#~ ~ `~ 5~ N GOVERNMENTAL EQUIPMENT LEASE-PURCHASE AGREEMENT Lessee: KERR 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 (Ne "Agreement") 1. LEASE PAYMENTS; CURRENT EXPENSE. Lessee agrees to pay the lease payments (Ne "Lease Payments") wiH respect to this Agreement during the tens hereof in the amounts and on the tlates specified below. A portion of each Lease Payment is paid as and represents the payment of interest and the balance of each Lease Payment is pai4as antl represents payment of principal. Lessor is authorized to insert the due dates of the Lease Payments and any other information that should be addetl hereto in order for this Agreement to refiecl the specfic agreements of the parties hereto. All Lease Payments shall be paid to Lessor without notice or damantl at such place as Lessor may from time to time tlesignate by written notice [o Lessee. Lessee shall pay Ne 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 fscai year, shall constitute a cunent expense of Lessee for such fiscal year and shall not constitute an indebtedness of Lessee within Ne meaning of the constaution antl laws of the State in which Lessee is located (the "State"). Nothing herein shall constitute a pletlge by Lessee of any razes or other moneys (other than moneys lawfully appropriated from time to time for the payment of the "Payments" (as tlefined in the last sentence of Nis 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 ANV OTHER PERSON OR ENTITY FOR ANY REASON. As used in this Agreement, "Payments' shall mean the Lease Payments antl any other amounts required to be paid by Lessee hereunder. Lease Payments shall ba paid by Lessee to Lessor as follows: $1,947.32 will be paid in arrears and the balance of the Lease Payments is payable in 59 successive monthly payments of which Ne frst 56 payments are in the amount of $1,947.32 each, antl Ne last payment is in the amount of $56,667.32 plus all other amounts Nen owing hereunder, with the first Lease Payment tlue on and subsequent Lease Payments due on a like dale 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 b Lessor, on tlemand a late payment charge equal to the lesser of five percent (5%) of the payment not paid when due or the highest charge allowetl by law, whichever is less. The portion of the Lease Payments constituting principal shall bear interest (computetl on the basis of actual days elapsetl in a 360 day year) at [he rate of 5.35% per annum. 2. SECURITY INTEREST. Lessor agrees to lease [o Lessee antl Lessee agrees to lease from Lessor, the items of equipment (the "EquipmenC') tlescribed below. In ortlerto secure all of its obligations hereuntler, Lessee hereby: (a) grants to Lessor a Flrst and prior security interest in any and all right, title, and interest of Lessee in the Equipment antl in all additions, affichments, accessions, and substitutions Hereto, and on any proceeds therefrom antl (b) agrees to do any further act antl hereby authorizes Ne filing of such financing statements, orto execute antl tleliver such certificates of tile, notices or acknowletlgament or other insnuments in form satisfactory to Lessor necessary or appropriate to evidence such security interest. Lessee al its expense will protect and tlefend 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 Onitfs) Ser_al# (1) New 420D Caterpillar eackhoe Loader FDP24569 (1)New 420D Caterpillar Backhpe Loader FDP23626 Lessee confirms that it has an immediate need for, and expects to make immediate use of, substantially all the Equipment, which need is not [ampomry or expected to tliminish during the term of this Agreement. The Equipment will be used by Lessee for the purpose of performing one or more of Lessee's governmental functions consistent with the swpe of Lessee's authority and not in any trade or business cartied on by a person other than Lessee. 3. WARRANTIES. LESSOR HAS NOT MADE AND DOES NOT HAKE ANY WARRANTY, REPRESENTATION OR COVENANT OF ANY KIND, EXPRESS 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 wanan[ies, agreements and representations, if any, with regard to the Equipment against Ne maker of such war2nties. Except pursuant to an amendment as provided herein, no person is authorized to waive or alter any term pr condition of this Agreement. 4. NONAPPROPRIATION. Lessee covenants antl represents to Lessor that (a) Lessee will, fo [he extent permitted by State law inclutle in its butlget for each successive fscai year during Ne term of NIS Agreement a sufficient amount to permg Lessee to tlischarge all of its obligations hereuntler, (b) Lessee has butlgetetl and has available for the current fscel year sufficient funds to comply with its obligatons under this Agreement and (c) there are no circumstances presently affecting Lessee that could reasonably be ezpectetl to adversely affect Its ability to budget tuntls for the payment of sums tlue hereuntler. Nolwiihstantling any provision of Nis Agreement to the wnttary, Lessor and Lessee agree Nat in He event that prior to the commencement of any of Lessee's fscel years Lessee does not have sufficient tuntls appropriated to make the Payments due hereunder for said fiscal year, Lessee shall have the option of terminating [his Agreement as of Ne data of Ne wmmencemenl of such fscai year by giving Lessor silly (60) days prior written notice of its intent to cancel Nis Agreement No later Nan the last day of the last fscai year for which appropriations were matle for the Payments due hereunder ([he "Return Date"), Lessee shall retum to Lessor all, but not less than all, of the Equipment, at Lessee's sole expense, in accortlance with Paragraph t8, antl this Agreement shall lertninate on the Return Date without penalty or expense to Lessee and Lessee shall not be obligated to pay Ne Lease Payments beyond such fiscal year, providetl, that Lessee shall pay all Lease Payments and other Payments for which moneys have been appropriatetl or are otherwise available, provided further, that Lessee shall pay month-to-month rent at Ne rate set by lessor for each month or part thereof that Lessee fails to return He Equipment To the extent lawful antl permitted by public policy, Lessee agrees it will not terminate Nis Agreement under the provisions of Nis Paragraph 4 ff any funds are appropriated to it or by it for [he acquisition, retention or operation of the Equipment or other equipment performing functions similar to Ne Equipment for the fiscal year in which termination occurs or Ne next succeeding fiscal year. 'I ~ W ~ M4hL~i`:WYIWIR~ II 5. TAX WARRANTY. Lessee is validly existing as a body corporate antl politic and public insWmentality of the State with the power and authority to enter into this Agreement and to carry out ds obligations hereunder and the transactions contemplatetl hereby. Lessee shall, at all times, tlo and pertorm all acts antl things necessary and within its control in order to assure that the interest component of the lease Paymen5 receivetl by the Lessor shall, for the purposes of Federal income taxation, be exGUtled from the gross inwme of the Lessor and shall not take or permit any act or Ning that mould cause Ne interest component of the Lease Payments received by the Lessor b be included in the gross inwme of Ne Lessor for the purposes of Federal income taxation. The Equipment will not be used in any trade or business certied on bye person other than Lessee. Lessee will report this Lease Purchase to the Internal Revenue Service by filing Form 8038G, 8038C or 8038 whichever is applicable. Failure to do so will cause the agreement to lose its tax exempt status. lessee agrees that if the appropriate form is not fletl, the interest rete will be adjusted to the equivalent taxable interest rate. 6. ASSIGNMENT. Lessee may not, wihout Lessor's written consent. by operation of law or otherwise, assign, transfer, pledge, hypothecate or otherwise dispose of its right, title antl 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 antl 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 antl hold harmless Lessor and its agents, employees, officers, directors, subsidiaries and stockholders from and against any and all liabilities, obligations, losses, damages, injuries, claims, tlemands, penalties, actions, costs antl 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 pertorm or wmply with any wntlitions of this Agreement The intlemnities contained in this Paragraph shall continue in full force and eftact nolwithstantling the termination of this Agreement. Lessee is an independent wntrector antl nothing contained in rats Agreement shall auNOrize 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 shoultl any provision of this Agreement be construed to, limit, waiver, abrttlge 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 o(loss, NeR, destruction or damage to the Equipment or any part thereof from any cause whatsoever. No loss, NeK, destrucion or damage of the Equipment shall relieve Lessee of the obligation to make Lease Payments or to pertorm any obligation owing hereunder. In the event of loss, [heft, destmction or damage of any kind to any item of the Equipment, Lessee shall immediately notify Lessor antl, at the option of Lessor, shall: (a) place the same in good repair, working order antl condition (ordinary wear and tear excepted); or (b) replace the same with like equipment in gootl repair, working order and condttion (ominary wear and tear excepted). The °net proceetls° (as tleflnetl in the last sentence of this Paragreph) of any insurance rewvery 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 proceetls shall be paid to Lessor to the exent of, and applied to the amount due antl payable to Lessor under this Agreement. Any net proceetls 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 [ha repair, restoration or replacement of the Equipment, Lessee shall either complete the work to the satisfaction of Lessor, and pay any vests in excess of the net proceeds wtthout any claim for reimbursement or cretlit from Lessor or pay the then applicable purchase price far the Equipment (as determined by Lessor according to its usual and customary manner) plus all Payments then due antl owing hereunder. "Net proceetls" shall mean the amount remaining from the gross proceeds of any insurance claim or condemnation award after detlucting all expenses (including reasonable attorneys' fees) incured 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 antl extended coverage insurance, explosion and collision coverage, and personal liability antl 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 proceetls 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 cancelletl or the coverage reduced without thirty (30) tlays 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'bs 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 entlorse all documents, checks or tlrafts 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 antl to such insurance policies and the proceeds thereof. If Lessee is self-insured wiN respect to equipment such as the Equipment, Lessee shall maintain an actuarially sountl self-insurance program in form satisfactory to Lessor and shall provide evidence thereof in form antl substance satisfactory to Lessor 10. TAXER, MAINTENANCE AND INSPECTION. The parties [o this Agreement contemplate [hat the Equipment will be used for a govemmenfal or proprietary purpose of Lessee and, therefore, that Ne Equipment will be exempt from all taxes presently assessed and levied with respect to personal property. Nevertheless, if Ne 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 antl maintain the Equipment in accomance with all laws, regulations antl 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, antl 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 covered by a maintenance agreement, Lessee will furnish Lessor with a maintenance agreement by a part' reasonably satisfactory to Lessor. No maintenance or other service for the Equipment will be providetl by Lessor. Without the prior written consent of Lessor, Lessee shall not make any alterations, modifcafions 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, antl at the request of Lessor, will remove all alterations, modifcatiens and attachments, and repair the Equipment as necessary to return the Equipment to the conditlon in which i[ was furnisheq ordinary wear and tear and permitted modifcetions 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. 77. 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 pertorm any of its obligations hereunder and Lessor performs the same for the account of Lessee and incurs expenses, costs, penalties or liabilities in so doing ("Reimbursable Expenses"), Lessee shall pay interest on such Paymen[from the tlate due and, with respect to Ne Reimbursable Expenses, from the date incured, in each case until paiq at the rete of eighteen (18 h) percent per annum (or, if such rate is in excess of the maximum rate permitted by law, the maximum rate permitted bylaw). 12. DEFAULT. The following shall constitute an event of default under this Agreement, and the terms "Event of Default" antl "default" shall include, whenever they are used in Nis 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 (ails to perform or observe any other covenant, contlition, or agreement to be performed or observed by it hereunder and such failure is not curetl within twenty (20) days after written notice thereof by Lessor, (c) the discovery by Lessor that any statement, representation or wartanry made by Lessee in this Agreement or any writing ever tlelivered 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 consdtuting'interesT is includible in me gross income of Lessor for Fetleral income tax purposes, or (e) the fling of a petition in bankruptcy by or against Lessee, or failure of Lessee promptly to Ittt any execution, garnishment, or attachment of such consequences as would impair Ne ability of Lessee to carry on its governmental functions, or assignment by Lessee for the benefd of cretlitors, or the entry by Lessee into agreement of composition with creditors, ar the approval by a wurt of competent jurisdiction of any adjustment of intlebtedness of Lessee, or the dissolution or liquidation of Lessee. 13. REMEDIES. Whenever any Even[ of Default shall have occurreq Lessor shall have the right, at its option and without any further demand or notice, to take one or any combination of [he following remedial steps: (a) Lessor, may tlaclare all Lease Payments due or to become due during the fiscal year in which the Event of Default occurs to be immetliately tlue antl payable by Lessee; (b) Lessor may repossess any or all of the Equipment by giving Lessee written notice to deliver Ne Equipment to Lessor in the manner provided in Paragraph 18, or in the event Lessee fails to do so within ten (70) 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 Ne Equipment and charge Lessee for costs incunetl in repossessing the Equipment, including reasonable attorneys' fees. Lessee hereby expressly waives any damages occasioned by such repossession. Notwithstanding the (act that Lessor has taken possession of the Equipment, Lessee shall continue to be responsible for the Lease Payments due tludng the fscal year then in effect; (c)'rf Lessor terminates this Agreement and takes possession and tlisposes of the Equipment or any por8on thereof, Lessor shall apply Ne proceeds of any such disposition to pay the following items in the following order. (i) all costs (including, but not limited lo, attorneys' fees) incured in securing possession of the Equipment Qi) all expenses incurred in completing the dispositon of the Equipment (iii) any sales ortransfer taxes; (iv) all costs and expenses incunetl by Lessor to return the Equipment to the condition required by Paragraph 18 hereof; and (v) all Payments whether due or due in [he 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 al law or in equity, Lessor may enforce any o(Lessee's obligations hereunder. Lessor's rights and remedies are cumulative and may be exeroisetl concurrently or separately. No such right or remedy is exclusive of any other right or remedy permittetl by this Agreement or by law or in equity. 14. NOTICES. For the purpose of this Agreement any notices requiretl to be given, shall be given tc the parties hereto in writlng and by cergfed mail at the address herein set forth, or to such other adtlresses as each party may substitute by notice b the other, which notice shall be affective upon its receipt. 75. DELIVERY; TITLE. Lessee has advisetl Lessor of its desire to lease [he Equipment the cast of the Equipment the expected delivery date and the desiretl 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 Vansportagon, tlelivery or installation of the Equipment Lessee shall bear the risk of loss wiN respect to any Equipment. Notwithstanding [he tlesignation of Caterpillar Financial Services Corporaton as Lessor, Caterpillar Financial Services Corporation shall not own the Equipment Unless applicable law requires to the contrary, legal tide to Ne Equipment, including, if applicable, any software license component thereof shall, sa long as an Event of Default or the termination of this Agreement pursuant to Paragraph 4 hereof has not occuned, antl only as provitletl 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 Iha necessity of further action by the parties hereto, and the Lessee shall have no further interest therein. in connection with the reversion o(titte to Lessor, Lessee shall execute antl 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 cos[ and expense and in the condition requiretl by Paragraph 18 hereof. 16. MISCELLANEOUS. This Agreement may not be motlifed, amended, altered or changed except by a written agreement signed by both parties. In the event any provision hereof shall be invalid or unenforceable, the remaining provisions hereof shall remain in full force and affect. This Agreement, together with exhibits, constitutes the entire agreement between Lessee and Lessor and supersedes all prior and contemporaneous writings, understandings, agreements, soliutagons, documents and representations, ezpressetl or implied. Any terms and conditions of any purchase ortler or other documents submitted by Lessee in connection with this Agreement which are in addition to or inwnsistent with the terms and conditions of this Agreement will not be bintling 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 CAUBE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS AGREEMENT OR RELATED DOCUMENTS, ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT N7ATTER HEREOF OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN THEM. 78. RETURN OF EQUIPMENT. If Lessor is entilletl to obtain possession of any Equipment or if Lessee is obligated at any tlme to return any Equipment, then (a) Title to the Equipment shall vest in Lessor immediately upon Lessor's notice thereof to Lessee, antl (b) Lessee shall, at its sole expense and risk, immediately de-install, disassemble, pack, crate, insure and return the Equipment to Lessor (all in accordance with applicable intlustry standards) at any location in the continental Unitetl States selected by Lessor. Such Equipment shall be in the same condition as when received by Lessee (ordinary wear antl tear excepted), shall be in good operating order and maintenance as required hereby, shall be free and clear of any liens (except Lessors lien) antl shall comply with all applicable laws and regulations. Untll Equipmem is retumetl as required above, all terms of this Agreement shall remain in full tome and effect including, wiNOUt limitation, Lessee's obligation to pay Lease Payments and to insure the Equipment. 79. OTHER DOCUMENTS. In connection with the execution of this Agreement, Lessee shall cause [o be delivered to Lessor (i) an Acceptance Certificate substantially in the form attached hereto as Attachment A; (ii) a cerlNed cepy of Lessee's Authod>jng Resolution substantially in the form attached hereto as Attachment B, (iii) a Verifcation of Insurance substantially in the form attached hereto, ('rv) an opinion of Lessee's wunsel substantially 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. 20. APPLICABLE LAW. This Agreement shall be governed by and construed in accerdance with the laws, excluding the laws relating to the choice of law, of the Stale. Lessee: Lessor: KERR COUNTY, TEXAS Caterpillar Financial Services Corporation r Signature: Signature: By, pat Tinley ey Print Name ®~ a.. V~ l9-~ ~+ ~T i ATTACHMENT A ACCEPTANCE This Acceptance Certificate is executed and delivered by KERB COUNTY, TEXAS ("Lessee") in connection with [he Governmental Equipment Lease-Purchase Agreement dated as of (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 Equiptent: 1 NEW 420D Caterpillar Backhoe Loader FDP24569 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 i[ 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: 700 MAIN ST RM 103 KERRVILLE TX 78028 KERB 4. The Acceptance Date is Dated: (/.J''o~ / ~oZ ~Q b Lessee: KERR COUNTY, TEXAS Signature: gy: Pat Tinley Print Name Title: Kerr County OI~I WSM1'W'Y9i14fN~C91R~ ~ .~,.H o~~~~.,~.~. 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 (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 FDP25626 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 irtevocably 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: 700 MAIN ST RM 103 KERRVILLE TX 78028 KERB 4. The Acceptance Date is Dated: 113 02 1 X02 ©Q~p Lessee: KERR COUNTY, TEXAS Signature: By : Pat Tinley ~ ~9-'~ Print Name V Kerr County Jud e $~ Title: 4 ~T° ! ~~'9~~(~4}Q ATTACHMENT B Whereas, KERB COUNTY, TEXAS (the "Govemmental 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 [o purchase, acquire and lease personal property for the benefit of the Govemmental Entity and its inhabitants and to enter into contracts with respect thereto; and Whereas, in order to acquire such equipment, the Govemmental Entity proposes to enter into alease-purchase transaction pursuant to that certain Govemmental Equipment Lease-Purchase Agreement (the "Agreement") with Caterpillaz Financial Services Corporation, the form of which has been presented to the governing body of the Govemmental Entity at this meeting; Now, Therefore, Be I[ And It Is Hereby Resolved: Section t. 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 Govemmental 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 Govemmental Entity who shall have the power to execute contracts on its behalf aze 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 2.0[her Actions Authorized. The officers and employees of the Govemmental Entity shall take all action necessary or reasonably required by the parties to the Agreement [o 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 Liabilitv. Nothing contained in this Resolution, the Agreement, or any other instmment shall be construed with respect to the Govemmental Entity as intoning a pecuniary liability or charge upon the general credit of the Govemmental Entity or against its taxing power, nor shall the breach of any agreement contained in this Resolution, the Agreement, or any other instmment or document executed in connection therewith impose any pecuniary liability upon the Govemmental Entity or any charge upon its general credit or against its taxing power, except to the extent that the payments payable under the Agreement aze special limited obligations of the Governmental Entity as provided in the Agreement. Section 4. Authorized Siena[ories. Following are the true names, correct titles and specimen signatures of the incumbent officers refereed to in the foregoing resolution: Name (Print or Type) Title (Print or Type) Signature Pat Tinley LESSEE'S AUTHORIZING RESOLUTION Kerr County Judge Section 5. Effective Date. This Resolution shall be effective immediately upon its ap royal and adoption. This Resolution was adopted and aed on //~~ o.l- ~~~,rS10NEgsc Signature: i1.t ~/ /.L ~~ , IQ,I.Qq'f,L( L( cretary /Clerk 7 -~V V~s~G~ cHEnn a. rHOMnsov, neprey ~ ~ Name Printed: }~= e /~ z t s Date: (/ 3' a' - a 0 D b '~,~\ pe y Illl l~t~~~lllll KERB COUNTY ATTORNEY REX EMERSON COUNTY COURTHOUSE, SUITE BA-l03 700 MAIN STREET KERRVILLE, TEXAS 78028 ATTACHMENT C OPINION OF LESSEE'S COUNSEL Date: lu I~R~~ zz r r-~ub Lessor: Caterpillaz Financial Services Corporation 2120 West End Avenue Nashville, TN 37203-0001 Re: Governmental Equipment Lease-Purchase Agreement dated as of I r ll~ zz , ,mob , by and between KERR 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 (the "State") 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 therof 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 of equitable principles affecting the enforcement of creditor's 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 litigafion 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. MAIN NUMBER (830) 792-2220 HOT CHECKS (830) 792-2221 FAX (830) 792-2228 4. The authorizafion, 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 maybe 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. The portion of Lease Payments made by Lessee identified as the interest component thereof will not be includible as Federal gross income under applicable statutes, regulations, court decisions and rulings existing on the date of this opinion is not an item of tax preference and consequently will be exempt from present Federal income taxes except to the extent taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. V ery truly yours, ex Emerson, Kerr County Attorney 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 Govemmental Equipment Lease- Purchase Agreement (the "Agreement"), dated as of ;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 and 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 calendaz yeaz during the teen 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 calendaz yeaz (the "Retum 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-[o-month rent at the rate set forth above far 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 [o be executed by their respective officers duly authorized thereto as of the date of the Agreement set forth above. Caterpillar Financial Services Corporation sy: Name: Title: 918a5alaalx~~L~ KERB COUNTY, TEXAS CATERPILLAR FINANCIAL SERVICES CORPORATION HOLTTEXAS,LTD HOLT AVE @ SOUTH W W WHITE RD P.O. BOX 207916 SAN ANTONIO TX 782207916 Reference: KERR COUNTY. TEXAS We aze 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 IVI~~fi~k47~'~~11~~~ Ferm 838-G ~ Information Return for Tax•Exempt Governmental Obligations - Under Internal Revenue Code section 149(e) onne No. tsa5-ono (Rev. November 2000) - See separate Instructions. Department or [he Treasury Caution: )(the issue rice is under $100,000, use Form 8038-GC. Internal Revenue Serve P Re ortin Authont If Amended Return, check here - ^ 1 Issuer's name 2 Issuer's errq~loyer identification number Karr C'nnnty Tavac ~a i tinmaaa 3 Number and street (or P.O. box if mail is no[ delivered to street address) Room/suite 4 Report number 700 Main, Room 103 3 5 City, town, or post office, state, antl ZIP cotle 6 Date of issue Kerrville, Texas 78028-5327 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 enter the issue price) See instructions and attach schedule 11 ^ Education 12 ^ Health and hospital 73 ^ Transportation 74 ^ Public safety. 15 ^ Environment (including sewage bonds) . 16 ^ Housing 17 ^ Utilities 18 ®O[her. Describe -r,nvPrnmPntal T.aast= lattrr•haaa A(3rPPmPn1' 19 If obligations are TANS or RANS, check box - ^ If obligations are BANS, check box - ^ 20 If obli ations are in the form of a lease or installment sale, check box - Descri tion of Obli ations. Com lete for the entire issue for which [his form is (a) Final maturity tla[e ibl Issue price k) Staled redemption (tl) Weighted price at maturity average maturity zt 8 144 220.00 S n a 5 e Uses of Proceeds of Bond Issue includin underwriters' discount) 22 Proceeds used for accrued interest 23 Issue price of entire issue (enter amount from line 21, column (b)) . 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) . 30 Nonrefundinq proceeds of the issue (subtract line 29 from line 23 and enter amount here) . Description of Refunded Bonds (Complete this part only for refunding bonds.) filed. (e) Vield 31 Enter the remaining weighted average maturity of the bonds to be currently refunded - years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded - years 33 Enter [he last date on which the refunded bonds will be called . - 34 Enter the date(s) the refunded bonds were issued - 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 [he issue - 38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check 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 bed e, check box - ^ Under penalties of perjury, I declare that I have examinetl [his return and accompanying schedules antl statements, antl to [he best of my knowledge antl belieL Ney are true, corcect, antl complete. Sign Here s~pypra•ef•ISuer's au'f~riietl representative ~ Date ~ Type or print name antl [ille For Paperwork Reduction Act Notice, see page 2 of the Instructions. cal. No. aanss Form 8038-G (Rev. tt-zooo) Physical Damaee Insurance CoveraEe Information Customer Copv) Before financing your equipment, you must arsange 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 Ininimuln 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 [hat has been designed specifically for the purchasers of Caterpillar equipment and issued to your Caterpillar Dealer and Caterpillar Firtancial Services Corporation by Caterpillaz Insurance Company. I hereby request and apply for information and a quote for physical damage insumnce from Caterpillaz Insurance Services Corporation for the following equipment in the following manner: Model # Serial # Equipment Description Value Including Tax Pymt Method-1 Total Premium Pymt Method-2 Finance Pvmt A 420D Caterpillar Backhce Loader $71,935.00 $4,531.90 $86.25 FDP24569 6. 420D Caterpillar Backhoe Loader $71,935.00 $4531.90 $86.25 FDP25626 C. D. _ C ~-2`~. ~~~ aron au 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. Coveraee Caterpillaz 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, mst, loss of income, war, nuclear damage, and mechanical breakdown, automobiles, watercraft, waterborne shipments, tires or tubes damaged by blow-out, puncture, and road damage. Repairs 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. Foem No. CISCICSFI/Od Dcakr Codc EI60 918454 03/162006 6:11 PMQ IIII ~ 6~E~,1'`~1'&11 III Transportation Your Caterpillar plan will pay for round-trip transportation of covered damaged equipment to and from your Caterpillaz dealer's repair faciliTy, up to $2,500 limit. Rental The plan allows for rental costs up to $2,500 that you incur to rent similar equipment following a covered Ions. You are automatically protected with up to $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 - The actual cash value of that covered property; or - The cost of replacing that property with property of like kind and quality; or The policy will pay I O% 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 call Cat Insurance toll free at 1-800-248-4228. You may also a-mail Cat Insurance at Cat.Insumnce~cat.com. POLICYHOLDER DISCLOSURE NOTICE OF TERRORISM INSiJRANCE 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 ac[ 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 [he insurance company providing the coverage. The premiun 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. Farm,~NLoµC~I~SCICSryF~110~4}Dmkr C°Ae EI40 918454 03/180006 4:11 PMCT 1~ a}.lh,SFi~~11 LiYf-0IR~ APPLICATION FOR PHYSICAL DAMAGE INSURANCE COVERAGE (Return with Eauioment Documents) Model # Equipment Description Value Pymi Method-I Pymt Method-2 Serial # Including Tax Total Premium Finance Pymt A. 420D Caterpillar Backhoe Loader $71,935.00 $4,531.90 $86.25 FDP24569 B. 420D Caterpillar Backhoe Loader $71,935.00 $4,531.90 $86.25 FDP25626 C. ~~~~ -r Sharon Blair, Authorized Insurance Producer Option A Arranged by Caterpillar Insurance Services Corporation Caterpillar Insurance Services Corporation wi[(reeeive compensation from Caterpillar Insurance Company with placement of coverage I understand that the total insurance premium for 60 months will be $9,063.81, which is $1,812.76 per yeaz based upon the total equipment value of $143,870.00. Method 1 ^ I will finance the insurance premium, including finance charges, of $172.50 per scheduled equipment payment. The finance chazge is calculated at 5.35% per annum on the total insurance premium covering the full term of the finance agreement. Method 2 ^ I desire coverage for an initial 12 [nonth term. I will pay the $1,812.76 premiutn and return the payment with the signed equipment documents. Please make check payable to Caterpillar Insurance Company. Method 3 ^ I will pay the total premium and return the payment with the signed equipment documents. Please make check payable to Caterpillar Insurance Company. 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 Stales as outlined in the attached policyholder disclosure notification. Customer Name: KERR COUNTY, TEXAS Dealer Name: HOLT TEXAS, LTD. Fraud Warnine: All states other than: OH, VA, LA, NE, OK OR, or VT, Any person who knowingly and with intent to defraud any insuance 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 ac[, 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 [o 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 ofinsurance fraud. In VA: It is a crime [o knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defiauding the company. Penalties include imprisonment, floes and denial ofinsurance benefits. Please note: If you have any questions or need additional details, please contact I-800-248-4228. ]n addition, if you would like a no obligation quote on your additional equipment, call Sharon Blair at I-800-248-0228 t. 8721. Accepted By: Title: Print Name: Date: FormL'yIINryO.~CyI~SCICSIµF~y-,1r~/~0{.4~y~ealer Code EI40 91845403/16/20064:11 PMCF )III W.Ib~~ I~~~1 R4NK'~ III Oation B I elect to obtain my own commercial insurance on the equipment shown below from the following agent and insurance company. I understand that the processing of this transaction can be held pending receipt and verification of this information. Date March 27, 2006 Customers Name KERR COUNTY TEXAS Address 700 MAIN ST RM 103 City KERRVILLE Slate TX Zip 78028 Dealer Name HOLT TEXAS. LTD. I have entered into the above agreement under which I am responsible for providing insurance against ALL RISKS of direct physical loss or damage for the actual cash value of the following equipment, subject to common exclusions such as damage caused by corrosion, rust, mechanical or electrical breakdown, etc. Model # Equipment Description Value Including Tax Serial # A. 420D Caterpillar Backhoe Loader $71,935.00 FDP24669 6. 420D Caterpillar Backhoe Loader $71,935.00 FDP25626 C. D. TEXAS ASSOCIATION OF COUNTIES Insurance Agency Karen Therrien Insurance Agent's Name 1210 San Antonio Street Street Address Austin Texas 78701 City Stale Zip 800-456-5974 512-478-0519 Agent's Phone Number Fax Number karent@county.org Agent's E-mail Address TO CUSTOMER'S INSURANCE AGENT I hereby instruct you to add Caterpillar Financial Services Corporation as a loss payee: [~ To my existing policy number C1330 ,which now provides the coverage required, or [ ] To a policy which you are authorized to issue in the name listed above which will provide the coverege required. Caterpillar Financial Services Corp must be given written notice within 30 days of any cancellation or non-renewal. It is also understood and agreed that a breach of the insuring conditions by the customer, or any other person shall not invalidate the insurance to Caterpillar Financial Services Cor~poreti`on. ` ~ 9 ~ , ~aDy L~tljJ_(,˘yY]S /77W~GLU~/~G`L!/L~k-yn~ March 27. 2006 Print Name Customer 5 ature _.~-„ .-~ n .- aEJ_ Date OF THIS INFORMATION. PLEASE FORWARD A COPY OF THE CERTIFICATE OR BINDER EVIDENCING COVERAGE TO: CATERPILLAR FINANCIAL SERVICES CORPORATION 2120 West End Avenue Nashville, TN 37203 Faz # PLEASE ATTACH A COPY OF THIS NOTICE TO PROOF OF INSURANCE Forml~N`o.µC~IgSCI~CrSryF~I I0~4+~Dealer Code EI40 918454 U3/16R006 4:11 PMCf 1~~~1!! h:fi~1111 LIiWlr~~~~ Lessor: Caterpillar Financial Services Corporation 2120 West End Avenue Nashville, TN 37203-0001 Lessee: KERB COUNTY, TEXAS 700 MAIN ST RM 103 KERRVILLE, TX 75028 Subject: Insurance Coverage Requirements VERIFICATION OF INSURANCE ].The above-named Lessor and Lessee have entered into Governmental Equipment Lease-Purchase Agreement dated as of- (the "Agreement"). In accordance with the Agreement, Lessee has instructed the insurance agent named below: TEXAS ASSOCIATION OF COUNTIES Address: 1210 San Antonio Street -Austin. Tx 78701 Phone No: (000)456-5974 Agent's Name: Karen Th LZ'' to issue: a. All Risk Physical Damage Insurance on the Equipment (as defined in the Agreement) evidenced by a Certificate of Insurance and Long Fonn 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 Lessorand/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 [o Lessee. Lessee: KERR COUNTY, TEXAS Signatu~ ~ ~~II~ AkMitV~M^7~~III .~,.,,~~~,~~.~ o... Pat Tinlev CUSTOMER INFORMATION VERIFICATION (Required Document) In our efforts [o 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 [his form with your signed documents. Thank you in advance for your cooperation. The below information has been reviewed and is accurate to the best of my knowledge with exception of any corrections as noted. Customer Initials Current Information on file Customer Name: KERB COUNTY, TEXAS Physical Address: Mailing Address: Equipment Location: Business Phone: Fed. ID # or SS #: E-mail Address: Accounts Payable Contact Name and Phone: Tax Information Sales Tax Rate: (Please note: Sales Tax Rate, includes all applicable Stale, County, and City sales tax) City Limits Tax Exemption Status Other Information: 700 MAIN ST RM 103 KERRVILLE, TX 78028 700 MAIN ST RM 103 KERRVILLE, TX 78028 700 MAIN ST RM 103 KERRVILLE, TX 78028, KERB (830)792-2236 746001494 Please make corrections here 4010 San Antonio I-Iwv. Kerrville, Texas 78028 830/792-2235 kcauditl2co.kerr.tx.us Nona 'Nicker or JoV Johnson (830)792-2236 Asset outside the City Limits? Yes_ No~ Please indicate if you are tax exempt. yes If you are tax exempt -please enclose a current tax exemptlon certificate to be re*~rned with your documents -Not needed by CFSC if dealer ISC ~.I Iy'yW~ySpW !'ailu] ~~/~y oluYOY1N9Y,.l1 suR ,III YM1I V~~~~iYM' III TEXAS SALES AND USE TAX EXEMPTION CERTIFICATION f TAX ID# • 74-6001494 1 near Mpun;hewt Amr Or agency KERR COUNTY Aadreu (StreN! rk+rNal. P.O. 9o+or Rauh numbed - Panne (Arw coda and number) 70.0 MAIN, ROOM 103 _71(830)792-2235 (Auditor) Gty, Slatq 21P coda KERRVILLE, TEXAS 78028-5327 I, the purchaser named above, claim an exemption from payment of sales and use taxes for the purchase of taxable items described below or on the attactred order or invoice Corm: Seiler, CATERPILLAR FINANCIAL SERVICS ODRPDRATION Street address: 2120 T;iSS'P FTID AVET]OE City, Siate, ZIP comae TAI 37203-0001 Descrlptbn of Items fo lx purohs6ed or on the attached order or invoice: Lease-Purchase 2 new 420D 13ackhoe r~P*^G Purchaser claim; mes exemption for Fla foiowing rsaaan: County Government t understand that 1 wit be liable for payment o1 sabe or use taxes which may become due for tailun to comply with the provislonb of ttta • Tax Code: llrrtlted Ssbs, F~tclsa, and Use Tax Aet tlun~ipal Sales and Use Tax Aet; Sales and Use Taxes for 5pacisl Purpose Taxing Authoril'wa; County Sties and Use Tax Ad; County Hsetth Services Sales and Use Tax; The Texas HaaRh and Satety Code; Special , Provkioru Relating to Noepttet Diatricdc, Errarganey Services Districts, and Emergency Services Distrletq in counties wkh a population 01125,P00 w bss, t Utlderstehd that it is a creminaf pfiense fa give an axanipfion cerfrficare to the seNer tortaxabk flame that i krrow, at the 6me ofpurchasg, wilt be ueeENf a manner drherthart 1'net expressed in this ceRiRcate and, deperxYng on the amournW tax evaded, the offense nTay range /rom a Ckss C ntisdemeanorta a tsbny of tf» second degree. b PurcMax - ` Title Dne sign here Mind L illiams Rti[rr. County Auditor March 27, 2006, NOTE: This cartficate canrwt be issued for the purchase. lease, or rental of a motor vehicle. THIS GERTlPICATE DOES NOT REQUIRE A NUMBER TO BE VA[ID. Saws and Usa Tax "Exemption Numbers o[ "Tax Exempt" Numbers do act exist. This certificate should be tumshed to thg supplier. qo not send the oompl˘ted certificate to [he ComDtrotler of PuO:ic Aceounls~ CAT® _~ ,- . Financial Online services from Cat Financial CUSTOMER INFORMATION GUIDE Frequemly.lsked Questions HAVE A QUESTION ABOUT YOUR ACCOUNT? Option 1: Access AccountExpress Online Just follow these easy steps: = Go to www.CatFinancia[.com Select your country of residence Click on the AccountExpress link. 24 hours aday/7 days a week Obtain Information such as: o Check Balances o Calculate Payoffs o See Payment History o Check Interest Paid o Next Due Date WHAT ARE MY PAYMENT OPTIONS? Option I: Check or Monev Orders via U.S. Mail Regular U.S. Mail, send to: (NO correspondence) Caterpillaz Financial Services Corporation P.O. Box 730681 Dallas, TX 75373-0681 Overnight Mail, send to: Bank One Attn: Dallas National Wholesale Lockbox TX1-0029 14800 Frye Road Ft. Worth, TX 76155 Option 2: Call our Toll Free Customer Support Line: Cat Financial-Customer Service 1-800-651-0567 Monday -Friday 7 a.m. - 6 p.m. CST NEED A PAYOFF ON YOUR CONTRACT? Option I: Access AccountExpress Online Just follow these easy step: a Go to www.CutFinanciaLcom = Select your country of residence Click on the AccountExpress link Option 2: Call our Toll Free Customer Support Line Cat Financial -Customer Service 1-800-651-0567 Monday -Friday 7 a.m. - 6 p.m. CST LATE CHARGES Option 2: Direct Pav Automated Pavment Just Follow these easy steps: Go towww.CatFinancial.coln = Select your country of residence = Click on the AccountExpress link Option 3: Pav online with AccountExpress Just follow these easy steps: Go to www.CatFinanciaGcam Select your country of residence Click on the Account Express link Option 4: Wire Transfers J.P. Morgan/Chase Manhattan ABA Routing #021-000021 Account#910-2-469872 QUESTIONS ABOUT CAT INSURANCE? Call 1-800-248-4228 Monday -Friday 7 a.m. - 6 p.m. CST Payments are not considered paid until received. A[l payments received after the due date must include the late charge. Postal Delays da not result in a waiver oflhe [ate charges. Therefore, please allow adequate time for mail service. n5I9i445a>;e of this special offer. If you are interested in a credit line amount greater than $10,000, please indicate the desired amount on the Requested Credit Line field on the application. Upon receipt, we will review your request and advise you of our decision. Once you have returned the enclosed application, you will receive a welcome package with your account number and the Customer Agreement. For more information or a complete listing of Cat Dealers currently accepting the Cat AccessAccount, please call us at 1-888-CAT-8811 or visit us at www.cataccessaccount.com. Take advantage of this offer and activate your account today! Best regards, The Cat AccessAccount Team Reply by: May 15, 2006 to take advantage of this offer. •; Cat AccessAccount~ 'Requiretl Fields 'Dealer Name HOLT TEXAS, LTD. Dealer Code E140 Pre-Approval Solicitation # 'Business/Individual Name KERR COUNTY, TEXAS Trade Name (if different) 'Physical Address 700 MAIN ST RM 103 `City KERRVILLE 'State TX 'Zip 78028 County KERR 'Primary Account Contact (Name) Title Email 'Business Phone (830)792-2236 Cell (830)792-2236 Fax "Is Billing Address same as Physical Address (circle one) Yes or No 'Billing Address 700 MAIN ST RM 103 `City KERRVILLE 'State TX 'Zip 78028 County KERR 'Billing Contact Name 'Requested Credit Limit $ Authorized Users (1 minimum / 3 maximum) 'Name Name Account Holder Plastic Requested Y or N Montt Phone CFSC Customer# 34325 Nams Statement Y or N Do you require multiple accounts Y or N 'Description of Business COUNTY GOVERNMENT 'Years in Business 'Time as Current Owner 101 'Type of Business (Circle One) Sole Proprietorship Corporation General Partnership L.L.C. (provide copy of LLC agreement) Other 'Estimated Annual Revenue $ #of Employees P.O. # Required Y or N SIC Code 9199 'Federal Tax lD 746001494 Bonding Company 'Has the Business/ Pdncipal ever filed Bankruptcy? Y or N 'Are there any outstanding liens orjudgments4 Y or N Insurance Company Contact Name Phone Do you have Physical Damage coverage for Rental Equipment ? Y or N `If yes, please attach Insurance Certificate indicating suffcient Physical Damage Coverage or Fire Theft Vandalism (FTV) will be charged. Do you have Liability Insurance Coverage'? Y or N 'A Certificate of Commercial General Liability coverage must be received before a rental account can be approved. ri r Banal Finance Reference-1 minimum Phone Account# 'Checking /Savings /Loan (circle one) 'Balance Checking /Savings /Loan (circle one) Trade References Trade Name Address Trade Name _ Phone _ Balance $ Account# City Account# Sales Tax Exempt Y or N (If yes, please attach copy of exemption certifcate) Contact Name Phone If Yes, Date Filed If Yes, Dollar Amount $ Account # Contact Name State Zip Phone Contact Name `Name Fred Henneke 'Title 'Address 700 Main Street Room 103 'City '% Ownership 0 'DOB 'SSN `Name 'Title `Address '%Ownership 'DOB 'SSN Kerrville 'State TX 'Zip 78028 'Phone (830)792-2236 `Mo. House 'Net WOrth 'Annual Income Pmt 'City `State `Zip `Phone `Mo. House 'Net Worth `Annual Income Pmt. YOU WARRANT THAT EACH TIME YOU OR ANY AUTHORIZED USER USED THE ACCOUNT, YOU AGREE AND PROMISE THAT THE TRANSACTION IS FOR A COMMERCIAL PURPOSE ONLY AND NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. Notice: Applicant and each other person signing below warrants and represents that the information given in this application is complete and accurate, and is provided for the purpose of obtaining credit in an amount set by our credit policies and procedures. Applicant authorizes the Caterpillar Dealer listed on the front of this application, Caterpillar Financial Services Corporation, and/or Caterpillar AccessAccount Corporation (the three entities referred to as "we, us and our") to obtain from banks, credit bureaus, trades references, and other creditors and requests each of the aforementioned to advise us of iYs credit experience with, and to express an opinion as to the credit record of the Applicant or other such person as such party may deem appropriate and release any credit information, including but not limited to your balance sheet, cash flow statement, and income statement to us, which we may share among ourselves. Applicant understands and agrees that the terms or type of each sale, loan, lease, credit line or credit grantor by us, are governed by that the terms and conditions set forth in each our agreements, invoices, or similar documents and shall govern Fhat Applicants' relationship with that entity. Applicant authorizes the Caterpillar Dealer, Caterpillar Financial Services Corporation and Caterpillar AccessAccount Corporation, to release any and all information contained in this application, or any and all information with regard to any account, loan, lease or sale to any and all Caterpillar Dealers, Caterpillar Financial Services Corporation, Caterpillar, Inc., it's subsidiades, and affiliates. Further, Applicant and each other person signing below on behalf of the Applicant and/or as guarantor, agrees that we may obtain personal credit reports with respect to Applicant and each such person, in assisting in making a credit decision, in connection with the continuation of the credit provided herein, or pursuant to a subsequent application or request, reviewing your account, and assisting in taking collection activity. You understand that any decision to grant or deny credit by the Caterpillar Dealer will be made by that Caterpillar Dealer, and that any decision to grant or deny credit by Caterpillar Financial Services Corporation will be made by Caterpillar Financial Services Corporation and that any decision to grant or deny credit by Caterpillar AccessAccount Corporation will be matle by Caterpillar AccessAccount Corporation. The fact that this application contains reference to "amount of credit applied for" shall not be deemed a limitation of liability by Applicant or Guarantor. Applicant acknowledges [hat the extension of credit based on this application by any of the entties listed herein, the Caterpillar Dealer, Caterpillar Financial Services Corporation, Caterpillar AccessAccount Corporation and/or by any Caterpillar Dealer does not obligate any other of the aforementioned parties to extend credit to the Applicant. Applicant also acknowledges and understands that any of the aforementioned entities may, in its sole discretion, refuse to extend credit to Applicant in connection with any credit transaction, if granted or deny by the entities you have the following rights and responsibilities; CATERPILLAR DEALER: If the Caterpillar Dealer extends credit, Applicant agrees to pay invoices in accordance with the terms and conditigns on reverse side hereof and further customer shall be responsible for a collection cost actually incurred by Caterpillar Dealer and for reasonable attorneys fees in connection with the collection of customers indebtedness with Caterpillar Dealer. If your application for business credit is denied, you have the dght to a written statement of the specific reasons for the denial. To obtain the statement, please contact the Caterpillar Dealer that may have accepted this application. CATERPILLAR FINANCIAL SERVICES CORPORATION: If your application for business credit is denied, you have the right [o a written statement for the specifc reasons for the denial. To obtain the statement, please contact Caterpillar Financial Services Corporations at P.O. Boz 340001, Nashville, TN 37203 within 60 days from the date you are notified of the decision. Caterpillar Financial Services Corporation will send you a written statement with the reason for the denial within 30 days from receiving your request. ~~ CATERPILLAR ACCESSACCOUNT CORPORATION: If your application for business credit is denied, you have the right to a written statement for the specific reasons for the denial. To obtain the statement, please contact Caterpillar AccessAccount Corporation at P.O. Box 340001, Nashville, TN 37203 within 60 days from the date you are notified of the decision. Caterpillar AccessAccount Corporation will send you a written statement with the reason for the denial within 30 days from receiving your request. The Federal Equal Credit Opportunity Act prohibits creditors from discdminating against credit applicants on the basis of race, color, religion, national origin, sez marital status, age (provided the applicant had the capacity to enter into a binding contract); because all or part of the applicant's income derives from any public assistance program; or because the applicant has in good faith exercised any right under the Consumer Credit Protection Act. The federal agency that administers compliance with this law concerning this Lender is the FTC Regional Office far the region in which the Lender operates or the Federal Trade Commission, Equal Credit Opportunity, Washington, D.C. 20580. We Comply with Section 326 of the USA PATRIOT Act. This law mandates that we verify certain information about you while processing your account application. 'By Title 'BY Date Date For Cat AccessAccount questions call: 1 X88-CAT-8811 Source Code: FE0000 6?r'2~/s:P05 1^:17 210-648-8499 NC1L- FIh:~NGIAL MkT F'ti'dt k'Yi ~~ VumScY of ?o>mens Mylr 0 x t d 5 G 8 9 ID IZ 13 l4 IS 14 17 1A i4 20 21 22 23 24 ZS 2G 27 zR 7q 30 31 3 34 35 14 37 3d 39 N~3 41 4'L 47 as 43 a(, a7 4d 49 5C 5: 52 57 54 55 56 s. I:XIi IBI'C 3 (multFpte assets) Cn ncluding 2's}m˘et Schedule to Gsr˘rnmeiet ul Agra˘n˘n+' Dated _ . 2V~ dslw˘sn brtcrplihv hinattsiul 3˘rvitss Csrporatinn an˘ KERR,Tx. CCbX)'Y OP Reg:nnin4 P. 7'mcnt Ir,tcnV dslancc Amount 53•W95"n a4,=2n,n0 ai,zzoeD 142,9!5.45 4I,505SU 140,284.30 I ?4'347 83 ?-,G39.aA 36.30520 .34,444.58 j;?,4'0.94 132.264.38 30,LY I ^G :29,±48.06 t 2A,17A _i^ I;:d,A02.46 123,420.46 24,03250 I?2,1;37.94 1n.237.a0 !I9,E}0.60 1 ! R,417.5Z . IG.'J98.14 3?z.aa 14,14b38 ,t2SOL93 :1,2310$ i 09,895,78 i 03,34ft.02 104,443.74 145a 2.94 .+73.431.6D 4[;451.44 `. i1D.9G:.I0 94.:53 ~R 0.00 1,947.32 1,9x7.32 1.94^.3^_ 1047.3? 194732 1,94.;.32 1,447.3.'. i x4732 1,947 32 1,917 32 1.947.32 1,91%32 1.44".32 1 94 1,32 1,94232 1.947'32 1,9473' 7,99732 1,54'.3= 1,947.3? I Jx7.32 1,93733 I ,947,32 1.94'3^ 1,4x7.3? 1,94a ~? L947.32 1,94732 1 0<732 1,94737 194;.3: 1,947. 1.9;7 31 G.w; b41.9a 437..6 43..12 G2S.4o 414.56 413..4 SU' 7U G i2 59saz 369.7V 383 Gb 517.56 311,46 X45.32 559.16 552.48 546.7+; siosz 33x14 :27,94 52:.>2 5:3.26 SJS.58 SU2.4G a9h.92 489.56 483.04 176.52 469.96 x63.34 956,76 4x0.!2 443 34 97,9Cnl.nz '14.944 44 49332.12 S +,4pd.04 V I,S?7.1 G 90.?39.46 83,791 a0 B'; :43.x6 &5,633.10 89,1 19.BD 82.54?.32 Rfl 9GR..^.'- 79,38LA5 "^ :88 A8 16.137.96 "4,5813.32 '~ ?GS D ' 1.343.43 G9,i 74.21 6A,077.72 oC X33.93 64,'82 78 63.12a 23 61,A 133,620A3 132169.38 13091; a5 I^9,548 J8 1zx,nx33 124,802.44 1ZS,420AG 127.03530 I2a,6s?.v6 12137 i0 I I4,d3V 6U 11 4,4:7.52 115,998 li I IS,57?.46 t 14.130.38 112,?01.9b 111157.08 lo9,Ra3.7d 10637A.~:2 W6.38..76 IOS,412.v6 ID3s3s .0 tU2,45L6d 1UJ9bi.IU 99,4:1? 9P 97,950,18 96,.44.x4 94,Y32.12 93.=08:34 91,A7~.1G 90.339 36 53,794.9u 8'.143,34 SS,GS5.10 83,1 )9.811 R2 147.5^_ R~ 968.22 '14.331.88 77,7dSR8 75,137.9b '743303_ 7294AYJ 71,3a3.xR 49,`14.24 bR,U77.72 GG 433.92 4x,732.74 G3,:7_a 2x 61,458,38 54,765.JG Cn'. Qca˘3sR~:.. rc 67•` S'1R~a54 Pngcl CaI˘mllnr Firsn˘ial Savico; Coriorenc iii 25%.`'1'_0b 15:1' 21Er-E4E~-9499 HOL? FIh~~.9h7CIA~ I'Ak'.T ~'+:CiE 03!03 F)CHIUI'1' 2 (ro Ultiplc a65c15J Cnncf otline Psy Ureni SchCtta lr t9 Cuacrn wpntal agree mupt JSfcO _,20_ berwnea CntegrilL• r Flnarciaf yCryICCS Corporation e,,,i XERR. T& COUe f Y O F NW ,lcr of !°a~mtci5 9cymr!n_ Paynwat I:amnt [onr'~ading Mstlc eaI«nte Amount 1.73995% Ysymanl'; / $F SS.>$`_Of ;,947.12 :f. f>,54 SS,IC4.^_fi 5) 5d,1M 2R :947.52 25v U4 $C4!6OC u0 GGA76.6U iG.uG^.R '->t =? 0.t10 17' 554:0 27.a?5 "-0 f•1 ikra cIX'.nclu!e 9ny err: pu)men' er 4her amount ~ hco iue. stirs' A: lLCaiec j Cdt Q~~!'$JaN'dN d,'~ 118.43a Pxga a' Catoydils; Flnimciui Scrrres rorpprdii