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HomeMy WebLinkAboutPR 18841: MUSTANG - CAT FINANCIAL OF NASHVILLE TENNESSEE TO LEASE/PURCHASE Memorandum City of Port Arthur, Texas Finance Department To: Brian McDougal, City Manager From: Deborah Howey Echols, Director of Finance Date: February 10, 2015 Subject: Proposed Resolution 18841 Proposed Resolution 18841 is presented for City Council consideration and approval. This resolution authorizes the City Manager to accept the financing proposal from Caterpillar Financial Services Corporation in the amount of$747,772.80 for the purchase of a compactor for the landfill. The lease is a five year term at 3.2% with a total interest cost of$53,483.40 over the term. The City Attorney will review and approve the final documentation. Because this purchase is an emergency, we did not take bids or other proposals on the financing. \\CPASTORAGE\CPASharedDocs\Finance\Resolutions\Lease Agreement-Mustang CAT.doc P. R. NO. 18841 DHE: 01/29/2015 RESOLUTION NO. A RESOLUTION AUTHORIZING THE APPROVAL OF A FINANCING PROPOSAL IN THE AMOUNT OF $747,772.80 FROM MUSTANG — CAT FINANCIAL OF NASHVILLE, TENNESSEE TO LEASE/PURCHASE CAPITAL EQUIPMENT FOR PUBLIC WORKS WHEREAS, the City Council, on February 17, 2015, approved Ordinance 15-_ , a budget amendment, which included approval of an additional $93,000 to fund the 2015 lease/purchase payments for equipment for Public Works; and WHEREAS, the City Council deems it in the public interest to lease/purchase a Compactor for the Landfill for emergency purposes pursuant to 252.022(a)(2) of the Texas Local Government Code; and WHEREAS, the Equipment is essential for the City of Port Arthur, Texas to perform its governmental functions; and WHEREAS, the City of Port Arthur has taken and is taking the necessary steps to arrange for the acquisition of the Equipment; and WHEREAS, the City of Port Arthur proposes to enter into the lease with Caterpillar Financial Services Corporation. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: Section 1. That the City Council hereby finds and determines that the terms of the Lease Financing Proposal is in the best interest of the City of Port Arthur for the acquisition of the equipment. Section 2. That the City Manager of the City of Port Arthur is authorized to accept the financing proposal received from Caterpillar Financial Services Corporation, in substantially the same form as attached hereto as Exhibit"A". Section 3. That the Financing Documents and the acquisition (lease/purchase) and financing of the Equipment under the terms and conditions are described in the Lease Purchase Agreement. Section 4. That the City Manager is authorized to execute, acknowledge and deliver the Financing Documents with any changes, insertions and omissions therein as may be approved by the officers who execute the Financing Documents, such approval to be conclusively evidenced by such execution and delivery of the Financing Documents. Section 5. That the City Secretary is authorized to affix the official seal of the City of Port Arthur to the Financing Documents and attest the same. \\CPASTORAGE\CPASharedDocs\Finance\Resolutions\Lease Agreement-Mustang CAT.doc Section 6. That pursuant to Section 265 (b) of the Internal Revenue Code of 1986, as amended (the "Code"), Lessee hereby specifically designates the Lease as a "non-bank qualified tax-exempt obligation" for purposes of Section 265 (b)(3) of the Code. READ, ADOPTED, AND APPROVED, this day of February, 2015, AD, at a Regular Meeting of the City Council of the City of Port Arthur, Texas by the following vote: AYES: Mayor: Councilmembers: NOES: Mayor ATTEST: Sheri Bellard, City Secretary APPROVED AS TO FORM: AP ROV D ASTO HE AVAILA ILII OF FUNDS: //iVe Val Tizeno, y Attorney Deborah Howey Echo , CPA, Director of Finance Shawna Tubbs, Purchasing Manager APPROVED FOR ADMINISTRATION: Brian McDougal, City Manager \\CPASTORAGE\CPASharedDocs\Finance\Resolutions\Lease Agreement-Mustang CAT.doc EXHIBIT "A" \\CPASTORAGE\CPASharedDocs\Finance\Resolutions\Lease Agreement-Mustang CAT.doc Explanation of Content CAT Transaction Number 2542831 Financial Thank you for selecting Caterpillar products and for allowing Caterpillar Financial Services Corporation to serve your financing 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. 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 C. 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. D. 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. E. Form of 8038G or GC. Form 8038 is required by the Internal Revenue Service in order to monitor the amount of tax-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. Choose the appropriate 8038 form and complete according to IRS guidelines. Contact your TM or Sales Support Representative for assistance. IRS Form 8038G htto://www.irs.gov/oub/irs-odf/f8038g.pdf IRS Form 8038GC htto://www.irs.gov/pub/Irs-odf/f8038gc.odf 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 that 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. Form No.RPGOVCOV 451008801/29/201512:29 PM CT DOCUMENT CHECKLIST(GOVERNMENTAL LEASE) �AT9 Transaction Number 2542831 Quote Number 4510088 Financial These documents were prepared especially for: CITY OF PORT ARTHUR 444 4TH ST PORT ARTHUR,TX 77640 Dealer: MUSTANG MACHINERY COMPANY, LTD, E300 Date: 01/29/2015 Time: 12:29 PM Comments:THANKS FOR YOUR BUSINESS, IT IS VERY MUCH APPRECIATED!!! Customer Executed Documents Comments ❑ Lease Purchase Document ❑ Delivery Certification ❑ Insurance Verification ❑ 8038G or 8038GC ❑ Advance Payment(cross out if N/A) ❑ Customer Information Verification ❑ Tax Exemption Certificate ❑ Any necessary Riders/Amendments ❑ Lessee's Resolution+Minutes of Meeting OR ❑ Opinion of Lessee's Counsel ❑ Copy of Driver's License(Sole Proprietorships and Individuals) Dealer Executed Documents Comments L I Purchase Agreement ❑ Dealer Invoice LI All Credit Conditions Met *If any of these documents are altered, or if the Buyer wishes to add or delete documents,please contact your CFSC Credit Analyst to obtain acceptance of any and all changes. Poor No.RPGVCKLST 4510088 0129/201512:29 PM CT ill Governmental Equipment Lease-Purchase Agreement CAT Transaction Number 2542831 Financial 1. PARTIES LESSOR("we", "us",or"our'): LESSEE("you"or"your"): CATERPILLAR FINANCIAL SERVICES CORPORATION CITY OF PORT ARTHUR 2120 West End Avenue 444 4TH ST Nashville,TN 37203 PORT ARTHUR,TX 77640 In reliance on your selection of the equipment described below(each a"Unit"),we have agreed to acquire and lease the Units to you,subject to the terms of this Lease. Until this Lease has been signed by our duly authorized representative, it will constitute an offer by you to enter into this Lease with us on the terms stated herein. 2. DESCRIPTION OF THE UNITS DESCRIPTION OF UNITS SERIALNIN MONTHLY FINAL LEASE DELIVERY DATE Whether the Unit is new or used,the Unique ID number for LEASE PAYMENT PAYMENT Enter date Machine was model number,the manufacturer, this Unit. This is due per delivered to you and the model name. period,as stated below in section 3. (1)New 826K Caterpillar Landfill Compactor 23200257 $11,571.49 $11,572.49 TERMS AND CONDITIONS 3. Lease Payments; Current Expense You will pay us the lease payments, pay to us, on demand, a late payment charge equal to the lesser of five including the final lease payment set forth above (collectively, the "Lease percent(5%)of such Payment or the highest charge allowed by law. Payments"). Lease Payments will be paid by you to us as follows: a first 5. Security Interest To secure your obligations under this Agreement, you payment of$11,571.49 will be paid in arrears and the balance of the Lease Payments is payable in 59 successive monthly payments of which the first grant us a continuing first priority security interest in each Unit(including any 58 payments are in the amount of$11,571.49 each,and the last payment is Additional Collateral), including all attachments, accessories and optional in the amount of $11,572.49 plus all other amounts then owing under this features (whether or not installed on such Units) and all substitutions, Lease, with the first Lease Payment due one month after the date that we replacements, additions, and accessions, and the proceeds of all the sign this Lease and subsequent Lease Payments due on a like date of each foregoing,including,but not limited to,proceeds in the form of chattel paper. You authorize the filing of such financing statements and will, at your month thereafter until paid in full. A portion of each Lease Payment constitutes interest and the balance of each Lease Payment is payment of expense, do any act and execute, acknowledge, deliver, file, register and principal. The Lease Payments will be due without demand. You will pay record any document, which we deem desirable to protect our security the Lease Payments to us at Caterpillar Financial Services Corporation;PO interest in each Unit and our rights and benefits under this Agreement. You, Box 730681; Dallas, TX 75373-0681 or such other location that we at your expense,will protect and defend our security interest in the Units and designate in writing. Your obligations, including your obligation to pay the will keep the Units free and clear of any and all claims,liens,encumbrances Lease Payments due in any fiscal year,will constitute a current expense of and legal processes however and whenever arising. yours for such fiscal year and will not constitute an indebtedness of yours 6. Disclaimer of Warranties WE HAVE NOT MADE AND DO NOT MAKE within the meaning of the constitution and laws of the State in which you are ANY WARRANTY, REPRESENTATION OR COVENANT OF ANY KIND, located (the "State"). Nothing in this Agreement will constitute a pledge by EXPRESS OR IMPLIED, AS TO THE UNITS. AS TO US, YOUR LEASE you of any taxes or other moneys, other than moneys lawfully appropriated AND PURCHASE OF THE UNITS WILL BE ON AN "AS IS"AND "WHERE from time to time for the payment of the "Payments" (as defined in the last IS" BASIS AND "WITH ALL FAULTS". Nothing in this Agreement is sentence of this Section) owing under this Agreement. You agree that, intended to limit,waive,abridge or otherwise modify any rights,claims, except as provided in Section 7, your duties and liabilities under this or causes of action that you may have against any person or entity Agreement and any associated documents are absolute and other than us. unconditional. Your payment and performance obligations are not 7. Non-Appropriation You have an immediate need for,and expect to make subject to cancelation, reduction,or setoff for any reason. You agreeimmediate use of, the Units. This need is not temporary or expected to to settle all claims,defenses,setoffs,counterclaims and other disputes diminish during the term of this Agreement. To that end, you agree, to the you may have with the Supplier, the manufacturer of the Unit, or any extent permitted by law, to include in your budget for the current and each other third party directly with the Supplier, the manufacturer or the successive fiscal year during the term of this Agreement,a sufficient amount third party,as the case may be. You will not assert,allege or make any to permit you to discharge your obligations under this Agreement. such claim,defense,setoff,counterclaim or other dispute against us or Notwithstanding any provision of this Agreement to the contrary,we and you with respect to the payments due us under this Agreement.As used in agree that,in the event that prior to the commencement of any of your fiscal this Agreement, "Payments" will mean the Lease Payments and any other years you do not have sufficient funds appropriated to make the Payments amounts required to be paid by you. due under this Agreement for such fiscal year, you will have the option of The portion of the Lease Payments constituting principal will bear interest terminating this Agreement as of the date of the commencement of such (computed on the basis of actual days elapsed in a 360 day year)at the rate fiscal year by giving us sixty (60) days prior written notice of your intent to of 3.20%per annum. terminate. No later than the last day of the last fiscal year for which 4. Late Charges If we do not receive a Payment on the date it is due,you will appropriations were made for the Payments(the"Return Date"),you will Form No.GOVLEASE 4510088 E303SDL 01/29/2015 12:28 PM CT ���� BUZ I 111 return to us all of the Units,at your sole expense,in accordance with Section Payment when due and such failure continues for ten(10)days after the due 14,and this Agreement will terminate on the Return Date without penalty or date for such Payment or (b) you fail to perform or observe any other expense to you and you will not be obligated to pay the Lease Payments covenant,condition,or agreement to be performed or observed by you under beyond such fiscal year; provided, that you will pay all Payments for which this Agreement and such failure is not cured within twenty (20) days after moneys have been appropriated or are otherwise available; and provided written notice of such failure from us. Upon an Event of Default,we will have further, that you will pay month to-month rent at the rate set by us for each all rights and remedies available under applicable law. In addition,we may month or part of any month that you fail to return the Units. declare all Lease Payments due or to become due during the fiscal year in which the Event of Default occurs to be immediately due and payable by you 8. Tax Warranty You will, at all times, do and perform all acts and things and/or we may repossess the Units by giving you written notice to deliver the necessary and within your control to ensure that the interest component of Units to us in the manner provided in Section 14,or in the event you fail to do the Lease Payments will, for the purposes of Federal income taxation, be so within ten (10) days after receipt of such notice, and subject to all excluded from our gross income. You will not permit or cause your applicable laws, we may enter upon your premises and take possession of obligations under this Agreement to be guaranteed by the Federal the Units. Further, if we financed your obligations under any extended Government or any branch or instrumentality of the Federal Government. warranty agreement such as an Equipment Protection Plan, Extended You will use the Units for the purpose of performing one or more of your Service Contract, Extended Warranty, Customer Service Agreement, Total governmental functions consistent with the scope of your authority and not in Maintenance and Repair Agreement or similar agreement, we may cancel any trade or business carried on by a person other than you. You will report such extended warranty agreement on your behalf and receive the refund of this Agreement to the Internal Revenue Service by filing Form 8038G, the extended warranty agreement fees that we financed but had not received 8038GC or 8038,as applicable. Failure to do so will cause this Agreement from you as of the date of the Event of Default. to lose its tax exempt status. You agree that if the appropriate form is not filed, the interest rate payable under this Agreement will be raised to the 13. Miscellaneous This Agreement may not be modified, amended, altered or equivalent taxable interest rate. If the use, possession or acquisition of the changed except by a written agreement signed by you and us. In the event Units is determined to be subject to taxation,you will pay when due all taxes any provision of this Agreement is found invalid or unenforceable, the and governmental charges assessed or levied against or with respect to the remaining provisions will remain in full force and effect. This Agreement, Units. together with exhibits,constitutes the entire agreement between you and us and supersedes all prior and contemporaneous writings, understandings, 9. Assignment You may not,without our prior written consent,by operation of agreements, solicitations, documents and representations, expressed or law or otherwise,assign,transfer,pledge, hypothecate or otherwise dispose implied.Any terms and conditions of any purchase order or other documents of your right, title and interest in and to this Agreement and/or the Units submitted by you in connection with this Agreement which are in addition to and/or grant or assign a security interest in this Agreement and/or the Units, or inconsistent with the terms and conditions of this Agreement will not be in whole or in part. We may not transfer, sell, assign, pledge, hypothecate, binding on us and will not apply to this Agreement. You agree that we may or otherwise dispose of our right,title and interest in and to this Agreement correct patent errors in this Agreement and fill in blanks including, for and/or the Units and/or grant or assign a security interest in this Agreement example,correcting or filling in serial numbers,VIN numbers,and dates.Any and/or the Units,in whole or in part. notices required to be given under this Agreement will be given to the parties 10. Indemnity To the extent permitted by law,you assume liability for,agree to in writing and by certified mail at the address provided in this Agreement,or and do indemnify,protect and hold harmless us and our employees,officers, to such other addresses as each party may substitute by notice to the other, directors and agents from and against any and all liabilities, obligations, which notice will be effective upon its receipt. losses, damages, injuries, claims, demands, penalties, actions, costs and 14. Title; Return of Units Notwithstanding our designation as"Lessor",we do expenses (including reasonable attorney's fees), of whatsoever kind and not own the Units.Legal title to the Units will be in you so long as an Event of nature, arising out of the use, condition (including, but not limited to, latent Default has not occurred and you have not exercised your right of and other defects and whether or not discoverable by you or us),operation, non-appropriation.If an Event of Default occurs or if you non-appropriate,full ownership,selection,delivery,storage,leasing or return of any item of Units, and unencumbered title to the Units will pass to us without the necessity of regardless of where,how and by whom operated,or any failure on your part further action by the parties,and you will have no further interest in the Units. to accept the Units or otherwise to perform or comply with any conditions of If we are entitled to obtain possession of any Units or if you are obligated at this Agreement. any time to return any Units, then (a) title to the Units will vest in us 11. Insurance; Loss and Damage You bear the entire risk of loss, theft, immediately,and(b)you will,at your expense,promptly deliver the Unit to us destruction or damage to the Units from any cause whatsoever. No loss, properly protected and in the condition required by Section 11. You will theft,destruction or damage of the Units will relieve you of the obligation to deliver the Unit, at our option, (i) to the nearest Caterpillar dealer selling make Lease Payments or to perform any obligation owing under this equipment of the same type as the Unit;or(ii)on board a carrier named by us and shipping the Unit,freight collect,to a destination designated by us. If Agreement. You agree to keep the Units insured to protect all of our interests, at your expense, for such risks, in such amounts, in such forms the Unit is not in the condition required by Section 11,you must pay us, on and with such companies as we may require, including but not limited to fire demand, all costs and expenses incurred by us to bring the Unit into the and extended coverage insurance, explosion and collision coverage, and required condition.Until the Units are returned as required above,all terms of personal liability and property damage liability insurance. Any insurance this Agreement will remain in full force and effect including,without limitation, policies relating to loss or damage to the Units will name us as loss payee as your obligation to pay Lease Payments and to insure the Units. our interests may appear and the proceeds may be applied toward the 15. Other Documents In connection with the execution of this Agreement,you replacement or repair of the Units or the satisfaction of the Payments due will cause to be delivered to us (i) either (A) a certified copy of your under this Agreement.You agree to use, operate and maintain the Units in authorizing resolution substantially in the form attached as Attachment B and accordance with all laws,regulations and ordinances and in accordance with a copy of the minutes of the relevant meeting or (B) an opinion of your the provision of any policies of insurance covering the Units,and will not rent counsel substantially in the form attached as Attachment C;(ii)a Verification the Units or permit the Units to be used by anyone other than you. You of Insurance substantially in the form attached to this Agreement; (iii)a copy agree to keep the Units in good repair, working order and condition and of the signed Form filed with the Internal Revenue Service required in house the Units in suitable shelter,and to permit us or our assigns to inspect Section 8 above as Attachment D; and (iv) any other documents or items the Units at any time and to otherwise protect our interests in the Units. If required by us. any Unit is customarily covered by a maintenance agreement, you will furnish us with a maintenance agreement by a party acceptable to us. 16. Applicable Law This Agreement will be governed by the laws, excluding the laws relating to the choice of law,of the State in which you are located. 12. Default; Remedies An"Event of Default"will occur if(a)you fail to pay any SIGNATURES LESSOR LESSEE CATERPILLAR FINANCIAL SERVICES CORPORATION CITY OF PORT ARTHUR Signature Signature Name(print) Name(print) Title Title Date Date Forth No.GOVLEASE 4510088 E303SDL 01/292015 12:29 PM CT CUSTOMER INFORMATION VERIFICATION ekTa (Required Document) Financial In our efforts to continue providing timely customer service, we need your assistance confirming the following information. If any information is incorrect or missing, please note the necessary changes below and return this form with your signed documents. In addition, please review the Data Privacy Notice stated below. Thank you in advance for your cooperation. Purchase Order#for new contract: Current Information on file Please make corrections here Customer Name: CITY OF PORT ARTHUR Physical Address: 444 4TH ST PORT ARTHUR,TX 77640 Mailing Address: PO BOX 1089 PORT ARTHUR,TX 77641 Equipment Location: 444 4TH ST PORT ARTHUR,TX 77640,JEFFERSON Business Phone: (409)983-8296 E-mail Address: Accounts Payable Contact Name and Phone: Tax Information Sales Tax Rate: 0 • (Please note: Sales Tax Rate, includes all applicable State, County, and City sales tax) City Limits Asset outside the City Limits? Yes No Tax Exemption Status: Please indicate if you are tax exempt. If you are tax exempt-please enclose a current ❑ Exempt tax exemption certificate to be returned with El Non Exempt your documents-Not needed by CFSC if dealer ISC The information above has been reviewed and is accurate to the best of my knowledge with exception of any corrections as noted. *Should the above changes apply to ALL of your contracts, OR for this contract ONLY? ❑ ALL CONTRACTS ❑ THIS CONTRACT ONLY THE ABOVE INFORMATION HAS BEEN REVIEWED AND IS ACCURATE TO THE BEST OF MY KNOWLEDGE WITH EXCEPTION OF ANY CORRECTIONS AS NOTED. Customer Initials Data Privacy Notice: This notice pertains to personal data supplied in connection with your credit application. By providing your information to Caterpillar Inc. or any of its subsidiaries or affiliates, including Caterpillar Financial Services Corporation (collectively "Caterpillar'), you are agreeing that the information may be shared among Caterpillar and its partners and dealers, and used to process your applications for credit and other orders and to improve or market Caterpillar products and services. If you have any questions pertaining to this notice,please contact the Data Privacy Coordinator at 615-341-8222. Forth No.CUVER 4510099 01/2&201512:29 PM CT Attachment B CAT Transaction Number 2542831 Financial GOVERNMENTAL ENTITY RESOLUTION TO LEASE, PURCHASE AND/OR FINANCE WHEREAS, the laws of the State of Texas (the "State") authorize CITY OF PORT ARTHUR (the "Governmental Entity"), a duly organized political subdivision, municipal corporation or similar public entity of the State, to purchase, acquire and lease personal property for the benefit of the Governmental Entity and its inhabitants and to enter into any necessary contracts;and the Governmental Entity wants to lease, purchase and/or finance equipment ("Eauipment") from Caterpillar Financial Services Corporation and/or an authorized Caterpillar dealer ("Caterpillar") by entering into that certain Governmental Equipment Lease-Purchase Agreement (the "Agreement")with Caterpillar;and the form of the Agreement has been presented to the governing body of the Governmental Entity at this meeting. RESOLVED,that: (i) the Agreement, including all schedules and exhibits attached to the Agreement, is approved in substantially the form presented at the meeting, with any Approved Changes(as defined below), (ii) the Governmental Entity enter into the Agreement with Caterpillar and(iii)the Agreement is adopted as a binding obligation of the Governmental Entity;and that changes may later be made to the Agreement if the changes are approved by the Governmental Entity's counsel or members of the governing body of the Governmental Entity signing the Agreement (the "Approved Changes") and that the signing of the Agreement and any related documents is conclusive evidence of the approval of the changes;and that the persons listed below,who are the incumbent officers of the Governmental Entity(the"Authorized Persons"): Name(Print or Type) Title(Print or Type) be,and each is,authorized,directed and empowered,on behalf of the Governmental Entity,to(i)sign and deliver to Caterpillar,and its successors and assigns, the Agreement and any related documents, and (ii) take or cause to be taken all actions he/she deems necessary or advisable to acquire the Equipment,including the signing and delivery of the Agreement and related documents;and that the Secretary/Clerk of the Governmental Entity is authorized to attest to these resolutions and affix the seal of the Governmental Entity to the Agreement,these resolutions,and any related documents;and that nothing in these resolutions, the Agreement or any other document imposes a pecuniary liability or charge upon the general credit of the Governmental Entity or against its taxing power, except to the extent that the payments payable under the Agreement are special limited obligations of the Governmental Entity as provided in the Agreement;and that a breach of these resolutions,the Agreement or any related document will not impose any pecuniary liability upon the Governmental Entity or any charge upon its general credit or against its taxing power, except to the extent that the payments payable under the Agreement are special limited obligations of the Governmental Entity as provided in the Agreement;and that the authority granted by these resolutions will apply equally and with the same effect to the successors in office of the Authorized Persons. of CITY OF PORT ARTHUR, certify that the resolutions above are a full, true and correct copy of resolutions of the governing body of the Governmental Entity. I also certify that the resolutions were duly and regularly passed and adopted at a meeting of the governing body of the Governmental Entity. I also certify that such meeting was duly and regularly called and held in all respects as required by law,at the Governmental Entity's office. I also certify that at such meeting,a majority of the governing body of the Governmental Entity was present and voted in favor of these resolutions. I also certify that these resolutions are still in full force and effect and have not been amended or revoked. IN WITNESS of these resolutions,the officer named below executes this document on behalf of the Governmental Entity. Signature: Title: Date: CAT' Financial Verification of Insurance Lessee: LESSOR(we): LESSEE(you): CATERPILLAR FINANCIAL SERVICES CORPORATION CITY OF PORT ARTHUR 2120 West End Avenue 444 4TH ST Nashville,TN 37203-0001 PORT ARTHUR,TX 77640 Sub'ect: Insurance Covera•e Requirements 1.The above-named Lessor and Lessee have entered into Governmental Equipment Lease-Purchase Agreement Transaction Number 2542831 (the "Agreement"). In accordance with the Agreement, Lessee has instructed the insurance agent named below: Company: Address: Phone No: Agent's Name: 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. Model# Equipment Description Serial# VIN# Value Including Tax 1.826K Caterpillar Landfill Compactor 23200257 $640,457.00 SIGNATURES LESSEE CITY OF PORT ARTHUR Signature Name(print) Title Date Form No.GOVINS 4510088 01/29/2015 1229 PM CT 11111 OR 11 111 Opinion of Counsel Re: Governmental Equipment Lease-Purchase Agreement Transaction Number 2542831 (the"Lease") Between CITY OF PORT ARTHUR("Lessee") And Caterpillar Financial Services Corporation("Lessor") Sir/Madam: I am an attorney for Lessee,and in that capacity I am familiar with the above-referenced transaction,the Lease,and all other documents pertaining to the Lease. Based on my examination of these and such other documents,records and papers and matters of fact and laws as I deemed to be relevant and necessary as the basis for my opinion set forth below,upon which opinion Lessee and any subsequent assignee of Lessee's interest may rely,it is my opinion that: 1. Lessee is a fully constituted political subdivision or agency duly organized and existing under the Constitution and laws of the State of Texas(the"State"),and is authorized by such Constitution and laws(i)to enter into the transaction contemplated by the Lease and(ii)to carry out its obligations thereunder. 2. The Lease and all other documents contemplated by the Lease(i)have been duly authorized,executed and delivered by Lessee and (ii)constitute valid,legal and binding obligations and agreements of Lessee,enforceable against Lessee in accordance with their terms,assuming due authorization and execution thereof by Lessor. 3. No further approval,license,consent,authorization or withholding of objections is required from any federal,state or local governmental authority with respect to the entering into or performance by Lessee of the Lease or the Schedule(s)and the transactions contemplated thereby. 4. Lessee has sufficient appropriations or other funds available to pay all amounts due under the Lease for the current fiscal year. 5. The interest payable to Lessor by Lessee under the Lease is exempt from federal income taxation pursuant to Section 103 of the Internal Revenue Code of 1986,as amended. 6. The entering into and performance of the Lease and all other documents contemplated by the Lease will not(i)conflict with,or constitute a breach or violation of,any judgment,consent decree,order,law,regulation,bond,indenture or Lease applicable to Lessee or(ii)result in any breach of,or constitute a default under,or result in the creation of,any lien,charge,security interest or other encumbrance upon any assets of Lessee or the units purchased under the Lease pursuant to any indenture,mortgage,deed of trust,bank loan,credit agreement or other instrument to which Lessee is a party,or by which it or its assets may be bound. 7. No litigation or proceeding is pending or,to the best of my knowledge,threatened to,or which may,(a)restrain or enjoin the execution, delivery or performance by Lessee of the Lease,(b)in any way to contest the validity of the Lease,(c)contest or question(i)the creation or existence of Lessee or its governing body or(ii)the authority or ability of Lessee to execute or deliver the Lease or to comply with or perform its obligations thereunder.There is no litigation or proceeding pending or,to the best of my knowledge,threatened that seeks to or could restrain or enjoin Lessee from annually appropriating sufficient funds to pay the Lease Payments(as defined in the Lease)or other amounts contemplated by the Lease. In addition, I am not aware of any facts or circumstances which would give rise to any litigation or proceeding described in this paragraph. 8. The units purchased under the Lease are personal property and,when subjected to use by Lessee,will not be or become fixtures under the laws of the State. 9. The authorization,approval and execution of the Lease,the Schedule(s)and all other documents contemplated by the Lease,and all other proceedings of the Lease related to the transactions therein and contemplated thereby,have been performed in accordance with all applicable open meeting,public records,public bidding and all other applicable laws,rules and regulations of the State. 10. The appropriation of moneys to pay the Lease Payments coming due under the Lease does not and will not result in the violation of any constitutional,statutory or other limitation relating to the manner,form or amount of indebtedness which may be incurred by Lessee. 11. The Lessor will have a perfected security interest in the Units upon the filing of an executed UCC-1 or other financing statement at the time of acceptance of the Units with(i)the Secretary of State for the State and/or(ii)the COUNTY BOARD OF COMMISSIONS of JEFFERSON. Form No.GOVOPCO 4510088 01282015 12:29 PM CT 1III 111 � OM� 'I II Yours sincerely, Signature: Name(PRINT): Title: Date: Address: Form No.GOVOPCO 4510098 0129/201512:29 PM CT Amendment to Governmental Lease-Purchase Agreement(Texas) CAT® Transaction Number 2542831 Financial This Amendment(the "Amendment'),dated (the "Effective Date"),to the Governmental Lease-Purchase Agreement(the "Agreement')for the Transaction Number set out above is by and between the parties identified below. 1. PARTIES LESSOR: LESSEE: CATERPILLAR FINANCIAL SERVICES CORPORATION CITY OF PORT ARTHUR 2120 West End Avenue 444 4TH ST Nashville,TN 37203-0001 PORT ARTHUR,TX 77640 2. TERMS AND CONDITIONS a) Capitalized terms used but not defined herein will have the meaning given them in the Agreement. b) Except as provided herein, the Agreement will remain unchanged and in full force and effect in accordance with its terms. Any additional modifications are null and void unless approved in writing by you and us. Nothing herein will be deemed to be a waiver or amendment of any other provision contained in the Agreement or any of our rights or remedies under the Agreement. c) As of the Effective Date,the Agreement is amended as set forth below. 3. AMENDMENT Section 7 of the Agreement is amended and restated in its entirety as follows: "7. Annual Right of Termination. You may terminate this Agreement as of the last day of any fiscal year during the term hereof by giving us sixty (60) days prior written notice (although the failure to give such notice will not affect your right to terminate this Agreement as provided herein). In the event you terminate this Agreement during the term hereof pursuant to this Section, you will, no later than the last day of such fiscal year, return to us all, but not less than all, of the Units, at your sole expense and in accordance with the terms of this Agreement. Upon such return, this Agreement will terminate as of the last day of such fiscal year (the "Termination Date"). Thereafter, you will not incur any additional obligations under this Agreement, provided, however,that you must pay all Lease Payments and other Payments due prior to the Termination Date or attributable to such period, and provided,further,that you must pay month to-month lease payments at the rate set forth in this Agreement for each month or part thereof that you fail to return the Units." SIGNATURES CATERPILLAR FINANCIAL SERVICES CORPORATION CITY OF PORT ARTHUR Signature Signature Name (print) Name (print) Title Title Date Date Forth No.GOVTXAM 'III 15 1Va ll'I III 4510088 0129/2015 12:29 PM CT CATERPILLAR FINANCIAL INSURANCE SERVICES SELECTION FORM eir® 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 Cat®equipment. Please complete this form if you elect to insure your equipment with Caterpillar Insurance Company. CIC Physical Damage Insurance Policy Summary Please note: This is only a brief description of the CIC Physical Damage Insurance Program. Contractual provisions contained in the policy will govern. Coverage CIC 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 CIC Physical Damage Insurance does include normal exclusions. Some important exclusions are wear and tear, rust, loss of income,war, nuclear damage,and mechanical breakdown,automobiles,watercraft,waterborne shipments,tires or tubes or mobile track belts damaged by blow-out,puncture, and road damage. Repairs When a covered loss occurs,this plan will pay for Cat®replacement parts on all your new or used Caterpillar equipment. On all equipment from other manufacturers,the plan will pay for comparable replacement parts. Transportation Your CIC plan will pay for round-trip transportation of covered damaged equipment to and from your Cat dealer's repair facility, up to $2,500 limit. Rental Reimbursement The plan allows for rental costs up to$2,500 that you incur to rent similar equipment following a covered loss. 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 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: $5,000 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 e-mail Cat Financial Insurance Services at physicaldamage@cat.com. POLICYHOLDER DISCLOSURE NOTICE OF TERRORISM RISK INSURANCE ACT OF 2002 (as extended by the Terrorism Risk Insurance Extension Act of 2005,and as amended in 2007) You are hereby notified that under the Terrorism Risk Insurance Act,as amended in 2007,the definition of act of terrorism has changed. As defined in Section 102(1)of the Act: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 certain air carriers or vessels or the premises of a United States mission;and to have been committed by an individual or individuals 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. Under your coverage,any losses resulting from certified acts of terrorism may be partially reimbursed by the United States Government under a formula established by the Terrorism Risk Insurance Act,as amended in 2007. However,your policy may contain other exclusions,which might affect your coverage,such as an exclusion for nuclear events. Under the formula,the United States Government generally reimburses 85%of covered terrorism losses exceeding the statutorily established deductible paid by the insurance company providing the coverage. The Terrorism Risk Insurance Act,as amended,contains a$100 billion cap that limits U.S.Government reimbursement as well as insurers'liability for losses resulting from certified acts of terrorism when the amount of such losses exceeds$100 billion in any one calendar year. If the aggregate insured losses for all insurers exceed$100 billion,your coverage may be reduced.The portion of your premium that is attributable to coverage for terrorist acts certified under the Act is:$0�0 Form No.INSURECAT 4510088 E303SDL 01/28/20151228 PM CT ■III�IT INLI•M'11111■I ll APPLICATION FOR CIC PHYSICAL DAMAGE INSURANCE Model# Equipment Description Serial# VIN Value Pymt Method-3 Pymt Method-1 Including Tax Total Premium Finance Pymt 1.826K Caterpillar Landfill Compactor 23200257 $640,457.00 $38,045.00 $721.45 Marsha Blaisdell, Authorized Insurance Producer Arranged by Caterpillar Insurance Services Corporation I understand that the total insurance premium for 60 months will be $38,045.00, which is $7,609.00 per year based upon the total equipment value of$640,457.00. Method 1 I will finance the insurance premium, including finance charges, of$721.45 per scheduled equipment payment. The finance charge is calculated at 3.20%per annum on the total insurance premium covering the full term of the finance agreement.By choosing Method 1 and signing this document you are agreeing to finance the insurance along with the equipment payments with Caterpillar Financial Services Corporation. If insurance is cancelled, any unearned premium is due to the named insured. Method 2 I desire coverage for an initial 12 month term. I will pay the $7,609.00 premium and return the payment with the signed equipment documents. Please make check payable to CIC. Method 3 I will pay the total premium of $38,045.00 and return the payment with the signed equipment documents. Please make check payable to CIC. Method 4 I decline Caterpillar Insurance. I elect to obtain my own commercial insurance on the equipment shown from an agent or insurance company of my choice. I understand that the quote I receive is not a binder of insurance. If I elect to obtain coverage from CIC , 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 (as extended by the Terrorism Risk Insurance Extension Act of 2005), 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. I also acknowledge I have been advised that, if I accept this insurance, an appointed licensed insurance producer will receive commission compensation. Customer Name: CITY OF PORT ARTHUR Dealer Name: MUSTANG MACHINERY COMPANY, LTD Please note: If you would like a no obligation quote on your additional equipment, call 1-800-248-4228 extension 5754. Accepted By: Name(PRINT): Title: Date: Form No.INSURECAT 4510088 E303SDL 01/29/201512'29 PM CT ■III Et k6LIAPEEI■III 1 Fraud Warning: Applicable in AL,AR,DC,LA,MD,NM,RI and WV:Any person who knowingly(or willfully)'presents a false or fraudulent claim for payment of a loss or benefit or knowingly(or willfully)*presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison.*Applies in MD Only. Applicable in CO: It is unlawful to knowingly provide false,incomplete,or misleading facts or information to an insurance company for the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment,fines,denial of insurance and civil damages.Any insurance company or agent of an insurance company who knowingly provides false,incomplete,or misleading facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. Applicable in FL and OK:Any person who knowingly and with intent to injure,defraud,or deceive any insurer files a statement of claim or an application containing any false,incomplete,or misleading information is guilty of a felony(of the third degree)*.*Applies in FL Only. Applicable in KS:Any person who,knowingly and with intent to defraud,presents,causes to be presented or prepares with knowledge or belief that it will be presented to or by an insurer,purported insurer,broker or any agent thereof,any written statement as part of,or in support of,an application for the issuance of,or the rating of an insurance policy for personal or commercial insurance,or a claim for payment or other benefit pursuant to an insurance policy for commercial or personal insurance which such person knows to contain materially false information concerning any fact material thereto;or conceals,for the purpose of misleading,information concerning any fact material thereto commits a fraudulent insurance act. Applicable in KY,NY,OH and PA: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 subjects such person to criminal and civil penalties(not to exceed five thousand dollars and the stated value of the claim for each such violation)*."Applies in NY Only. Applicable in ME,TN,VA and WA: It is a crime to knowingly provide false,incomplete or misleading information to an insurance company for the purpose of defrauding the company.Penalties(may)"include imprisonment,fines and denial of insurance benefits.*Applies in ME Only. Applicable in NJ:Any person who includes any false or misleading information on an application for an insurance policy is subject to criminal and civil penalties. Applicable in OR:Any person who knowingly and with intent to defraud or solicit another to defraud the insurer by submitting an application containing a false statement as to any material fact may be violating state law. Applicable in PR:Any person who knowingly and with the intention of defrauding presents false information in an insurance application,or presents, helps,or causes the presentation of a fraudulent claim for the payment of a loss or any other benefit,or presents more than one claim for the same damage or loss,shall incur a felony and, upon conviction,shall be sanctioned for each violation by a fine of not less than five thousand dollars($5,000) and not more than ten thousand dollars($10,000),or a fixed term of imprisonment for three(3)years,or both penalties.Should aggravating circumstances[be]present,the penalty thus established may be increased to a maximum of five(5)years,if extenuating circumstances are present,it may be reduced to a minimum of two(2)years. Form No.INSURECAT 6510088 E303SDL 01/29/2015 12 29 PM CT ■III Ill!RLL6dII:IJI1■III I CAT, Meeting Minutes Financial MUSTANG MACHINERY COMPANY, LTD 12800 NORTHWEST FREEWAY HOUSTON TX 77040 Reference: CITY OF PORT ARTHUR 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 Fon,99.LT9043 4510088 01/29/2015 12 29 PM CT Purchase Agreement CAT Transaction Number 2542831 Financial This Purchase Agreement is between MUSTANG MACHINERY COMPANY, LTD ("Vendor") and Caterpillar Financial Services Corporation ("Cat Financial"). Vendor agrees to sell to Cat Financial and Cat Financial agrees to buy from Vendor the equipment described below(the "Unit(s)"), subject to the terms and conditions set forth below and on the reverse side hereof. Description of Unit(s) Serial# VIN# Freight Total Price (1)826K New Caterpillar Landfill Compactor 23200257 $0.00 $640,457.00 Lessee: Subtotal $640,457.00 CITY OF PORT ARTHUR Federal Excise Tax 0.00 444 4TH ST Other Tax 0.00 PORT ARTHUR TX 77640 Total Purchase Price $640,457.00 Unit(s) Delivery Point: 444 4TH ST PORT ARTHUR,TX 77640, JEFFERSON See next page for additional terms and conditions. SIGNATURES CATERPILLAR FINANCIAL SERVICES CORPORATION MUSTANG MACHINERY COMPANY, LTD Signature Signature Name (print) Name (print) Title Title Date Date 1115P No.PAOOIOSlTDaalllll 4510088 0120/2015 12:29 PM CT Additional Terms and Conditions CIT Transaction Number 2542831 Financial 1. The lessee named on the front hereof(the "Lessee") has selected the Unit(s), instructed Cat Financial to purchase the Unit(s) from Vendor,and agreed to lease the Unit(s)from Cat Financial. 2. Cat Financial (or its assignee) will have no obligation hereunder (and any sums previously paid by Cat Financial to Vendor with respect to the Unit(s)shall be promptly refunded to Cat Financial) unless(a) all of the conditions set forth in Section 1.3 (if a master lease agreement) or Section 1 (if a non master lease agreement)of the lease with the Lessee covering the Unit(s) have been timely fulfilled and (b) the Lessee has not communicated to Cat Financial (or its assignee), prior to "Delivery" (as hereinafter defined) of the Unit(s), an intent not to lease the Unit(s) from Cat Financial. All conditions specified in this paragraph shall be deemed timely fulfilled unless prior to Delivery of the Unit(s),Cat Financial (or its assignee)shall notify Vendor to the contrary in writing, which shall include fax or email. "Delivery" shall mean the later of the time (a) Cat Financial executes this Purchase Agreement or (b) the Lessee or its agent takes control and/or physical possession of the Unit(s). 3. Upon timely satisfaction of the conditions specified in Paragraph 2 above, ownership, title and risk of loss to the Unit(s) shall transfer to Cat Financial (or its assignee) upon Delivery of the Unit(s). 4. Vendor warrants that (a) upon Delivery of the Unit(s), Cat Financial (or its assignee) will be the owner of and have absolute title to the Unit(s) free and clear of all claims, liens, security interests and encumbrances and the description of the Unit(s) set forth herein is correct and (b) the Unit Transaction Price set forth on the front hereof for each unit of Unit(s) leased under a lease is equal to such Unit(s)'s fair market value. 5. Vendor shall forever warrant and defend the sale of the Unit(s) to Cat Financial (or its assignee), its successors and assigns, against any person claiming an interest in the Unit(s). 6. Provided that no event of default exists under any agreement between Lessee and Cat Financial and upon timely satisfaction of the conditions specified in Paragraph 2 above, and unless otherwise agreed to in this Purchase Agreement, Cat Financial (or its assignee) shall pay Vendor the total Purchase Price set forth on the front hereof for the Unit(s) within three business days following (a) the receipt and approval by Cat Financial of all documentation deemed necessary by Cat Financial in connection with the lease transaction and (b)all credit conditions have been satisfied. 7. Vendor shall deliver the Unit(s)to the Lessee at the delivery point set forth on the front hereof. 8. This Purchase Agreement may be assigned by Cat Financial to a third party. Vendor hereby consents to any such assignment. 9. This Purchase Agreement shall become effective only upon execution by Cat Financial. • Form No.PA00105TD 451008801129/201512:29 PM CT CAT: Financial CAT FINANCIAL COMMERCIAL ACCOUNT PLEASE DISREGARD THIS OFFER IF YOU ALREADY HAVE A COMMERCIAL ACCOUNT CITY OF PORT ARTHUR 444 4TH ST PORT ARTHUR, TX 77640 IMPORTANT OPPORTUNITY As a Caterpillar Financial Services Corporation customer, you now have the opportunity to open a Commercial Account. Commercial Account is an easy and convenient way to pay for parts, service or rentals, and is accepted at all Cat Dealers and Cat Rental Stores in the U.S. With the Commercial Account, you will have the ability to better manage your cash flow by making a monthly minimum payment of 10%on all your parts and service purchases. Rental payments must be paid in full the month following the charge. You will receive one detailed monthly statement of your charges, and have the ability to view your transactions online through our secure website 24/7. Through the Commercial Account you may also receive special 0% financing on rebuilds and major repairs(see your Cat Dealer for details). • If you need flexibility in paying for a large repair or work tool purchase or • You need expanded access to Caterpillar Dealers as your work grows beyond your dealership's area,then the Commercial Account is for you. To request that an account be opened for you, please complete the application on the next page. Sign the application and return it with this document package OR fax it back to us at 615-341-5925. If you are interested in a certain credit line amount, please indicate the desired amount 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 credit line amount, account number and the Customer Agreement. ** For more information, please call us at 1-888-CAT-8811 or visit us at www.catfinancial.com/commercialaccount. Take advantage of this offer and activate your account today! Best regards, The Commercial Account Team *Reply by: MARCH 30,2015 to take advantage of this offer. **In some instances, we may not be able to open an account for you based on your credit report and other pre-determined criteria.We will notify you by mail if we are unable to open an account for you. Form No.XCAAC2 11111iVEN.111111 CREDIT APPLICATION(SUBMIT WITH DOCUMENTATION PACKET) lwr- Caterpillar Financial Commercial Account Corporation CITY OF PORT ARTHUR 444 4TH ST Phone:(800)651-0567 Fax:(615)341-5925 PORT ARTHUR,TX 77640 Financial Email:Credit.Department@cat.com NOTICES Definitions:The terms"you"and"your"will refer to the person applying for financing,each Guarantor and each Signatory signing this credit application.The terms"we", "us"or"our"will refer to Caterpillar Financial Services Corporation("CFSC")and/or Caterpillar Financial Commercial Account Corporation("CFCAC"and,together with CFSC,the"Cat Financial Companies"),either individually or collectively,as applicable.Collectively,the Cat Financial Companies,Caterpillar Inc.and their affiliates and subsidiaries are referred to herein as the"Caterpillar Companies". Representations and warranties:You represent that the information provided by you in this credit application(i)is true,correct and complete and(ii)is provided for the purpose of you obtaining credit from us. Privacy Notice:You authorize us,or our designee,to investigate or obtain from other Caterpillar Companies,sellers of Caterpillar products(each a"Dealer"),banks, consumer reporting agencies,financial institutions,merchants,customers or any other person or entity any personal or business information related to you that we may deem appropriate,including but not limited to consumer reports and credit histories,for the use described herein.You authorize and instruct each such person or entity to furnish,share or otherwise make accessible to us any such information in their possession.We may use and rely upon such information,and any information provided in this credit application,(a)to make a credit decision to extend credit now or in the future pursuant to a subsequent application or request,(b)to continue any previously provided credit,(c)to review your account,(d)to assist in any collection activity,(e)to otherwise investigate your credit,(f)to improve or market Caterpillar products and services,and (g)to share such information with any other person or entity,including but not limited to the Caterpillar Companies,Dealers,consumer reporting agencies,financial institutions,and merchants. This application for credit is solely from us.A decision to grant or deny business credit by CFSC will be made by CFSC,and a decision to grant or deny credit by CFCAC will be made by CFCAC.We may,in our sole discretion,refuse to extend business credit,goods,or services to you and may terminate any such credit extended at any time. Any references to a requested amount of credit in this credit application will not be deemed a limitation of liability by you.You understand and agree that any credit granted by us to you will be governed by the provisions and conditions set forth in CFCAC's Customer Agreement(or similarly titled)between us where granted by CFCAC or the applicable agreements between us where granted by CFSC. You acknowledge that this credit application is for business customers only(including sole proprietorships)and credit provided by us in connection with this credit application may not be used to acquire equipment or services for personal,household or family purposes.You acknowledge that you have read and fully understand the terms and conditions contained in this credit application. The federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race,color,religion,national origin, sex,marital status,age(provided the applicant has 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 these creditors is the FTC Regional Office for the region in which the Cat Financial Companies operate or the Federal Trade Commission,Equal Credit Opportunity,Washington,DC 20580. If your application for business credit is denied,you have the right to a written statement of the specific reasons for the denial.To obtain the statement,contact us at the applicable address below within 60 days from the date you are notified of our decision.We will send you a written statement of the reasons for the denial within 30 days from receiving your request for the statement. Caterpillar Financial Services Corporation,Attn:Credit Manager,2120 West End Ave.,P.O.Box 340001,Nashville,TN 37203 COMPLETE if you are financing PARTS,SERVICE,ATTACHMENTS or RENTING equipment from a Cat Dealer with Commercial,Account Requesting a revolving credit limit range of(select ONE):❑$ I]$25,000 or less $25,000-$75,000❑$75,000 or more(see FINANCIAL section below) Billing preference(select ONE or statement billing will apply): 0 STATEMENT BILLING:Receive one statement monthly that covers all INVOICE BILLING:Immediately receive a separate Invoice Bill that mirrors the transactions made during that period.A minimum payment of 10%(revolving)of dealer invoice for each transaction you make,plus receive a monthly summary the account balance plus interest is due each payment cycle,or pay in full without of all paid and open invoices.The full payment of the invoice is due on the interest charges.Rental charges are due in full by the due date.As with all stated terms. statement billing methods payments are applied to the oldest outstanding balance. • Name(s)of individual(s)authorized to charge on account:1)Name 2)Name Contact Credit.Department@cat.com to request additional authorized users. FINANCIAL:Attach the following if financing exceeds$75,000 for a Commercial Account Financial statements for the last 2 fiscal year-ends,latest interim statements and comparable interims from prior year(if fiscal year-end is over 120 days), and a detailed list of work on hand Additional financial information may be required. SIGNATURES Required signatures: If you are a legal entity(e.g.,corporation,limited liability company or limited liability partnership),an authorized person must sign below on your behalf in addition to each owner listed in this credit application.If you are a partnership or a sole proprietorship,each owner must sign below. Ownership(To be completed by every owner;ID required) 1)Signature Printed Name Date 2)Signature Printed Name Date Authorized Signature(Individual OTHER than owner) Date Printed Name Title REVISED 2013 Form No.XCAAc2 • 1111 114�I 'lE11111 • Form 8038-G Information Return for Tax-Exempt Governmental Obligations (Rev.September 2011) ►Under Internal Revenue Code section 149(e) OMB No.1545-0720 Department of the Treasury 10.See separate instructions. Internal Revenue Service Caution:If the issue price is under$100,000,use Form 8038-GC. Part I Reporting Authority If Amended Return, check here 10- 1 1 Issuer's name 2 Issuer's employer identification number(EIN) 3a Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions) 3b Telephone number of other person shown on 3a 4 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 5 Report number(For IRS Use Only) rlitl 6 City,town,or post office,state,and ZIP code 7 Date of issue 8 Name of issue 9 CUSIP number 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information(see 10b Telephone number of officer or other instructions) employee shown on 10a Part II Type of Issue (enter the issue price). See the 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 If obligations are TANs or RANs, check only box 19a ► ❑ If obligations are BANs, check only box 19b ► ❑ ���� �� �A 20 If obligations are in the form of a lease or installment sale,check box Y Part Ill Description of Obligations. Complete for the entire issue for which this form is being filed. (a)Final maturity date (b)Issue price (c)Stated redemption (d)Weighted (e)Yield price at maturity average maturity 21 $ $ years Part IV Uses of Proceeds of Bond Issue(including 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 �� k 25 Proceeds used for credit enhancement 25 1141 26 Proceeds allocated to reasonably required reserve or replacement fund 26 L' $ 27 Proceeds used to currently refund prior issues 27 P,4 N 28 Proceeds used to advance refund prior issues 28 29 Total(add lines 24 through 28) 29 30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) . . 30 Part V Description of Refunded Bonds. Complete this part only for refunding bonds. 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 the last date on which the refunded bonds will be called(MM/DD/YYYY) 10- 34 34 Enter the date(s)the refunded bonds were issued►(MM/DD/YYYY) For Paperwork Reduction Act Notice,see separate instructions. Cat.No.63773S Form 8038-G(Rev.9-2011) Form 8038-G(Rev.9-2011) Page 2 Part VI 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 (GIC)(see instructions) 36a b Enter the final maturity date of the GIC► c Enter the name of the GIC provider► 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units 37 38a If this issue is a loan made from the proceeds of another tax-exempt issue,check box► ❑and enter the following information: b Enter the date of the master pool obligation► c Enter the EIN of the issuer of the master pool obligation► d Enter the name of the issuer of the master pool obligation► 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III)(small issuer exception),check box . . . . 110- 40 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box ► El 41a If the issuer has identified a hedge, check here► El and enter the following information: b Name of hedge provider► c Type of hedge 0- d d Term of hedge► 42 If the issuer has superintegrated the hedge,check box ► LI 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations(see instructions),check box ► El 44 If the issuer has established written procedures to monitor the requirements of section 148,check box ► ❑ 45a If some portion of the proceeds was used to reimburse expenditures,check here► ❑ and enter the amount of reimbursement 10- b b Enter the date the official intent was adopted► Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge Signature and belief,they are true,correct,and complete.I further declare that I consent to the IRS's disclosure of the issuer's return information,as necessary to and process this return,to the person that I have authorized above. Consent 'Signature of issuer's authorized representative Date 'Type or print name and title Print/Type preparer's name Preparer's signature Date PTIN Paid Check ❑ if Preparer self-employed Use Only Firm's name ► Firm's EIN ► Firm's address ► Phone no. Form 8038-G(Rev.9-2011) � _ l