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2012.10.25 CAT Governmental Equipment Lease-Purchase Agreement
CITY OF MCCALL October 25, 2012 Western States Equipment 500 East Overland Road Meridian, ID 83642 Attn: Chad Allen CITY OF MC CALL 216 E PARK ST MC CALL Idaho 83638 Peter Borner Public Works Director presented AB 12-206 Resolution 12-19 approving a Heavy Equipment Lease/Purchase - Competitive Sealed Bid Number PW 13-03 for the City of McCall winter equipment rentals. The City of McCall publically advertised for two weeks in the local newspaper and on the city's website for the Bid PW 13-03. The invitation for bid includes a 5 year Heavy Equipment Lease/Purchase for one Motor Grader, one 4 cubic yard loader, one 3.5 cubic yard loader, and one skid steer for winter snow removal. The invitation to bid includes specific instructions to the bidders regarding requirements of the lease, the non -appropriations addendum, and the guaranteed buy back provisions. Western States Equipment is the lowest most responsible bidder and therefore will be awarded the Bid PW 13-03 to include the following: 140M2 Motor Grader 950K Wheel Loader 938K Wheel Loader 246 Skid Steer Loader Delivery will be made no later than November 1, 2012. Donald C. Bailey `osissinfoos Attest: �0� 1JtcCglt.,t r4 .. =' : • X= A. p' BessieJo Wagner, City Clerk Z;,. i ,AIL L 4rL / 4;14L ID 216 East Park Street . McCall, Idaho 83638 . (208) 634-7142 . Fax (208) 634-3038 1rJg3 1? 7rnna ��1=� CAT` Western States Equipment Co. General Office P.O. Box 38 Boise, ID 83707-0038 October 19, 2012 City of McCall 216 East Park Street McCall, Idaho 83638 Gentlemen: RECEIVED Please accept this letter as a guarantee for purchase of your Caterpillar Model 140M2 AWD-Motor-Grader—Serial Number-M9J00672, this -guarantee -is made -in -conjunction with the Governmental Fail -Safe Warranty. We agree to purchase this unit from you at the end of the five years for the amount of $ 190,000.00 based on a maximum of 5,000 S.M.U.'s. If the time period or service meter unit limits are exceeded the above machine will be appraised to determine a new value. Lessee agrees that each Unit, upon its return, shall: 1. Be in sound mechanical condition and to be in good workirig order under full load. 2. Have the same attachments and piece parts as when delivered. 3. a: Have tracks in safe and operable condition with aminimum of (40%) of wear remaining tread life. OR b. Have a minimum of forty percent (40%) life remaining on all undercarriage components including track shoes, links, pins and bushings, idlers, bogies, sprockets, carrier rollers, track rollers; 4. Have no cracked or broken glass; 5. Have no missing sheet metal and any damage to sheet metal; 6. Have no structural damage to frame. 7. Have met the full requirement of the warranty procedures, including scheduled oil sampling at the prescribed intervals. 8. Have no damage or modification to machine ROPS (roll over protection structure) per Caterpillar guidelines, repair or replacement of ROPS will be billed at time of return. We require thirty (30) days written notice if you choose to exercise this guarantee and transfer title of the above -described equipment to Western States Equipment Company. If you have any questions or if we may be of further assistance, please call. Sincerely, J. D. King Vice President & Treasurer Hayden, ID 206.762.6690 Kalispell, MT 406.752.3030 Idaho Falls, ID 208.552.2287 Missoula, MT 406.721.4050 Lewiston, ID 208.746.3301 LaGrande, OR 541.963.3101 Meridian, ID 208.888.2287 Pendleton, OR 541.276.5812 Pocatello, ID 208.232.2640 Pasco, WA 509.547.9541 Twin Falls, ID 208.734.7330 Spokane, WA 509.535.1744 WWESTERN STATES CAT Western States Equipment Co. General Office P.O. Box 38 Boise, ID 83707-0038 October 19, 2012 City of McCall 216 East Park Street McCall, Idaho 83638 Gentlemen: RECEIVED JAN - 9 2013 Please accept this letter as a guarantee for purchase of your Caterpillar Model 938K Wheel Loader, Serial Number OSWL00650, this guarantee is made in conjunction with the Governmental Fail -Safe Warranty. We agree to purchase this unit from you at the end of the five years for the amount of $ 140,000.00 based on a maximum of 5,000 S.M.U.'s. If the time period or service meter unit limits are exceeded the above machine will be appraised to determine a new value. Lessee agrees that each Unit, upon its return, shall: 1. Be in sound mechanical condition and to be in good working order under full load. 2. Have the same attachments and piece parts as when delivered. 3. a. Have tracks in safe and operable condition with a minimum of (40%) of wear remaining tread life. OR b. Have a minimum of forty percent (40%) life remaining on all undercarriage components including track shoes, links, pins and bushings, idlers, bogies, sprockets, carrier rollers, track rollers; 4. Have no cracked or broken glass; 5. Have no missing sheet metal and any damage to sheet metal; 6. Have no structural damage to frame. 7. Have met the full requirement of the warranty procedures, including scheduled oil sampling at the prescribed intervals. 8. Have no damage or modification to machine BOPS (roll over protection structure) per Caterpillar guidelines, repair or replacement of ROPS will be billed at time of return. We require thirty (30) days written notice if you choose to exercise this guarantee and transfer title of the above -described equipment to Western States Equipment Company. If you have any questions or if we may be of further assistance, please call. Sincerely, v/ 1 J. D. King Vice President & Treasurer Hayden, ID 208.762.6690 Kalispell, MT 406.752.3030 Idaho Falls, ID 208.552.2287 Missoula, MT 406.721.4050 Lewiston, ID 208.746.3301 LaGrande, OR 541.963.3101 Meridian,10 208.888.2287 Pendleton, OR 541.276.5812 Pocatello, ID 208.232.2640 Pasco, WA 509.547.9541 Twin Falls, ID 208.734.7330 Spokane, WA 509.535.1744 WESTERN 7/117 STATES CM Western States Equipment Co. General Office P.O. Box 38 Boise, ID 83707-0038 October 19, 2012 City of McCall 216 East Park Street McCall, Idaho 83638 Gentlemen: RECEIVED JA J - 9 20t3 Please accept this letter as a guarantee for purchase of your Caterpillar Model 950K Wheel Loader, Serial Number 0R4A00994, this guarantee is made in conjunction with the Governmental Fail -Safe Warranty. We agree to purchase this unit from you at the end of the five years for the amount of $ 185,000.00 based on a maximum of 5,000 S.M.U.'s. If the time period or service meter unit limits are exceeded the above machine will be appraised to determine a new value. Lessee agrees that each Unit, upon its return, shall: 1. Be in sound mechanical condition and to be in good working order under full load. 2. Have the same attachments and piece parts as when delivered. 3. a. Have tracks in safe and operable condition with a minimum of (40%) of wear remaining tread life. OR b. Have a minimum of forty percent (40%) life remaining on all undercarriage components including track shoes, links, pins and bushings, idlers, bogies, sprockets, carrier rollers, track rollers; 4. Have no cracked or broken glass; 5. Have no missing sheet metal and any damage to sheet metal; 6. Have no structural damage to frame. 7. Have met the full requirement of the warranty procedures, including scheduled oil sampling at the prescribed intervals. 8. Have no damage or modification to machine ROPS (roll over protection structure) per Caterpillar guidelines, repair or replacement of ROPS will be billed at time of return. We require thirty (30) days written notice if you choose to exercise this guarantee and transfer title of the above -described equipment to Western States Equipment Company. If you have any questions or if we may be of further assistance, please call. Sincerely, J. D.,King Vice President & Treasurer Hayden, ID 208.762.6690 Kalispell, MT 406.752.3030 Idaho Falls, ID 208.552.2287 Missoula, MT 406.721.4050 Lewiston, ID 208.746.3301 LaGrande, OR 541.963.3101 Dyke es Used '" qui nt Manager Meridian, ID 208.888.2287 Pendleton, OR 541.276.5812 Pocatello, ID 208.232.2640 Pasco, WA 509.547.9541 Twin Falls, ID 20B.734.7330 Spokane, WA 509.535.1744 WESTERN r STATES CAT' Western States Equipment Co. General Office P.O. Box 38 Boise, ID 83707-0038 October 19, 2012 City of McCall 216 East Park Street McCall, Idaho 83638 Gentlemen: R' E^.mo d i'/ED JA -9 2013 Please accept this letter as a guarantee for purchase of your Caterpillar Model 246C High Flow Skid Steer Loader, Serial Number 0JAY07875, this guarantee is made in conjunction with the Governmental Fail -Safe Warranty. We agree to purchase this unit from you at the end of the five years for the amount of $ 42,000.00 based on a maximum of 5,000 S.M.U.'s. If the time period or service meter unit limits are exceeded the above machine will be appraised to determine a new value. Lessee agrees that each Unit, upon its return, shall: 1. Be in sound mechanical condition and to be in good working order under full load. 2. Have the same attachments and piece parts as when delivered. 3. a. Have tracks in safe and operable condition with a minimum of (40%) of wear remaining tread life. OR b. Have a minimum of forty percent (40%) life remaining on all undercarriage components including track shoes, links, pins and bushings, idlers, bogies, sprockets, carrier rollers, track rollers; 4. Have no cracked or broken glass; 5. Have no missing sheet metal and any damage to sheet metal; 6. Have no structural damage to frame. 7. Have met the full requirement of the warranty procedures, including scheduled oil sampling at the prescribed intervals. 8. Have no damage or modification to machine ROPS (roll over protection structure) per Caterpillar guidelines, repair or replacement of ROPS will be billed at time of return. We require thirty (30) days written notice if you choose to exercise this guarantee and transfer title of the above -described equipment to Western States Equipment Company. If you have any questions or if we may be of further assistance, please call. Sincerely, J. D. King Vice President & Treasurer • Hayden, ID 208.762.6690 Kalispell, MT 406.752.3030 Idaho Falls, ID 208.552.2287 Missoula, MT 406.721.4050 Lewiston, ID 208.746.3301 LaGrande, OR 541.963.3101 Dyke of' Used Used q p nt Manager Meridian, ID 208.889.2287 Pendleton, OR 541.276.5812 Pocatello, ID 208.232.2640 Pasco, WA 509.547.9541 Twin Falls, ID 208.734.7330 Spokane, WA 509.535.1744 WESTERN r STATES CAT Western States Equipment Co. General Office P.O. Box 38 Boise, ID 83707-0038 October 19, 2012 City of McCall 216 East Park Street McCall, Idaho 83638 Gentlemen: RECEIVED JAiri - !' 2013 Please accept this letter as a guarantee for purchase of your Caterpillar Model 140M2 AWD Motor Grader, Serial Number: M9J00672, this guarantee is made in conjunction with the Governmental Fail -Safe Warranty. We agree to purchase this unit from you at the end of the five years for the amount of $190,000.00 based on a maximum of 5,000 S.M.U.'s. If the time period or service meter unit limits are exceeded the above machine will be appraised to determine a new value. Lessee agrees that each Unit, upon its return, shall: 1. be in sound mechanical condition and to be in good working order under full load; 2. have the same attachments and piece parts as when delivered; 3. a. have tires in safe and operable condition with a minimum of (40%) of wear remaining tread life and all of the same manufacturer and style (no recaps). OR b. have a minimum of forty percent (40%) life remaining on all undercarriage components including track shoes, links, pins and bushings, idlers, bogies, sprockets, carrier rollers, track rollers; 4. have no cracked or broken glass; 5. have no missing sheet metal and any damage to sheet metal; 6. have no structural damage to frame; 7. have met the full requirement of the warranty procedures, including scheduled oil sampling at the prescribed intervals. We require thirty (30) days written notice if you choose to exercise this guarantee and transfer title of the above -described equipment to Western States Equipment Company. If you have any questions or if we may be of further assistance, please call. Sincerely, J. D. ing Vice President & Treasurer Hayden, ID 208.762.6690 Kalispell, MT 406.752.3030 Idaho Falls, ID 208.552.2287 Missoula, MT 406.721.4050 Lewiston, ID 208.746.3301 LaGrande, OR 541.963.3101 Meridian, ID 208.888.2287 Pendleton, OR 541.276.5812 ent Manager Pocatello, ID 208.232.2640 Pasco, WA 509.547.9541 Twin Falls, ID 208.734.7330 Spokane, WA 509.535.1744 With flexible terms, up to 100 percent financing for qualified entities, non -appropriations clauses and insurance support, Cat Financial is set up to meet the specific needs of governmental entities —taking the hassle out of acquiring equipment. lirtilh il 0 I ITI I 0 0 I fel 1114{11 itil I [11 0 ibil Your organization is always changing and so are your financial needs. That's why it's good to know Cat Financial and all the ways we can help make your business stronger for life. Whether you're buying equipment, protecting your investment, managing your accounts or preparing for the future, our comprehensive financing and insurance solutions help you be more successful. CAT® Financial See reverse for more information... GOVERNMENTAL LEASE BENEFITS Offers special low interest rates —interest charge is normally less than the total cost of issuing a bond May not require voter approval as with bond issuance Lets you cancel your contract without penalty (on the last day of the appropriations period) if funding is not approved for the following year GOVERNMENTAL TAX LEASE BENEFITS* Generally provides lower monthly payments than purchase contracts Allows you to use equipment without concern of disposal May not require voter approval as with bond issuance Lets you cancel your contract without penalty (on the last day of the appropriations period) if funding is not approved for the following year *May require preapproval WHO' FI-I IR�._F Any State (including District of Columbia), political subdivisions of a State (cities, towns, counties, other municipalities), or territories of the United States Non-traditional governmental entities may qualify — hospitals, schools, and water districts and some agencies, authorities, boards, and commissions Federally -recognized Native American Tribes Qualified governmental entities should have some of the sovereign powers of State (i.e., power to tax, power to exercise eminent domain, power to police). AEXQ0899 ©2012 Caterpillar I All Rights Reserved CAT, CATERPILLAR, their respective logos, "Caterpillar Yellow" and the "Power Edge" trade dress, as well as corporate and product identity used herein, are trademarks of Caterpillar and may not be used without permission. A Tye` ate• y WHY CAT FINANCIAL? HIGHER SATISFACTION: Our customers say they're more satisfied with their equipment. EXPERIENCED TEAM: Our team with expertise in your industry means we can better serve you. FAST SERVICE: In most cases, we'll have your transaction approved and documents issued the same day. FLEXIBLE TERMS: Payment schedules — annual, semi-annual, quarterly, monthly or skip —meet your needs. CATERPILLAR FINANCIAL 2120 West End Avenue Nashville, TN 37203 Phone: 615.341.1000 Customer Service: 800.651.0567 Apply Online: www.CatFinancial.com A® Financial (Page 1 of 4) GOVERNMENTAL EQUIPMENT LEASE -PURCHASE AGREEMENT Lessee: CITY OF MCCALL Address: 216 EAST PARK STREET City: MCCALL State/ Zip: ID / 83638 /�,, % This Governmental Equipment Lease/Purchase Agreement is dated as of 7 rOf" -/ J�7 / Zi (the "Agreement"). Lessor: Caterpillar Financial Services Corporation Address: 2120 West End Avenue City: Nashville State/Zip: Tennessee 37203-0001 1. LEASE PAYMENTS; CURRENT EXPENSE. Lessee agrees to pay the lease payments (the "Lease Payments") with respect to this Agreement during the term hereof in the amounts and on the dates specified below. The obligation of Lessee to pay Lease Payments extends only from the effective date of this Agreement until expiration of the current fiscal year of Lessee and thereafter if renewed by Lessee. The Agreement may be renewed for an additional fiscal year at the discretion of Lessee. In the event Lessee desires to renew the Agreement, it shall specifically appropriate funds in the budget adopted by Lessee to make scheduled Lease Payments. Lessor is authorized to insert the due dates of the Lease Payments and any other information that should be added hereto in order for this Agreement to reflect the specific agreements of the parties hereto. All Lease Payments shall be paid to Lessor without notice or demand at such place as Lessor may from time to time designate by written notice to Lessee. Lessee shall pay the Lease Payments exclusively from moneys legally available therefor, in lawful money of the United States of America. The obligations of Lessee, including its obligation to pay the Lease Payments due in any fiscal year. shall constitute a current expense of Lessee for such fiscal year and shall not constitute an indebtedness of Lessee within the meaning of the constitution and laws of the State of Idaho (the "State"). Nothing herein shall constitute a pledge by Lessee 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 Paragraph) owing hereunder. EXCEPT AS PROVIDED IN PARAGRAPH 4, LESSEE'S OBLIGATIONS TO MAKE THE PAYMENTS TO LESSOR IN THE AMOUNTS REQUIRED HEREBY ARE ABSOLUTE AND UNCONDITIONAL. LESSEE FURTHER EXPRESSLY AGREES THAT IT WILL MAKE ALL SUCH PAYMENTS TO LESSOR REGARDLESS OF, AND WILL NOT ASSERT AGAINST LESSOR, ANY DEFENSE, CLAIM, SETOFF, OR COUNTERCLAIM OR OTHER RIGHT, EXISTING OR FUTURE, WHICH LESSEE MAY HAVE AGAINST THE LESSOR OR ANY OTHER PERSON OR ENTITY FOR ANY REASON. As used in this Agreement, "Payments" shall mean the Lease Payments and any other amounts required to be paid by Lessee hereunder. Lease Payments shall be paid by Lessee to Lessor according to the attached payment schedule; provided that all accounts owing hereunder shall be due by the final lease payment date. If Lessor does not receive a Lease Payment on the date it is due, Lessee shall pay to Lessor, on demand a late payment charge equal to the lesser of five percent (5%) of the payment not paid when due or the highest charge allowed by law, whichever is less. The portion of the Lease Payments constituting principal shall bear interest (computed on the basis of actual days elapsed in a 360 day year) at the rate of 2.45% per annum. 2. SECURITY INTEREST. Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, the items of equipment (the "Equipment") described below. In order to secure all of its obligations hereunder, Lessee hereby: (a) grants to Lessor a first and prior security interest in any and all right, title, and interest of Lessee in the Equipment and in all additions, attachments, accessions, and substitutions thereto, and on any proceeds therefrom and (b) agrees to do any further act and hereby authorizes the filing of such financing statements, or to execute and deliver such certificates of title, notices or acknowledgement or other instruments in form satisfactory to Lessor necessary or appropriate to evidence such security interest. Lessee at its expense will protect and defend Lessor's security interest in the Equipment and will keep the Equipment free and clear of any and all claims, liens, encumbrances and legal processes however and whenever arising. Desc ption of Unit(s) ( I ) New 246C (CAB) (1) New 950K (1)New 938K (1) New 140M 2012 Caterpillar Skid Steer Loader 2012 Caterpillar Medium Wheel Loader 2012 Caterpillar Small Wheel Loader 2012 Caterpillar Motor Grader Serial# IAY07875 R4A00994 sw��M J ooc� ��- Lessee confirms that it has an immediate need for, and expects to make immediate use of, substantially all the Equipment. The Equipment will be used by Lessee for the purpose of performing one or more of Lessee's govemmental functions consistent with the scope of Lessee's authority and not in any trade or business carried on by a person other than Lessee. 3. WARRANTIES. LESSOR HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY, REPRESENTATION OR COVENANT OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE EQUIPMENT. AS TO LESSOR, LESSEE'S LEASE AND PURCHASE OF THE EQUIPMENT SHALL BE ON AN "AS IS" AND 'WHERE IS" BASIS AND "WITH ALL FAULTS". Lessee shall enforce ail warranties, agreements and representations, if any, with regard to the Equipment against the maker of such warranties. Except pursuant to an amendment as provided herein, no person is authorized to waive or alter any term or condition of this Agreement. 4. NONAPPROPRIATION. Lessee covenants and represents to Lessor that (a) Lessee's primary business official currently intends, to the extent permitted by State law, to include in Lessee's budget for approval by the goveming board of Lessee for each surr.essive (Page 2 of 4) fiscal year during the term of this Agreement a sufficient amount to permit Lessee to discharge all of its obligations hereunder, (b) Lessee has budgeted and has available for the current fiscal year sufficient funds to comply with its obligations under this Agreement and (c) there are no circumstances presently affecting Lessee that could reasonably be expected to adversely affect its ability to budget funds for the payment of sums due hereunder. In the event the goveming board of Lessee fails or refuses to appropriate monies sufficient to make the Payments due during Lessee's next succeeding fiscal year this Agreement will not be renewed for such fiscal year and Lessee shall return to Lessor, no later than the last day of the last fiscal year for which appropriations were made for the Payments due hereunder (the "Return Date"), all, but not less than all, of the Equipment, at Lessee's sole expense, in accordance with Paragraph 18, and this Agreement shall terminate on the Return Date without penalty or expense to Lessee and Lessee shall not be obligated to pay the Lease Payments beyond the last fiscal year for which appropriations were made, provided, that Lessee shall pay all Lease Payments and other Payments for which moneys have been appropriated or are otherwise available, provided further, that Lessee shall pay month -to -month rent at the rate set by Lessor for each month or part thereof that Lessee fails to retum the Equipment. 5, TAX WARRANTY. ;lessee is validly existing as a body corporate and politic and public instrumentality of the State with the power and authority to enter into this Agreement and to carry out its obligations hereunder and the transactions contemplated hereby. Lessee shall, at all times, do and perform all acts and things necessary and within its control in order to assure that the component of the Lease Payments received by the Lessor that for the purposes of Federal income taxation is treated as interest shall be excluded from the gross income of the Lessor, and Lessee shall not take or permit any act or thing that could cause such component received by the Lessor to be included in the gross income of the Lessor for the purposes of Federal income taxation. The Equipment will not be used in any trade or business carved on by a person other than Lessee. Lessee will report this Lease_. Purchase to the Internal Revenue Service by filing Form 8038G, 8038C or 8038 whichever is applicable. Lessee agrees that if the appropriate form is not filed, or if the Lessee is in breach of any other tax warranty in this paragraph, the interest rate will be adjusted to the equivalent taxable interest rate. 8. ASSIGNMENT. Lessee may not, without Lessor's written consent, by operation of law or otherwise, assign, transfer, pledge, hypothecate or otherwise dispose of its right, title and interest in and to this Agreement and the Equipment and/or grant or assign a security interest herein, in whole or in part. Lessor may not transfer, sell, assign, pledge, hypothecate, or otherwise dispose of its right, title and interest in and to this Agreement and the Equipment and/or grant or assign a security interest herein, in whole or in part. 7. INDEMNITY. To the extent permitter) by law, Lessee assumes liability for, agrees to and does hereby indemnify, protect and hold harmless Lessor and its agents, employees, officers, directors, subsidiaries and stockholders from and against any and all liabilities, obligations, tosses, 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 Lessee or Lessor), operation, ownership, selection, delivery, storage, leasing or return of any item of Equipment, regardless of where, how and by whom operated, or any failure on the part of Lessee to accept the Equipment or otherwise to perform or comply with any conditions of this Agreement. The indemnities contained in this Paragraph shall continue in full force and effect notwithstanding the termination of this Agreement. Lessee is an independent contractor and nothing contained in this Agreement shalt authorize Lessee or any ether person to operate or use any Equipment so as to incur any obligation on behatf of Lessor or impose any liability on Lessor. Nothing in this Agreement is Intended nor should any provision of this Agreement be construed to, limit, waiver, abridge or otherwise modify any rights, claims, or causes of action that the Lessee may have against any person or entity other than Lessor. 8. LOSS AND DAMAGE. Lessee shall bear the entire risk of loss, theft, destruction or damage to the Equipment or any part thereof from any cause whatsoever. No loss, theft, destruction or damage of the Equipment shall relieve Lessee of the obligation to make Lease Payments or to perform any obligation owing hereunder. In the event of loss, theft, destruction or damage of any kind to any item of the Equipment, Lessee shall immediately notify Lessor and, at the option of Lessor, shall: (a) place the same in good repair, working order and condition (ordinary wear and tear excepted); or (b) replace the same with like equipment in goad repair., working order and condition (ordinary wear and tear excepted). The `net proceeds' (as defined in the last sentence of this Paragraph) of any insurance recovery shall be applied to clause (a) or (b) as provided above unless an Event of Default shall have occurred and be continuing in which case the net proceeds shall be paid to Lessor to the extent of, and applied to the amount due and payable to Lessor under this Agreement_ Any net proceeds remaining after application of net proceeds in accordance with the preceding sentence shall be paid to, and belong to, Lessee. If the net proceeds of any insurance recovery are insufficient to pay in full for the repair, restoration or replacement of the Equipment, Lessee shall either complete the work to the satisfaction of Lessor, and pay any costs in excess of the net proceeds without any claim for reimbursement or credit from Lessor or pay the then applicable purchase price for the Equipment (as determined by Lessor according to its usual and customary manner) plus all Payments then due and owing hereunder. "Net proceeds" shall mean the amount remaining from the gross proceeds of any insurance claim cr condemnation award after dedung all expenses (including reasonable attorneys' fees) incurred in the collection of such claim or award. S. INSURANCE. Lessee agrees to keep the Equipment insured to protect all interests of Lessor, at Lessee's expense, for such risks, in such amounts, in such forms and with -such companies as Lessor may require, including but not limited to fire and extended coverage insurance, explosion and collision coverage, and personal liability and property damage liability insurance. Lessor may (but shall not be obligated to) insure the Equipment at the expense of Lessee. Any insurance policies relating tc loss or damage to the Equipment will name Lessor as loss payee as its interests may appear and the proceeds may be applied toward the replacement or repair of the Equipment or the satisfaction of the Payments due hereunder. Any such policies shall contain a provision that they may not be cancelled or the coverage reduced without thirty (30) days prior written notice to Lessor. Any liability insurance policies will name t FcYe and Lessor as co-insured and the proceeds shall be applied first to Lessor to the extern of its liability, if any, and the balance to Lessee. Lessee shall furnish certificates, policies or endorsements to Lessor as proof of such insurance. Lessee hereby appoints Lessor as Lessee's attorney -in -fact to snake claim for, receive payment of and execute or endorse all documents. CheckS or drafts or 2 (Page 3 of 4) loss or damage or return premiums under any insurance policy issued on the Equipment and hereby assigns to Lessor all of its right, title and interest in and to such insurance policies and the proceeds thereof. If Lessee is self-insured with respect to equipment such as the Equipment, Lessee shall maintain an actuarially sound self-insurance program in form satisfactory to Lessor and shall provide evidence thereof in form and substance satisfactory to Lessor. 10.TAXES, MAINTENANCE AND INSPECTION. The parties to this Agreement contemplate that the Equipment will be used for a governmental or proprietary purpose of Lessee and,therefore,that the Equipment will be exempt from all taxes presently assessed and levied with respect to personal property. Nevertheless, if the use, possession or acquisition of the Equipment is determined to be subject to taxation, Lessee shall pay when due all taxes and governmental charges assessed or levied against or with respect to the Equipment. Lessee agrees to use, operate and maintain the Equipment in accordance with all laws, regulations and ordinances and in accordance with the provision of any policies of insurance covering the Equipment, and shall not rent the same or permit the same to be used by anyone other than Lessee or Lessee's employees. Lessee agrees to keep the Equipment in good repair,working order and condition (ordinary wear and tear excepted) and house the same in suitable shelter, and to permit Lessor or its assigns to inspect the Equipment at any time and to otherwise protect its interests therein. If any Equipment is customarily covered by a maintenance agreement, Lessee will furnish Lessor with a maintenance agreement by a party reasonably satisfactory to Lessor. No maintenance or other service for the Equipment will be provided by Lessor. Without the prior written consent of Lessor, Lessee shall not make any alterations, modifications or attachments to the Equipment that cannot be removed without materially damaging the functional capabilities or economic value of the Equipment. In the event the Equipment is returned to Lessor, the Lessee, at its sole cost and expense, and at the request of Lessor, will remove all alterations, modifications and attachments, and repair the Equipment as necessary to return the Equipment to the condition in which it was furnished, ordinary wear and tear and permitted modifications excepted. All replacement parts shall be free and dear of liens of others, and shall become part of the Equipment and subject to the terms hereof. 11.LATE PAYMENTS AND PERFORMANCE OF LESSEE'S OBLIGATIONS BY LESSOR. If (a) any Payment other than a Lease Payment is not paid when due or (b) Lessee fails to perform any of its obligations hereunder and Lessor performs the same for the account of Lessee and incurs expenses, costs, penalties or liabilities in so doing ("Reimbursable Expenses"), Lessee shall pay interest on such Payment from the date due and,with respect to the Reimbursable Expenses,from the date incurred, in each case until paid, at the rate of eighteen (18%)percent per annum (or, if such rate is in excess of the maximum rate permitted by law, the maximum rate permitted by law). 12.DEFAULT. The following shall constitute an event of default under this Agreement, and the terms "Event of Default" and "default" shall include,whenever they are used in this Agreement,the following: (a)subject to Paragraph 4 hereof,failure by Lessee to pay any Lease Payment or any other Payment required to be paid when due and such failure continues for ten (10) days after the due date thereof, (b)Lessee fails to perform or observe any other covenant, condition, or agreement to be performed or observed by it hereunder and such failure is not cured within twenty (20) days after written notice thereof by Lessor, (c) the discovery by Lessor that any statement, representation or warranty made by Lessee in this Agreement or any writing ever delivered by Lessee pursuant hereto or in connection herewith is false, misleading, or erroneous in any material respect; (d) any determination by the United States Internal Revenue Service that the portion of the Payments constituting"interest" is includible in the gross income of Lessor for Federal income tax purposes, or (e) the filing of a petition in bankruptcy by or against Lessee, or failure of Lessee promptly to lift any execution, garnishment, or attachment of such consequences as would impair the ability of Lessee to carry on its governmental functions, or assignment by Lessee for the benefit of creditors, or the entry by Lessee into agreement of composition with creditors, or the approval by a court of competent jurisdiction of any adjustment of indebtedness of Lessee, or the dissolution or liquidation of Lessee. 13.REMEDIES.Whenever any Event of Default shall have occurred, Lessor shall have the right, at its option and without any further demand or notice,to take one or any combination of the following remedial steps: (a)Lessor, 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 Lessee; (b) Lessor may repossess any or all of the Equipment by giving Lessee written notice to deliver the Equipment to Lessor in the manner provided in Paragraph 18, or in the event Lessee fails to do so within ten (10)days after receipt of such notice, and subject to all applicable laws, Lessor may enter upon Lessee's premises where the Equipment is kept and take possession of the Equipment and charge Lessee for costs incurred in repossessing the Equipment, including reasonable attorneys' fees. Lessee hereby expressly waives any damages occasioned by such repossession. Notwithstanding the fact that Lessor has taken possession of the Equipment, Lessee shall continue to be responsible for the Lease Payments due during the fiscal year then in effect; (c) if Lessor terminates this Agreement and takes possession and disposes of the Equipment or any portion thereof, Lessor shall apply the proceeds of any such disposition to pay the following items in the following order: (i)all costs (including, but not limited to, attorneys'fees) incurred in securing possession of the Equipment; (ii) all expenses incurred in completing the disposition of the Equipment; (iii)any sates or transfer taxes; (iv) all costs and expenses incurred by Lessor to return the Equipment to the condition required by Paragraph 18 hereof; and (v)all Payments whether due or due in the future hereunder. Any disposition proceeds remaining after these disbursements have been made shall be paid to Lessee. In addition, Lessor may exercise any other right, remedy or privilege that may be available to Lessor under applicable law or, by appropriate court action at law or in equity, Lessor may enforce any of Lessee's obligations hereunder. Lessor's rights and remedies are cumulative and may be exercised concurrently or separately. No such right or remedy is exclusive of any other right or remedy permitted by this Agreement or by law or in equity. 14.NOTICES.For the purpose of this Agreement any notices required to be given,shall be given to the parties hereto in writing and by certified mail at the address herein set forth, or to such other addresses as each party may substitute by notice to the other, which notice shall be effective upon its receipt. 3 (Page 4 of 4) 15.DELIVERY; TITLE. Lessee has advised Lessor of its desire to lease the Equipment, the cost of the Equipment, the expected delivery date and the desired lease terms for the Equipment. Lessee shall order such Equipment and shall cause such Equipment to be delivered pursuant to Lessee's directions. Lessor shall have no liability to Lessee, or to any other person for transportation, delivery or installation of the Equipment. Lessee shall bear the risk of loss with respect to any Equipment. Legal title to the Equipment, including,if applicable, any software license component thereof, is vested in Lessor. Upon the payment of all amounts due hereunder, legal title to the Equipment shall pass to Lessee without the necessity of further action by the parties hereto, and Lessor shall have no further interest therein. 16. MISCELLANEOUS. This Agreement may not be modified, amended, altered or changed except by a written agreement signed by both parties. In the event any provision hereof shall be invalid or unenforceable,the remaining provisions hereof shall remain in full force and effect. This Agreement, together with exhibits, constitutes the entire agreement between Lessee and Lessor 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 Lessee 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 Lessor and will not apply to this Agreement. 17.JURY TRIAL WAIVER. THE PARTIES TO THIS AGREEMENT HEREBY UNCONDITIONALLY WAIVE, IN A KNOWING AND INTENTIONAL MANNER,THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY,THIS AGREEMENT OR RELATED DOCUMENTS, ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER HEREOF OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN THEM. 18.RETURN OF EQUIPMENT. If Lessor is entitled to obtain possession of any Equipment or if Lessee is obligated at any time to return any Equipment, then Lessee shall, at its sole expense and risk, immediately de-install, disassemble, pack, crate, insure and return the Equipment to Lessor(all in accordance with applicable industry standards) at any location in the continental United States selected by Lessor. Such Equipment shall be in the same condition as when received by Lessee (ordinary wear and tear excepted), shall be in good operating order and maintenance as required hereby, shall be free and clear of any liens (except Lessor's lien) and shall comply with all applicable laws and regulations. Until Equipment is returned as required above, all terms of this Agreement shall remain in full force and effect including,without limitation, Lessee's obligation to pay Lease Payments and to insure the Equipment. 19. OTHER DOCUMENTS. In connection with the execution of this Agreement, Lessee shall cause to be delivered to Lessor(i) an Acceptance Certificate substantially in the form attached hereto as Attachment A;(ii)a certified copy of Lessee's Authorizing Resolution substantially in the form attached hereto as Attachment B, (iii) an opinion of Lessee's counsel substantially in the form attached hereto as Attachment C,(iv)a form 8038 G or 8038 GC as required under the Code,and(v)any other documents or items required by Lessor. 20.APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws, excluding the laws relating to the choice of law,of the State. p-F /aloha. Lessee: Lessor: CITY OF MCCALL CATERPILLAR FINANCIAL SERVICES CORPORATION Signatu ' Signature: Mon-Kldh8 FltchoatfiC MIX-0.6k krAnia----- By: i/o,.t-a. G, ram. 4j' By: Print Name Print Print Name { Documentation Manager Title: ('( � rz/ Title: ( III 1 y 4 (rage 1 at 1) PAYMENT SCHEDULE TO GOVERNMENTAL EQUIPMENT LEASE PURCHASE AGREEMENT Dated as of 64-24 i.e Aft t--(the"Agreement") between CATERPILLAR FINANCIAL SERVICES CORPORATION("Lessor") and CITY OF MCCALL("Lessee") PAYMENT SCHEDULE Payment Dates Payment Payment Amounts Numbers r Due Date of the Agreement I $52,495.79 12 months after the date of 2 $52,495.79 the Agreement 24 months after the date of 3 $52,495.79 the Agreement 36 months after the date of 4 $52,495.79 the Agreement 48 months after the date of 5 $52,495.79 the Agreement 60 months after the date of 6 $557,000.00 the Agreement 5 (Page 1 of 3) ATTACHMENT A DELIVERY CERTIFICATION & TAX INFORMATION This pertains to and is incorporated into that certain Governmental Lease-Purchase Agreement(Transaction Number 1976622)and the related Schedule A,all of which are by and between Caterpillar Financial Services Corporation(`Lessor') and CITY OF MCCALL("Customer"). Please ensure that a delivery date is provided(select A, B,or C)to avoid delays. Failure to complete this section could delay the closing of_your transaction. Customer hereby certifies to Lessor and its successors and assign,that Customer accepted delivery of ALL below described Unit(s)and that:[Check one below] Option A: , / ` _ �r v The Unit(s)were delivered on the same date: lO/2 Jt fplease date] The Unit(s)delivered on multiple dates.The first delivery occurred on the following date: the final delivery occurred on the following date: .[please date] Option B: Lessee previously had possession of the Unit(s)pursuant to a rental or demonstration arrangement with the dealer of such Unit(s). Upon Lessor's execution of this Governmental Lease-Purchase Agreement, Lessee agrees to lease such Unit(s) from Lessor pursuant to the terms of the Governmental Lease-Purchase Agreement. Option C: Unit(s)have not delivered.The delivery date will be provided by the selling dealer using the Dealer Delivery Certification. Tax Information Sales Tax Rate: 0 (Please note, Sales Tax Rate includes all applicable State,County,and City sales tax) Asset outside City Limits? Yes No Tax Exemption Status: ❑ Exempt ❑Non-Exempt �I! I VgnallII (Page 2 of 3) Description of the Unit(s1 Location (1)New 246C Caterpillar Skid Steer Loader JAY07875 MCCALL,ID I Caterpillar SNOWBLOWER Other SWX00363 1 Caterpillar COLD PLANER Angle blade DDG01325 County:VALLEY (t)New 950K Caterpillar Medium Wheel Loader R4A00994 MCCALL,ID County:VALLEY (l)New 938K Caterpillar Small Wheel Loader SWL00650 MCCALL,ID � County:VALLEY (I)New 140M Caterpillar Motor Grader M VC7672 Vq tY 0 U j I )- MCCALL,ID County:VALLEY CITY OF'MCCALL (>9nist oe Ac-- Title: 77/ '7 oaf i�V,[17aw1 34.131Y7.3012 f.1.AJCT (Page 3 of 3) Explanation of Contents 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. Delivery Certification. The Delivery Certification is signed by you when you receive and confirm that the equipment being lease-purchased under the Governmental Equipment Lease-Purchase Agreement is operational and in good working order. As we are not involved in the manufacture,selection or delivery of the equipment we are relying upon you to ensure that the equipment works. C. 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 D. 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. E. 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 F. 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.qov/pub/irs-pdf/f8038q.pdf IRS Form 8038GC http://www.irs.qov/pub/irs-pdf/f8038qc.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. i..-4.MFOOVCOV.m 31 41,bll?il f-1118 T (Page 1 of 1) ATTACHMENT B LESSEE'S AUTHORIZING RESOLUTION Whereas,CITY OF MCCALL(the"Governmental Entity"),a body politic and corporate duly organized and existing as a political subdivision, municipal corporation or similar public entity of the State of Idaho(the "State"). is authorized by the laws of the State to purchase,acquire and lease personal property for the benefit of the Governmental Entity and its inhabitants and to enter into contracts with respect thereto;and Whereas, in order to acquire such equipment,the Governmental Entity proposes to enter into a lease-purchase transaction pursuant to that certain Governmental Equipment Lease-Purchase Agreement(the"Agreement")with Caterpillar Financial Services Corporation, the form of which has been presented to the governing body of the Governmental Entity at this meeting; Now,Therefore,Be It And It Is Hereby Resolved: Section 1. Approval of Documents.The form,terms and provisions of the Agreement and all other schedules and exhibits attached thereto are hereby approved in substantially the form presented at this meeting,with such insertions,omissions and changes as shall be approved by counsel of the Governmental Entity or other members of the governing body of the Governmental Entity executing the same,the execution of such documents being conclusive evidence of such approval;and the persons holding the titles listed below or any other officer of the Governmental Entity who shall have the power to execute contracts on its behalf are hereby authorized and directed to execute,acknowledge,countersign and deliver the Agreement and all exhibits attached thereto, and the Secretary/Clerk of the Governmental Entity is hereby authorized to attest to the foregoing and affix the seal of the Governmental Entity to such documents. Section 2.Other Actions Authorized.The officers and employees of the Governmental Entity shall take all action necessary or reasonably required by the parties to the Agreement to carry out,give effect to and consummate the transactions contemplated thereby and to take all action necessary in conformity therewith, including,without limitation,the execution and delivery of any closing and other documents required to be delivered in connection with the Agreement. Section 3.No General Liability.Nothing contained in this Resolution,the Agreement,or any other instrument shall be construed with respect to the Governmental Entity as incurring a pecuniary liability or charge upon the general credit of the Governmental Entity or against its taxing power,nor shall the breach of any agreement contained in this Resolution,the Agreement,or any other instrument or document executed in connection therewith impose any pecuniary liability upon the Governmental Entity 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 Governmental Entity as provided in the Agreement. Section 4. Authorized Signatories.Following are the true names,correct titles and specimen signatures of the incumbent officers referred to in the foregoing resolution: Name(Print or Type) Title(Print or Type) .'_..ture Doh.4,4 I✓3ai [et/ MAL E or / / 4.. Section 5. Effective Date. This R• o uti.n shall be effective immediately upon its approval and adoption. This Resolution was adopted and ap`prov:. . , 0 :'� ,� Signature: • /J. '��('��.j/� �" Se etary/CleJrr Name Printed: &SS[e`-Sd K1t�5 A Uok Date: IO/r�X31 f ..__ `f- -- �..co.hiTM i.�, 34.�.1w 1•1 x.1•w..c` IttAt' 1.*tri IIiI (Page 1 of 1) CUSTOMER INFORMATION VERIFICATION (Required Document) In our efforts to continue providing timely customer service,we need your assistance confirming the following information. If any information is incorrect or missing,please note the necessary changes below and return this form with your signed documents. In addition,please review the Data Privacy Notice stated below. Thank you in advance for your cooperation. Purchase Order#for new contract: Current Information on file Please make corrections here Customer Name: CITY OF MCCALL Physical Address: 216 EAST PARK STREET MCCALL,ID 83638 Mailing Address: P.O.BOX 986 MCCALL,ID 83638 Equipment Location: VICINITY OF MCCALL,ID MCCALL,ID 83638.VALLEY Business Phone: (208)634-3458 Fed.ID#or SS#: 82-6000223 E-mail Address: PBORNER @MCCALL.ID.US Accounts Payable Contact Name and Phone: Tax Information Sales Tax Rate: 0 (Please note:Sales Tax Rate,includes all applicable State,County,and City sales tax) City Limits Asset outside the City Limits?Yes_No__ Tax Exemption Status: ❑ Exempt If you are tax exempt—please enclose a current tax El exemption certificate to be returned with your documents— Not needed by CFSC if dealer ISC Other Information: *Should the above changes apply to ALL of your contracts,OR for this contract ONLY? ❑ ALL CONTRACTS ❑ THIS CONTRACT ONLY THE ABOVE INFORMATION HAS BEEN REVIEWED AND IS ACCURATE TO THE BEST OF MY KNOWLEDGE WITH EXCEPTION OF ANY CORRECTIONS AS NOTED. Customer Initials This notice pertains to personal data supplied in connection with your credit application. By providing your information to Caterpillar Data Privacy Notice: Inc.or any of its subsidiaries or affiliates,including Caterpillar Financial Services Corporation(collectively"Caterpillar.),you are agreeing that the information may be shared among Caterpillar and its partners and dealers,and used to process your applications for credit and other orders and to improve or market Caterpillar products and services. lfyou have any questions pertaining to this notice, please contact the Data Privacy Coordinator at 615-341-8222. 'M A it iiii (Page 1 of 15) PLEASE , ustL . TtLxII I i Pi 11 L ,.......) VERIFICATION OF INSURANCE Lessor: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville.TN 37203-0001 \I 41* Lessee: CITY OF MCCALL 1"lefl\\‘) 216 EAST PARK STREET MCCALL,ID 83638 Subject: Insurance Coverage Requirements 1.The above-named Lessor and Lessee have entered into Governmental Equipment Lease-Purchase Agreement Transaction Number 1976622(the"Agreement"). In accordance with the Agreement,Lessee has instructed the insurance agent named below: Company: uktl 0A Address: Phon N o:(?,," (gr - R - / 0 OV c4-J )u 0, Agent's Name: S JJJJJ -6161 4 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 re uired. 2.Proof of insurance coverage will be provided to Lessor or its Assignee prior to the time the Equipment is delivered to Lessee. Lessee: CITY OF MCCALL Signature: GCL Cam• " By: f�d u.,c. (�I C, _; ( Print Name Title: jQ ✓ . 1 � � Date: � � �G �--- TTe�xx``++ 11 .oee)M.1011.IOW (Page 2 of 15) PAGE 2 Model Year Serial Number Value CAT 246C Skid Steer Loader 2012 1AY07872 79,819.00 CAT 950K Medium Wheel Loader 2012 R4A00994 265,014.00 CAT 938K Small Wheel Loader 2012 SWL00650 205,842.00 CAT 140M Motor Grader 2012 M100672 257,756.00 THANKS, DEMETRUS RINGER -CATERPILLAR FINANCIAL SERVICES TELE 615-341-8230/FAX 615-341-6239 (Page 1 of 4) Non-Appropriation Addendum Lessee/Renter/Customer:City of McCall, Idaho Title of lease, rental or other agreement: Dated: Lessor:Caterpillar Financial Services Corporation Lease, rental or contract#: This Non-Appropriation Addendum(this"Addendum")is made by and between the above-referenced lessee,renter or other customer("City")and the above-referenced lessor or lender("Lessor"). Introduction:City and Lessor are simultaneously herewith entering into the above-referenced lease,rental,or other agreement (the"Lease");and City and Lessor wish to modify and/or supplement the terms of the Lease,as more particularly set forth herein below. This Addendum shall be effective as of the same date as the Lease(the"Effective Date"). 1. Incorporation and Effect This Addendum is hereby made a part of,and incorporated into,the Lease as though fully set forth therein. As modified or supplemented by the terms set forth herein,the provisions of the Lease shall remain in full force and effect, provided that,in the event of a conflict between any provision of this Addendum and any provision of the Lease,the provision of this Addendum shall control.In entering into this Addendum,it is the intent of City and Lessor to conform the terms and conditions of the Lease to the requirements of all applicable federal.state and local laws,rules and regulations relating to governmental entities and public finance. If any term or condition of this Addendum is unenforceable or unlawful,then such provision shall be deemed null and void without invalidating the remaining provisions of the Lease. 2. Definitions.Capitalized terms herein that are not otherwise specifically defined herein shall have the same meanings as set forth in the Lease.As used in this Addendum,the following terms shalt have the following-described meanings: "Goods"shall have the same meaning as the term"Equipment,""Leased Equipment.""Goods"or"Property"(or a similar term)as defined and used in the Lease. 3. Non-Appropriation of Funds.City hereby represents,warrants and covenants to Lessor that(a)City intends,subject only to the provisions of this Section 3,to remit to Lessor all sums due and to become due under the Lease for the full multi-year term thereof, (b)City's governing body has appropriated sufficient funds to pay all amounts due to Lessor during City's current fiscal period;(c)City reasonably believes that legally available funds in an amount sufficient to make all such payments for the full multi-year term can be obtained:and(d)City intends to do all things lawfully within its power to obtain and maintain funds from which all such payments to become due during the full multi-year term of the Lease,including making provision for such payments to the extent necessary in each budget or appropriation request submitted and adopted in accordance with applicable law.Notwithstanding the foregoing,the decision whether or not to budget and appropriate funds is within the discretion of City's governing body.In the event City's governing body fails to appropriate sufficient funds to make all payments and pay other amounts due and to become due during City's future fiscal periods,City may,subject to the terms hereof,terminate the Lease as of the last day of the fiscal period for which appropnatioris were received(an "Event of Non-appropriation").City agrees to deliver notice of an Event of Non-appropnation to Lessor at least 30 days prior to the end of City's then-current fiscal period,or if an Event of Non-appropriation has not occurred by that date,promptly upon the occurrence of any such Event of Non-appropriation and to return the Goods pursuant to the return requirements stated in the Lease on or before the effective date of termination_City and Lessor understand and intend that City's obligation to make payments and pay other amounts due under the Lease shall constitute a current expense and shall not in any way be construed to be a debt,obligation,or liability in contravention of any Non-Appropriation Addendum to Equipment Leases between the City of McCall and Caterpillar Financial Page I of (Page 2 of 4) applicable constitutional or statutory limitations or requirements concerning City's creation of indebtedness,nor shall anything contained herein constitute a pledge of City's general tax revenues,funds or monies. 4. Additional Representations,Warranties and Covenants of City.In addition to the other representations,warranties and covenants made by City as set forth in the Lease,City hereby represents,warrants and covenants to Lessor that(a)City has the power and authority under applicable law to enter into the Lease and this Addendum and the transactions contemplated herein and therein and to perform all of its obligations hereunder and thereunder,(b)City has duly authorized the execution and delivery of the Lease and this Addendum by appropriate official action of its governing body and has obtained such other authorizations,consents and/or approvals as are necessary to consummate the Lease and this Addendum,(c)all legal and other requirements have been met,and procedures have occurred.to render the Lease and this Addendum enforceable against City in accordance with their terms,and City has complied with such public bidding requirements as may be applicable to the Lease and this Addendum and the transactions contemplated herein and therein, (d)upon Lessor's request.City will provide Lessor with a copy of City's current financial statements within 150 days after the end of each fiscal period,and(e)during the term of the Lease,unless and until the Lease is terminated in accordance with Section 3 above,City shall provide to Lessor,no later than 10 days prior to the end of each fiscal period,with current budgets or other proof of appropriation for the ensuing fiscal period.and such other financial information relating to City's ability to continue the Lease,as Lessor may request. 5. Indemnification.To the extent City is or may be obligated to indemnify,defend or hold Lessor harmless under the terms of the Lease,any such indemnification obligation shall arise only to the extent permitted by applicable law and shall be limited solely to sums lawfully appropriated for such purpose in accordance with Section 3 above. 6. Remedies To the extent Lessor's remedies for a City default under the Lease include any right to accelerate amounts to become due under the Lease,such acceleration shall be limited to amounts to become due during City's then current fiscal period. In the event that City is obligated to return the Goods to Lessor,the same shall be done at City expense so long as the destination is not more than 100 miles distant from the City of McCall,Idaho;otherwise,Lessor shall pay the expense of transportation to the destination designated by Lessor. So long as the lease payment for the then current fiscal year has been paid,upon delivery of the Goods in the manner prescribed and so long as the Goods shall be in the same condition as when received by City(ordinary wear and tear excepted) and is in good operating order and maintenance as required in the Lease,City's obligation to Lessor shall be deemed satisfied. 7. Tax warranties. Notwithstanding anything in the Lease to the contrary,City makes no warranties regarding whether any portion of the lease payments are interest or that the interest is exempt from taxation because of City's governmental status. City will and does warrant that it is a municipal corporation organized under the laws of the state of Idaho,and will complete any IRS or other tax agency forms that Lessor directs so long as the information sought and factual representations to be made on the forms can be made accurately within the format of the forms. City reserves the right to include any explanation of data that City deems necessary to avoid misrepresenting any facts on said forms. A determination that the lease payments,or any part of the lease payments,are includable in Lessors gross income shall not constitute a default under the Lease and will not result in any increase in amounts payable under the lease. 8. Accessions and attachments. Notwithstanding anything in the Lease to the contrary,any accessions or attachments made to the Goods by the City are not part of the Goods,and are not part of the Lease unless the accessions or attachments are provided by Lessor or Lessor's affiliate and are part of the description of the Goods contained in the tease.or,are bona fide replacements of original equipment integral to the Goods at the time of delivery to the City. At termination of the Lease before the Goods are returned to Lessor, City will remove any accessions or attachments it has affixed to the Goods and will repair any damage to the Goods occasioned by the Non-Appropriation Addendum to Equipment Leases between the City of McCall and Caterpillar Financial Page 2 of 4 (Page 3 of 4) removal of the same. 9. Preservation of nght of offset Notwithstanding anything in the Lease to the contrary,City retains the right to offset against amounts due under the Lease any defense,claim,setoff,or counterclaim or other right,existing or future,which City may have against the Lessor. 10. Insurance. Notwithstanding anything in the Lease to the contrary,Lessor shall not be City's attorney in fact in any way or for any reason including but not limited to insurance. City shall not be obligated to assign any insurance policies,titles,rights or benefits to Lessor. 11. Opinion letter by Counsel for City. The opinion letter,if any,required by Lessor from counsel for the City shall only require that counsel opine on: 1)whether the City is duly organized and legally existing as a political subdivision under the Constitution and laws of the state of Idaho;2)whether the Lease has been duly authorized,executed and delivered by the City and subject to any applicable bankruptcy,insolvency,moratorium,or other limitations found in Idaho law,is enforceable against City in accordance with its terms;3) whether there is any litigation pending or,within counsel's best knowledge,threatened which seeks to restrain,enjoin,or in any other way challenges the authority of City to enter into the Lease or make an appropriation for payment of an annual lease payment;and 4)whether the Lease has been authorized,approved,and executed in accordance with all applicable open meeting,public records,and public bidding laws. No further opinions shall be required unless Lessor is willing to fully and adequately compensate counsel for the additional requested opinions and the liability thereby assumed. 12. Governing Law.Notwithstanding anything in the Lease to the contrary,the Lease and this Addendum shall be governed by.construed and enforced in accordance with the laws of the state of Idaho. 13. Miscellaneous.This Addendum,together with the provisions of the Lease not expressly inconsistent herewith,constitutes the entire agreement between the parties with respect to the matters addressed herein,and shall supersede all prior oral or written negotiations,understandings and commitments.This Addendum may be executed in any number of counterparts,each of which shall be deemed to be an original,but all of which together shall be deemed to constitute one and the same agreement.A facsimile or other copy of this Addendum with facsimile or copied signatures shall have the full force and effect of the original for all purposes.including the rules of evidence applicable to court proceedings. IN WITNESS WHEREOF,the Lessor and Lessee do execute this Lease Agreement the day and year first above written. LESSEE: CITY OF McCALL,IDAHO By: i ATT.S a Donald Bailey,Mayor BessieJo W.. e'City Cl- LESSOR: Caterpillar Financial Services Corporation Mon-Kiaha Fitchpatric By: IA A. ._r. .'r AA. Title: Dooumnt3tion Manager Non-Appropriation Addendum to Equipment Leases between the City of McCall and Caterpillar Financial Page 3 of 4 (Page 4 of 4) STATE OF IDAHO ) ss: County of Valley ► On this S day of Cr 1 ,2012,before me,the undersigned Notary Public,in and for said State, personally appeared Donald Bailey and BessieJo Wagner,known to me to be the Mayor and City Clerk of the City of McCall,a municipal corporation of the State of Idaho,who executed the within instrument,and acknowledged to me that such city executed the same. IN WI;j $ it a4rave hereunto set my hand and affixed my official seal the day and year in this certificate first above written.��i�ti� w.• (SEAL) : �•� • w Notary Public for Idah `Jl Commission Expires: l"/i . 7 STATE OF : ss: County of On this day of ,2012,before me,the undersigned Notary Public,in and for said State, personally appeared and ,known to me to be the of Caterpillar Financial Services Corporation,who executed the within instrument,and acknowledged to me that such corporation executed the same. IN WITNESS WHEREOF,I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. (SEAL) Notary Public for Tennessee Commission Expires: msgW:\Work\M\McCall,City of 216841Resolutionsl20121Equipment lease addendum(3)09.05.2012.doc Non-Appropriation Addendum to Equipment Leases between the City of McCall and Caterpillar Financial Page 4 of 4 (Page 1 of 2) CITY OF MCCALL RESOLUTION NO. 12-19 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF McCALL, VALLEY COUNTY, STATE OF IDAHO, PROVIDING FOR FINDINGS AND PURPOSES; AUTHORIZING THE MAYOR TO ENTER INTO, ON BEHALF OF SAID MUNICIPALITY, A "GOVERNMENTAL EQUIPMENT LEASE-PURCHASE AGREEMENT" AND A "NON-APPROPRIATION ADDENDUM" BETWEEN THE CITY OF McCALL AND CATERPILLAR FINANCIAL SERVICES CORPORATION, AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED by the City Council of the City of McCall: WHEREAS, the City of McCall is authorized and has the power to lease personal property as provided for in Idaho Code Section 50-301; and WHEREAS, thy; City of McCall desires to lease personal property from Caterpillar Financial Services Corporation in accordance with the terms of the bid proposal submitted by Western States Equipment dated October 19,2012; and WHEREAS, it is in the best interests of the City of McCall to enter into a lease with Caterpillar Financial Services Corporation, a Tennessee corporation, denoted as "GOVERNMENTAL EQUIPMENT LEASE-PURCHASE AGREEMENT' and "NON- APPROPRIATION ADDENDUM", for the reasons and authority for which are as set forth in the two Agreements. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL as follows: Section 1. Findings The City Council of the City of McCall finds: 1.1 The Mayor and Clerk are hereby authorized to enter into and on behalf of the City of McCall, that certain Agreement with Caterpillar Financial Services Corporation, entitled "GOVERNMENTAL EQUIPMENT LEASE-PURCHASE AGREEMENT' and "NON- APPROPRIATION ADDENDUM", and to bind this City to its terms and conditions. 1.2 That the terms of the leases substantially inform are just and equitable, and said leases are hereby approved. 1.3 The City of McCall Clerk is directed to file this Resolution forthwith in the official records of this City of McCall. 1.4 This resolution shall be in full force and effect from the date of its passage. Page 1 of 2 Resolution 12-19 Caterpillar Financial Services Corporation Agreements October 25.2012 (Page 2 of 2) PASSED by the City Council of the City of McCall this 25 day of October, 2012. • �•%%% laCCAL 4''�,, <61'11 Signed: /Y7 `7_, /Z. y _ , ' �,P =_ Donald Bailey,Mayor SEAL o ATTEST. o cc I certify that the abovtiviV9lutibgootis duly adopted by the City Council of the City of McCall on October 25, 2012 by the fouowing vote: Ayes: 4 Noes: 0 Absent: 1 Byi , BessieJo Vllagner, City.d ler`k Page 2 of 2 Resolution 12-19 Caterpillar Financial Services Corporation Agreements October 25,2012 (Page 1 of 1) r U.S.BANK OF IDAHO -3,2 72374 CITY OF McCALL McMcCall a,o 8 1231 216 Fast Park McCall,Idaho 83638 (2001634.7142 10/25/2012 Combined Amami AMOUNT VOID AFTER $••52,495.79" 90 DAYS PAY***Fi " -Two Thousand Four Hundred Ninety-Five and 79/100 Dollars" i D 0 0 1 o I —.003 CATERPILLAR FINANCIAL SERVICES / TO THE 2120 W END AVE. ORDER NASHVILLE TN 37203 , '�=i OF er I SECURITY FEATURES INCLUDED.DETAILS ON BACK- "0? 23740• I: L 23 10 3? 291: L5 3 300 59 294 3" DESCRIPTION AND/OR INVOICE NO. CITY OF MCCALL • McCall,Idaho 83638 72374 VENDOR:CATERPILLAR FINANCIAL SERVICES(6450) 10/25/2012 72374 DATE INVOICE# DESCRIPTION AMOUNT 10/24/2012 360-9225-01 CAPERPILLAR MOTOR GRADER/LOADER 52,495.79 WT la..m BEAR GRAPHICS MC.712-26201° Total Amount: $52,495.79 MINTED"�e' (Page 1 of 4) Caterpillar Financial Services Corporation INVOICE Page Date Invoice No. 1 10/24/2012 LSAP-513643613-3 CITY OF MCCALL 216 EAST PARK STREET MCCALL,ID 83638 Description Serial VIN Due Date PmtNo. I Amount (I)938K SWL00650 Upon Receipt 1 S17,161.44 Caterpillar Small Wheel Loader Sales and Use Tar. SO 00 WITHOUT THE APPROPRIATE TAX EXEMPTION CERTIFICATE.APPLICABLE SALES AND/OR USE TAX WILL BE CHARGED. PLEASE PAY THIS AMOUNT S $17,161.44 Invoice No. Total Enclosed LSAP-513643613-3 S CITY OF MCCALL 216 EAST PARK STREET MCCALL.ID 83638 Remit To: Caterpillar Financial Services Corporation 5th Floor Document Services Doc Specialist: WESTERN STATES EQUIPMENT CO. 2120 West End Ave. Nashville,TN 37203 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. r..ro msr iw %Of it apz 3-nrrn (Page 2 of 4) Caterpillar Financial Services Corporation INVOICE • Page Date Invoice No. 10/24/2012 LSAP-5 1 36436 1 3-4 CITY OF MCCALL 216 EAST PARK STREET MCCALL,ID 83638 Description Serial VIN Due Date PmtNo.1 Amount (1) 140M MJ00672 Upon Receipt. 1 55,121 88 Caterpillar Motor Grader Sales and Use Tax S0.00 WITHOUT THE APPROPRIATE TAX EXEMPTION CERTIFICATE,APPLICABLE SALES AND/OR USE TAX WILL BE CHARGED, PLEASE PAY THIS AMOUNT S 55.121.88 Invoice No. Total Enclosed LSAP-513643613-4 S CITY OF MCCALL 216 EAST PARK STREET MCCALL,ID 83638 Remit To: Caterpillar Financial Services Corporation 5th Floor Document Services Doc Specialist: WESTERN STATES EQUIPMENT CO. 2120 West End Ave. Nashville,TN 37203 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. M%i)1e+.7/%13 to M1YT Form.^'a LtiV�FP-LVF (Page 3 of 4) Caterpillar Financial Services Corporation INVOICE Page Date Invoice No. 1 10/24/2012 LSAP-513643613-2 CITY OF MCCALL 216 EAST PARK STREET MCCALL,ID 83638 Description Serial YIN Due Date ProtNo.J Amount (1)950K R4A00994 Upon Receipt 1 $21,210.82 Caterpillar Medium Wheel Loader Sales and Use Tax $0.00 WITHOUT THE APPROPRIATE TAX EXEMPTION CERTIFICATE,APPLICABLE SALES AND/OR USE TAX WILL BE CHARGED. PLEASE PAV THIS AMOUNT $ S21,210 82 invoice No. Total Enclosed LSAP-513643613-2 S CITY OF MCCALL 216 EAST PARK STREET MCCALL.ID 83638 Remit To: Caterpillar Financial Services Corporation 5th Floor Document Services Doc Specialist: WESTERN STATES EQUIPMENT CO. 2120 West End Ave. Nashville,TN 37203 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. 340613 IC.712 HO? I • (Page 4 of 4) Caterpillar Financial Services Corporation INVOICE Page Date Invoice No. i 10/24/2012 LSAP-513643613-I CITY OF MCCALL 216 EAST PARK STREET MCCALL,ID 83638 Description Serial VIN Due Date 1 PmtNo. I Amount 1) 246C JAY07875 Upon Receipt. I $9,001.65 Caterpillar Skid Steer Loader 1 Caterpillar SNOWBLOWER Other SWX00363 I Caterpillar COLD PLANER Angle blade DDG01325 50 00 Sales and Use Tax S0.00 Document Fee 50.00 Filing Fee 50.00 Stamp Fee 50.00 Other Fees 50.00 Freight Fa WITHOUT THE APPROPRIATE TAX EXEMPTION CERTIFICATE,APPLICABLE SALES AND/OR USE WILL W LL BE CHARGED. PLEASE PAY THIS AMOUNT S $9,001.65 Invoice No. Total Enclosed LSAP-513643613-1 S CITY OF MCCALL 216 EAST PARK STREET MCCALL,ID 83638 Remit To: Caterpillar Financial Services Corporation 5th Floor Document Services Doc Specialist: WESTERN STATES EQUIPMENT CO. 2120 West End Ave. Nashville,TN 37203 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. £..n N.M1h KFl2n++ E 111IUMO IE11III