HomeMy WebLinkAbout8026RESOLUTION NO. 8026
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS,
CALIFORNIA, AUTHORIZING THE EXECUTION AND DELIVERY OF AN
EQUIPMENT LEASE/PURCHASE AGREEMENT, AND OTHER
INSTRUMENTS, AND DETERMINING OTHER MATTERS IN CONNECTION
THEREWITH
WHEREAS, the laws of the State of California (the "State") authorize the City of
Redlands (the "City"), a duly organized political subdivision and municipal corporation of the
State, to purchase, acquire and lease personal property the benefit of the City and its inhabitants
and to enter into any necessary contracts; and
WHEREAS, the City wants to lease, purchase and/or finance equipment ("Equipment")
from Caterpillar Financial Services Corporation and/or an authorized Caterpillar dealer
("Caterpillar") by entering into that certain Governmental Equipment Lease -Purchase Agreement
(the "Agreement") with Caterpillar attached hereto as Exhibit "A;" and
WHEREAS, the form of the Agreement has been presented to the City Council of the
City at its November 5, 2019, meeting at which this Resolution was adopted;
NOW, THEREFORE, be it resolved by the City Council of the City as follows:
Section 1. The Agreement, including all schedules and exhibits attached to the
Agreement, is approved in substantially the form presented at the City Council's November 5,
2019, meeting, with any Approved Changes as defined below.
Section 2. The City entered into the Agreement with Caterpillar and the Agreement
is adopted as a binding obligation of the City.
Section 3. That changes may later be made to the Agreement if the changes are
approved by the City's legal counsel and the members of the City Council of the City (the
"Approved Changes"), and that the signing of the Agreement and any related documents is
conclusive evidence of the approval of the changes.
Section 4. That Chris Boatman, the City's Facilities and Community Services
Director, be and is authorized, directed and empowered, on behalf of the City, to (i) sign and
deliver to Caterpillar, and its successors and assigns, the Agreement and any related documents,
and (ii) take or cause to be taken all actions he deems necessary or advisable to acquire the
Equipment, including the signing and delivery of the Agreement and related documents.
Section 5. That the City Clerk of the City is authorized to attest to this Resolution
and affix the seal of the City to the Agreement, this Resolutions, and any related documents.
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Section 6. That nothing in this Resolution, the Agreement, or any other document
imposes a pecuniary liability or charge upon the general credit of the City or against its taxing
power, except to the extent that the payments payable under the Agreement are special limited
obligations of the City as provided in the Agreement.
Section 7. That a breach of this Resolution, the Agreement, or any related document
will not impose any pecuniary liability upon the City or any charge upon its general credit or
against its taxing power, except to the extent that the payments payable under the Agreement are
special limited obligations of the City as provided in the Agreement.
Section 8. This Resolution shall take effect iixunediately upon its adoption.
ADOPTED, SIGNED AND APPROVED this 5th day of November, 2019.
Paul W. Foster, Mayor
ATTEST:
CIO&
Donaldson, City CIerk
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]:1Resolutions\Res 8000-9099\8026 Caterpillar Lease Purchase ] 1.5.19.docx
I, Jeanne Donaldson, City Clerk of the City of Redlands, hereby certify that the foregoing
resolution was adopted by the City Council at a regular meeting thereof held on the 5th day of
November, 2019 by the following vote:
AYES: Councilmembers Barich, Te'eda, Momberger, Davis; Mayor Foster
NOES: None
ABSTAIN: None
ABSENT: None
J e Donaldson., City Clerk
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L\Resolutions\Res 8000-809%8026 Caterpillar Lease Purchase l 1.5.19.docx
EXHIBIT "A"
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L\Resolutions\Res 8000-8099\8026 Cateipillar Lease Purohase 11.5.19.docx
Governmental Equipment Leaso,PUrchosaA$reement ► "
Transaction Number 3711122 Finoncbi
LESSOR.("We", 7w, or aurj,F LES$Ee.(^you"or"yroor"j;
CAURPILLAR FINANOIAL.SERVIORSOORPORATION crrV0 REDLANDS
Q120.Went @41.Avenup 411 CAJON ST.
Nashvllle, TN.'3720.3 REpLAIVOS,.C.q 92373•4796
Ip eakngo on your sotoatton of alto aquipmeat.desndbod bowwjeaob.q "Unit°j, we ho agread'to acquire and lease thb,UoRs to yod, dugJdot to the
[,ochre of this L'oesa, Undl'this L bso had peen signed by out caiiy authodgad o nroaentaaae,:tt will oondtitttto oil Offor by you ip sitter Into
this Lommwith as on theWho. atateJ aarsin.
Pay l0 4a, on demand, a lain. paymont.chorga equal to the Isssop of tlys
p�rntEbtafatt h Payment::armannase�naryaallowadeylao,
k Diaalalme� of Warranties WE HAVR NOT MADE. AND 00 NOT MAKE
ANY WARRANTY, REPRESENTATION OR O,i.1VENANT OF ANY IEINQ,
EXPRESS OR IMPLIED., AS To THE UNtS. A5 TO us, You§ LEASE
AND PUROHASE OP THE UNITS WILL BeE QtN AN "AS, VAND 'wHvkE
15" YA61g AND WITH ALL VAULTS". Nothing in thin Agr4ernont to
rntanibid to lealt, waive; abridge of othonwke tnodifyAny rights, elairos,
or oa,Vsiio 6f aetlon that you may halve against any person of entity
athdr than Us.
T}ie porllon of the Laase Paymagts oonelitutingg pnnalpal Will bear intotest
of4,1%Pon no basl9 ofadlual Clays elapsed lij-p 3SS day yeaf}at the rfila
of d,iG%n per annum,
g. Late. charged itwo donol reoalbo a Paytnenl-W the tIpka It due, you wig
IIII �I}"'IIr.�MMi�IIII Bxnw mmn p6gVMn Ai4axxr
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 pan 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,
B038(3G 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 wilt he 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 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 an your pall
to accept the Units or otherwise to perform or comply with any conditions of
this Agreement.
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 cellislon coverage, and
personal liability and property damage liability insurance. Any insurance
policies relating to loss or damage 10 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 Unkts to be used by anyone other than you. You
agree to keep the Units in good repair, working order and condition and
house the Units in suitable shelter, and to permit us or our assigns to inspect
the Units at any time and to otherwise protect our interests In the Units. If
any Unit is customarily covered by a maintenance agreement, you will
furnish us with a maintenance agreement by a party acceptable to us.
12, Default; Remedies An "Event of Default" will occur if (a) you fail to pay any
LESSOR
CATERPILLAR FINANCIAL SERVICES CORPORATION
Signature _
Name (print)
Title
Date
Payment when due and such failure continues for ten (10) days after the due
date for such Payment or (b) you fail to perform or Observe any other
covenant, condition, or agreement to be performed or observed by you under
this Agreement and such failure is not cured within twenty (20) days after
written notice of such Failure from us. Upon an Event of Default, we will have
all rights and remedies available under applicable law. In addition, we may
declare all Lease Payments due or to become due during the fiscal year In
which the Event of Default occurs to be immediately due and payable by you
and/or we may repossess the Units by giving you written notice to deliver the
Units to us in the manner provided in Section 14, or in the event you fail to do
so within ten (10) days after receipt of such notice, and subject to all
applicable laws, we may enter upon your promises 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 Eli farce 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
noVras required to be given under this Agreement will be given to the parties
In writing and by certified mail at the address provided in this Agreement, or
to such other addresses as each party may substitute by notice to the other,
which notice will be effective upon its receipt.
14. Title; Return of Units Notwithstanding our designation as "Lessor", we do
not own the Units. Legal title to the Units will be in you so long as an Event of
Default has not occurred and you have not exercised your right of
non -appropriation. If an Event of Default occurs or if you non -appropriate, full
and unencumbered title to the Units will pass to us without the necessity of
further action by the parties, and you will have no further interest in the Units.
It we are entitled to obtain possession or any Units or if you are obligated at
any lime to return any Units, then (a) title to the Units will vest in us
immediatety, and (b) you wilt, 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 (Fi) an board a carrier named by
us and shipping the Unit, freight collect, to a destination designated by us. If
the Unit is not in the condition required by Section 11, you must pay us, on
demand, all costs and expenses Incurred by us to bring the Unit into the
required condition. Until the Units are returned as required above, all terms of
this Agreement will remain in full force and affect 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; (it) a Verification
of Insurance substantially in the Form attached to this Agreement; (lit) a copy
of the signed Form filed with the Internal Revenue Service required in
Section 8 above as Attachment D; and (iv) any other documents or items
required by us.
16. Applicable Law This Agreement will be governed by the laws, excluding
the laws relating to the choice of law, of the State in which you are located.
LESSEE
CITY OF RED NDS
Signal
Name (print) u t- _ y�,i • E�5�
Title \(0 K.
Date 7 Z0
rcmw cwic,+ae
mm,s, ,tea, oe�.aea a ne �e, eT
CATS
Verification of Insurance Financial
LESSOR (we): LESSEE (you):
CATERPILLAR FINANCIAL SERVICES CORPORATION CITY OF REDL.ANDS
2120 West End Avenue 35 CAJON ST.
Nashville, TN 37203-0001 REDLANDS, CA 92373-4786
Wmi-TIMIN.•eq
I. 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:
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
1, 930h1
Caterpillar Wheel Loader
KTGO5163
S235,688.16
SIGNATURES
CITY OF RED
Signature
Name (print) F& 0 L Y V • '�Sr
Title (l0
Date J 2_0
Fnri 1c �Lti Ac
u�y�rp� I�1�[���R�r nIR1tL 93�r9=]5 Pll .Y
�W1�i��m1 II
Purchase Agreemerit
Tratisection Number 3711722
CpT`
Financial
This Purchase Agreement Is between QUINN COMPANY ("Vendor") and Caterpillar Financial services Corporation ("Cat
Finantial"). Vendor agraoy to sell to: Cat Financial and Cat.Flnancial agrees to buy from Vendor the enulpmont de8oflbed belgw (the
"Unit(s)"), 801eot to the terms and conditions set forth belaw and on the reverse aide hereof.
.DaOSC11g110nofUnjz(§ anaW VIN a fMight of I Price
(1) 030M Now Caterpillar W.hedi Loader KT00.64oa $0.00 $280,68%10
Lessee:
CITY OF R..EDLANDS
35 CAJON V.
XEDL.ARDs GA 92373.4780
CATERPILLAR FINANCIAL SERVICES CO.RPORATIQN
Name(Print) _
Tide
Rubtotal $23.1,488.10
Federal Excise Tex 0.00
Mar Tax 0.00
Tbial PNrohosa Pries 235 098,,10
UNit(s) Dallvery Polhtn
95 CAJUNsT
REDLAND&_, CA•92373,$AN
Dt"RNARDiNtl
flonal.terms and conditions,
QUINN COMPANY
Signalure _
Name.(Rrinz)
Title
Date _
Alll"WIN RI1111 wonNc m twftm
Additlonal Terms and Conditfons
Transaatlan Numkai".3#711722
0P
.
fltraasiai
!. The loaepa. named on the front hereof Oho "Lessee"} has selected the Untf($), Instructed Cat Financial to purohose, the Unit(s) from
Vendor, and agreed to lease the Ulilt(s) from Cat Flnanolat.
21 Cat Financial (or Its assignee) will have no obligation heroundor (and shy aums provicusly paid by Cat Financial to Vendor with
rospeot to the Unit(S)shalt be proa9gtlyrafundad to.Cst Finanolal) un)os$ (a) all of the condklons sat forth In Section 1,3 (if's master
lttasa agreement} or Seetipn 1 (if a non master lease agrsarrfer(t) Of the lasso with the Lassea covering, the Unit(&) have been timely
fulfilled and (b) tEre Losses has net sommunlgato:y, to Cat Financial (or Its assigrrea), prior to "Delivery" (as narsinafter defined) nC
the Untt(a) an intent r of to [arras the Unit(sy from Cat FManolal. All dopoltk%6 specified In this paragraph shall be deemed trnrary
fulfilled unless prior to Dollvery of the Unit(s), Cat Financial (or Its asslgnes)ahali notify Vend'orta the oontrary inwathig, which shall
Include by. or small. Dailyery $hall mean the later of the time. (a) Cot'Finhnclat executes this Purchase Agreement or (g) the.
Lessee or its agent takes dontrol and7or physloal pbdsesstgn aaf the Unit(%),
3. Upon trmely satlsfaotlon of the conditions spaolfiad: In Paragraph ? above, ownership, title and risk of loss to the Unit($) shall
transfer to Cat Financial (or its assignee) upon Uislivery of the Units)
4. Vendogwarrants that (a) upon Delivery of the 1,10(a), Cat Financtal (or Itsessrgaso) will be the owriar of and have absolute title to
the unit($) free end Blear stall claims, Ilene, securily'Interests and ent umbrepGoe and the description of the Unif(s) set forth herein
is correct end (r) the Unit: Transaction Price set forth on the front hereof (or each unit of Unit(s) leased under a lease Is equal to
such Unit(a)la fair market value.
ff. Vendor shall foroverwarrent and defend. tba sale of the Unli(s) to Cat Financial (or Its assignee), Its suoosssors and assigns;
against any person claiming an Interest in he Unii(a),
6; Provided that no event of default exists under any agreement between Ls$gae alsd Cat Financial and upon timery satisfaction pf the
sosionod) h acpa In paragraph 2 dbove, and uhlogs dlherwlsa agreed to in !his Purchase Agreement, Cat Financial (or its
assignee] ahau pay Vandor the total Purchase price sef forth on th$ front hereof for the Udtt(s) within throe businass .days following
(a) the rer6lpt and approval by Cat Financial of ell. dooumahtatlon deemed necessary by Cat Fin'anafal In connootion with the lease
transaoddn and. (b) a(i credit conditions. have been satisfied.
7. Vendorrandll deliver the Uhlf(g) to the Lesaae at the dollvepr point set foffh onlhe front hereof.
B. This Purchoo Agreement may beasslgnedbyCot Rhanoslto:athird party. Vondorhorsbycoheentstonnyauehe slgnment.
@.'fhlsPurohaseAgreement *hall beeomaeffscxlve, only upon exao4tldnbyCat F'Inanolal,