Okaloosa County BOCC — January 7, 2014 — grader-lease-Contracts — reading text

to pay for the cost of each performance bond. We will have to purchase each bond and can invoice Okaloosa County as each is delivered. Again, it is because of our strength and the strength of Volvo that we can offer such a low bond rate. f want to thank you for the opportunity to help you serve the citizens of Okaloosa County. As a resident of Okaloosa County myself, | can appreciate the steadfastness with which these type of transactions are processed. We intend to stand behind our word and consider it an honor to be able to trade with clients who conduct business in the same fashion. Sincerely, John Edwards Don Amunds Governmental Sales Manager Chariman Cowin Equipment Company Inc. Okaloosa County Board of County Commissioners John Edwards, Governmental Sales Manager 850-685-7055 jedwards@cowin.com , solutionje@gmail.com _»> [cownn| Mr. Don Amunds April 22, 2013 Okaloosa County Commission 302 N Wilson Street Crestview FI 32536 Re: Buyback offer for Volvo Motor Graders Dear Mr. Amunds, | want to thank you for allowing us to offer Volvo G930B Motor Graders for your consideration. The following conditions will apply to the buyback of the units. 1. Each unit shall be in good working order and will be inspected by Cowin Equipment. Any repairs deemed necessary will be at the sole discretion of Cowin Equipment. All glass shail be intact and shall have no cracks. The sheet metal shall be in good condition and should only reflect normal wear and tear. The tires shall have at least 50% tread life remaining. All maintenance shail be performed in accordance with Volvo recommendations and Volvo filters shall be used. Preventive maintenance checklist will be provided for your use. Documentation of maintenance records will be required. 6. Each unit shail have less than 1500 hours per year of operation. For a three year buyback this will be 4500 hours. Each unit shall be enrolled in 4 year/6000 hour Extended Warranty program. 8. Cowin Equipment will perform regular inspections at no cost to Okaloosa County. In the event one of the conditions is not met, the cost to remedy will be deducted from the buyback amount. 9. It will be the responsibility of Okaloosa County to notify Cowin Equipment 90 days prior to the 36 month delivery anniversary. veer ™ Three year Buyback $148,967.00 Mr. Amunds, thank you for allowing us to continue to serve your needs. If you have any questions, please feel free to give me a call. CL phLb Ay art hn Edwards Governmental Sales Manager Cowin Equipment Company 850-685-7055 Okaloosa County Florida PURCHASE AGREEMENT This Purchase Agreement dated as of August 19, 2013 is between Kansas State Bank of Manhattan, a Kansas corporation, whose principal place of business is 1010 Westloop, Manhattan, Kansas 66502 (Seller) and Cowin Equipment Company, Inc, a Florida corporation, whose principal place of business is 7950 Pittman Avenue, Pensacola, Florida 32591 (Buyer). Whereas, Seller is the Obligee on the Lease with Option to Purchase Agreement dated as of August 19, 2013 {Contract} between Kansas State Bank of Manhattan (Obligee) and Okaloosa County Board of Commissioners (Obligor}; and Whereas, Buyer was the Vendor who supplied ail of the Equipment (Equipment) listed on Exhibit A of the Contract; and Whereas, the Obligor has agreed to pay under the payment terms of the Contract ¢ final payment of $595,868.00 which is due on January 15, 2017; and Whereas, the possibility exists that Obligor will not appropriate all of the funds necessary to make this final payment of $595,868.00 in which case the Seller (Obligee on the Contract) will most likely exercise one or more of the remedies avaifable to Seller including obtaining possession and title to the Equipment; and Whereas, Buyer has agreed to enter into this Purchase Agreement with Seller as 2 condition for the Seiler to enter into the Contract with Obligor; NOW THEREFORE, the parties hereto hereby agree as follows: {1) In the event that Seller receives notice from the Obligor that the Obiigor does not intend to appropriate the funds to pay the final payment, then, upon notification from the Seller to the Buyer of such event, Buyer agrees to take assignment of the Contract from the Selfer for an amount equal to the final payment amount of $595,868.00 plus any accrued interest earned thereon up until the date of the transfer. Once Seller assigns ali of its rights, title and interest in the Contract to Buyer as provided herein, the Buyer will have fult authority to repossess the Equipment. Seller agrees to execute any additional documentation that may be necessary in order to facilitate the repossession of the Equipment by the Buyer. (2) inthe event that the Seller actually exercises its remedy under the Contract and takes titte to the Equipment as a result of Obligors failure to pay the final Contract Payment then Buyer hereby agrees to buy the Equipment from Seller in an amount equal to the final payment amount of $595,868.00 plus accrued interest earned thereon up until the date of the transfer (3) Buyer represents and warrants as follows: a. Buyer is duly organized and vaticily existing in goad standing under the laws of the state of its incorporation. b. Buyer has full power and authority to carry on its business as presently conducted, to enter into this agreement, and to perform its obligations under this agreement, G The execution, delivery and performance of this agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of the Buyer. d. This agreement is a legal and binding obligation of Buyer, enforceable in accordance with its terms. e. Buyer has incurred no liability, contingent or otherwise, for brokers’ or finders’ fees relating to the transaction contemplated by this agreement for which Seller shall have any responsibility whatsoever. fh Buyer is knowledgeable, competent, and experienced in the industry and has independently evaluated and interpreted ail information and data relating to the equipment prior to entering into this agreement and understands and is fully able to bear the risk associated with this agreement. Buyer acknowledges that Seller has made no statements or representations concerning the present or future value of the equipment and Buyer has relied solely upon its independent inspection, estimates, computations, evaluations, reports, studies and knowledge of the equipment. g. These representations and warranties shall survive the closing. (4) Notwithstanding anything to the contrary, Seller makes no representations or warranties with respect to the equipment that is the subject of this agreement. Buyer agrees to purchase and Seller shall convey the property “as is, where is” without any representations, understandings, and/or express or implied warranties of any kind, including representations, understandings, and/or warranties as to description, value, quality, condition, merchantability, or fitness for a particular purpose. Buyer acknowledges and agrees that Selter is not in the possession of the equipment and that the Obtigor is in possession of the equipment and in contro! of such equipment. Buyer acknowledges that Seller is neither the manufacturer or distributor, and that Seller has no knowledge or familiarity with the equipment. Buyer agrees to settle alt claims, defenses, setoffs, and counterclaims it may have with any manufacturer, distributor, or other party related to the equipment, and will not assert any such claims against Selter. (5) The terms and conditions of this agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Cowin Equipment Company, Inc Kansas State Bank of Manhattan Signature Signature (ha Ediuvadds Covernmadial SalesM\annger — _Marsha Jarvis, Vice President Printed Name and Title Printed Name and Title GB- Of fl 9YZ Tax 1D Number DOCUMENTATION INSTRUCTIONS The instructions listed below should be followed when completing the enclosed documentation. Dacumentation completed improperly will delay funding. If you have any questions regarding the Conditions to Funding, instructions or the documentation, please calf us at (877) 587-4054. 1. Attached Documentation 1. 2. 3. 4, 5. 6. N ~ e 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. Exhibit B — Payment Schedule * = Sign and print name and title Exhibit C - Certificate of Acceptance = Sign and print name and title Exhibit D - Obligor Resolution @ Type in the date of the meeting in which the purchase was approved. Print or type the name and title of the individual(s} who is authorized to execute the Contract. @ The secretary, chairman or other authorized board member of the Obligor must sign the Resolution where indicated. @ = Asecond authorized individual that is with the Obligor should attest the Resolution where indicated. Exhibit E£ - Bank Qualified Certificate @ Sign and print name and title Opinion of Counsel Request that your legal counsel retype Opinion of Counsel onto letterhead, sign and date it. # Legal counsel shall not alter the opinion. If counsel would like changes made to the opinion, they must first contact Obligee. insurance Requirements # Complete insurance company contact information where indicated. Debit Authorization — (Preferred) ¢ Complete form and attach a voided check 80386 IRS Form # Please read 8038 Review Form * In Box 2, type Employer Identification Number @ =~ Sign and print name and title il. Additional Documentation Required 1 2. 3. 4. First payment check as stated on attached invoice insurance Certificate as stated on the Insurance Requirements Form Vendor invoice for the amount to finance listing applicable SN/VIN, down payment, trade, etc. Front and back copies of MSO or title listing “Kansas State Bank AOIA” as first lien holder Hl. Condition to Funding If, for any reason: {i) the required documentation is not returned by January 22, 2014, 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 Schedule (02’ EXHIBIT A DESCRIPTION OF EQUIPMENT RE: Lease with Option to Purchase Agreement dated as of August 19, 2013, between Kansas State Bank of Manhattan (Obligee) and Okaloosa County Board of Commissioners {Obligor) Below is a detailed description of all the items of Equipment including quantity, model number and serial number where applicable: Four (4) Volvo G930B Motor Graders, SN: 576117, 576118, 576119, 576120 Physical Address of Equipment after Delivery : 1759 S. Ferdon Blvd., Crestview, FL 32536 Schedule {02} EXHIBIT B PAYMENT SCHEDULE RE: Lease with Option to Purchase Agreement dated as of August 19, 2013, between Kansas State Bank of Manhattan (Obligee} and Okaloosa County Board of Commissioners (Obtigor) Date of First Payment: At Closing Originat Balance: $740,263.00 Total Number of Payments: Thirty-Seven (37) Number of Payments Per Year: Twelve (12) Pmt Due Contract Appliedto Applied to *Purchase No. Date Payment Interest Principal Option Price 1 At Closing $5,325.53 $0.00 $5,325.53 Not Available 2 15-Feb-14 $5,325.53 $1,451.50 $3,874.03 $739,914.85 3 15-Mar-14 $5,325.53 $1,443.85 $3,881.68 $735,760.85 4 15-Apr-14 $5,325.53 $1,436.18 $3,889.35 $731,600.27 5 15-May-14 $5,325.53 $1,428.50 $3,897.03 $727,433.11 6 15-Jun-14 $5,325.53 $1,420.80 $3,904.73