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HomeMy WebLinkAboutContracts & Agreements_230-2020Governmental Equipment Lease -Purchase Agreement Contract Number 001-70007052 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 number, the manufacturer, and the model name SERIALN M Unique ID number for this Unit ANNUAL. LEASE PAYMENT This is due per period, as stated below in section 3:. FINAL LEASE PAYMENT DELIVERY DATE Enter date machine was delivered to you. 1 New 2020 Caterpillar D7R Track Type Tractor - Medium SEE ATTACHMENT $1.00 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 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 3.50% 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 4080554 22109/202012:15:07 PM 18e1. 676590 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. S. 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 andlor the Units andlor grant or assign a security interest in this Agreement andlor 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 andlor the Units andlor grant or assign a security interest in this Agreement andlor 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 clue 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 andlor 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 lake 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 4000554 22/091202012:10:07 PM Ref. 676890 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) 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 Signature Name (Print) Title Date CATERPILLAR FINANCIAL SERVICES CORPORATION LESSEE Signature Name (Print) Title Date Attest: CITY OF REDLANDS (? r Paul W. Foster Mayor November 3, 2020 nne Donaldson City Clerk US Governmental Equipment Lease -Purchase Agreement 4080559 22/0972020 12:16:07 PM Rel. 676890 Purchase Agreement Contract Number 001-70007052 CaTm 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(s) Serial# VIN # Freight Total Price (1) D7R CATERPILLAR Track Type Tractor Medium $0.00 $596,010.79 Lessee: CITY OF REDLANDS 35 CAJON ST. REDLANDS, CA 92373-4746 Subtotal Federal Excise Tax Other Tax Total Purchase Price Unit(s) Delivery Point: 35 CAJON ST. REDLANDS, CA 92373-4746 See next •ate for additional terms and conditions. $596,010.79 $0.00 $46,190.84 $642,201.63 SIGNATURES CATERPILLAR FINANCIAL SERVICES CORPORATION QUINN COMPANY Signature Signature Name (Print) Name (Print) Title Title Date Date US Purchase Agreement 4086554 22/09/202012:16:27 P14 Ref. 675896 Additional Terms and Conditions Contract Number 001-70007052 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 Unit(s) 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 Vendor to 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 Toss to the Unit(s) 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. US Purchase Agreement 4080554 221091202012:16:27 PM Ref. 676080 Payment Schedule Contract Number 001-70007052 cap. Financial 1. PARTIES >: LESSOR CATERPILLAR FINANCIAL SERVICES CORPORATION LESSEE CITY OF REDLANDS 2 P.AYMENT`SCHEDULE PAYMENT NUMBER 1 2-5 6 PAYMENT DATE PAYMENT AMOUNT $179, 000.00 $126, 215.84 $1.00 SIGNATURES CATERPILLAR FINANCIAL SERVICES CORPORATION CITY OF REDLANDS Signature Signature Name (Print) Name (Print) Title Title Date Date Attest: Paul W. Foster Mayor 11/3/2020 anne Donaldson City Clerk US Payment Schedule 4080554 22109/2020 12:16:06 PM Rel. 676890 CATERPILLAR INSURANCE COMPANY (CIC) SELECTION FORM CAT® Before financing your equipment, you must arrange physical damage insurance on the equipment identified below. The insurance may be provided through an insurance agent or insurance company of your choice, provided the insurance company satisfies minirnum financial requirements. As an alternative to obtaining your own insurance, you may elect to have your equipment insured under coverage arranged by Caterpillar Insurance Services Corporation, that has been designed specifically for the purchasers of Cat® equipment. Please complete this form if you elect to insure your equipment with Caterpillar Insurance Company (CIC). CIC Physical Damage Insurance Policy Summary Please note: This is only a brief description of the CIC Physical Damage Insurance Program. Contractual provisions contained in the policy will govern. Coverage CIC Physical Damage Insurance protects your equipment against physical damage losses, including collision, fire, theft, vandalism, upset or overturn, floods, sinking, earthquakes and other unfortunate acts of nature, The protection has been designed for owners of heavy equipment and provides superior benefits you most likely would not find in other plans. The GEC Physical Damage Insurance does include normal exclusions. Some important exclusions are wear and tear, rust, loss of income, war, nuclear damage, and mechanical breakdown, automobiles, watercraft, waterborne shipments, tires or tubes or mobile track belts damaged by blow-out, puncture, and road damage. Repairs When a covered loss occurs, this plan will pay for Cate replacement parts on all your new or used Caterpillar equipment.On all equipment from other manufacturers, the plan will pay for comparable replacement parts. Transportation Your CIC plan will pay for round-trip transportation of covered damaged equipment to and from your Cat dealer's repair facility, up to $2,500 limit. Rental Reimbursement The plan allows for rental costs up to $2,500 that you incur to rent similar equipment following a covered loss. You are automatically protected with up to $100,000 of coverage for damage to the similar equipment you rent. Claims In the event of a total loss, the policy will pay the greatest of the following: - The payoff value of the loan on the damaged parts or equipment as of the date of loss or - The actual cash value of that covered property; or - The cost of replacing that property with property of like kind and quality The policy will pay 10% of scheduled loss, up to a $10,000 maximum for debris removal. The policy will pay fire department service fees up to $5,000. Deductible $1,000 Construction and Agricultural Equipment Deductibles: $5,000 deductible all logging Equipment Customer Service If you have any questions or need additional details, see your Authorized Cat Dealer or call CIC toll free at 1-800-248-4228. You may also e-mail CIC at physicaldamage@cat.com POLICYHOLDER DISCLOSURE NOTICE OF TERRORISM RISK INSURANCE ACT OF 2002 (as extended by the Terrorism Risk Insurance Extension Act of 2005, and as amended in 2007) You are hereby notified that under the Terrorism Risk Insurance Act, as amended in 2007, the definition of act of terrorism has changed. As defined in Section 102(1) of the Act: The term "act of terrorism" means any act that is certified by the Secretary of the Treasury - in concurrence with the Secretary of State, and the Attorney General of the United States - to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property,or infrastructure; to have resulted in damage within the United States, or outside the United Slates in the case of certain air carriers or vessels or the premises of a United States mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. Under your coverage, any losses resulting from certified acts of terrorism may be partially reimbursed by the United States Government under a formula established by the Terrorism Risk Insurance Act, as amended in 2007. However, your policy may contain other exclusions, which might affect your coverage, such as an exclusion for nuclear events. Under the formula, the United States Government generally reimburses 85% of covered terrorism losses exceeding the statutorily established deductible paid by the insurance company providing the coverage. The Terrorism Risk Insurance Act, as amended, contains a $100 billion cap that limits U.S. Government reimbursement as well as insurers' liability for losses resulting from certified acts of terrorism when the amount of such losses exceeds $100 billion in any one calendar year. If the aggregate insured losses for all insurers exceed $100 billion, your coverage may be reduced. The portion of your premium that is attributable to coverage for terrorist acts certified under the Act is: $ 0.00 US CAT INSURANCE SELECTION FORM 4080554 22109f202012:16:27 PM Ref. 676892 APPLICATION FOR CIC PHYSICAL DAMAGE INSURANCE Model # Equipment Description Serial # VIN Value Including Total Tax Pymt Method-3 Total Premium Pymt Method-1 Finance Pymt 1. D7R Track Type Tractor - Medlum $642,201.63 $16,570.00 $3,545.84 oi, .r .4/sauf— Marsha Blaisdell, Authorized Insurance Producer Arranged by Caterpillar Insurance Services Corporation understand that the total insurance premium for 60 months will be $16,570.00, which is $3314.00 per year based upon the total equipment value of $642,201.63. Method 1 Method 2 Method 3 Method 4 will finance the insurance premium, including finance charges, of $3,545.84 per scheduled equipment payment. The finance charge is calculated at 2.99% per annum on the total insurance premium covering the full term of the finance agreement. By choosing Method 1 and signing this document you are agreeing to finance the insurance along with the equipment payments with Caterpillar Financial Services Corporation. desire coverage for an initial 12 month term. I will pay the $3314.00 premium and return the payment with the signed equipment documents. Please make check payable to CIC. I will pay the total premium and return the payment with the signed equipment documents. Please make check payable to CIC. I decline Caterpillar Insurance. I elect to obtain my own commercial insurance on the equipment shown from an agent or insurance company of my choice. I understand that the quote I receive is not a binder of insurance. If I elect to obtain coverage from CIC, coverage will be effective in accordance with the terms and conditions of the issued Policy and that 1 may terminate the coverage at any time with advance written notice. I acknowledge that I have been notified that, under the TERRORISM RISK INSURANCE ACT of 2002 (as extended by the Terrorism Risk Insurance Extension Act of 2005), any losses caused by certified acts of terrorism under my policy will result in coverage under my policy that will be partially reimbursed by the United States as outlined in the attached policyholder disclosure notification. I also acknowledge I have been advised that, if I accept this insurance, an appointed licensed insurance producer will receive commission compensation. Customer Name: CITY OF REDLANDS Dealer Name: QUINN COMPANY Please note: If you would like a no obligation quote on your additional equipment, call 1-800-248-4228 extension 5754. Accepted By: Name (PRINT): Title: Date: US CAT INSURANCE SELECTION FORM 9980554 22/0912020 f 2:16:27 PM Ref. 6761390 Fraud Warning: Applicable In AL, AR, DC, LA, MD, NM, RI and WV: Any person who knowingly (or willfully)* presents a false or fraudulent claim for payment of a loss or benefit or knowingly (or willfully)* presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison. "Applies in MD Only. Applicable in CO: It is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company for the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. Applicable in FL and OK: Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information is guilty of a felony (of the third degree)*. *Applies in FL Only. Applicable in KS: Any person who, knowingly and with intent to defraud, presents, causes to be presented or prepares with knowledge or belief that It will be presented to or by an insurer, purported insurer, broker or any agent thereof, any written statement as part of, or in support of, an application for the issuance of, or the rating of an insurance policy for personal or commercial insurance, or a claim for payment or other benefit pursuant to an insurance policy for commercial or personal insurance which such person knows to contain materially false information concerning any fact material thereto; or conceals, for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act. Applicable in KY, NY, OH and PA: Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties (not to exceed five thousand dollars and the stated value of the claim for each such violation)*. *Applies in NY Only. Applicable in ME, TN, VA and WA: It is a crime to knowingly provide false, incomplete or misleading information to an Insurance company for the purpose of defrauding the company. Penalties (may)* include imprisonment, fines and denial of insurance benefits. *Applies in ME Only. Applicable In NJ:Any person who includes any false or misleading information on an application for an insurance policy is subject to criminal and civil penalties. Applicable in OR: Any person who knowingly and with intent to defraud or solicit another to defraud the insurer by submitting an application containing a false statement as to any material fact may be violating state law. Applicable in PR: Any person who knowingly and with the intention of defrauding presents false information in an insurance application, or presents, helps, or causes the presentation of a fraudulent claim for the payment of a loss or any other benefit, or presents more than one claim for the same damage or loss, shall incur a felony and, upon conviction, shall be sanctioned for each violation by a fine of not less than five thousand dollars ($5,000) and not more than ten thousand dollars ($10,000), or a fixed term of imprisonment for three (3) years, or both penalties. Should aggravating circumstances [be] present, the penalty thus established may be increased to a maximum of five (5) years, if extenuating circumstances are present, it may be reduced to a minimum of two (2) years. US CAT INSURANCE SELECTION FORM 408055422(09f202012:16:27 PM Ref. 676390 INSURANCE SELECTION FORM -OUTSIDE INSURANCE CARRIER CATS Financial Before funding your equipment, you must arrange physical damage insurance on the equipment identified below. The insurance may be provided through an insurance agent or insurance company of your choice, provided the insurance company satisfies minimum financial requirements. Physical Damage coverage must show that Caterpillar Financial Services Corporation has been named as loss payee for the equipments replacement value. The deductible must be shown. Liability Coverage must be a minimum of $1,000,000 or combined coverage for bodily injury and property damage per occureence. Caterpillar Financial Services Corporation must be named as additional insured. As an alternative to obtaining your own Physical Damage coverage, you may elect to have your equipment insured under coverage arranged by Caterpillar Financial Services Corporation designed specifically for the purchasers of Caterpillar equipment. If a quote is not included in your document package, please contact your Caterpillar Dealer, call 1-800-248-4228, or e-mail Cat.lnsurance@cat.com. Please complete this form to provide contact information for your liability coverage. as well as your physical damage coverage if you did not elect Caterpillar Insurance for physical damage. Transaction Number: 001-70007052 Dealer Name: QUINN COMPANY Customer's Name: CITY OF REDLANDS Address: 35 CAJON ST. REDLANDS, CA 92373-4746 I have entered into the above agreement under which I am responsible for providing insurance against ALL RISKS of direct physical loss or damage for the actual cash value of the following equipment, subject to common exclusions such as damage caused by corrosion, rust, mechanical or electrical breakdown, etc. MAKE/MODEL DESCRIPTION OF UNITS SERIALNIN Value Including Tax 1 New Caterpillar D7R PRISM 2020 Track Type Tractor - Medium $642,601.63 Insurance Agency Insurance Agents Name Street Address City State Zip Agent's Phone Number Fax Number E-mail Address TO CUSTOMER'S INSURANCE AGENT hereby instruct you to add Caterpillar Financial Services Corporation as a Loss Payee for physical damage and as an Additional Insured for general liability: [ jTo my existing policy number(s) , which now provide the coverage required, or [X] To a policy or policies which you are auai%Drize o issue in the name listed above which will provide the coverage required. Signature gaff �1•1TO Name(Print) PAUL W. FOSTER Title MAYOR Date Attest: 11 /3/2020 hne Donaldson City Clerk Form No. USINSUREOUTSIDE 610 Dealer Code: H430 US Insurance Selection Form - Outside Carder 4080554 22/09/2020 12:16:17 PM Rel. 676890 CUSTOMER INFORMATION VERIFICATION Contract Number 001-70007052 cli Financial CUSTOMER INFORMATION CHANGES TO CUSTOMER INFORMATION Customer Name: CITY OF REDLANDS Physical Address: P.O. BOX 3005 REDLANDS, CA, 92373-1505 Mailing Address: 35 CAJON ST. REDLANDS, CA, 92373-4746 Equipment Location: 35 CAJON ST. Business Phone: E-mail Address: REDLANDS, CA, 92373-4746 The changes above apply to: ❑ Current Request for financing ❑ All active contracts TAX INFORMATION Tax Exempt** Non -Exempt Asset outside the City limits Yes No * *A Tax Exemption Certificate is required for all tax exempt customer. if you are tax exempt — please enclose a current tax exemption certificate to be returned with your documents. DIRECT PAY INFORMATION (Checking Account Information) ❑ I am currently on Direct Pay and authorize Direct Pay for this transaction. Please use my ACH information on file. 8 I decline Direct Pay authorization at this time ❑ I request and authorize Caterpillar Financial Services Corporation ("Cat Financial") to begin debiting my account for the amounts due under the contract(s) indicated below, with debits made to my account and withdrawn by Cat Financial, provided my account has sufficient collected funds to pay the debit when presented. If my financial institution dishonors any debit for any reason, Cat Financial may issue another debit in substitution for the dishonored debit and will have no liability on account of a dishonored debit. I agree that Cat Financial's rights relating to each debit will be the same as if I had personally signed a check. I agree that I will be liable to make payment promptly, including any applicable late fees, if any debit is not paid, unless Cat Financial or its agents or affiliates are directly responsible for the nonpayment. I acknowledge that I may cancel this authorization at any time by written notice to Cat Financial, which notice will be effective 10 days after receipt; however, my cancellation of this authorization does not terminate, cancel or reduce my obligations under the contract(s). I understand that Cat Financial will not notify me in advance of any withdrawal and I agree to waive all pre -notification requirements in respect of all debits drawn under this authorization. Please use the information below to set up Direct Pay on: Bank Name Routing Number Account Number Re -Enter Account Number 11' 11' 3-17 digits Account Name (exactly as it appears on Check) AtcouNr1ur St. JPPER CAE ST LOAN ANr1UNN US 1C.#S Psr 04e,I$ YOUR FINANCIAL INS11TUTION ANYYr CAE U5 Oaf 1231,5671301d 123 I. r,5G711` 0 30 1. 1 0301 Routing Number Account Number ❑ Current Request for financing ❑ All active contracts (Does not apply to future transactions) US Customer Information Verification Farm 4080554 22/0912020 12:16:17 PG Ref. 676890 CUSTOMER SIGNATURE The information above has been reviewed and is accurate to the best of my knowledge. For a joint account, all account holders must sign if more than one signature is required on checks issued against the account. Name Title Attest: Paul W. Foster Mayor Jeanne Donaldson, City Clerk For questions or $58'fstance with Direct Pay, or for information about your account, please contact Customer Service, 1-800-651-0567. US Customer Information Verification Form 4080554 22/6912020 12:15:17 PM Ref. 675890 Explanation of Content Contract Number 001-70007052 CAT Financial Thank you for selecting Caterpillar products and for allowing Caterpillar Financial Services Corporation to serve your financing needs. Included in this document package are all of the forms that will be needed for standard tax exempt lease purchase transactions. The forms have been designed to be clear, concise and user friendly. We have also provided a brief explanation of the purpose of each form. If you wish to discuss any of the forms or have any questions about any aspect of this transaction, we encourage you to contact your Caterpillar Dealer or Caterpillar Financial Services Corporation at 1- 866-263-3791 Option # 5. A. Governmental Equipment Lease -Purchase Agreement. The Governmental Lease -Purchase Agreement contains the terms that govern each transaction between us. It is the standard Caterpillar Financial Services Corporation tax exempt lease -purchase agreement, and provides that we will lease to you the equipment described therein pursuant to a full payout amortization schedule. A new Governmental Equipment Lease -Purchase Agreement will have to be signed in connection with each transaction. B. Lessee's Authorizing Resolution. The Authorizing Resolution is evidence you have taken the necessary governing body actions to approve the Governmental Equipment Lease -Purchase Agreement. Although the authorizing instrument is often a resolution, it may also take other forms such as an ordinance. We are agreeable to using your customary or standard form provided it contains specific approval for the lease -purchase agreement, designates persons who are authorized to sign on your behalf and either approves the document forms or delegates this authority to a named official C. Verification of Insurance. The Certificate of Insurance is intended to supply information regarding the insurance coverage for the equipment being lease -purchased. You will need to supply the requested information to us so we can verify coverage. D. Opinion of Counsel. An opinion of counsel is required in connection with each Governmental Equipment Lease -Purchase Agreement. The opinion is intended to confirm that you have complied with all open meeting laws, publication and notice requirements, procedural rules for governing body meetings, and any other relevant state or local government statutes, ordinances, rules or regulations. We would be unable to confirm compliance with these laws and regulations ourselves absent long delays and higher costs so we rely upon the opinion of your attorney since he/she may have been involved in the process to approve our transaction and is an expert in the laws and regulations to which you are subject. The opinion also confirms that you are an entity eligible to issue tax-exempt obligations and that the Governmental Equipment Lease -Purchase Agreement will be treated as tax-exempt as it is your obligation to ensure that you have complied with relevant tax law. E. Form of 8038G or GC. Form 8038 is required by the Internal Revenue Service in order to monitor the amount of tax-exempt obligations issued. You have to execute a Form 8038 for each Governmental Equipment Lease -Purchase Agreement. Whether a Form 8038 G or GC is required depends on the original principal amount of the Governmental Equipment Lease -Purchase Agreement. If the original principal amount is less than $100,000 Form 8038GC is filed with the IRS. If the original principal amount is $100,000 or more Form 8038G is filed with the IRS. Choose the appropriate 8038 form and complete according to IRS guidelines. Contact your TM or Sales Support Representative for assistance. IRS Form 8038G http://www.irs.gov/pub/irs-pdf/f8038g.pdf IRS Form 8038GC http://www.irs.gov/pub/irs- pdf/f8038gc.pdf This Explanation of Contents is prepared as an accommodation to the parties named herein. It is intended as an example of some of the documents that Caterpillar Financial Services Corporation, in its reasonable judgment, may require and is not intended to constitute legal advice. Please engage and use your own legal counsel. We understand that the laws of the various states are different so nothing herein shall be construed as a warranty or representation that the documents listed herein are the only documents that may be required in any particular transaction or that any particular transaction, if documented in accordance with this Explanation of Contents, will be a valid, binding and enforceable obligation enforceable against the parties named herein in accordance with the terms of the documents named herein. US Explanation of Content (GOV Lease - 8038G / 8038GC) 4080559 22/09/2020 12.16. 17 P1.1 6el. 678890 EXHIBIT 2 Concluding Payment Schedule to Government Agreement Quote Number... 4080554 Contract Number 001-70007052 Dated November 3 , 2020 between Caterpillar Financial Services Corporation and CITY OF REDLANDS Description of Unit: D7R Track Type Tractor: Number of Beginning Payment Amount Balloon Interest Interest Rate Concluding Payments Made Balance Payment (*) 642,601.63 179,000.00 * 0.00 0,00 3.50 463,601.63 total 179,000.00 0.00 0.00 2 463,601.63 126,215.84 0.00 16,226.05 3.50 353,611.84 total 126,215.84 0.00 16,226.05 3 353,611.84 126,215.84 0.00 12,376.42 3.50 239,772.42 total 126,215.84 0.00 12,376.42 4 239,772.42 126,215.84 0.00 8,392.03 3.50 121,948.61 total 126,215,84 0,00 8,392,03 5 121,948.61 126,215.84 0.00 4,268.20 3.50 0.97 total 126,215.84 138,960.00 4,268.20 6 0,97 (138,959.00) 138,960.00 0.03 3.50 0,00 total (138,959.00) 138,960.00 0,03 total 544,904.36 138,960.00 41,262.73 (*)Does not include any rent payment or other amount then due. Initialed: *Payment Number One in the amount of $179,000 consists of Trade in allowance in the amount of $ 49,000 Up -front payment in the amount of $130,000 4080554 Caterpillar Financial Services Corporation Page 1 (Page 30 of 31) SALE/RENTAL INVOICE GUINN CATii 10006 ROSE HILLS RD. / CITY OF INDUSTRY, CA 90601 / (562)463-4000 SOLD TO CATERPILLAR FIN SVCS ATTN ACCOUNTS PAYABLE P 0 BOX 340001 NASHVILLE TN 37203-0001 PLEASE MAKE REMITTANCE TO: QUINN COMPANY P.O. BOX 849665 LOS ANGELES, CA 90084-9665 SHIP TO CITY OF REDLANDS N CALIFORNIA ST REDLANDS, CA 92374 ..INVOICE , NUMBER , G27834012 AGR NUM91'.R: . G27834 :MAKE AA D7 09-09-21 1121300 12-02-20 10 CM900170 GUSTO R OR LEASE FIN �Tt' E1$PMENT ' N .M { stci AO 069 rx •.t ';.;�i: >s:t'MIE:E�R RI;:ADING.. .. CUSTOMER CONTACT: AARON JENKENS EQUIPMENT SALE CATERPILLAR INC. 1-0 ID NO: NS0015254 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 n REF: 524-4736 380-2384 382-5934 521-4273 521-4276 536-3780 539-9102 542-2524 548-1353 553-3387 560-9088 577-7697 579-5779 588-0565 593-7680 543-0547 546-3297 564-8395 570-0374 583-5525 587-7161 593-6048 393-0279 MODEL D7 SERIAL NO: CM900170 PIN: *CAT000D7ECM900170* D7 TRACTOR OIL DRAIN, STANDARD ENGINE COOLANT, STD (-37C) INSTRUCTION, ANSI LUBRICANT GRP, STD HRC ENCLOSURE, ENGINE BASIC 7 STD BULLDOZER, GUARDED BATTERY, HEAVY DUTY HANDRAIL, CAB AIR CONDITIONING, QUICK DISC SEAT, HEATED & VENTILATED PROD LINK, PLE643/PLE743 RADIO PREMIUM CORP RADIO (12V) CONFIGURATION 17A BASIC FUEL SYSTEM, BASIC GRAB HANDLES, HEAVY DUTY SEAL, WASTE & WOODCHIP DOZER CTL, STANDARD, PA LIGHTS, 6 LED WASTE HANDLING PACKAGE (STD) PREMIUM DISPLAY, NON ARO GUARDS, LIGHTS DRAWBAR, RIGID When operated in California any on -road heavy duty diesel vehicle, alternative -diesel vehicle off -road diesel vehicle, or portable diesel engine may be subject to the California Air Resources Boards Regulation to Reduce Particulate Matter and Criteria Pollutant Emissions from In -Use Heavy -Duly Diesel Vehicles. In -Use OH -Road Diesel Vehicle Regulation. pr Airborne Toxic Control Measure For Diesel Particulate Matter From Portable Engines Rated At ppPollutantas. Horsepower And rereainformation,oreple se visit the roCal California exhaustiretrofit, accelerated wtebsaesr requirements httmps:/t w reduce rrb ca.goV/Oieseltruck hllps.Rwww.arb.ca.govlmsprog/ordiesel/ordiesel.htm, or htlpsNwww.arb.ca.gov/portable/portable.him. It is understood and agreed Mat title to and rrght of possession of any rental item(s) above shall remain vested in the seller until any indebtedness and all sums due or t0 become due from the customer whether evidenced by note, book account. judgment or otherwise, shall have been fully paid, al which time ownership shall pass t0 the customer Client warrants that the invoiced goods or services will be used for business or agricultural purposes Ono not for personal. family or household purposes. A FINANCE CHARGE OF 1.5% PER MONTH (18% PER ANNUM) will be charged on the past due balance. The past due balance represents all charges remaining unpaid on the closing date o1 the month ffpolllyowing the invoice date. In the event of default in the payment of any amount dupe, and if the account is placed in the hands_ of annn 1yl agen0y or attorney Tor collen ction or legal action, the purchaser agrees to California Civil charges o. Acceptance by sthe cusstomterr of the parts l service or equipment-listeds atransactions). bove s thescustomer'ss agreement necessary, to be bound by the crnvoke its edit and cola cfion terrmsuant to Sections sett forth above. and 3051a Of the 2 ARP x � 3 1 1996&72 *.. ID :. .00 lNS001525 TOTAI. REPRINT AMOUNT CREDITED ► (Page 31 of 31) SALE/RENTAL INVOICE QUINN CAT 10006 ROSE HILLS RD / CITY OF INDUSTRY, CA 90601 / (562)463-4000 SOLD TO CATERPILLAR FIN SVCS ATTN ACCOUNTS PAYABLE P 0 BOX 340001 NASHVILLE TN 37203-0001 PLEASE MANE REMITTANCE TO: QUINN COMPANY P.O. BOX 849665 LOS ANGELES, CA 90084-9665 SHIP TO CITY OF REDLANDS N CALIFORNIA ST REDLANDS, CA 92374 itivPicENE00 G27834012 G27834 MAKE AA D7 09-09-21 12-02-20 MODEL '' ' 121300 bast00,471*:'' LEASE AO 069 2 10 FIN-Ny ,,440010forAylto50.0 • 2 $EQ NO 10 6872 :READ410'2.3 :. .00 INS001525 CM900170 1.0 1.0 1.0 1.0 1.0 1.0 1.0 435-5756 506-3702 519-4551 506-7773 539-0777 JOYSTICK, STANDARD, PA ENGINE, THERMAL HEAT SHIELD CONTROL, BASIC NO CARRIER ROLLERS BLADE 7SU, LANDFILL WR PLT ARO AMEREX AUTO/MANUAL FIRE SUPPRESSION SYSTEM PARTS / SERVICE MANUALS TERMS: CAT FINANCIAL - 4080554 WARRANTY: 12M0 STANDARD EXT WARRANTY: 36M0/3000HR PREMIER CVA: 36M0/3000HR WITH TRAVEL CONNECTIVITY: VISIONLINK ESSENTIALS 36M0 SALESMAN: JOSE FARIAS NET 10 DAYS When operated In California any on -road heavy-duty diesel vehicle. alternative -diesel vehicle off -road diesel vehicle. or portal:4e diesel engine may be subject lo the California Air Resources Boards Regulation to Reduce Particulate Matter and Criteria Pollutant Emissions from In -Use Heavy -Duty Diesel Vehicles. In -Use Off -Road Diesel Vehicle Regulauon. or Airborne Toxic Control Measure For Diesel Particulate Matter From Portable Engines Rated At 50 Horsepower And Greater, It therefore could be subject to retrofit. exhaust retrofit, or accelerated tumover requirements to reduce emissions of air pollutants. For more information, please visit the California Air Resources Board websites at httpallwvnv.arb.cagovidieseltruck, htips://www.arb.cagovimsprogrordiesel/ordiesethtm, or https:/Avvew.arb.ca.gov/portable/portable.htm. It is understood and agreed that title to and right of possession of any rental item(s) above shaN remain vested in the seller unfit any indebtedness and all sums due or to become due from the customer whether evidenced by note, book account, judgment or othervrise, shall have bean fully paid, at which lime ownership shall pass to the customer. Client warrants that the Invoiced goods or services will be used for business or agricultural purposes and not for personal, family or household purposes. A FINANCE CHARGE OF 1.5% PER MONTH (18% PER ANNUM) will be charged on the past due balance. The past due balance represents all charges remaining unpaid on the closing dale of the month following the invoice date. In the event of default in the payment of any amount due, and if the account icplaced in the hands of any agency or attorney for collection or legal action. the purchaser agrees to pay finance charges equal lo the cost of collection (as permitted by taws goveming these transactions). When necessary, Quinn will invoke its repairman's lien pursuant to Sections 3051 and 3051a of the California Civil Code. Acceptance by the customer of the parts. service or equipment listed above is the customer's agreement to be bound by the credit and collection terms set forth above. PAY THIS AMOUNT AMOUNT CREDITED TOTAL !A16MIRpOS4i; 596010.79..3 REPRINT (Page 2 of 4) Governmental Equipment Lease -Purchase Agreement Contract Number 001-70039424 CAT 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 M SERIALN Unique ID number for this ANNUAL LEASE PAYMENT This is due as FINAL LEASE PAYMENT DELIVERY DATE Enter date machine was number, the manufacturer, and the model name Unit per period, stated below in section 3. 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 manufacturer of the Unit, or any other third party directly with the Supplier, tho manufacturer or tho 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 423101907/072021 0927:19 AM Rel. 989604 (Page 3 of 4) 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 "Retum 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 Govemment. 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 govemmental 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 attomey'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 retum 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 US Governmental Equipment Lease -Purchase Agreement 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 at 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 4231019 07/072021 09:27.19 AM Ref. 989604 (Page 4 of 4) 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) 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 govemed by the laws, excluding the laws relating to the choice of law, of the State in which you are located. SIGNATURES LESSOR Signature Name (Print) Title Date CATERPILLAR FINANCIAL SERVICES CORPORATION Oblailvl Dou,rni,tsuhvt otprilyi US Govemmerltal Equipment Lease -Purchase Agreement Wth' LESSEE Signature Name (Print) Y Title Date CITY OF REDLANDS (`h r) 13oGJ n r pirtob 1/ Z1 2-,zt 4231019 07/072021 0927:19 AM Ref. 989604 (Page 3 of 14) Payment Schedule Contract Number 001-70039424 CAT Fere�Maal 1. PARTIES LESSOR CATERPILLAR FINANCIAL SERVICES CORPORATION LESSEE CITY OF REDLANDS 2. PAYMENT SCHEDULE PAYMENT NUMBER 1 2-5 6 PAYMENT DATE PAYMENT AMOUNT $195, 000.00 $123,469.07 $101.00 SIGNATURES CATERPILLAR FINANCIAL SERVICES CORPORATION Signature Name (Print) Title Date Osaimizh�di CITY OF REDLANDS Signature Name (Print) CYlri, i ci 4,� Title Date 7/i% 7.021 4231019 07/07/2021 09,2719 AM Ref. 989604 US Payment Schedule 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 0.00 121,967.75 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 emplate Caterpillar Financial Services Corporation Page 1 (Page 6 of 31) Caterpillar Financial Services Corporation INVOICE Page Date I 06/10/2021 Invoice No. 001-70039424 CITY OF REDLANDS 35 CAJON ST. REDLANDS, CA 92373-4746 Description Serial VIN Due Date Pmt. No. Amount (1) 2021 CATERPILLAR D7-17 TRACK TYPE CM900170 TRACTOR - MEDIUM WITHOUT THE APPROPRIATE TAX EXEMPTION CERTIFICATE, APPLICABLE SALESAND/OR USE TAX WILL BE CHARGED. Upon Receipt. 1 $130,000.00 CITY OF REDLANDS 35 CAJON ST. REDLANDS, CA 92373-4746 Remit To: Caterpillar Financial Services Co rporation 5th Floor Document Services Doc Specialist: QUINN COMPANY 2120 West End Ave. Nashville, TN 37203 PLEASE PAY THIS AMOUNT $ $130,000.00 Invoice No. 001-70039424 -1 Total Enclosed RETURN INVOICE AND CHECK FOR SPECIFIED PAYMENT(S) WITH SIGNED DOCUMENTS. Your check will be cashed by Caterpillar Financial Services Corporation (CFSC) upon receipt, but that act will not constitute acceptance by CFSC of the Loan, Lease or Schedule. If CFSC accepts and executes the Loan, Lease or Sched ule, the proceeds of this check will be applied to the specified payments. If CFSC does not accept the Loan, Lease or Schedule, CFSC will return an amount equal to this check. US INVOICE (ADVANCE PAYMENT) 4231019 10/06/2021 05:57130 PM Ref. 989904