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HomeMy WebLinkAbout8559RESOLUTION NO. 8559 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS 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 want 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 is March 5, 2024, meeting at which this Resolution was adopted; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF REDLANDS AS FOLLOWS: Section 1. The Agreement, including all schedules and exhibits attached to the Agreement, is approved in substantially the form presented at the City Council's March 19, 2024, 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 to 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 Tabitha Crocker, 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 she deems necessary or advisable to acquire the Equipment, including the signing and delivery of the Agreement and related documents. Section 5. That the City Clerk of the City is authorized to attest to this Resolution and affix the seal of the City to the Agreement, this Resolutions and any related documents. Section 6. That nothing in this Resolution, the Agreement, or any other document a pecuniary liability or charge upon the general credit of the City or against its taxing power, except to the extent 1 I:\Resolutions\Res 8500-8599\8559 Authorizing Execution and Delivery of Equipment Lease Purchase Agreement (D8).docx-msv2 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 immediately upon its adoption. ADOPTED, SIGNED AND APPROVED this 2nd day of April, 2024 Eddie Tejeda, May ATTEST: e Donaldson, City Clerk 2 I:\Resolutions\Res 8500-8599\8559 Authorizing Execution and Delivery of Equipment Lease Purchase Agreement (D8).docx-msv2 I, Jeanne Donaldson, City Clerk of the City of Redlands, hereby certify that the foregoing resolution was duly adopted by the City Council at a regular meeting thereof held on the 2nd day of April, 2024, by the following vote: AYES: Councilmembers Barich, Davis, Guzman -Lowery, Saucedo; Mayor Tejeda NOES: None ABSENT: None ABSTAINED: None Jed Donaldson, City Clerk EXHIBIT "A" 3 I:\Resolutions\Res 8500-8599\8559 Authorizing Execution and Delivery of Equipment Lease Purchase Agreement (D8).docx-msv2 LEASE -PURCHASE AGREEMENT [Attached] 4 I:\Resolutions\Res 8500-8599\8559 Authorizing Execution and Delivery of Equipment Lease Purchase Agreement (D8).docx-msv2 Governmental Equipment Lease -Purchase Agreement Contract Number 001-70131880 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., Suite 30 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 w Whether the Unit is new or used,the model -This number, the manufacturer, and the model name SERIALMN.' Unique ID number for this Unit ' �` ANNUAL `, LEASE PAYMENT is due per period as stated below in section 3. FINAL LEASE PAYMENT = DELIVERY DATE Enter` date machine was delivered to you. 1 New 2024 Caterpillar D8T Track Type Tractor - 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, 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 6.99% 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 4639581 13/03/2024 10:32:36 AM Ref. 1942653 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 attorneys 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 4639581 13/03/2024 10:32:36 AM Ref. 1942653 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 infull 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 Signature Name (Print) Title Date CITY OF REDLANDS US Governmental Equipment Lease -Purchase Agreement 4639581 13/03/2024 10:32:36 AM Ref. 1942653 Payment Schedule Contract Number 001-70131880 CAT Financial 1. PARTIES LESSOR CATERPILLAR FINANCIAL SERVICES CORPORATION LESSEE CITY OF REDLANDS . PAYMENT SCHEDULE PAYMENT NUMBER 1-5 6 PAYMENT DATE PAYMENT AMOUNT $272,683.42 $101.00 SIGNATURES CATERPILLAR FINANCIAL SERVICES CORPORATION CITY OF REDLANDS Signature Signature Name (Print) Name (Print) Title Title Date Date Signature Name (Print) Title Date US Payment Schedule 4639581 13/03/2024 10:32:36 AM Ref. 1942653 INSURANCE SELECTION FORM -OUTSIDE INSURANCE CARRIER 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 equipment's 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 occurrence. 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 PhysicalDamage@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: 001-70131880 Dealer Name: QUINN COMPANY Customer's Name: CITY OF REDLANDS Address: 35 CAJON ST. Suite 30 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. Model # Equipment Description 1. D8T 2024 Caterpillar Track Type Tractor - Medium Serial # VIN# Value Including Tax $1,196,200.35 Insurance Agency Insurance Agent's Name Street Address City State Zip Agent's Phone Number Fax Number E-mail Address TO CUSTOMER'S INSURANCE AGENT I hereby instruct you to add Caterpillar Financial Services Corporation as a Loss Payee for physical damage and as an Additional Insured for general liability: [ ] To my existing policy number(s) , which now provide the coverage required, or [ ] To a policy or policies which you are authorized to issue in the name listed above which will provide the coverage required. Signature Name(Print) Title Date Signature Name(Print) Title Form No. USINSUREOUTSIDE 610 Dealer Code: H430 US Insurance Selection Form - Outside Carrier 4639581 13/03/2024 10:32:46 AM Ref. 1942653 Date PROCESSING OF THIS TRANSACTION MAY HELD PENDING RECEIPTOF THIS INFORMATION PLEASE FORWARD A COPY OF THE CERTIFICATE OR BINDER EVIDENCING COVERAGE TO: CATERPILLAR FINANCIAL SERVICES CORPORATION 2120 West End Avenue Nashville, TN 37203 PLEASE ATTACH A COPY OF THIS NOTICE TO PROOF OF INSURANCE Fora, No. INSIR ROUTSIDE CUSTOMER INFORMATION VERIFICATION Contract Number 001-70131880 CAT Financial CUSTOMER INFORMATION CHANGES TO CUSTOMER INFORMATION Customer Name: CITY OF REDLANDS Physical Address: 1950 NEVADA ST REDLANDS, CA, 92373 Mailing Address: 35 CAJON ST., Suite 30 REDLANDS, CA, 92373-4746 Equipment Location: 1950 NEVADA ST Business Phone: Mobile Phone: E-mail Address: REDLANDS, CA, 92373 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. AUTO PAY INFORMATION (Checking Account Information) ❑ I decline Auto 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 Auto Pay on: Bank Name Routing Number Account Number Re -Enter Account Number �■ 9 digits "■ 3-17 digits I111 3-17 digits Account Name (exactly as it appears on Check) ACCOUNTNANr MA UP.'ER WEST UNE /pYTON1/1, LIS. 123.5 aiIto d Date I5 YOUR FINANCIAL INST1TVrgN { Am%MERE Vb. 0301 Dollar, 8 I:1234567801: 123 i 45671I' 030i Routing Number Account Number US Customer Information Verification Form 4639581 13/03/2024 10.32:46 AM Ref. 1942653 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 Name Title For questions or assistance with Auto Pay, or for information about your account, please contact Customer Service, 1-800-651-0567. US Customer Information Verification Form 4639581 13/03/2024 10:32:46 AM Ref. 1942653 Caterpillar Financial Services Corporation INVOICE Page Date I 03/13/2024 Invoice No. 001-70131880 CITY OF REDLANDS 35 CAJON ST., Suite 30 REDLANDS, CA 92373-4746 Description . Serial ; VIN Due Date Pmt. No. Amount (1) 2024 CATERPILLAR D8T TRACK TYPE TRACTOR - MEDIUM WITHOUT THE APPROPRIATE TAX EXEMPTION CERTIFICATE, APPLICABLE SALES AND/OR USE TAX WILL BE CHARGED. Upon Receipt. 1 $272,683.42 CITY OF REDLANDS 35 CAJON ST., Suite 30 REDLANDS, CA 92373-4746 Remit To: Caterpillar Financial Services Corporation 5th Floor Document Services Doc Specialist: QUINN COMPANY 2120 West End Ave. Nashville, TN 37203 PLEASE PAY THIS AMOUNT $ $272,683.42 Invoice No. 001-70131880 - 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 Schedule, 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) 4639581 13/03/2024 10:32:26 AM Ref. 1942653