ORDER N0.28671 BID AWARD BACKHOE LOADER Came to be heard this the 14th day of June 2004 with a motion made by Commissioner Letz, Seconded by Commissioner Baldwin, the Court unanimously approved by a vote of 4-0-0, approval of the award to Holt Machinery, and enter into the lease-purchase agreement and authorize the County Judge to sign the contract upon approval of the County Attorney. ~ ~~CQ `l COMMISSIONERS' COURT AGENDA REQUEST PLEASE FURNISH ONE ORGINAL AND NINE COPIES OF THIS REQUEST AND DOCUMENTS TO BE REVIEWED BY THE COURT. MADE BY: Leonard Odom, Jr. OFFICE: Road & Bridge MEETING DATE: June 14, 2004 TIME PREFERRED: SUBJECT: (PLEASE BE SPECIFIC) Consider awarding bid for Backhoe Loader and have Judge sign Finance Proposal and Total Machine Warranty for same. EXECUTIVE SESSION REQUESTED: (PLEASE STATE REASON) NAME OF PERSON ADDRESSING THE COURT: Leonard Odom, Jr. ESTIMATED LENGTH OF PRESENTATION: 5 minutes IF PERSONNEL MATTER -NAME OF EMPLOYEE: Time for submitting this request for Court to assure that the matter is posted in accordance with Title 5, Chapter 551 and 552, government Code, is a follows: Meeting scheduled for Mondays: 5:00 P.M. previous Tuesday THIS REQUEST RECEIVED BY: THIS REQUEST RECEIVED ON: All Agenda Requests will be screened by the County Judge's Office to determine if adequate information has been prepared for the Court's formal consideration and action at time of Court Meetings. Your cooperation will be appreciated and contribute towards your request being addressed at the earliest opportunity. See Agenda Request Rule Adopted by Commissioners' Court. Bid Summary for 5-Year Lease of a Backhoe Loader Company Equipment Bid Monthly Total Bid Cost Holt CAT Cat 420D 786.00 47,435.00 RDO Equip Co JD Mode1310SG 804.46 56,767.60 RDO Equip Co JD Mode14100 874.23 60,953.80 Anderson Machinery JCB 215 1,277.00 76,495.00 The low bidder is Holt, therefore it is my recommendation that we accept the 5-year lease for the CAT 420D Backhoe Loader at $786.00 per month for a total of $47,435. Leonard Odom, Jr. A • Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, TN 37203-0001 n~ Phone: (615) 341-1000 FINANCE PRUPUSAL Kerr County Dealer: HOLT TEXAS, LTD. Sales person: Ken Powell Quoted by: Elizabeth Adams Quote date: 05/20/2004 Quote #: SAE07417 This is Caterpillar Financial Services Corporation's confirmation of the following finance proposal. This is aproposal only and is subject to credit approval, execution of documentation, and execution and approval of the application survey. Financing Type: Governmental Number of Payments: 60 Monthly Payments: in Arrears Atm. Model Hours New 420D FDP(4X4)(GOV) 1000 Terms ~aod if Acknowledged by: Jul-20-04 Funded by: Jul-20-04 Down Amount Fixed Qty Sale Ptice Payment Financed Payment Balloon Rate 1 58,245.00 0.00 58,495.00 786.42 21,000.00 4.7500 Cat Insurance Table Error.! No document variable supplied. Conditions Sales/UselProp~rty taxes: Lessee's responsibility (May not be included in the above payment amount). Insurance: Insurance is the responsibility of the Borrower or Lessee. Physical damage coverage is required on all equipment whether financed or leased. On teased equipment, general liability coverage, minimum $ 1,000,000 per occurrence is required. Please Hate: 1) This finance proposal is acceptable only in its entirety and is subject to final credit approval by Caterpillar Financial Services Corporation.2) Equipment cannot be delivered until documents are executed by Caterpillar Financial Services Corporation.3) Equipment must reside in United States at all times. We appreciate the opportunity to provide you with a proposal for this transaction. Proposed by: Acknowledged by: Caterpillar Financial Services Corporation Ken County Op TEXAS Y HALT COMPANY EXTENDED'ARRANT VALUE ASSURAN~ continued) TOTAL MACHINE AND LIMITATIONS { fue, RAL CONDITIONS acident, good, These guarantees apply to'. --" Caterpillar model 424D E -----'" SIN FDP 152b2 COUNTY ROAD AND BRIM Delivered to KERB ister~ Caterpi1160 act°~ from tees an ~ ~~~ chine reaehes_------- Delivery date following guar whenth Dealer provid~al delivery and expiring occurs first. the date of in horns, whichever tdate or 5r.,_~~--- GENE ve ~n substantially damaged bY' colltston, a ' Machines, ~[ stm occurrence, are not covered. tier, or carrier), acts of God m vandalism, illar, dealer, supp from strsl~~ (Cat~'P noble control are not cover~• Delays r~~ees beyond dealer s reaso defined r uired service and m~ntenance ~ other occurr ment, or operator voids ~~ a8 on said eyutP Failure by owne~ s Warranty, ated facility will be the customer s by Manufacturer d from the design Machine transp~at`on cost to ~ e not tha ~ exclusively and ar RItANTY ~ponsibility'. Caterpillar dealer TOTAL MACHINE WA whip during ~ made by ~ot~ C~crpolar dealer, in maiertal and workm These gu~antees illar inc. or any' fret from defects binding on Catz+p ams to improve machines ~ ~e anted to be t ~0~ ect to such a progr This machine is waa tad. ~d labor) of c~ducts Product I~~~W VA' rs subj ~~~ will endeavor the life of ire warranty I~ ettt (including,l~ P~ ship. An Caterpillar Inc. avement; however totem rat or workm usem In the event a machine ~ that impr venience• to repair or rep defective in m ~atm Customer shall PaY ~ wilt not apply user's con ~$ warr~ty is limited ~ to have been to acrd from ~~ extends warran ' rovement at the ~pAIRS determ- r(orm alt warramY rod~i tmp ~, LIMITED TO LE FOR inspected p~ illar Deala must pe avel expendice (such as engtrie to schedule such p NTY EVENT BE LIAB zed Caterp ton cosh or 6cld service tr ~~ serv DER THE WARRA SHALL IN NO CLAIMED BY authors 1 to normal morn DEALER EXPENSES all machine transp not app Y• wear items. REMEDIES pROViDED. GES, COSTS, OR FAILURE OF THE locatron• This warranty does e with dris warrant'' You SPECIFICALLY pAMA LOSS FROM OTHER al replacement or service ~ LOSSES, NOT LIMITED TO: TIME> AND ALL ~-up) or norm at no thong intervals ANY OTHER R ANY PERIOD OF TIAL DAMAGES ling (SOS) ~ includ~~~ng to Halt at ~ warranty' YOU, INCLUDIN AERATE FO OR CONSEQ DAMAGE DUE TO Oit Same tes and ~C1 this rtni MACHINE TOO INCIDENTAL, PROPERTY LEGAL Holt Scheduled r takin8 oil same our coverage SPECIAL, L INJ~Y AND ANY OTHAER OTHER arc respo~ible ~ ~ will forfeit Y INDIRECT, ALL PERSONA L~,BILITY OR LIEU OF designated on this forth ~ Y T iS IN W' r mtttal) INCLWIN NEGLIGENCE, STRI ~,tARRANTY OR I ~L~D BY LA -~(custome ~~SES ALLEGED T50EVER. WHETHER EXP~SSED G DEALER O1L SAN~PI-IHC' pR~ 250hs5 THEORY WHA Y DEALER OF THE FORE OF THE WARItANT1ES B L1TY FITNESS Eng-ne tents 5p(Jhrs LIMITED THE ~ M~ IIANTABILITY OR PJI othet ~~ ~~S NO W ~ ANTY OSE. TiONS MACHINE FOR Y PARTICULAR PURP Total Mac>vne Wa~niY ITIONS AND LIMITA ve stated "VA GENERAL COND iod to a with the oho remainder of the warranty I~ I understand and aBro are warranted for the Date Replacement Pis provided s the Company manner, which affect ed Signature Date ~ product in wtuch 'installed or modt6ed to any Anthoriz not be altered Customer designated by Caterpillar Inc• f the tur~ The machine m rations as or use o Holt Company Authorized Sigma mechanical ope b misuse, abuse, negligence, ssitated Y vend Machine repond it$~ ~ parities are not ca ca machine bey GOVERNMENTAL EQUIPMENT LEASE-PURCHASE AGREEMENT ~`~ ~ Lessee: KERB COUNTY, TEXAS Lessor: Caterpillar Financial Services Corporation Address: 700 MAIN ST RM 103 Address: 2120 West End Avenue City: KERRVILLE City: Nashville State/ Zip TX 78028 State/Zip: Tennessee 37203-0001 This Governmental Equipment Lease/Purchase Agreement is dated as of (the "Agreement"). 1. LEASE PAYMENTS; CURRENT EXPENSE. Lessee agrees to pay the lease payments (the "Lease Payments")with respect to this Agreement during the term hereof in the amounts and on the dates specified below. A portion of each Lease Payment is paid as and represents the payment of interest and the balanc;a of each Lease Payment is paid as and represents payment of principal. Lessor is authorized to insert the due dates of the Lease Payments and any other information that should be added hereto in order for this Agreement to reFlect the specific agreements of the parties hereto- All Lease Payments shall be paid to Lessor without notice or demand at such place as Lessor may from time to time designate by written notice to Lessee. Lessee shall pay the Lease Payments exclusively from moneys legally available therefor, in lawful money of the United States of America. The obligations of Lessee, including its obligation to pay the Lease Payments due in any fiscal year, shall constitute a current expense of Lessee for such fiscal year and shall not constitute an indebtedness of Lessee within the meaning of the constitution and laws of the State in which Lessee is located (the "State"). Nothing herein shall constitute a pledge by Lessee of any taxes or other moneys (other than moneys lawfully appropriated from time to time for the payment of the "Payments" (as defined in the last sentence of this Paragraph) owing hereunder. EXCEPT AS PROVIDED IN PARAGRAPH 4, LESSEE'S OBLIGATIONS TO MAKE THE PAYMENTS TO LESSOR IN THE AMOUNTS REQUIRED HEREBY ARE ABSOLUTE AND UNCONDITIONAL. LESSEE FURTHER EXPRESSLY AGREES THAT IT WILL MAKE ALL SUCH PAYMENTS TO LESSOR REGARDLESS OF, AND WILL NOT ASSERT AGAINST LESSOR, ANY DEFENSE, CLAIM, SETOFF, OR COUNTERCLAIM OR OTHER RIGHT, EXISTING OR FUTURE, WHICH LESSEE MAY HAVE AGAINST THE LESSOR OR ANY OTHER PERSON OR ENTITY FOR ANY REASON. As used in this Agreement, "Payments" shall mean the Lease Payments and any other amounts required to be paid by Lessee hereunder. Lease Payments shall be paid by Lessee to Lessor as follows: $786.00 will be paid in arrears and the balance of the Lease Payments is payable in 59 successive monthly payments of which the first 58 payments are in the amount of $786.00 each, and the last payment is in the amount of $21,786.00 plus all other amounts then owing hereunder, with the first Lease Payment due on and subsequent Lease Payments due on a like date of each month thereafter until paid in full. If Lessor does not receive a Lease Payment on the date it is due, Lessee shall pay to Lessor, on demand a late payment charge equal to the lesser of five percent (5%) of the payment not paid when due or the highest charge allowed by law, whichever is less. The portion of the Lease Payments constituting principal shall bear interest (computed on the basis of actual days elapsed in a 360 day year) at the rate of 4.74% per annum. 2. SECURITY INTEREST. lessor agrees to lease to Lessee and Lessee agrees to (ease from Lessor, the items of equipment (the "Equipment") described below. In order to secure all of its obligations hereunder, Lessee hereby: (a) grants to Lessor a first and prior security interest in any and all right, title, and interest of Lessee in the Equipment and in all additions, attachments, accessions, and substitutions thereto, and on any proceeds therefrom and (b) agrees to do any further act and hereby authorizes the filing of such financing statements, or to execute and deliver such certificates of title, notices or acknowledgement or other instruments in form satisfactory r:~ Lessor necessary or appropriate to evidence such security interest. Lessee at its expense will protect and defend Lessor's security interest in the Equipment and will keep the Equipment free and clear of any and all claims, liens, encumbrances and legal processes however and whenever arising. Description of Unit(s) (1) New 420D Caterpillar Backhoe Loader Serial# FDP 15262 Lessee confirms that it has an immediate need for, and expects to make immediate use of, substantially all the Equipment, which need is not temporary or expected to diminish during the term of this Agreement. The Equipment will be used by Lessee for the purpose of performing one or mare of Lessee's governmental functions consistent with the scope of Lessee's authority and not in any trade or business carried on by a person other than Lessee. 3. WARRANTIES. LESSOR HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY, REPRESENTATION OR COVENANT OF ANY KIND, EX?RESS OR IMPLIED, AS TO THE EQUIPMENT. AS TO LESSOR, LESSEE'S LEASE AND PURCHASE OF THE EQUIPMENT SHALL BE ON AN "AS IS" AND "WHERE IS" BASIS AND "WITH ALL FAULTS". Lessee shall enforce all warranties, agreements and representations, if any, with regard to the Equipment against the maker of such warranties. Except pursuant to an amendment as provided herein, no person is authorized to waive or alter any term or condition of this Agreement. 4. NONAPPROPRIATION. Lessee covenants and represents to Lessor that (a) Lessee will, to the extent permitted by State law include in its budget for each successive fiscal year during the term of this Agreement a sufficient amount to permit Lessee to discharge all of its obligations hereunder, (b) Lessee has budgeted and has available for the current fiscal year sufficient funds to comply with its obligations under this Agreement and (c) there are no circumstances presently affecting Lessee that could reasonably be expected to adversely affect its ability to budget funds for the payment of sums due hereunder. Notwithstanding any provision of this Agreeme~~t to the contrary, Lessor and Lessee agree that in the event that prior to the commencement of any of Lessee's fiscal years Lessee does not have sufficient funds appropriated to make the Payments due hereunder for said fiscal year, Lessee shall have the option of terminating this Agreement as of the date of the commencement of such fiscal year by giving Lessor sixty (60) days prior written notice of its intent to cancel this Agreement. No later than the last day of the last fiscal year for which appropriations were made for the Payments due hereunder (the "Return Date"), Lessee shall return to Lessor all, but not less than all, of the Equipment, at Lessee's sole expense, in accordance with Paragraph 18, and this Agreement shall terminate on the Return Date without penalty or expense to Lessee and Lessee shall not be obligated to pay the Lease Payments beyond such fiscal year, provided, that Lessee shall pay all Lease Payments and other Payments for which moneys have been appropriated or are otherwise available, provided further, that Lessee shall pay month-to-month rent at the rate set by lessor for each month or part thereof that Lessee fails to return the Equipment. To the extent lawful and permitted by public Fo,m Na. GOVLFASE-IIINII 6Z1T~9 a I~OYc,16/IIBRfIfI~ ]:]e PMCT 111 Q~~~~I~~}~O~illlll policy, Lessee agrees it will not terminate this Agreement under the provisions of this Paragraph 4 if any funds are appropriated to it or by it for the acquisition, retention or operation of the Equipment or other equipment performing functions similar to the Equipment for the fiscal year in which termination occurs or the next succeeding fiscal year. 5. TAX WARRANTY. Lessee is validly existing as a body corporate and politic and public instrumentality of the State with the power and authority to enter into this Agreement and to carry out its obligations hereunder and the transactions contemplated hereby. Lessee shall, at all times, do and perform all acts and things necessary and within its control in order to assure that the interest component of the Lease Payments received by the Lessor shall, for the purposes of Federal income taxation, be excluded from the gross income of the Lessor and shall not take or permit any act or thing that could cause the interest component of the Lease Payments received by the Lessor to be included in the gross income of the Lessor for the purposes of Federal income taxation. The Equipment will not be used in any trade or business carried on by a person other than Lessee. Lessee will submit information reporting statements and other information relating to this Agreement at the times and in the forms and to the places required try the Internal Revenue Code of 1986, as amended, (the "Code") and the Treasury Regulations and Rulings related thereto. 6. ASSIGNMENT. Lessee may not, without Lessor's written consent, by operation of law or otherwise, assign, transfer, pledge, hypothecate or otherwise dispose of its right, title and interest in and to this Agreement and the Equipment and/or grant or assign a security interest herein, in whole or in part. Lessor may not transfer, sell, assign, pledge, hypothecate, or otherwise dispose of its right, title and interest in and to this Agreement and the Equipment and/or grant or assign a security interest herein, in whole or in part. 7. INDEMNITY. To the extent permitted by law, Lessee assumes liability for, agrees to and does hereby indemnify, protect and hold harmless Lessor and its agents, employees, officers, directors, subsidiaries and stockholders from and against any and all liabilities, obligations, losses, damages, injuries, claims, demands, penalties, actions, costs and expenses (including reasonable attorney's fees), of whatsoever kind and nature, arising out of the use, condition (including, but not limited to, latent and other defects and whether or not discoverable by Lessee or Lessor), operation, ownership, selection, delivery, storage, leasing or return of any item of Equipment, regardless of where, how and by whom operated, or any failure on the part of Lessee to accept the Equipment or otherwise to perform or comply with any conditions of this Agreement_ The indemnities contained in this Paragraph shall continue in full force and effect notwithstanding the termination of this Agreement. Lessee is an independent contractor and nothing contained in this Agreement shall authorize Lessee or any other person to operate or use any Equipment so as to incur any obligation on behalf of Lessor or impose any liability on Lessor. Nothing in this Agreement Is intended nor should any provision of this Agreement be construed to, limit, waiver, abridge or otherwise modify any rights, claims, or causes of action that the Lessee may have against any person or entity other than Lessor. 8. LOSS AND DAMAGE. Lessee shall bear the entire risk of loss, theft, destruction or damage to the Equipment or any part thereof from any cause whatsoever. No loss, theft, destruction or damage of the Equipment shall relieve Lessee of the obligation to make Lease Payments or to perform any obligation owing hereunder. In the event of loss, theft, destruction or damage of any kind to any item of the Equipment, Lessee shall immediately notify Lessor and, at the option of Lessor, shall: (a) place the same in good repair, working order and condition (ordinary wear and tear excepted); or (b) replace the same with like equipment in good repair, working order and condition (ordinary wear and tear excepted). The "net proceeds" (as defined in the last sentence of this Paragraph) of any insurance recovery shall be applied to clause (a) or (b) as provided above unless an Event of Default shall have occurred and be continuing in which case the net proceeds shall be paid to Lessor to the extent of, and applied to the amount due and payable to Lessor under this Agreement. Any net proceeds remaining after application of net proceeds in accordance with the preceding sentence shall be paid to, and belong to, Lessee. If the net proceeds of any insurance recovery are insufficient to pay in full for the repair, restoration or replacement of the Equipment, Lessee shall either complete the work to the satisfaction of Lessor, and pay any costs in excess of the net proceeds without any claim for reimbursement or credit from Lessor or pay the then applicable purchase price for the Equipment (as determined by Lessor according to its usual and customary manner) plus all Payments then due and owing hereunder. "Net proceeds" shall mean the amount remaining from the grass proceeds of any insurance claim or condemnation award after deducting all expenses (incuding reasonable attorneys' fees) incurred in the collection of such claim or award. 9. INSURANCE. Lessee agrees to keep the Equipment insured to protect all interests of Lessor, at Lessee's expense, for such risks, in such amounts, in such forms and with such companies as Lessor may require, including but not limited to fire and extended coverage insurance, explosion and collision coverage, and personal liability and property damage liability insurance. Lessor may (but shall not be obligated to) insure the Equipment at the expense of Lessee. Any insurance policies relating to loss or damage to the Equipment will name Lessor as loss payee as its interests may appear and the proceeds may be applied toward the replacement or repair of the Equipment or the satisfaction of the Payments due hereunder. Any such policies shall contain a provision that they may not be cancelled or the coverage reduced without thirty (30) days prior written notice to Lessor. Any liability insurance policies will name Lessee and Lessor as co-insured and the proceeds shall be applied first to Lessor to the extent of its liability, if any, and the balance to Lessee. Lessee shall furnish certificates, policies or endorsements to Lessor as proof of such insurance. Lessee hereby appoints Lessor as Lessee's attorney-in-fact to make claim for, receive payment of and execute or endorse all documents, checks or drafts for loss or damage or return premiums under any insurance policy issued on the Equipment and hereby assigns to Lessor all of its right, title and interest in and to such insurance policies and the proceeds thereof. If Lessee is self-insured with respect to equipment such as the Equipment, Lessee shall maintain an actuarially sound self-insurance program in form satisfactory to Lessor and shall provide evidence thereof in form and substance satisfactory to Lessor 10. TAXES, MAINTENANCE AND INSPECTION. The parties to this Agreement contemplate that the Equipment will be used for a governmental or proprietary purpose of Lessee and, therefore, that the Equipment will be exempt from all taxes presently assessed and levied with respect to personal property. Nevertheless, rf the use, possession or acquisition of the Equipment is determined to be subject to taxation, Lessee shall pay when due all taxes and governmental charges assessed or levied against or with respect to the Equipment. Lessee agrees to use, operate and maintain the Equipment in accordance with all laws, regulations and ordinances and in accordance with the provision of any policies of insurance covering the Equipment, and shall not rent the same or permit the same to be used by anyone other than Lessee or Lessee's employees. Lessee agrees to keep the Equipment in good repair, working order and condition (ordinary wear and tear excepted) and house the same in suitable shelter, and to permit Lessor or its assigns to inspect the Equipment at any time and to otherwise protect its interests therein. If any Equipment is customarily wvered by a maintenance agreement, Lessee will furnish Lessor with a maintenance agreement by a party reasonably satisfactory to Lessor. No maintenance or other service for the Equipment will be provided by Lessor. Without the prior written consent of Lessor, Lessee shall not make any alterations, modifications or attachments to the Equipment that cannot be removed without materially damaging the functional capabilities or economic value of the Equipment. In the event the Equipment is returned to Lessor, the Lessee, at its sole cost and expense, and at the request of Lessor, will remove all alterations, modifications and attachments, and repair the Equipment as necessary to return the Equipment to the condition in which it was furnished, ordinary wear and tear and permitted modifications excepted. All replacement parts shall be free and clear of liens of others, and shall become part of the Equipment and subject to the terms hereof. 11. LATE PAYMENTS AND PERFORMANCE OF LESSEE'S OBLIGATIONS BY LESSOR. If (a) any Payment other than a Lease Payment is not paid when due or (b) Lessee fails to perform any of its obligations hereunder and Lessor performs the same for the account of Lessee and incurs expenses, costs, penalties orliabilities in so doing ("Reimbursable Expenses"), Lessee shall pay interest on such Payment from the date due and, with respect to the Reimbursable Expenses, from the date incurred, in each case until paid, at the rate of eighteen (18°/)percent per annum (or, if such rate is in excess of the maximum rate permitted by law, the maximum rate permitted by law). 12. DEFAULT. The following shall constitute an event of default under this Agreement, and the terms "Event of Default" and "default" shall include, whenever they are used in this Agreement, the following: (a) subject to Paragraph 4 hereof, failure by Lessee to pay any Lease Payment or any other Payment required to be paid when due and such failure continues for ten (10) days after the due date thereof, (b) Lessee fails to perform or observe any other covenant, condition, or agreement to be performed or observed by it hereunder and such failure is not cured within twenty (20) days.after written notice thereof by Lessor; (c) the discovery by Lessor that any statement, representation or warranty made by Lessee in this Agreement or any writing ever delivered by Lessee pursuant hereto or in connection herewith is false, misleading, or erroneous in any material respect; (d) any determination by the United States Internal Revenue Service that the portion of the Payments constituting "interest" is includible in the gross income of Lessor for Federal income tax purposes, or (e) the filing of a petition in bankruptcy by or against Lessee, or failure of Lessee promptly to lift any execution, garnishment, or attachment of such consequences as would impair the ability of Lessee to carry on its governmental functions, or assignment by Lessee for the benefit of creditors, or the entry by Lessee into agreement of composition with creditors, or the approval by a court of competent jurisdiction of any adjustment of indebtedness of Lessee, or the dissolution or liquidation of Lessee. 13. REMEDIES. Whenever any Event of Default shall have occurred, Lessor shall have the right, at its option and without any further demand or notice, to take one or any combination of the following remedial steps: (a) Lessor, may declare alt Lease Payments due or to become due during the fiscal year in which the Event of Default occurs to Fo,m No. GOVt,EASE~ IN03 fi]]l~9 a I~°Jc 06AY100~ J:]e F'MCT be immediately due and payable by Lessee; (b) Lessor may repossess any or all of the Equipment by giving Lessee written notice to deliver the Equipment to Lessor in the manner provided in Paragraph 18, or in the event Lessee fails to do so within ten (10) days after receipt of such notice, and subject to all applicable laws, Lessor may enter upon Lessee's premises where the Equipment is kept and take possession of the Equipment and charge Lessee for costs incurred in repossessing the Equipment, including reasonahle attorneys' fees. Lessee hereby expressly waives any damages occasioned by such repossession. Notwithstanding the fact that Lessor has taken possession of the Equipment, Lessee shall continue to be responsible for the Lease Payments due during the fiscal year then in effect; (c) if Lessor terminates this Agreement and takes possession and disposes of the Equipment or any portion thereof, Lessor shall apply the proceeds of any such disposition to pay the following items in the following order: (i) all costs (including, but not limited to, attorneys' fees) incurred in securing possession of the Equipment; (ii} atl expenses incurred in completing the disposition of the Equipment; (iii) any sales or transfer taxes; (iv) all costs and expenses incurred by Lessor to return the Equipment to the condition required by Paragraph 18 hereof; and (v) all Payments whether due or due in the future hereunder. Any disposition proceeds remaining after these disbursements have been made shall be paid to Lessee. In addition, Lessor may exercise any other right, remedy or privilege that may be available to Lessor under applicable law or, by appropriate court action at law or in equity, Lessor may enforce any of Lessee's obligations hereunder. Lessor's rights and remedies are cumulative and may be exercised concurrently or separately. No such right or remedy is exclusive of any other right or remedy permitted by this Agreement or by law or in equity. 14. NOTICES. For the purpose of this Agreement any notices required to be given, shall be given to the parties hereto in writing and by certified mail at the address herein set forth, or to such other addresses as each party may substitute by notice to the other, which notice shall be effective upon its receipt. 15. DELIVERY; TITLE. Lessee has advised Lessor of its desire to lease the Equipment, the cost of the Equipment, the expected delivery date and the desired lease terms for the Equipment. Lessee shall order such Equipment and shall cause such Equipment to be delivered pursuant to Lessee's directions. Lessor shall have no liability to Lessee, or to any other person for transportation, delivery or installation of the Equipment. Lessee shall bear the risk of loss with respect to any Equipment. Notwithstanding the designation of Caterpillar Financial Services Corporation as Lessor, Caterpillar Financial Services Corporation shall not own the Equipment. Unless applicable law requires to the contrary, legal title to the Equipment, including, if applicable, any software license component thereof shall, so long as an Event of Default or the termination of this Agreement pursuant to Paragraph 4 hereof has not occurred, and only as provided by law, is in Lessee. Upon the occurrence of an Event of Default or termination of this Agreement pursuant to Paragraph 4 hereof, full and unencumbered legal title to the Equipment shall pass to the Lessor without the necessity of further action by the parties hereto, and the Lessee shall have no further interest therein. In connection with the reversion of title to Lessor, Lessee shall execute and deliver to Lessor such documents as Lessor may request to evidence the passage of Lessee's title and interest therein, and upon request by the Lessor, the Lessee shall deliver possession of the Equipment to the Lessor at Lessee's sole cost and expense and in the condition required by Paragraph 18 hereof. 16. MISCELLANEOUS. This Agreement may not be modified, amended, altered or changed except by a written agreement signed by the party sought to be changed. In fhe event any provision hereof shall be invalid or unenforceable, the remaining provisions hereof shall remain in full force and effect. This Agreement, together with exhibits, constitutes the entire agreement between Lessee and Lessor and supersedes all prior and contemporaneous writings, understandings, agreements, solicitations, documents and representations, expressed or implied. Any terms and conditions of any purchase order or other documents submitted by Lessee in connection with this Agreement which are in addition to or inconsistent with the terms and conditions of this Agreement will not be binding on Lessor and will not apply to this Agreement. 17. JURY TRIAL WAIVER. THE PARTIES TO THIS AGREEMENT HEREBY UNCONDITIONALLY WAIVE, IN A KNOWING AND INTENTIONAL MANNER, THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS AGREEMENT OR RELATED DOCUMENTS, ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER HEREOF OR ANY RELATED TRANSACTIONS, AND/ORTHE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN THEM. 18. RETURN OF EQUIPMENT. If Lessor is entitled to obtain possession of any Equipment or if Lessee is obligated at any time to return any Equipment, then (a) title to the Equipment shall vest in Lessor immediately upon Lessor's notice thereof to Lessee, and (b) Lessee shall, at its sole expense and dsk, immediately de-install, disassemble, pack, crate, insure and return the Equipment to Lessor (all in accordance with applicable industry standards) at any location in the continental United States selected by Lessor. Such Equipment shall be in the same condition as when received by Lessee (ordinary wear and tear excepted), shall be in good operating order and maintenance as required hereby, shall be free and clear of any liens (except Lessor's lien) and shall comply with all applicable laws and regulations. Until Equipment is returned as required above, all terms of this Agreement shall remain in full force and effect including, without limitation, Lessee's obligation to pay Lease Payments and to insure the Equipment. 19. OTHER DOCUMENTS. In connection with the execution of this Agreement, Lessee shall cause to be delivered to Lessor (i) an Acceptance Certificate substantially in the form attached hereto as Attachment A; (ii) a certified copy of Lessee's Authorizing Resolution substantially in the form attached hereto as Attachment B, (iii) a Verification of Insurance substantially in the farm attached hereto, (iv) an opinion of Lessee's counsel substa~" ply in the form attached hereto as Attachment C, (v) a form 8038 G or 8038 GC as required under the Code, and (vi) any other documents or items required by Lessor „~ V" 20. APPLICABLE LAW. This Agreement shall be governed by and construed in ar•~ ~ ,ih the laws, excluding the laws relating to the choice of law, of the State. 5~G Lessee: ' _~sso r: KERR COUNTY, TEXAS Signature: - r By: ~ ,s.t~ 1 ::.r... Print Na~ r Title: ~ ~1.J",..~. ~'~.~ ~~_ .,.~._. Caterpillar Financial Services Corporation Signature: By: Print Name Title: Fo,m Na. fgVLEASE-1112n 633119 eI~011e 06M9IIMl ]'J8 PMCT ATTACHMENT A ACCEPTANCE CERTIFICATE This Acceptance Certificate is executed and delivered by KERB COUNTY, TEXAS ("Lessee") in connection with the Governmental Equipment Lease-Purchase Agreement dated as of ~~~ 2 _2~ (the "Agreement"), between Lessee and Caterpillar Financial Services Corporation ("Lessor"). Lessee hereby certifies that: 1. Capitalized terms used herein and not defined herein shall have the meanings assigned to them in the Agreement. 2. The Equipment: 1 NEW 420D Caterpillar Backhoe Loader FDP15262 has been delivered to it, and has been inspected by it, and is in good working order and condition and is of the size, design, capacity and manufacture selected by it and meets the provisions of the purchase orders with respect thereto. Lessee hereby confirms it irrevocably accepts said items of Equipment "as-is, where-is" for all purposes of the Agreement as of the Acceptance Date set forth below. 3. The Equipment will be located at: ~~0 SAN ~NTokl o ~~ls H t.+~4 y KERRVILLE TX 78028 KERB ~ 4. The Acceptance Date is T~~ ~ p0 Dated: . / 22 Lessee: N~R~ KERB COUNTY, TEXAS ~... ,__ SIGN Signature: ._~ Print Name ~~ , ,~ ~_~ Title: L~cT-~ ,,t 1-,~ -~ ~} ,~ Farm No. CgVACCEPT~ IONJ 6]2'!19 06/09I201M l~8 PACT ~~~~ Q~~~~)~~~Q~,~~ ~~~ ATTACHMENT B LESSEE'S AUTHORIZING RESOLUTION Whereas, KERR COUNTY, TEXAS (the "Governmental Entity"), a body politic and corporate duly organized and existing as a political subdivision, municipal corporation or similar public entity of the State of Texas (the "State"), is authorized by the laws of the State to purchase, acquire and lease personal property for the benefit of the Governmental Entity and its inhabitants and to enter into contracts with respect thereto; and Whereas, in order to acquire such equipment, the Governmental Entity proposes to enter into alease-purchase transaction pursuant to that certain Governmental Equipment Lease-Purchase Agreement (the "Agreement") with Caterpillar Financial Services Corporation, the form of which has been presented to the governing body of the Governmental Entity at this meeting; Now, Therefore, Be It And It Is Hereby Resolved: Section 1. Approval of Documents. The form, terms and provisions of the Agreement and all other schedules and exhibits attached thereto are hereby approved in substantially the form presented at this meeting, with such insertions, omissions and changes as shall be approved by counsel of the Governmental Entity or other members of the governing body of the Governmental Entity executing the same, the execution of such documents being conclusive evidence of such approval; and the persons holding the titles listed below or any other officer of the Governmental Entity who shall have the power to execute contracts on its behalf are hereby authorized and directed to execute, acknowledge, countersign and deliver the Agreement and all exhibits attached thereto, and the Secretary/Clerk of the Governmental Entity is hereby authorized to attest to the foregoing and affix the seal of the Governmental Entity to such documents. Section 2. Other Actions Authorized. The officers and employees of the Governmental Entity shall take all action necessary or reasonably required by the parties to the Agreement to carry out, give effect to and consummate the transactions contemplated thereby and to take all action necessary in conformity therewith, including, without limitation, the execution and delivery of any closing and other documents required to be delivered in connection with the Agreement. Section 3. No General Liability. Nothing contained in this Resolution, the Agreement, or any other instrument shall be construed with respect to the Governmental Entity as incurring a pecuniary liability or charge upon the general credit of the Governmental Entity or against its taxing power, nor shall the breach of any agreement contained in this Resolution, the Agreement, or any other instrument or document executed in connection therewith 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. Section 4. Authorized Signatories. Following are the true names, correct titles and specimen signatures of the incumbent officers referred to in the foregoing resolution: Name (Print or Type) Title (Print or Type) Signature .~ _-- . _. _._._.-.t..~ ~ -_. ~~ _- ~ _~~ Section 5. Effective Date. This Resolution shall be effective immediately upon its approval and adoption adopted and approved on .J uN Ir 1 ~ Signature U y /Clerk ' Name Printed: 11 A ~l ~~~ ~ Date: Lp',~~" U7 This Resolution was io~m N{^uaQ GOV`(iAf({UTH`'-10111] ~f`fj 611119IMIIIU101N 1:]B PMCT 'III t1~YY~~~~~~~f ~Yi'I III • ~~, / S 4qt of ~~< KERB COUNTY ATTORNEY DAVID M. M O T L E Y COUNTY COURTHOUSE, SUITE BA-l03 700 MA[N STREET KERRVILLE, TEXAS 78028 ATTACHMENT C OPINION OF LESSEE'S COUNSEL Date: June 22, 2004 Lessor: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, TN 37203-0001 Re: Governmental Equipment Lease-Purchase Agreement dated as of ~(~(.~l/~ r?Z 2004, by and between KERB COUNTY, TEXAS and Lessor. Ladies and Gentlemen: I have acted as counsel to Lessee in connection with the execution and delivery by Lessee of the Governmental Equipment Lease-Purchase Agreement described above, and all related exhibits, attachments, and other documents necessary to consummate the transactions contemplated therein (collectively, the foregoing is referred to as the "Lease"). Based upon the foregoing examination and upon an examination of such other documents, records, and certificates and having made such other investigation as I consider necessary to render the opinions herein, I am of the opinion that: 1. Lessee is a county, duly organized and legally existing as a political subdivision under the Constitution and laws of the State of Texas with full power and authority to enter into the Lease and to carry out its obligations thereunder and the transactions contemplated thereby. 2. The Lease has been duly authorized, executed, and delivered by Lessee and, assuming due authorization, execution, and delivery thereof by Lessor, constitutes the legal, valid, and binding obligation of Lessee, enforceable against Lessee in accordance with its terms, subject to any applicable bankruptcy, insolvency, moratorium, or other laws or equitable principles affecting the enforcement of creditors' rights generally, and does not violate any judgment, order, law, or regulation applicable to Lessee. 3. No litigation or proceeding is pending or, to the best of my knowledge, threatened to restrain or enjoin the execution, delivery, or performance by Lessee of the Lease or in any way to contest the validity of the Lease, to contest or question the creation or existence of Lessee or its governing body or 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 pending or, to the best of my knowledge, threatened that seeks to or could restrain or enjoin Lessee from annually appropriating sut3icient funds to pay the Lease Payments (as defined in the Lease) or other amounts contemplated by the Lease. 4. The authorization, approval, and execution of the Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all applicable open meeting, public records, public bidding, and all other laws, rules, and regulations of the State. 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. 5. The Lessee is within the meaning of Section 103 of the Internal Revenue Code of 1986, as amended, and Treasury Regulations and Rulings related thereto, a state or fully constituted political subdivision or agency of a state. Very truly yo rs, NNER~ g1G v' otley, K C unty Attorney DM/s MAIN NUMBER (830) 792-2220 HOT CHECKS (830) 792-2221 FAX (830) 792-2228 Amendment No. 1 to Governmental Equipment Lease-Purchase Agreement (For use with Texas Lessees in tax-exempt transactions) WHEREAS, Caterpillar Financial Services Corporation ("Lessor") and the political subdivision of the State of Texas named below ("Lessee) are parties to that certain Governmental Equipment Lease- Purchase Agreement (the "Agreement"), dated as of ~j nJ ~ l ~i ~~; and WHEREAS, Lessor and Lessee have agreed to amend the Agreement as provided herein. NOW THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Capitalized terms used herein anti not defined herein shall have the meanings ascribed to them in the Agreement. 2. Paragraph 4 of the Agreement is amended and restated in its entirety to read as follows: ANNUAL RIGHT OF TERMINATION. Lessee may terminate this Agreement as of the last day of any calendar year during the term hereof by giving Lessor sixty (60) days prior written notice of its intent to terminate this Agreement (although the failure to give such notice shall not affect Lessee's right to terminate this Agreement as provided herein). In the event Lessee gives to Lessor such notice during the term hereof, Lessee shall, no later than the last day of such calendar year (the "Return Date"), return to Lessor all, but not less than all, of the Equipment, at Lessee's sole expense, in accordance with Paragraph 18, and this Agreement shall terminate on the Return Date. Thereafter, Lessee shall not incur any additional obligations hereunder, provided, that, Lessee shall pay all Lease Payments and other Payments due prior to the Return Date and, provided further, that Lessee shall pay month-to-month rent at the rate set forth above for each month or part thereof that Lessee fails to return the Equipment. 3. Except as amended hereby, the Agreement remains in full force and effect and enforceable in accordance with its terms. This amendment set forth herein shall be effective as of the date hereof. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their ~ respective officers duly authorized thereto as of the date of the Agreement set forth above. ~~Q~ ~?~ 5~ Caterpillar Financial Services Corporation By: Name: Title: KERR COUNTY, TEXAS By: Name: Y' ~ ~.~' ) ,~.~. I Title: ~~~, ~~„ ~, \ . ~' ' 1~ ~ -- lof 1 axn~s ~wmenoo~~:~e For ImIlNa. CAVT%AM-OJA~ '{{1 Q~P'JI': Ih'~+lti~fl'~~AS~I III CATERPILLAR FINANCIAL SERVICES CORPORATION HOLT TEXAS, LTD. HOLT AVE @ SOUTH W W WHITE RD P.O. BOX 207916 SAN ANTONIO TX 782207916 Reference: KERR COUNTY, TEXAS We are requesting a copy of the minutes of the appropriation meeting during which the funds for this deal were allocated. A copy of this information is necessary to complete the documentation package and to fund the deal. Your ability to return a complete package will ensure timely payment to you. Thank you for your assistance. CATERPILLAR FINANCIAL SERVICES CORPORATION DOCUMENTATION DEPARTMENT Foam No LiM~]-2/9~ 6[IT~9 OeNeR0013.lF PMCT ^m I~~i* k~L~is, I~i~~r~r ^I m ^III LL~ CIVi+:LY.k,~FL'~ItiYR*^I II I PHYSICAL DAMAGE INSURANCE COVERAGE INFORMATION (Customer Copy) Before financing your equipment, you must arrange physical damage insurance on the equipment identified below. The insurance may be provided through an insurance agent or insurance company of your choice, provided the insurance company satisfies minimum financial requirements. As an alternative to obtaining your own insurance, you may elect to have your equipment insured under coverage arranged by Caterpillar Insurance Services Corporation that has been designed specifically for the purchasers of Caterpillar equipment and issued to your Caterpillar Dealer and Caterpillar Financial Services Corporation by Caterpillar Insurance Company. I hereby request and apply for information and a quote for physical damage insurance from Caterpillar Insurance Services Corporation for the following equipment in the following manner: Serial # Includin Tax Total Premium Finance Pymt A. 420D Caterpillar Backhoe Loader $58,245.00 $3,494.70 565.53 FDP 15262 B. C. D. Sharon Blair Authorized Insurance Producer Policy Summary Please note: This is only a brief description of the Physical Damage Program. Contractual provisions contained in the policy will govern. Coverage Caterpillar Physical Damage Insurance protects your equipment against physical damage losses, including collision, fire, theft, vandalism, upset or overturn, floods, sinking, earthquakes and other unfortunate acts of nature. The protection has been designed for owners of heavy equipment and provides superior benefits you most likely would not find in other plans. The Caterpillar Physical Damage Insurance does include normal exclusions. The exclusions included are wear and tear, rust, loss of income, contamination, improper repairs, war, nuclear damage, and mechanical breakdown, property damage liability, automobiles, watercraft, waterborne shipments, tires or tubes damaged by blow-out, puncture, and road damage. Re airs When a covered loss occurs, this plan will pay for Caterpillar replacement parts on all your new or used Caterpillar equipment. On all non-Caterpillar equipment, the plan will pay for comparable replacement parts. Transportation Your Caterpillar plan will pay for round-trip transportation of covered damaged equipment to and from your Caterpillar dealer's repair facility, up to $2,500 limit. Form No. CISCICSF-1'04 Dealer Code E140 1 of 4 62'_749 06.~OS~i004 3.35 PMCT ^m n~iTh'~ti4i1;1r•,~~R~~rsl III ^III 8~ *Ilh~ G~aYrN:1~YR*11 III Rental The plan allows for rental Costs np to $2,500 that yrn~ inrrir tp rent gimilar enaiiir~merlt fot_loWi_ng a covered loss. You are automatically protected with up fo $100,000 of coverage for damage to the similar equipment you rent. Claims In the event of a total loss, the policy will pay the greatest of the following: - The payoff value of the loan on the damaged parts or equipment as of the date of loss; or - The actual cash value of that covered property; or - The cost of replacing that property with property of like kind and quality The policy will pay 10% of scheduled loss, up to a $10,000 maximum for debris removal. The policy will pay fire department service fees up to $5,000. Deductible $1,000 Construction and Agricultural Equipment Deductibles: $10,000 deductible all logging Equipment Customer Service If you have any questions or need additional details, see your Authorized Cat Dealer or tail Cat Insurance toll free at 1-800-248-4228. You may also e-mail Cat Insurance at Cat.Insurance(c~,cat.com. POLICYHOLDER DISCLOSURE NOTICE OF TERRORISM INSURANCE COVERAGE Your policy provides or, if this notice is being provided in connection with an offer of new or renewal coverage, would provide coverage for acts of terrorism subject to all terms, conditions and limitations of your policy. You should know that under your existing or proposed coverage, any losses caused by certified "acts of terrorism" as defined in Section 102(1) of the Terrorism Risk Insurance Act of 2002 (the Act), are partially reimbursed by the United States of America. The term "act of terrorism" means any act that is certified by the Secretary of the Treasury, in concurrence with the Secretary of State, and the Attorney General of the United States - to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property, or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of an air carrier or vessel or the premises of a United States mission; and to have been committed by an individual or individuals acting on behalf of any foreign person or foreign interest, as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. As provided for in the Act, the United States of America pays 90 percent of the covered terrorism losses exceeding the statutorily established deductible paid by the insurance company providing the coverage. The prenuum for this coverage shown below does not include any charges for the portion of loss covered by the federal government under the Act. The portion of your premium that is attributable to coverage for terrorist acts certified under the Act is: $ None. For any policies and renewals issued on or after February 24, 2003, the above disclosure, modified to reflect your purchase of coverage, will be set forth in an endorsement to your policy. Form No. CISCICSF-Ii04 Dealer Code EI30 2 of 4 6'"7J9 06/OS."_004 3.35 P\1Cr APPLICATION FOR PHYSICAL DAMAGE INSURANCE COVERAGE (Return with Equipment Documents) Model # Equipment Description Value Pymt Method-1 Pymt Method-2 Serial # Including Tax Total Premium Finance P t A. 420D Caterpillar Backhoe Loader 558,245.00 53,494.70 565.53 FDP 15262 B. C. D. Sharon Blair Authorized Insurance Producer Option A Arranged by Caterpillar Insurance Services Corporation I understand that the total insurance premium for 60 months will be $3,494.70, which is $698.94 per year based upon the total equipment value of $58,245.00. Method 1 ~ I will pay the total premium and retum the payment with the signed equipment documents. Please make check payable to Caterpillar Insurance Company. Method 2 ^ I will fmance the insurance premium, including fmance charges, of $65.53 per scheduled equipment Option B I elect to obtain my own insurance on the equipment shown side from the following agent and insurance company. I understand that the processing of this transaction will be held pending receipt and verification of this information. Customer Name KERB COUNTY, TEXAS Dealer Name HOLT TEXAS, LTD. Insurance Agent ~.C 45 ~f s ~ -~ . ~~ ~ V /j~Los Agent Address / al D S c H J`T n~9 rL tr0 ~/ s~"i`n l u ~P7Dl Agent Phone # (y~00) ~S~ 6 S g 7 Contact Person /~ 4 Y t_ n 7'~ e ~~ ! e ~ Insurance Policy# ~3~a, o P payment. The fmance charge is calculated at 4.74% per annum on the total insurance premium covering the full term of the fmance agreement. Method 3 ^ I desire coverage for an initial 12 -month term. I will pay the $698.94 premium and return the payment with the signed equipment documents. Please make check payable to Caterpillar Insurance Company. Porm To. CISCICSF-1!04 Dealer Code E 140 3 of 4 6'749 Ob;08"_'004 3:35 PMCT ^III !A4* h'tk4i5i l},:~lli!t ^I II I full LLf *I~hL' Gaa7rN:1~YM1*~I III i understand that the quote I receive is not a binder of insurance. If I elect to obtain coverage from Caterpillar Insurance Services Corporation, coverage will be effective in accordance with the terms and conditions of the issued Policy and that I may terminate the coverage at any time with advance written notice. I acknowledge that I have been notified that, under the TERRORISM RISK INSURANCE ACT of 2002, any losses caused by certified acts of terrorism under my policy will result in coverage under my policy that will be partially reimbursed by the united States as outlined in the attached policyholder disclosure notification. Fraud Warning: All states other than: OH, VA, LA, NE, OK, OR, or VT, Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information, or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime and shall also be subject to a civil penalties. (In DC, ME, and TN, insurance benefits may also be denied.) In OH: Any person who, with intent to defraud or knowing that he is facilitating a fraud against an insurer, submits an application or files a claim containing a false or deceptive statement is guilty of insurance fraud. In VA: It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties include imprisonment, fines and denial of insurance benefits. Company Name: KERR COUNTY, TEXAS ~~Q~ Dealer Name: HOLT TEXAS, LTD. 5~~~ Accepted By: Print Name: Title: Date: Please note: If you have any questions or need additional details, please contact I-800-248-4228. In addition, if you would like a no obligation quote on your additional equipment, call Sharon Blair at 1-800-248-4228 ext. 8121. Form No. CTSCICSF-1/04 Dealer Code E140 4 of 4 6"749 06;03!2004 3.35 PMCr Lessor: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, TN 37203-0001 Lessee: KERR COUNTY, TEXAS 700 MAIN ST RM 103 KERRVILLE, TX 78028 Subject: Insurance Coverage Requirements VERIFICATION OF INSURANCE 1. The above-named Lessor and Lessee have entered into Governmental Equipment Lease-Purchase Agreement dated as of - Su~~ 22 ~ 2 oor~- (the "Agreement"). In accordance with the Agreement, Lessee has instructed the insurance agent named below: Company: /~R4 s s s h , 6'f ~- 1~ Cyt> /1~~~.3 Address: 12 t ry ~.~ ~..- ~i-~'Lt~r.S t7d ~'r'! ~ ~- / ~ 7©1 / f Phone No: ~°fX~l ~~ `7Y' Agent's Name:~~,QQ~jI~ ~.~-~ ~-~ ~ ~~ to issue: a. All Risk Physical Damage Insurance on the Equipment (as defined in the Agreement) evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming the Lessor and/or its Assignee, as loss payee. The Coverage Required: the aggregate purchase price for the Equipment. b. Public Liability Insurance evidenced by a Certificate of Insurance, naming the Lessor and/or its Assignee as Additional Insured, with a minimum of $1,000,000 per occurrence is required. 2. Proof of insurance coverage will be provided to Lessor or its Assignee prior to the time the Equipment is delivered to Lessee. Lessee: KERR COUNTY, TEXAS Signature: `_`M\ ~--~~,.--~~~ .,~ -~-- ~ Print Name /~ , Title: 'L~?-~1'._ '°; ;~_~,~~- `GN~~~E 5 Fom, we. covmsiaol 'III ~~~~'1~~~~'I III 633]69 U61UBRO0I l'.J8 PMCT Form $Q3$-G ~ information Return for Tax-Exempt Governmental Obligations - Under Internal Revenue Code section 149(e) OMB No. 1545-0720 (Rev. November 2000) - See separate Instructions. Department of [he Treasiuy Caution: !f the issue rice is under 5100,000, use Form 8038-GC. Internal Revenue Service p KB fJl7rLInL] HULr10r1Iy If Amended RPturn_ rhpr4 tio~o - 1 Issuer's name 2 Issuer's employer identification number 3 Number and street (or P.O. box if mail is not delivered to street address) Room/suite 4 Report number 3 5 City, town, or post office, state, and ZIP code 6 Date of issue 7 Name of issue 8 CUSIP number 9 Name and title of officer or legal representative whom [he IRS may call for more information 10 Telephone number of officer or legal representative ( ) ~ e or Issue (cneclc a ucaole ~ox~es) and enter the Issue rice) See instructions and attach schedule 11 ^ Education 11 12 ^ Health and hospital 12 13 ^ Transportation 13 14 ^ Public safety. 14 15 ^ Environment (including sewage bonds) 15 16 ^ Housing 16 17 ^ Utilities _ 17 18 ^ Other. Describe - 18 19 20 If obligations are TANS or RANs, check box - ^ If obligations are BANS, check box - ^ If obli ations are in the form of a tease or installment sale, check box - ^ Descri lion of Obli ations. Com lete for the entire issue for which this form is bein filed. (a) Final maturity date (b) Issue price (c) Stated redemption price at maturity (d) Weighted average maturity (e) Yield 21 $ $ ears Uses of Proceeds of Bond Issue (includin underwriters' discount) 22 Proceeds used for accrued interest 22 23 Issue price of entire issue (enter amount from line 21, column (b)) 23 24 Proceeds used for bond issuance costs (including underwriters' discount) 24 25 Proceeds used for credit enhancement . 25 26 Proceeds allocated to reasonably required reserve or replacement fund 26 27 Proceeds used to currently refund prior issues 27 28 Proceeds used to advance refund prior issues 28 29 Total (add lines 24 through 28) . 29 30 Nonrefundin roceeds of the issue (subtract line 29 from line 23 and enter amount here) . 30 Descri lion of Refunded Bonds (Com lete this art onl for refundin bonds.) 31 32 33 34 Enter the remaining weighted average maturity of the bonds to be currently refunded - Enter the remaining weighted average maturity of the bonds to be advance refunded - Enter the last date on which the refunded bonds will be called . - Enter the date(s) the refunded bonds were issued - ears years Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) 36a b Enter the final maturity date of the guaranteed investment contract - 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a b If this issue is a loan made from the proceeds of another tax-exempt issue, check box - ^ and enter the name of the issuer - and the date of the issue - 38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), ~' ~ box - ^ 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ~ _ - ^ 40 If the issuer has identified a hed e, check box `GNN~. - ^ Under penalties of perjury, I declare that I have examined this return and accompanying schec' S ,cments, and to the best of my knowledge and belief, they are [rue, correct, and complete. Sign -~=;-~ ~ °-° ~~ . ,~...~ Here =.~~,,.~ ~.~_~.._ ~ ~ ~ r ' Signature 6t-issuer's authorized representative Date 'Type or print name and till T- _. For Paperwork Reduction Act Notice, see page 2 of the Instructions. cat. No. 637735 Form 8038-G (Rev. 11-2000) CUSTOMER INFORMATION VERIFICATION 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. Thank you in advance for yow cooperation. Current Information on file Customer Name: KERB COUNTY, TEXAS Physical Address: 700 MAIN ST RM 103 KERRVILLE, TX 78028 Mailing Address: 700 MAIN ST RM 103 KERRVII,LE, TX 78028 Equipment Location: 700 MAIN ST RM 103 KERRVILLE, TX 78028, KERB Business Phone: (830)792-2236 Fed. ID # or SS #: 746001494 E-mail Address: Accounts Payable Contact Name and Phone: Sales Tax Rate: 0 (Please note: Sales Tax Rate, includes all applicable State, County, and City sales tax) City Limits Tax Exemption Status Other Information: Asset outside the City Limits? Yes No Please indicate if you are tax exempt. If you are tax exempt -please enclose a current tax exemption certiCcate to be returned with your documents -Not needed by CFSC if dealer ISC Please make corrections here Foam No. CW EIl1190~1/U2 1 0l 1 6~t]a9 UblU0.RUUa ] ]8 PMCT ^m ~~i~n~~ti~is;~;~~Rr+r^i ui ^m u~ ctr~t,n~rlc,:~ YII~^I III Explanation of Contents Thank you for selecting Caterpillar products and for allowing Caterpillar Financial Services Corporation to serve your fmancing needs. Included in this document package are all of the forms that will be needed for standard tax exempt lease purchase transactions. The forms have been designed to be clear, concise and user friendly. We have also provided a brief explanation of the purpose of each form. If you wish to discuss any of the forms or have any questions about any aspect of this transaction, we encourage you to contact your Caterpillar Dealer or Caterpillar Financial Services Corporation at 1-866-263-3791 Option # 5. A. Governmental Equipment Lease-Purchase Agreement. The Governmental Lease-Purchase Agreement contains the terms that govern each transaction between us. It is the standard Caterpillar Financial Services Corporation tax exempt lease-purchase agreement, and provides that we will lease to you the equipment described therein pursuant to a full payout amortization schedule. A new Governmental Equipment Lease-Purchase Agreement will have to be signed in connection with each transaction. B. Acceptance Certificate. The Acceptance Certificate is signed by you when you receive and confirm that the equipment being lease-purchased under the Governmental Equipment Lease-Purchase Agreement is operational and in good working order. As we are not involved in the manufacture, selection or delivery of the equipment we are relying upon you to ensure that the equipment works. C. Lessee's Authorizing Resolution. The Authorizing Resolution is evidence you have taken the necessary governing body actions to approve the Governmental Equipment Lease-Purchase Agreement. Although the authorizing instrument is often a resolution, it may also take other forms such as an ordinance. We are agreeable to using your customary or standard form provided it contains specific approval for the lease-purchase agreement, designates persons who are authorized to sign on your behalf and either approves the document forms or delegates this authority to a named official D. Verification of Insurance. The Certificate of Insurance is intended to supply information regarding the insurance coverage for the equipment being lease-purchased. You will need to supply the requested information to us so we can verify coverage. E. Opinion of Counsel. An opinion of counsel is required in connection with each Governmental Equipment Lease-Purchase Agreement. The opinion is intended to confirm that you have complied with all open meeting laws, publication and notice requirements, procedural rules for governing body meetings, and any other relevant state or local government statutes, ordinances, rules or regulations. We would be unable to confirm compliance with these laws and regulations ourselves absent long delays and higher costs so we rely upon the opinion of your attorney since he/she may have been involved in the process to approve our transaction and is an expert in the laws and regulations to which you are subject. The opinion also confirms that you are an entity eligible to issue tax-exempt obligations and that the Governmental Equipment Lease-Purchase Agreement will be treated as tax- exempt as it is your obligation to ensure that you have complied with relevant tax law. F. Form of 8038G or GC. Form 8038 is required by the Internal Revenue Service in order to monitor the amount oftax-exempt obligations issued. You have to execute a Form 8038 for each Governmental Equipment Lease-Purchase Agreement. Whether a Form 8038 G or GC is required depends on the original principal amount of the Governmental Equipment Lease-Purchase Agreement. If the original principal amount is less than $100,000 Form 8038GC is filed with the IRS. If the original principal amount is $100,000 or more Form 8038G is filed with the IRS. We will complete the form and all you will have to do is sign it. IRS Form 8038G http://www. irs. gov/pub/irs-fi1Uf803 8 g.p df IRS Form 8038GC http: //www. irs.gov/pub/irs-fi1Uf 803 8 gc. pdf This Explanation of Contents is prepared as an accommodation to the parties named herein. It is intended as an example of some of the documents that Caterpillar Financial Services Corporation, in its reasonable judgment, may require and is not intended to constitute legal advice. Please engage and use your own legal counsel. We understand that the laws of the various states are different so nothing herein shall be construed as a warranty or representation drat the documents listed herein are the only documents that may be required in any particular transaction or that any particular transaction, if documented in accordance with this Explanation of Contents, will be a valid, binding and enforceable obligation enforceable against the parties named herein in accordance with the terms of the documents named herein.