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HomeMy WebLinkAboutCouncil Resolutions 1680 RESOLUTION NO. I b Sa A RESOLUTION REGARDING A LEASE PURCHASE AGREEMENT FOR THE PURPOSE OF FINANCING PUBLIC WORKS EQUIPMENT Recitals: City of Central Point desires to enter into that certain Lease-Purchase Agreement by and between Caterpillar Financial Services Corporation and the City of Central, for the purpose of financing 2021 Caterpillar 299D3XE Compact Track Loader. The City of Central Point desires to authorize the City Manager or the City manager designee to sign the agreement. Therefore, the City of Central Point resolves as follows: Section 1. That the City of Central Point enters into a Lease Purchase Agreement with Caterpillar Financial Services Corporation for the purpose of financing a 2021 Caterpillar 299D3XE Compact Track Loader. Section 2. That the City of Central Point will designate City Manager or the City Manager designee, as an authorized signer of the Lease Purchase Agreement by and between the City of Central Point and Caterpillar Financial Services Corporation as well as any other ancillary exhibit, certificate, or documentation needed for the Agreement. Passed by the Council and signed by me in authentication of its passage this 12th Day of August 2021. Mayor Hank Williams ATTEST: City Recorder Governmental Equipment Lease-Purchase Agreement CAT Contract Number 001-70038862 Fillasciet • 1. PARTIES LESSOR("we","us",or"our"): LESSEE("you" or"your"): CATERPILLAR FINANCIAL SERVICES CORPORATION CITY OF CENTRAL POINT 2120 West End Avenue 140 S 3RD ST Nashville,TN 37203 CENTRAL POINT,OR 97502 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 ANNUAL DESCRIPTION OF UNITS SERIAL/VIN DELIVERY DATE Whether the Unit is new or used,the model Unique ID number for this LEASE PAYMENT FINAL LEASE Enter date machine was number,the manufacturer,and the model name Unit delivered is due per period,as PAYMENT delivered to you. stated below In section 3. 1 New 2021 Caterpillar 299D3XE Compact Track $37,989 84 $1 00 Loader TERMS AND CONDITIONS 3. Lease Payments; Current Expense You will pay us the lease Agreement.As used in this Agreement, "Payments"will mean the payments, including the final lease payment set forth above Lease Payments and any other amounts required to be paid by you. (collectively, the "Lease Payments"). Lease Payments will be paid by you to us as follows:a first payment of$37,989 84 will be paid in The portion of the Lease Payments constituting principal will bear advance and the balance of the Lease Payments is payable in 2 interest(computed on the basis of actual days elapsed in a 360 day successive annual payments of which the first 3 payments are in year)at the rate of 2 99%per annum the amount of $37,989 84 each, and the last payment is in the 4. Late Charges If we do not receive a Payment on the date it is due, amount of $1.00 plus all other amounts then owing under this you will pay to us, on demand, a late payment charge equal to the Lease, with the first Lease Payment due on the date that we sign lesser of five percent(5%) of such Payment or the highest charge this Lease and subsequent Lease Payments due on a like date of allowed by law each year thereafter until paid in full. A portion of each Lease Payment constitutes interest and the balance of each Lease 5. Security Interest To secure your obligations under this Payment is payment of principal The Lease Payments will be due Agreement,you grant us a continuing first priority security interest in without demand You will pay the Lease Payments to us at each Unit (including any Additional Collateral), including all CATERPILLAR FINANCIAL SERVICES CORP.,P 0.BOX 100647, attachments, accessories and optional features (whether or not PASADENA, CA 91189-0647 or such other location that we installed on such Units) and all substitutions, replacements, designate in writing. Your obligations, including your obligation to additions, and accessions, and the proceeds of all the foregoing, pay the Lease Payments due in any fiscal year, will constitute a including, but not limited to, proceeds in the form of chattel paper current expense of yours for such fiscal year and will not constitute You authorize the filing of such financing statements and will, at an indebtedness of yours within the meaning of the constitution and your expense, do any act and execute, acknowledge, deliver, file, laws of the State in which you are located (the"State"). Nothing in register and record any document, which we deem desirable to this Agreement will constitute a pledge by you of any taxes or other protect our security interest in each Unit and our rights and benefits moneys,other than moneys lawfully appropriated from time to time under this Agreement. You, at your expense, will protect and for the payment of the"Payments"(as defined in the last sentence defend our security interest in the Units and will keep the Units free of this Section) owing under this Agreement You agree that, and clear of any and all claims, liens, encumbrances and legal except as provided in Section 7, your duties and liabilities processes however and whenever arising under this Agreement and any associated documents are 6. Disclaimer of Warranties WE HAVE NOT MADE AND DO NOT absolute and unconditional. Your payment and performance MAKE ANY WARRANTY, REPRESENTATION OR COVENANT obligations are not subject to cancelation, reduction, or setoff OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE UNITS AS for any reason. You agree to settle all claims, defenses, TO US,YOUR LEASE AND PURCHASE OF THE UNITS WILL BE setoffs, counterclaims and other disputes you may have with ON AN "AS IS" AND "WHERE IS" BASIS AND "WITH ALL the Supplier, the manufacturer of the Unit, or any other third FAULTS". Nothing in this Agreement is intended to limit, party directly with the Supplier, the manufacturer or the third waive, abridge or otherwise modify any rights, claims, or party,as the case may be. You will not assert,allege or make causes of action that you may have against any person or any such claim, defense, setoff,counterclaim or other dispute entity other than us. against us or with respect to the payments due us under this US Governmental Equipment Lease-Purchase Agreement 4229105 oer072o2 1 03 25 18 PM Ref 10222',32 7. Non-Appropriation You have an immediate need for,and expect to make immediate use of, the Units This need is not temporary or 11.11.Insurance; Loss and Damage You bear the entire risk of loss, expected to diminish during the term of this Agreement To that theft, destruction or damage to the Units from any cause end, you agree, to the extent permitted by law, to include in your whatsoever. No loss,theft, destruction or damage of the Units will budget for the current and each successive fiscal year during the relieve you of the obligation to make Lease Payments or to perform term of this Agreement, a sufficient amount to permit you to any obligation owing under this Agreement.You agree to keep the discharge your obligations under this Agreement. Notwithstanding Units insured to protect all of our interests, at your expense, for any provision of this Agreement to the contrary,we and you agree such risks, in such amounts, in such forms and with such that, in the event that prior to the commencement of any of your companies as we may require, including but not limited to fire and fiscal years you do not have sufficient funds appropriated to make extended coverage insurance, explosion and collision coverage, the Payments due under this Agreement for such fiscal year, you and personal liability and property damage liability insurance Any will have the option of terminating this Agreement as of the date of insurance policies relating to loss or damage to the Units will name the commencement of such fiscal year by giving us sixty(60)days us as loss payee as our interests may appear and the proceeds prior written notice of your intent to terminate. No later than the last may be applied toward the replacement or repair of the Units or the day of the last fiscal year for which appropriations were made for satisfaction of the Payments due under this Agreement. You agree the Payments (the "Return Date"), you will return to us all of the to use, operate and maintain the Units in accordance with all laws, Units,at your sole expense,in accordance with Section 14,and this regulations and ordinances and in accordance with the provision of Agreement will terminate on the Return Date without penalty or any policies of insurance covering the Units, and will not rent the expense to you and you will not be obligated to pay the Lease Units or permit the Units to be used by anyone other than you. You Payments beyond such fiscal year; provided, that you will pay all agree to keep the Units in good repair,working order and condition Payments for which moneys have been appropriated or are and house the Units in suitable shelter, and to permit us or our otherwise available; and provided further, that you will pay assigns to inspect the Units at any time and to otherwise protect our month-to-month rent at the rate set by us for each month or part of interests in the Units If any Unit is customarily covered by a any month that you fail to return the Units. maintenance agreement, you will furnish us with a maintenance agreement by a party acceptable to us 8. Tax Warranty You will, at all times, do and perform all acts and 12.Default; Remedies An"Event of Default"will occur if(a)you fail to things necessary and within your control to ensure that the interest component of the Lease Payments will,for the purposes of Federal pay any Payment when due and such failure continues for ten (10) income taxation, be excluded from our gross income. You will not days after the due date for such Payment or(b)you fail to perform permit or cause your obligations under this Agreement to be or observe any other covenant, condition, or agreement to be guaranteed by the Federal Government or any branch or performed or observed by you under this Agreement and such instrumentality of the Federal Government. You will use the Units failure is not cured within twenty (20) days after written notice of for the purpose of performing one or more of your governmental such failure from us. Upon an Event of Default, we will have all functions consistent with the scope of your authority and not in any rights and remedies available under applicable law. In addition,we trade or business carried on by a person other than you You will may declare all Lease Payments due or to become due during the report this Agreement to the Internal Revenue Service by filing fiscal year in which the Event of Default occurs to be immediately Form 8038G, 8038GC or 8038, as applicable. Failure to do so will due and payable by you and/or we may repossess the Units by cause this Agreement to lose its tax exempt status You agree that giving you written notice to deliver the Units to us in the manner if the appropriate form is not filed, the interest rate payable under provided in Section 14, or in the event you fail to do so within ten this Agreement will be raised to the equivalent taxable interest rate. (10)days after receipt of such notice, and subject to all applicable If the use,possession or acquisition of the Units is determined to be laws,we may enter upon your premises and take possession of the subject to taxation, you will pay when due all taxes and Units, Further, if we financed your obligations under any extended governmental charges assessed or levied against or with respect to warranty agreement such as an Equipment Protection Plan, the Units Extended Service Contract, Extended Warranty, Customer Service Agreement, Total Maintenance and Repair Agreement or similar 9. Assignment You may not, without our prior written consent, by agreement,we may cancel such extended warranty agreement on operation of law or otherwise,assign,transfer, pledge, hypothecate your behalf and receive the refund of the extended warranty or otherwise dispose of your right, title and interest in and to this agreement fees that we financed but had not received from you as Agreement and/or the Units and/or grant or assign a security of the date of the Event of Default. interest in this Agreement and/or the Units, in whole or in part We may not transfer, sell, assign, pledge, hypothecate, or otherwise 13.Miscellaneous This Agreement may not be modified, amended, dispose of our right, title and interest in and to this Agreement altered or changed except by a written agreement signed by you and/or the Units and/or grant or assign a security interest in this and us In the event any provision of this Agreement is found invalid Agreement and/or the Units,in whole or In part or unenforceable, the remaining provisions will remain in full force and effect This Agreement, together with exhibits, constitutes the 10.Indemnity To the extent permitted by law,you assume liability for, entire agreement between you and us and supersedes all prior and agree to and do indemnify, protect and hold harmless us and our contemporaneous writings, understandings, agreements, employees,officers,directors and agents from and against any and solicitations,documents and representations,expressed or implied. all liabilities, obligations, losses, damages, injuries, claims, Any terms and conditions of any purchase order or other documents demands, penalties, actions, costs and expenses (including submitted by you in connection with this Agreement which are in reasonable attorney's fees), of whatsoever kind and nature, arising addition to or inconsistent with the terms and conditions of this out of the use, condition (including, but not limited to, latent and Agreement will not be binding on us and will not apply to this other defects and whether or not discoverable by you or us), Agreement. You agree that we may correct patent errors in this operation, ownership, selection, delivery, storage, leasing or return Agreement and fill in blanks including, for example, correcting or of any item of Units, regardless of where, how and by whom filling in serial numbers, VIN numbers, and dates. Any notices operated, or any failure on your part to accept the Units or required to be given under this Agreement will be given to the otherwise to perform or comply with any conditions of this parties in writing and by certified mail at the address provided in this Agreement Agreement, or to such other addresses as each party may US Govemmenlai Equipment Lease-Purchase Agreement 4229105 05/07/2021 01 25 15 PM Rel 1022132 substitute by notice to the other,which notice will be effective upon required condition. Until the Units are returned as required above, its receipt. all terms of this Agreement will remain in full force and effect including,without limitation,your obligation to pay Lease Payments 14.Title;Return of Units Notwithstanding our designation as"Lessor," and to insure the Units. 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 15.Other Documents In connection with the execution of this exercised your right of non-appropriation If an Event of Default Agreement, you will cause to be delivered to us (i) either (A) a occurs or if you non-appropriate,full and unencumbered title to the certified copy of your authorizing resolution substantially in the form Units will pass to us without the necessity of further action by the attached as Attachment B and a copy of the minutes of the relevant parties, and you will have no further interest in the Units If we are meeting or(B)an opinion of your counsel substantially in the form entitled to obtain possession of any Units or if you are obligated at attached as Attachment C; (ii)a copy of the signed Form filed with any time to return any Units,then(a)title to the Units will vest in us the Internal Revenue Service required in Section 8 above as immediately,and(b)you will,at your expense,promptly deliver the Attachment D; and (iii) any other documents or items required by Unit to us properly protected and in the condition required by us. 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 16.Applicable Law This Agreement will be governed by the laws, (ii) on board a carrier named by us and shipping the Unit, freight excluding the laws relating to the choice of law,of the State in which collect, to a destination designated by us If the Unit is not in the you are located. condition required by Section 11, you must pay us, on demand, all costs and expenses incurred by us to bring the Unit into the SIGNATURES LESSOR CATERPILLAR FINANCIAL SERVICES LESSEE CITY OF CENTRAL POINT CORPORATION Signature Signature Name(Print) Name(Print) Title Title Date Date US Governmental Equipment Lease-Purchase Agreement 4229105 08/07/2021 03 25 18 PM Ref 1022132