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PW18-394 - Original - NC Machinery Company - 2018 Caterpillar E308 Lease to Purchase -10/09/2018
Records Management age en# acurnuen# CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to the City Clerk's Office. All portions are to be completed. If you have questions, please contact the City Clerk's Office at 253-856-5725. ❑ Blue/Motion Sheet Attached ❑ Pink Sheet Attached Vendor Name: NC Machinery Company Vendor Number (]DE): 34896 Contract Number (City Clerk): PO 148237 I' W Category: Lease Agreement Sub-Category (if applicable): Cf uase -!- item. Project Name: 2018 Caterpillar E308 Lease to Purchase Agreement Contract Execution Date: 10/03/18 Termination Date: Contract Manager: Ron Green Department: PW: Operations Contract Amount: $186,759.09 r� i Approval Authority: a Director [rf Mayor L� City Council Other Details: Explanation of Content CST' Transaction Number 3559666 Financial 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 lax 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 9 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. Lessee's Authorizing Resolution. The Authorizing Resolution is evidence you have taken the necessary governing body actions to approve the Governmental Equipment Lease PurchaseAgreement„ 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 C. 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. D. 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 stale 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. E. Form of 803BG 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 anginal 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 803BG is fled 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 till Irs,gfF.Yf ::ndflf8038n..ad f IRS Form 8038GC nll[r rOwww iCb C�t9�L+{ppslYl/irk put This 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 win the terms of the documents named herein. r�ixm*rvcvmn mr�uew umvmrrvn.u:wm Attachment B Ui� Transaction Number 3559656 Financial WHEREAS,the laws of the Slate of Washington(the"State") authorize CITY OF KENT(the"Governmental Entity'), a duly organized political subdivision, municipal corporation or similar public entity of the State, to purchase, acquire and lease personal property for the benefit of the Governmental Entity and its inhabitants and to enter into any necessary contracts;and the Governmental Entity wants to lease, purchase and/or finance equipment ("Eouiomenl") from Caterpillar Financial Services Corporation and/or an authorized Caterpillar dealer ("Calf') by entering into that certain Governmental Equipment Lease-Purchase Agreement (the "Agreement")with Caterpillar;and the forth of the Agreement has been presented to the governing body of the Governmental Entity at this meeting. RESOLVED,that: (i) the Agreement, including all schedules and exhibits attached to the Agreement, is approved in substantially the form presented at the meeting,with any Approved Changes(as defined below), (ii)the Governmental Entity enter into the Agreement with Caterpillar and(iii)the Agreement is adopted as a binding obligation of the Governmental Entity,and that changes may later be made to the Agreement if the changes are approved by the Governmental Entity's counsel or members of the governing body of the Governmental Entity signing the Agreement (the " pprgygfif_QgtAni and that the signing of the Agreement and any related documents is conclusive evidence of the approval of the changes,and that the persons listed below,who are the incumbent officers of the Governmental Entity(the"Agltpg[iggr�gt "p Name(Print or Type) Title(Print or Type) er be,and each is,authorized,directed and empowered,on behalf of the Governmental Entity,to(i)sign and deliver to Caterpillar,and its successors and assigns,the Agreement and any related documents, and (ii) take or cause to be taken all actions he/she deems necessary or advisable to acquire the Equipment,including the signing and delivery of the Agreement and related documents:and that the Secretary/Clerk of the Governmental Entity is authorized to attest to these resolutions and affix the seal of the Governmental Entity to the Agreement,these resolutions,and any related documents;and that nothing in these resolutions, the Agreement or any other document imposes a pecuniary liability or charge upon the general credit of the Governmental Entity 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,and that a breach of these resolutions,the Agreement or any related document will not 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;and In the authority gg.'.1 rranted by these resolutyonn�sN will yap ly equally and with the same effect to the successors in office of the Authorized Persons. _j,'�,...4.Y_W.4G. ev/t i" ' __._..... ...._.._.. .....v of CITY OF KENT, certify that the resolutions above are a full, true and correct copy of redolutions of the governing body of the Governmental Entity. I also certify that the resolutions were duly and regularly passed and adopted at a meeting of the governing body of the Governmental Entity, I also certify that such meeting was duly and regularly called and held in all respects as required by law,at the Governmental Entity's office. I also certify that at such meeting,a majority of the governing body of the Governmental Entity was present and voted in favor of these resolutions. I also certify that these resolutions are still in full force and effect and have not been amended or revoked. IN WITNESS of these resolutions,the officer named below executes this document on behalf o�ff,the Governmental Entity. {Y Signatur :*-! Y/y ".y� ... 'vA�tl ........ — ---....-- Title. Date . . ......�C.l���. V r"—Go"y�..�{"rrTH�,,T}T,hr,p��Iy�Iq{, maeae,onwmimm roux ur 'lll 111,f{�y#,Y 11II Attachment B Transaction Number 3559656 FAVIFintanci l WHEREAS, the laws of the State of Washington(the"State") authorize CITY OF KENT(the"C, pgq ow glFnSTy"),a duly organized political subdivision, municipal corporation or similar public entity of the State, to purchase, acquire and lease personal property for the benefit of the Governmental Entity and its inhabitants and to enter into any necessary contracts',and the Governmental Entity wants to lease, purchase and/or finance equipment ("Eeuipment") from Caterpillar Financial Services Corporation and/or an authorized Caterpillar dealer ("Calerollis ) by entering into that certain Governmental Equipment Lease-Purchase Agreement (the "Afire nt n")with Caterpillar,and the form of the Agreement has been presented to the governing body of the Governmental Entity at this meeting. RESOLVED,that (i) the Agreement, including all schedules and exhibits attached to the Agreement, is approved in substantially the tone presented at the meeting,with any Approved Changes(as defined below),fill the Governmental Entity enter into the Agreement with Caterpillar and(in)the Agreement is adopted as a binding obligation of the Governmental Entity,and that changes may later be made to the Agreement if the changes are approved by the Governmental Entity's counsel or members of the governing body of the Governmental Entity signing the Agreement (the "ADprgvgoj Charmer) and that the signing of the Agreement and any related documents is conclusive evidence of the approval of the changes,and that the persons listed below,who are the incumbent officers of the Governmental Entity(the"_A,IelMrgdjyp"grpns")- Name(Nunn(or Type) Title(Print or Type) be,and each is,authorized,directed and empowered,on behalf of the Governmental Entity,to(i)sign and deliver to Caterpillar_and its successors and assigns, the Agreement and any related documents, and (it) lake or cause to be taken all actions he/she deems necessary or advisable to acquire the Equipment, including the signing and delivery of the Agreement and related documents,and that the SecretaryUerk of the Governmental Entity is authorized to attest to these resolutions and affix the seal of the Governmental Entity to the Agreement,these resolutions,and any related documents;and that nothing in these resolutions, the Agreement or any other document imposes a pecuniary liability or charge upon the general credit of the Governmental Entity 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,and that a breach of these resolutions,the Agreement or any related document will no: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;and th `t the authority granted by these resole ns will ap iy equally and with the same effect to the successors in office of the Authorized Persons. _1. � ,,,,,,,,,. ___,of CITY OF KENT, certify that the resolutions above are a full. We and correct copy of to lotions of the governing body of the Ggvemmental Entity. i also certify that the resolutions were duly and regularly passed and adopted at a meeting of the governing body of the Governmental Entity. I also certify that such meeting was duly and regularly called and held in all respects as required by law,at the Governmental Entity's office. I also certify that at soon meeting,a majority of the governing body of the Governmental Entity was present and voted in favor of these resolutions. I also certify that these resolutions are still in full force and effect and have not been amended or revoked.. IN WITNESS of these resolutions,the officer named below executes this document on behalf of the Governmental Entity Signal Title Date ...._.A � ...4x 1111 a ih. G 11111 Governmental Equipment Lease-Purchase Agreement CA Transaction Number 3559656 Financial LESSOR("we", 'us",or "our)r LESSEE('you`or"your'). CATERPILLAR FINANCIAL SERVICES CORPORATION CITY OF KEN[ 2120 West End Avenue 220 47H AVE 5 Nashville IN 37203 KENT.WA 96032 In reliance on your selection of the equipment descnbed below,(each a "Unt"),we have agreed to acquire and lease the Units to you subject to the terms of this Lease Until this Lease ties been signed by our duly authorized representative, it will constitute an offer by you to enter into this Lease with us on the terms stated herein. DESCRIPTION DESCR•T1001 OF UNITS SERIAL%!@! - IYN9 TKY FINAL Ltuki DELNHLY DATE W"Ateer Mee Unit is V.or.se.t,Man unkt�In number fur LEASE PAYW'MY PA'YNIENY EaterCste r1 acri ne was rrrudal nc"Itser.the msnuts"lan s Mry unit. TO, fs dNe par delllume l fa you and the m.",buts,.. �MePMkd,sa lar below fn section 3 (It New 306F JC It ill(;,Ilel LF11.1 liydcrally' W 94b 63 $2 9a9 69 ^ram^.____............ ,"„ f xramalor f. CONDITIONSTERMS AND 3 Lases Payeaeli Current Expense You will pay is are.ease payments, pay N oat on demand, a late, ldyn'iern ctlzl equal to the le se" o' five iodading IF,,, fine; lease LI set forth abcve fcalect vely. the Lease pnrceit f"I"Fl j of F,,rrr PSY'nert u Fre ligi-eal c a gc an wed by aA Payrremn') Inane Payments will he paid by you to us as follows tort - nayment of$2,448 65 w 1 be paid In a rears and the bola ice. of the. Lease " t'ectlu y Interest f t 3eaen you cfbhyur n iW r ll II/\yrc .meal. yoc pi do a "f nnnilur w i f 111 fir t uentp i u n r u h Uu 1 Qnin dmg any fayrrere5 i arair th In 9 ruffs ve nrontrily eachpayments ofwtaeh thous: /Af llvornl Gollotel i) mnWnul of 3ltaehmt nh x ,:sour nId optlomal 1h, Gayment ar it the PIL15 tl IF2646 6'g aar_r,n e the a der on entio e features ,vrheth r r,I rot 11 stal ed on gush hnit,f are al aubatnutrons, the emour[of$2,94950 Plu„ II -theramcur t�tnen owl rg order t}'s _-lase iefflarert'nls diitirns and ttte .ions frd a prirdrd, of all the ✓it [tie filar ease Payn not due one n frt6 after the d fte too we aig r this Lease ana .lbscquerft Lease Payment: duF an a lime date 01 each north fc pfJ Iq ,o,ncl J tin not lit Co) to, prurtP L, tits fJ ri d ch'If u4 fiapP, fforeafter until paid in full A padion of north Lease P.ymeit oonsfitutes .You U do r ri inn of Sur fnmrinq LifseSbnn delve a ri Will le your µxi en e Jo s ry art trvtl exr 9e mhnowlen Ire deliver, tilt rqI ter and interest and the tartanse of each Lease f tyrtenl Is payment of prin cipal. r card any do t n n which wn� dPPIll deSl ahie to prom e t nut acuity The Lease Payner is will ire due without d".r and You will pay be Lease Payments to I, at Lrnpdar Fnancd ervices Ccrpc I of.a n.PJ Rox ii fee to each lhut and our rghl mrbeneht under this A'i .;cant Voc, t 00647, P t sactcna, CA 91 169 96d7 nr buch other I nee Foc ill atwe designate o Yn uI rx.urns will sroteci aI C'be,left our tdlry I merest in the tint if,and All less 0e 1.1,its free and eye of any and all claims 1 one en rlbranem r writiny Your ndtlgatrono incl ding ycur obllyation to Day rho Leese and Ingo pmre n .hr waver and wl cr ever anamy Payments c fa In any fiecol year, will con ti u e a cu-ent expense of yet rs for such L-cal year and wi I nor c,,1,FWb,ar indeb'ednesa of yout, wlhtin 6 Declaimer of Warranties Vol IIAVR NO MADE AND DO un f MAKF. the meaning of the constitution are laws oI the Cate in whim you are ANY WARRANTY RFPrFfFN rA ION OR r:OArENANT Or ANY KIND, crated 'tile State") Nofhiop it File Agreemerb wit' corefu to a pledge by I XI kL35 fJR IMPUL.I.) AS Of THE IJNHt; AS TO U,S `('OUR L I?SF you of any taxes at other moneys bray,Tan moneys Iawfiilly appropnated AND 1l1RCHASt OF I I IF LINI1 N WI11 RE ON AN AS IS ANTI 'VVHFRE morn fime to time for the payment of the Pay (as defined in hie last IS BASIS AN[l WITH Al t I ri U3 Nothing ire, this Agreement u sentence of this Section] mving under trite Agreement You agree that, intended to limit,waive, abridge or Otherwise rnodry any rights, clainI except as provided in Section 7,your Outlets and liahilities under this m' causes u( action that you may have against any Orman or entity Agreement and any associated docurnenz; are absolute and other than us. unconditional- Your payment and performance obligations are not y Non-Appropriation You nave ar-mmediata deed for-and expect to make, subject to canselation, reduction, or setoR for any reason. You agree rtrnadltr e use of, Pie I Till", need Is not mlyporaly of expected to to sett!.all claims,defenses,setoffs counterclaims and other disputes aIInI,rh dcnrn7 the tern o'ihit,Arr I ee rnan[ to tnot eau you agree, to the you may have with the" Supplier, the manufacturer of the Unit or any e xl t FilunifId 1 y law tom duct n ycur hind I t rot the r t rent ard earn other third party directly with the Supplier, the manufacturer er the lu nI-..,, f,'cal yearr during tr a on, o'tins AgI rnow a utfisml t amount third party,as the case may be You will riot assert,allege or make any t ," t d srhan - -.t- obly f.l r + n rdar it),,, A men such claim,n defense,setoff,counterclaim err other dispute againstrs or p l - 1 y Jlien with respect to the Payments due us under this Agreement As used in N rtx tanning it ly ,b tar tin of I(,I /, orn e nCe the oontraly ma and Yco this Agreement. Payme rt" wilt mean t he Lease Pa,cr erns and any other z 3 e thin in 11 evert rho:peer tr this xxnnlel cenfent of airy of Four iuiit I amounts required to he paid by yos t rr yvu de not h er ;,!flu ut f wdy ll y(oaop n tied IF) rnaf [tar { apments dun nu it>i this Aun emu,[ fill our h r al yc n yrnr will hava rl a nphor, of The portion of the Lease Pay nen's substituting orincpal will bear internal tannlnat rig lh. Aguement or or In, date d tho uotrrnen cmenl of seen cornpo[ad or lh= brISIs Cr aqua days n I ep ed in a 360 day year)at ttte-ate iIscol year )y gI I-p u5 sixty (GO a rµs priot wntt,n notice nit yo,ir intenl [o ofd70%a per ann urn toIIn ins tI, No later than the last day of Fre ast Irma, year for which appropioliflns were made for the(2yrrteni8 u[ie"R,eturn Date';,You will 4 Late Charges IF we do not receive a P tyin.nt un the,date ItI=due you will return to us a!of the Units, a',you FSure expense,In abwIdamce with Sere ldom Payment when our.amp such failure co:'dmues for ten(1Or days after the sue '4, and this Agreement wil terminate on the Return Dale without penalty or date `or such Payment or Is) you fail to perform or obse,fc any erect expense to yor, and yen wil riot be ndligaled to pay the Lease Payments covenant,condition nrog'eememt le oa peremered Gr observed by you under beyond suc! local year, provides that you v,I pay all =ayments fa-which this Agmement and such failure a not cured wiffin twenty (20) days after moneys have cash apput)(n aled or are otherwise available s and provddeo written notice of such failure from us Upon or- Event of Default we w.11 have dinner, that you will pay month Ofmomm rent at the rate sot by us for each all rights and remedies available ends applicable law In positive we may month or pad G=3ny month that you`or to return the Units declare al Lease Payments due or to become due ducno the fiscal year it which me Evert of Default Gccars[o be immediately due and payable by you 8 Tax Warranty You wall, at a I times, do end perform all acts end things sector we may repossess me Units by giving you wn1_en notice to deliver the necessary a'to within your Ountrr to ensure that;he neerst component of Units 10 us in the manner provided in Section 14,or in lee event you fail to do Pe Lease Payments win, for ere 0,rbe as of Federal income taxation. be so within ten ('Of days after recent of Such notice and subject to ad excluded from our gross income You will not permit c' cause your applicable laws, we may enter Upon your premises anc safe possession of obligations under Into Agreement to De gr.araaleed cy the Federal the Unis Fe^.her if we financed your obligations trder any extended Governmebt or any brand, or froRtmenta fry r the Federal Government warranty agreement such as an Ecuipment Protection Plan, Extended You is II use the Units for the purpose of performing ore or more of your Service Contract, Emended Warranty, Customer Servce Agreement Total governmental`-actions Consistent with the scope or yo_r autho-ey and not in Maintenance said Repair Agreement or similar agreement we may cancel any trade or bus.ness Carried on by a person other than yo; You will report such extended warranty agreement on your behalf and receive the re`amd of this Agreement to the Internal Revenue Service by fifmg Form 8038G. the extended warrant,/agaemen`fees brat Yale,`narced our hire oat received 8038GC or 8038 as applicable I-allure to do se will cause this Agreement from you as of the dale of the Fuse'of Default to lose its lax exempt stags You agree that if the appropr ate form is not Pled Ina interest rate payable under this Ag..meet will be Forced to me 13 Miscellaneous This Agreement may no'.no modeled, amended altered or equivelaat taxable interest rate if life use Posseseen or acquisition of the changed except by a winter agreement signed by you and us In the even' On Is is determined to be subject to taxation, you will pay wood doe all taxes any croyision of tnis Agreement is found inva id or unenforceable, the and governmental charges assessed or levies against or with respect to the remaining mnvisions will remain an ful farce and efect Ths Agreontedt Units together with exhibits,consbtutea the entire agaemen[between you and us and supersedes all prdr and conteinperaneous wntrgs understandings 9 Assignment You may not.without CJF mCF v r ddr October by cieration of agreements, solicitations, documents and representations. expressed or law or otherwise assign transfer. pledge, hypothecate o'etherwhse dispose implied Any terms a^d myndiderts of any purchase mice,or older documents of your now the and interest In and to this Agreement and/or the Units submitted by you it ronection with this Agie omi wuch are In additdor to scaler grant or assign a secir:D -merest In thv Agreement and/or the Units or mcor sister t w th tfc terms and contldions o' [no Agreement will not oe in whole o-in oar. We may not transfer sal. 2esq9, pledge. hypothecate Mooing or us antl wilt not apply to this Agreement You agree that we may o-olhery sc disposo of Our Fight title and merest in and to this Agreement combos patent errors in this Agreement and till in blanxs inr_luding, for and/or the Units ardor gran:or assign a security interest in this Agreement examp.e.correcting or miles it serial murnbes VIN Pumpers, and dates Any and/or the Units,in whole or o part notices required to be g van under this Agreement will be given to .tie parties 'd 0 Indemnity To the extant Domemed by aw. you assume 1 agility for,agree to in writing and by see red me at the address provided in the Agreement, or one do indemnify, pm'eut and hold harmless us arm our employees,ofTlcels, to such other add asses as each party Fray substitute by notce to the color. directors and stems Rom and against any and all liabtieiss. obligations, which notice as I'De effective used Its rocs of losses, damages, IYores, claams, demards perelties. actions coats and 14 Title; Return of Units Notwithstanding our designation as Lesser we do expenses (including reesonaoae attorneys fees). of whensoever kind and not own the UAts Legal title to the Units will be in you so Ong as an Event o` nature. a,eimg out of the use condition (includlig but tin limited to. latent Default has not occimeo and you have not exercised your Fight o` and other eefecls and whereat or not discoverable by you or usl,Gp 3tlm, non-appropriation If an Even'of Default Occurs or if you nor-oppno rl2te,ful ownership, selection,delivery, storage.leasing or return of any ilnm of the sd and unencumbered tit to tee Units will pass to us without[tie necessity a' raga'dless of where, how and by whom operated,or any Failure on your part further action by the parties, and you will have na isomer interest In the Units to accept the Units or otherouse to perform or comply off ary computers of If we are entitled to obtain possession of any Units or H you are obligated at this Agreement any time to return any Units. then (ae title to the Units w111 vest in us 11 Insurance; Loss and Damage You Dear the entire Fisk of loss, thert. immediately,and (b)you will, an your expense,promptly delver the Unit to us Geaf-uctien or damage to the Units from any cause whatsoever No Toss Properly protected and in the rsndfon fagjhed by Sector 1'. You will theft, destruction or remade of the Units will relieve you Of the obligation to deliver the Unit at air option I,) to the nearest Catarpuaar dasher selling make Lease Payments Fir to pe team any obligation owing under this equipment of the same type as the Unit or Flit in board a carrier earned by Agreement You agree to keep true Units Unsuited to protect all of oaf us and shipping the Unit, freight malerm on a desbnalfon designated by is If Ire Join Is'tot in the,cendlbr inquired by Section 11, you must pay cs,on Ind with at your r expense, iG' may require, m ellGh amounts but i Id such forme _ one with such cnmpanes as we nay require,includng but�a Ism ltetl is file demand at costs and expenses mourned by us to bong the Unit into the and extended coverage insurance explosior and oollle on coverage, and required conduct, Until the Units are'reerned as required stove,all terms of personal liability and property damage liability inaunarra Any Insurance Inds Agreomenl will Fernand In full Farce and effect irr9r_ding, without Idmltat on policies relating to ass or damage to are Units will name us as loss payee as I obligation to pay Lease Payments and to more the knits our Interests may appear and the proceeds may be applied toward the 1E Other Documents In cannabis,with the execution of th s Agreement you replacement or rePa r of trip Units or tie satisfaction of the Payments due will cause to be delivered tc us (i) eftner (P) a certified copy of your under this Agreement You agree to use, operate and Fro mein me Units if, authoraing resolution sbbatanisily in the form attached as Attachment S and accordance wife al, laws, 'eguladon3 and ordinances antl in accordance with a copy of the minutes of the rele�rant meeting or tP) an opinion of your the provieum of any pohr es of nor.:Bros ddvernp Ora Unis, and w Il not Feet counsel substantially n the form attached as Attachment C (I)a Verifieaeion the Units or permit the Units to be used by anyone other than you You of Insurance substantially in the form attached to this Agreements (ii')a copy agree to keep the Units in goad repair, working order and condition and of the signed Form bled wife the Internal Revenue Service required in house the Units in outside shelter,a,d to permit us or our assigns to Inspect Secret 6 above as Attachment D. and (iv) any treat documents at items the Unds at any time and to otherwise protecl our interests in the Units If requ'rad by us any Una ds customarily covered by a maintenance agreement. you will furnish us with a maintenance agreement by a party acceptable to us 16 Applicable Law This Agreement will he governed by the laws, excluding '.he laws Forcing to the choice of law.of the State in which you are located 12 Default; Remedies An Event of Default will deco*If(a)You fad to pay any LESSOR LESSFE CATERPILLAR FINANCIAL SERVICES CORPORATION CITY OF KENT Sdgratu'a Signature ��Q,. Name(print) Name lorimq KAN l^lIQ M Title Title GLEE'r MAlifi klill�,m _..... Dale .. .� _._._._._._ ---------------------- Dato_q .=}Jibs>i_...,,,—,..._. _.v CUSTOMER INFORMATION VERIFICATION C.0 (Required Document) Financial In our efforts to continue providing timely customer sery be, 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 KENT Physical Address 220 4TH AVE S ___._.._..._.._____.__.___........._._..__._,...... KENT,WA 98032 Mailing Address 220 4TH AVE 5 ____.._.. ..,.............. KENT,WA 98032 Equipreent Location 220 4TH AVE S .,..._......._.................__..__..........,., KENT,WA 98032, KING Business Phone (253)856-5200 ....._..------------------.............................................................................. _...... E-mail Address. RGreen@kentwa-gov Accounts Payable Contact Name and Phone: Sales Tax Rate 0 (Please note.- Sales Tax Rate, includes all applicable State. County, and City sales fax) City Limits Asset outside the City Limits?Yes__Nod_ ------------------------ 'fax Exemption Status Please Indicate If you are tax exempt ❑ Exempt' Non-Exempt 'A Tax Exemption Certificate is required for all tax exempt customers. If you are tax exempt-please enclose a current tax exemption certificate to he returned with your documents. Electronic Copy Available Upon If you would like an electronic copy of your contract, please provido a valid email address below(one letter per line) 'Should the above changes apply to ALL of your contracts,OR for this contract ONLY? ALL CONTRACTS p 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 Data Privacy Notice. This nonce pertains to personal data supplied in connection with your credit application By providing your information to Caterpillar Inc. or any of its subsidiaries or affiliates, including Caterpillar Financial Services Corporation (collectively "Caterpillar'), you are agraeing 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 o,markel Caterpillar products and services If you have any questions pertaining to this notice,please contact the Data Prvacy Coordinator at 61 5 34 1-8222. Attachment 6 CA Transaction Number 3559656 Financial WHEREAS,the lays of the State of Washington (the"State") autharze CITY OF KENT(the ),y,Gygj'd.4ft'4"IY1c1t. /Xb& 1 a duly organized political subdivision, municipal corporation or similar public thirty of the State, to purchase, acquire and lease personal property for the benefit of the Governmental Entity and its inhabitants and to enter Into any necessary contracts and the Governmental Entity wants to lease, purchase andfer finance aria arrant ("Equipment') from Caterpillar Financial Services Corporation and/or an authorized Caterpillar dealer ('Catit olllaf') by entering into that certain Governmental Equipment Lease-Purchase Agreement (the "Agroemgnt")with Caterpillar;and the form of the Agreement has been presented to the governing body of the Governmental Entity at this meeting RESOLVED,that: ill the Agreement, including all schedules and exhibits ahached to the Agreement, is approved It substantially the form presented at the meeting, with any Approved Changes (as dofincd below) (I)the Governmental Entity enter into the Agreement with Caterpillar and(ill)the Agreement is adopted as a binding obligation of the Governmental Entity and that changes may later be made to the Agreement If the changes are approved by the Govemmental Entity's counsel or members of the governing body of the Governmental Entity signing the Agreement (the y_hp3B.C6L`k1djd f�dgjt,yl and that the signing of the Agreement and any related documents Is conclusive evidence of the approval of the changes,and that the persons listed below who are the incumbent officers of the Govemmental Entity(the Apthpurv_ld Per,,nnsl'p. Name(Print or Type) Title(Print or type) be,and each is,authorized,directed and empowered,or behalf of the Governmental Entity,to(i)s,gn and deliver to Caterpillar and its successors and assigns, the Agreement and any related documents, and (iiJ take or cause to be taken all actions hefshe deems necessary or advisable to acquire the Equipment.including the signing and delivery of the Agreement and related documents,and that the Secretary/Clerk of the Governmental Entity is authorized to attest to these resolutions and affix the seal of the Governmental Entity to the Agreement,these resolutions,and any related documents,and that nothing in these resolutions, the Agreement or any other document imposes a pecuniary, liability or charge upon the genera credit of the Governmental Entity or against its taxing power, except to the extent that the payments payable under the Agreement are special limited obligations of the Governmental Lntity as provided in the Agreement and that a breach of these resolutions the Agreement or any related document will nor impose any pecuriary liability upon the Govemmertal 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,and thatthe//aa�uthority granted by these resolutions will apply equally and with the same effect to the successors in office of the Authorized Persons L _R. ,,,y,p=N of CITY OF KENT, certify that the resolutions above are a full of true and correct copy of resolutions of the governing body of the Governmental Entry I also certify that the resolutions were dory and regularly passed and adopted at a meeting of the governing body of the Governmental Entity I also certify,that such meeting was duly and regwany called and held in all respects as required by law.at the Governmental Entity's office. I also certify that at such meeting, a majority of the governing body of the Governmental Entity was present and voted in'avor of these resolutions. I also certify that these resolutions are still in full farce and effect and have not been amended or revoked_ IN WITNESS of these resolutions,the 01`5cet named below executes this document on beoal,ff of the Governmental Entity Signature: .ti�jO"/._._'S-" .c-'._................. Iitle Data III�IB1 rY� YM�I II LJ!' Co' Verification of Insurance Financial LESSOR (we). LESSEE (you): CATERPILLAR FINANCIAL SERVICES CORPORATION CITY OF KENT 2120 West End Avenue 220 4TH AVE 5 Nashville, TN 37203-0001 KENT, WA 98032 1 The above named Lessor and Lessee have entered into Governmental Equipment Lease-Purchase Agreement Transaction Number 3559656(the"Agreement') In accordance with the Agreement, Lessee has instructed the insurance agent named below Company . ___ ....... Address----- __,_.,........... ..... Phone No . .......... Agents Name to issue a All Risk Physical Damage Insurance on the Equipment(as defined In the Agreement)evidenced by a Certificate of Insurance,and Long Form Loss Payabe Clause naming the Lessor andor its Assignee, as oss payee The Coverage Required the aggregate purchase price for the Equipment b Public Liability Insurance evidenced by a Certificate of Insurance, naming ti-e Lessor and/or its Assignee os Additional Insured, with a rninirnurn of$1.000 000 per occurrence is required. 2 Proof of insurance coverage will oe provided to Lessor or its Assignee prior to the'ime the Equipment is delivered to Lessee _. ... ..... ............. ,. m................_._.. Model Equipment Description Serial VIN ValueId fax _.-.- , nn ref su SIGNATURES LESSEE CITY OF KENT Signature Narne(print) ......... .. Title Date nl'i Opinion of Counsel eff RS..rrciel Re: Governmental Equipment Lease-Purchase Agreement(Transaction Number 3559656)(the"Lease") Between CITY OF KENT("Lessee"I and Caterpillar Financial Services Corporation("Lessor') Sinkladam I an an attorney for Lessee, and In that capacity I and familiar with the above-referencpci transaction, the Lease, and all other documents pertaining to the Lease the Lease and such other documents pertaining to the Lease being referred to as the"Lease Agreements"). Based an my examtnaton of these and such other doecrnents, records and papers and matters of fact and Taws as I deemed to be relevant and necessary as the basis for cry opinior set forth below, upon which opinion_essee and any subsequent ass'gnee offessee'& merest may rely, it a my opinion that t Lessee is a fully coratituted political subdivision or agency duly organized and existing Under the Constitution and lawn, of the State of Nlashington (the "Stale"), and is authorized by such Constitution and laws (i) to enter into the transaction contemplated by the Lease Agreements and(i i) to carry out its obligations thereunder, 2 Ire Lease Agreements (i) have been duly authorized, executed and delivered by Lessee and (i.) constitute valid legal and binding obligations and agreements of Lessee enforceable against Lessee fn accordance with their tenns, assuming due ar,thorrzalian and execution thereof by Lessor 3 No further approval, license consent. authorization or withholding of objections Is required from any federal. state or Incal governmental authoriy with respect to the entering into or perfcrrnanee by Lessee of the Lease Agreements and the transactions contemplated by the L-ease Agreernents c. Lessee has sufficient appropriations or other funds available to pay all amounts due under the I ease Agreernents for the current fiscal year ti T'ie interest payable to Lessor by Lessee under the Lease Agreements is exempt from federal income taxation pursuant to Scarier 103 of the Internal Revenue Code of II98B,as amended 6 Tne entering into end performance of the Lease Agreements will not(i) conflict with, or constitute a breach or violation of any judgment, consent decree, order, law, regulation.bond, Indenture or lease applicable to Lessee, or(ii) result in any breach of, or constitute a defawt under, or result in the creation of, any Tien, charge, security Interest or other encumbrance upon any assets of Lessee or the Units (as cleaned In the Lease)fnirsuant to any Indenture,mortgage deed of trust, bank loan, credit agreement or other instrument to which Lessee is a party, or by an on it or its assets may be bound 7 No litigation or proceeding is pending or, to the best of my knowledge, Irreatened to or which may, (a) restrain or enjoin the execution. delivery or performance by Lessee: of the Lease Agreements, dah in any way contest the validity of the Lease Agreements to) contest or question (i) the creation or existence of Lessee or its governing body or(ill the authority or ability of Lessee to execute or deliver the I eave Agreernents or to comply with or perform its oh Iigations under the Lease Agreements.There is no litigation or proceeding pending or, to the best of my knowledge- threatened that seeks to or could restrain or enjoin Lessee from annually app,oprlating sufficient funds to pay the Lease Payments (as defined in the Isave) or other amounts cunternplated by trip Lease Agreernents. In addition, I am not aware of any facts or UILF111Staneee which would give rise to:any lniganori or proceeding desenbed in this paragraph. 5 the Units are personal property arid,when subjected to use by Lessee.will not be.or become fixtures under the Taws of the State 9 the authorization, approval and axecuton of the Lease Agreements, and all other proceedings related to the transactions conteuiplaled by the Lease Agreements have been performed in accordance with all applicable open meeting, pubic records, public bidding and all other applicable laws, rules and regulations of the State. I The appropriation of mnneys to pay the tease Payments coming due under the Lease and any other amounts contemplated by the Lease Agreements does not and will not result in the violation of any uinatltutlonal, statutory or other limitation relating to the manner, form or amount of Indebtedness which may be incurred by Lessne. 11 The Lessor will have a perfected security interest in the Um[s upon the filing of an executed JCG' or other financing statement at the time of acceptant:of the Units with the Secretary of State for the State. Name(PRINTY Date: signature: ..................... Address: . Title: '11GW 00�4'i^ �Ill �����r�llll CATERPILLAR INSURANCE COMPANY (CIC) SELECTION FORM Cz Before financing your equipment, you must arrange physical damage insurance on the equipment identified below I he insurance may be provided through an Insurance agent or Insurance company of your choice, provided the Insurance company satisfies minimum financial requirements As an alternative to obtaining your own Insurance, you may elect to have your equipment insured under coverage arranged by Caterpillar Insurance Services Corporation that has dean designed specifically fur the purchasers of Cat©equipo ent Please complete this form if you elect to insure your equipment with Caterpillar Insurance Company(CICJ. CIC Physical Damage Insurance Policy Sumnlary Please note. This is only a beef description of the CIC Physical Damage Insurance Program. Contractual provisions contained in the policy will govern CIC Physical Damage Insurance protects your equipment against physical damage losses, Including collision, fire, theft, vandalism, upset or overturn. floods, sinking, earthquakes and other unfortunate acts of nature The protection has been designed for owners of heavy equipment and provides superior benefits you most likely would not find in other plans. The CIC Physical Damage Insurance does include normal exclusions Some important exclusions are wear and tear. rust, loss of income, war nuclear damage, and mechanical breakdown, automo6 led, watercraft, waterborne shipments, tires or tubes or mobile track belts damaged by blow-out, puncture, and road damage When a covered loss occurs this plan will pay for Cat® rep'.acement parts on all your new or used Caterpillar equipment, On all equipment from other manufacturers, the plan will pay for comparable replacement parts. Your CIC plan will pay for round-trip transportation of covered damaged equipment to and from your Cat dealer's repair facility up to $2,500 limit The plan allows for rental costs up to $2,500 that you incur to rent similar equipment following a covered loss, You are automatically protected with up to $100,000 of coverage for damage to the similar equipment you rent In the event of a total lass,the policy will pay the greatest of the following. - The payoff value of the loan on the damaged parts or equipment as of the date of loss or - The actual cash value of that covered property, or - The cost of replacing that property with property of like kind and qua'ity The policy will pay '10% of scheawed loss, up to a $10 000 maximum for debris removal The policy will pay fire department sevice fees up to$5,000 $1 000 Construction and Agricultural Equipment Deductibles $5,000 deductible all logging Equipment If you have any questions or need additional details, see your Authorized Cat Dealer or nail CIC toll free at 1-800-24B-4228- You may also e-mail CIC st pjiy�jcaldarraC tat.f7tsv„rn POLICYHOLDER DISCLOSURE NOTICE OF TERRORISM RISK INSURANCE ACT OF 2002. has extended by the Terrorism Risk Insurance Extension Act of 2005,and as amended in 2007) You are`rereby notified that under the rerraFISITl RISK Insurance Act as amended in 2007, the definition of act of terrorism has charged As cleared in Section 102(1)of the Act.The term"art of terrorism"means any act that is certified by the Secretary of the I reasury in concurrence with the Secretary of State, and the Attorney General of the United States-to be an act of terrorism',to be a violent act or an act that is dangerous to human life, property, or infrastructure, to have resulted in damage within the United States, OF outside the United States in the case of certain air carriers or vessels or the premises of a United States mission, and to have been committed by an individual or indiviauals as part of or birch to Goerce the civilian population of the United States arts influence the policy or affect the conduct of the United Sucher Government by coercion Under your coverage, any losses resulting from cartoon acts,of terrorism may be partially reirrtbursed by the United States Government under a formula established by the Terrorisr Risk Insurance Act, as amended in 2007 However your policy may contain other exclusions, whicn might affect your coverage,such as an exclusion for nuclear events Under the formula, the United States Government generally reimburses 85% of covered terransm losses exceeding the statutorily established deductible paid by the insurance company providing the coverage The Terrorism Risk Insurance Act, as amended, contains a $too billion cap that hunts U S Government reimbursement as well as insurers liability for losses resulting from certified acts of terrorism when the amount of such losses exceeds$100 billion is any rice calendar year If the aggregate insured lasses ror all insurers exceed S100 billion,your coverage may be reduced The portion of your premium that is attributable to coverage forterroriat acts certified under fine Act is $0,00 APPLICATION . CIC PHYSICALDAMAGE . . ....... .. .._......... .._.............. _.....__. _ - ____._ Model# Equipment Description Serial# VIN Value Including Pymt Method-3 Pymt Method 1 _____...._. _ �,,._m._... .�_... .. .._..._. Total Tax To'al Premium Finance Pymt t 3t7A&:d�fitik�l Latarpiliar hlyfira,�r�c�'xravaicv� ---_, .,_. �i5�ailSEs pp t1348-00 S 2.E7 56_.. Ch r _Marsha B a�sdell Authorized Insurance Producer Arranged by Caterpillar Insurance Services Corporation I understand that the total Insurance premium for 60 months will be $13,480.00.. which s $2,696 00 per year based jpon the total equipment value of$157,098 00 Method 1 1 will finance the insurance premium in�luaing finance charges, of$287 56 per scheduled equipment payment The finance charge is calculated at 5,35%perannum on the total insurance premium covering the ful'.tens of the finance agreement.By choosing Method 1 and signing this document you are agreeing to finance the insurance along wits the equipment payments with Caterpilla,Financial Services Corporation Method 2 I desire coverage for an initial 12 mon'h term I will pay the $2.696.00 premium and return the payment with the signed equipment documents Please make check payable to CIC Method 3 1 will pay the total premium and return the payment with the signed equipment documents. Please make check Payable to CIC Method 4 1 dedne Caterpillar Insurance_ I elect to obtain my own commercial Insurance on the equipmert shown from ar agent or nsurance company of my chore. I understand that the quote I receive is net a binder of Insurance If I elect to obtain coverage from CIC coverage will be effective in accordance with the terms and conditions of the issued Policy and that I may terminate the coverage at any time with advance written notice. I acknowledge that I have Deen notified that, under the TERRORISM RISK INSURANCE ACT of 2002 (as extended by the Terrorism Risk Insurance Extension Act of 2005). any losses caused by certified acts of terrorism under my policy will result in coverage under my policy that wiil be partially reimbursed by the United States as outlined in the attached pollcyholaer disclosure not fication. I also acknowledge I have been advised that, if I accem this insurance, an appointed licensed insurance producer will receive commission compensation Customer Name: CITY OF KENT Dealer Name: N C MACHINERY CO. Please note. If you would like a no obligation quote on your additional equipment, call 1-800-248A228 extension 5754 Accepted By Name (PRINT) Title 'E" ' "("+M efii.4 _____ ...... ...._ Date 9-1 91-2D1g...... ......... ray' Applicable in AL,AR,DC,LA,MO,NM,RI and WV:Any person who knowingly(or willfully)* oresants a false or fraudulent claim far oayrnent of a loss or benefit or knowingly(or willfroly)'presents fake information In an application for insurance Is guilty of a rrirne and may be subject to fines and confinement in prisnn,'Applies in MD Only Applicable In CO It is unlawful to knowingly provide falsa, incomplete,or milaeading facts or Information to an insurance comparly for the purpose of defrauding or attempting to deffud the company Penalties may include imprisonment,fines,denial of Insurance and civil damages Any insurance company or agent of an insurance company who knowingly provides false, incomplete. of misleabing facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or claimant with regard to a settlement or award payable from insurance proceeds shall be reported to fire Caloredo Division of Insurance within the Depanment of Regulatory Agencies. Applicable in FL and OK.Any person who knowingly and with Intent to Injure,defraud.or deceive any insurer files a statemenl of claim m an application contain no any false,incomplete, car misleading Information is guilty,of a to any(of the third degree;' 'Acsaies in FL Only Applicable In KS Any person who,knowingly and wrt)inter[to defraud,presents,causes to be presented or prepares with knowledge or belief that it will be presented to or by or inscrer, p fpn tied insurer, broker or any agent thereof,any written staterent as part of or in support of,an application for the issuance of or the rating of an insurance,policy for personal or cornrner(cal nnLlrance,or a claim for payment or other benefit pursuant to an insurance policy to,earn inn rcial or personal IIuuranine which such person knows to contain materially false information concerning any fact material t her e III, m conceals for rlhe purpose of misleading. information concerning any fact material thereto comndts a fraudulent i IIsurance acl Applicable in KY,NY,OH and PA:Any person who knowingly and Will intent to defraud any insurance company or other person files an application for Insurance or stater-len:of claim containing any materially false information or conceals fur the purpose of misleading,rimunaron concerning any tact material thereto commits a fraudulent insurance act,wfnrio is a crime and subjects such person to ehminal and civil penalties(not to e:rtceed five thousand dorIais and the stated value of the claim for each such violation)' 'Applies In NY Only Applicable in ME, IN,VA and WA: It is a crime to knowingly provide false incomplete Of misleading information to an insurance company for the purpose of defrauding fife company Penalties(may)' Icude im fur isanmefit,fines and denial of Insurance benOfis 'Applies in MI Only Applicable in NJ:Any person who Includes any false or misleading information on an appkcafrcn for an insurance policy is subject to criminal and civil penalties. Applicable in OR:Any person wife knownigly and with intent to d0coo or 5olret anotherto defra,id Bye insurer by submitting an application containing a false statement as to any material fact may be violating state law Applicable in PR:Any person who knowingly and with the intention of de iaudinp presents false infonnabon Ir an insurance application or presents. help,,or causes tie presentation at a raadulent claim for the payment of a ions or any other benefit,or presents more than one dater for the same damage or loss,shall incur a felony and,upon conviction.shall be sanctioned far each violation by a fine of rot less than five thousand dollars(55,001t j and not there than ten thousand dollars($10,C)i or a fixec term of imprisonment for hirce(3)years,or bath penalties.Should aggravating circumstances[be]present,the penalty thus established may 6e increased to a maximum of bv_(5)years,if extenuating clrcmrlstances are present,it may be reduced to a minimum of two(2)years Is J;A Meeting Minutes FinanaaL N C MACHINERY CO, 17035 W VALLEY HWY P.O. BOX 3562 TUKWILA WA 98188 CITY OF KENT We are requesting a copy of the minutes of the appropriation meeting during which the funds for this deal were allocated. A copy of this information is necessary to complete the documentation package and to fund the deal. Your ability to return a complete package will ensure timely payment to you. Thank you for your assistance CATERPILLAR FINANCIAL SERVICES CORPORATION DOCUMENTATION DEPARTMENT Purchase Agreementi� Transaction Number 3559656 Full This Purchase Agreement is between N C MACHINERY CO. ('Vendor') and Caterpillar Financial Services Corporation ("Cat Financial') Vendor agrees to sell to Cat Financial and Cat Financial agrees to buy from Vendor the equipmem described below (the unit(s)"), subject to tFe terms ana conditions set forth oelow and on the reverse side hereof ISescrjpkiorn at drugs,) Serial# VIN# Freight Tglal P,p;,t;, (1)308E2CRSB New Caterpillar Hydraulic Excavator $0 00 $157,098.00 Lessee: Subtotal $157,098.00 CITY OF KENT Federal Excise Tax 0.00 220 4TH AVE S Other Tax 0.00 KENT WA 98032 Total Purchase Price $157,098.00 Unit(s) Delivery Point: 220 4TH AVE S KENT,WA 98032,KING See next a e for additional terms and conditions. SIGNATURES CATERPILLAR FINANCIAL SERVICES CORPORATION N C MACHINERY CO. Signature Signature __.. Name(Print) ,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,, Name(Print) ..._...... ...... .... ......... Title _. ._.....,.. Title .___..... .... _..._.._ _ ...,.., .._ .... Date ....._.... .... .._.... ......�... Date Additional Terms and Conditions W�# Transaction Number 3559656 Rrtancial 1. The lessee named on the front hereof(the "Lessee") has selected the Unit(s). instructed Cat Financial to purchase the Unit(s) from Vendor, and agreed to lease the Unit(s)from Cat Financial 2_ Cat Financial (or its assignee) will have no obdgation hereunder(and any sums previously paid by Cat Financial to Vendor with respect to the 'Jmt(s)shall be promptly refunded to Cat Financial) un ess (a)all of the cenditions set forth in Section 1.3(if a master lease agreement)or Section 1 (if a non master lease agreement) of the lease with the Lessee covering the Unit(s) have been timely fulfilled and (b) the Lessee has not communicated to Car Financial (or its assignee), prior to "Delivery' (as hereinafter defined) of the Unit(s). an intent not to lease the Unn(s) from Cat Financial All conditions specified in this paragraph shall be deemed timely fulfilled unless prior to Delivery of the Unit(s), Cat Financial(or its assignee) shall notify Vendor to the contrary in writing,which shall include fax or email. "Delivery" shall mean the later of the time (a) Cat Financial executes this Purchase Agreement or (o) the Lessee or its agent takes control and/or physical possession of the Unit(s) 3 Upon time,y satisfaction of the conditions specified in Paragraph 2 above, ownership, title and risk of loss to the Unit(s) shall transfer to Cat Financial (or its assignee) upon Delivery o`the Unit(s) 4 Vendor warrants mat (a) upon Delivery of the Unt(s), Cat Financial (or its assignee)will be the owner of and have absolute title to the Units) free and clear of all claims, liens, security interests and encumbrances and the description of the Units) set forth herein is correct and (b) the Unit Transaction Price set forth on the front hereof for each unit of Urn'rtl leased ender a lease is equal to such Unit(s)'s fair market value 5 Vendor shall forever warrant and defend the sale of the Units) to Cat Financial (or its assignee), Its successors and assigns, against any person claiming an interest in the Units) 6 Provided that no event of default exists under any agreement between Lessee and Cat Financial and upon timely satisfaction of the conditions specified in Paragraph 2 above, and unless otherwise agreed to In this Purchase Agreement, Cat Financial (or its assignee) shall pay Vendor the total Purchase Price set forth on the front Fereof for the Unit(s)within three business days following (a) the receipt and approval by Cat Financial of all documentation deemed necessary by Cat Financial in connection with the lease transaction and (b)all credit conditions have been satisfied 7. Vendor shall deliver the Unit(s)to the Lessee at the delivery point set forth on the front hereof. 8 This Purchase Agreement may be assigned by Cat Financial to a third party Vendor hereby consents to any such assignment. g This Purchase Agreement shall become effective only upon execution by Cat Financial, Kent City Council Special Meeting July 3, 2018 Minutes Kent, Washington Approved July 17, 2018 Date. July 3, 2018 Time: 5 p.m. Place: Council Chambers East/West Agenda: 1. CA to Qrder The meeting was called to order at 5:00 p.m. with Mayor Ralph presiding. 2. Roll Call Mayor Ralph - Present Council President Boyce - Present Brenda Fincher, Councilmember - Present Dennis Higgins, Councilmember - Excused Absence Satwinder Kaur, Councilmember - Present Marti Larimer, Councilmember - Present Les Thomas, Councilmember - Excused Absence Toni Troutner, Councilmember - Present 3. Changes to the Agenda Derek Matheson, Chief Administrative Officer removed item 8G - Revisions to Ch. 9.38 KCC Parking Ordinance, from the agenda and moved it to the July 17, 2018, meeting. Council President Boyce moved to approve the agenda, seconded by Councilmember Troutner. The motion passed unanimously with a vote of 5-0. 4. Public Communications A. Public Recognition Mayor Ralph advised of the recent funeral service she attended for Jack Becvar, a lifelong Kent resident and founding member of the Greater Kent Historical Society. Councilmember Kaur advised of the celebration of Jack Becvar's life and dedication to the Greater Kent Historical Society that will be held on Tuesday, July 1011, 2018, from 3 - 7 p.m., at the Kent Historical Museum, B, Community Events Council President Boyce invited everyone to visit accessoShoWare.com for details on upcoming events. Councilmember Fincher invited the public to attend the 4" of July Splash at Lake Meridian Park, participate in the Kent Cornucopia 5K run/walk, on July 141', Page 1 of 7 Kent City Council Special Meeting July 3, 2018 Minutes Kent, Washington Approved July 17, 2018 Mayor Ralph expressed her appreciation of the Parks staff that are dedicating their day off to working during the Splash event and for the Police officers that are going to be out on patrol on the 4th of July. Council President Boyce Boyce serves on the Sound Cities Association's Public Issues Committee. No report Boyce serves on the Best Starts for Kids. No report Chief Administrative Officer Derek Matheson advised of the upcoming City Council budget mini retreat to discuss the 2019-2020 biennial budget and other budget issues that will be held on July 1311 at the Platform apartments that begins at 1:30 p.m. Matheson provided an update on the process to fill the soon-to-be vacant municipal court judge position. Matheson recognized Kim Komoto, City Clerk, for becoming a Certified Public Records Officer through the Washington Association of Public Records Officers. Councilmember Kaur Councilmember Kaur serves on the Sound Cities Association Puget Sound Clean Air Agency Advisory Council. No report. Councilmember Kau,, serves on the Sound Cities Association Growth Management Planning Council. No report. Kaur advised that she recently attended the Association of Washington Cities conference along with Derek Matheson and Mayor Ralph. Councilmember Troutner Councilmember Troutner serves on the Sound Cities Association Regional Law, Safety and Justice Committee. No report. Troutner serves on the Puget Sound Regional Fire Authority Governance Board. No report. Public Safety — No report. Councilmember Fincher Councilmember Fincher serves on the Arts Commission. No report. Fincher is the chair of the Parks and Human Services Committee and reviewed the action items from the June 21s' meeting. Fincher advised of the Green Kent event on July 7tn at Clark Lake Park from 9-noon. Fincher also invited the public to attend the Experience Historical Kent events. Visit KentWA.gov for details. Page 3 of 7 Kent City Council Special Meeting July 3, 2018 Minutes Kent, Washington Approved July 17, 2018 C. Excused Absence for Councilmember Higgins - Approve Council approved an excused absence for Councilmember Higgins. D. Excused Absence for Councilmember Thomas - Approve Council approved an excused absence for Councilmember Thomas. E. Backup and Recovery System Contract for Technical System Upgrade - Authorize The Mayor was authorized to sign a participating addendum that allows the City to purchase technology software and equipment through a cooperative purchasing agreement the City of Mesa, Arizona entered into with SHI International Corp., if those purchases are within the City's established budgets and made during the term of the master agreement, which is current through February 28, 2023, subject to final terms and conditions acceptable to the Information Technology Director and City Attorney. F. Contract with Rimini Street, Inc - Authorize The Mayor was authorized to sign all necessary documents to enter into an agreement with Rimini Street, Inc. to provide technical support, maintenance, and professional services with DLT Solutions, subject to final terms and conditions acceptable to the Information Technology Director and the City Attorney, and in a total amount not to exceed $517,655. G REMOVED RevisionstoCh. 9.38 4ad nar erdfn'g-OF a t Gadi—, the L-aafeF-G@f+ft95, ede. d 5fr pek Ridge-iwighborhaods, to be conSEe w:it d Ifer' r Oenstrttet mn-Stafrdafds. H. Code Enforcement Civil Infractions Ordinance - Adopt Ordinance No. 4282 was adopted amending the Kent City Code to allow for civil infractions as an enforcement tool in code enforcement matters, and to clarify when criminal charges may be filed in code enforcement matters. I. WSDOT Grant Funds for Roundabout at Willis Street (SR 516) and 4th Avenue South - Authorize The Mayor was authorized to sign all documents necessary to accept $3 Million in grant funds from the Washington State Department of Transportation for construction of a roundabout at Willis Street (SR516) and 411 Avenue South, amend the budget and authorize expenditure of the funds, subject to terms and conditions acceptable to the Public Works Director and City Attorney. ' Lease Agreement with NC Machinery for an Excavator - Authorize N, re Mayor was authorized to sign all necessary documents, including a Lease to Purchase Agreement, with NC Machinery for a new Caterpillar 308E2 mini-excavator Page 5 of 7 Kent City Council Special Meeting July 3, 2018 Minutes Kent, Washington Approved July 17, 2018 Councilmember Troutner moved to award the East Valley Highway Preservation South 180th Street to South 19611 Street Project to Scarsella Bros., Inc., in the amount of$2,247,843.75 and authorized the Mayor to sign all necessary documents, subject to final terms and conditions acceptable to the City Attorney and Public Works Director. Seconded by Councilmember Fincher, the motion carried 5-0. 11. Executive Session and Action after Executive Session None. 12. Adiournment May r Ralph adjourned the sting at 5:32 p.m, ` Q , Kimberley Komoto City Clerk July 3, 2018 Page 7 of 7 80,318_C9 information Return for 'fax-Exempt Governmental Bonds b Under lntonml Revenue Code section 149te) " b See separate instruct...it, Caution t tPe isss Ore 3 n,e.$1 lb JX use r=d G!: b Cu to www.ir g. ,FW.3W for instructir.ns and theaes itaer ltt ndfien r _ . ...._...,. .. Re,�Mln ,K,utttiorn i.. lrr�r, oi. '.,. !.--....�..... Cog of Kont .-- .-- - .— 91.6001254 220 Fourth AvunYlrn.9arrd Ni 1 t4e+1xC WA 9803a 40MM1efd0tl% Gi�ery74E4nr!iwnnncoal services Gerparauan C r7- 299458516 .. � • None Uvina Brenrrockec ACGpUriCinQ A.Reportl np'Mana ieg r mm........ 253 k35Yi 5265 _TYRt3 of Issue lenten the Issue Rrleel.' 12 A t_y .. 14 14 ta� r r.wu�ep 19a 20 .__ ..R. R` saE I7aascri kton ai Q3onds Cam IHtk. lnr t rl- ul rttr i ae P,rr n l rCP'o thl tdrral is beln� •Ter i 21 1 07(0 !'29E9 MJrr3, Uses of Proceeds of Son issue (includPng underwriters'dlscvunt' 22 -, , ,r - .., _. 22 23 1...... . •,. _. _. 24 , ,. ,-124 25 r 2 26 c �2.. 27 G.. 8._.. . _ 28 29 2y 30 nn n +din rAceOr'19 (subtract _... , ..p .. 9 R .._ . _. rarm, _ pktan of ff154unds, S.Cprn dete HNS pad', jj fy to ,rA ir i i ni]s r 32 For Paperwork Reduction Act Notice, see separate instructions, ,. 8038-G rrnma(3a-G nau N-2C1d) =ege:e Miscellaneous ,,_ ._. _. h...„..t ___....... ..�.................. ........ .,,. r _ 35 En er the amdu rl (me state vul„ir e cap allocated to the= ssue under scnc�r 1 til(Gk(_I 36a Enter the amour f pros proceeds Irvested or to Sa invested in a guaranteed I ry s mem con7act ((41C) See ins a Sons �36a _ t b Enter the final raWr'it,date of the GIG►fMM/DD,'YYYV'1 i o Enter the came of the GIC provider► 37 Pooled finanu qs_ Enter the amount of the proceeds of to o rvsue that are to be used to make loan s to other governmental uN,fs _ I37 38a If his issue is a loan �oede from the proceeds of another taK exempt issue, check box► and enter Dr tollcwing Information le Enter the date cf the master poo bond►(Mrd/DD/YYYY! c Enter the EIN of the >uar of the master peel bond► d Enter the ramie of the Issuer of the master pool bond► 39 If the 'ssue(has designated the issue under section Ha,bl'111)(small iesucr cxoeption) creci,box ► ❑ 40 d;de suer has elected to pay a penalty in lieu of arbtrage rebate, check box _ ► 41a If the issuer has dentified a hedge, checx Dare► ] and enter the following intormatien. h Name of,edge pro der► c Type of hedge► of Term of nedge► 42 If the issue-has superirtegrated the nedge,.h eck box . ► L 43 If the issuer ras established written procedures to ensure that all nonguallfied bolds of Iris Issuc are remadia-ed according In the requ'rerments under the Code and Regulations (see instructionsj, check box _ ► 44 If toe'ssjer Has established wn,ten procsdures to moniter ne regdvements of section 148, check boa ► 45a If some oertton of the preceers was u3,0 to reimbu'se expenditures, check here► and enter the amoJ^{ of reimbur_ement _ ► h [rwr tB'xv^date the ctNkt i,ud kerloret was ad pG et9III 0AVNJf7GJf"ti'WYY .. .. .,, .................... JnAof oPriu;y 'pyaTimru 'vl ntve ewminad kepi+, ,e arm end erooinoanyny sdiedaks and etat�rkenis_antl m tre tusk rf ny kr,ce sype I aKl maaE rth4y r oh n wrsem m the 95'5 se 0 [hi s e n 4 f at r. �„�IY Ic and Signat � rof as,ec4 the eaq i have h rr rr+,Rn p Consent +�. t � Aaron BeMiller, Finance director f'N.'yl+k . Y II7P9?LM1tlIf Hk+W .y% 0. [[, "J OanO;IP Paid mV yp arep2+e s me �Vrcpa+a's sn ata�e 7uvn Prepare( r Y oar'K w ___i ri v N ► UseOnly r ...,.,. „ . ....... , . .. . .... ......... .. .... ..,_ w.__....... .. _W ... . ., ......___ _. . ...,,. r wrm'y adJr;nrsy k t h4ip eMY __ _ �� � Po--FYp38-G;Hev mzC,O' THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ |TCAREFULLY. DESIGNATED ADDITIONAL wp�~�»ov�'o�vr� nm��� x�/����non�uo�w°�m� ou�����ox����� This endorsement modifies insurance provided under the following. COMMERCIAL AUTOMOBILE COVERAGE PART SCHEDULE Name of Additional Insured Persor(s)or Oraanization(s): CHANGE The person(s) or organization(s) shown in the Schedule above with whom you have agreed in a written contract to provide insurance such as is afforded under this Coverage Form, is included as an Additional Insured subject Lo the below � (1) |nounsnook/rsu;h/\ddiUonol |noured(n)snhoUu|odaboveuha|| hnaWordedon|yiothuoxtontthatuuuh Additional Insured is liable for "bodily injury" or "property damage" ansing out of your operations and rosu|t|nghnm1hom*namkip. maiotonanoon/uson/ooveroU 'avtoo"Uyyuuwhi|etkoouvered`av1osara on premises owned or leased by the above scheduled Additional Insured(s). (2) The insurance afforded Linder this Coverage Form to such Additional Insured(s)applies only (a) |f the^anuident"takes place subsequent to the execution and effective date of such written contract and, While such written contract is in force, or until the end of the policy period, which ever occurs first. (J) How LimnitsApplytn Additional |nsu,vd(n) The most we will pay on behalf of the Additional Insured(s)scheduled above is the lesser ot. (a) The limits of insurance specified in the written contract orvvritten agreement, or, (b) The Limits nf Insurance promUeUUy the Coverage Form. The amount*e will pay oo behalf ufsuch Additional |osured(s)shall Uaa part of, and not io addition to, the Limits of Insurance shown in the Coverage Form Declarations and described in this section Such amount will thus not increase the Limits of Insurance shown for the Coverage Form (4) Exclusions (a) This endorsement does not apply to liability of the Additional Insured which arises out of the ownership of transportation operating rights granted to the Additonal Insured by publicauthonty. (b) This endorsement does not apply to the liability nf the owner or anyone else from whom you hire or borrow a covered auto. 3NCA0281O13 Safety National Casualty Corporation Page 1of2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. d. Obligations at the Additional Insured's Own Cost No Additional Insured will, except at their own cost,voluntarily make a payment, assume any obligati on, or incur any expense, other than for first aid, without our consent The Additional Insured(s)scheduled above shall be subject to all other conditions set forth in the Coverage Form This endorsement does not alter co,,erage provided in the Coverage Form. This endorsement changes the policy to w hich H is attached and Is effective on the date issued unless otherwise stated. (The information below is required onlywhen this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 01!C=/2015 Policy No. 6r 40 Endorsement No Insured WFSHTNG.ON PJ3:,_C LK;i'!Y CRUOP ;wAPECI Premium$ ncicded Insurance Company Saiety Naticnai Casi:aity Ca_po-aaion Countersigned By SNGL 022 1111 Safety National Casualty Corporation Page 2 of 2 (5) Obligations at the Additional Insured's Own Cost No Additional Insured will, except at their own cost,voluntarily make a payment,assume any obligation, or incur any expense, other than for first aid, without our consent. The Additional Insured(s)scheduled above shall be subject to all other conditions set firth in the Coverage Form. This endorsement does not alter coterage prouded in the Coverage Form. This endorsement changes the policy to w hich it is attached and is effective on the date issued unless otherw ise stated. (The information below is required on ly when this endorsement is issued s ubseq uent to preparation of the po licy.) Endorsement Effective Ot/oi/2018 Policy NoCAS4058202 Endorsement No. Named Insured WASH LNcroN ?,=P-- ENT_TYGE00e (wA_ec) Premium $ T- cluded Insurance Company ?atiori- 'asc. ltyCorporation countersigned By Page 2 of 2 Safety National Casualty Corporation SNCA 026 10 13 Ate' CERTIFICATE OF LIABILITY INSURANCE DATE,MMI°D Y) c.2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME CONTACT Conn Scott Seattle-Allent Insurance Services, Inc 1420 Fifth Avenue, Suite 1500 1 S nR.aXstl 206-204-9140 �wiro,Npp.,�206 204 9205 Seattle WA 98101 E-MAIL ApORESSF CSCORCalhant.colwl__ .. INSURRRISIAFFORDINGCOVERAGE _ NAICA INSURER A Safety National Casually Coupon lon 15105 _.. _. . _ INSURED KE5139602 City of Kent INSURER e., 220 Fourth Avenue South INSURER Kent WA 98032-5895 INSURERu: INSURERS: INSURER E COVERAGES CERTIFICATE NUMBER: 1 5045 7494 0 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BE OW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS BNSR LTR TYPE OF INSURANCE NS12 EVER BOLACYNUMBER rPQLICYYYY POLIY Cap GMYMV LIMITS A X COMMERCIALGENERAI.IJABILITY '`' Y 01IOe20^ 111M018 V1120'9 EACH OCCIJwt'ENcF S,B 0b0.oxR O: D ... CI hI A RENIED bLMS-MADE OCCUR S Ea OFc,nanNj )TJ MED I.Mir(AnY 1111,ppllah) K PeRSONA1 &AUV INJURY 2,J0D000 CI NI ACCPI r.3AH, g"'OryiODU PROr _ .. .... Fr;T C °RUDUOrs COMP(OPACIS .100,000 Or"kr, rt dL011000 .. _ A AUTOMOBILE LIABILITY Y Y GY440M202 1,"2015 WOOL I , M IN'I,M :LIMir b 004c.,"LO, XIKKLIW;IV.. X ANY AU10 BODILY INJURY(TAT Hror) S . A I0'MNI It 94 WR"I]UCfirM sumiYINJIpx (I ,,.H,,r,) I WPME:V:o J, u, , 9 Nn urd . HIRER AUTO'' AUTOS . 4rdcCUr 1Y).. _ $ S,R s eo0,or,0 UMBRELLA LIAB OCCUR EACH OCCURRENCE 5 ..., EXCESS LIAR CLAIMS MADEAuQPrOATI .5 WORKERS COMPENSATION PER 01rA, AND EMPLOYERS'LIABILITY YIN $TAIL!{; LIB.... .. AN' 1RDPRIEr0FIPAITI vERIEXECUTIVE El EADIACCIDE NI OIIICEWMEMUIR XU1,01D'r NIA -- -° (M tlnloryl NH( El DISEASE-.A EMPLOWIF8 yye.,or....mule mmee .. __... O'E 54Rp� TDNOFOOr RATIONS Uercw II UI FASr.VUI UY II V it 5 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES IACORD 101,Atltlilional Rem rMs Schedule,may 4eaHa[hed If more space is required) RE-.Lease of Equipment Caterpillar Financial Services Corporation is named as an Additional Insured CERTIFICATE HOLDER CANCELLATVON SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, Caterpillar Financial Services Corporation 2120 West End Avenue Nashville TN 37203-0001 AuawoftuEO RepResk live 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ADDITIONAL INSURED This endorsement modifies insurance provided under the following. COMMERCIAL GENERAL LIABILITY COVERAGE FORM PRODUCTS/COMPLEfEDOPERATIONS LIABILITY COVERAGE FORM LIQUOR LIABILITY COVERAGE FORM POLLUTION LIABILITY COVERAGE FORM SCHEDULE Name of Additional Insured Persons)or 0952ation(s : Designated Project, Location,or Work of Covered ,perations. i CHANGE SECTION II -WHO IS AN INSURED is amended to include. 4. The persons) or organization(s) shown in the Schedule above with whom you have agreed in a written contract to provide insurance such as is afforded under this Coverage Farm, is included as an Additional Insured subject to the below: a. Insurance forsuch Additional Insured(s)scheduled above shall be afforded only to the extent that such Additional Insured is liable for "bodily injury "property damage" or "personal and advertising injury' caused by your acts oromissions while actively engaged in the performance ofyourongoing operations involving the project(s), locations(s),orwork designated in the Schedule and as specified in the contract between you and the above scheduled Additional Insured(s). b. The insurance afforded under this Coverage Form to such Additional Insured(s)applies only. (1) If the 'occurrence" or offense takes place subsequent to the execution and effective date of such wdtter contract and, (2) While such written contract is in force, or until the end ofthe policy period, which ever occurs first. c. How Limits Apply to Additional Insured(s) The most we will pay on behalf of the Additional Insured(s)scheduled above is the lesser of. (1) The limits of insurance specified in thewritten contractor written agreement, or, (2) The Limits cf Insurance provided by the Coverage Form, The amount we will pay on behalf of such Additional Insured(s)shall be a part of, and not in addition to, the Limits of Insurance shown in the Coverage Form Declarations and described in this section Such amount will thus not increase the Limits of Insurance shown for the Coverage Form. SNGL 022 1111 Safety National Casualty Corporation Page 1 of 2 6 O O Ol m N O O O U V c ro a) H x._ .................._..................................___ '- O F- fi � m L E N E N o o - m in c L Q CO U o v a n m N o U O p cu `m >. N O_� m w N (n H co OCZ) a Cl) F L O ODZ �... LO v U d NU rn m o o E U T v N _ c r m D C ire 0 - i O m m f9 N T v ao ao 'o g 3 E = 0 Y T O O O > z a- 0 L w cu 0 u ° o a c aT �, E2 N N o N o o N o 0) ° O W e e L E Y a) u) m Q E w L O U # m O V " C 0 « m 0 o mY UaG4N sNs CLw aroi o 0 'T a Q m C o a) _ hoc o w ° Q O UN mL J co � h O Q) O a m O v of r/ co � (9 to a N a) a C o w �^ o 0 c � E o Q G C'jn� m U m E O v ro c Ol LS7 O a) V O Q a7 N O O E Q a+ (n p 0 a !E IF- SIC MMINERY Purchaser's Order ........................ ............. .......... DD ................. ................................... 3 0-01c -1 Di- I- ---------------------- I i 7'7-7,N-1......... N,�..............---=..........-F Fil F-- .............. -AIMS,"lUON, �Iva-4 ID 0,41 A DES'RIPTIO 9P EILJ PXEEIIT C31OE11[3 I PU,C,1AS10 ...................... ......................... Y 11 ... nrK .................................. ....................... .' _7 A D� D-, bJ nNAy �F: I A I �,,11 ] 7—-D— IF -D I fRADC IN rOwPMENT ---- -------------------------------------- ..................... =E • ................ .... ................................. --- W ............. -A' ................... uY Wr '40", ________----_________-- .. ... ........ 1- R,1 15 ll-3 c Dclp D0i-"-Fi'_E NG 1 11 I'D-i 1J 3 1-DDl-Ol DD PJI --r,C. nEE 41D 1, D,VS -DIS N-D1 (D1IFIA1- il liDlE 1111Dl- Illi T. .............................. ................................................................. IF 113 ill --ma I I'� F, l lo-11DI,IF, ........... 1c F ID D "I ll D— Vll� llo",I l�il 1� D, I ........... ----- -----------—--------------- --- ----------------- ------ -—-------- ........................................................ .......... can IrTDI THIS AGREEMENT IS SUBJECT TO THE TERMS ANC CON CITIONS ON THE REVERSE ................... 7 w Gam ADU U 1U`W ERMS AM) C0111I MS A.Terms of Pe ment PlarCh ilia 0 r im An as it)fIshy Ina be an hor a flown logelmi Nat` 8 111 a is III h d fr� "I" I p"'t,I tar!a Xia I anti q aver A I rnur fAr t,I I rill s wo(a I a A I n l rioucled withinXle talance and that are payawe by reason Of the I.of the Eorulon,ors Ali porrhrIl Shall I made w such address as Salter Inch,Orral&a time provoltes is Purchaser if any Almourh or the Impald Safarrhe is nor traffic runen ban Putchaser agrees M pay Seller a h)arqIe caicuoleo thert W 1114 rate of 1 25%per menji,from the data I'lli the derl"I amount vas due or at Si ol a I e equal (p 5% of the arsinquyart aimsure p,cI that fine Sharpe$hall not excerid the arrocurl irrif, Purclraseg nosily oinifjVi t�shit in day and Sell car dg2ry coflaro 2 AddI Taim-ri and Conditions I I(1 ( I,, ;uU,r,d [(;A'Jl I lr NA, I -NU a;1ij 1 111111,111119 Illit III)(1111111(ld Io 1,1r( I'IMI.;l r I'll I r 'IN I 11 XI 5l0N 0 QIJ, rj I rI (,IHZR )f,rrA,:i 5 11: (r A ci, I bryjqrt y r,""lN IN all', I,1,1,ref I IrC aft fIr TIrtl,10FErn,�fllj conallo"s on I NQAI�,�h nl� I"irnP t'1�I I a 1 1A Inv a 0 1 '�4rrtrasa, ,!-,nnovae l i,, , foaro ,,jQar I r,1,0 j,l- ,M1,11,01 act..... 7"" iil,t but IIIlt I Wfl 10 'Ir L WIHI OIARRAN-Y W, ;lftrl-sial a"ll EXC ,,ION "r coaly"'Or"-,I A 4,OD (J'�I"P ),11f If., If youin, -Av, ®rIlAv and lrr Pi,,crN ew i li, w,, aq, ", III IAlN thr I ii,,onolt r,11,� Ill",I r'd rr"r�Vl, A(; 1 46 P a I-I,, I S A X I, rS f I!fth'r I ll,�N E D 7�P, I rr C-I A 5 s Arl`�a�'�I lA N, 'I�J, I 1"5 AjI)C,-,n,A I I III S If ,).l ,�Hrfu,�,l NGI r,- 10T , Ayll'ED Arc, '-APAi0'I- Oct:Jvr�I NVI,-.�r v Cr t INAS(F ON2 616 t�VA'I ArAPII Or,AQ1 COylpq hirtr,,I�I,A I; M Ur l,) v i h`4 1 'I, tGf [I CO'N � -(I JVI 11 jrR(,'I'V 1 0, 1 1E I I'(,WIO 1,1 I" 'r fr Crrl ' .)"NIJ I II I I,f]l P11 C rI,,f ,)i, :S ,ii w) yvf Nd r l,1,( i V AI, I I l AN, R 0', i_: r S I I I I I .Iv U I I I) P,':l I V 1 7 J I..Off I t4 F 0 1 A I.. S A,k r_: V, I IN rcle or la) 4. ADD TIONAL DCrUM E NI S:,'wry porlor ar Me Unpaid Sdan�e Is Is Or,pad innwAf(j Ofv(�IN I I ami Feu ii pr r-i I( f'oi chaser aq I...n to . ..... rI w�,j ld:r SU Searle o S.Of ragref firarroinq slairrinfent-, r a other recurrents as SI,I rNI INN r,rt I(lJfll frfIL'If,rlrflk' I I DI&'1 to pinritf rllAr I,)oliflai I unar rr i lit.i, l ovIecled staourilly obi IN,She rquernell on ,Prins and fj Coil di Idea a ccep Isbell 10 IS"AW 5, ACCEPTANCE: MODIFIICAli This Order shalA he ulixi on Sell" only whin, It II been On") oravaped in vArrijing or behalf of Sauer by Sellers Sales Gran ch Morager and d the Seller ls extend In credit to the PurroltdreIr or ai!,IngonS for cre&fur the surch'if approved in wrrQ[nj oz Selich a cristut otearml NO x;f n ons of the rehMS and Ccrdilhrins opols ardor mall be effeI onrAl upon .Senor urross 1 5 111 wellurlig and execru trifer s Sales) Poll marjer,and ty saves's Credit ortiltriment -he terms and Core,hum,of�13 Order Strait nor be mollified Or frihorwisp offered by shiteml aria scions of sates scope Or others unless and urool fluff.,a Suco a written rhod,nC81iar, 6 SF CURI rY IN rFREST: 11 Inv to ,r(Xlll i If)ralYrom ol 11 1', driprill f,f; PI,i!,lNAqi!r Woolf,In x hf: if i ).,fu erronery wr,lots Isle 1 l ii I,I EN I I i rn(mlity INACIIi, I w p(, cdefd?PuiNtaffer pro.4 lei efihHl Ai r-)a %recmiryalycorr err I!lu l lijinliont 7 DELIVERY,11,11,51FECTON,and ACCEPTAII 7no Calrapoll is see F 0 R. the 4 c 8 locangn shown or,(Page I),of els Older Any delivery or flinching ,for any delay rr retwory,however occasioned 5eirer they ol the Er urnon! alIcteest On (Isal ll,Are the'"Itiald and appIeffirif and Sister fmaO not ce able I fil n Installments as the equipment becomes stronlable I-die and risk of loss Snarl pats to Prachaser Upor Jefirvery Delivery of the FrOupmenr io Purbilaser s�all take place alien pArlysmal POSISI of he P.rouipirAi a giver,IQ ProrchaseAr or to a Carrier or when me Geller rif Athecsors 'I Punna.se,Is place the Equipment In storage ArInChaver first occurs The cool of lire Eqoamort,on oaaro a carrier fill be cernof to occur st.rdaegdent IQ delivery If the fliquipmeni rs to be shipped Seller's authorzed to execute In Purenalmrs; lograt and carner's sainerifo bO of doing for Ove Equipment Vithroul being requiract in dOstar Selfer may, on bdr,alf of Purchase, advance tile COSR of all ping andlys Insurril for the Esit,pri I a the exhenI rIol separately Arictoll in calculating the urnaara 8abi Pur flahif'r 5 hood Ply rwalOWSIS talts' Or dis1`11110 for such cost purciffisinr a ree's IN Inspect after III tv Ettislorterl at fit S SOIL regarmi PAO(notly hfIg'.N9 As agree I be deemed in have actfspetric the oem Unlerys q ratifies Seller irst in (101 days follovanq receipt of and claimed IlIscrelpancy offtween tire It , mill as le S Al 'a an tPI 1I and tire Ilan as riticarcled by fushoreseir Ally oa,hr for sharrages sciffays or damages occurring aflor IOAAe, has ronAvil theEquorreni to a QaAner shni be made directly to Me affirrier and $61et shall have I ability,won Iesill all 8 PERFORMANCE EXCi Srtlw/snail not or, hahlo 10I,Sdkf"sigahrttlry Q ire"10"M ary or AI of If a aclgallf)"%TAInfurlder Out 10 causes beyond Si co net rdudolg car Rot irritate to ach, of r;,w rtcrs Nil AtrrAI Art lluwh Ircul, II-h; of cov,l or Ordinary aunmillos file weather solifil Qom Oner Ill AnOurboarsys, ;,vo GfOrn"I Woo de"ay" In Irani sprat liAlcri, ahl? (Atri!very by Sellers SuPpIlefs lut or othpir energy shortages or Pre natality is obtain necessary labor. notenoris 'AtIliffloys rININPAIII I manuiI facilities Ir any sifl.l- cause results in a delay in VmIfo(,n,fhph by Eclior, the ral of Me porfOrmancle shat be qxrefroes for a der IAN.ILIM to the Arne?Aai!cy rcoAon of lino o6ay,and such extension shelf be purchasers INiOugAve remedy 9. Af ano USED EQUIPMENT: Tire JI New Equipml,r I means ,oy Ali 'It rouppri hat are rIagnoored In Nogo(ii r uiw lq ipirI Ion lv%puilpos,,.fs or 11(-• wwranty pror,odd by the manufacturer thereof All offs falls of Equiprif are USI Sister Jules rd IrIfIr('311 01 01 radii h il llt ' of Nrrw �e quIIATOM are nusrad or newly PAranufaclurem or trat they wo'he moral -urril rl available from the 10,L]MITED WARRANTY and DISCLAIMER: Eacr item of i EqUoill AS erlitled to the borfirn,;of such wrwanlw'e.s ofe made,ir wnlirig by top manufacturer thereof as set fdrr on Inc s warranty form In Il at the thor this dear As Ar(aplphNj filar SM fAr If I is exprIstlitt "Oleo or IlPort5- I) Of Or's Order Ina! more IS a separate warranty of sf IfIV applies to one or more specified kern or erm arfrt Or Urns FINIInnent hl.ch Pom Cr louts are fl,n OA'Aj In the cohere;oi such flowranly as vur hills of, Sal 5 earonant furm rut SlInn wantifil AT affect at tree firm MIS Order ln accepted Any Sit or subIfArCt to any disrolamrI of wai and ImI of dill set fill if,, surdir &rn as y, isdarmers of Narfarlses and InAliallors of remeasey, sen form, below Pwrclhmx}r aCKod,,hedgel, neselifor cdf IhC rnat rand It lupllr:abll! I'lerm"ll IA)rfent avorranty III rrA tea III, of EquIort Suicnael undi i NI"S Order A--,K;q0l �OR A INAAAAI 'I, 1 , El �"I If 1, N!"''d , q( ft'll"I'l I All"IM:1 VV-I S"W CI '01 -Ni )i 'IJR, hrE WAll' Il ,Ii I l6 Al J(JIlFf-V,'-, A'-`; A` rIiA( (AO (,AI,lf: lD[ : I (,TS I IVARRANTY PROCEDURES Purchaser snall itroinpily cavity Serial,of Any clairr under anV special warranty;a,,ApA notice to ce 1,41 abortion to conartce withrawithfire PrOlot(i of the warranty) and to made the affected Ill of Equipment avaliao(l Ow mspeclion Il SAIII& Any replacements or opens in ad made by Saildi as a warranty recimsentarso of trip manutachdrer shall be made at a raparr and Sef facility Of Selien tl tenal dwing hrI busnifers,hand fire rust W the oBOSAXII Of ore EQUItanclo to and (too, tire service II of Seller cr'Is darilignee and the all of trip.SelAm a fewsorI travelled to art) from file lotolhor, or the II rimill and railroad r,*SI shAtH the borne solely by Purchaser The solute of any item of Ecitolorrol l uTchased nereurder IQ lulfill any applicablewartanlres all not allect file lam(Ity,of purchaser to Set for the puntraxis proe or Mal III or any other poll Of X(,OhI fir Seller 12 niSCLAIdAER and RUEASi 11 X( I,i1v III V- )N(:IIIN„, r [„k, lJ , ( fL, III p�. 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