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HomeMy WebLinkAboutContracts & Agreements_154A-2021Governmental Equipment Lease -Purchase Agreement Contract Number 001-70039424 CAT Financial 1. PARTIES LESSOR ("we", "us", or "our") CATERPILLAR FINANCIAL SERVICES CORPORATION 2120 West End Avenue Nashville TN 37203 LESSEE ("you" or "your") CITY OF REDLANDS 35 CAJON ST REDLANDS, CA 92373 4746 In reliance on your selection of the equipment described below (each a Unit"), we have agreed to acquire and lease the Units to you, subject to the terms of this Agreement Until this Agreement has been signed by our duly authorized representative, it will constitute an offer by you to enter into this Agreement with us on the terms stated herein 2. DESCRIPTION OF THE UNITS DESCRIPTION OF UNITS Whether the Unit is new or used, the model SERIALMN Unique ID number for this ANNUAL LEASE PAYMENT FINAL LEASE DELIVERY DATE Enter date machine was number, the manufacturer,' and the model name Unit: This is due per period, as stated below in section 3 PAYMENT delivered to you 1 New 2021 Caterpillar D7 17 Track Type Tractor CM900170 Medium SEE ATTACHMENT $101 00 TERMS AND CONDITIONS 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 according to the attached payment schedule provided that all amounts owing hereunder will be due by the final lease payment date 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 CORP 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 constitute a pledge by you of any taxes or other moneys, other than moneys lawfully appropriated from time to time 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 cancelation, 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 manufacturor 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 50% 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 5 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 security 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 6 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 7 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 US Governmental Equipment Lease -Purchase Agreement 4231019 07/07/2021 09:27.19 AM Ref 989604 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 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 your 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 determined 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 a 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 all 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 11 11 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 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 US Governmental Equipment Lease -Purchase Agreement 4231019 07/07/2021 09:27'19 AM Ref 989604 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 (u) on 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 B 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 copy of the signed Form filed with the Internal Revenue Service required in Section 8 above as Attachment D, and (iii) 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 SIGNATURES LESSOR CATERPILLAR FINANCIAL SERVICES CORPORATION LESSEE Signature *4' 666)Signature Name (Print) ('i2itzfll'/ (5 UJ WaY Name (Print) Title Pemmem i r,i Ali r Title Date g/gf / 'a% Date CITY OF REDLANDS Vt,./S 7_ US Govemmental Equipment Lease -Purchase Agreement 4231019 07/07/2021 09:27.19 AM Ref 989604 CAT Financial 2120 West End Avenue Nashville, TN 37203 November 19, 2021 CITY OF REDLANDS P O BOX 3005 REDLANDS, CA 92373-1505 Re 001-70039424 Dear Customer, The purpose of this letter is to advise you that the frequency of the tax payment was booked as monthly basis, but has now been corrected to annual payments Due to the correction your contract number has been changed to 001-70039424-001 You will also see a reduction in your annual payment from $123,469.07 to $121,967 75 and your interest rate is 2 99% Please make this correction letter part of your file, as there will be no further documentation to this effect All terms and conditions remain unchanged. We appreciate your business and apologize for any inconveniences this may have caused Please do not hesitate to contact Caterpillar Financial if you,have additional questions Sincerely, Sarah Amburgey Restructure Analyst II Caterpillar Confidential Green Amortization Schedule Prepared Nov 17-2021 16.34 by Sarah Amburgey Customer City of Redlands Model D7 17 Track Type Tractor Serial Number CM900170/ 70039424-001 Number of Payments Starting interest Ending Date Made Balance Loan Payment Balloon 2 98677% Principal Balance Sep 24-21 1 0.00 648,596 73 195,000.00 0.00 0.00 195,000.00 453,596 73 648,596 73 195 000.00 0.00 0.00 195,000.00 Sep-24-22 2 453,596.73 0.00 121,967 75 0.00 13,544.40 108 423.35 345,173.38 0.00 121 967 75 0.00 13 544.40 108,423.35 Sep 24-23 3 345 173.38 0.00 121,96775 0.00 10,311 37 111 656.38 233,517.00 0.00 121 967 75 0.00 10 311.37 111 656.38 Sep-24-24 4 233,517 00 0.00 121 967 75 0.00 6 975.87 114,991 88 118,525 12 0.00 121,967 75 0.00 6 975.87 114,991 88 Sep 24 25 5 118,525 12 0.00 121 967 75 0.00 3,540 70 118 427.05 98 07 0.00 121 967 75 0.00 3,540 70 118,427 05 Sep-24-26 6 98.07 0.00 0.00 101.00 2.93 98.07 0.00 0.00 0.00 101.00 2.93 98.07 total 648,596.73 682,871.00 101.00 34,375.27 648,596 73 Ending balance not equal to early buy out amount template Caterpillar Financial Services Corporation Page 1