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HomeMy Public PortalAboutAddendum No. 1 to Contract No. 110-2019 - KS State Bank - 6 trash trucksnR IGINAL ADDENDUM NUMBER ONE GOVERNMENT OBLIGATION CONTRACT DATED AS OF OCTOBER 1, 2019 This Addendum Number One to the Government Obligation Contract dated as of October i, 2019, between City of Richmond, Indiana (obligor) and KS StateBank (Obligee) ("Contract") is the firstwritten addendum to the above referenced Contract. - - Now, therefore, the parties hereby mutuallyagree, for consideration the receipt of which is hereby acknowledged, to amend the Contract as follows: 1. The parties hereby agree that the following definitions are added to section 1.01 of the Contract: "Partial Prepayment Date" means the first Contract Payment date that occurs on or after the earlier of (a) the twenty-four month(24) anniversary of the Commencement Date or the date on which Obligor has accepted all the Equipment and all amounts have been disbursed from the Vendor Payable Account to pay for the Equipment. "Purchase Price" means the total cost of the Equipment, Including all delivery charges, installation charges, legal fees, financing costs, recording and filing fees and other costs necessary to vest full, clear legal title to the Equipment in Obligor, subject to the security interest granted to and retained by Obligee as set forth in this Contract, and otherwise incurred in connection with the financing of this Equipment. "Surplus Amount" means any amount on deposit in the Vendor Payable Account on the Partial Prepayment Date. ''Vendor Payable Account" means the separate account of that name established pursuant to Section XI of this Contract 2. The parties herebyagree thatSection 2.02 i3 removed from the Contract in its; entirety. - 3. The parties herebyagree that Section 3.01 of the Contract Is removed and replaced with the following Section 3.01: Section 3.01 Acaulsltlon and Acceptance. Obligorshall be solely responsible for the ordering of the Equipment and for the delivery and installation of the Equipment. The Payment Request and Equipment Acceptance Form must be signed by the same authorized individual(s) who signed the Signature Card, Exhibit G. By making a Contract Payment after its receipt of the Equipment pursuant to this Contract, Obligor shall be deemed to have accepted the Equipment on the date of such Contract Payment for purposes of this Contract. All Contract Payments paid prior to delivery of the Payment Request and Equipment Acceptance Form shall be credited to.Contract Payments as they become due as shown an the Contract Payment Schedule attached as Exhibit B hereto. 4. - ' The parties hereby agree that the following is added to the end of Section 9.02 Remedies on Default as (d): (d) ' Obligee may retain all amounts credited to the Vendor payable Account and obligor shall have no further interest therein. S. The parties hereby agree that th e following Is added as XI to the Contract: - XI. Vendor Payable Account Section 11.01 Establishment of Vendor Payable Account. On the date that the Obligee executed this Contract,.which Is on or after the date that the Obligor executes this Contract, Obligee agrees to (1) make available to Obligor an amount sufficient to pay the total Purchase Price for the Equipmentby establishing a separate, non -interest bearing account (the "Vendor Payable Account"), as agent for Obligor's account, with a financial institution that Obligee selects that is acceptable to Obligor (Including Obligee or any of its affiliates) and (li) to deposit an amount - equal to such Purchase Price as reflected on Exhibit B in the Vendor Payable Account. Obligor hereby Further agrees to make the representations, warranties and covenants relating to the Vendor Payable Account as set forth in Exhibit C attached hereto. Upon Obligor's delivery to Obligee of a Payment Request and Equipment Acceptance Form in the form setforth in Exhibit F attached hereto, Obligor authorizes Obligee to withdraw funds from the Vendor Payable. Account from time to time to pay. the Purchase Price, or a portion thereof, for each item -of Equipment as it is delivered to Obligor. The Payment Request and Equipment Acceptance Form must be signed by an authorized Individual acting -on behalf of -Obligor. The authorized individual or individuals designated by the Obligor must sign the Signature Card which will be kept in the possession of the Obligee. - Section 11.02 Down Payment. Prior to the disbursement of any funds from the Vendor Payable Account, ,the Obligor must either (1) deposit all the down payment funds that the Obligor has committed towards the purchase of the Equipment Into the Vendor Payable Account or (2) Obligor must provide written verification to the satisfaction of the Obligee that all the down payment funds Obligor has committed towards the purchase of the Equipment have already been spent or are simultaneously being spent with the funds requested from the initial Payment Request and Equipment Acceptance Form.: For purposes of this Section, the down payment funds committed towards the Equipment from the Obligor are the down payment funds that were represented to the Obligee at the time this transaction was submitted for credit approval by the Obligor to the Obligee. Section 11.03 Disbursement upon Nan -Appropriation or Default. If anevent of non -appropriation or default occurs prior to the Partial Prepayment Date, the amount then on deposit in the Vendor Payable Accountshall be retained by the Obligee and Obligor will have no interest therein. Section 11.04 Surplus Amount. Any Surpius,Amount then on deposit in the Vendor Payable Account on the Partial Prepayment Date shall be applied to pay on such Partial Prepayment Date a portion of the Purchase Option Price then applicable.. Section 11.05 Recalculation of Contract Payments. Upon payment of a portion of the Purchase Option Price as provided in Section 11.04 above, each Contract Payment thereafter shall be reduced by an amount calculated by Obligee based upon a fraction the numerator of which is the Surplus Amount and the denominator of which is the Purchase Option Price on such Partial Prepayment Date. Within15 days after such Partial Prepayment Date, Obligee shall provide to Obligor a revised Exhibit 9 to this Contract, which shall take into account such payment of a portion of the Purchase Option Price thereafter and shall he and become thereafter Exhibit B to this Contract. Notwithstanding any other provision of this Section Si, this Contract shall remain in full force and effect with respect to all or the portion of the Equipment accepted by Obligor as provided In this Contract, and the portion of the principal component of Contract Payments remaining unpaid after the Partial.Prepayment Date plus accrued interest thereon shall remain payable in accordance with the terms of this Contract, including revised Exhibit B hereto which shall be binding and conclusive upon Obligee and Obligor. 6. The parties hereby agree thatEghiblt C to the Contract is removed and replaced with new Exhibit C (attachedto this Addendum Number One). 7. The parties hereby agree that Exhibits E, F, G, and H (attached to this Addendum Number One) will be added to the Contract. 8, Except as modified by this Addendum Number One, the Contract remains In full force and effect. No'other modifications or addendum of the Contract shall be effective unless it Is in writing and signed by the parties. IN WITNESS WHEREOF, the Obligor and Obligee have caused this Addendum to be duly executed by their respective officers who have signed below. City of Ric on Indiana 5 Bank Si Signature qup Mil 1 er,PrL-si d -n -, SgTli terry Roard Marsha Jarvis, Senior Vice President .Printed Name and Title - 3CL•Printed(lamea'dTi e /' �� f fl - Date - Duplicate Original Addendum No. 1 to Contract No. 110-2019