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HomeMy WebLinkAboutCAG2022-055 - Original - The Huntington National Bank - Riverbend Golf Cart Use & Lease Agreement - 01/01/2022Pete Petersen Parks, Recreation & Community Services 01/20/2022 1/20/2022 1/18/2022 48006855.64510.5755 N/A The Huntington National Bank Lease 2445257 Original Riverbend Golf Cart Use and Lease Agreement 4 year Riverbend Golf Cart Use and Lease Agreement 333277.29 Bid Mayor, please sign at electronic pages: 6, 9, 10, 11, 18, 21, 22, 23, 29, 32, 33, and 34. Please do not sign pages 13, 24, and 35 (these pages will be signed once the actual equipment is delivered and accepted by Parks staff as conforming.) Kim, the Clerk needs to sign too at pages 9, 21, and 32. OK to sign, TW, 2/8/2022. 2/8/22 CAG2022-055 2/10/22 DocuSign Envelope ID: 7549F9EC-38FA-4B4B-92F8-F7A785BBCF3E IrdI Huntington LEASE AGREEMENT (EQUIPMENT RENTAL) 2. 3. 4. This "Lease": Lease Agreement Number 008-0742593-100 Dated June 9, 2021 "Lessee" City of Kent, Washington, 220 Fourth Ave. S, Kent, WA 98032 Fax: E-mail: "Lessor" The Huntin ton National Bank 1405 Xenium Lane North PCC180 Plymouth, MN 55441 Fax:319-833-4577 E-mail: customerservice financediv.com Number of Rental Payments Rental Payments Advances During a 48 month term that shall be based on the 48 date Lessor pays the Equipment supplier, a monthly payment of $5,114.88 (the "Standard Payment") is due beginning March, 2022 and each March, April, May, June, July, August, September and October thereafter until a total of 32 Standard Payments have been made. A payment of $0.00 is due each November, December, January and First:$0.00 February for a total of 16 $0 Payment Months. Last:$0.00 The Total Number of Rental Payments includes Total:$0.00 both the Standard Payment Months and the $0 Payment Months. The first due date for a "Standard Payment" will be determined by Lessor once it pays the Equipment supplier and the Lessee has provided a written acknowledgement of its acceptance of the Equipment. (Plus any applicable taxes) EQUIPMENT LOCATION & DESCRIPTION: MAXIMUM HOURS: 2019 W Meeker St, Kent, WA 98032: (36) 2022 E-Z-GO RXV Elite Lithium Golf Cars together with all attachments and N/A accessories thereto TERMS AND CONDITIONS --READ CAREFULLY BEFORE SIGNING RENTAL: Lessor rents to Lessee and Lessee rents from Lessor the equipment, furniture, fixtures, machinery, inventory, goods and software, as such terms are defined under the Uniform Commercial Code ("UCC"), described above and in any schedule made a part hereof, together with all replacements, replacement parts, repairs, returns, substitutions, additions, accessories, and accessions incorporated therein or attached thereto (collectively, "Equipment"), upon the terms and conditions set forth herein. The parties intend this Lease to be governed by Article 2A of the UCC. Pursuant to Article 2A, Lessee is entitled to the promises and warranties, including those of any third party, provided to Lessor by the Equipment supplier. Lessee may contact the Equipment supplier and receive an accurate and complete statement of the promises and warranties, including any disclaimers and limitations of them or of remedies. PAYMENTS: Other than as set forth in a rider hereto, rental payments are due monthly, beginning the date designated by Lessor and continuing on the same day of each month as provided for in the above Rental Payment schedule. Lessor may change the payment only with Lessee's written agreement through an amendment to this Lease. EQUIPMENT ACCEPTANCE: Lessee shall have accepted the Equipment for purposes of this Lease upon Lessee's delivery of a signed delivery and acceptance certificate to Lessor signed by an authorized representative of Lessee. Lessee represents that any agent of Lessee who verifies delivery and acceptance of the Equipment by signing a writing acknowledging delivery and acceptance has actual authority to do so. Upon the parties' mutual acceptance of this Lease, THIS LEASE SHALL BE NON -CANCELABLE, and Lessee's obligations hereunder shall not abate for any reason other than as provided for in this Lease. DISCLAIMER OF WARRANTIES: AS BETWEEN LESSOR AND LESSEE, THE EQUIPMENT IS BEING RENTED IN "AS IS" CONDITION, PROVIDED HOWEVER, THAT LESSEE'S ACKNOWLEDGEMENT OF LESSOR'S WAIVER OF WARRANTIES UNDER THIS LEASE SHALL NOT IN ANY WAY IMPACT OR AFFECT ANY WARRANTIES, EXPRESS OR IMPLIED, BETWEEN LESSEE AND THE EQUIPMENT SUPPLIER OR VENDOR. LESSEE AGREES THAT LESSOR IS NOT THE MANUFACTURER OR SUPPLIER OF THE EQUIPMENT. LESSEE HAS SELECTED THE EQUIPMENT BASED UPON ITS OWN JUDGMENT AND ACKNOWLEDGES THAT LESSOR HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, DIRECT OR INDIRECT, EXPRESS OR IMPLIED, AS TO THE SUITABILITY, DURABILITY, DESIGN, OPERATION OR CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY, FITNESS FOR USE FOR ANY PARTICULAR PURPOSE, OR OTHERWISE. No broker, equipment supplier, or other person (other than an employee of Lessor) is an agent of Lessor. Golf RentalAgreement_Muni ver. 03.22.21 444464 12/20/2021 6:43 AM Pagel of 5 DocuSign Envelope ID: 7549F9EC-38FA-4B4B-92F8-F7A785BBCF3E 5. GOVERNING LAW, VENUE OF LITIGATION: THIS LEASE, AND ALL MATTERS ARISING FROM THIS LEASE, INCLUDING ALL INTEREST AND FINANCE CHARGES HEREUNDER, SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WASHINGTON. TO THE EXTENT PERMITTED BY LAW, THE PARTIES HEREBY WAIVE THEIR RIGHT TO A JURY TRIAL. THE PARTIES MAY ENFORCE THIS LEASE IN ANY STATE OR FEDERAL COURT LOCATED IN THE STATE OF WASHINGTON HAVING LAWFUL JURISDICTION THEREOF. 6. SECURITY AGREEMENT: In the event this Lease is determined to be governed by Article 9 of the UCC, Lessee hereby grants Lessor a security interest in all Equipment financed by or rented from Lessor, of any kind or nature whatsoever, wherever located, whether now owned or hereafter acquired, and all returns, repossessions, substitutions, replacement parts, accessories, and accessions thereto and thereof, and all proceeds thereof, to secure all present and future obligations of Lessee to Lessor, of every type and description and howsoever evidenced. This Lease shall be construed so that interest, the applicable interest rate and other charges shall not exceed that allowed by applicable law, and any payment that otherwise would be deemed unlawful will be applied first to prepay principal and then refunded to Lessee. 7. APPOINTMENT OF ATTORNEY IN FACT: Lessee authorizes Lessor, its successors and assigns to cause this Lease, or any other document(s) showing the interest of Lessor, including but not limited to UCC financing statements, to be authenticated and filed or recorded. In addition, Lessee appoints Lessor, its successors and assigns, as Lessee's attorney -in -fact (1) to arrange for property damage coverage under a policy of insurance and to transmit Lessee's premium payments to the insurer on behalf of Lessee in the event that Lessee fails to insure the Equipment as required under Section 12, (2) to deal with and to direct said insurer as to any matter concerning the claim for, disposition of, and/or application of proceeds from any policy of insurance, and (3) to receive payments and execute and endorse all documents, checks, drafts, or other instruments necessary or advisable to secure payments due under any policy of insurance. These appointments and authorizations shall be continuous. Nothing in this paragraph shall relieve Lessee of its duty to procure required insurance, to make timely insurance claims, and to otherwise cooperate with insurance carriers and Lessor in seeking insurance coverage and recoveries. 8. UNCONDITIONAL OBLIGATION: Except in the event of termination under Section 19 for non -appropriation, Lessee agrees to be unconditionally obligated to pay all payments and other amounts due hereunder no matter what happens, even if the Equipment is damaged or destroyed, if it is defective, if Lessee no longer can use it, or if the manufacturer or supplier ceases doing business or cannot service and/or support the Equipment, and irrespective of any set-off, counterclaim, defense, or other right which Lessee may have against Lessor or any other person. 9. USE: Lessee agrees that the Equipment will be used for business purposes only and such use shall be in compliance with all applicablc laws. Lessee shall maintain the Equipment in good repair and working order at Lessee's sole expense. 10. TAXES: Lessee agrees to pay all taxes, fees, and governmental charges related to this Lease, which during the term of this Lease or at anytime thereafter may be imposed. If Lessor pays any of the above for Lessee, Lessee agrees to reimburse Lessor on demand, plus interest. Lessor shall not be obligated to contest any valuation of or tax imposed on the Equipment or this Lease. 11. INDEMNITY: To the extent permitted by law, Lessor is not responsible for any losses or injuries caused by the Equipment. Lessee agrees to indemnify Lessor with respect to all claims for losses imposed on, incurred by, or asserted against Lessor, including attorneys' fees and expenses plus interest, where such claims arise or are caused by Lessee's negligence, and Lessee agrees to obtain indemnification from the Equipment supplier to indemnify Lessor for claims related to the Equipment that are not attributable to the Lessee's negligence. Further, Lessee shall, if requested by Lessor, defend Lessor against any claims for losses or injuries caused by the Lessee's negligent performance of this Lease. This provision shall survive the cancellation, termination or expiration of this Lease. 12. INSURANCE: Lessee shall keep the Equipment insured against loss for not less than its replacement cost or such greater amount as may be prescribed by any applicable state law specifying minimum insurance requirements, and shall carry public liability insurance, both personal injury and property damage. Lessee shall name Lessor as an additional insured and as loss payee. If Lessee fails to procure insurance, Lessor may obtain same and pay the amount due thereon as provided for under Section 7 of this Lease and Lessee shall reimburse Lessor upon demand and, if required by Lessor, shall pay interest on such sums due and owing at a rate of up to 18% per annum, but in no event more than the maximum rate permitted by law. With respect to any policy obtained by Lessor under Section 7, Lessor may charge a monthly administrative fee. Any insurance proceeds received with respect to the Equipment will be applied, at the option of Lessor, to repair, restore, or replace the Equipment, or to pay Lessor the remaining balance and any other amounts payable hereunder. 13. LATE CHARGES: If Lessee is delinquent in paying any sum due, Lessee shall pay a charge to offset collection expenses on such delinquent payment of $25.00 or an amount of up to ten percent (10%) of the payment amount that is past due, whichever is greater, but in no event more than allowed by applicable law. In addition, Lessor will impose a surcharge of up to $30 or the maximum allowed under applicable law for any dishonored payment. 14. DEFAULT: Any of the following constitute default: (1) Lessee fails to pay any sum due Lessor; (2) Lessee fails to observe or perform any other term of this Lease; (3) Lessee encumbers or disposes of the Equipment without Lessor's written consent; (4) The filing by or against Lessee or any guarantor of Lessee's obligations to Lessor ("Guarantor") of a petition under the Bankruptcy Code or any other insolvency law; (5) The voluntary or involuntary commencement of any formal or informal proceeding for dissolution, liquidation, settlement of claims against or winding up of Lessee's or a Guarantor's affairs, or Lessee or a Guarantor, if applicable, ceases doing business of going concern; (6) Any representation or warranty made by Lessee or a Guarantor in connection herewith proves to have been materially misleading; (7) Lessee is in default under any other contract or agreement with Lessor; (8) any Guarantor repudiates or attempts to revoke any guaranty of Lessee's obligations to Lessor related to this Lease. 15. REMEDIES: Upon an occurrence of default, Lessor may exercise one or more of the following remedies: (1) Declare due, sue for, and receive from Lessee the sum of all payments and other amounts then due and owing in the current fiscal year under this Lease or any schedule hereto, (2) Require Lessee to return the Equipment at its own expense to any reasonable location Lessor designates; (3) Cancel or terminate this Lease or any other agreement between Lessee and Lessor; (4) Charge Lessee interest on all monies due hereunder from and after the date of default at the rate of 18% per annum, compounded monthly until paid in full, but in no event more than the maximum rate permitted by law; (5) Charge Lessee for any other amounts provided for in this Lease. hi addition, Lessor may use any other remedies available to it under applicable law. These remedies will be applied, to the extent allowed by law, cumulatively. No delay in exercising any right or remedy shall operate as a waiver of any right or remedy or modify the terms of this Lease. A waiver of default shall not be construed as a waiver of any other or subsequent default. In addition to all of Lessor's other rights and remedies, Lessee agrees to pay Lessor all costs and expenses, including attorneys' fees, Golf Rentaftreement_Muni ver. 03.22.21 444464 12/20/2021 6:43 AM Page 2 of 5 DocuSign Envelope ID: 7549F9EC-38FA-4B4B-92F8-F7A785BBCF3E incurred by Lessor in exercising or attempting to exercise any of its rights or remedies. If appropriate in the circumstances, remedies will include those available under Article 9 of the UCC. 16. ASSIGNMENT: Lessee may not sublet, lend, assign, or pledge this Lease, the Equipment, or any interest in either, or permit any lien or security interest thereon. Upon notice and acceptance by Lessee, which acceptance shall not be unreasonably withheld, any and all of Lessor's interest and rights in the Equipment and under this Lease may be assigned, pledged, or otherwise disposed of. Each assignee shall be entitled to exercise all rights and remedies of Lessor with respect to any and all obligations assigned to such assignee, and all references herein to "Lessor" shall include Lessor's assignee, except that said assignee shall not be chargeable with any obligations or liabilities of Lessor hereunder. Lessee will not assert against Lessor's assignee any defense, counterclaim or setoff on account of breach of warranty or otherwise in any action for payment or for possession brought by Lessor's assignee. Any assignment of this Lease by Lessee, whether or not permitted by Lessor, shall not release Lessee from its obligations hereunder. 17. RETURN OF EQUIPMENT: At the end of the original term of this Lease, or if this Lease is terminated under Section 19, Lessee must return the Equipment at its own expense, to Lessor or to a third -party designated by Lessor, and as applicable, the following must be true: All safety equipment must be in place and meet applicable federal, state and other governmental standards; All covers and guards must be in place with no sheet metal, plastic or cowling damage; All parts, pieces, components and optional equipment must be present, installed and operational; All accessories shall be returned in proper order; All motors shall operate smoothly without overheating and shall have good bearings and bushings; All electronic controls shall operate per manufacturers' specifications; Controls which bypass normal operations shall be repaired at Lessee's expense; All electrical systems shall be able to provide electrical output as specified by the manufacturer; All batteries shall be in good, safe operating condition with no dead cells or cracked cases; Batteries shall hold a charge and provide adequate power to operate the Equipment; All Equipment shall have serviceable tires, with 50% remaining tread, retaining proper air pressure, and without repair patches; All oil and grease seals must contain lubrication in the manufacturer's designed reservoir; All Equipment must have a relatively clean appearance; All Equipment must be free from excessive wear necessitating major component repair or replacement caused by lack of recommended maintenance detailed in Equipment operation/maintenance manuals; All Equipment shall be free from structural damage or bent frames; Any usage or metering devices must not have been altered in any way; All Equipment attachments, if any, must be in good operating condition; All hydraulic cylinders must not be bent, nicked, gouged or leaking. If the Equipment is an electric golf car, then in addition to the above return provisions: (i) the golf car must be able to transport two (2) people and their golf clubs; (ii) all batteries and battery terminals must be clean, free of corrosion and have proper battery water levels; and (iii) each golf car must include operable battery chargers. Additionally, all Equipment must be able to complete the following tests: operate normally in forward and reverse directions through all its speed ranges or gears, steer normally right and left in both forward and reverse, have all functions and controls work in a normal manner, be able to stop with its service brakes in a safe distance in both forward and reverse, operate without leaking any fluids, perform its designed functions in a satisfactory manner, and all cutting units (if applicable) must be able to lower, turn on, run, raise and shut off as they are designed to do. If any Equipment is damaged or does not meet the standards set forth above for the return condition of such Equipment or if Lessee fails to discharge Lessee's obligations set forth under this Lease with regard to any Equipment, Lessee shall remit to Lessor, immediately upon demand, the Stipulated Loss Value of such Equipment. The "Stipulated Loss Value" for a particular piece of Equipment shall be an amount equal to: (i) the total of all monthly payments and other amounts, if any, due under the Lease with respect to such Equipment as of the date of payment of the Stipulated Loss Value, plus (ii) all rent not yet due for the Equipment for the remaining term of this Lease, discounted from their respective due dates at the rate of 3% per annum, plus (iii) the Equipment's "Anticipated Residual Value" as determined by Lessor's books as of the date of this Lease. Return Condition Standards applicable when the Equipment is Golf Cars. The Return Condition Standards for golf cars are as follows: (a) Equipment must start, stop, and turn properly; (b) Mechanically, all Equipment must be in operable condition upon return and capable of being driven onto a transporter; (c) Cosmetically, all Equipment and component parts are to be returned operable and complete according to the original state, reasonable wear and tear expected; (d) All equipment shall have serviceable tires, with 50% remaining tread, retaining proper air pressure, and without repair patches; (e) All gauges will be operative and all fluid levels to manufacturer's specifications; and, (f) if the Equipment is an electric golf car, then in addition to the other Return Condition Standards: (i) the golf car must be able to transport two (2) people and their golf clubs; (ii) all batteries and battery terminals must be clean, free of corrosion and have proper battery water levels; and, (iii) each golf car must include operable battery chargers. Any missing Equipment and parts or damage to the Equipment will result in a separate billing at replacement cost or fair market value. Failure to do so, and at Lessor's sole discretion, is a default under this Lease, and in all cases will result in automatic conversion of this Lease to a month -to -month rental agreement on the same terms. Conversion to a month -to -month rental agreement shall not operate to waive any of Lessor's rights herein. 18. REPRESENTATIONS AND WARRANTIES: Lessee represents and warrants to Lessor that as of the date hereof, and throughout the term of the Lease: (a) Lessee is a political subdivision of the state or commonwealth in which it is located and is organized and existing under the constitution and laws of such state or commonwealth; (b) Lessee has complied, and will comply, fully with all applicable laws, rules, ordinances, and regulations governing open meetings, public bidding and appropriations required in connection with the Lease, the performance of its obligations under the Lease and the acquisition and use of the Equipment; (c) the person(s) signing the Lease and any other documents required to be delivered in connection with the Lease (collectively, the "Documents") have the authority to do so, are acting with the full authorization of Lessee's governing body, and hold the offices indicated below their signatures, each of which are genuine; (d) the Documents are and will remain valid, legal and binding Leases, and are and will remain enforceable against Lessee in accordance with their terms; and (e) the Equipment is essential to the immediate performance of a governmental or proprietary function by Lessee within the scope of its authority and will be used during the term of the Lease only by Lessee and only to perform such function. Lessee further represents and warrants to Lessor that, as of the date each item of Equipment becomes subject to the Lease and any applicable schedule, it has funds available to pay all Lease payments payable thereunder until the end of Lessee's then current fiscal year and will request future appropriations sufficient to fulfill Lessee's obligations under this Lease. 19. TERMINATION FOR GOVERNMENTAL NON -APPROPRIATIONS: To the extent permitted by applicable law, Lessee agrees to take all necessary and timely action during the Lease term to obtain and maintain funds appropriations sufficient to satisfy its payment obligations under the Lease (the "Obligations"), including, without limitation, providing for the Obligations in each budget submitted to obtain applicable appropriations, causing approval of such budget, and exhausting all available reviews and appeals if an appropriation sufficient to satisfy the Obligations is not made. Notwithstanding anything to the contrary provided in the Lease, if Lessee does not appropriate funds sufficient to make all payments due during any fiscal year under the Lease and Lessee does not otherwise have funds available to lawfully pay the Lease payments (a "Non -Appropriation Event"), and provided Lessee is not in default of any of Lessee's obligations under this Lease as of the effective date of Golf Rentaftreement_Muni ver. 03.22.21 444464 12/20/2021 6:43 AM Page 3 of 5 DocuSign Envelope ID: 7549F9EC-38FA-4B4B-92F8-F7A785BBCF3E such termination, Lessee may terminate this Lease effective as of the end of Lessee's last funded fiscal year ("Termination Date") without liability for future payments or the early termination charge under this Lease, if any, by giving at least 60 days' prior written notice of termination ("Termination Notice") to Lessor. If Lessee terminates the Lease prior to the expiration of the end of the original term of this Lease as permitted under the terms of this Lease or as set forth herein or in any schedule, Lessee shall (i) on or before the Termination Date, return the Equipment subject to the terminated Lease in accordance with the return requirements set forth in this Lease, (ii) provide in the Termination Notice a certification of a responsible official that a Non -Appropriation Event has occurred, (iii) deliver to Lessor, upon request by Lessor, an opinion of Lessee's counsel (addressed to Lessor) verifying that the Non -Appropriation Event as set forth in the Termination Notice has occurred, and (iv) pay Lessor all sums payable to Lessor under this Lease up to and including the Termination Date. Lessee acknowledges and agrees that, in the event of the termination of this Lease and the return of the Equipment as provided for herein, Lessee shall have no interest whatsoever in the Equipment or proceeds thereof and Lessor shall be entitled to retain for its own account the proceeds resulting from any disposition or re -leasing of the Equipment along with any advance rentals, security deposits or other sums previously paid by Lessee pursuant to the terms of the Lease. 20. DELIVERY OF CERTAIN DOCUMENTS AND RELATED REQUIREMENTS: Lessee will execute or provide, as requested by Lessor, annual budget and financial information and such other documents and information, including an opinion of Lessee's counsel as to the validity and enforceability of this Lease, as are reasonably necessary with respect to the transaction contemplated by this Lease. If Lessee is a "Registered Organization" (as such term is defined in the UCC), then Lessee will: (i) upon request of Lessor, provide copies of its applicable registered organization documents; and (ii) not change its legal name or its chief executive office or state of organization, without, in each case, giving Lessor at least 30 days' prior written notice of any such event. 2LEXCESS USAGE AND SUPPLEMENTAL RENTALS (APPLICABLE TO TURF CARE AND MAINTENANCE EQUIPMENT ONLY): At the end of the original term of the Lease, Lessee shall remit to Lessor $5.00 per hour on each piece of Equipment that has hourly use in excess of the maximum hours as indicated above. Lessee shall remit such amounts within ten (10) days of Lessor's written demand. The hours of use of a particular item of Equipment shall be determined by the hour meter attached to said Equipment, provided that such meter remains operable and accurate. If any such hour meter becomes inoperable or inaccurate, Lessee shall immediately repair or replace same, and shall immediately notify Lessor in writing of such event and of the correct hours of usage of such Equipment during the period of time the hour meter was inoperable or inaccurate. Lessee shall promptly furnish Lessor such information as Lessor may reasonably request from time to time in order to document the hours of usage of the Equipment. If this Lease terminates or is cancelled prior to the end of the original term of the Lease, then the Maximum Hours specified above shall be reduced pro rata based on the number of months remaining in the current year or original term of the Lease, as applicable. 22. LESSEE WAIVERS: To the extent permitted by law, Lessee waives all rights and remedies against Lessor provided by Article 2A of the UCC. All other rights and remedies available at law are expressly reserved and shall remain available to Lessee. Lessor will not be liable for specific performance of this Lease or for any losses, damages, delay, or failure to deliver the Equipment. 23. GENERAL: This Lease may, in Lessor's sole discretion, be delivered and/or reproduced by facsimile, optical scanning or other electronic means ("e-copy") and such e-copy or a printed version thereof shall be enforceable as an original and admissible as such in any court or other proceeding, provided that there shall be only one original of this Lease and it shall bear the original ink or electronic signature of Lessor and be marked "Original." Each party's electronic signature on this Lease shall be unconditionally valid and legally enforceable, and each party agrees not to contest the validity or enforceability of any electronic signature (or the authority of the electronic signer to sign). To the extent that this Lease constitutes chattel paper (as that term is defined by the Uniform Commercial Code), a security or ownership interest intended to be created through the transfer and possession of this Lease can be done only by the transfer of the "Original" bearing the original ink or electronic signature of Lessor; provided that, if the "Paper Out" process shall have occurred, or if there shall simultaneously exist both the "Paper Out" printed version and an electronic version of this Lease, then the "Paper Out" printed version of such document bearing the legend "Original" applied by Lessor shall constitute the sole chattel paper original and authoritative version. If Lessor permit Lessee to deliver this Lease or any related document to Lessor via facsimile or other electronic means, Lessee shall deliver to Lessor, promptly on request, such document bearing Lessee's electronic or "wet ink" signature; provided that neither delivery nor failure to deliver the document bearing Lessee's electronic or "wet ink" signature shall limit or modify the representations and agreements set forth above. This Lease shall inure to the benefit of and is binding upon the parties and their heirs, personal representatives, successors, and assigns. This Lease represents the entire agreement between the parties, superseding all prior or contemporaneous negotiations, discussions, understandings, or agreements pertaining to the subject matter hereof. This Lease shall not be modified without both parties' written consent. If any provision of this Lease is deemed unenforceable, then such provision shall be deemed deleted and all other provisions of this Lease shall remain in full force and effect. Any written notice hereunder shall be deemed given when delivered personally, deposited with a nationally recognized overnight courier (with all fees pre -paid), delivered via facsimile or e-mail (with confirmation of transmission), or deposited in the United States mails, certified or registered mail, addressed to recipient at its address set forth above or such other address as may be substituted therefor by notice given pursuant to the terms hereof. Lessee hereby agrees that Lessor, including its vendors, service providers, partners, affiliates successors and assigns, may contact Lessee at any telephone number provided to Lessor, by placing voice telephone calls (including use of automatic telephone dialing systems or prerecorded voice messaging). Lessee authorizes, and represents that all Lessee's principals have authorized, Lessor to obtain such credit bureau reports and make such other credit inquiries with respect to Lessee and such principals as Lessor deems appropriate throughout the term of this Lease. On written request, Lessor will identify any reporting agency used for such a report. Lessee agrees that Lessor may receive from and disclose to other persons, including credit reporting agencies and respective equipment vendors and suppliers, information about Lessee's accounts and credit experience. Lessee hereby authorizes any person to release to Lessor credit experience and account information relating to Lessee. Lessee shall execute and deliver to Lessor such other documents and provide such information, including information identifying the owners of Lessee and its affiliates and their respective ownership interests, as Lessor may reasonably deem necessary to comply with laws or regulations applicable to Lessor or Lessee, including laws and regulations requiring Lessor to obtain Lessee's certification of its beneficial owner(s) prior to making payment(s) to Lessee during or after the term of this Lease. Under federal law, Lessor must obtain, verify and record identifying information for each person opening an account. Lessor will ask for Lessee's name, address, date of birth and other identifying information. Lessor may also ask for Lessee's driver's license or other identifying documents. This Lease shall not be deemed terminated until Lessee has fulfilled all obligations herein. Time is of the essence for all purposes of this Lease. Golf Rentaftreement_Muni ver. 03.22.21 444464 12/20/2021 6:43 AM Page 4 of 5 DocuSign Envelope ID: 7549F9EC-38FA-4B4B-92F8-F7A785BBCF3E ADDITIONAL TERMS AND CONDITIONS Lessee acknowledges having read the terms and conditions printed above, and unconditionally agrees to same. Lessee requests that Lessor countersign this Lease and requests and hereby authorizes Lessor to pay the Equipment vendor/manufacturer. Lessor: The Huntington National Bank Lessee: City of Kent, Washington By: DocuSigned by: By: AIn A 93E99DUED24442... THIS LEASE IS NOT BINDING UNTIL ACCEPTED BY LESSOR Title: Dana Ralph, Mayor Golf RentalAgreement_Muni ver. 03.22.21 444464 12/20/2021 6:43 AM Page 5 of 5 OFFICE OF THE CITY ATTORNEY CIVIL DIVISION Arthur “Pat” Fitzpatrick, City Attorney 220 4th Avenue South Kent, WA 98032 Fax: 253-856-6770 PHONE: 253-856-5770 City of Kent Office of the City Attorney Mayor Dana RalphKentWA.govOPINION OF COUNSEL February 8, 2022 Lessee: City of Kent, Washington 220 Fourth Ave. S, Kent, WA 98032 Lessor: The Huntington National Bank 1405 Xenium Lane North (PCC180) Plymouth, MN 55441 Re: Contract 008-0742593-100, dated as of June 9, 2021, by and between City of Kent, Washington and Lessor Ladies and Gentlemen: I have acted as counsel to Lessee with respect to the contract described above (the "Lease") and various related matters, and in this capacity have reviewed a duplicate original or certified copy of the Lease and exhibit thereto. Based upon the examination of these and such other documents as I deem relevant, it is my opinion that: 1.Lessee is a public corporation and political subdivision of the State of Washington (the "State") duly organized, existing and operating under the Constitution and laws of the State. The full, true, and correct legal name of Lessee is the City of Kent. 2.The Uniform Commercial Code, as adopted in the State (the "UCC"), and no other statute of the State, governs the creation, perfection, priority or enforcement of a security interest created by Lessee. 3.Lessee is authorized and has power under State law to enter into the Lease, and to carry out its obligations thereunder and the transactions contemplated thereby. 4.The Lease and the other documents described above have been duly authorized, approved, executed and delivered by and on behalf of Lessee, and the Lease is a valid and binding contract of Lessee enforceable in accordance with its terms, except to the extent limited by State and Federal laws affecting remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. February 8, 2022 Page: 2 5.The authorization, approval and execution of the Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, public bidding laws, and all other applicable State and Federal laws. 6.The execution of the Lease and the appropriation of moneys to pay the payments coming due under the Lease do not result in the violation of any constitutional, statutory, or other limitation relating to the manner, form, or amount of indebtedness which may be incurred by Lessee. 7.There is no litigation, action, suit, or proceeding pending or before any court, administrative agency, arbitrator, or governmental body, that challenges the organization or existence of Lessee; the authority of the organization or existence of Lessee; the authority of its officers; the proper authorization, approval and execution of the Lease and the other documents described above; the appropriation of monies to make Rental Payments under the Lease for the current fiscal year, or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby. This opinion of counsel may be relied upon by Lessor and its successors and assigns. Very truly yours, Tammy White Deputy City Attorney DocuSign Envelope ID: 7549F9EC-38FA-4B4B-92F8-F7A785BBCF3E IN�II Huntington CERTIFICATE OF INCUMBENCY LEASE NO. 008-0742593-100 DATED AS OF June 9, 2021 Kim Komoto I, , do hereby certify that I am the duly elected or appointed and acting Clerk/Secretary of City of Kent, Washington (the "Lessee"), a political subdivision duly organized and existing under the laws of the State of Washington, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names. NAME TITLE Dana Ralph Mayor SIGNATURE DocuSigned by: V-� ) L 93E99D67ED24442... IN WITNESS WHEREOF, I have duly executed this certificate this day of 120 DocuSigned by: Signed: twt W- b 7ED243939C2341D... Title: City Clerk NOTE: The Clerk or Secretary of the Lessee should sign unless that person is also the signor of the documents in which case the President or some other Officer of the Lessee should execute this document. Muni_ Lease_ Incumbency v.01.12.17 444464 S 12/10/2021 12:27 PM DocuSign Envelope ID: 7549F9EC-38FA-4B4B-92F8-F7A785BBCF3E IN�II Huntington The "Contract": Lease Number 008-0742593-100 dated June 9, 2021 "Lessee" City of Kent, Washington, 220 Fourth Ave. S, Kent, WA 98032 "Lessor" The Huntington National Bank, 1405 Xenium Lane North (PCC180), Plymouth, MN 55441 Self -Insurance Addendum This Addendum is part of, and reference is hereby made to, the above -referenced Contract between Lessee and Lessor. Notwithstanding the provisions in the Contract requiring Lessee to procure and maintain insurance, so long as Lessee is not in default under the Contract or any other agreement between Lessor and Lessee, and provided that there shall be no material adverse change in the financial condition of Lessee from and after the date of this Addendum (as determined by Lessor in its sole discretion), Lessee may self -insure against physical loss or damage to the Equipment, as defined in the Contract, to the same extent it self -insures equipment and other goods which it owns that are similar in nature to the Equipment, provided such self-insurance program is not inconsistent with prudent industry practice. Lessee shall deliver to Lessor a self-insurance certificate with respect to Equipment which Lessee will self -insure, substantially in the form attached to this Addendum. In the event (a) Lessee ceases to be self -insured or elects not to be self -insured with respect to a specific item of Equipment, or (b) Lessor notifies Lessee that Lessee may no longer self -insure due to a default having occurred under the Contract or another agreement between Lessee and Lessor or due to a material adverse change in the financial condition of Lessee, then this Addendum shall become void and Lessee shall immediately procure and maintain all insurance as required pursuant to the terms of the Contract, but excluding the terms of this Addendum. Except as expressly set forth in this Addendum, nothing herein shall be deemed to modify Lessee's obligations under the Contract. Dated as of February 17, 2022 Lessee: City of Kent, Washington By: FDocuSigned by: V A of L Dana Ralph, Mayor 93E99DUED24442... SelIInsurance Addendum ver. 06.09.2014 444464 S 12/10/2021 12:18 PM DocuSign Envelope ID: 7549F9EC-38FA-4B4B-92F8-F7A785BBCF3E The "Contract': Lease Number 008-0742593-100 dated June 9, 2021 "Lessee" City of Kent, Washington, 220 Fourth Ave. S, Kent, WA 98032 "Lessor" The Huntington National Bank, 1405 Xenium Lane North (PCC180), Plymouth, MN 55441 SELF-INSURANCE CERTIFICATE - PROPERTY DAMAGE To Lessor: This is to acknowledge that the above -referenced Lessee is under a self-insurance program for physical loss or damage with respect to the Equipment described in the Contract between Lessee and Lessor, for any loss or damage to the Equipment. Lessee further certifies that it will notify Lessor in writing, via certified mail, in the event of any theft, loss, damage or other casualty to the Equipment within 48 hours of the date of such occurrence. Dated as of February 17, 2022 DOCUSigned by: Lessee: City of Kent, Washington By: FVAS A r�L Dana Ralph, Mayor 93E99DUED24442... SelIInsurance Addendum ver. 06.09.2014 444464 S 12/10/2021 12:18 PM DocuSign Envelope ID: 7549F9EC-38FA-4B4B-92F8-F7A785BBCF3E IN�II Huntington To: City of Kent, Washington 220 Fourth Ave. S Kent, WA 98032 Advance Payments/SecurityPayments/Security Deposit Description First Payment in Advance Last Payment in Advance Other Fees/Charges Invoice Total Due Date of Invoice: Application Number: Contract Number: Contract Payment Sales/Use Tax $0.00 $0.00 $0.00 $0.00 Invoice 12/10/2021 444464 008-0742593-100 Other Amount $0.00 $0.00 $0.00 $0.00 Sub Total Fee Description Documentation Fee $0.00 Amount $250.00 Other Fees/Charges Sub Total $250.00 I Invoice Total Due 1 $250.00 1 Remit Payment with 866-465-3149 Completed Documents to: OR The Huntington National Bank 1405 Xenium Lane North (PCC180) Plymouth, MN 55441 Invoice Waterloo v.08.01.12 444464 S 12/10/2021 12:18 PM iN�II Huntington Delivery and Acceptance "Lessee" City of Kent, Washington, 220 Fourth Ave. S, Kent, WA 98032 "Lessor" The Huntington National Bank, 1405 Xenium Lane North (PCC180), Plymouth, MN 55441 Delivery and Acceptance agreement attached to and made a part of Lease 008-0742593-100 dated June 9, 2021 (the "Lease"). This Certificate relates to the Equipment (the "Equipment") that is described in the Lease. Pursuant to the Lease, Lessee acknowledges that Lessor has acquired the Equipment in connection with the Lease and Lessee has either received a copy of the purchase agreement with the vendor of the Equipment on or before signing the Lease or has approved such purchase. Lessee hereby represents, warrants and certifies that (i) all of the Equipment has been delivered to Lessee at the Equipment Location set forth in the Lease and has been installed, tested and inspected by Lessee or duly authorized representatives of Lessee, (ii) the Equipment Description set forth in the Lease is complete and correct, (iii) the Equipment, together with any supporting documentation, is exactly what Lessee ordered, is in good working order, is satisfactory in all respects and has been accepted by Lessee under the Lease as of the Acceptance Date set forth below, and (iv) there has been no adverse change in the business or financial condition of Lessee or any guarantor of the Lease since the day the most recent financial statement of Lessee or any guarantor was submitted to Lessor. If Lessee has made a deposit to the Equipment vendor(s), by signing this Certificate, Lessee hereby transfers all of Lessee's right, title and interest in and to the Equipment to Lessor, except to the extent set forth in the Lease, whether or not Lessee has been reimbursed for the deposit(s). IMPORTANT: LESSEE SHOULD SIGN THIS CERTIFICATE ONLY AFTER LESSEE HAS RECEIVED AND IS COMPLETELY SATISFIED WITH THE EQUIPMENT. BY SIGNING THIS CERTIFICATE, LESSEE (1) IS IRREVOCABLY ACCEPTING THE EQUIPMENT, (2) BECOMES ABSOLUTELY AND IRREVOCABLY OBLIGATED TO LESSOR UNDER THE LEASE, AND (3) MAY NOT THEREAFTER REJECT THE EQUIPMENT, CANCEL OR TERMINATE THE LEASE OR DENY ANY STATEMENT MADE IN THIS CERTIFICATE, FOR ANY REASON WHATSOEVER Acceptance Date: Lessee: City of Kent, Washington By: Printed Name: Title: Please Complete and return this document by Fax to 800-741-8079 upon delivery and acceptance of the financed Equipment. Delivery —Acceptance ver 05/04/2011 444464 S 12/10/2021 12:1 S PM DocuSign Envelope ID: 7549F9EC-38FA-4B4B-92F8-F7A785BBCF3E IrdI Huntington LEASE AGREEMENT (EQUIPMENT RENTAL) 2. 3. 4. This "Lease": Lease Agreement Number 008-0742593-101 Dated June 9, 2021 "Lessee" City of Kent, Washington, 220 Fourth Ave. S, Kent, WA 98032 Fax: E-mail: "Lessor" The Huntin ton National Bank 1405 Xenium Lane North PCC180 Plymouth, MN 55441 Fax:319-833-4577 E-mail: customerservice financediv.com Number of Rental Payments Rental Payments Advances During a 48 month term that shall be based on the 48 date Lessor pays the Equipment supplier, a monthly payment of $4,392.36 (the "Standard Payment") is due beginning March, 2022 and each March, April, May, June, July, August, September and October thereafter until a total of 32 Standard Payments have been made. A payment of $0.00 is due each November, December, January and First:$0.00 February for a total of 16 $0 Payment Months. Last:$0.00 The Total Number of Rental Payments includes Total:$0.00 both the Standard Payment Months and the $0 Payment Months. The first due date for a "Standard Payment" will be determined by Lessor once it pays the Equipment supplier and the Lessee has provided a written acknowledgement of its acceptance of the Equipment. (Plus any applicable taxes) EQUIPMENT LOCATION & DESCRIPTION: MAXIMUM HOURS: 2019 W Meeker St, Kent, WA 98032: (36) 2022 E-Z-GO RXV Gas Golf Cars together with all attachments and accessories N/A thereto TERMS AND CONDITIONS --READ CAREFULLY BEFORE SIGNING RENTAL: Lessor rents to Lessee and Lessee rents from Lessor the equipment, furniture, fixtures, machinery, inventory, goods and software, as such terms are defined under the Uniform Commercial Code ("UCC"), described above and in any schedule made a part hereof, together with all replacements, replacement parts, repairs, returns, substitutions, additions, accessories, and accessions incorporated therein or attached thereto (collectively, "Equipment"), upon the terms and conditions set forth herein. The parties intend this Lease to be governed by Article 2A of the UCC. Pursuant to Article 2A, Lessee is entitled to the promises and warranties, including those of any third party, provided to Lessor by the Equipment supplier. Lessee may contact the Equipment supplier and receive an accurate and complete statement of the promises and warranties, including any disclaimers and limitations of them or of remedies. PAYMENTS: Other than as set forth in a rider hereto, rental payments are due monthly, beginning the date designated by Lessor and continuing on the same day of each month as provided for in the above Rental Payment schedule. Lessor may change the payment only with Lessee's written agreement through an amendment to this Lease. EQUIPMENT ACCEPTANCE: Lessee shall have accepted the Equipment for purposes of this Lease upon Lessee's delivery of a signed delivery and acceptance certificate to Lessor signed by an authorized representative of Lessee. Lessee represents that any agent of Lessee who verifies delivery and acceptance of the Equipment by signing a writing acknowledging delivery and acceptance has actual authority to do so. Upon the parties' mutual acceptance of this Lease, THIS LEASE SHALL BE NON -CANCELABLE, and Lessee's obligations hereunder shall not abate for any reason other than as provided for in this Lease. DISCLAIMER OF WARRANTIES: AS BETWEEN LESSOR AND LESSEE, THE EQUIPMENT IS BEING RENTED IN "AS IS" CONDITION, PROVIDED HOWEVER, THAT LESSEE'S ACKNOWLEDGEMENT OF LESSOR'S WAIVER OF WARRANTIES UNDER THIS LEASE SHALL NOT IN ANY WAY IMPACT OR AFFECT ANY WARRANTIES, EXPRESS OR IMPLIED, BETWEEN LESSEE AND THE EQUIPMENT SUPPLIER OR VENDOR. LESSEE AGREES THAT LESSOR IS NOT THE MANUFACTURER OR SUPPLIER OF THE EQUIPMENT. LESSEE HAS SELECTED THE EQUIPMENT BASED UPON ITS OWN JUDGMENT AND ACKNOWLEDGES THAT LESSOR HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, DIRECT OR INDIRECT, EXPRESS OR IMPLIED, AS TO THE SUITABILITY, DURABILITY, DESIGN, OPERATION OR CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY, FITNESS FOR USE FOR ANY PARTICULAR PURPOSE, OR OTHERWISE. No broker, equipment supplier, or other person (other than an employee of Lessor) is an agent of Lessor. Golf RentalAgreement Muni ver. 03.22.21 444468 12/20/2021 6:44 AM Pagel of 5 DocuSign Envelope ID: 7549F9EC-38FA-4B4B-92F8-F7A785BBCF3E 5. GOVERNING LAW, VENUE OF LITIGATION: THIS LEASE, AND ALL MATTERS ARISING FROM THIS LEASE, INCLUDING ALL INTEREST AND FINANCE CHARGES HEREUNDER, SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WASHINGTON. TO THE EXTENT PERMITTED BY LAW, THE PARTIES HEREBY WAIVE THEIR RIGHT TO A JURY TRIAL. THE PARTIES MAY ENFORCE THIS LEASE IN ANY STATE OR FEDERAL COURT LOCATED IN THE STATE OF WASHINGTON HAVING LAWFUL JURISDICTION THEREOF. 6. SECURITY AGREEMENT: In the event this Lease is determined to be governed by Article 9 of the UCC, Lessee hereby grants Lessor a security interest in all Equipment financed by or rented from Lessor, of any kind or nature whatsoever, wherever located, whether now owned or hereafter acquired, and all returns, repossessions, substitutions, replacement parts, accessories, and accessions thereto and thereof, and all proceeds thereof, to secure all present and future obligations of Lessee to Lessor, of every type and description and howsoever evidenced. This Lease shall be construed so that interest, the applicable interest rate and other charges shall not exceed that allowed by applicable law, and any payment that otherwise would be deemed unlawful will be applied first to prepay principal and then refunded to Lessee. 7. APPOINTMENT OF ATTORNEY IN FACT: Lessee authorizes Lessor, its successors and assigns to cause this Lease, or any other document(s) showing the interest of Lessor, including but not limited to UCC financing statements, to be authenticated and filed or recorded. In addition, Lessee appoints Lessor, its successors and assigns, as Lessee's attorney -in -fact (1) to arrange for property damage coverage under a policy of insurance and to transmit Lessee's premium payments to the insurer on behalf of Lessee in the event that Lessee fails to insure the Equipment as required under Section 12, (2) to deal with and to direct said insurer as to any matter concerning the claim for, disposition of, and/or application of proceeds from any policy of insurance, and (3) to receive payments and execute and endorse all documents, checks, drafts, or other instruments necessary or advisable to secure payments due under any policy of insurance. These appointments and authorizations shall be continuous. Nothing in this paragraph shall relieve Lessee of its duty to procure required insurance, to make timely insurance claims, and to otherwise cooperate with insurance carriers and Lessor in seeking insurance coverage and recoveries. 8. UNCONDITIONAL OBLIGATION: Except in the event of termination under Section 19 for non -appropriation, Lessee agrees to be unconditionally obligated to pay all payments and other amounts due hereunder no matter what happens, even if the Equipment is damaged or destroyed, if it is defective, if Lessee no longer can use it, or if the manufacturer or supplier ceases doing business or cannot service and/or support the Equipment, and irrespective of any set-off, counterclaim, defense, or other right which Lessee may have against Lessor or any other person. 9. USE: Lessee agrees that the Equipment will be used for business purposes only and such use shall be in compliance with all applicablc laws. Lessee shall maintain the Equipment in good repair and working order at Lessee's sole expense. 10. TAXES: Lessee agrees to pay all taxes, fees, and governmental charges related to this Lease, which during the term of this Lease or at anytime thereafter may be imposed. If Lessor pays any of the above for Lessee, Lessee agrees to reimburse Lessor on demand, plus interest. Lessor shall not be obligated to contest any valuation of or tax imposed on the Equipment or this Lease. 11. INDEMNITY: To the extent permitted by law, Lessor is not responsible for any losses or injuries caused by the Equipment. Lessee agrees to indemnify Lessor with respect to all claims for losses imposed on, incurred by, or asserted against Lessor, including attorneys' fees and expenses plus interest, where such claims arise or are caused by Lessee's negligence, and Lessee agrees to obtain indemnification from the Equipment supplier to indemnify Lessor for claims related to the Equipment that are not attributable to the Lessee's negligence. Further, Lessee shall, if requested by Lessor, defend Lessor against any claims for losses or injuries caused by the Lessee's negligent performance of this Lease. This provision shall survive the cancellation, termination or expiration of this Lease. 12. INSURANCE: Lessee shall keep the Equipment insured against loss for not less than its replacement cost or such greater amount as may be prescribed by any applicable state law specifying minimum insurance requirements, and shall carry public liability insurance, both personal injury and property damage. Lessee shall name Lessor as an additional insured and as loss payee. If Lessee fails to procure insurance, Lessor may obtain same and pay the amount due thereon as provided for under Section 7 of this Lease and Lessee shall reimburse Lessor upon demand and, if required by Lessor, shall pay interest on such sums due and owing at a rate of up to 18% per annum, but in no event more than the maximum rate permitted by law. With respect to any policy obtained by Lessor under Section 7, Lessor may charge a monthly administrative fee. Any insurance proceeds received with respect to the Equipment will be applied, at the option of Lessor, to repair, restore, or replace the Equipment, or to pay Lessor the remaining balance and any other amounts payable hereunder. 13. LATE CHARGES: If Lessee is delinquent in paying any sum due, Lessee shall pay a charge to offset collection expenses on such delinquent payment of $25.00 or an amount of up to ten percent (10%) of the payment amount that is past due, whichever is greater, but in no event more than allowed by applicable law. In addition, Lessor will impose a surcharge of up to $30 or the maximum allowed under applicable law for any dishonored payment. 14. DEFAULT: Any of the following constitute default: (1) Lessee fails to pay any sum due Lessor; (2) Lessee fails to observe or perform any other term of this Lease; (3) Lessee encumbers or disposes of the Equipment without Lessor's written consent; (4) The filing by or against Lessee or any guarantor of Lessee's obligations to Lessor ("Guarantor") of a petition under the Bankruptcy Code or any other insolvency law; (5) The voluntary or involuntary commencement of any formal or informal proceeding for dissolution, liquidation, settlement of claims against or winding up of Lessee's or a Guarantor's affairs, or Lessee or a Guarantor, if applicable, ceases doing business of going concern; (6) Any representation or warranty made by Lessee or a Guarantor in connection herewith proves to have been materially misleading; (7) Lessee is in default under any other contract or agreement with Lessor; (8) any Guarantor repudiates or attempts to revoke any guaranty of Lessee's obligations to Lessor related to this Lease. 15. REMEDIES: Upon an occurrence of default, Lessor may exercise one or more of the following remedies: (1) Declare due, sue for, and receive from Lessee the sum of all payments and other amounts then due and owing in the current fiscal year under this Lease or any schedule hereto, (2) Require Lessee to return the Equipment at its own expense to any reasonable location Lessor designates; (3) Cancel or terminate this Lease or any other agreement between Lessee and Lessor; (4) Charge Lessee interest on all monies due hereunder from and after the date of default at the rate of 18% per annum, compounded monthly until paid in full, but in no event more than the maximum rate permitted by law; (5) Charge Lessee for any other amounts provided for in this Lease. hi addition, Lessor may use any other remedies available to it under applicable law. These remedies will be applied, to the extent allowed by law, cumulatively. No delay in exercising any right or remedy shall operate as a waiver of any right or remedy or modify the terms of this Lease. A waiver of default shall not be construed as a waiver of any other or subsequent default. In addition to all of Lessor's other rights and remedies, Lessee agrees to pay Lessor all costs and expenses, including attorneys' fees, Golf Rentaftreement_Muni ver. 03.22.21 444468 12/20/2021 6:44 AM Page 2 of 5 DocuSign Envelope ID: 7549F9EC-38FA-4B4B-92F8-F7A785BBCF3E incurred by Lessor in exercising or attempting to exercise any of its rights or remedies. If appropriate in the circumstances, remedies will include those available under Article 9 of the UCC. 16. ASSIGNMENT: Lessee may not sublet, lend, assign, or pledge this Lease, the Equipment, or any interest in either, or permit any lien or security interest thereon. Upon notice and acceptance by Lessee, which acceptance shall not be unreasonably withheld, any and all of Lessor's interest and rights in the Equipment and under this Lease may be assigned, pledged, or otherwise disposed of. Each assignee shall be entitled to exercise all rights and remedies of Lessor with respect to any and all obligations assigned to such assignee, and all references herein to "Lessor" shall include Lessor's assignee, except that said assignee shall not be chargeable with any obligations or liabilities of Lessor hereunder. Lessee will not assert against Lessor's assignee any defense, counterclaim or setoff on account of breach of warranty or otherwise in any action for payment or for possession brought by Lessor's assignee. Any assignment of this Lease by Lessee, whether or not permitted by Lessor, shall not release Lessee from its obligations hereunder. 17. RETURN OF EQUIPMENT: At the end of the original term of this Lease, or if this Lease is terminated under Section 19, Lessee must return the Equipment at its own expense, to Lessor or to a third -party designated by Lessor, and as applicable, the following must be true: All safety equipment must be in place and meet applicable federal, state and other governmental standards; All covers and guards must be in place with no sheet metal, plastic or cowling damage; All parts, pieces, components and optional equipment must be present, installed and operational; All accessories shall be returned in proper order; All motors shall operate smoothly without overheating and shall have good bearings and bushings; All electronic controls shall operate per manufacturers' specifications; Controls which bypass normal operations shall be repaired at Lessee's expense; All electrical systems shall be able to provide electrical output as specified by the manufacturer; All batteries shall be in good, safe operating condition with no dead cells or cracked cases; Batteries shall hold a charge and provide adequate power to operate the Equipment; All Equipment shall have serviceable tires, with 50% remaining tread, retaining proper air pressure, and without repair patches; All oil and grease seals must contain lubrication in the manufacturer's designed reservoir; All Equipment must have a relatively clean appearance; All Equipment must be free from excessive wear necessitating major component repair or replacement caused by lack of recommended maintenance detailed in Equipment operation/maintenance manuals; All Equipment shall be free from structural damage or bent frames; Any usage or metering devices must not have been altered in any way; All Equipment attachments, if any, must be in good operating condition; All hydraulic cylinders must not be bent, nicked, gouged or leaking. If the Equipment is an electric golf car, then in addition to the above return provisions: (i) the golf car must be able to transport two (2) people and their golf clubs; (ii) all batteries and battery terminals must be clean, free of corrosion and have proper battery water levels; and (iii) each golf car must include operable battery chargers. Additionally, all Equipment must be able to complete the following tests: operate normally in forward and reverse directions through all its speed ranges or gears, steer normally right and left in both forward and reverse, have all functions and controls work in a normal manner, be able to stop with its service brakes in a safe distance in both forward and reverse, operate without leaking any fluids, perform its designed functions in a satisfactory manner, and all cutting units (if applicable) must be able to lower, turn on, run, raise and shut off as they are designed to do. If any Equipment is damaged or does not meet the standards set forth above for the return condition of such Equipment or if Lessee fails to discharge Lessee's obligations set forth under this Lease with regard to any Equipment, Lessee shall remit to Lessor, immediately upon demand, the Stipulated Loss Value of such Equipment. The "Stipulated Loss Value" for a particular piece of Equipment shall be an amount equal to: (i) the total of all monthly payments and other amounts, if any, due under the Lease with respect to such Equipment as of the date of payment of the Stipulated Loss Value, plus (ii) all rent not yet due for the Equipment for the remaining term of this Lease, discounted from their respective due dates at the rate of 3% per annum, plus (iii) the Equipment's "Anticipated Residual Value" as determined by Lessor's books as of the date of this Lease. Return Condition Standards applicable when the Equipment is Golf Cars. The Return Condition Standards for golf cars are as follows: (a) Equipment must start, stop, and turn properly; (b) Mechanically, all Equipment must be in operable condition upon return and capable of being driven onto a transporter; (c) Cosmetically, all Equipment and component parts are to be returned operable and complete according to the original state, reasonable wear and tear expected; (d) All equipment shall have serviceable tires, with 50% remaining tread, retaining proper air pressure, and without repair patches; (e) All gauges will be operative and all fluid levels to manufacturer's specifications; and, (f) if the Equipment is an electric golf car, then in addition to the other Return Condition Standards: (i) the golf car must be able to transport two (2) people and their golf clubs; (ii) all batteries and battery terminals must be clean, free of corrosion and have proper battery water levels; and, (iii) each golf car must include operable battery chargers. Any missing Equipment and parts or damage to the Equipment will result in a separate billing at replacement cost or fair market value. Failure to do so, and at Lessor's sole discretion, is a default under this Lease, and in all cases will result in automatic conversion of this Lease to a month -to -month rental agreement on the same terms. Conversion to a month -to -month rental agreement shall not operate to waive any of Lessor's rights herein. 18. REPRESENTATIONS AND WARRANTIES: Lessee represents and warrants to Lessor that as of the date hereof, and throughout the term of the Lease: (a) Lessee is a political subdivision of the state or commonwealth in which it is located and is organized and existing under the constitution and laws of such state or commonwealth; (b) Lessee has complied, and will comply, fully with all applicable laws, rules, ordinances, and regulations governing open meetings, public bidding and appropriations required in connection with the Lease, the performance of its obligations under the Lease and the acquisition and use of the Equipment; (c) the person(s) signing the Lease and any other documents required to be delivered in connection with the Lease (collectively, the "Documents") have the authority to do so, are acting with the full authorization of Lessee's governing body, and hold the offices indicated below their signatures, each of which are genuine; (d) the Documents are and will remain valid, legal and binding Leases, and are and will remain enforceable against Lessee in accordance with their terms; and (e) the Equipment is essential to the immediate performance of a governmental or proprietary function by Lessee within the scope of its authority and will be used during the term of the Lease only by Lessee and only to perform such function. Lessee further represents and warrants to Lessor that, as of the date each item of Equipment becomes subject to the Lease and any applicable schedule, it has funds available to pay all Lease payments payable thereunder until the end of Lessee's then current fiscal year and will request future appropriations sufficient to fulfill Lessee's obligations under this Lease. 19. TERMINATION FOR GOVERNMENTAL NON -APPROPRIATIONS: To the extent permitted by applicable law, Lessee agrees to take all necessary and timely action during the Lease term to obtain and maintain funds appropriations sufficient to satisfy its payment obligations under the Lease (the "Obligations"), including, without limitation, providing for the Obligations in each budget submitted to obtain applicable appropriations, causing approval of such budget, and exhausting all available reviews and appeals if an appropriation sufficient to satisfy the Obligations is not made. Notwithstanding anything to the contrary provided in the Lease, if Lessee does not appropriate funds sufficient to make all payments due during any fiscal year under the Lease and Lessee does not otherwise have funds available to lawfully pay the Lease payments (a "Non -Appropriation Event"), and provided Lessee is not in default of any of Lessee's obligations under this Lease as of the effective date of Golf Rentaftreement_Muni ver. 03.22.21 444468 12/20/2021 6:44 AM Page 3 of 5 DocuSign Envelope ID: 7549F9EC-38FA-4B4B-92F8-F7A785BBCF3E such termination, Lessee may terminate this Lease effective as of the end of Lessee's last funded fiscal year ("Termination Date") without liability for future payments or the early termination charge under this Lease, if any, by giving at least 60 days' prior written notice of termination ("Termination Notice") to Lessor. If Lessee terminates the Lease prior to the expiration of the end of the original term of this Lease as permitted under the terms of this Lease or as set forth herein or in any schedule, Lessee shall (i) on or before the Termination Date, return the Equipment subject to the terminated Lease in accordance with the return requirements set forth in this Lease, (ii) provide in the Termination Notice a certification of a responsible official that a Non -Appropriation Event has occurred, (iii) deliver to Lessor, upon request by Lessor, an opinion of Lessee's counsel (addressed to Lessor) verifying that the Non -Appropriation Event as set forth in the Termination Notice has occurred, and (iv) pay Lessor all sums payable to Lessor under this Lease up to and including the Termination Date. Lessee acknowledges and agrees that, in the event of the termination of this Lease and the return of the Equipment as provided for herein, Lessee shall have no interest whatsoever in the Equipment or proceeds thereof and Lessor shall be entitled to retain for its own account the proceeds resulting from any disposition or re -leasing of the Equipment along with any advance rentals, security deposits or other sums previously paid by Lessee pursuant to the terms of the Lease. 20. DELIVERY OF CERTAIN DOCUMENTS AND RELATED REQUIREMENTS: Lessee will execute or provide, as requested by Lessor, annual budget and financial information and such other documents and information, including an opinion of Lessee's counsel as to the validity and enforceability of this Lease, as are reasonably necessary with respect to the transaction contemplated by this Lease. If Lessee is a "Registered Organization" (as such term is defined in the UCC), then Lessee will: (i) upon request of Lessor, provide copies of its applicable registered organization documents; and (ii) not change its legal name or its chief executive office or state of organization, without, in each case, giving Lessor at least 30 days' prior written notice of any such event. 2LEXCESS USAGE AND SUPPLEMENTAL RENTALS (APPLICABLE TO TURF CARE AND MAINTENANCE EQUIPMENT ONLY): At the end of the original term of the Lease, Lessee shall remit to Lessor $5.00 per hour on each piece of Equipment that has hourly use in excess of the maximum hours as indicated above. Lessee shall remit such amounts within ten (10) days of Lessor's written demand. The hours of use of a particular item of Equipment shall be determined by the hour meter attached to said Equipment, provided that such meter remains operable and accurate. If any such hour meter becomes inoperable or inaccurate, Lessee shall immediately repair or replace same, and shall immediately notify Lessor in writing of such event and of the correct hours of usage of such Equipment during the period of time the hour meter was inoperable or inaccurate. Lessee shall promptly furnish Lessor such information as Lessor may reasonably request from time to time in order to document the hours of usage of the Equipment. If this Lease terminates or is cancelled prior to the end of the original term of the Lease, then the Maximum Hours specified above shall be reduced pro rata based on the number of months remaining in the current year or original term of the Lease, as applicable. 22. LESSEE WAIVERS: To the extent permitted by law, Lessee waives all rights and remedies against Lessor provided by Article 2A of the UCC. All other rights and remedies available at law are expressly reserved and shall remain available to Lessee. Lessor will not be liable for specific performance of this Lease or for any losses, damages, delay, or failure to deliver the Equipment. 23. GENERAL: This Lease may, in Lessor's sole discretion, be delivered and/or reproduced by facsimile, optical scanning or other electronic means ("e-copy") and such e-copy or a printed version thereof shall be enforceable as an original and admissible as such in any court or other proceeding, provided that there shall be only one original of this Lease and it shall bear the original ink or electronic signature of Lessor and be marked "Original." Each party's electronic signature on this Lease shall be unconditionally valid and legally enforceable, and each party agrees not to contest the validity or enforceability of any electronic signature (or the authority of the electronic signer to sign). To the extent that this Lease constitutes chattel paper (as that term is defined by the Uniform Commercial Code), a security or ownership interest intended to be created through the transfer and possession of this Lease can be done only by the transfer of the "Original" bearing the original ink or electronic signature of Lessor; provided that, if the "Paper Out" process shall have occurred, or if there shall simultaneously exist both the "Paper Out" printed version and an electronic version of this Lease, then the "Paper Out" printed version of such document bearing the legend "Original" applied by Lessor shall constitute the sole chattel paper original and authoritative version. If Lessor permit Lessee to deliver this Lease or any related document to Lessor via facsimile or other electronic means, Lessee shall deliver to Lessor, promptly on request, such document bearing Lessee's electronic or "wet ink" signature; provided that neither delivery nor failure to deliver the document bearing Lessee's electronic or "wet ink" signature shall limit or modify the representations and agreements set forth above. This Lease shall inure to the benefit of and is binding upon the parties and their heirs, personal representatives, successors, and assigns. This Lease represents the entire agreement between the parties, superseding all prior or contemporaneous negotiations, discussions, understandings, or agreements pertaining to the subject matter hereof. This Lease shall not be modified without both parties' written consent. If any provision of this Lease is deemed unenforceable, then such provision shall be deemed deleted and all other provisions of this Lease shall remain in full force and effect. Any written notice hereunder shall be deemed given when delivered personally, deposited with a nationally recognized overnight courier (with all fees pre -paid), delivered via facsimile or e-mail (with confirmation of transmission), or deposited in the United States mails, certified or registered mail, addressed to recipient at its address set forth above or such other address as may be substituted therefor by notice given pursuant to the terms hereof. Lessee hereby agrees that Lessor, including its vendors, service providers, partners, affiliates successors and assigns, may contact Lessee at any telephone number provided to Lessor, by placing voice telephone calls (including use of automatic telephone dialing systems or prerecorded voice messaging). Lessee authorizes, and represents that all Lessee's principals have authorized, Lessor to obtain such credit bureau reports and make such other credit inquiries with respect to Lessee and such principals as Lessor deems appropriate throughout the term of this Lease. On written request, Lessor will identify any reporting agency used for such a report. Lessee agrees that Lessor may receive from and disclose to other persons, including credit reporting agencies and respective equipment vendors and suppliers, information about Lessee's accounts and credit experience. Lessee hereby authorizes any person to release to Lessor credit experience and account information relating to Lessee. Lessee shall execute and deliver to Lessor such other documents and provide such information, including information identifying the owners of Lessee and its affiliates and their respective ownership interests, as Lessor may reasonably deem necessary to comply with laws or regulations applicable to Lessor or Lessee, including laws and regulations requiring Lessor to obtain Lessee's certification of its beneficial owner(s) prior to making payment(s) to Lessee during or after the term of this Lease. Under federal law, Lessor must obtain, verify and record identifying information for each person opening an account. Lessor will ask for Lessee's name, address, date of birth and other identifying information. Lessor may also ask for Lessee's driver's license or other identifying documents. This Lease shall not be deemed terminated until Lessee has fulfilled all obligations herein. Time is of the essence for all purposes of this Lease. Golf Rentaftreement_Muni ver. 03.22.21 444468 12/20/2021 6:44 AM Page 4 of 5 DocuSign Envelope ID: 7549F9EC-38FA-4B4B-92F8-F7A785BBCF3E ADDITIONAL TERMS AND CONDITIONS Lessee acknowledges having read the terms and conditions printed above, and unconditionally agrees to same. Lessee requests that Lessor countersign this Lease and requests and hereby authorizes Lessor to pay the Equipment vendor/manufacturer. Lessor: The Huntington National Bank Lessee: City of Kent, Washington By: Docuftned by: By: AIA,A 93E99D67ED24442... THIS LEASE IS NOT BINDING UNTIL ACCEPTED BY LESSOR Title: Dana Ralph, Mayor Golf RentalAgreement_Muni ver. 03.22.21 444468 12/20/2021 6:44 AM Page 5 of 5 OFFICE OF THE CITY ATTORNEY CIVIL DIVISION Arthur “Pat” Fitzpatrick, City Attorney 220 4th Avenue South Kent, WA 98032 Fax: 253-856-6770 PHONE: 253-856-5770 City of Kent Office of the City Attorney Mayor Dana RalphKentWA.govOPINION OF COUNSEL February 8, 2022 Lessee: City of Kent, Washington 220 Fourth Ave. S, Kent, WA 98032 Lessor: The Huntington National Bank 1405 Xenium Lane North (PCC180) Plymouth, MN 55441 Re: Contract 008-0742593-101, dated as of June 9, 2021, by and between City of Kent, Washington and Lessor Ladies and Gentlemen: I have acted as counsel to Lessee with respect to the contract described above (the "Lease") and various related matters, and in this capacity have reviewed a duplicate original or certified copy of the Lease and exhibit thereto. Based upon the examination of these and such other documents as I deem relevant, it is my opinion that: 1.Lessee is a public corporation and political subdivision of the State of Washington (the "State") duly organized, existing and operating under the Constitution and laws of the State. The full, true, and correct legal name of Lessee is the City of Kent. 2.The Uniform Commercial Code, as adopted in the State (the "UCC"), and no other statute of the State, governs the creation, perfection, priority or enforcement of a security interest created by Lessee. 3.Lessee is authorized and has power under State law to enter into the Lease, and to carry out its obligations thereunder and the transactions contemplated thereby. 4.The Lease and the other documents described above have been duly authorized, approved, executed and delivered by and on behalf of Lessee, and the Lease is a valid and binding contract of Lessee enforceable in accordance with its terms, except to the extent limited by State and Federal laws affecting remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. February 8, 2022 Page: 2 5.The authorization, approval and execution of the Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, public bidding laws, and all other applicable State and Federal laws. 6.The execution of the Lease and the appropriation of moneys to pay the payments coming due under the Lease do not result in the violation of any constitutional, statutory, or other limitation relating to the manner, form, or amount of indebtedness which may be incurred by Lessee. 7.There is no litigation, action, suit, or proceeding pending or before any court, administrative agency, arbitrator, or governmental body, that challenges the organization or existence of Lessee; the authority of the organization or existence of Lessee; the authority of its officers; the proper authorization, approval and execution of the Lease and the other documents described above; the appropriation of monies to make Rental Payments under the Lease for the current fiscal year, or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby. This opinion of counsel may be relied upon by Lessor and its successors and assigns. Very truly yours, Tammy White Deputy City Attorney DocuSign Envelope ID: 7549F9EC-38FA-4B4B-92F8-F7A785BBCF3E IN�II Huntington CERTIFICATE OF INCUMBENCY LEASE NO. 008-0742593-101 DATED AS OF June 9, 2021 1 Kim Komoto , do hereby certify that I am the duly elected or appointed and acting Clerk/Secretary of City of Kent, Washington (the "Lessee"), a political subdivision duly organized and existing under the laws of the State of Washington, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names. NAME TITLE Dana Ralph Mayor SIGNATURE DocuSigned by: Aan A o L 93E99D67ED24442... IN WITNESS WHEREOF, I have duly executed this certificate this day of 120 DocuSigned by: Signed: twt W- b 7ED243939C2341D... Title: City Clerk NOTE: The Clerk or Secretary of the Lessee should sign unless that person is also the signor of the documents in which case the President or some other Officer of the Lessee should execute this document. Muni_ Lease_ Incumbency v.01.12.17 444468 S 12/10/2021 12:32 PM DocuSign Envelope ID: 7549F9EC-38FA-4B4B-92F8-F7A785BBCF3E IN�II Huntington The "Contract": Lease Number 008-0742593-101 dated June 9, 2021 "Lessee" City of Kent, Washington, 220 Fourth Ave. S, Kent, WA 98032 "Lessor" The Huntington National Bank, 1405 Xenium Lane North (PCC180), Plymouth, MN 55441 Self -Insurance Addendum This Addendum is part of, and reference is hereby made to, the above -referenced Contract between Lessee and Lessor. Notwithstanding the provisions in the Contract requiring Lessee to procure and maintain insurance, so long as Lessee is not in default under the Contract or any other agreement between Lessor and Lessee, and provided that there shall be no material adverse change in the financial condition of Lessee from and after the date of this Addendum (as determined by Lessor in its sole discretion), Lessee may self -insure against physical loss or damage to the Equipment, as defined in the Contract, to the same extent it self -insures equipment and other goods which it owns that are similar in nature to the Equipment, provided such self-insurance program is not inconsistent with prudent industry practice. Lessee shall deliver to Lessor a self-insurance certificate with respect to Equipment which Lessee will self -insure, substantially in the form attached to this Addendum. In the event (a) Lessee ceases to be self -insured or elects not to be self -insured with respect to a specific item of Equipment, or (b) Lessor notifies Lessee that Lessee may no longer self -insure due to a default having occurred under the Contract or another agreement between Lessee and Lessor or due to a material adverse change in the financial condition of Lessee, then this Addendum shall become void and Lessee shall immediately procure and maintain all insurance as required pursuant to the terms of the Contract, but excluding the terms of this Addendum. Except as expressly set forth in this Addendum, nothing herein shall be deemed to modify Lessee's obligations under the Contract. Dated as of February 17, 2022 Lessee: City of Kent, Washington By: 5DocuSigned by: a" Dana Ralph, Mayor 93E99DUED24442... SelIInsurance Addendum ver. 06.09.2014 444468 S 12/10/2021 12:32 PM DocuSign Envelope ID: 7549F9EC-38FA-4B4B-92F8-F7A785BBCF3E The "Contract': Lease Number 008-0742593-101 dated June 9, 2021 "Lessee" City of Kent, Washington, 220 Fourth Ave. S, Kent, WA 98032 "Lessor" The Huntington National Bank, 1405 Xenium Lane North (PCC180), Plymouth, MN 55441 SELF-INSURANCE CERTIFICATE - PROPERTY DAMAGE To Lessor: This is to acknowledge that the above -referenced Lessee is under a self-insurance program for physical loss or damage with respect to the Equipment described in the Contract between Lessee and Lessor, for any loss or damage to the Equipment. Lessee further certifies that it will notify Lessor in writing, via certified mail, in the event of any theft, loss, damage or other casualty to the Equipment within 48 hours of the date of such occurrence. Dated as of February 17, 2022 DocuSigned by: Lessee: City of Kent, Washington By: FUMA NfL Dana Ralph, Mayor 93E99D67ED24442... SelIInsurance Addendum ver. 06.09.2014 444468 S 12/10/2021 12:32 PM do,i Huntington Delivery and Acceptance "Lessee" City of Kent, Washington, 220 Fourth Ave. S, Kent, WA 98032 "Lessor" The Huntington National Bank, 1405 Xenium Lane North (PCC180), Plymouth, MN 55441 Delivery and Acceptance agreement attached to and made a part of Lease 008-0742593-101 dated June 9, 2021 (the "Lease"). This Certificate relates to the Equipment (the"Equipment") that is described in the Lease. Pursuant to the Lease, Lessee acknowledges that Lessor has acquired the Equipment in connection with the Lease and Lessee has either received a copy of the purchase agreement with the vendor of the Equipment on or before signing the Lease or has approved such purchase. Lessee hereby represents, warrants and certifies that (i) all of the Equipment has been delivered to Lessee at the Equipment Location set forth in the Lease and has been installed, tested and inspected by Lessee or duly authorized representatives of Lessee, (ii) the Equipment Description set forth in the Lease is complete and correct, (iii) the Equipment, together with any supporting documentation, is exactly what Lessee ordered, is in good working order, is satisfactory in all respects and has been accepted by Lessee under the Lease as of the Acceptance Date set forth below, and (iv) there has been no adverse change in the business or financial condition of Lessee or any guarantor of the Lease since the day the most recent financial statement of Lessee or any guarantor was submitted to Lessor. If Lessee has made a deposit to the Equipment vendor(s), by signing this Certificate, Lessee hereby transfers all of Lessee's right, title and interest in and to the Equipment to Lessor, except to the extent set forth in the Lease, whether or not Lessee has been reimbursed for the deposit(s). IMPORTANT: LESSEE SHOULD SIGN THIS CERTIFICATE ONLY AFTER LESSEE HAS RECEIVED AND IS COMPLETELY SATISFIED WITH THE EQUIPMENT. BY SIGNING THIS CERTIFICATE, LESSEE (1) IS IRREVOCABLY ACCEPTING THE EQUIPMENT, (2) BECOMES ABSOLUTELY AND IRREVOCABLY OBLIGATED TO LESSOR UNDER THE LEASE, AND (3) MAY NOT THEREAFTER REJECT THE EQUIPMENT, CANCEL OR TERMINATE THE LEASE OR DENY ANY STATEMENT MADE IN THIS CERTIFICATE, FOR ANY REASON WHATSOEVER Acceptance Date: Lessee: City of Kent, Washington Printed Name: Title: Please Complete and return this document by Fax to 800-741-8079 upon delivery and acceptance of the financed Equipment. Delivery_Acceptance ver 05/04/2011 444468 5 12/10/2021 1232 PM DocuSign Envelope ID: 7549F9EC-38FA-4B4B-92F8-F7A785BBCF3E IrdI Huntington LEASE AGREEMENT (EQUIPMENT RENTAL) 2. 3. 4. This "Lease": Lease Agreement Number 008-0742593-102 Dated April 16, 2021 "Lessee" City of Kent, Washington, 220 Fourth Ave. S, Kent, WA 98032 Fax: E-mail: "Lessor" The Huntin ton National Bank 1405 Xenium Lane North PCC180 Plymouth, MN 55441 Fax:319-833-4577 E-mail: customerservice financediv.com Number of Rental Payments Rental Payments Advances During a 48 month term that shall be based on the 48 date Lessor pays the Equipment Supplier, a monthly payment of $824.41 (the "Standard Payment") is due beginning March, 2022 and each March, April, May, June, July, August, September and October thereafter until a total of 32 Standard Payments have been made. A payment of $0.00 is due each November, December, January and First:$0.00 February for a total of 16 $0 Payment Months. Last:$0.00 The Total Number of Rental Payments includes Total:$0.00 both the Standard Payment Months and the $0 Payment Months. The first due date for a "Standard Payment" will be determined by Lessor once it pays the Equipment supplier and the Lessee has provided a written acknowledgement of its acceptance of the Equipment. (Plus any applicable taxes) EQUIPMENT LOCATION & DESCRIPTION: MAXIMUM HOURS: 2019 W Meeker St, Kent, WA 98032: (3) 2022 Cushman Hauler 1200 Gas together with all attachments and accessories N/A thereto TERMS AND CONDITIONS --READ CAREFULLY BEFORE SIGNING RENTAL: Lessor rents to Lessee and Lessee rents from Lessor the equipment, furniture, fixtures, machinery, inventory, goods and software, as such terms are defined under the Uniform Commercial Code ("UCC"), described above and in any schedule made a part hereof, together with all replacements, replacement parts, repairs, returns, substitutions, additions, accessories, and accessions incorporated therein or attached thereto (collectively, "Equipment"), upon the terms and conditions set forth herein. The parties intend this Lease to be governed by Article 2A of the UCC. Pursuant to Article 2A, Lessee is entitled to the promises and warranties, including those of any third party, provided to Lessor by the Equipment supplier. Lessee may contact the Equipment supplier and receive an accurate and complete statement of the promises and warranties, including any disclaimers and limitations of them or of remedies. PAYMENTS: Other than as set forth in a rider hereto, rental payments are due monthly, beginning the date designated by Lessor and continuing on the same day of each month as provided for in the above Rental Payment schedule. Lessor may change the payment only with Lessee's written agreement through an amendment to this Lease. EQUIPMENT ACCEPTANCE: Lessee shall have accepted the Equipment for purposes of this Lease upon Lessee's delivery of a signed delivery and acceptance certificate to Lessor signed by an authorized representative of Lessee. Lessee represents that any agent of Lessee who verifies delivery and acceptance of the Equipment by signing a writing acknowledging delivery and acceptance has actual authority to do so. Upon the parties' mutual acceptance of this Lease, THIS LEASE SHALL BE NON -CANCELABLE, and Lessee's obligations hereunder shall not abate for any reason other than as provided for in this Lease. DISCLAIMER OF WARRANTIES: AS BETWEEN LESSOR AND LESSEE, THE EQUIPMENT IS BEING RENTED IN "AS IS" CONDITION, PROVIDED HOWEVER, THAT LESSEE'S ACKNOWLEDGEMENT OF LESSOR'S WAIVER OF WARRANTIES UNDER THIS LEASE SHALL NOT IN ANY WAY IMPACT OR AFFECT ANY WARRANTIES, EXPRESS OR IMPLIED, BETWEEN LESSEE AND THE EQUIPMENT SUPPLIER OR VENDOR. LESSEE AGREES THAT LESSOR IS NOT THE MANUFACTURER OR SUPPLIER OF THE EQUIPMENT. LESSEE HAS SELECTED THE EQUIPMENT BASED UPON ITS OWN JUDGMENT AND ACKNOWLEDGES THAT LESSOR HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, DIRECT OR INDIRECT, EXPRESS OR IMPLIED, AS TO THE SUITABILITY, DURABILITY, DESIGN, OPERATION OR CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY, FITNESS FOR USE FOR ANY PARTICULAR PURPOSE, OR OTHERWISE. No broker, equipment supplier, or other person (other than an employee of Lessor) is an agent of Lessor. Golf RentalAgreement Muni ver. 03.22.21 444469 12/20/2021 6:44 AM Pagel of 5 DocuSign Envelope ID: 7549F9EC-38FA-4B4B-92F8-F7A785BBCF3E 5. GOVERNING LAW, VENUE OF LITIGATION: THIS LEASE, AND ALL MATTERS ARISING FROM THIS LEASE, INCLUDING ALL INTEREST AND FINANCE CHARGES HEREUNDER, SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WASHINGTON. TO THE EXTENT PERMITTED BY LAW, THE PARTIES HEREBY WAIVE THEIR RIGHT TO A JURY TRIAL. THE PARTIES MAY ENFORCE THIS LEASE IN ANY STATE OR FEDERAL COURT LOCATED IN THE STATE OF WASHINGTON HAVING LAWFUL JURISDICTION THEREOF. 6. SECURITY AGREEMENT: In the event this Lease is determined to be governed by Article 9 of the UCC, Lessee hereby grants Lessor a security interest in all Equipment financed by or rented from Lessor, of any kind or nature whatsoever, wherever located, whether now owned or hereafter acquired, and all returns, repossessions, substitutions, replacement parts, accessories, and accessions thereto and thereof, and all proceeds thereof, to secure all present and future obligations of Lessee to Lessor, of every type and description and howsoever evidenced. This Lease shall be construed so that interest, the applicable interest rate and other charges shall not exceed that allowed by applicable law, and any payment that otherwise would be deemed unlawful will be applied first to prepay principal and then refunded to Lessee. 7. APPOINTMENT OF ATTORNEY IN FACT: Lessee authorizes Lessor, its successors and assigns to cause this Lease, or any other document(s) showing the interest of Lessor, including but not limited to UCC financing statements, to be authenticated and filed or recorded. In addition, Lessee appoints Lessor, its successors and assigns, as Lessee's attorney -in -fact (1) to arrange for property damage coverage under a policy of insurance and to transmit Lessee's premium payments to the insurer on behalf of Lessee in the event that Lessee fails to insure the Equipment as required under Section 12, (2) to deal with and to direct said insurer as to any matter concerning the claim for, disposition of, and/or application of proceeds from any policy of insurance, and (3) to receive payments and execute and endorse all documents, checks, drafts, or other instruments necessary or advisable to secure payments due under any policy of insurance. These appointments and authorizations shall be continuous. Nothing in this paragraph shall relieve Lessee of its duty to procure required insurance, to make timely insurance claims, and to otherwise cooperate with insurance carriers and Lessor in seeking insurance coverage and recoveries. 8. UNCONDITIONAL OBLIGATION: Except in the event of termination under Section 19 for non -appropriation, Lessee agrees to be unconditionally obligated to pay all payments and other amounts due hereunder no matter what happens, even if the Equipment is damaged or destroyed, if it is defective, if Lessee no longer can use it, or if the manufacturer or supplier ceases doing business or cannot service and/or support the Equipment, and irrespective of any set-off, counterclaim, defense, or other right which Lessee may have against Lessor or any other person. 9. USE: Lessee agrees that the Equipment will be used for business purposes only and such use shall be in compliance with all applicablc laws. Lessee shall maintain the Equipment in good repair and working order at Lessee's sole expense. 10. TAXES: Lessee agrees to pay all taxes, fees, and governmental charges related to this Lease, which during the term of this Lease or at anytime thereafter may be imposed. If Lessor pays any of the above for Lessee, Lessee agrees to reimburse Lessor on demand, plus interest. Lessor shall not be obligated to contest any valuation of or tax imposed on the Equipment or this Lease. 11. INDEMNITY: To the extent permitted by law, Lessor is not responsible for any losses or injuries caused by the Equipment. Lessee agrees to indemnify Lessor with respect to all claims for losses imposed on, incurred by, or asserted against Lessor, including attorneys' fees and expenses plus interest, where such claims arise or are caused by Lessee's negligence, and Lessee agrees to obtain indemnification from the Equipment supplier to indemnify Lessor for claims related to the Equipment that are not attributable to the Lessee's negligence. Further, Lessee shall, if requested by Lessor, defend Lessor against any claims for losses or injuries caused by the Lessee's negligent performance of this Lease. This provision shall survive the cancellation, termination or expiration of this Lease. 12. INSURANCE: Lessee shall keep the Equipment insured against loss for not less than its replacement cost or such greater amount as may be prescribed by any applicable state law specifying minimum insurance requirements, and shall carry public liability insurance, both personal injury and property damage. Lessee shall name Lessor as an additional insured and as loss payee. If Lessee fails to procure insurance, Lessor may obtain same and pay the amount due thereon as provided for under Section 7 of this Lease and Lessee shall reimburse Lessor upon demand and, if required by Lessor, shall pay interest on such sums due and owing at a rate of up to 18% per annum, but in no event more than the maximum rate permitted by law. With respect to any policy obtained by Lessor under Section 7, Lessor may charge a monthly administrative fee. Any insurance proceeds received with respect to the Equipment will be applied, at the option of Lessor, to repair, restore, or replace the Equipment, or to pay Lessor the remaining balance and any other amounts payable hereunder. 13. LATE CHARGES: If Lessee is delinquent in paying any sum due, Lessee shall pay a charge to offset collection expenses on such delinquent payment of $25.00 or an amount of up to ten percent (10%) of the payment amount that is past due, whichever is greater, but in no event more than allowed by applicable law. In addition, Lessor will impose a surcharge of up to $30 or the maximum allowed under applicable law for any dishonored payment. 14. DEFAULT: Any of the following constitute default: (1) Lessee fails to pay any sum due Lessor; (2) Lessee fails to observe or perform any other term of this Lease; (3) Lessee encumbers or disposes of the Equipment without Lessor's written consent; (4) The filing by or against Lessee or any guarantor of Lessee's obligations to Lessor ("Guarantor") of a petition under the Bankruptcy Code or any other insolvency law; (5) The voluntary or involuntary commencement of any formal or informal proceeding for dissolution, liquidation, settlement of claims against or winding up of Lessee's or a Guarantor's affairs, or Lessee or a Guarantor, if applicable, ceases doing business of going concern; (6) Any representation or warranty made by Lessee or a Guarantor in connection herewith proves to have been materially misleading; (7) Lessee is in default under any other contract or agreement with Lessor; (8) any Guarantor repudiates or attempts to revoke any guaranty of Lessee's obligations to Lessor related to this Lease. 15. REMEDIES: Upon an occurrence of default, Lessor may exercise one or more of the following remedies: (1) Declare due, sue for, and receive from Lessee the sum of all payments and other amounts then due and owing in the current fiscal year under this Lease or any schedule hereto, (2) Require Lessee to return the Equipment at its own expense to any reasonable location Lessor designates; (3) Cancel or terminate this Lease or any other agreement between Lessee and Lessor; (4) Charge Lessee interest on all monies due hereunder from and after the date of default at the rate of 18% per annum, compounded monthly until paid in full, but in no event more than the maximum rate permitted by law; (5) Charge Lessee for any other amounts provided for in this Lease. hi addition, Lessor may use any other remedies available to it under applicable law. These remedies will be applied, to the extent allowed by law, cumulatively. No delay in exercising any right or remedy shall operate as a waiver of any right or remedy or modify the terms of this Lease. A waiver of default shall not be construed as a waiver of any other or subsequent default. In addition to all of Lessor's other rights and remedies, Lessee agrees to pay Lessor all costs and expenses, including attorneys' fees, Golf Rentaftreement_Muni ver. 03.22.21 444469 12/20/2021 6:44 AM Page 2 of 5 DocuSign Envelope ID: 7549F9EC-38FA-4B4B-92F8-F7A785BBCF3E incurred by Lessor in exercising or attempting to exercise any of its rights or remedies. If appropriate in the circumstances, remedies will include those available under Article 9 of the UCC. 16. ASSIGNMENT: Lessee may not sublet, lend, assign, or pledge this Lease, the Equipment, or any interest in either, or permit any lien or security interest thereon. Upon notice and acceptance by Lessee, which acceptance shall not be unreasonably withheld, any and all of Lessor's interest and rights in the Equipment and under this Lease may be assigned, pledged, or otherwise disposed of. Each assignee shall be entitled to exercise all rights and remedies of Lessor with respect to any and all obligations assigned to such assignee, and all references herein to "Lessor" shall include Lessor's assignee, except that said assignee shall not be chargeable with any obligations or liabilities of Lessor hereunder. Lessee will not assert against Lessor's assignee any defense, counterclaim or setoff on account of breach of warranty or otherwise in any action for payment or for possession brought by Lessor's assignee. Any assignment of this Lease by Lessee, whether or not permitted by Lessor, shall not release Lessee from its obligations hereunder. 17. RETURN OF EQUIPMENT: At the end of the original term of this Lease, or if this Lease is terminated under Section 19, Lessee must return the Equipment at its own expense, to Lessor or to a third -party designated by Lessor, and as applicable, the following must be true: All safety equipment must be in place and meet applicable federal, state and other governmental standards; All covers and guards must be in place with no sheet metal, plastic or cowling damage; All parts, pieces, components and optional equipment must be present, installed and operational; All accessories shall be returned in proper order; All motors shall operate smoothly without overheating and shall have good bearings and bushings; All electronic controls shall operate per manufacturers' specifications; Controls which bypass normal operations shall be repaired at Lessee's expense; All electrical systems shall be able to provide electrical output as specified by the manufacturer; All batteries shall be in good, safe operating condition with no dead cells or cracked cases; Batteries shall hold a charge and provide adequate power to operate the Equipment; All Equipment shall have serviceable tires, with 50% remaining tread, retaining proper air pressure, and without repair patches; All oil and grease seals must contain lubrication in the manufacturer's designed reservoir; All Equipment must have a relatively clean appearance; All Equipment must be free from excessive wear necessitating major component repair or replacement caused by lack of recommended maintenance detailed in Equipment operation/maintenance manuals; All Equipment shall be free from structural damage or bent frames; Any usage or metering devices must not have been altered in any way; All Equipment attachments, if any, must be in good operating condition; All hydraulic cylinders must not be bent, nicked, gouged or leaking. If the Equipment is an electric golf car, then in addition to the above return provisions: (i) the golf car must be able to transport two (2) people and their golf clubs; (ii) all batteries and battery terminals must be clean, free of corrosion and have proper battery water levels; and (iii) each golf car must include operable battery chargers. Additionally, all Equipment must be able to complete the following tests: operate normally in forward and reverse directions through all its speed ranges or gears, steer normally right and left in both forward and reverse, have all functions and controls work in a normal manner, be able to stop with its service brakes in a safe distance in both forward and reverse, operate without leaking any fluids, perform its designed functions in a satisfactory manner, and all cutting units (if applicable) must be able to lower, turn on, run, raise and shut off as they are designed to do. If any Equipment is damaged or does not meet the standards set forth above for the return condition of such Equipment or if Lessee fails to discharge Lessee's obligations set forth under this Lease with regard to any Equipment, Lessee shall remit to Lessor, immediately upon demand, the Stipulated Loss Value of such Equipment. The "Stipulated Loss Value" for a particular piece of Equipment shall be an amount equal to: (i) the total of all monthly payments and other amounts, if any, due under the Lease with respect to such Equipment as of the date of payment of the Stipulated Loss Value, plus (ii) all rent not yet due for the Equipment for the remaining term of this Lease, discounted from their respective due dates at the rate of 3% per annum, plus (iii) the Equipment's "Anticipated Residual Value" as determined by Lessor's books as of the date of this Lease. Return Condition Standards applicable when the Equipment is Golf Cars. The Return Condition Standards for golf cars are as follows: (a) Equipment must start, stop, and turn properly; (b) Mechanically, all Equipment must be in operable condition upon return and capable of being driven onto a transporter; (c) Cosmetically, all Equipment and component parts are to be returned operable and complete according to the original state, reasonable wear and tear expected; (d) All equipment shall have serviceable tires, with 50% remaining tread, retaining proper air pressure, and without repair patches; (e) All gauges will be operative and all fluid levels to manufacturer's specifications; and, (f) if the Equipment is an electric golf car, then in addition to the other Return Condition Standards: (i) the golf car must be able to transport two (2) people and their golf clubs; (ii) all batteries and battery terminals must be clean, free of corrosion and have proper battery water levels; and, (iii) each golf car must include operable battery chargers. Any missing Equipment and parts or damage to the Equipment will result in a separate billing at replacement cost or fair market value. Failure to do so, and at Lessor's sole discretion, is a default under this Lease, and in all cases will result in automatic conversion of this Lease to a month -to -month rental agreement on the same terms. Conversion to a month -to -month rental agreement shall not operate to waive any of Lessor's rights herein. 18. REPRESENTATIONS AND WARRANTIES: Lessee represents and warrants to Lessor that as of the date hereof, and throughout the term of the Lease: (a) Lessee is a political subdivision of the state or commonwealth in which it is located and is organized and existing under the constitution and laws of such state or commonwealth; (b) Lessee has complied, and will comply, fully with all applicable laws, rules, ordinances, and regulations governing open meetings, public bidding and appropriations required in connection with the Lease, the performance of its obligations under the Lease and the acquisition and use of the Equipment; (c) the person(s) signing the Lease and any other documents required to be delivered in connection with the Lease (collectively, the "Documents") have the authority to do so, are acting with the full authorization of Lessee's governing body, and hold the offices indicated below their signatures, each of which are genuine; (d) the Documents are and will remain valid, legal and binding Leases, and are and will remain enforceable against Lessee in accordance with their terms; and (e) the Equipment is essential to the immediate performance of a governmental or proprietary function by Lessee within the scope of its authority and will be used during the term of the Lease only by Lessee and only to perform such function. Lessee further represents and warrants to Lessor that, as of the date each item of Equipment becomes subject to the Lease and any applicable schedule, it has funds available to pay all Lease payments payable thereunder until the end of Lessee's then current fiscal year and will request future appropriations sufficient to fulfill Lessee's obligations under this Lease. 19. TERMINATION FOR GOVERNMENTAL NON -APPROPRIATIONS: To the extent permitted by applicable law, Lessee agrees to take all necessary and timely action during the Lease term to obtain and maintain funds appropriations sufficient to satisfy its payment obligations under the Lease (the "Obligations"), including, without limitation, providing for the Obligations in each budget submitted to obtain applicable appropriations, causing approval of such budget, and exhausting all available reviews and appeals if an appropriation sufficient to satisfy the Obligations is not made. Notwithstanding anything to the contrary provided in the Lease, if Lessee does not appropriate funds sufficient to make all payments due during any fiscal year under the Lease and Lessee does not otherwise have funds available to lawfully pay the Lease payments (a "Non -Appropriation Event"), and provided Lessee is not in default of any of Lessee's obligations under this Lease as of the effective date of Golf Rentaftreement_Muni ver. 03.22.21 444469 12/20/2021 6:44 AM Page 3 of 5 DocuSign Envelope ID: 7549F9EC-38FA-4B4B-92F8-F7A785BBCF3E such termination, Lessee may terminate this Lease effective as of the end of Lessee's last funded fiscal year ("Termination Date") without liability for future payments or the early termination charge under this Lease, if any, by giving at least 60 days' prior written notice of termination ("Termination Notice") to Lessor. If Lessee terminates the Lease prior to the expiration of the end of the original term of this Lease as permitted under the terms of this Lease or as set forth herein or in any schedule, Lessee shall (i) on or before the Termination Date, return the Equipment subject to the terminated Lease in accordance with the return requirements set forth in this Lease, (ii) provide in the Termination Notice a certification of a responsible official that a Non -Appropriation Event has occurred, (iii) deliver to Lessor, upon request by Lessor, an opinion of Lessee's counsel (addressed to Lessor) verifying that the Non -Appropriation Event as set forth in the Termination Notice has occurred, and (iv) pay Lessor all sums payable to Lessor under this Lease up to and including the Termination Date. Lessee acknowledges and agrees that, in the event of the termination of this Lease and the return of the Equipment as provided for herein, Lessee shall have no interest whatsoever in the Equipment or proceeds thereof and Lessor shall be entitled to retain for its own account the proceeds resulting from any disposition or re -leasing of the Equipment along with any advance rentals, security deposits or other sums previously paid by Lessee pursuant to the terms of the Lease. 20. DELIVERY OF CERTAIN DOCUMENTS AND RELATED REQUIREMENTS: Lessee will execute or provide, as requested by Lessor, annual budget and financial information and such other documents and information, including an opinion of Lessee's counsel as to the validity and enforceability of this Lease, as are reasonably necessary with respect to the transaction contemplated by this Lease. If Lessee is a "Registered Organization" (as such term is defined in the UCC), then Lessee will: (i) upon request of Lessor, provide copies of its applicable registered organization documents; and (ii) not change its legal name or its chief executive office or state of organization, without, in each case, giving Lessor at least 30 days' prior written notice of any such event. 2LEXCESS USAGE AND SUPPLEMENTAL RENTALS (APPLICABLE TO TURF CARE AND MAINTENANCE EQUIPMENT ONLY): At the end of the original term of the Lease, Lessee shall remit to Lessor $5.00 per hour on each piece of Equipment that has hourly use in excess of the maximum hours as indicated above. Lessee shall remit such amounts within ten (10) days of Lessor's written demand. The hours of use of a particular item of Equipment shall be determined by the hour meter attached to said Equipment, provided that such meter remains operable and accurate. If any such hour meter becomes inoperable or inaccurate, Lessee shall immediately repair or replace same, and shall immediately notify Lessor in writing of such event and of the correct hours of usage of such Equipment during the period of time the hour meter was inoperable or inaccurate. Lessee shall promptly furnish Lessor such information as Lessor may reasonably request from time to time in order to document the hours of usage of the Equipment. If this Lease terminates or is cancelled prior to the end of the original term of the Lease, then the Maximum Hours specified above shall be reduced pro rata based on the number of months remaining in the current year or original term of the Lease, as applicable. 22. LESSEE WAIVERS: To the extent permitted by law, Lessee waives all rights and remedies against Lessor provided by Article 2A of the UCC. All other rights and remedies available at law are expressly reserved and shall remain available to Lessee. Lessor will not be liable for specific performance of this Lease or for any losses, damages, delay, or failure to deliver the Equipment. 23. GENERAL: This Lease may, in Lessor's sole discretion, be delivered and/or reproduced by facsimile, optical scanning or other electronic means ("e-copy") and such e-copy or a printed version thereof shall be enforceable as an original and admissible as such in any court or other proceeding, provided that there shall be only one original of this Lease and it shall bear the original ink or electronic signature of Lessor and be marked "Original." Each party's electronic signature on this Lease shall be unconditionally valid and legally enforceable, and each party agrees not to contest the validity or enforceability of any electronic signature (or the authority of the electronic signer to sign). To the extent that this Lease constitutes chattel paper (as that term is defined by the Uniform Commercial Code), a security or ownership interest intended to be created through the transfer and possession of this Lease can be done only by the transfer of the "Original" bearing the original ink or electronic signature of Lessor; provided that, if the "Paper Out" process shall have occurred, or if there shall simultaneously exist both the "Paper Out" printed version and an electronic version of this Lease, then the "Paper Out" printed version of such document bearing the legend "Original" applied by Lessor shall constitute the sole chattel paper original and authoritative version. If Lessor permit Lessee to deliver this Lease or any related document to Lessor via facsimile or other electronic means, Lessee shall deliver to Lessor, promptly on request, such document bearing Lessee's electronic or "wet ink" signature; provided that neither delivery nor failure to deliver the document bearing Lessee's electronic or "wet ink" signature shall limit or modify the representations and agreements set forth above. This Lease shall inure to the benefit of and is binding upon the parties and their heirs, personal representatives, successors, and assigns. This Lease represents the entire agreement between the parties, superseding all prior or contemporaneous negotiations, discussions, understandings, or agreements pertaining to the subject matter hereof. This Lease shall not be modified without both parties' written consent. If any provision of this Lease is deemed unenforceable, then such provision shall be deemed deleted and all other provisions of this Lease shall remain in full force and effect. Any written notice hereunder shall be deemed given when delivered personally, deposited with a nationally recognized overnight courier (with all fees pre -paid), delivered via facsimile or e-mail (with confirmation of transmission), or deposited in the United States mails, certified or registered mail, addressed to recipient at its address set forth above or such other address as may be substituted therefor by notice given pursuant to the terms hereof. Lessee hereby agrees that Lessor, including its vendors, service providers, partners, affiliates successors and assigns, may contact Lessee at any telephone number provided to Lessor, by placing voice telephone calls (including use of automatic telephone dialing systems or prerecorded voice messaging). Lessee authorizes, and represents that all Lessee's principals have authorized, Lessor to obtain such credit bureau reports and make such other credit inquiries with respect to Lessee and such principals as Lessor deems appropriate throughout the term of this Lease. On written request, Lessor will identify any reporting agency used for such a report. Lessee agrees that Lessor may receive from and disclose to other persons, including credit reporting agencies and respective equipment vendors and suppliers, information about Lessee's accounts and credit experience. Lessee hereby authorizes any person to release to Lessor credit experience and account information relating to Lessee. Lessee shall execute and deliver to Lessor such other documents and provide such information, including information identifying the owners of Lessee and its affiliates and their respective ownership interests, as Lessor may reasonably deem necessary to comply with laws or regulations applicable to Lessor or Lessee, including laws and regulations requiring Lessor to obtain Lessee's certification of its beneficial owner(s) prior to making payment(s) to Lessee during or after the term of this Lease. Under federal law, Lessor must obtain, verify and record identifying information for each person opening an account. Lessor will ask for Lessee's name, address, date of birth and other identifying information. Lessor may also ask for Lessee's driver's license or other identifying documents. This Lease shall not be deemed terminated until Lessee has fulfilled all obligations herein. Time is of the essence for all purposes of this Lease. Golf Rentaftreement_Muni ver. 03.22.21 444469 12/20/2021 6:44 AM Page 4 of 5 DocuSign Envelope ID: 7549F9EC-38FA-4B4B-92F8-F7A785BBCF3E ADDITIONAL TERMS AND CONDITIONS Lessee acknowledges having read the terms and conditions printed above, and unconditionally agrees to same. Lessee requests that Lessor countersign this Lease and requests and hereby authorizes Lessor to pay the Equipment vendor/manufacturer. Lessor: TCF National Bank Lessee: City of Kent, Washington DocuSigned by: By: By: I A ~"'1" w dA.G1. 93E99D67ED24442... THIS LEASE IS NOT BINDING UNTIL ACCEPTED BY LESSOR Title: Dana Ralph, Mayor Golf RentalAgreement_Muni ver. 03.22.21 444469 12/20/2021 6:44 AM Page 5 of 5 OFFICE OF THE CITY ATTORNEY CIVIL DIVISION Arthur “Pat” Fitzpatrick, City Attorney 220 4th Avenue South Kent, WA 98032 Fax: 253-856-6770 PHONE: 253-856-5770 City of Kent Office of the City Attorney Mayor Dana RalphKentWA.govOPINION OF COUNSEL February 8, 2022 Lessee: City of Kent, Washington 220 Fourth Ave. S, Kent, WA 98032 Lessor: The Huntington National Bank 1405 Xenium Lane North (PCC180) Plymouth, MN 55441 Re: Contract 008-0742593-102, dated as of June 9, 2021, by and between City of Kent, Washington and Lessor Ladies and Gentlemen: I have acted as counsel to Lessee with respect to the contract described above (the "Lease") and various related matters, and in this capacity have reviewed a duplicate original or certified copy of the Lease and exhibit thereto. Based upon the examination of these and such other documents as I deem relevant, it is my opinion that: 1.Lessee is a public corporation and political subdivision of the State of Washington (the "State") duly organized, existing and operating under the Constitution and laws of the State. The full, true, and correct legal name of Lessee is the City of Kent. 2.The Uniform Commercial Code, as adopted in the State (the "UCC"), and no other statute of the State, governs the creation, perfection, priority or enforcement of a security interest created by Lessee. 3.Lessee is authorized and has power under State law to enter into the Lease, and to carry out its obligations thereunder and the transactions contemplated thereby. 4.The Lease and the other documents described above have been duly authorized, approved, executed and delivered by and on behalf of Lessee, and the Lease is a valid and binding contract of Lessee enforceable in accordance with its terms, except to the extent limited by State and Federal laws affecting remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. February 8, 2022 Page: 2 5.The authorization, approval and execution of the Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, public bidding laws, and all other applicable State and Federal laws. 6.The execution of the Lease and the appropriation of moneys to pay the payments coming due under the Lease do not result in the violation of any constitutional, statutory, or other limitation relating to the manner, form, or amount of indebtedness which may be incurred by Lessee. 7.There is no litigation, action, suit, or proceeding pending or before any court, administrative agency, arbitrator, or governmental body, that challenges the organization or existence of Lessee; the authority of the organization or existence of Lessee; the authority of its officers; the proper authorization, approval and execution of the Lease and the other documents described above; the appropriation of monies to make Rental Payments under the Lease for the current fiscal year, or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby. This opinion of counsel may be relied upon by Lessor and its successors and assigns. Very truly yours, Tammy White Deputy City Attorney DocuSign Envelope ID: 7549F9EC-38FA-4B4B-92F8-F7A785BBCF3E IN�II Huntington CERTIFICATE OF INCUMBENCY LEASE NO. 008-0742593-102 DATED AS OF April 16, 2021 Kim Komoto I, , do hereby certify that I am the duly elected or appointed and acting Clerk/Secretary of City of Kent, Washington (the "Lessee"), a political subdivision duly organized and existing under the laws of the State of Washington, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names. NAME TITLE Dana Ralph Mayor SIGNATURE DocuSigned by: Vag L 93E99D67ED24442... IN WITNESS WHEREOF, I have duly executed this certificate this day of , 20 Docu Signed by: Signed: F�V4 6046 7ED243939C2341 D... Title: City Clerk NOTE: The Clerk or Secretary of the Lessee should sign unless that person is also the signor of the documents in which case the President or some other Officer of the Lessee should execute this document. Muni_ Lease_ Incumbency v.01.12.17 444469 S 12/10/2021 12:40 PM DocuSign Envelope ID: 7549F9EC-38FA-4B4B-92F8-F7A785BBCF3E INd1 Huntington Self -Insurance Addendum The "Contract": Lease Number 008-0742593-102 dated April 16, 2021 "Lessee" City of Kent, Washington, 220 Fourth Ave. S, Kent, WA 98032 "Lessor" The Huntington National Bank, 1405 Xenium Lane North (PCC180), Plymouth, MN 55441 This Addendum is part of, and reference is hereby made to, the above -referenced Contract between Lessee and Lessor. Notwithstanding the provisions in the Contract requiring Lessee to procure and maintain insurance, so long as Lessee is not in default under the Contract or any other agreement between Lessor and Lessee, and provided that there shall be no material adverse change in the financial condition of Lessee from and after the date of this Addendum (as determined by Lessor in its sole discretion), Lessee may self -insure against physical loss or damage to the Equipment, as defined in the Contract, to the same extent it self -insures equipment and other goods which it owns that are similar in nature to the Equipment, provided such self-insurance program is not inconsistent with prudent industry practice. Lessee shall deliver to Lessor a self-insurance certificate with respect to Equipment which Lessee will self -insure, substantially in the form attached to this Addendum. In the event (a) Lessee ceases to be self -insured or elects not to be self -insured with respect to a specific item of Equipment, or (b) Lessor notifies Lessee that Lessee may no longer self -insure due to a default having occurred under the Contract or another agreement between Lessee and Lessor or due to a material adverse change in the financial condition of Lessee, then this Addendum shall become void and Lessee shall immediately procure and maintain all insurance as required pursuant to the terms of the Contract, but excluding the terms of this Addendum. Except as expressly set forth in this Addendum, nothing herein shall be deemed to modify Lessee's obligations under the Contract. Dated as of February 17, 2022 DOCUSig ned by: Lessee: City of Kent, Washington By: NAA ' 4L Dana Ralph, Mayor 93E99D67ED24442... SelIInsurance Addendum ver. 06.09.2014 444469 S 12/10/2021 12:40 PM DocuSign Envelope ID: 7549F9EC-38FA-4B4B-92F8-F7A785BBCF3E The "Contract': Lease Number 008-0742593-102 dated April 16, 2021 "Lessee" City of Kent, Washington, 220 Fourth Ave. S, Kent, WA 98032 "Lessor" The Huntington National Bank, 1405 Xenium Lane North (PCC180), Plymouth, MN 55441 SELF-INSURANCE CERTIFICATE - PROPERTY DAMAGE To Lessor: This is to acknowledge that the above -referenced Lessee is under a self-insurance program for physical loss or damage with respect to the Equipment described in the Contract between Lessee and Lessor, for any loss or damage to the Equipment. Lessee further certifies that it will notify Lessor in writing, via certified mail, in the event of any theft, loss, damage or other casualty to the Equipment within 48 hours of the date of such occurrence. Dated as of February 17, 2022 DocuSigned by: Lessee: City of Kent, Washington By: VO L NfL Dana Ralph, Mayor 93E99DVED24442... SelIInsurance Addendum ver. 06.09.2014 444469 S 12/10/2021 12:40 PM �N�1 Huntington Delivery and Acceptance "Lessee" City of Kent, Washington, 220 Fourth Ave. S, Kent, WA 98032 "Lessor" The Huntington National Bank, 1405 Xenium Lane North (PCC180), Plymouth, MN 55441 Delivery and Acceptance agreement attached to and made a part of Lease 008-0742593-102 dated April 16, 2021 (the "Lease"). This Certificate relates to the Equipment (the "Equipment") that is described in the Lease. Pursuant to the Lease, Lessee acknowledges that Lessor has acquired the Equipment in connection with the Lease and Lessee has either received a copy of the purchase agreement with the vendor of the Equipment on or before signing the Lease or has approved such purchase. Lessee hereby represents, warrants and certifies that (i) all of the Equipment has been delivered to Lessee at the Equipment Location set forth in the Lease and has been installed, tested and inspected by Lessee or duly authorized representatives of Lessee, (ii) the Equipment Description set forth in the Lease is complete and correct, (iii) the Equipment, together with any supporting documentation, is exactly what Lessee ordered, is in good working order, is satisfactory in all respects and has been accepted by Lessee under the Lease as of the Acceptance Date set forth below, and (iv) there has been no adverse change in the business or financial condition of Lessee or any guarantor of the Lease since the day the most recent financial statement of Lessee or any guarantor was submitted to Lessor. If Lessee has made a deposit to the Equipment vendor(s), by signing this Certificate, Lessee hereby transfers all of Lessee's right, title and interest in and to the Equipment to Lessor, except to the extent set forth in the Lease, whether or not Lessee has been reimbursed for the deposit(s). IMPORTANT: LESSEE SHOULD SIGN THIS CERTIFICATE ONLY AFTER LESSEE HAS RECEIVED AND IS COMPLETELY SATISFIED WITH THE EQUIPMENT. BY SIGNING THIS CERTIFICATE, LESSEE (1) IS IRREVOCABLY ACCEPTING THE EQUIPMENT, (2) BECOMES ABSOLUTELY AND IRREVOCABLY OBLIGATED TO LESSOR UNDER THE LEASE, AND (3) MAY NOT THEREAFTER REJECT THE EQUIPMENT, CANCEL OR TERMINATE THE LEASE OR DENY ANY STATEMENT MADE IN THIS CERTIFICATE, FOR ANY REASON WHATSOEVER Acceptance Date: Lessee: City of Kent, Washington By: Printed Name: Please Complete and return this document by Fax to 800-741-8079 upon delivery and acceptance of the financed Equipment. Delivery_Acceptuce ver 05/04/2011 444469 S 12/10/2021 12*40 PM Pending Approval Kent City Council City Council Regular Meeting Minutes January 18, 2022 Date: January 18, 2022 Time: 7:02 p.m. Place: Chambers 1. CALL TO ORDER/FLAG SALUTE Council President Bill Boyce called the meeting to order. 2. ROLL CALL Attendee Name Title Status Arrived Dana Ralph Mayor Remote Bill Boyce Council President Present Brenda Fincher Councilmember Remote Satwinder Kaur Councilmember Remote Marli Larimer Councilmember Present Toni Troutner Councilmember Present Les Thomas Councilmember Excused Zandria Michaud Councilmember Present 3. AGENDA APPROVAL A. I move to approve the agenda as amended. Chief Administrative Officer, Derek Matheson added consent item 8.I, an Excused Absence for Councilmember Thomas. RESULT: MOTION PASSES [UNANIMOUS] MOVER: Toni Troutner, Councilmember SECONDER: Zandria Michaud, Councilmember AYES: Boyce, Fincher, Kaur, Larimer, Troutner, Michaud 4. PUBLIC COMMUNICATIONS A. Public Recognition i. Recognition of Adopt-A-Street/Spot Program Volunteers Conservation Coordinator, Tony Donati recognized the Adopt-a-Street/Spot program volunteers. ii. Torklift Central Annual Turkey Challenge Awards Jasmyne Faborito and Kayla Doll from Tork Lift Central presented the 2021 Turkey Challenge awards. Mayor Ralph expressed appreciation of Tork Lift Central for putting on this fabulous annual event. Kent City Council City Council Regular Meeting Minutes January 18, 2022 Kent, Washington Page 2 of 6 B. Community Events Council President Boyce announced upcoming events at the accesso ShoWare Center. Councilmember Fincher provided details on upcoming Spotlight Series events. C. Public Safety Report Chief Padilla presented the Public Safety report. Chief Padilla advised of the recent promotions of Matt Stansfield to Commander and Landon Meyer to Sergeant. Chief Padilla provided brief backgrounds of Officers Ali DeMarinis, Autumn Heerspink, Grazia Huntley, David Jones and Joshua Lamothe. Council President Boyce conducted the official swearing-ins. Chief Padilla presented Sergeant Joshua Bava with the Chief's Award for Professional Excellence. Chief Padilla presented retired Commander Rob Scholl with the Chief's Award for Distinguished Service. Chief Padilla announced the following "of the year" awards: Officer of the Year - Chelsea Pribble Corrections Officer of the Year - Brandon Li Civilian of the Year - Allyson Miller 5. REPORTS FROM COUNCIL AND STAFF A. Mayor Ralph's Report Mayor Ralph provided an update on garbage collection services during the recent winter weather events. Mayor Ralph serves as the chair of the Transportation Policy board that recently approved the project selection framework for the upcoming federal grant process. Mayor Ralph invited the public to provide public comment for the Regional Transportation Plan update - visit PSRC.org to provide comment. Mayor Ralph participated in the recent South King County Housing & Homeless Partnership Advisory Board meeting. B. Chief Administrative Officer's Report Chief Administrative Officer Derek Matheson advised the upcoming City Council Retreat will be held February 4 - 5, 2022. Details are being finalized. Kent City Council City Council Regular Meeting Minutes January 18, 2022 Kent, Washington Page 3 of 6 Matheson advised his written report is in today's agenda packet and that there is no executive session. C. Councilmembers' Reports Council President Boyce reviewed the agenda items from today's Operations and Public Safety Committee and workshop. Councilmember Michaud serves as the chair of the Parks and Human Services Committee that recently approved a contract to build a lunar lander at Kherson Park. The committee also approved an agreement for leasing the golf carts at Riverbend. The committee also received a presentation on the Parks Facilities work plan. Councilmember Troutner serves as the chair of the Economic and Community Development Committee. Troutner provided a review of the agenda items, including a report on downtown Kent business activity and upcoming events. Troutner serves on the Puget Sound Regional Fire Authority Governance Board. The PSRFA is purchasing new apparatus and hiring new firefighters. Troutner expressed appreciation for the partnerships of the City and PSRFA for putting on vaccination clinics and testing sites. Councilmember Kaur serves on K4C that recently met and is tracking legislative bills. approved the Arts Plan. Fincher provided details on the Spotlight Series events and art contest. Councilmember Fincher serves as the chair on the King Conservation District. Fincher reminded everyone to visit KingCD.org to vote for the supervisor position. 6. PUBLIC HEARING None. 7. PUBLIC COMMENT Dennis Higgins, a Kent resident provided public comment regarding Derek Kammerzell and suggested fixing state law regarding police accountability and discipline standards in addition to repealing state law that gives police officers special appeal rights. 8. CONSENT CALENDAR Kent City Council City Council Regular Meeting Minutes January 18, 2022 Kent, Washington Page 4 of 6 RESULT: APPROVED [UNANIMOUS] MOVER: Toni Troutner, Councilmember SECONDER: Zandria Michaud, Councilmember AYES: Boyce, Fincher, Kaur, Larimer, Troutner, Thomas, Michaud A. Payment of Bills - Authorize MOTION: I move to authorize the payment of bills received through 12/15/21 and paid on 12/15/21, authorize the payment of bills received through 12/31/21 and paid on 12/31/21, approve the checks issued for payroll 12/1/21- 12/15/21 and paid on 12/20/21, and authorize checks issued for payroll 12/16/21 - 12/31/21 and paid on 1/5/22, all audited by the Operations and Public Safety Committee on January 4, 2022. B. Approval of Minutes 1. Council Workshop - Workshop Regular Meeting - Jan 4, 2022 5:00 PM 2. City Council Meeting - City Council Regular Meeting - Jan 4, 2022 7:00 PM C. Curtis Blue Line Law Enforcement Equipment Purchases - Authorize AMENDED MOTION: I move to authorize the Police chief to purchase law enforcement equipment through a cooperative purchasing agreement the League of Oregon Cities has with established budgets and made during the term of the cooperative contract and for the Chief to provide the Council with an itemized list of spending under this contract on a monthly basis. D. Safariland, LLC - Law Enforcement Equipment Purchases - Authorize AMENDED MOTION: I move to authorize the Police Chief to purchase law enforcement equipment through a cooperative purchasing agreement the state Department of Enterprise Services has with Safariland, LLC, if those purchases are within cooperative contract and for the Chief to provide the Council with an itemized list of spending under this contract on a monthly basis. E. Lunar Lander/Mission Control Contract for Kherson Park - Authorize Kent City Council City Council Regular Meeting Minutes January 18, 2022 Kent, Washington Page 5 of 6 MOTION: I move to authorize the mayor to sign a Goods & Services Agreement with Northwest Playground Equipment, in the amount of $300,947.34, for interactive replicas of a Lunar Lander module and Mission Control console, to be installed during the Kherson Park Renovation project, subject to final terms and conditions acceptable to the Parks Director and City Attorney. F. Riverbend Golf Complex Golf Cart Use Agreement and Financing Lease Agreements - Authorize MOTION: I move to authorize the Mayor to sign all necessary documents to lease 72 golf carts and three maintenance carts from Pacific Golf and Turf, LLC through The Huntington National Bank for a 4-year term that will commence upon the date the equipment is received by the City and the bank remits payment to Pacific Golf and Turf, subject to final agreement terms and conditions acceptable to the Parks Director and City Attorney. G. Downey Farmstead Side Channel Restoration Washington Department of Ecology Shorelands Floodplains by Design Grant Agreement - Authorize MOTION: I move to authorize the Mayor to sign a Shorelands Floodplains by Design grant agreement with the Washington State Department of Ecology in the amount of $3,226,880.00 for the Downey Side Channel Restoration Project, subject to final terms and conditions acceptable to the City Attorney and Public Works Director. H. Accept the James Street Improvements Watermain and Landscaping Woodford Avenue North to 102nd Avenue South Project as Complete - Authorize MOTION: I move to authorize the Mayor to accept the James Street Improvements Watermain and Landscaping - Woodford Avenue North to 102nd Avenue South Project as complete and release retainage to R.L. Alia Company upon receipt of standard releases from the State and the release of any liens. I. Excused Absence for Councilmember Thomas 9. OTHER BUSINESS None. 10. BIDS None. Kent City Council City Council Regular Meeting Minutes January 18, 2022 Kent, Washington Page 6 of 6 11. EXECUTIVE SESSION AND ACTION AFTER EXECUTIVE SESSION None. 12. ADJOURNMENT Council President Boyce adjourned the meeting. Meeting ended at 8:09 p.m. Kimberley A. Komoto City Clerk DocuSign Certificate Of Completion Envelope Id: 7549F9EC38FA4B4B92F8F7A785BBCF3E Subject: Please DocuSign: DocuSign Pkg - City of Kent, Washington - 100 101 & 102.pdf Source Envelope: Document Pages: 25 Signatures: 15 Certificate Pages: 5 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original 2/17/2022 9:41:29 AM Signer Events Dana Ralph DRalph@KentWA.gov Mayor Security Level: Email, Account Authentication (None), Access Code Electronic Record and Signature Disclosure: Accepted: 2/17/2022 1:49:46 PM ID: d4f4e258-c6e9-4867-8d13-f12a7fdb8696 Company Name: The Huntington National Bank Kim Komoto Kkomoto@Kentwa.gov Security Level: Email, Account Authentication (None), Access Code Electronic Record and Signature Disclosure: Accepted: 2/17/2022 5:39:17 PM ID:5e4eca5b-1b70-4c55-be87-5ec83540ece4 Company Name: The Huntington National Bank In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Philip Veerman philip.e.veerman@huntington.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Holder: Amy Kuester akuester@financediv.com Signature ED*cuSi ... d by: A E�9 ra7 L 93 Signature Adoption: Pre -selected Style Using IP Address: 146.129.252.126 �I Doo�siynea by: l � I w�0�b 7ED243939C2341 D... Signature Adoption: Pre -selected Style Using IP Address: 146.129.252.126 Signature Status Status Status Status Status OPIED Status: Completed Envelope Originator: Amy Kuester 1405 Xenium Lane N Plymouth, MN 55441 akuester@financediv.com IP Address: 170.128.39.30 Location: DocuSign Timestamp Sent: 2/17/2022 1:32:30 PM Viewed: 2/17/2022 1:49:46 PM Signed: 2/17/2022 1:51:14 PM Sent: 2/17/2022 1:51:15 PM Viewed: 2/17/2022 5:39:17 PM Signed: 2/17/2022 5:41:10 PM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 2/17/2022 5:41:11 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 2/17/2022 1:32:30 PM Certified Delivered Security Checked 2/17/2022 5:39:17 PM Signing Complete Security Checked 2/17/2022 5:41:10 PM Completed Security Checked 2/17/2022 5:41:11 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, The Huntington National Bank (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check- system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. 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Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact The Huntington National Bank: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: customerservice@financediv.com To advise The Huntington National Bank of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at customerservice@financediv.com and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from The Huntington National Bank To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to customerservice@financediv.com and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with The Huntington National Bank To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to customerservice@financediv.com and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check- By selecting the check- that: You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify The Huntington National Bank as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by The Huntington National Bank during the course of your relationship with The Huntington National Bank.