HomeMy WebLinkAboutNotice of Award, Lease for One Motor Grader NOTICE OF AWARD
Dated: June 2, 2014
TO: Caterpillar Tractor and Equipment
ADDRESS: 4001 Riverdrive North, Great Falls, MT 59405
CONTRACT FOR: Lease for One Motor Grader
You are notified that your Bid opened on March 25, 2014, for the above Contract has been
considered. You are the apparent Successful Bidder and have been awarded a Contract for the:
Lease for 2014 or Newer Motor Grader. The Contract Price of your Contract is: Seventeen
thousand, six hundred forty nine and fourteen cents ($17,649.14) per year for 5 years.
Two (2) copies of each of the proposed Contract Documents have been signed and One copy
accompanies this Notice of Award for your records.
CITY OF BOZEMAN, MONTANA
BY: 0
Chris Kukuls i, City Manager
BY.
Stac U , CMC, City Clerk
DATE: AQAIJ
Governmental Equipment Lease-Purchase Agreement CAT'
Transaction Number 2416433 I
Financial
1. PARTIES
LESSOR("we","us",or"our'): LESSEE("you"or'your):
CATERPILLAR FINANCIAL SERVICES CORPORATION CITY OF BOZEMAN
2120 West End Avenue 411 EAST MAIN STREET
Nashville,TN 37203 BOZEMAN,MT 59771-1230
In reliance on your selection of the equipment described below(each a"Unit"),we have agreed to acquire and lease the Units to you,subject to the
terms of this Lease, Until this Lease has been signed by our duly authorized representative, it will constitute an offer by you to enter into
this Lease with us on the terms stated herein.
DESCRIPTION2. OF
DESCRIPTION OF UNITS SERIALfVIN ANNUAL FINAL LEASE DELIVERY DATE
Whether the Unit is new or used,the Unique ID number for LEASE PAYMENT PAYMENT Enter date machine was
model number.the manufacturer, this Unit. This is due per delivered to you
and the model name. period,as stated below in section 3.
(1)New 12M3AWD Caterpillar Motor Grader N9B00118 $17,649.14 $170,000.00
TERMS • •
3. Lease Payments;Current Expense You will pay us the lease payments, pay to us, on demand, a late payment charge equal to the lesser of five
including the final lease payment set forth above (collectively, the "Lease percent(5%)of such Payment or the highest charge allowed by law.
Payments"). Lease Payments shall be paid by you to us as follows:
$17,649.14 will be paid in advance and the balance of the Lease Payments 5. Security Interest To secure your obligations under this Agreement, you
is payable in 5 successive annual payments of which the first 4 payments grant us a continuing first priority security interest in each Unit(including any
are in the amount of$17,649.14 each,and the last payment is in the amount Additional Collateral), including all attachments, accessories and optional
of$170,000.00 plus all other amounts then owing hereunder, with the first features (whether or not installed on such Units) and all substitutions,
Lease Payment due on the dale that Lessor signs this Lease and replacements, additions, and accessions, and the proceeds of all the
subsequent Lease Payments due on a like dale of each year thereafter until foregoing,including,but not limited to,proceeds in the form of chattel paper,
paid in full. A portion of each Lease Payment constitutes interest and the You authorize the filing of such financing statements and will, at your
balance of each Lease Payment is payment of principal. The Lease expense, do any act and execute, acknowledge, deliver, file, register and
Payments will be due without demand. You will pay the Lease Payments to record any document, which we deem desirable to protect our security
us at Caterpillar Financial Services Corporation;PO Box 100647; Pasadena, interest in each Unit and our rights and benefits under this Agreement. You,
CA 91189-0647 or such other location that we designate in writing. Your at your expense,will protect and defend our security interest in the Units and
obligations,including your obligation to pay the Lease Payments due in any will keep the Units free and clear of any and all claims,liens,encumbrances
fiscal year,will constitute a current expense of yours for such fiscal year and and legal processes however and whenever arising.
will not constitute an indebtedness of yours within the meaning of the 6. Disclaimer of Warranties WE HAVE NOT MADE AND DO NOT MAKE
constitution and laws of the State in which you are located (the "Slate"). ANY WARRANTY, REPRESENTATION OR COVENANT OF ANY KIND,
Nothing in this Agreement will constitute a pledge by you of any taxes or EXPRESS OR IMPLIED,AS TO THE UNITS, AS TO US, YOUR LEASE
other moneys,other than moneys lawfully appropriated from time to time for AND PURCHASE OF THE UNITS WILL BE ON AN"AS IS"AND"WHERE
the payment of the "Payments" (as defined in the last sentence of this IS" BASIS AND "WITH ALL FAULTS". Nothing in this Agreement is
Section)owing under this Agreement.You agree that,except as provided intended to limit,waive,abridge or otherwise modify any rights,claims,
in Section 7,your duties and liabilities under this Agreement and any or causes of action that you may have against any person or entity
associated documents are absolute and unconditional. Your payment other than us.
and performance obligations are not subject to cancelation,reduction, 7, Non-Appropriation You have an immediate need for,and ex ect to make
or setoff for any reason. You agree to settle all claims, defenses, P
setoffs, counterclaims and other disputes you may have with the immediate use of, the Units. This need is not temporary or expected to
Supplier,the manufacturer of the Unit,or any other third party directly diminish during the term this Agreement. that end, you agree,to the
with the Supplier,the manufacturer or the third party,as the case may extent permitted by laaw,w, t to include your budd get for the current and each
be. You will not assert,allege or make any such claim,defense,setoff, successive fiscal year during the term of this Agreement,a sufficient amount
counterclaim or other dispute against us or with respect to the to permit you to discharge your obligations under this Agreement.
payments due us under this Agreement. As used in this Agreement, Notwithstanding any provision of this Agreement to the contrary,we and you
"will mean the Lease Payments and any other amounts required agree that,in the event that prior to the commencement of any of your fiscal
"Payments
to be paid you. years you do not have sufficient funds appropriated to make the Payments
due under this Agreement for such fiscal year, you will have the option of
The portion of the Lease Payments constituting principal will bear interest terminating this Agreement as of the date of the commencement of such
(computed on the basis of actual days elapsed in a 360 day year)at the rate fiscal year by giving us sixty(60)days prior written notice of your intent to
of 2.50%per annum. terminate. No later than the last day of the last fiscal year for which
4. Late Charges If we do not receive a Payment on the date it is due,you will appropriations were made for the Payments(the"Return Date"),you will
FMm NO GOVLEA$E
'III� �.11-'I II� 4]J1915 Owen,K 04'I67011 0 47 AM CT
return to us all of the Units,at your sole expense,in accordance with Section Payment when due and such failure continues for ten(10)days after the due
14,and this Agreement will terminate on the Return Dale without penalty or date for such Payment or (b) you fail to perform or observe any other
expense to you and you will not be obligated to pay the Lease Payments covenant,condition,or agreement to be performed or observed by you under
beyond such fiscal year;provided,that you will pay all Payments for which this Agreement and such failure is not cured within twenty(20)days after
moneys have been appropriated or are otherwise available; and provided written notice of such failure from us. Upon an Event of Default,we will have
further, that you will pay month to-month rent at the rate set by us for each all rights and remedies available under applicable law. In addition,we may
month or part of any month that you fail to return the Units. declare all Lease Payments due or to become due during the fiscal year in
8. Tax Warranty You will, at all times, do and perform all acts and things which the Event of Default occurs to be immediately due and payable by you
and/or we may repossess the Units by giving you written notice to deliver the
necessary and within your control to ensure that the interest component of Units to us in the manner provided in Section 14,or in the event you fail to do
the Lease Payments will, for the purposes of Federal income taxation, be so within ten (10) days after receipt of such notice, and subject to all
excluded from our gross income. You will not permit or cause your
obligations under this Agreement to be applicable laws,we may enter upon your premises and take possession of
g g guaranteed by the Federal the Units. Further, If we financed your obligations under any extended
Government or any branch or instrumentality of the Federal Government. warranty agreement such as an Equipment Protection Plan, Extended
You will use the Units for the purpose of performing one or more of your Service Contract, Extended Warranty, Customer Service Agreement,Total
governmental functions consistent with the scope of your authority and not in Maintenance and Repair Agreement or similar agreement, we may cancel
any trade or business carried on by a person other than you. You will report such extended warranty agreement on your behalf and receive the refund of
this Agreement to the Internal Revenue Service by filing Form 8038G, the extended warranty agreement fees that we financed but had not received
8038GC or 8038,as applicable. Failure to do so will cause this Agreement from you as of the dale of the Event of Default.
to lose its lax exempt status. You agree that if the appropriate form is not
filed, the interest rate payable under this Agreement will be raised to the 13, Miscellaneous This Agreement may not be modified,amended,altered or
equivalent taxable interest rate. If the use,possession or acquisition of the changed except by a written agreement signed by you and us. In the event
Units is determined to be subject to taxation,you will pay when due all taxes any provision of this Agreement is found invalid or unenforceable, the
and governmental charges assessed or levied against or with respect to the remaining provisions will remain in full force and effect. This Agreement,
Units. together with exhibits,constitutes the entire agreement between you and us
and supersedes all prior and contemporaneous writings, understandings,
9. Assignment You may not,without our prior written consent,by operation of agreements, solicitations, documents and representations, expressed or
law or otherwise,assign,transfer,pledge,hypothecate or otherwise dispose implied.Any terms and conditions of any purchase order or other documents
of your right, title and interest in and to this Agreement and/or the Units submitted by you in connection with this Agreement which are in addition to
and/or grant or assign a security interest in this Agreement and/or the Units, or inconsistent with the terms and conditions of this Agreement will not be
in whole or in part. We may not transfer,sell,assign,pledge,hypothecate, binding on us and will not apply to this Agreement.You agree that we may
or otherwise dispose of our right,title and interest in and to this Agreement correct patent errors in this Agreement and fill in blanks including, for
and/or the Units and/or grant or assign a security interest in this Agreement example,correcting or filling in serial numbers,VIN numbers,and dates.Any
and/or the Units,in whole or in part. notices required to be given under this Agreement will be given to the parties
10, Indemnity To the extent permitted by law,you assume liability for,agree to in writing and by certified mail at the address provided in this Agreement,or
and do indemnify,protect and hold harmless us and our employees,officers, to such other addresses as each party may substitute by notice to the other,
directors and agents from and against any and all liabilities, obligations, which notice will be effective upon its receipt.
losses, damages, injuries, claims, demands, penalties, actions, costs and 14, Title; Return of Units Notwithstanding our designation as"Lessor",we do
expenses (including reasonable attorney's fees), of whatsoever kind and not own the Units.Legal title to the Units will be in you so long as an Event of
nature,arising out of the use,condition(including, but not limited to, latent Default has not occurred and you have not exercised your right of
and other defects and whether or not discoverable by you or us),operation, non-appropriation.If an Event of Default occurs or if you non-appropriate,full
ownership,selection,delivery,storage,leasing or return of any Item of Units, and unencumbered title to the Units will pass to us without the necessity of
regardless of where,how and by whom operated,or any failure on your part further action by the parties,and you will have no further interest in the Units.
to accept the Units or otherwise to perform or comply with any conditions of If we are entitled to obtain possession of any Units or if you are obligated at
this Agreement. any time to return any Units, then (a) title to the Units will vest in us
11. Insurance; Loss and Damage You bear the entire risk of loss, theft, immediately,and(b)you will,at your expense,promptly deliver the Unit to us
destruction or damage to the Units from any cause whatsoever. No loss, properly protected and in the condition required by Section 11. You will
theft,destruction or damage of the Units will relieve you of the obligation to deliver the Unit, at our option, (I) to the nearest Caterpillar dealer selling
make Lease Payments or to perform any obligation owing under this equipment of the same type as the Unit;or(ii)on board a carrier named by
Agreement You agree to keep the Units insured to protect all of our us and shipping the Unit,freight collect,to a destination designated by us. If
interests, at your expense, for such risks, in such amounts, in such forms the Unit is not in the condition required by Section 11,you must pay us,on
and with such companies as we may require,including but not limited to fire demand, all costs and expenses incurred by us to bring the Unit into the
and extended coverage insurance, explosion and collision coverage, and required condition.Until the Units are returned as required above,all terms of
personal liability and property damage liability insurance. Any insurance this Agreement will remain in full force and effect including,without limitation,
policies relating to loss or damage to the Units will name us as loss payee as your obligation to pay Lease Payments and to insure the Units.
our interests may appear and the proceeds may be applied toward the 15. Other Documents In connection with the execution of this Agreement,you
replacement or repair of the Units or the satisfaction of the Payments due will cause to be delivered to us (i) either (A) a certified copy of your
under this Agreement.You agree to use,operate and maintain the Units in authorizing resolution substantially in the form attached as Attachment B and
accordance with all laws,regulations and ordinances and in accordance with a copy of the minutes of the relevant meeting or (B) an opinion of your
the provision of any policies of insurance covering the Units,and will not rent counsel substantially in the form attached as Attachment C;(H)a Verification
the Units or keep permit
he thes Units to good a used by working order other
than
you. You ition and of Insurance substantially in the form attached to this Agreement;(iii)a copy
agree toof the signed Form filed with the Internal Revenue Service required in
house the Units in suitable shelter,and to permit us or our assigns to inspect Section 8 above as Attachment D; and (iv)any other documents or items
the Units at any time and to otherwise protect our interests in the Units. If required by us.
any Unit is customarily covered by a maintenance agreement, you will
furnish us with a maintenance agreement by a party acceptable to us. 16. Applicable Law This Agreement will be governed by the laws, excluding
12. Default;Remedies An Event of Default"will occur if(a)you tail to pay any the laws relating to the choice of law,of the Slate in which you are located.
SIGNATURES
LESSOR LESSEE
CATERPILLAR FINANCIAL SERVICES CORPORATION CITY OF BOZ AN
Signature Signatur (�1—
j�"\—
Name(print) Name(print)_` k\< �S Y t A\I—U
Title Title
Date Date (O-Z Z` I4
Fa No GOVLEASE 4347975 0—K MIX 014 64]AM CT
Additional Terms and Conditions CAT
Transaction Number 2416433 Financial
I. The lessee named on the front hereof(the"Lessee") has selected the Unit(s), instructed Cat Financial to purchase the Unit(s)from
Vendor,and agreed to lease the Unit(s)from Cat Financial.
2. Cat Financial (or its assignee) will have no obligation hereunder (and any sums previously paid by Cat Financial to Vendor with
respect to the Unit(s)shall be promptly refunded to Cat Financial)unless(a)all of the conditions set forth in Section 1.3 (if a master
lease agreement)or Section 1 (if a non master lease agreement)of the lease with the Lessee covering the Unit(s)have been timely
fulfilled and (b)the Lessee has not communicated to Cat Financial (or its assignee), prior to "Delivery" (as hereinafter defined) of
the Unit(s), an intent not to lease the Unit(s)from Cat Financial. All conditions specified in this paragraph shall be deemed timely
fulfilled unless prior to Delivery of the Unit(s), Cat Financial (or its assignee)shall notify Vendor to the contrary in writing,which shall
include fax or email. "Delivery" shall mean the later of the time (a) Cat Financial executes this Purchase Agreement or (b) the
Lessee or its agent takes control and/or physical possession of the Unit(s).
3. Upon timely satisfaction of the conditions specified in Paragraph 2 above, ownership, title and risk of loss to the Unit(s) shall
transfer to Cat Financial (or its assignee)upon Delivery of the Unit(s).
4. Vendor warrants that(a)upon Delivery of the Unit(s), Cat Financial (or its assignee)will be the owner of and have absolute title to
the Unit(s)free and clear of all claims, liens, security interests and encumbrances and the description of the Unit(s)set forth herein
is correct and (b) the Unit Transaction Price set forth on the front hereof for each unit of Unit(s) leased under a lease is equal to
such Unit(s)'s fair market value.
5. Vendor shall forever warrant and defend the sale of the Unit(s) to Cat Financial (or its assignee), its successors and assigns,
against any person claiming an interest in the Unit(s).
6. Provided that no event of default exists under any agreement between Lessee and Cat Financial and upon timely satisfaction of the
conditions specified in Paragraph 2 above, and unless otherwise agreed to in this Purchase Agreement, Cat Financial (or its
assignee)shall pay Vendor the total Purchase Price set forth on the front hereof for the Unit(s)within three business days following
(a) the receipt and approval by Cat Financial of all documentation deemed necessary by Cat Financial in connection with the lease
transaction and (b)all credit conditions have been satisfied.
7. Vendor shall deliver the Unit(s)to the Lessee at the delivery point set forth on the front hereof.
8. This Purchase Agreement may be assigned by Cat Financial to a third party. Vendor hereby consents to any such assignment.
9. This Purchase Agreement shall become effective only upon execution by Cat Financial.
F- PADD108TD A347975 D9026rA14 8 47 AM CT
CUSTOMER INFORMATION VERIFICATION �AT
(Required Document)
Financial
In our efforts to continue providing timely customer service, we need your assistance confirming the following information. If any
information is incorrect or missing, please note the necessary changes below and return this form with your signed documents. In
addition,please review the Data Privacy Notice stated below. Thank you in advance for your cooperation.
Purchase Order#for new contract:
Current Information on file Please make corrections here
Customer Name: CITY OF BOZEMAN
Physical Address: 411 EAST MAIN STREET )i;;A N . CZo Ase
BOZEMAN,MT 59771-1230 �q
Mailing Address: P.O.BOX 1230
BOZEMAN,MT 59771-1230
Equipment Location: %kA N .QOvSe
Business Phone: (406)582-3200
Fed. ID#or SS#: 81-6001238
E-mail Address:
Accounts Payable Contact
Name and Phone: 'AID U--Dif
Tax information
Sales Tax Rate: 0
(Please note:Sales Tax Rate,includes all applicable State, County,and City sales tax)
City Limits Asset outside the City Limits?Yes_No_K
Tax Exemption Status: Please indicate if you are tax exempt. If you are tax exempt-please enclose a current
Exempt tax exemption certificate to be returned with
❑ Non-Exempt ysoC r documents-Not needed by CFSC if dealer
"Should the above changes apply to ALL of your contracts,OR for this contract ONLY?
ALL CONTRACTS
❑ THIS CONTRACT ONLY
THE ABOVE INFORMATION HAS BEEN REVIEWED AND IS ACCURATE TO THE BEST OF MY KNOWLEDGE WITH EXCEPTION
OF ANY CORRECTIONS AS NOTED.
l..t�
Customer Initials
Data Privacy Notice: This notice pertains to personal data supplied in connection with your credit application. By providing your information to
Caterpillar Inc. or any of its subsidiaries or affiliates, including Caterpillar Financial Services Corporation (collectively
"Caterpillar'), you are agreeing that the information may be shared among Caterpillar and its partners and dealers, and
used to process your applications for credit and other orders and to improve or market Caterpillar products and services.
If you have any questions pertaining to this notice,please contact the Data Privacy Coordinator at 615-341-8222.
form CWER
,341915 OQW014 647 AM CT
I�1<II��■1�1'I III
Attachment B C—T
Transaction Number 2416433 linaficiall
WHEREAS,the laws of the State of Montana(the' to a") authorize CITY OF BOZEMAN(the"Governmental Entity"),a duly organized political
subdivision, municipal corporation or similar public entity of the State, to purchase, acquire and lease personal property for the benefit of the
Governmental Entity and its inhabitants and to enter into any necessary contracts;and
the Governmental Entity wants to lease, purchase and/or finance equipment("Equipment")from Caterpillar Financial Services Corporation
and/or an authorized Caterpillar dealer ("Caterpillar") by entering into that certain Governmental Equipment Lease-Purchase Agreement(the
"Agreement")with Caterpillar,and
the form of the Agreement has been presented to the governing body of the Governmental Entity at this meeting.
RESOLVED,that: (I) the Agreement, including all schedules and exhibits attached to the Agreement, is approved in substantially the form
presented at the meeting,with any Approved Changes(as defined below),(ii)the Governmental Entity enter into the Agreement with Caterpillar
and(III)the Agreement is adopted as a binding obligation of the Governmental Entity;and
that changes may later be made to the Agreement if the changes are approved by the Governmental Entity's counsel or members of the governing
body of the Governmental Entity signing the Agreement (the "Approved Change I and that the signing of the Agreement and any related
documents is conclusive evidence of the approval of the changes;and
that the persons listed below,who are the incumbent officers of the Governmental Entity(the"Authorized Persons"y
Name(Print or Type) Title(Print or Type)
Ate..-ca eon.1r� '�dc� �•�s�cc.-}��2 SP,c ;c e s �.t ec 1 o r
be,and each is,authorized.directed and empowered,on behalf of the Governmental Entity,to(I)sign and deliver to Caterpillar,and its successors
and assigns,the Agreement and any related documents,and(ii)lake or cause to be taken all actions he/she deems necessary or advisable to
acquire the Equipment,including the signing and delivery of the Agreement and related documents;and
that the Secretary/Clerk of the Governmental Entity is authorized to attest to these resolutions and affix the seal of the Governmental Entity to the
Agreement,these resolutions,and any related documents;and
that nothing in these resolutions, the Agreement or any other document imposes a pecuniary liability or charge upon the general credit of the
Governmental Entity or against its taxing power, except to the extent that the payments payable under the Agreement are special limited
obligations of the Governmental Entity as provided in the Agreement;and
that a breach of these resolutions,the Agreement or any related document will not impose any pecuniary liability upon the Governmental Entity or
any charge upon its general credit or against its taxing power,except to the extent that the payments payable under the Agreement are special
limited obligations of the Governmental Entity as provided in the Agreement;and
that the authority granted by t solutions will apply equally and with the same effect to the successors in office of the Authorized Persons
1 Y►� — of CITY OF BOZEMAN,certify that the resolutions above are a
full,true and—correct co of resolutions of the governing body of the Governmental Entity. I also certify that the resolutions were duly and regularly
passed and adopted at a meeting of the governing body of the Governmental Entity. I also certify that such meeting was duly and regularly called and
held in all respects as required by law,at the Governmental Entity's office, I also cerlify that at such meeting,a majority of the governing body of the
Governmental Entity was present and voted in favor of these resolutions.
I also certify that these resolutions are still in full force and effect and have not been amended or revoked.
IN WITNESS of these resolutions,the officer named below executes this document on behalf of the Governmental Entity.
Qv(,L
Signat
Title:
Dale:
horn H GOVA�TI� �vi9n C9ReC01�l�i AU Cf
Opinion of Counsel
Re: Governmental Equipment Lease-Purchase Agreement
Transaction Number 2416433(the"Lease")
Between CITY OF BOZEMAN("Lessee")
And Caterpillar Financial Services Corporation("Lessor')
Sir/Madam:
I am an attorney for Lessee,and in that capacity I am familiar with the above-referenced transaction,the Lease,and all other documents
pertaining to the Lease.
Based on my examination of these and such other documents,records and papers and matters of fact and laws as I deemed to be
relevant and necessary as the basis for my opinion set forth below,upon which opinion Lessee and any subsequent assignee of Lessee's interest may
rely,it is my opinion that:
1. Lessee is a fully constituted political subdivision or agency duly organized and existing under the Constitution and laws of the Slate of
Montana(the"Stale"),and is authorized by such Constitution and laws(i)to enter into the transaction contemplated by the Lease and(ii)to carry out
its obligations thereunder.
2. The Lease and all other documents contemplated by the Lease(i)have been duly authorized,executed and delivered by Lessee and
(ii)constitute valid,legal and binding obligations and agreements of Lessee,enforceable against Lessee in accordance with their terms,assuming due
authorization and execution thereof by Lessor.
3. No further approval,license,consent,authorization or withholding of objections is required from any federal,state or local
governmental authority with respect to the entering into or performance by Lessee of the Lease or the Schedule(s)and the transactions contemplated
thereby.
4. Lessee has sufficient appropriations or other funds available to pay all amounts due under the Lease for the current fiscal year,
5. The interest payable to Lessor by Lessee under the Lease is exempt from federal income taxation pursuant to Section 103 of the
Internal Revenue Code of 1986,as amended.
6. The entering into and performance of the Lease and all other documents contemplated by the Lease will not(i)conflict with,or
constitute a breach or violation of,any judgment,consent decree,order,law,regulation,bond,indenture or Lease applicable to Lessee or(ii)result in
any breach of,or constitute a default under,or result in the creation of,any lien,charge,security interest or other encumbrance upon any assets of
Lessee or the units purchased under the Lease pursuant to any indenture,mortgage,deed of trust,bank loan,credit agreement or other instrument to
which Lessee is a party,or by which it or its assets may be bound.
7. No litigation or proceeding is pending or,to the best of my knowledge,threatened to,or which may,(a)restrain or enjoin the execution,
delivery or performance by Lessee of the Lease,(b)in any way to contest the validity of the Lease,(c)contest or question(i)the creation or existence
of Lessee or its governing body or(ii)the authority or ability of Lessee to execute or deliver the Lease or to comply with or perform its obligations
thereunder.There is no litigation or proceeding pending or,to the best of my knowledge,threatened that seeks to or could restrain or enjoin Lessee
from annually appropriating sufficient funds to pay the Lease Payments(as defined in the Lease)or other amounts contemplated by the Lease. In
addition, I am not aware of any facts or circumstances which would give rise to any litigation or proceeding described in this paragraph.
8. The units purchased under the Lease are personal property and,when subjected to use by Lessee,will not be or become fixtures
under the laws of the Stale.
9. The authorization,approval and execution of the Lease,the Schedule(s)and all other documents contemplated by the Lease,and all
other proceedings of the Lease related to the transactions therein and contemplated thereby,have been performed in accordance with all applicable
open meeting,public records,public bidding and all other applicable laws,rules and regulations of the State.
10. The appropriation of moneys to pay the Lease Payments coming due under the Lease does not and will 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.
11. The Lessor will have a perfected security interest in the Units upon the filing of an executed UCC-1 or other financing statement at the
time of acceptance of the Units with(i)the Secretary of State for the State and/or(ii)the COUNTY BOARD OF COMMISSIONS of GALLATIN.
FomM GCFV PCO
4aar9rs wrzerzoi4 a 47 AM ci
1111� rr1IY u��I��wIw��1 III
Yours sincerely,
Signature:
Name(PRINT):
Title: � / � &2QIIV
Dale: 6/32 d
Addr ss.�jlr'-)Lw
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