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HomeMy WebLinkAboutR-2013-082 Bobcat E35 Mini Excavator RESOLUTION NO. R- 2013 -082 A RESOLUTION AUTHORIZING AND APPROVING A SALES AGREEMENT, MASTER LEASE AND LEASE SCHEDULE WITH KC BOBCAT THROUGH BERRY COMPANIES, INC FOR THE PURPOSE OF FINANCING A 2013 BOBCAT E35 MINI EXCAVATOR IN AN AMOUNT NOT TO EXCEED $6500 WHEREAS, the City has a need to acquire mini excavator for its Public Works Department operations and use of such equipment is essential to the City's proper, efficient and economic operation; and WHEREAS, a 2013 Bobcat E35 mini excavator is available for purchase from KC Bobcat off the Mid America Regional Council Cooperative Purchasing program; and WHEREAS, the City desires to purchase said 2013 Bobcat E35 mini excavator through a lease purchase agreement from KC Bobcat through Berry Companies, Inc. according to the terms and conditions set forth in the Sales Agreement, Master Lease and Lease Schedule; and WHEREAS, said lease will be assigned to General Electric Capital Corporation pursuant to an assignment by Berry Companies, Inc To General Electric Capital Corporation for the purpose of financing the acquisition of the 2013 Bobcat E35 mini excavator; and WHEREAS, funds for such purpose are available in the Fiscal Year 2013 -2014 Budget in an amount not to exceed $6500; and WHEREAS, the Board of Aldermen find it is in the best interest of the City to enter into the Sales Agreement, Master Lease and Lease Schedule with Berry Companies, Inc to approve the Assignment of such lease to General Electric Capital Corporation; NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: THAT a lease of a 2013 Bobcat E35 mini excavator as set forth in the Sales Agreement, Master Lease and Lease Schedule is hereby authorized and approved, in an amount not to exceed $6500; FURTHER THAT execution and delivery of the Sales Agreement, Master Lease and Lease Schedule by and between the City of Riverside, KC Bobcat and Berry Companies, Inc. by the Mayor or City Administrator is hereby authorized, approved and ratified with such changes, modifications, additions or deletions therein as shall be deemed necessary, desirable or appropriate by the Mayor or City administrator prior to execution thereof; FURTHER THAT assignment of said Sales Agreement, Master Lease and Lease Schedule to General Electric Capital Corporation by Berry Companies, Inc. is hereby authorized and approved; FURTHER THAT the Mayor, City Administrator and Finance Director are hereby authorized to execute all other documents and agreements necessary or incidental to carry out the terms and conditions of such agreements and the City Clerk is authorized to attest thereto. RESOLUTION NO. R - 2013 - 082 PASSED AND ADOPTED by the Board of Idermen and APPROVED by the Mayor of the City of Riverside, Missouri, the 6 S -day of _ 2013. atidika) Ea& K teen L. Rose, ayor ATTEST: Robin Littrelt, City Clerk CITY OF , - RIVERS! MISSOURI Upstream from ordinary. 2950 NW Vivion Road Riverside, Missouri 64150 AGENDA DATE: 08 -06 -13 TO: Mayor and Board of Aldermen FROM: Tom Wooddell, Public Works Director RE: Lease approval of 2013 Bobcat E35 Mini Excavator BACKGROUND: Funding to lease a 2013 Bobcat mini excavator was included in the 2013 -2014 budget. The Bobcat E35 mini excavator will be leased from the Bobcat Company. BUDGETARY IMPACT: The adopted 2013 -2014 fiscal budget included $7000.00 for the one year lease of the Bobcat E35 mini excavator. The total lease cost of the Bobcat E35 mini excavator is $6500.00. A RESOLUTION AUTHORIZING THE LEASE OF A 2013 BOBCAT E35 MINI EXCAVATOR FROM BOBCAT COMPANY IN AN AMOUNT NOT TO EXCEED $6500.00. Point of Contact: Public Works Director Tom Wooddell. • BLUE SPRINGS, MO 84015 • Invoice Number: 18158888 ( 2209 W 40 HWY/ (818) 2294008 ..„.II-1 FMK (816)229 -7631 Invoice Date: October 22, 2013 Platte City, MO 64079 OLATHE, KS 86061 (Lc. 801 N. Main / (816) 903 -3020 1220 S HAMILTON CIRCLE / (913) 6294600 bobct FAX 6 616 4313002 ( ) FAX# (913)82 &7552 ;OLD: City of Riverside SHIPPED: 2950 NW Vivion Road Riverside, MO 65150 Cust Order No. Date Entered Ordered By Written By Approved By Salesman No. 10/22/2013 Aaron Dawn 701 hip Via: Name of Carrier Date Shipped Shipped From F.O.B. Prepaid Collect Qty Equipment Description Serial Number Equip No. Unit Price Amount 1 Down Payment on S750 $6,500.00 $6,500.00 1 Down Payment on E35 $6,500.00 $6,500.00 f try <e due upon receipt /o33loo,, feral G�:Ste.P ED ) 3.- ASLed SUBTOTAL $13,000.00 EASE REMIT TO: 2209 W 40 Hwy Blue Springs MO 64015 Freight Delivery Charges 2M: Net upon receipt of invoice unless otherwise Doc Fee icated. Finance Charge State Sales Tax 'ORTANT: To insure proper credit, please indicate Local )ice number on check when making payment. Sales Tax EREST: Will be charged on past due accounts at Tax Exempt # highest lawful rate not to exceed 1.8% per month. TOTAL $13,000.00 PLATTE CITY RENTAL OR SALES AGREEMENT I TAX EXEMPT 'fir 0 Blue Springs, MO 64015 Olathe, NS 860131 Platte City MO 64079 2209 West 40 Hwy 0 1220 S Hamilton Cir 15 801 Main ( ®����\ 816) 229-4006 / Fax(816) 229 -763' (913)829 -4600/ Fax (913)829-1552 (816)431 -3001 /Fax (816)431 -3002 ! ■V J Order Date: 10/21/13 Customer Number 40712 Contact Name TOM To be delivered on or about the INVOICE TO: City of Riverside F.O.B. Shipped From 1IUVtH OR IESSbE) Street Address 4200 NW Riverside St SHIP TO/JOB LOCATION: P.O. Box Job Site Phone COLLECT ( - • City and State Riverside MO 65150 VIA PREPAID /— Customer Ph. it 816 - 590 -4724 Purchase Order NI r RENTAL r FINANCE r PAYMENT 'Subject to the terms and conditions of this Order and the Terms contained on the reverse side, the following customer ('Customer') purchases/rents from KC Bobcat ('KC') the following described Equipment: EQUIP. NO QTY. MFG. MODEL HR. METER DESCRIPTION SERIAL NO. PRICE 1075749 1 BC 5 -750 1 New 5750 ATD213109 $ 46,414.00 TBD 1 BC 80' 0/1 WA New 80' CA Tooth Bkt - number will be added at delivery TBD $ - TBD 1 BC 80' CA WA New 80'0/1 Smooth Bkl- number w511 be added at delivery TBD $ - 1072605 1 BC E -35 1 New E -35 A93K17422 $ 38,442.00 1053968 1 BC Hyd Clamp WA New Hydraulic Clamp for E -35 AFM103417 $ - 1073191 1 BC 24'sd bkt WA New 24' Severe Duty bkt 1073191 $ - • TRADE IN EQUIPMENT EQUIP. NO 01Y. MFG. MODEL HR. METER DESCRIPTION SERIAL NO. PRICE COMMENTS: PRICE $ 84,856.00 2 month munl roll out program. One time payment of $13000 collected at delivery. ALLOWANCE NET DIFFERENCE $ 84,856.00 SALES TAX TAX EXEMPT DOWN PAYMENT LOAN PAYOFF AMOUNT UCC-1 / DOCUMENTATION FEE TOTAL $ 84,856.00 ie undersigned covenants to be Ibe lawful and legal owner of the above described equipment, and guarantees It 10 be tree from all mortgages, mechanic's Hens, conditional sates contracts, or encumbrances of any Mod tatsoever with no exceptions. X ' NEW FACTORY WARRANTY IJ EXT FACTORY WAR 36 Month/2000 hr Protection Plus warranty NmAL Vitt USED EQ. SPECIAL TERMS Des° F' EXTEPG WARRANTY PETAL ' NO WARRANTY EXPRESSED OR IMPLIED INAL Limited Physical Damage Waiver (PDW) Note: A late payment lee wit be Charged on all amounts past due at the highest lawful rate not to exceed 1.8% per month. your initials, you accept the terms of the PDW described in WARRANTIES COMPANY SELLS OR RENTS THE EQUIPMENT "AS 15; AND MAKES NO WARRANTIES, EITHER EXPRESS OR ragraph 7 on the reverse side and payment of the PDW Fee IMPLIED CONCERNING THE EQUIPMENT, INCLUDING, WITHOUT UMFTATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR (forth above. INITIAL PURPOSE. MERCHANTABILrTY, OR INFRINGMENT. CUSTOMER EXPRESSLY DISCLAIMS ANY RELIANCE ON OTHER STATEMENTS X A. MADE BY COMPANY OR RS AGENTS. Safety Clause (Customer must initial) islomer acknowledges and agrees that (a) Customer has • LIMITATI• •F LIABILITY •MP Y'S LIABILITY 5N AN 2 IM OF ANY KIND W R4. ; ARI ING 0 •F •NTRA*I •ICT :arved 811 manufacturers' operation manuals pertaining to the LIABILITY TORT( INCLUDING NEGUGENCEY OR OTHER LEGAL THEORY FORA NY LOS OR DAM. ARISIN OT OF uipment, (b) Customer shall be solely responsible for the CONNECTED WITH OR RESULTING FROM THIS AGREEMENT OR FROM THE PERFORMANCE OF BRFACH THEREOF OR FROM ining of all competent operators In and the safe and legal THE SAI F/RFNTAI DEI NERY RFRAI F/RERENTAI OR REPAIR OF ANY 000D5 COVERER RY OUR FI IRNISHED UNDER THIS aration of the Equipment within 6s specified pertormance AGREEMENT SHAI 1 IN NO CASE EXCEED THE TOTAL PI IRCHASF pair& OR RENTAL CHARGES MADE TO COMPANY ALLOCABLE /abilities, (o) Company has offered the Customer Instruction TO THE EQUIPMENT WHICH GIVES RISE TO THE CLAIM. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAI he proper use of the Equipment, (d) Customer, at its sole EXEMPLARY. CONSEQUENTIAL, OR PUNmVE DAMAGES. INCLUDING BUT NOT I IMTTED TO LOST PROFITS AND COST OF COVER. kense, will comply with all federal, state and local laws, lulations, and ordinances, relating to the use of the INRAL THE I AWS OF SOME STATES no NOT PERMIT CERTAIN 1 IMITATIONS ON WARRANTIES OR REMEDIES, IN THE EVENT SUCH A uipment, including without limitation, the regulations of the y LA APPLE APPL THE FOREGOING EXCLUSIONS AND IJMITATIONS ARE AMENDED INSOFAR AND ONLY IN OFAR AS REQUIRED BY cupational Safety and Health Administration. X C/ /(/ SAID LAWS. initial) / Entire Agreement (Customer must initial) I HAVE READ, UNDERSTAND, AND AGREE WITH ALL OF THESE TERMS AND THOSE CONTAINED ON THE REVERSE SIDE. 5 Agreement, including the terms on the reverse side, CUST-0 (purchaser or lessee): � ` / Q w� f resents the entire understanding of the parties, and this _ �V ^ L , fjj /O-r�G+r /CJ ..2-./ - / 7 'eement supersedes any prior agreements (oral or wriaen) BY _ • _ ' TITLE Dare __._ arding the matters outlined herein. No term or provision of Agreement may be amended, altered, waived discharged, erminated except by written Instrument signed by authorized e . LES resentatives of the parties hereto, and shall not be modelled IN AL ALL SA ARE FINAL nterpreted by reference to any prior course of dealing, usage , j - irm .. � - � �' " rade, or course of performance. O - Ci v7J p „id?, / en bye Aaron I rerrlroy I Aaron AC opted by r Aaron I credit I Form 8038 -GC Information Return for Small Tax - Exempt (Rev. January 2012) Governmental Bond Issues, Leases, and Installment Sales OMB No. 1545 -0720 Department of the Treasury Under Internal Revenue Code section 149(e) Internal Revenue Service Caution: If the issue price is $100,000 armors, use Form 8038 -G. Part I Reporting Authority Check box if Amended Return 1 Issuers name 2 Issuers employer identification number (EIN) City of Riverside, Missouri 44 1 6005867 3 Number and street (or P.O. box if mail is not delivered to street address) Room /suite 2950 NW Vlvion Rd 4 City, town, or post office, state, and ZIP code 6 Report number (For IRS Use Only) Riverside, Missouri 64150 n n 6 Name and title of officer or other employee issuer or designated contact person whom the IRS may call for more information 7 Telephone number of officer or legal representative Part II Description of Obligations Check one: a single issue or a consolidated return • 8a Issue price of obligation(s) (see instructions) 8a 1 84,858 00 b Issue date (single issue) or calendar date (consolidated). Enter date in mm /dd/yyyy format (for example, 01/01/2009) (see instructions) 10/25/2013 9 Amount of the reported obligation(s) on line 8a that is: a For leases for vehicles 9a b For leases for office equipment 9b c For leases for real property 9c d For leases for other (see instructions) 9d 84,856 00 e For bank loans for vehicles 9 f For bank loans for office equipment 9f g For bank loans for real property 9q h For bank loans for other (see instructions) 9h I Used to refund prior issue(s) 91 j Representing a loan from the proceeds of another tax - exempt obligation (for example, bond bank) 91 k Other 9k 10 If the issuer has designated any issue under section 265(b)(3)(B)(0(III) (small issuer exception), check this box 11 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check this box (see Instructions) 12 Vendor's or bank's name: Kansas State Bank of Manhattan 13 Vendors or bank's employer identification number: 48 :0760380 Under penalties of perjury. I declare that I have examined this retum and accompanying schedules and statements, and to the best of my knowledge and belief, Signature they are true, correct, and complete. I f er declare that I consent to the IRS's disclosure of the issuer's return information, s necessary to process this um, to the person that ve authorized above. and -Q�,(�(_ QSZ • ` Consent �(� .,) f I l &, l I3 1 L1 r2 Vi Signature of issuer's authorize• 7 • r - sentative Date Type or print name and tide Print/Type preparers name • repar rs signature Date PTIN Paid H. Evan Howe !. �,,,,_, ma Check 8 Preparer -' " "' " "° - 10/17/2013 self employed P01438994 Use Only Firm's Name Baystone Financial LLC Firm's EIN 48- 1223987 Firm's Address 5350 College Blvd., Overland Park, KS 66211 Phone no. (800) 752-3562 General Instructions Who Must File a a penalty y p ty in lieu of arbitrage rebate (see the Section references am to the Internal Revenue Issuers of tax - exempt govemmentai obligations line 11 instructions). Code unless otherwise noted. with issue prices of less than $100,000 must file Filing a consolidated return for multiple What's New Form 8038 -GC. issues. For all tax - exempt governmental The IRS has created a page on IRS.gov for Issuers of a tax-exempt governmental obligation obligations with issue prices of less than information about the Form 8038 series and Its with an issue price of $100,000 or more must file $100,000 that are not reported on a separate instructions, at tvww.irs.gov/form8038. Form 8038 -G, Information Retum for Tax- Form 8038 -GC, an issuer must file a Information about any future developments Exempt Governmental Obligations. consolidated information return including all affecting the Form 8038 series (such as Filing a separate retum for a single Issue. such issues issued within the calendar year. legislation enacted aftrer we release it) will be Issuers have the option to file a separate Form Thus, an issuer may file a separate Form 8038 - posted on that page. 8038 -GC for any tax- exempt governmental GC for each of a number of small issues and Purpose of Form obligation with an issue price of less than report the remainder of small issues issued $100,000. during the calendar year on one consolidated Form 8038 -GC is used by the issuers of tax- Form 8038 -GC. However, if the issue is a exempt governmental obligations to provide the An issuer of a tax- exempt bond used to finance construction issue, a separate Form 8038 -GC IRS with the information required by section construction expenditures must file a separate q y Form 8038 -GC for each issue to give notice to must be filed to give the IRS notice of the 149(e) and to monitor the requirements of the IRS that an election was made to election to pay a penalty in lieu of arbitrage sections 141 through 150. rebate. Cat No. 64108B Form 8038 -GC (Rev. 1 -2012) 8038 REVIEW FORM The 8038 form attached hereto is an important part of the documentation package and must be properly filled out and submitted to the Department of the Treasury in order for you to receive the lower tax exempt rate. Unless you instruct us otherwise, we have engaged a Paid Preparer to assist in the filling out of this form. The Paid Preparer has filled out the relevant portions of this form based on the current understanding of what is required by the Department of the Treasury. The responses on this 8038 form are based on the dates and amounts which you have requested (structure of the transaction) and which are on the Payment Schedule. 1. Please review our responses for accuracy. If anything is Inaccurate, please contact our office so that we can make proper revisions. 2. If the information provided to you on this form is accurate, please sign where indicated and return with the document package. 3. If there are any changes to the structure of the transaction that occur prior to funding which require a change to the 8038 form, we will make such changes and provide notification to you. 4. We will return to you a copy of the 8038 form that was mailed to the Department of the Treasury. For additional guidance on this 8038 form, you can refer to the Documentation Instructions located on the following government website: http: / /www.irs.govi app /picklist /list /formslnstructions.html, or contact your local IRS office. St'ateBank INVOICE BILL TO: City of Riverside, Missouri INVOICE DATE: October 17, 2013 Attn: Accounts Payable CONTRACT NUMBER: 3345814 2950 NW Vivion Rd PAYMENT AMOUNT: $13,000.00 Riverside, Missouri 64150 PAYMENT DUE DATE: At Closing DESCRIPTION AMOUNT Contract Payment $13,000.00 Government Obligation Contract Dated as of October 25, 2013 for One (1) 2013 E35 ZTS Bobcat Compact Excavator with 24" Severe Duty Bucket and One (1) 2013 S750 Bobcat Skid Steer Loader with 80" C/I Heavy Duty Bucket with Bolt On Teeth and 80" Bolt On Cutting Edge Additional interest will be assessed on any payment received after the due date. $13,000.00 TOTAL DUE Please remit payment to: Kansas State Bank Government Finance Dept. P.O. Box 69 �� 3 3� Oa 0 44 pc.) / Manhattan, KS 66505 0069 J&4 sec./ 6 For inquiries: (877) 587 4054 7 .e. 7w LCti J A ` ° RO ® CERTIFICATE OF PROPERTY INSURANCE DATEIMYY) 10/244/20/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. If thls certificate Is being prepared for a party who has an Insurable Interest In the property, do not use this form. Use ACORD 27 or ACORD 28. PRODUCER CONTACT Janet Pittenger Cowell Insurance Group Inc. PHONE (816)778 -0742 I 1A/G . Not: 1616) 413 10525 NW Ambassador Drive Suite 301 AD DRESS : @cowellins.com Kansas City MO 64153 e i $°mMFR 1n• 00000569 INSURER(S) AFFORDING COVERAGE NAIC F INSURED INSURERA:EmplOyere Mutual Casualty 21415 City of Riverside 2950 NW Vivion Road INSURER 13 INSURERC: INSURER 0: Riverside MO 64150 INSURERE: INSURER F COVERAGES CERTIFICATE NUMBER:13 - 14 114 REVISION NUMBER: LOCATION OF PREMISES 1 DESCRIPTION OF PROPERTY (Attach ACORD 101, Additional Remarks Schedule, 11 more space Is required) THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT IMTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INBR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION COVERED PROPERTY LIMITS LTR DATE IMMIDDIYYYY) DATE(MMIODIYYYY) PROPERTY BUILDING S — CAUSES OF LOSS DEDUCTIBLES PERSONAL PROPERTY $ BASIC BUILDING BUSINESS INCOME $ — BROAD CONTENTS EXTRA EXPENSE $ SPECIAL RENTAL VALUE $ EARTHQUAKE BLANKET BUILDING $ LAND BLANKET PERS PROP $ FLOOD BLANKET BLDG S PP $ _ E $ A ]{ INLAND MARINE TYPE OF POLICY j( See AllaUwd $ See Attanhec CAUSES OF LOSS 51000 Deducible per $ NAMED PERILS POLICY NUMBER occurrence $ X Special Perils 107552614 5/29/2013 5/29/2014 $ CRIME _ 5 TYPE OF POLICY $ _ $ BOILER a MACHINERY i EQUIPMENT BREAKDOWN $ $ $ SPECIAL CONDITIONS I OTHER COVERAGES (A11aehACORD 101, Addlllonal Remarks Schedule, I1 more space 1s required/ Kansas State Bank and /ot Its Assigns is named as loss payee per the attached. CERTIFICATE HOLDER CANCELLATION (785)587 jlienemann9ksstatebank. nem SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Kansas State Bank of Manhattan ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 69 Manhattan, KS 66505 -0069 AUTHORIZED REPRESENTATIVE Janet Pittenger /JANET ACORD 24 (2009109) 01996.2009 ACORD CORPORATION. All rights reserved. INS024 mum The ACORD name and logo are registered marks of ACORD Policy Change Request Cowell Insurance Group Inc. 10525 NW Ambassador Drive 10/24/2013 Suite 301 C13102400126 Kansas City MO 64153 COMPANY First Request INSURED Employers Mutual Casualty City of Riverside P.O. Box 25470 2950 NW Vivion Road Overland Park KS 66225 Riverside MO 64150 REGARDING POLICY NUMBER Equipment Floater Change 1c7552614 EFFECTIVE DATE OF CHANGE POLICY PERIOD 10/21/2013 5/29/2013 - 5/29/2014 DESCRIPTION Delete: Items 844 and 845 Add: 2013 9750 Bobcat Skid Steer Loader 8ATD213109 with 80" C/I Tooth Bucket & 80 "C /I Heavy Duty Bucket with Bolt on Teeth and 80" Bolt on Cutting Edge and 80" C/I Smooth Bucket at $46,414 Add: 2013 E -35 EPS Bobcat Compact Excavator 8A93K17422 with Hydraulic Clamp 8At7d103417 and 24 "Severe Duty Bucket 81073191 at $38,442 Loss Payee on both: Kansas State Bank and /or Its Assigns PO Box 69 Manhattan, K9 66505 -0069 Lease 810 331 000 44001 RECIPIENT ATTN: FROM: .'ane' Pif. tenyer Phone Cowell Insurance Group inc (016) 178 0/47 - Fax' (815) - 442') jpiLtenper' cowollsns. rom MOPERM STATEMENT OF LIABILITY COVERAGE MEMBER AGENCY: INTERESTED PARTY: KANSAS STATE BANK OF MANHATTAN CITY OF RIVERSIDE AND /OR ITS ASSIGNS 2950 NW VIVION RD PO BOX 69 RIVERSIDE MO 64150 1010 WESTLOOP MANHATTAN KS 66505 -0069 Memorandum Coverage Period: 12:01 a.m. 1 -1 -2013 to 12:01 a.m. 1 -1 -2014 Memorandum Number: 1002 I Policy Number: LP- 1002 - 201301 GENERAL LIABILITY $2,000,000 PER OCCURRENCE as set forth in Section II of the Memorandum of Coverage. Comprehensive Form including: • Premise and Operations • Underground, Explosion and Collapse Hazards • Contractual • Products /Complete Operations • Broad Form Property Damage • Nurses' Malpractice Liability • Garage Liability • Public Officials Errors and Omissions • Owned, Non Owned or Hired Automobiles • Personal Injury THE INTERESTED PARTY SHOWN ABOVE IS INCLUDED AS: Additional Covered Party DESCRIPTION OF OPERATIONS /LOCATIONSNEHICLES /SPECIAL ITEMS: 2013 5750 Bobcat Skid Steer Loader #ATDZ13109 2013 E -35 ZTS Bobcat Compact Excavator #A93K17422 with Hydraulic Clamp #AFM103417 and 24" Severe Duty Bucket #1073191 Should the above described memorandum be cancelled before the expiration date thereof, MOPERM will endeavor to mail written notice to the Interested Party shown above, but failure to mail such notice shall impose no obligation or liability of any kind upon MOPERM or its representatives. Issued by Missouri Public Entity Risk Management Fund (MOPERM). P.O. Box 7110, Jefferson City, MO 65102 By: 0, ,( - Date: 10 -29 -2013 M602A (Ed. 1 -00) INSURANCE REQUIREMENTS Pursuant to Article V of the Government Obligation Contract, you have agreed to provide us evidence of insurance covering the Equipment. A Certificate of Insurance listing the information stated below should be sent to us no later than the date on which the equipment is delivered. Insured: Certificate Holder: City of Riverside, Missouri Kansas State Bank of Manhattan 2950 NW Vivion Rd 1010 Westloop, P.O. Box 69 Riverside, Missouri 64150 Manhattan, Kansas 66505 0069 1. Equipment Description One (1) 2013 E35 ZTS Bobcat Compact Excavator with 24" Severe Duty Bucket and One (1) 2013 5750 Bobcat Skid Steer Loader with 80" C/I Heavy Duty Bucket with Bolt On Teeth and 80" Bolt On Cutting Edge Please include all applicable VIN's, serial numbers, etc. 2. Deductible The deductible amounts on the insurance policy should not exceed $25,000.00. 3. Physical Damage All risk coverage to guarantee proceeds of at least $84,856.00. 4. Liability Minimum Combined Single Limit of $1,000,000.00 combined single limit on bodily injury and property damage. 5. Additional Insured and Loss Payee Kansas State Bank and /or Its Assigns MUST be listed as additional insured and loss payee. Please forward certificate as soon as possible to: Fax: (785) 587 4016 or Email: jlienemann @ksstatebank.com Please complete the Information below and return this form along with the Contract. City of Riverside, Missouri —r^ Insurance Company: fli tJ 1 , G, �Jli Agent's Name: ri) (' j S RA/fit/2> Telephone #: Ru( -J 7 ? — 0 7 z Fax #: it J — /c2 -av: 7 Address: /O a5 k L3 7 4 5 7 1 6 0 4 . ) City, State Zip: 2 S 0.r- 0 Email: ditiI Co IQ,N 2 co u - 1 I 0 , Sa ccerSo h C , MO 1S on a te\nonc - 53W - 389 --gi 7g l ate - gam neap aotD �� DOCUMENTATION INSTRUCTIONS The instructions listed below should be followed when completing the enclosed documentation. Documentation completed improperly will delay funding. If you have any questions regarding the Conditions to Funding, Instructions or the documentation, please call us at (877) 587 4054. I. Attached Documentation 1. Government Obligation Contract An authorized individual that is with the Obligor should sign on the first space provided. A second authorized individual that is with the Obligor should attest the previous signature on the space provided. 2. Exhibit A — Description of Equipment Review equipment description. Complete serial number/VIN if applicable. List the location where the equipment will be located after delivery/installation. 3. Exhibit B — Payment Schedule Sign and print name and title 4. Insurance Requirements Complete insurance company contact information where indicated. 5. Debit Authorization — (Preferred) Complete form and attach a voided check 6. 8038GC IRS Form Please read 8038 Review Form In Box 2, type Employer Identification Number Sign and print name and title II. Additional Documentation Required 1. First payment check as stated on attached Invoice 2. Insurance Certificate as stated on the Insurance Requirements Form 3. Vendor Invoice for the amount to finance listing applicable SN/VIN, down payment, trade, etc. III. Condition to Funding If, for any reason: (i) the required documentation is not returned by December 16, 2013, is incomplete, or has unresolved issues relating thereto, or (ii) on, or prior to the return of the documentation, there is a change of circumstance which adversely affects the expectations, rights or security of the Obligee or its assignees; then Obligee or its assignees reserve the right to adjust the quoted interest rate or withdraw /void its offer to fund this transaction in its entirety. All documentation should be returned to: Kansas State Bank of Manhattan 1680 Charles Place Manhattan, Kansas 66502 Small Ticket Non App BO GOVERNMENT OBLIGATION CONTRACT Obligor Obligee City of Riverside, Missouri Kansas State Bank of Manhattan 2950 NW Vivion Rd 1010 Westloop; P.O. Box 69 Riverside, Missouri 64150 Manhattan, Kansas 66505 0069 Dated as of October 25, 2013 This Government Obligation Contract dated as of the date listed above is between Obligee and Obligor listed directly above. Obligee desires to finance the purchase of the Equipment described in Exhibit A to Obligor and Obligor desires to have Obligee finance the purchase of the Equipment subject to the terms and conditions of this Contract which are set forth below. Definitions Section 1.01 Definitions. The following terms will have the meanings indicated below unless the context clearly requires otherwise: "Additional Schedule" refers to the proper execution of additional schedules to Exhibit A and Exhibit B, as well as other exhibits or documents that may be required by the Obligee all of which relate to the financing of additional Equipment. "Budget Year" means the Obligor's fiscal year. "Commencement Date" iz the date when Obligor's obligation to pay Contract Payments begins. "Contract" means this Government Obligation Contract and all Exhibits attached hereto, all addenda, modifications, schedules, refinancings, guarantees and all documents relied upon by Obligee prior to execution of this Contract. "Contract Payments" means the payments Obligor is required to make under this Contract as set forth on Exhibit B. "Contract Term" means the Original Term and all Renewal Terms. "Exhibit" includes the Exhibits attached hereto, and any " Additional Schedule", whether now existing or subsequently created. "Equipment" means all of the Items of Equipment listed on Exhibit A and any Additional Schedule, whether now existing or subsequently created, and all replacements, restorations, modifications and improvements. "Government" as used In the title hereof means a State or a political subdivision of the State within the meaning of Section 103(a) of the Internal Revenue Code of 1986, as amended ( "Code "), or a constituted authority or district authorized to issue obligations on behalf of the State or political subdivision of the State within the meaning of Treasury Regulation 1.103 1(b), or a qualified volunteer fire company within the meaning of section 150(e)(1) of the Code. "Obligee means the entity originally listed above as Obligee or any of its assignees. "Obligor" means the entity listed above as Obligor and which Is financing the Equipment through Obligee under the provisions of this Contract. "Original Term" means the period from the Commencement Date until the end of the Budget Year of Obligor. "Purchase Price" means the total cost of the Equipment, Including all delivery charges, installation charges, legal fees, financing costs, recording and filing fees and other costs necessary to vest full, clear legal title to the Equipment in Obligor, subject to the security interest granted to and retained by Obligee as set forth in this Contract, and otherwise incurred in connection with the financing of this Equipment. "Renewal Term° means the annual term which begins at the end of the Original Term and which is simultaneous with Obligor's Budget Year and each succeeding Budget Year for the number of Budget Years necessary to comprise the Contract Term. "State" means the state in which Obligor is located. II. Obligor Warranties Section 2.01 Obligor represents, warrants and covenants as follows for the benefit of Oblippe or its asslenees: (a) Obligor is an "issuer of tax exempt obligations" because Obligor is the State or a political subdivision of the State within the meaning of Section 103(a) of the Internal Revenue Code of 1986, as amended, (the "Code ") or because Obligor is a constituted authority or district authorized to issue obligations on behalf of the State or political subdivision of the State within the meaning of Treasury Regulation 1.103 1(b), or a qualified volunteer fire company within the meaning of section 150(e)(1) of the Code. (b) Obligor has complied with any requirement for a referendum and /or competitive bidding. (c) Obligor has complied with all statutory laws and regulations that may be applicable to the execution of this Contract; Obligor, and its officer executing this Contract, are authorized under the Constitution and laws of the State to enter into this Contract and have used and followed all proper procedures of its governing body in executing and delivering this Contract. The officer of Obligor executing this Contract has the authority to execute and deliver this Contract. This Contract constitutes a legal, valid, binding and enforceable obligation of the Obligor in accordance with its terms. (d) Obligor shall use the Equipment only for essential, traditional government purposes. (e) Should the IRS disallow the tax exempt status of the interest portion of the Contract Payments as a result of the failure of the Obligor to use the Equipment for governmental purposes, or should the Obligor cease to be an issuer of tax exempt obligations, or should the obligation of Obligor created under this Contract cease to be a tax exempt obligation for any reason, then Obligor shall be required to pay additional sums to the Obligee or its assignees so as to bring the after tax yield on this Contract to the same level as the Obligee or its assignees would attain if the transaction continued to be tax exempt. (1) Obligor has never non appropriated funds under a contract similar to this Contract. (g) Obligor will submit to the Secretary of the Treasury an information reporting statement as required by the Code. (h) Upon request by Obligee, Obligor will provide Obligee with current financial statements, reports, budgets or other relevant fiscal information. (i) Obligor shall retain the Equipment free of any hazardous substances as defined In the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et. seq. as amended and supplemented. (j) Obligor hereby warrants the General Fund of the Obligor is the primary source of funds or a backup source of funds from which the Contract Payments will be made. (k) Obligor presently intends to continue this Contract for the Original Term and all Renewal Terms as set forth on Exhibit B hereto. The official of Obligor responsible for budget preparation will include in the budget request for each Budget Year the Contract Payments to become due in such Budget Year, and will use all reasonable and lawful means available to secure the appropriation of money for such Budget Year sufficient to pay the Contract Payments coming due therein. Obligor reasonably believes that moneys can and will lawfully be appropriated and made available for this purpose. (I) Obligor has selected both the Equipment and the vendor(s) from whom the Equipment is to be purchased upon its own judgment and without reliance on any manufacturer, merchant, vendor or distributor, or agent thereof, of such equipment to the public. (m) Obligor owns free and clear of any liens any additional collateral pledged, subject only to the Ilen described herein; Obligor has not and will not, during the Contract Term, create, permit, Incur or assume any levies, liens or encumbrances of any kind with respect to the Equipment and any additional collateral except those created by this Contract. Section 7,01 Escrow Agreement. In the event both Obligee and Obligor mutually agree to utilize an Escrow Account, then immediately following the execution and delivery of this Contract, Obligee and Obligor agree to execute and deliver and to cause Escrow Agent to execute and deliver the Escrow Agreement. This Contract shall take effect only upon execution and delivery of the Escrow Agreement by the parties thereto. Obligee shall deposit or cause to be deposited with the Escrow Agent for credit to the Equipment Acquisition Fund the sum of N /A, which shall be held, invested and disbursed in accordance with the Escrow Agreement. III. Acquisition of Equipment, Contract Payments and the Purchase Option Price $ectionn 3.01 Ambition and Acceptance. Obligor shall be solely responsible for the ordering of the Equipment and for the delivery and installation of the Equipment. Execution of the Acceptance Certificate or, alternatively, Payment Request and Equipment Acceptance Form, by a duly authorized representative of Obligor, shall constitute acceptance of the Equipment on behalf of the Obligor. Section 1,07 Contract Pa m n s. Obligor shall pay Contract Payments exclusively to Obligee or its assignees In lawful, legally available money of the United States of America. The Contract Payments shall be sent to the location specified by the Obligee or its assignees. The Contract Payments shall constitute a current expense of the Obligor and shall not constitute an indebtedness of the Obligor. The Contract Payments, payable without notice or demand, are due as set forth on Exhibit B. Obligee shall have the option to charge Interest at the highest lawful rate on any Contract Payment received later than the due date for the number of days that the Contract Payment(s) were late, plus any additional accrual on the outstanding balance for the number of days that the Contract Payment(s) were late. Obligee shall also have the option, on monthly payments only, to charge a late fee of up to 10% of the monthly Contract Payment that is past due. Furthermore, Obligor agrees to pay any additional fees /costs incurred by Obligee relating to Obligors requirement that a certain payment mechanism be utilized. Once all amounts due Obligee hereunder have been received, Obligee will release any and all of its rights, title and interest in the Equipment. SECTION 3.03 Contract Payments Unconditional. Except as provided under Section 4.01,THE OBLIGATIONS OF OBLIGOR TO MAKE CONTRACT PAYMENTS AND TO PERFORM AND OBSERVE THE OTHER COVENANTS CONTAINED IN THIS CONTRACT SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET OFF, OR SUBJECT TO DEFENSE OR COUNTERCLAIM. Section 3.04 Purchase Option Price. Upon thirty (30) days written notice, Obligor shall have the option to pay, in addition to the Contract Payment, the corresponding Purchase Option Price which Is listed on the same line on Exhibit B. This option is only available to the Obligor on the Contract Payment date and no partial prepayments are allowed. If Obligor chooses this option and pays the Purchase Option Price to Obligee then Obligee will transfer any and all of its rights, title and interest In the Equipment to Obligor. Sertion 3.05 Contract Term. The Contract Term shall be the Original Term and all Renewal Terms until all the Contract Payments are paid as set forth on Exhibit B except as provided under Section 4.01 and Section 9.01 below. If, after the end of the budgeting process which occurs at the end of the Original Term or any Renewal Term, Obligor has not non appropriated as provided for in this Contract then the Contract Term shall be extended into the next Renewal Term and the Obligor shall be obligated to make all the Contract Payments that come due during such Renewal Term. Section 3.06 Disclaimer of Warranties. OBLIGEE MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR ANY OTHER WARRANTY WITH RESPECT TO THE EQUIPMENT. OBLIGEE IS NOTA MANUFACTURER, VENDOR OR DISTRIBUTER, OR AGENTTHEREOF, OF SUCH EQUIPMENT; NOR 15 OBLIGEE A MERCHANT OR IN THE BUSINESS OF DISTRIBUTING SUCH EQUIPMENT TO THE PUBLIC. OBLIGEE SHALL NOT BE LIABLE FOR ANY INCIDENTAL INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE ARISING OUT OF THE INSTALLATION, OPERATION, POSSESSION, STORAGE OR USE OF THE EQUIPMENT BY OBLIGOR. IV. Non Appropriation Section 4.01 Non Appropriation. If insufficient funds are available in Obligor's budget for the next Budget Year to make the Contract Payments for the next Renewal Term and the funds to make such Contract Payments are otherwise unavailable by any lawful means whatsoever, then Obligor may non appropriate the funds to pay the Contract Payments for the next Renewal Term. Such non appropriation shall be evidenced by the passage of an ordinance or resolution by the governing body of Obligor specifically prohibiting Obligor from performing its obligations under this Contract and from using any moneys to pay the Contract Payments due under this Contract for a designated Budget Year and all subsequent Budget Years. If Obligor non appropriates, then all obligations of the Obligor under this Contract regarding Contract Payments for all remaining Renewal Terms shall be terminated at the end of the then current Original Term or Renewal Term without penalty or liability to the Obligor of any kind provided that if Obligor has not delivered possession of the Equipment to Obligee as provided herein and conveyed to Obligee or released its interest in the Equipment by the end of the last Budget Year for which Contract Payments were paid, the termination shall nevertheless be effective but Obligor shall be responsible for the payment of damages in an amount equal to the amount of the Contract Payments thereafter coming due under Exhibit B which are attributable to the number of days after such Budget Year during which Obligor fails to take such actions and for any other loss suffered by Obligee as a result of Obligor's failure to take such actions as required. Obligor shall immediately notify the Obligee as soon as the decision to non appropriate is made. If such non appropriation occurs, then Obligor shall deliver the Equipment to Obligee as provided below in Section 9.04. Obligor shall be liable for all damage to the Equipment other than normal wear and tear. If Obligor fails to deliver the Equipment to Obligee, then Obligee may enter the premises where the Equipment is located and take possession of the Equipment and charge Obligor for costs incurred. If Obligor non appropriates under this section, then Obligor shall not purchase, lease or rent Equipment performing same or similar functions to those performed by the Equipment for a period of 360 days unless otherwise prohibited by public policy considerations. V. Insurance, Damage, Insufficiency of Proceeds Section 5.01 Insuranre, Obligor shall maintain both casualty insurance and liability insurance at its own expense with respect to the Equipment. Obligor shall be solely responsible for selecting the insurer(s) and for making all premium payments and ensuring that all policies are continuously kept in effect during the period when Obligor is required to make Contract Payments. Obligor shall provide Obligee with a Certificate of Insurance which lists the Obligee and /or assigns as a loss payee and an additional Insured on the policies with respect to the Equipment. (a) Obligor shall insure the Equipment against any loss or damage by fire and all other risks covered by the standard extended coverage endorsement then in use in the State and any other risks reasonably required by Obligee in an amount at least equal to the then applicable Purchase Option Price of the Equipment. Alternatively, Obligor may insure the Equipment under a blanket insurance policy or policies. (b) The liability insurance shall insure Obligee from liability and property damage in any form and amount satisfactory to Obligee. (c) Obligor may self insure against the casualty risks and liability risks described above. If Obligor chooses this option, Obligor must furnish Obligee with a certificate and /or other documents which evidences such coverage. (d) All insurance policies issued or affected by this Section shall be so written or endorsed such that the Obligee and its assignees are named additional insureds and loss payees and that all losses are payable to Obligor and Obligee or its assignees as their Interests may appear. Each policy Issued or affected by this Section shall contain a provision that the insurance company shall not cancel or materially modify the polity without first giving thirty (30) days advance notice to Obligee or its assignees. Obligor shall furnish to Obligee certificates evidencing such coverage throughout the Contract Term. Section 5.02 Damage to or Destruction of Equipment. Obligor assumes the risk of loss or damage to the Equipment. If the Equipment or any portion thereof is lost, stolen, damaged, or destroyed by fire or other casualty, Obligor will Immediately report all such losses to all possible Insurers and take the proper procedures to obtain all insurance proceeds. At the option of Obligee, Obligor shall either (1) apply the Net Proceeds to replace, repair or restore the Equipment or (2) apply the Net Proceeds to the applicable Purchase Option Price. For purposes of this Section and Section 5.03, the term Net Proceeds shall mean the amount of Insurance proceeds collected from all applicable insurance policies after deducting all expenses incurred in the collection thereof. Section 5.03 Insufficiency of Net Proceeds. If there are no Net Proceeds for whatever reason or if the Net Proceeds are Insufficient to pay in full the cost of any replacement, repair, restoration, modification or Improvement of the Equipment, then Obligor shall, at the option of Obligee, either (1) complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds or (2) apply the Net Proceeds to the Purchase Option Price and pay the deficiency, if any, to the Obligee. 5ectlon 5.04 Obligor Negligence. Obligor assumes all risks and liabilities, whether or not covered by insurance, for loss or damage to the Equipment and for injury to or death of any person or damage to any property whether such injury or death be with respect to agents or employees of Obligor or of third parties, and whether such property damage be to Obligor's property or the property of others including, without limitation, liabilities for loss or damage related to the release or threatened release of hazardous substances under the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act or similar or successor law or any State or local equivalent now existing or hereinafter enacted which in any manner arise out of or are incident to any possession, use, operation, condition or storage of any Equipment by Obligor), which is proximately caused by the negligent conduct of Obligor, Its officers, employees and agents. Section 5.05 Indemnification. Obligor hereby assumes responsibility for and agrees to reimburse Obligee for all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses (including reasonable attorneys' fees) of whatsoever kind and nature, imposed on, incurred by or asserted against Obligee that in any way relate to or arise out of a claim, suit or proceeding, based in whole or in part upon the negligent conduct of Obligor, its officers, employees and agents, or arose out of installation, operation, possession, storage or use of any item of the Equipment, to the maximum extent permitted by law. VI. Title and Security Interest Section 6.01 Title. Title to the Equipment shall vest in Obligor when Obligor acquires and accepts the Equipment. Title to the Equipment will automatically transfer to the Obligee in the event Obligor non appropriates under Section 4.01 or In the event Obligor defaults under Section 9.01. In such event, Obligor shall execute and deliver to Obligee such documents as Obligee may request to evidence the passage of legal title to the Equipment to Obligee. Section 6.02 Security Interest, To secure the payment of all Obligor's obligations under this Contract, as well as all other obligations, debts and liabilities, plus interest thereon, whether now existing or subsequently created, Obligor hereby grants to Obligee a security interest under the Uniform Commercial Code constituting a first lien on the Equipment described more fully on Exhibit A, including any and all additional collateral listed on any other Exhibit A. The security interest established by this section includes not only all additions, attachments, repairs and replacements to the Equipment but also all proceeds therefrom. Obligor authorizes Obligee to prepare and record any Financing Statement required under the Uniform Commercial Code to perfect the security interest created hereunder. Obligor agrees that any Equipment listed on Exhibit A is and will remain personal property and will not be considered a fixture even If attached to real property. VII. Assignment 5ectinn 7.01 Assignment by Obligee. All of Obligee's rights, title and /or interest in and to this Contract may be assigned and reassigned in whole or In part to one or more assignees or sub assignees by Obligee at any time without the consent of Obligor. No such assignment shall be effective as against Obligor until the assignor shall have filed with Obligor written notice of assignment identifying the assignee. Obligor shall pay all Contract Payments due hereunder relating to such Equipment to or at the direction of Obligee or the assignee named In the notice of assignment. Obligor shall keep a complete and accurate record of all such assignments. Section 7.02 Assignment by Obligor. None of Obligor's right, title and interest under this Contract and in the Equipment may be assigned by Obligor unless Obligee approves of such assignment in writing before such assignment occurs and only after Obligor first obtains an opinion from nationally recognized counsel stating that such assignment will not jeopardize the tax exempt status of the obligation. VIII. Maintenance of Equipment Section 8.01 Fauioment. Obligor shall keep the Equipment in good repair and working order, and as required by manufacturer's and warranty specifications. If Equipment consists of copiers, Obligor is required to enter into a copier maintenance /service agreement. Obligee shall have no obligation to Inspect, test, service, maintain, repair or make improvements or additions to the Equipment under any circumstances. Obligor will be liable for all damage to the Equipment, other than normal wear and tear, caused by Obligor, Its employees or its agents. Obligor shall pay for and obtain all permits, licenses and taxes necessary for the Installation, operation, possession, storage or use of the Equipment. If the Equipment includes any titled vehicle(s), then Obligor is responsible for obtaining such title(s) from the State and also for ensuring that Obligee is listed as First Lienholder on all of the title(s). Obligor shall not use the Equipment to haul, convey or transport hazardous waste as defined in the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et. seq. Obligor agrees that Obligee or Its Assignee may execute any additional documents including financing statements, affidavits, notices, and similar instruments, for and on behalf of Obligor which Obligee deems necessary or appropriate to protect Obligee's interest in the Equipment and in this Contract. Obligor shall allow Obligee to examine and Inspect the Equipment at all reasonable times. Ix. Default Section 9.01 Events of Default defined. The following events shall constitute an "Event of Default" under this Contract: (a) Failure by Obligor to pay any Contract Payment listed on Exhibit 8 for fifteen (15) days after such payment is due according to the Payment Date listed on Exhibit B. (b) Failure to pay any other payment required to be paid under this Contract at the time specified herein and a continuation of said failure for a period of fifteen (15) days after written • notice by Obligee that such payment must be made. If Obligor continues to fail to pay any payment after such period, then Obligee may, but will not be obligated to, make such payments and charge Obligor for all costs incurred plus Interest at the highest lawful rate. (c) Failure by Obligor to observe and perform any warranty, covenant, condition, promise or duty under this Contract for a period of thirty (30) days after written notice specifying such failure is given to Obligor by Obligee, unless Obligee agrees in writing to an extension of time. Obligee will not unreasonably withhold its consent to an extension of time if corrective action is instituted by Obligor. Subsection (c) does not apply to Contract Payments and other payments discussed above. (d) Any statement, material omission, representation or warranty made by Obligor In or pursuant to this Contract which proves to be false, incorrect or misleading on the date when made regardless of Obligor's intent and which materially adversely affects the rights or security of Obligee under this Contract. (e) Any provision of t his Contract which ceases to be valid for whatever reason and the loss of such provision would materially adversely affect the rights or security of Obligee. (0 Except as provided In Section 4.01 above, Obligor admits in writing its inability to pay its obligations. (g) Obligor defaults on one or more of its other obligations. (11) Obligor becomes Insolvent, is unable to pay its debts as they become due, makes an assignment for the benefit of creditors, applies for or consents to the appointment of a receiver, trustee, conservator, custodian, or liquidator of Obligor, or all or substantially all of its assets, or a petition for relief Is filed by Obligor under federal bankruptcy, insolvency or similar laws, or is filed against Obligor and is not dismissed within thirty (30) days thereafter. $ ection 9.02 Remedies on Default. Whenever any Event of Default exists, Obligee shall have the right to take one or any combination of the following remedial steps: (a) With or without terminating this Contract, Obligee may declare all Contract Payments and other amounts payable by Obligor hereunder to the end of the then current Budget Year to be immediately due and payable. (b) With or without terminating this Contract, Obligee may require Obligor at Obligor's expense to redeliver any or all of the Equipment and any additional collateral to Obligee as provided below in Section 9.04. Such delivery shall take place within fifteen (15) days after the Event of Default occurs. If Obligor fails to deliver the Equipment and any additional collateral, Obligee may enter the premises where the Equipment and any additional collateral is located and take possession of the Equipment and any additional collateral and charge Obligor for cost incurred. Notwithstanding that Obligee has taken possession of the Equipment and any additional collateral, Obligor shall still be obligated to pay the remaining Contract Payments due up until the end of the then current Original Term or Renewal Term. Obligor will be liable for any damage to the Equipment and any additional collateral caused by Obligor or its employees or agents. (c) Obligee may take whatever action at law or in equity that may appear necessary or desirable to enforce its rights. Obligor shall be responsible to Obligee for all costs Incurred by Obligee in the enforcement of its rights under this Contract including, but not limited to, reasonable attorney fees. 5ertinn 9.03 No Remedy Exclusive. No remedy herein conferred upon or reserved to Obligee is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Contract now or hereafter existing at law or In equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or shall be construed to be a waiver thereof. Section 9.04 Return of Equipment and Storage. (a) Surrender: The Obligor shall, at its own expense, surrender the Equipment, any Additional Collateral and all required documentation to evidence transfer of title from Obligor to the Obligee in the event of a default or a non appropriation by delivering the Equipment and any Additional Collateral to the Obligee to a location accessible by common carrier and designated by Obligee. In the case that any of the Equipment and any Additional Collateral consists of software, Obligor shall destroy all intangible items constituting such software and shall deliver to Obligee all tangible items constituting such software. At Obligee's request, Obligor shall also certify in a form acceptable to Obligee that Obligor has complied with the above software return provisions and that they will immediately cease using the software and that they shall permit Obligee and /or the vendor of the software to Inspect Obligor's locations to verify compliance with the terms hereto. (b) Delivery: The Equipment and any Additional Collateral shall be delivered to the location designated by the Obligee by a common carrier unless the Obligee agrees In writing that a common carrier Is not needed. When the Equipment and any Additional Collateral is delivered into the custody of a common carrier, the Obligor shall arrange for the shipping of the item and its Insurance in transit in accordance with the Obligee's instructions and at the Obligor's sole expense. Obligor at its expense shall completely sever and disconnect the Equipment and any Additional Collateral or Its component parts from the Obligor's property all without liability to the Obligee. Obligor shall pack or crate the Equipment and any Additional Collateral and all of the component parts of the Equipment and any Additional Collateral carefully and in accordance with any recommendations of the manufacturer. The Obligor shall deliver to the Obligee the plans, specifications, operation manuals or other warranties and documents furnished by the manufacturer or vendor on the Equipment and any Additional Collateral and such other documents in the Obligor's possession relating to the maintenance and methods of operation of such Equipment and any Additional Collateral. (c) Condition: When the Equipment is surrendered to the Obligee it shall be in the condition and repair required to be maintained under this Contract. It will also meet all legal regulatory conditions necessary for the Obligee to sell or lease it to a third party and be free of all liens. If Obligee reasonably determines that the Equipment or an item of the Equipment, once it is returned, is not in the condition required hereby, Obligee may cause the repair, service, upgrade, modification or overhaul of the Equipment or an item of the Equipment to achieve such condition and upon demand, Obligor shall promptly reimburse Obligee for all amounts reasonably expended in connection with the foregoing. (d) Storage: Upon written request by the Obligee, the Obligor shall provide free storage for the Equipment and any additional collateral for a period not to exceed 60 days after the expiration of the Contract Term before returning it to the Obligee. The Obligor shall arrange for the Insurance described to continue in full force and effect with respect to such item during its storage period and the Obligee shall reimburse the Obligor on demand for the incremental premium cost of providing such Insurance. X. Miscellaneous Section 10.01 Notices. All notices shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, to the parties at their respective places of business as first set forth herein or as the parties shall designate hereafter In writing. Section 10.02 Binding Effect. Obligor acknowledges this Contract is not binding upon the Obligee or its assignees unless the Conditions to Funding listed on the Documentation Instructions have been met to Obligee's satisfaction, and Obligee has executed the Contract. Thereafter, this Contract shall inure to the benefit of and shall be binding upon Obligee and Obligor and their respective successors and assigns. Section 10.03 Severability. In the event any provision of this Contract shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 10.04 Amendments, Addenda. Changes or Modifications. This Contract may be amended, added to, changed or modified by written agreement duly executed by Obligee and Obligor. Furthermore, Obligee reserves the right to directly charge or amortize into the remaining balance due from Obligor, a reasonable fee, to be determined at that time, as compensation to Obligee for the additional administrative expense resulting from such amendment, addenda, change or modification. Section 10.05 Execution in Counterparts. This Contract may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 10.06 Captions. The captions or headings In this Contract do not define, limit or describe the scope or intent of any provisions or sections of this Contract. Section 10.07 Master Contract. This Contract can be utilized as a Master Contract. This means that the Obligee and the Obligor may agree to the financing of additional Equipment under this Contract at some point in the future by executing one or more Additional Schedules to Exhibit A and Exhibit B, as well as other exhibits or documents that may be required by Obligee. Additional Schedules will be consecutively numbered on each of the exhibits which make up the Additional Schedule and all the terms and conditions of the Contract shall govern each Additional Schedule. Section 10.08 Entire Writing. This Contract constitutes the entire writing between Obligee and Obligor. No waiver, consent, modification or change of terms of this Contract shall bind either party unless in writing and signed by both parties, and then such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. There are no understandings, agreements, representations, conditions, or warranties, express or implied, which are not specified herein regarding this Contract, the Equipment or any additional collateral, financed hereunder. Any terms and conditions of any purchase order or other documents submitted by Obligor in connection with this Contract which are in addition to or inconsistent with the terms and conditions of this Contract will not be binding on Obligee and will not apply to this Contract. • • /Setae f M Oaenati o a OSMS Ta E, r Ohralka nommt to Sedan 26SM3)(6)(Q of the Mend Revenge rode of 1986 as amended (the Yodd), the Caput hereby speak* designate the Cont ract r a "gobbed tax tempt obagatlon' for purports efSection lasoMs) of the lode. In compliance wit Section 265(b)(3NO) of the Coat the Obligor heehy repretats dmtt the Obligor sill not designate more than Macomb orobagabons issued by the Obligor hthealaidar year drug which the Contract is exuded and delivered as tn'Ennrrd to a raobagatorC k.*I With theteginncims orSetion 2B(b1PNll of the Code, the Obligor hereby represents urot the Cbl%o( OSwthg al subordinate mists atleObligor warn the manhg of Sondra 2Wlbft3lo of the Code) mammon snridpatn not to issue In thecdender year during which the Contract is /named a d desist - captions bearing newest aen.pt front federal income Oration under Sateen tai of the Code (other then 'private acuity heads' es dunned in section us of the coda in an mount greeter than $10000000. session - Intro manna ot rxdp M ageing and attesting deadly blow, Obl*r hereby certifies that the Equipment described dlr.St below in tali A has bee. darted and totalled n accordance with Geiger, spealeations. Obligor hardier certifies that Nee have eonductedsudi inspection an0/er tosses of the Equipment as It dean necessary and hereby acknowledges tack accepts the Equipment for all intended pa rpaas .. . Swill la.ia heaned4 erg Moog loe. By Sting and attesting directly belay, Obligor hear warrants and was that the Govemlrg Bay of the Oblige at ehha a medal or regular meeting or through scene other approved method of autlmdntlm has ddmmired that the Comae Is N the bet Interests of the Obligor and dee Gowning g Boa did at such meeting Or enough gh sane other approval eetied approve the enterng Inn of the Contract by the Obligor and space[, dclpeed and authorised tiro naildudal who have sled .. treaty below to /®rte tit Contract oe Geiger, behalf along with any related dtuanats enduring any Baru Agrearene) necmary to the cOnSwi Gee, Of tie trarusedoo mntenphtedbythe Contract Chagas and Obeger haul gated tit Central to be exrwted In bantams by Neal duly adhodted represeatatKt listed babes. City of Riverside, Missouri - nsas State Bank of Manhattan iK 11 /no dui L p Ll, iii` !• f/4 j Marsha Jarvis, Via Presid .. • Paned Name andilde Printed Name and tide • • City of Riverside, Missouri _ - • Attested By Authorized individual: • `� em / tv ,// ,,1��-- a + 't A" b ✓m>c41ra ' Asir /V'1Fieuti-bL Printed Name antlfla / . - • • • • • • • • • • • • Schedule (011 EXHIBITA DESCRIPTION OF EQUIPMENT RE: Government Obligation Contract dated as of October 25, 2013, between Kansas State Bank of Manhattan (Obligee) and City of Riverside, Missouri (Obligor) Below is a detailed description of all the items of Equipment including quantity, model number and serial number where applicable: One (1) 2013 5750 Bobcat Skid -Steer Loader, SN: ATDZ13109, with Two (2) 2014 80" C/I Heavy Duty Buckets, SN: 1077331, 1077332 One (1) 2013 E35 ZTS Bobcat Compact Excavator, SN: A93K17422, with One (1) 2012 Hydraulic Clamp, SN: AFM103417, and One (1) 2013 24" Severe Duty Bucket, SN: 1073191 Physical Address of Equipment after Delivery : 4200 NW Riverside St Riverside, Missouri 64150 Schedule (01) EXHIBIT B PAYMENT SCHEDULE RE: Government Obligation Contract dated as of October 25, 2013, between Kansas State Bank of Manhattan (Obligee) and City of Riverside, Missouri (Obligor) Date of First Payment: At Closing Original Balance: $84,856.00 Total Number of Payments: Two (2) Number of Payments Per Year: One (1) Pmt Due Contract Applied to Applied to *Purchase No. Date Payment Interest Principal Option Price 1 At Closing $13,000.00 50.00 513,000.00 $73,293.96 2 25 Oct 14 $75,082.33 $3,226.33 571,856.00 $0.00 City of Riverside, Missouri / Signatur \\ '// C Om O it .y< 2Gtt.r I / iltS Printed Name and Tide *Assumes all Contract Payments due to date are paid Please list the Source of Funds (Fund Item in Budget) for the Contract Payments that come due under Exhibit B of this Contract. Source of funds : General Fund KC Bobcat Purchase Policies Service Loaner Policy - I've read and understand this policy K.C. Bobcat will be pleased to provide you with a service loaner in the event that your Bobcat Compact Equipment is in the K.C. Bobcat Service Department under the terms of the original full machine warranty period. ** K.C. Bobcat will make every effort to provide you with a machine of similar capacity, but due to the significant difference in machine options we cannot guarantee an exact match. Customer is responsible for transportation of loaner unit to and from one of K.C. Bobcat's three convenient locations. K.C. Bobcat's trucking department can provide transportation at fair market value and surcharges may apply. Fuel is also the responsibility of the customer when utilizing our loaner units. Travel time and transportation of your Bobcat loader from the location of operation to K.C. Bobcat's service department for warranty repairs are not covered and are the responsibility of the owner. *EXCLUSIONS: K.C. Bobcat will not provide service loaners for demolition, abatement, or tree shear applications. K.C. Bobcat reserves the right to refuse service loaners for applications deemed abusive. In the event that damage is incurred to a service loaner while it is on loan, customer will be responsible for all damages and will be billed for all repairs. Customer is also responsible for insuring service loaner during use. Field Service — I've read and understand this policy — _ ,d - y� • /-c G C For your convenience K.C. Bobcat has field service available from each of our 3 locations. However, the customer is responsible for all charges above and beyond warranty coverage's, including but not limited to travel and drive time. Used Machine Warranty • Expires thirty days from purchase or once machine has acquired fifty hours of usage, whichever is first • K.C. Bobcat andcustomer will each be responsible for 50% of costs • Drive -train only • Does not include electric, hoses, tube lines, or external damage • Does not include transportation or loaner Used machine sale includes limited warranty Used machine is sold as is and does not include used machine warranty * *Your Bobcat loader warranty begins on the date you receive delivery as the original buyer. The warranty covers defects in material and workmanship for twelve months after delivery to the original buyer by K.C. Bobcat. K.C. Bobcat shall repair or replace, at Bobcat Company's option, without charge for parts and labor, any part of the Bobcat loader which fails because of defects in material or workmanship during the warranty period, except as otherwise specified in the warranty policy. Warranty does not cover scheduled maintenance service such as: lubrication, oil, filters, tune -up parts and other high -wear items. (See your Operation & Maintenance Manual for details). The owner is responsible for repair costs due to damages resulting from abuse, accidents, alterations, use of the Bobcat loader with any accessory or attachment not approved by Bobcat Company, air flow obstructions, or failure to maintain or use the product in accordance with the Operation & Maintenance Manual. I've read all of the above policies and fully understand them. Any questions that I have about them have been answered by my K.C. Bobcat sales associate - Signature of Customer Signature of Sales Associate: Print Name:A 4- Gv66v4/en—e Date: TERMS AND CONDITIONS As used herein, "Company" shall mean the entity selling or renting the Equipment, "Customer" shall mean the person purchasing or renting the Equipment as listed in the Order on the reverse side hereof, and "Equipment" shall mean the goods specified in the Order (as modified below). All other capitalized terms are as defined in the Order or below. Article I. Sales - The following terms shall apply if Customer is purchasing the Equipment from Company: 1. Sale of Equipment and Delivery. Subject to available Inventory, Company shall sell and Customer shall purchase the Equipment F.O.B. Company's Location (as defined below) on the Delivery Date (as defined below), and all risk of loss shall pass to Customer upon Delivery (as defined below). 2. Price and Payment. Unless otherwise specified herein, payment in full of the full amount indicated In the Order shall be made to Company on the date of Delivery, or if partial Delivery, the portion of such payment for the Equipment on the separate dates of Delivery. Article 11. Rentals — The following terms shall apply if Customer is renting the Equipment from Company: 3. Rental Term. Company agrees to rent and Customer agrees to hire the Equipment, which for purposes of thls article of the Terms shall Include all attachments, replacements, parts, substitutions, additions, repairs, accessions, and accessories incorporated therein or affixed thereto (whether present upon Delivery or added thereafter by Company or, with Company's prior written consent, Customer). The rental term (the "Term ") begins at the earlier of (a) the Rental Start Date, or (b) the time of Delivery, and continues until the Equipment is returned to and properly received at Company's Location, but in no case shall the Term be less than the Minimum Rental Period, if applicable. 4. Rental Charges & Payment. Upon the proper return of the Equipment, Company shall apportion the rental payment (rounding up to the next full rental day) by the actual time of rental, less other fees and charges assessable hereunder as follows: the Term shall be separated into whole rental 28 day periods, then into partial rental 28 day periods, then into whole rental weeks, then into partial rental weeks, then into whole rental days, and the rent shall be calculated by multiplying such divisions by the applicable monthly, weekly, and /or daily rental charge(s). For partial rental periods (28 day periods or weeks), the rent shall be calculated using the lower of (1) the full rental rate as if the Rental Period was not a partial Rental Period or (11) the full rental rate of the next shortest Rental Period multiplied by the number of such full and partial rental periods in the partial Rental Period for which the rent is being calculated. Rent for partial rental periods shall not be prorated, and at a minimum, the full rent for the Minimum Rental Period shall be charged. In calculating the actual time of rental of the Equipment, the parties agree to use either the actual time elapsed from the time when the Term begins or the hours of Equipment use as recorded on the hour meter provided on the Equipment, whichever method yields the highest rental. A rental day shall be 24 hours elapsed, 8 hours use; a rental week shall be seven calendar days elapsed, 40 hours use; and a rental month shall be 28 days elapsed or 160 hours use. Company reserves the right to assess additional rental charges if in Company's reasonable determination, the Equipment was used for more use hours than is allowed for the otherwise applicable time elapsed rental rate. Company shall have the right, at its discretion, to inspect the Equipment during the Term to check the reading on an hour meter on the Equipment and for compliance with the terms of this Agreement. 5. Use of the Equipment. Customer agrees to use the Equipment only at the specified location. Customer agrees to comply with the terms of the Safety Clause set forth in the Order. Customer acknowledges that, upon request, Company will offer to the Customer a training course in the proper use of the Equipment. 6. Indemnification. CUSTOMER SHALL INDEMNIFY, DEFEND, AND HOLD COMPANY, ITS AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, OWNERS, INSURERS, AND THEIR SUCCESSORS AND ASSIGNS HARMLESS FROM AND AGAINST ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, CLAIMS, PENALTIES, INJURIES (BOTH AS TO BODY AND PROPERTY), INCLUDING CLAIMS ALLEDGEDLY RESULTING FROM THE NEGLIGENCE OF COMPANY, AND ALL COSTS AND EXPENSES THEREOF (INCLUDING ATTORNEYS' FEES) IN ANY WAY RELATING TO OUR ARISING OUT OF THE EQUIPMENT, IN WHATEVER MANNER, IN CONNECTION WITH ANY EVENT OCCURING PRIOR TO THE PROPER RETURN OF THE EQUIPMENT. 7. Risk of Loss, Limited Physical Damage Waiver & Insurance. Upon Delivery, Customer shall bear the entire risk of loss, damage, theft, or destruction of the Equipment or any part thereof, from any and every cause whatsoever, which shall occur prior to the proper return of the Equipment, and no such loss, damage, theft, or destruction shall relieve Customer of its obligation to pay Rent or to comply with any other provision of this Agreement. As a condition precedent to Company's obligations, unless Customer elects to pay to Company the PDW Fee described below, Customer, at its expense, shall carry and maintain and provide Company an acceptable certificate of insurance, showing coverage on the Equipment during the Term, physical damage Insurance providing "all risks" coverage for Equipment in an amount not Tess than the fair market value of the Equipment. Such insurance shall name Company or its successor as loss payee or an additional insured. Such insurance shall Include the insurer's obligation to give Company prior written notice of any lapse, cancellation, or material change to the policy. At Customer's election or if Customer does not provide Company with acceptable certificate(s) of Insurance as outlined herein, Customer shall be charged for the limited Physical Damage Waiver ( "PDW "), and Customer will be charged the PDW Fee (which shall be a percentage indicated in the Order of the rent payable hereunder, which may vary by the applicable rental period). If the Equipment is used in compliance with this Agreement and if Company receives the PDW Fee, WHICH 15 NOT INSURANCE, then Company agrees to waive, to the extent specified herein, Customer's responsibility for loss or damage to the Equipment (but not any other loss or damage, Including damage to other property, real or person, or to person, which is Customers sole responsibility) for any amount In excess of the larger of (a) $250 per item of Equipment, except for loss due to theft; of (b) for theft 25% of the fair market value of each of the Equipment, not to exceed $1,000 per line. Notwithstanding the foregoing, Customer will be liable for all loss or damage to the Equipment, up to the fair market value and expense of Company, if such loss or damage results from or for damage to: (a) overloading, exceeding rated capacity, neglect, abuse, Intentional misuse; (b) tires and tubes from blow out, bruises, cuts, flats or other causes; (c) use of Equipment in violation of the applicable manufacturer instruction manual; (d) Equipment not returned for any reason for theft by persons not entrusted with the Equipment by Customer; (e) breaching any provision of thls Amendment or the Agreements or of any applicable law, ordinance, or regulation; or (h) Customer's negligence, including failure to protect the Equipment as a prudent person would protect his or her own equipment. Customer acknowledges that Company does not provide any liability Insurance and Customer shall be responsible for procuring liability insurance covering any loss or damages including but not limited to, accidents and negligent operation of the Equipment. Customer and its insurers agree to waive subrogation against Company and Its Insurers in all policies of Customer's insurance. CUSTOMER ASSUMES ALL LIABILITY FOR THE OPERATION, USE AND TRANSPORTATION OF THE RENTED EQUIPMENT. 8. Maintenance Repairs, Condition Upon Return. Customer, at its sole expense, agrees to take reasonable care of the Equipment, and perform and provide all labor and materials for normal operation and maintenance as specified in the operation and maintenance manual at the designated periods or when Indicated for the Equipment, and rent shall not abate because of the need for such maintenance or materials. Customer shall not remove, alter, disfigure or cover up any numbering, lettering or insignia displayed upon the Equipment. Any repairs or replacements made by Customer to the Equipment (or portion thereof) must be approved by Company in advance, and in all cases Customer must use new parts and accessories of the same or greater quality than those original to the Equipment. Customer agrees to return all Equipment to Company's location during regular business hours, in the same good condition and repair as when delivered, subject only to reasonable wear and tear, and in accordance with Company's reasonable check -in procedures. An additional charge to return the Equipment to its original condition may be assessed (e.g., cleaning, charges to bring fuel tank to full, etc.). Failure to return the Equipment as specified will result in additional rental charges and /or liability for damages to or loss of the Equipment. 9. Default. Each of the following shall constitute an Event of Default hereunder: (a) Customer fails to make any payment of rent or other amount due to Company when due; (b) Customer falls to return the Equipment to Company after termination; (c) Customer falls to perform or observe any other terms, covenants, or conditions of this Agreement; (d) Any representation or warranty made by Customer herein or other document provided or executed by Customer shall be false or misleading at any time In any material respect; (e) Customer's default In the performance or obligations under any other agreement now existing or hereafter made with Company; (f) Customer ceases doing business as a going concern, transfers all or substantially all of Its assets, becomes or Is adjudicated Insolvent or bankrupt, makes an assignment for the benefit of creditors, or Customer institutes any bankruptcy, insolvency, reorganization, dissolution, liquidation, or similar proceedings; or (g) Company deems itself Insecure. Customer shall promptly notify Company of the occurrence of any Event of Default 10. Default. Each of the following shall constitute an Event of Default hereunder: (a) Customer fails to make any payment of rent or other amount due to Company when due; (b) Customer fails to return the Equipment to Company after termination; (c) Customer fails to perform or observe any other terms, covenants, or conditions of this Agreement; (d) Any representation or warranty made by Customer herein or other document provided or executed by Customer shall be false or misleading at any time in any material respect; (e) Customers default In the performance or obligations under any other agreement now existing or hereafter made with Company; (f) Customer ceases doing business as a going concern, transfers all or substantially all of its assets, becomes or is adjudicated Insolvent or bankrupt, makes an assignment for the benefit of creditors, or Customer Institutes any bankruptcy, insolvency, reorganization, dissolution, liquidation, or similar proceedings; or (g) Company deems Itself insecure. Customer shall promptly notify Company of the occurrence of any Event of Default. 11. Remedies. Upon the occurrence of any Event of Default, Company may, with or without notice to Customer, exercise any remedy provided by law or equity or any one or more of the following remedies, as Company in its sole discretion shall elect and such remedies shall be cumulative: (a) Require Customer, at Customers expense, to return any or all of the Equipment, or Company, at its option, may enter onto Customer's premises and repossess and remove the Equipment, or render the Equipment unusable without removal, and Company shall not be deemed to have committed a trespass by so doing; (b) Declare immediately due and payable all Rents and other amounts due or to become due; (c) Sell by public or private sale, release, hold, retain, or otherwise dispose of the Equipment In any manner Company chooses, free and clear of any claims or rights of Customer and recover from Customer as damages as may be allowed under the Uniform Commercial Code; and (d) Immediately terminate the Agreement upon notice, provided, however, that the exercise of the foregoing remedies by Company shall not constitute a termination of this Agreement (including Customer's obligation to pay rent) unless Company so elects. 12. Substitution of Equipment. Customer acknowledges that the Equipment is held by Company primarily for sale. At any time during the Term Company may substitute for the Equipment any other equipment that performs substantially the same function as the Equipment, and from that point through the remainder of the Term (or unless again substituted) such substitution will constitute the Equipment hereunder. Upon notice, Customer will cause the Equipment to be available for substitution at the location specified In the Order or at such location as the parties may agree and otherwise comply with the terms of this Agreement regarding return of the Equipment. Customer will sign such documents presented by Company evidencing such substitution, the condition of the Equipment returned, and the nature and condition of the substitute Equipment. Customer must update any insurance certificates or other documents to reflect the substitute Equipment. 13. Ownership of Equipment, Assignment & Nature of Transaction. Company retains all right and title to the Equipment. Customer shall not sublease, assign, dispose, or relinquish possession or control of all or any part of this Agreement or the Equipment or any of its rights or obligations without the prior written consent of Company. Company may, without notice to Customer, assign or sell its interest in, grant a security interest in, or otherwise transfer, in whole or in part, thls Agreement or any or all of the Equipment or any of its rights, interests, or obligations with respect thereto, to one or more persons. To the extent permitted by law, Customer shall not assert against any assignee any claim, defense, counterclaim, or set-off that Customer may at any time have against Company. Customer agrees to defend Company's title and keep the Equipment free of all liens, claims, and encumbrances. It is the intent of Customer and Company that this Agreement is a true lease and not a sale or secured loan. Article ill. General Terms — The following terms shall apply to the relationship between Company and Customer, regardless of whether the Equipment is purchased or rented, subject to the conditions set forth: 14. Delivery, Shipping, Acceptance. Customer shall pick up the Equipment at Company's business location specified in the Order ( "Company's Location ") Immediately upon notification that the Equipment is available at Company's location ( "Delivery"). If Company agrees in the Order to cause the Equipment to be shipped to Customer and if shipment Is delayed due to unavailability of Customer facilities or any other cause, Customer hereby requests and authorizes Company to store the Equipment itself or ship the Equipment to storage of Company's choosing. Customer shall be responsible for and shall reimburse Company for all storage - related charges, including insurance and shipping costs. Company shall be authorized to make partial Delivery or shipments of the Equipment. Promptly after Delivery, Customer shall inspect the Equipment, and unless the actions of Customer otherwise Indicate acceptance, the Equipment shall be deemed to be Irrevocably accepted by Customer upon the earlier of (a) a reasonable time for inspection (not to exceed three (3) days after Delivery), or (b) actual use of the Equipment by Customer. Company reserves the right, at its sole discretion, to substitute the Equipment with other equipment of the same material functionality. 15. Limitation of Actions, Survival. No action shall be maintained by Customer against Company unless written notice of any claim alleged to exist is delivered by Customer to Company within thirty (30) days after the event complained of first becomes known to Customer, but in no case may any Customer maintain an action against Company unless the same by brought within one (1) year after the cause of action shall accrue. The provisions on the front of this Agreement and Sections 5, 6, 7, 8, 9, 10, 11, 12 and Article III shall survive the termination of this Agreement. 16. Binding Effect. This Agreement shall inure to the benefit of and be binding upon each of the parties hereto and each of their respective heirs, administrators, executors, personal representatives, and permitted successors and assigns. Except to the extent prohibited by law, no third party shall be the beneficiary to any of the rights or obligations hereunder (including, but not limited to, warranty obligations). 17. Force Majure. Notwithstanding anything contained herein, Company shall have no obligation or liability and shall not be considered in default hereunder for its failure due to (a) any cause not reasonably within the control of Company, including, but not limited to, fire, explosion, riot, acts of war or terror, acts of God, civil disturbances, floods, earthquakes, and casualties similar in nature to the foregoing, strikes, lock -out, and other labor disturbances, or (b) delays caused by shippers, vendors, or suppliers of Company, or destruction or significant damage to the Equipment. Should events occur which would give rise to Customer's claim that Company is in default hereunder, Customer shall first give Company thirty (30) days written notice of claim during which time Company may cure any claimed default and Incur no liability therefore. 18. Taxes, Except for amounts attributable to Company's net income, Customer shall be solely responsible for the amount of all federal, state, and local taxes, duties, imposts, tariffs, or other similar levies arising out of or related to the performance of this Agreement. Customer Indemnifies and holds Company harmless from the payment of any such taxes, plus any penalties, interest, or costs connected with the imposition of the same. 19. Additional Remedies, Further Assurance. No failure or delay by Company to exercise any right or remedy hereunder shall operate as a continuing waiver thereof. Additionally, Customer shall be liable for all damages, costs, expenses (including attorneys' fees) incurred or to be incurred by Company by reason of the occurrence of any breach or threatened breach of this Agreement, including any Event of Default, or the exercise of Company's remedies thereto, and all Incidental and consequential damages. Without limitation of its other remedies, should Customer fail to perform any obligations hereunder, Company, In Its sole option and without obligation, may perform or have performed such obligation on Customers behalf, and Customer shall be liable for the costs thereof. In order to confirm Company's interest in the Equipment, Customer agrees that this Agreement shall constitute a security agreement for the Equipment, and promptly upon request, Customer shall, at its expense, do any act and execute, acknowledge, deliver, file, register, record, and ratify all documents requested by Company to perfect Company's interest in the Equipment, Including but not limited to, any financing statements. Customer hereby irrevocably appoints Company Its attorney -in -fact to do such acts and to execute and file all such documents on Customer's behalf, and which power is delegable by Company, which such appointment and power shall be coupled with an interest. 20. Notices. All notices required or permitted under this Agreement shall be in writing and personally delivered or mailed, by certified mail, return receipt requested, and addressed to Company at Company's Location and to Customer in the following preference; the Shipping Location, the address where invoices are sent, any address of any of Customer's places of business, or where Customer may be served by legal process. 21. Choice of Law /Forum. This Agreement shall be governed exclusively by the laws of the State of Kansas with regard to the rules governing conflicts of law. Any action arising out of or related to the Agreement shall be brought exclusively In a court sitting in Sedgwick County, Kansas; but, unless Customer Is a "consumer" within the meaning of the Kansas Consumer Protection Act (KSA 50 -623, et seq.) as may be in effect from time to time ( "KCPA "), the provisions of the KCPA shall not apply to this Agreement or the parties hereto.