HomeMy WebLinkAboutCAG2022-055 - Supplement - The Huntington National Bank - Fully Executed Riverbend Golf Cart Use & Lease Agreement - 01/01/2022DocuSign Envelope ID: 7549F9EC-38FA-4848-92F8-F7A78588CF3E LEASE AGREEMENT
fro Huntington (EQUIPMENT RENTAL)
This "Lease": Lease Agreement Number 008-0742593-100 Dated June 9, 2021
.'Lessee"
City of Kent, Washington, 220 Fourth Ave. S, Kent, \\'A 98032
Fax: E-mail:
"Lessor"
The Huntin ton National Bank, 1405 Xenium Lane North PCC180 , Plvmouth, MN 55441
Fax:319-833-4577 E-mail:cuslomerservicc a financediN.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 S5,114.88 (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 SO.00 is
due each November, December, January and
First:SO.00
February for a total of 16 SO Payment Months,
Last:SO.00
The Total Number of Rental Payments includes
Total:SO.00
both the Standard Payment Months and the SO
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
I. 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, pro% ided 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.
2. 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.
3. 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 w.ho
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.
4. DISCLAIMER OF WARRANTIES: AS BETWEEN LESSOR AND LESSEE, THE EQUIPMhNT IS BEING RENTED IN "AS IS"
CONDITION, PROVIDED HOWEVER, THAT LESSEE'S ACKNOWLEDGEMENT OF LESSOR'S WAIVER OF WARRANTIES ENDER
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, 11-S 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.
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5. GOVERNING LAW; VENUE OF LITIGATION: THIS LEASE, AND ALL MATTERS ARISING FROINI 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
PERAHTTED BY LAW, THE PARTIES HEREBY NAIVE THEIR RIGHT TO A JURY TRIAL. THE PARTIES �-VIAV
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 1N 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-uh-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 tine
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 duc tinder 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 tennination 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 andror
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 applicable 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 oral 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 tine
Equipment, or to pay Lessor the retraining 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 S25.00 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 maximurn 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 Guarantors 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 in occurrence of default, Lessor may exercise one or more of the following remedies: (1) Declare due. sue for, and receive
from Lessee the sure 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 tine date or default at
the rate of I M° 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 In addition, Lessor may use any other remedies a%ailablc to it tinder 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.
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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.
W 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
%%ill not assert against Lessor's assignee ,my 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 as lenninated tinder 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 most be in place and meet applicable federal, state and other go%ernnnental 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 Equipmcnt; 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 falls to discharge Lessee's obligations set forth under this Lease
%vith 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 tern of this Lease, discounted from their respective due dates at the rate of 3% per amhum, 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 arc 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 tern 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 [lie 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 (c)
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 tern 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 nuke 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 other% use 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
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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 terns 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 surns 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 surns previously paid by Lessee pursuant to
the terms of the Lease.
20. DELIVERY OF CERTAIN DOCUMENTS AND RELATED REQUIREMENTS: LeSSCe 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 arc reasonably necessary with respect to the transaction contemplated by this Lease. If Lessee is a
"Registered Organization" (as such term is defined 1n 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.
21. EXCESS 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 S5.00 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 tern 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 (he 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 a -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 Uniforn 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 [line 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 recogniLed overnight courier (with all fees pre -paid), delivered via
facsimile or c-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 terns 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 tern 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 interest,,, as Lessor may reasonably deem necessary to comply with laves 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 deerned terminated until Lessee has
fulfilled all obligations herein. Time is of the essence for all purposes of this Lease.
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ADDITIONAL TERMS AND CONDITIONS
Lessee acknowledges having read the terms and conditions printed above, and unconditionally agrees to same. Lessee requcstS that Lessor
counlcrsign this Lease and requests and hereby authorizes Lessor to pay Eqt ipment vend 'anufucturcr.
Lessor: The Iluntington National Bank By;rT9�309067EO24442
os neaby: Title:YP �� ,5
Lessee: City of Kent, Washington By:� Dana Ralph, Mayor
THIS LEASE IS NOT BINDING UNTIL ACCEPTED BY LESSOR
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N i HuntingtonLEASE AGREEMENT
0(EQUIPMENT RENTAL)
This "Lease": Lease Agreement Number 008-0742593-101 Dated Junc 9, 2021
"Lessee".
Citv of Kent, Washington, 220 Fourth Ave. S, Kent, WA 98032
Fax: E-mail:
"Lessor"
The Huntington National Sank, 1405 Xenium Lane North PCC180 , Plymouth, SIN 55441
Fax:319-833-4577 E-itrtil:customerservice a;tinancediv.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 S4,392,36 (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 SO.00 is
due each November, December, January and
FirsvSO-00
February for a total of 16 SO Payment Months.
Last:SO.00
The Total Number of Rental Payments includes
TotaI:SO 00
both the Standard Payment Months and the SO
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
1. RENTAL: Lessor rents to Lessee and Lessee rents from Lessor the equipment, furniture, fixtures, machinery, inventory, goods and software, as
such tenns 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 ilic
UCC. Pursuant to Article 2A, Lessee is entitled to the promises and warranties, including those of any third party, prop ided 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.
2. PAYMENTS: Other than as set forth in a rider hereto, rental payments are due monthly, beginning [lie 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.
3. 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.
4. DISCLAIMER OF WARRANTIES: AS BETWEEN LESSOR AND LESSEE, THE EQUIPMENT IS BEING RENTED W "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 NUT 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.
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DocuSign Envelope ID 7549F9EC-38FAAB4B-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.
G. 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 ail 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. fit
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 co\crage 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 sel-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 applicable 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 any time
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, tennination 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 surns 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 S25.00 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 S30 or [lie 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 Leasc; (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 Guarantors 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, site for, and receive
from Lessee the sum of all payments and other amounts then due and owing in flu 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 nwnics 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. In addition, Lessor may use any other remedies mailable 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 wai%cr
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,
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DocuSign Envelope ID 7540FgEC-38FA-4B48-92FB-F7A785BBCr3r-
incurred by Lessor in exercising or attempting to exercise any of its rights or remedies. [f appropriate in the circumstances, remedies will
include those available tinder 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 witliheld, 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 otltervise 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 teen of this Lease, or if this Lease is terminated under Section 19, Lessee must retuni
the Equipment at its own expense. to Lessor or to a third -party designated by Lessor, and as applicable. [lie 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 ally, 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 nonnally 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, nun, 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 ail 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 tern of this Lease, discounted from their respective due dates at [lie 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. Returni 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 property, (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 terns. 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 tern 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
arc and will remain valid, legal and binding Leases, and are and will remain enforceable against Lessee in accordance with their terms; and (c)
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 terns 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. TER;<IINATION 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 finds 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
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such termination. Lessee may tenninate this Lease effectiNe 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
tenmination ("Termination Notice") to Lessor. If Lessee tcnninatcs the Lease prior to the expiration of the end of the original term of this Lease
as permitted under the terns 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 tenninated Lease in accordance with the return requirements set forth in this Lease, (ii) provide in the Termination
Notice a certification of it 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 c,.cnt of tine ternunaton of tins 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 rnfornatton and such other documents and infornation, including an opinion of Lessee's counsel as to the validity
and enforceability of this Lease, as are reasonably necessary v ith respect to the transaction contemplated by this Lease. If Lessee is a
"Registered Organization" (as such tern is defined in the UCC), then Lessee will: (i) upon request of Lessor, provide copies of its applicable
registered organization documents, and (tit) 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 vv ritten notice of any such event.
21. EXCESS 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 S5.00 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 tcnninatcs or is cancelled prior to the end of the original term of the
Lease, then the Maximum Hours specified above shall be reduced pro rasa based on the number of months remaining in the current year or
original teen 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 a -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 tern 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 Lcssor; 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 dcli%cry 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 [lie 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 c-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 Lcssor, 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 tern 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 infomnation, including information identifying [lie 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 terns of this Lease. Under federal law, Lessor must obtain, verify and record identifying
inforrnatlon 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 ail obligations herein. Time is of the essence for all purposes of this Lease.
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ADDITIONAL TERMS AND CONDITIONS
Lessee acknowledges having read the terms and conditions printe�-above. and unconditionally agrees to same. Lessee requests that Lessor
countersign this Lease and requests and hereby authorizes Lessor to pay quipment %ccido manufacturer.
Lessor: The 1luntington National Bank �} r: Title: 2c
Lessee: City of Kent, Washington By: AUA Dana Ralph, Mayor
93E99D67ED24442
THIS LEASE IS NOT BINDING UNTIL ACCEPTED BY LESSOR
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