Agreement and related documents.
Section 5. That the City Clerk of the City is authorized to attest to this Resolution and
affix the seal of the City to the Agreement, this Resolutions, and any related documents.
Section 6. That nothing in this Resolution, the Agreement, or any other document
imposes a pecuniary liability or charge upon the general credit of the City or against its taxing
power, except to the extent that the payments payable under the Agreement are special limited
obligations of the City as provided in the Agreement.
1
1:\Reso1u6ons\Res 8100-8199\8106 Caterpillar Lease Agreement 7.720.docx
Section 7. That a breach of this Resolution, the Agreement, or any related document
will not impose any pecuniary Iiability upon the City or any charge upon its general credit or against
its taxing power, except to the extent that the payments payable under the Agreement are special
limited obligations of the City as provided in the Agreement.
Section 8. This Resolution shall take effect immediately upon its adoption.
ADOPTED, SIGNED AND APPROVED this 7th day of July, 2020.
M4 0
ATTEST:
J e Donaldson, City Clerk
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I: 1Resolutions\Res 8100-8199\8106 Caterpillar Lease Agreement 7.7.20.docx
I, Jeanne Donaldson, City Clerk of the City of Redlands, hereby certify that the foregoing resolution
was duly adopted by the City Council at a regular meeting thereof held on the 7th day of July, 2020,
by the following vote:
AYES:
Councilmembers Barich, Tejeda, Momberger, Davis; Mayor Foster
NOES:
None
ABSTAIN:
None
ABSENT:
None
��aW4;e�
J e Donaldson, City Clerk
3
1:1ResolutionslRes 8100-8199\8106 Caterpillar Lease Agreement 7.7.20.docx
Governmental Equipment Lease -Purchase Agreftment
Transaction Number 3893399
LESSOR ("we", "us", or "our"): LESSEE ("you" or "your'):
CATERPILLAR FINANCIAL SERVICES CORPORATION CITYOFREDLANDS
2120 West End Avenue 35 CAJON ST.
Nashville, TN 37203 REDLANDS, CA 92373.4786
CAT°
Rnancial
In reliance on your selection of the equipment described below (eacif a "Unit"), we have agreed to acquire and lease the Units to you, subject to the
terms of this Lease. Until this Lease has been signed by our duly authorized representative, it will constitute an offer by you to enter into
this Lease with us on the terms stated herein.
2. DESCRIPTION OF THE UNITS
3. Lease Payments; Current Expense You will pay us the lease payments,
Including the final lease payment set forth above (collectively, the "Lease
Payments"). Lease Payments will be paid by you to us as follows: a first
payment of $27,174.35 will be paid in advance and the balance of the Lease
Payments is payable in 5 successive annual payments of which the first 4
payments are in the amount of $27,174.35 each, and the last payment is in
the amount of $101,00 plus all other amounts then owing under this Lease,
with the first Lease Payment due on the date that we sign this Lease and
subsequent Lease Payments due on a like date of each year thereafter until
paid in full. A portion of each Lease Payment constitutes interest and the
balance of each Lease Payment is payment of principal. The Lease
Payments will be due without demand. You will pay the Lease Payments to
us at Caterpillar Financial Services Corporation; P.O. Box 100647;
Pasadena, CA 91189.0647 or such other location that we designate in
writing. Your obligations, including your obligation to pay the Lease
Payments due in any fiscal year, will constitute a current expense of yours
for such fiscal year and will not constitute an indebtedness of yours within
the meaning of the constitution and laws of the State in which you are
located (the "State"). Nothing in this Agreement will cons8tute a pledge by
you of any taxes or other moneys, other than moneys lawfully appropriated
from time to lime for the payment of the "Payments" (as defined in the last
sentence of this Section) owing under this Agreement. You agree that,
except as provided in Section 7, your duties and liabilities under this
Agreement and any associated documents are absolute and
unconditional. Your payment and performance obligations are not
subject to oancelation, reduction, or setoff for any reason. You agree
to settle all claims, defenses, setoffs, counterclaims and other disputes
you may have with the Supplier, the manufacturer of the Unit, or any
other third party directly with the Supplier, the manufacturer or the
third party, as the case may be. You will not assert, allege or make any
such claim, defense, setoff, counterclaim or other dispute against us or
with respect to the payments due us under this Agreement As used in
this Agreement, "Payments" will mean the Lease Payments and any other
amounts required to be paid by you.
The portion of the Lease Payments constituting principal will bear interest
(computed on the basis of actual days elapsed in a 360 day year) at the rate
of 3.36% per annum.
4. Late Charges If we do not receive a Payment on the date It is due, you will
pay to us, on demand, a late payment charge equal to the lesser of five
percent (5%) of such Payment or the highest charge allowed by law.
Security Interest To secure your obligations under this Agreement, you
grant us a continuing first priority security interest in each Unit (Including any
Additional Collateral), including all attachments, accessories and optional
features (whether or not installed on such Units) and all substitutions,
replacements, additions, and accessions, and the proceeds of all the
foregoing, including, but not limited to, proceeds In the form of chattel paper,
You authorize the filing of such financing statements and will, at your
expense, do any act and execute, acknowledge, deliver, file, register and
record any document, which we deem desirable to protect our security
interest in each Unit and our rights and benefits under this Agreement. You,
at your expense, will protect and defend our secudty interest in the Units and
will keep the Units free and clear of any and all claims, liens, encumbrances
and legal processes however and whenever arising.
Disclaimer of Warranties WE HAVE NOT MADE AND DO NOT MAKE
ANY WARRANTY, REPRESENTATION OR COVENANT OF ANY KIND,
EXPRESS OR IMPLIED, AS TO THE UNITS. AS TO US, YOUR LEASE
AND PURCHASE OF THE UNITS WILL BE ON AN "AS IS" AND "WHERE
IS" BASIS AND "WITH ALL FAULTS". Nothing In this Agreement is
Intended to limit, waive, abridge or otherwise modify any rights, claims,
or causes of action that you may have against any person or entity
other than us.
Non -Appropriation You have an immediate need for, and expect to make
immediate use of, the Units. This need is not temporary or expected to
diminish during the term of this Agreement. To that end, you agree, to the
extent permitted by law, to include in your budget for the current and each
successive fiscal year during the term of this Agreement, a sufficient amount
to permit you to discharge your obligations under this Agreement.
Notwithstanding any provision of this Agreement to the contrary, we and you
agree that, in the event that prior to the commencement of any of your fiscal
years you do not have sufficient funds appropriated to make the Payments
due under this Agreement for such fiscal year, you will have the option of
terminating this Agreement as of the date of the commencement of such
fiscal year by giving us sixty (60) days prior written notice of your Intent to
terminate. No later than the last day of the last fiscal year for which
appropriations were made for the Payments (the "Return Date"), you will
~1 nuoou amonom auracT
return to us all of the Units, at your sole expense, in accordance with Section
14, and this Agreement will terminate on the Return Date without penalty or
expense to you and you will not be obligated to pay the Lease .Payments
beyond such fiscal year; provided, that you will pay all Payments for which
moneys have been appropriated or are otherwise available; and provided
further, that you will pay month to -month rent at the rate set by us for each
month or part of any month that you fail to return the Units.
8, Tax Warranty You will, at all times, do and perform all acts and things
necessary and within your control to ensure that the interest component of
the Lease Payments will, for the purposes of Federal income taxation, be
excluded from our gross income. You will not permit or cause your
obligations under this Agreement to be guaranteed by the Federal
Government or any branch or instrumentality of the Federal Government.
You will use the Units for the purpose of performing one or more of yofir
governmental functions consistent with the scope of your authority and not in
any trade or business carried on by a person other than you. You will report
this Agreement to the Internal Revenue Service by filing Form 8038G,
8038GC or 8038, as applicable. Failure to do so will cause this Agreement
to lose its tax exempt status. You agree that if the appropriate form is not
filed, the interest rate payable under this Agreement will be raised to the
equivalent taxable interest rate. If the use, possession or acquisition of the
Units is determinad to be subject to taxation, you will pay when due all taxes
and governmental charges assessed or levied against or with respect to the
Units.
9. Assignment You may not, without our prior written consent, by operation of
law or otherwise, assign, transfer, pledge, hypothecate or otherwise dispose
of your right, title and interest in and to this Agreement and/or the Units
and/or grant or assign a security interest in this Agreement and/or the Units,
in whole or in part. We may not transfer, sell, assign, pledge, hypothecate,
or otherwise dispose of our right, title and interest in and to this Agreement
and/or the Units and/or grant or assign d security interest in this Agreement
and/or the Units, in whole or in part.
10. Indemnity To the extent permitted by law, you assume liability for, agree to
and do indemnify, protect and hold harmless us and our employees, officers,
directors and agents from and against any and ail liabilities, obligations,
losses, damages, injuries, claims, demands, penalties, actions, costs and
expenses (including reasonable attorney's fees), of whatsoever kind and
nature, arising out of the use, condition (including, but not limited to, latent
and other defects and whether or not discoverable by you or us), operation,
ownership, selection, delivery, storage, leasing or return of any item of Units,
regardless of where, how and by whom operated, or any failure on your part
to accept the Units or otherwise to perform or comply with any conditions of
this Agreement.
Insurance; Loss and Damage You bear the entire risk of loss, theft,
destruction or damage to the Units from any cause whatsoever. No loss,
theft, destruction or damage of the Units will relieve you of the obligation to
make Lease Payments or to perform any obligation owing under this
Agreement. You agree to keep the Units insured to protect all of our
interests, at your expense, for such risks, in such amounts, in such forms
and with such companies as we may require, including but not limited to fire
and extended coverage insurance, explosion and collision coverage, and
personal liability and property damage liability insurance. Any insurance
policies relating to loss or damage to the Units will name us as loss payee as
our interests may appear and the proceeds may be applied toward the
replacement or repair of the Units or the satisfaction of the Payments due
under this Agreement. You agree to use, operate and maintain the Units in
accordance with all laws, regulations and ordinances and in accordance with
the provision of any policies of insurance covering the Units, and will not rent
the Units or permit the Units to be used by anyone other than you. You
agree to keep the Units in good repair, working order and condition and
house the Units in suitable shelter, and to permit us or our assigns to inspect
the Units at any time and to otherwise protect our interests in the Units. If
any Unit is customarily covered by a maintenance agreement, you will
furnish us with a maintenance agreement by a party acceptable to us.
12. Default; Remedies An "Event of Default" will occur if (a) you fail to pay any
LESSOR
CATERPILLAR FINANCIAL SERVICES CORPORATION
Signature _
Name (print)
Title
Date
Payment when due and such failure continues for ten (10) days after the due
date for such Payment or (b) you fail to perform or observe any other
covenant, condition, or agreement to be performed or observed by you under
this Agreement and such failure is not cured within twenty (20) days after
written notice of such failure from us. Upon an Event of Default, we will have
all rights and remedies available under applicable law. In addition, we may
declare all Lease Payments due or to become due during the fiscal year in
which the Event of Default occurs to be immediately due and payable by you
and/or we may repossess the Units by giving you written notice to deliver the
Units to us in the manner provided in Section 14, or in the event you fail to do
so within ten (10) days after receipt of such notice, and subject to all
applicable laws, we may enter upon your premises and take possession of
the Units. Further, if we financed your obligations under any extended
warranty agreement such as an Equipment Protection Plan, Extended
Service Contract, Extended Warranty, Customer Service Agreement, Total
Maintenance and Repair Agreement or similar agreement, we may cancel
such extended warranty agreement on your behalf and receive the refund of
the extended warranty agreement fees that we financed but had not received
from you as of the date of the Event of Default.
13. Miscellaneous This Agreement may not be modified, amended, altered or
changed except by a written agreement signed by you and us. In the event
any provision of this Agreement is found invalid or unenforceable, the
remaining provisions will remain in full force and effect. This Agreement,
together with exhibits, constitutes the entire agreement between you and us
and supersedes all prior and contemporaneous writings, understandings,
agreements, solicitations, documents and representations, expressed or
implied. Any terms and conditions of any purchase order or other documents
submitted by you in connection with this Agreement which are in addition to
or inconsistent with the terms and conditions of this Agreement will not be
binding on us and will not apply to this Agreement. You agree that we may
correct patent errors in this Agreement and fill in blanks including, for
example, correcting or filling in serial numbers. VIN numbers, and dates. Any
notices required to be given under this Agreement will be given to the parties
in writing and by certified mail at the address provided in this Agreement, or
to such other addresses as each party may substitute by notice to the other,
which notice will be effective upon its receipt.
14. Title; Return of Units Notwithstanding our designation as "Lessor", we do
not own the Units. Legal title to the Units will be in you so long as an Event of
Default has not occurred and you have not exercised your right of
non -appropriation. If an Event of Default occurs or if you non -appropriate, full
and unencumbered title to the Units will pass to us without the necessity of
further action by the parties, and you will have no further interest in the Units.
If we are entitled to obtain possession of any Units or if you are obligated at
any time to return any Units, then (a) title to the Units will vest in us
immediately, and (b) you will, at your expense, promptly deliver the Unit to us
properly protected and in the condition required by Section 11. You will
deliver the Unit, at our option, (i) to the nearest Caterpillar dealer selling
equipment of the same type as the Unit; or (ii) an board a carrier named by
us and shipping the Unit, freight collect, to a destination designated by us. If
the Unit is not in the condition required by Section 11, you must pay us, on
demand, all costs and expenses incurred by us to bring the Unit into the
required condition. Until the Units are returned as required above, all terms of
this Agreement will remain in full force and effect including, without limitation,
your obligation to pay Lease Payments and to insure the Units.
15. Other Documents In connection with the execution of this Agreement, you
will cause to be delivered to us (i) either (A) a certified copy of your
authorizing resolution substantially in the form attached as Attachment S and
a copy of the minutes of the relevant meeting or (B) an opinion of your
counsel substantially in the form attached as Attachment C; (ii) a Verification
of Insurance substantially in the form attached to this Agreement; (iii) a copy
of the signed Form filed with the Internal Revenue Service required in
Section 8 above as Attachment D; and (€v) any other documents or items
required by us.
16. Applicable Law This Agreement will be governed by the laws, excluding
the laws relating to the choice of law, of the State in which you are located.
LESSEE
Signa-
PI75WW :77
_.,.
ill \
V
Date. ■
F— Ho GOA.ER E 6 Tl H< 0O O5M2020 10 PM CT
CAT
Financial
Verification of insurance
LESSOR (we): LESSEE (you):
CATERPILLAR FINANCIAL SERVICES CORPORATION CITY OF RSDLANDS
2120 West End Avenue
T.
Nashville, TN 37203-0001 REDLANDS, CA 92373-4786
• •- -•
1. The above -named Lessor and Lessee have entered into Governmental Equipment Lease -Purchase Agreement Transaction
Number 3893399 (the "Agreement"). In accordance with the Agreement, Lessee has( instructed the insurance agent named below:
Company: V(] e,(� ��yG QNp(
Address: C o' B l�. ��� 3 P* C_1Nk —{ 1109
Phone No: 1 jj ` — I5(a 0 2—:1
�
Agent's Name:!-�Nb�' "��Y —
to issue:
a. All Risk Physical Damage Insurance on the Equipment (as defined in the Agreement) evidenced by a Certificate of Insurance and
Long Form Loss Payable Clause naming the Lessor and/or its Assignee, as loss payee.
The Coverage Required: the aggregate purchase price for the Equipment.
b. Public Liability Insurance evidenced by a Certificate of Insurance, naming the Lessor and/or its Assignee as Additional Insured,
with a minimum of $1,000,000 per occurrence is required.
2. Proof of insurance coverage will be provided to Lessor or its Assignee prior to the time the Equipment is delivered to Lessee.
Model # Equipment Description
1. 4201`2 Caterpillar Backhoe Loader
LESSEE
CITY OF RE N�
Signature
Name (print)
Title _ �7�
Date J `
Lam No. GOVINS
Serial # VI # Value Including Tax
$127, 023.00
......1105�H x 137 Pu cT
r.AH1Ht t 1
Concluding Payment Schedule to
Governmental Agreement
Quote number ... .......... .. ... 1.....-.. , .. .............. 636-681 1
Dated "TO � U� t , 20 2-0
between
Caterpillar Financial Services Corporation
and
CITY OF Ri DLANDS
Description of Unit: I Caterpillar 420F2
Number
of
Payments
Beginning
Payment
fnterest
Concluding
Date Due
Made
Balance
Amount
Balloon
3.35000"/o
Payment {'1
Mary-20-20
1
127,430.00
27,174.35
0.00
0.00
100,255.65
May-20.21
2
100,255.65
27,174.35
0.00
3,359.56
76,439.86
May-20-22
3
76,439.86
27,174.35
0-00
2,560.74
51,826.25
May-20-23
4
51,826.25
27,174-35
0.00
1,736.19
26,388.08
May-20-24
5
26,388,08
27,174.35
0.00
884.00
97.73
May-20-25
6
97.73
0.00
101.00
3.27
0.00
total 135.871.75 101.00 8,542.75
{*) Dues not include any rent payment or other amount then due.
Initialed:
( e
-681 1 Caterpillar Financial Services Corporation Pa