HomeMy WebLinkAboutContracts & Agreements_217A-2019 Governmental Equipment Lease-Purchase Agreement CAT"
Transaction Number 3711722 Financial
1• PARTIES
LESSOR("we' "us' or"our): LESSEE("you'or"your):
CATERPILLAR FINANCIAL SERVICES CORPORATION CITY OF REDLANDS
2120 West End Avenue 36 CAJON ST
Nashville,TN 37203 REDLANDS,CA 92373-4786,
In reliance on your selection of the,equipment desbribed below(each 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
DESCRIPTION OF uteri :SERINAltt ANNUAL _FINAL LEASE butivuut DATE
Whether IheUnit is new or treed,the Umy'ue ID number for -_CEASE PAYMENT PAYMENT Eater date maohmewes
model number,the ma ufacture thie Uhiti Phis is due per ',deli'e eel to you
and the modelname. _ period,as"stated below in section 3. ,
(1)New 930M Caterpillar Wheel Loader KTG05163 $51,093.92 $101.00
TERMS AND CONDITIONS
3. Lease Paytlients;Current Expense You will pay us the lease payments, pay to us, on demand, a late payment charge equal to the lesser of five
including the final lease payment set forth above (collectively, the "Lease percent(5%)of such Payment or the highest charge allowed by law.
Payments"). Lease Payments will be paid by you to us as followsi a first 5, Security Interest To secure your obligations under this Agreement, you
payment of$51,093.92 will be paid in advance and the balance of the Lease pant us a continuingfirst prioritysecurityinterest in each Unit(includingany
Payments Is payable in 5 successive annual payments of which the first 4 9
payments are In the amount of$51,093.92 each,and the last payment is in Additional Collateral), Including all attachments, adeessoaas and optional
the amount of$101.00 plus all other amounts then owing under this Lease, featurescents, r o notaccessions,installed n such Units) and alle substitutions,althe
with the first Lease Payment due on the date that we sign this Lease and foregoing,incl additions,tand limitedto, r paroceeds
in the proceeds tto all the
subsequent Lease Payments due on a like date of each year thereafter until foregoing, rize theg,but not in acing statements the form andod chattel paper.
your.
paid in full.A portion of each Lease Payment constitutes interest and the You autgorize actan of such financing will, to
balance of each Lease Payment is payment of principal. The Lease expense, do any and execute, acknowledge, deliver, file, register and
urity
Payments will be due without demand. You will pay the Lease Payments to inrecord any document,Unta which wets deem desirablesnr protect our Agreement. you,
us at Caterpillar Financial Services Corporation P.O. Box 100647i at tyrest Ix each Unit and ear d fenand b ec uity i tere t inthe You,
Pasadena, CA 91189"0647 or such other location that we designate in will your expense,s freer and
and defend ourall security interest in ncu Unitsa and
writing. Your obligations, including your obligation to pay the Lease keep the Unfithowever and clear of any and all claims,liens,encumbrances
Payments due in any fiscal year,will constitute a'current expense of yours and legal processes and whenever arising.
for such fiscal year and will not constitute en indebtedness of yours within 6. Disclaimer of Warranties WE HAVE NOT MADE AND DO NOT MAKE
the meaning of the constitution and laws of the State in which you are ANY WARRANTY, REPRESENTATION OR COVENANT OF ANY KIND,
located(the"State"), Nothing in this Agreement will constitute a pledge by EXPRESS OR IMPLIED,AS TO THE UNITS. AS TO US, YOUR LEASE
you of any taxes or other moneys,other than moneys lawfully appropriated AND PURCHASE OF THE UNITS WILL BE ON AN"AS IS"AND"WHERE
from time to time for the payment of the"Payments"(as defined in the last IS" BASIS AND "WITH ALL FAULTS" Nothing in this Agreement is
sentence of this Section) owing under this Agreement. You agree that, intended to limit,waive,abridge or otherwis modify any rights,claims
except as provided in Section 7,your duties and liabilities under this or clauses of action that you may have against any person or entity
Agreement and any associated documents are absolute and other than us.
unconditional, Your payment and performance obligations are not 7 Non.Appropriation You have an immediate need for,and expect to make
subject to cancelation,reduction,or setoff for any reason. You agree immediate use of, the Units. This need is not temporary or expected to
to Settle all claims,defenses,setoffs,counterclaims and other disputes diminish during the term of this Agreement. To that end,you agree,to the
you may have with the Supplier,the manufacturer of the Unit,or any extent permitted by law, to include in your budget for the current and each
other third party directly with the Supplier, the manufacturer or the successive fiscal year during the term of this Agreement,a sufficient amount
third party,as the case may be You will not assert,allege or make any to permit you to discharge your obligations under this Agreement
such claim,defense,setoff,counterclaim or other dispute against us or Notwithstanding any provision of this Agreement to the contrary,we and you
with respect to the payments due us under this Agreement.As used in agree that,in the event that prior to the commencement of any of your fiscal
this Agreement, Payments"will mean the Lease Payments and any other years you do not have sufficient funds appropriated to make the Payments
amounts required to be paid by you, due under this Agreement for such fiscal year, you will have the option of
The portion of the Lease Payments constituting principal will bear Interest terminating this Agreement as of the date of the commencement of such
(computed on the basis of actual days elapsed in a 360 day year)at the rate fiscal year by giving us sixty(60)days prior written notice of your Intent to
of 4.15%per annum. terminate. No later than the last day of the last fiscal year for which
4. Late Charges If we do not receive a Payment on the date It is due,you wilt appropriations were made for the Payments(the"Return Date"),you wilt
Gm 1111 fi ' &IIIII "
return to us all of the Units,at your sole expense in accordance with Section Payment when due and such failure continues for ten(10)days after the due
14,and this Agreement will terminate on the Return Date without penalty or date for such Payment or (b) you fail to perform or observe any other
expense to you and you will not be obligated to pay the Lease Payments covenant condition or agreement to be performed or observed by you under
beyond such fiscal year; provided,that you will pay all Payments for which this Agreement and such failure is not cured within twenty (20) days after
moneys have been appropriated or are otherwise available, and provided written notice of such failure from us Upon an Event of Default we will have
further that you will pay month to-month rent at the rate set by us for each all rights and remedies available under applicable law In addition,we may
month or part of any month that you fail to return the Units declare all Lease Payments due or to become due during the fiscal year in
8. Tax Warranty You will, at all times do and perform all acts and things which the Event of Default occurs to be immediately due and payable by you
necessary and within your control to ensure that the interest component of Uits and/or use may repossess the Units by a lion 144u or intth notice to deliver fail to the
the Lease Payments will, for the purposes of Federal income taxation be Units to in the )manner after
d in Section tinsuchnotice the event you ll
excluded from our gross Income You will not permit or cause your soapp within ten (1we) days after receipt of mi and subject possessionto allf
obligations under this Agreement to be guaranteed by the Federal the Unitsnble laws,Further may enter upon your premises and take anytnd d
Government or any branch or instrumentality of the Federal Government. warranty
e an re if suwch
fps and quipyour ent Proleons Protection
any xtended
You will use the Units for the purpose of performing one or more ofyour Ser Service agreement t, Extended such as an Equipment r Service grPlee, n ExtendedTo
Contract, Warranty Customer Service Agreement, Total
governmental functions consistent with the scope of your authority and not in Maintenance and Repair Agreement or similar agreement, we may cancel
any trade or business corned on by a person other than you You will report such extended warranty agreement on your behalf and receive the refund of
this Agreement to the Internal Revenue Service by filing Form 8038G, the extended warranty agreement fees that we financed but had not received
8038GC or 8038 as applicable Failure to do so will cause this Agreement from you as of the date of the Event of Default
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 13 Miscellaneous This Agreement may not be modified amended,altered or
equivalent taxable interest rate If the use possession or acquisition of the changed except by a written agreement signed by you and us In the event
Units is determined to be subject to taxation,you will pay when due all taxes any provision of this Agreement is found invalid or unenforceable the
and governmental charges assessed or levied against or with respect to the remaining provisions will remain in full force and effect. This Agreement,
Units together with exhibits,constitutes the entire agreement between you and us
9 Assignment You may not,without our prior written consent,by operation of and supersedes all prior and contemporaneous writings understandings,
law or otherwise,assign transfer pledge,hypothecate or otherwise dispose implied.Any solicitations documents of any and representations,other expressed documents
ior
s
P implied. terms and conditions of purchase order or documents
of your right title and interest in and to this Agreement and/or the Units submitted by you in connection with this Agreement which are in addition to
and/or grant or assign a Security interest in this Agreement and/or the Units, or inconsistent with the terms and conditions of this Agreement will not be
in whole or in part. We may not transfer sell,assign,pledge,hypothecate, binding on us and will not apply to this Agreement You agree that we may
or otherwise dispose of our right,title and interest in and to this Agreement correct patent errors in this Agreement and fill in blanks including for
and/or the Units and/or grant or assign a security interest in this Agreement example correcting or filling in serial numbers,VIN numbers and dates.Any
and/or the Units,in whole or in part, notices required to be given under this Agreement will be given to the parties
10 Indemnity To the extent permitted by law,you assume liability for,agree to 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
and do indemnify,protect and hold harmless us and our employees officers,
directors and agents from and against any and all liabilities, obligations which notice will be effective upon its receipt
losses, damages, injuries claims demands, penalties, actions, costs and 14. Title, Return of Units Notwithstanding our designation as"Lesso',we do
expenses (including reasonable attorney's fees) of whatsoever kind and not own the Units Legal title to the Units will be in you so long as an Event of
nature,arising out of the use condition (including, but not limited to latent Default has not occurred and you have not exercised and other defects and whether or not discoverable by you or us),operation your right of
ownership selection,delivery storage leasing or return of any item of Units, non-appropriation If an Event of UnitsDef willit occurs or if you out the necessity
of
regardless of where how and by whom operated or any failure on your part and furtherunencumbered action by the titleparties to the passv to fusurther
without interestthe necessity of
to accept the Units or otherwise to perform or comply with any conditions of w area entitledon by b pnosand youiwill have no fs or uare in the Units
this Agreement If we 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
11 Insurance, Loss and Damage You bear the entire risk of loss theft
Properly protected and in the condition required by Section 11 You will
destruction or damage to the Units from any cause whatsoever No toss,
theft,destruction or damage of the Units will relieve you of the obligation to deliver the Unit, at our option (i) to the nearest Caterpillar dealer selling
equipment of the same type as the Unit,or(ii)on board a carrier named by
make Lease Payments or to perform any obligation owing under this
us and shipping the Unit,freight collect to a destination designated by us. If
Agreement You agree to keep the Units insured to protect all of our
the Unit is not in the condition required ebyd Section
interests, at your expense for such risks, in such amounts, in such formson
11 you must pay us he
and with such companies as we may require,including hut not limited to fire demand all costs and expenses €ncurred by us to bring the Unit Into the
required condition Until the Units are returned as required above,all terms of
and extended coverage insurance, explosion and collision coverage, and
Phis Agreement will remain in full force and effect including,without limitation,
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 your obligation to pay Lease Payments and to insure the Units.
our interests may appear and the proceeds may be applied toward the 15 Other Documents In connection with the execution of this Agreement you
replacement or repair of the Units or the satisfaction of the Payments due will cause to be delivered to us (i) either (A) a certified copy of your
under this Agreement You agree to use,operate and maintain the Units in authorizing resolution substantially in the form attached as Attachment B and
accordance with all laws,regulations and ordinances and in accordance with a copy of the minutes of the relevant meeting or (B) an op inion of your
the provision of any policies of insurance covering the Units and will not rent counsel substantially in the form attached as Attachment C;(ii)a Verification
the Units or permit the Units to be used by anyone other than you You of Insurance substantially in the form attached to this Agreemnt-(iii)a copy
agree to keep the Units in good repair, working order and condition and of the signed Form filed with the Internal Revenue Service
house the Units in suitable shelter and to permit us or our assigns to inspect requiredor s
the Units at any time and to otherwise protect our interests in the Units. If Section 8 aboves as Attachment D and (iv) any other documents or items
any Unit is customarily covered by a maintenance agreement, you will required by us.
furnish us with a maintenance agreement by a party acceptable to us. 16 Applicable Law This Agreement will be governed by the laws, excluding
12 Default,Remedies An"Event of Default"will occur if(a)you fail to pay any the laws relating to the choice of law of the State in which you are located
SIGNATURES
LESSOR LESSEE
CATERPILLAR FINANCIAL SERVICES CORPORATION CITY OF REDLANDS --gai
Signature Signatcr,a �����
Name(print) Name(print) PP U it FO5'fl2„
lit le M I\Av 4�
Title `
Date Date r f ` '7 I7 I -0
Farm No GOVLEASE
8902,51 111;0.1 0807.20 t9 4 25 PA1 CT
CRT
Verification of insurance Financial
Lessee;
LESSOR(we) LESSEE(you)
CATERPILLAR FINANCIAL SERVICES CORPORATION CITY OF REDLANDS
2120 West End Avenue 35 CAJON ST
Nashville,TN 37203-0001 REDLANDS,CA 92373-4786
Subject: Insurance Coverage Requirements
1 The above-named Lessor and Lessee have entered into Governmental Equipment Lease-Purchase Agreement Transaction
Number 3711722(the"Agreement") In accordance with the Agreement Lessee has instructed the insurance agent named below
Company.
Address.
Phone No.
Agent's Name.
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 Serial# VIN# Value Including Tax
t 930M Caterpillar Wheel Loader t(TG05163 $235,688 16
SIGNATURES
LESSEE
CITY OF REDLANDS f\ .\
C)
Signature i� 'S
Name(print) . u L. 1\N •
r• 1 05 4 GR..
Title ['1AY(,`lg.
Date 7 / 7/2_0
Fro,Nu COVNS
0117215d Dan 6,2m9a 26 PM CT
10EMI III
Purchase Agreement cAT®
Transaction Number 3711722 Financial
This Purchase Agreement Is between QUINN COMPANY ("Vendor") and Caterpillar Financial Services Corporation ("Cat
Financial"). Vendor agrees to sell to Cat Financial and Cat Financial agrees to buy from Vendor the equipment described below(the
'Unit(s)"),subject to the terms and conditions set forth below and on the reverse side hereof.
Description of Unit(s1 Serial# VIN# Freight Total Price
(1)930M New Caterpillar Wheel Loader KTG05163 $0.00 $236,688.16
Lessee: Subtotal $235,688.10
CITY OF REDLANDS Federal Excise Tax 0.00
35 CAJON ST Other Tax
0.00
REDLANDS CA 92373-4786 Total Purchase Price 5235,688.16
Units)Delivery Point:
35 CAJUN ST
REDLANDS,CA 92373,SAN
BERNARDINO
See next pa•a for additional terms and conditions.
SIGNATURES
CATERPILLAR FINANCIAL SERVICES CORPORATION QUINN COMPANY
Signature —� Signature
Name(Print) Name(Print)
Title Title
Date Date
Na P
ill 'i G iHl �o �'�I .�P PT
Additional Terms and Conditions a.
Transaction Number 3711722 Financial
1 The lessee named on the front hereof(the 'Lessee")has selected the Unit(s), instructed Cat Financial to purchase the Unit(s)from
Vendor,and agreed to lease the Units)from Cat Financial.
2. Cat Financial (or its assignee)will have no obligation hereunder(and any sums previously paid by Cat Financial to Vendor with
respect to the Unit(s)shall be promptly refunded to Cat Financial)unless(a)all of the conditions set forth In Section 1,3(If'a master
lease agreement)or Section 1 (if a non master lease agreement)of the lease with the Lessee covering the Unit(s)have been timely
fulfilled and (b)the Lessee has not communicated to Cat Financial (or Its assignee), prior to 'Delivery" (as hereinafter defined)of
the Unit(s),an intent not to lease the Unit(s)from Cat Financial. All conditions specified in this paragraph shall be deemed timely
fulfilled unless prior to Delivery of the Unit(s),Cat Financial(or its assignee)shall notify Vendorto the contrary in writing,which shall
include fax or email. 'Delivery" shall mean the later of the time (a) Cat Financial executes this Purchase Agreement or (b) the
Lessee or its agent takes control and/or physical possession of the Unit(s).
3. Upon timely satisfaction of the conditions specified in Paragraph 2 above, ownership, title and risk of loss to the Units) shall
transfer to Cat Financial(or its assignee)upon Delivery of the Unit(s).
4. Vendor warrants that(a)upon Delivery of the UnIt(s), Cat Financial (or Its assignee)will be the owner of and have absolute title to
the Unit(s)free and clear of all claims, liens,security Interests and encumbrances and the description of the Unit(s)set forth herein
is correct and (b)the Unit Transaction Price set forth on the front hereof for each unit of Unit(s) leased under a lease Is equal to
such Unit(s)'s fair market value.
5. Vendor shall forever warrant and defend the sale of the Unit(s) to Cat Financial (or Its assignee), its successors and assigns,
against any person claiming an Interest In the Unit(s).
6. Provided that no event of default exists under any agreement between Lessee and Cat Financial and upon timely satisfaction of the
conditions specified in Paragraph 2 above, and unless otherwise agreed to In this Purchase Agreement, Cat Financial (or its
assignee)shall pay Vendor the total Purchase Price set forth on the front hereof for the Unit(s)within three business days following
(a)the receipt and approval by Cat Financial of all documentation deemed necessary by Cat Financial In connection with the lease
transaction and(b)all credit conditions have been satisfied.
7 Vendor shall deliver the Unit(s)to the Lessee at the delivery point set forth on the front hereof.
8. This Purchase Agreement may be assigned by Cat Financial to a third party. Vendor hereby consents to any such assignment.
9. This Purchase Agreement shall become effective only upon execution by Cat Financial.
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