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HomeMy WebLinkAbout25D - AGMT CRIME SCENE SOFTWAREREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 18, 2018 TITLE: APPROVE A LEASE AGREEMENT WITH GREATAMERICA FINANCIAL SERVICES FOR CRIME SCENE MAPPING HARDWARE & SOFTWARE (STRATEGIC—PLAN NO.1, 1F} r CI MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: -:• e ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize the City Manager and the Clerk of the Council to execute the attached four-year agreement with Precision Survey Supply for the period of December 18, 2018 through December 17, 2022 for Crime Scene Mapping hardware and software, subject to non - substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager and the Clerk of the Council to execute the attached four-year lease agreement with GreatAmerica Financial Services for the period of December 18, 2018 through December 17, 2022 for Crime Scene Mapping hardware and software in the amount of $110,009.55 subject to non -substantive changes approved by the City Manager and City Attorney. The need to document crime and collision scenes is a vital part of any comprehensive investigation. In 2008, the Police Department purchased a Laser measuring device and software to document crime and collision scenes. Currently, the device is beyond its service life and is no longer functioning. After extensive research of best practices of forensic science professionals and consulting with neighboring law enforcement agencies, it was determined that a 3D Scanning Laser is the appropriate solution for the Police Department. The proposed agreement with Precision Survey Supply (Exhibit 1) requires that Precision Survey Supply provide Crime Scene Mapping hardware and software to the City, and establishes that payment will be provided by GreatAmerica Financial Services through the terms included in the equipment finance agreement (Exhibit B). The proposed lease with GreatAmerica Financial Services will fund a sole source agreement with Precision Survey Supply, which will provide the Police Department with a comprehensive mapping solution. The Leica RTC360 product has specific performance points, which cannot be matched by other scanners, and the Leica RTC360 is the only system that includes integrated hardware and software from the same vendor. Included in this agreement is a Leica RTC360 3D Scanning Laser 2513-1 Agreement with GreatAmerica Financial Services December 18, 2018 Page 2 device, mapping, animation and publishing software, and the computer hardware necessary to produce crime and collision scene maps and animation. The procurement of this equipment will greatly enhance the precision, detail and efficiency of scene mapping as compared to our previous technology. The efficiency in particular will also have a positive impact on traffic congestion caused by roadway and crime scene closures as this device will allow the mapping to be completed much quicker. This new device will also reduce associated personnel costs needed to staff the closure. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1 Community Safety, Objective #1 (Modernize the Community Policing philosophy to improve customer service, crime prevention and traffic / pedestrian / bicycle safety), Strategy F (Enhance the Police Department's community policing philosophy to balance both traditional policing and problem solving strategies to address and reduce violent, property and gang related crimes.) FISCAL IMPACT Funds for this agreement in the amount of $110,009.55 are available in the Police Department's FY 2018-19 Field Operations Contract Services account (no. 01114420 62300), the Traffic Offender Program Contract Services account (no. 02014405 62300), and the Forensic Services Contract Services account (no. 01114455 62300), and will include in proposed budgets for future fiscal years as follows: TOP Account Field Ops Forensic Services ] 02014405 62300 01114420 62300 01114455 62300 FY 18-19 8,868.00 2,956.00 2,956.00 14,780.00 FY 19-20 14,997.60 4,999.20 4,999.20 24,996.00 FY 20-21 14,997.60 4,999.20 4,999.20 24,996.00 FY 21-22 14,997.60 4,999.20 4,999.20 24,996.00 FY 22-23 12,144.93 4,048.31 4,048.31 20,241.55 110,009.55 D vid Vale Chie of Police Santa Ana Police Department APPROVED AS TO FUNDS AND ACCOUNT: Kathryn Downs, CPF, ff�� Executive Director % Finance and Management Services Agency Exhibits: 1. Agreement with Precision Survey Supply B. Agreement GreatAmerica Financial Services 2501-2 Exhibit 1 AGREEMENT TO PROVIDE LEICA SCANNER EQUIPMENT THIS AGREEMENT is made and entered into this 18'h day:of.Decembei; 2018 by and between Precision Survey Supply ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to provide the product described and set forth below: Precision Survey Supply will be providing scanner equipment to City as outlined in Exhibit A. The City will lease the equipment through GreatAmerica Financial Services as outlined in Exhibit B. GreatAmerica Financial Services will pay Precision Survey Supply on behalf of the City. No funds are due to Precision Survey Supply directly from the City. 2. COMPENSATION a. Precision Survey Supply agrees to provide City with Leica Scanner equipment as outlined in Estimate No. 31242 (Exhibit A). b. City agrees to pay Great America Financial Services, for its services for City, the rates and charges identified in the Equipment Finance Agreement (Exhibit B). The total amount to be expended under the Agreement with Great America shall not exceed $110,009.55. This amount is not payable to Precision Survey by the City under this Agreement. e Precision Survey Supply agreed to accept 395,408.85 from GreatAmerica Financial Services on behalfof City for equipment provided to City as outlined in Precision Survey Supply Estimate No. 31242 (Exhibit A). d, Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance. 3. TERM This Agreement shall commence on the date first written above and continue until December - 17, 2022 4. WARRANTY. The warranty shall be in effect from the day of delivery for the period of one year. The manufacture warranty covers all.parts, labor, materials, maintenance, and support. After the one-year warranty has expired, all repairs and maintenance shall be the responsibility of the City. At the conclusion of the one-year manufacture warranty, the City may elect to purchase an optional extended warranty, which will be at a separate cost from the lease agreement. The optional renewal extended 25D-3 warranty would be purchased through Precision Survey Supply and it will extend the manufacture warranty. 5. PURCHASE OR RETURN OF EQUIPMENT At the end of the lease term, the City will have two options: a. The City may elect to return all the equipment to Precision Survey Supply and the City's lease obligation would be satisfied. The City may at its discretion enter new negotiations for new technology and thereafter enter into a new agreement. b• The City may elect to purchase the equipment for the residual amount as stated by Great America Financial Services in the amount of $9,826.55 thereby completing its obligation. 6. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 7. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Chief of Police City of Santa Ana 20 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-245-8007 25D-4 To Consultant: Sam EI -Said General Manager 8628 Utica St, Suite 800 Rancho Cucamonga, CA. 91786 sam@prccisionsurveysupply.com 909-931-4040 Office A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered orcertified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes ofcalculating these time frames, weekends, federal, state, County or City holidays shall be excluded. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: CITY OF SANTA ANA Raul Godinez If City Manager SONIA R. CARVALHO CONSULTANT: City ttomey B OA Tamara Bogosian Sam El -Said Assistant City Attorney General Manager RECOMMENDED FOR APPROVAL: DAVID VALENTIN Chief of Police Precision Survey Supply 25D-5 Precision Survey Supply ADDRESS Wes Hadley Santa Ana Police Dept 60 Civic Center Dr Santa Ana, CA 92701 ESTIMATE • DATE 31242 11/02/2018 SALES REP SE Preclelon Suety Supply, LLC 6628 Utica Avenue #600 Rancho Cucamonga, CA 91730 US 909.931.4040 sam@precisionsurveysupply.com www.precisionsurveysupply.com SHIP TO Wes Hadley Santa Ana Police Dept 60 Civic Center Dr Santa Ana, CA 92701 EXHIBITA Estimate ACTIVITY OTV RATE AMOUNT 6012873 1 78,000.00 78.000.00T Leica ATC360 Laser Scanner Kit 838300 RTC360 Scan Head 817063 GVP730, Transport Container for RTC360 Laser Scanner and Accessories 799191 GEB361 Lithium Ion Battery 799187 GKL341, Charger Prof 5000. Charges up to 4 batteries, including power cable. 842065 RTC360 Flash Drive - 256GB 636767 RTC360 Rain Cover 6013561 1 yr RTC360 Laser Scanner CCP Basic 842066 1 1,449.00 1,449.00T GST80, Lightweight Tripod for PTC360 Laser Scanner 884518 1 4,329.00 4,329.00T Cyclone REGISTER 360 Permanent 788763 1 4,923.00 4,923.00T Leica Cyclone - PUBLISHER • Permanent License • CCP not included 6246185 1 1,345.50 1,345.50T IMS Map360 v2 (core software) Includes 3 months of CCP 8246166 1 900.00 900.007 IMS Map360 v2 Animation Extension Includes 3 months of CCP 8246108 1 -900.00 -900.00T IMS Map360 v2 Animation Extension -Discounted item 25D-6 EXHIBIT B "GreatAmerica SIMFINANCIAL SERVICES October 31, 2018 Santa Ana, City of 60 Civic Center Piz Santa Ana„ CA 92701.4060 Please review all of the attached documents carefully and be sure to sign and initial everywhere your name appears. To ensure we are able to quickly process your documentation, please do not add to or cross out any sections of the agreement. If something is incorrect or a change is needed, pleasecall us and we will assist in making the necessary changes. Once you have signed the documents, please include the following. e A one-time origination fee of 5199 will be Included on your first Invoice e Documents must be signed by a Financial Officer e Please note signer must print name, title 6 date nest to signature e If copies are legible, originals will not be needed Please scan and email all documents to rfliss@accountservicing.com or fax to 855.636-9493. Please note that your agreement requires the financed assets to be insured during the finance term You will receive a letter with instructions for providing proof of insurance shortly after the commencement of your agreement. For more information, please refer to the paragraph titled INSURANCE in your agreement. If you have any questions, please call us at 866.288-9957. Thank you again for the trust you have put in us. We took forward to finalizing all your documentation details. Sincerely, Ryan Fliss GreatAmerica Financial Services Corporation ,preatAmerica Readquarters 625 First SL SE. Suite 600 Cedar Rapids IA 52401 tal 319.365.60001 fax 319.365.6607 Georgia office 600 TownPara Lane I State 540 Kennesaw GA 30144 tel 770.951.9427 1 fax 770.951.0207 25D-7 Minnesota Office 409 East Main Street 16169. 1. Sulle 6 Marshall MN 56258 tel 866.2a8.9957 I fax 507.929.1510 ACTIVITY OTY RATE AMOUNT BMW 1 6,300.00 6,300.00T IMS Map360 v1 Point Cloud Extension Includes 3 months of CCP TWO In 1 -7,800.00 .7,800.00T Trade In Sakura SRX 5 Robotic Total Station to include Cases, Robot„ Radio, Data Collector, Batteries, Charger, Prism Assembly, and Pole This estimate is in reference to finance lease agreement N 1405473 provided by Great America Finance. This estimate and finance offer under these terms expire 12-31-2018. SUBTOTAL TAX (7.7596) TOTAL Accepted By Accepted Date 25D-8 88,546.50 6,862.35 $95,408.85 EQUIPMENT FINANCE AGREEMENT GREATAMERICA FINANCIAL SEFMCES CORPORATION Greatomerica PO OX609.STREET DAR CEDAR RAPIDSa37W1 7 PO BOX eta. CEDAR RAPIDS N 57e0e-0e09 N-1 FINANCIAL SERVICES AGREEMENT ND: 1405073 CUSTOMER FULLLEGALNAME: Santa An7 Cityof Leica RTC760 Scanner EOUIPWENT LOCATION l A, StEit' r ahn e TERMINMGNTHS: 49 44 MDNTHLv RAYMENTSOF:,S.ORZ ].00 FOLLOWEDBM. I MONTNLYPAYMENTSOF: 915 .826.55 ADVANCEPAYMENT$2.083.00 EOUMMENTCOSTAAMOUNTFWANCED. $95AOB.BS DOCUMENT STAMPDFAPPLICASIE)._ CAREFULLYBEFORE SIGNING. THIS AGREEMENTANO ANY CLAN RELATED TOTHIS A ANY DISPUTE WILL BE ADJUDICATED N A FEDERAL OR STATE COURT IN CALIFORNIA BE TERMINATED. PLEASE READ THE STATE Of CALIFORNIA AND BY SIGNING THIS PAGE, YOU REPRESENT TO FINANCING SOURCE THAT YOU HAVE RECEIVED AND READ THE ADDITIONAL TERMS AND CONDITIONS APPEARING ON THE SECOND PAGE OF THIS TWO-PAGE AGREEMENT. ONCE YOU SIGN THIS AGREEMENT AND WE ACCEPT IT. YOUR PAYMENT OBLIGATIONS UNDER THIS AGREEMENT ARE NON -CANCELABLE AND IRREVOCABLE FOR THE FULL AGREEMENT TERN SUBJECT TO THE TERMS OF THE ATTACHED NON -APPROPRIATIONS ADDENDUM. GreatAmerica Financial Services Corporation FINANCING SOURCE SIGNATURE PRINT NAME A TITLE DATE ine urbersgnea, pray and severally o mere inan arc, unconditmLy guarameels) mal me Lustow min weir per an an oagaans uver me Agreemsm Ins ur owwgirm also wa,ve(s) any notification it W Customer is in delaull and cmisem(s) b arty extensions or nbdi6otons gaoled b 0m Customer. In the event of default the Odersved we rtmle6atNy pay all sums due under tie terms ol M Agreement w+mout requiring is or cur ess9se b proceed against Customer or any other party or exercise any raids in the Equipment. The undersigned, as to mus guaranty, agrees) b the desgnated forum and amxnt(s) to personal junsdiction, venue, and choice of law as stated in a* Agreement, agreafs) b pay an costs and expenses, including a0amey fees, incurred try us of err assignee relabd toads guaranty and are Agreementwaivefs) a jury trial and transfer of verve, and eudhorice(s) obt uingaediil repots. er.NAYImF• Y NONIOUAL DATE: SIGNATURE: X INDIVIDUAL DATE: (1405413WG02EFA% 0715 101311115 PAGE I OF 2 710 25D-9 AGREEMENT. You want us to provide financing to you pursuant to this Equipment Finance Agreement ('Agreement) in connection with your acquisition of the equipment and/or rights in the so0ware referenced herein ('Equipment') from your Vendor. In considenGon of us now paying your Vendor, on your behalf, the amounts your Vendor invoiced you for the Equipment, and, it applicable, related installation. trabdng, anbor implementation cents, you unconditionally agree to pay us the principal amount set fond above as live Equipment CostfAmawl Financed, with interest thereon at the rate implicit in Ole monthly amounts payable under the terms of this Agreement, which you agree to make each month by the due date. This Agreement will begin on the date we pay your Vendor for the Equipment or any later date we designate. We may charge you a one-time origination fee of $150.00. If any amount payable b us is past due, you will pay us a late charge equal to: 1) the greater of ten (10) cents for each dollar overdue or twenty -sic ($26.00) dollars: or 2) the highest lawful charge, it less. 0 you choose to make any payments under Cis Agreement early, you wig not be entitled to lake a discount off of the aggregate amount of the monthly payments to be made under tis Agreement We made an investment in this Agreement in reliance on the anticipated stream of cash Cows and any early discounted payment wauld frustrate our purpose in extending you oredt under this Agreement, It an advance payment is required, the amount exceeding one payment shall be applied to the last payment(s) during the term. NET AGREEMENT. YOU UNDERSTAND WE ARE PAYING YOUR VENDOR FOR THE EQUIPMENT ON YOUR BEHALF BASED ON YOUR PROMISE TO PAY US UNDER THE TERMS OF THIS AGREEMENT, WITHOUT SET -OFFS FOR ANY REASON. EQUIPMENT USE. Until yourobligations underthis Agreement are salisfied in full, you agree to keep the Equipmenlin good waking order, use it for business purposes only, not modiyor move it from its initial location without our consem, and bear the risk of its non<omptiance win applicable laws. You must resolve any dispute you may have concerning Die Equipment with pre manufacturer or your Vendor. You will comply will all law . ordinances, regulations, requirements, and rules relating to the use and operation of the Equipment, If the Equipment includes any software, we are neither responsible for the software mor the obligations of you or the licensor under anylicense agreement related to the soltvare. NO WARRANTY. WE MAHE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU CHOSE THE EQUIPMENT, AND YOUR VENDOR BASED ON YOUR JUDGMENT. YOU MAY CONTACT YOUR VENDOR FOR A STATEMENT OF THE WARRANTIES, IF ANY, THAT THE MANUFACTURER OR YOUR VENDOR IS PROVIDING, ASSIGNMENT. You may not sell, assign or sublease the Equipment or this Agreement without our wnnen consent. We may sof or assign Nis Agreement or out rights in the E(Opment, it whole or in pat, to a third party without rioAce b you. You agree that D we do so, the assignee will have our rights but wig not be subject to any claim, defense, or setoff assertable against us or anyone else. LOSS OR DAMAGE. You are responsible for any damage b or loss of the Equipment. ab such loss ordamage will term you from your payment obligations hereunder. We are not responsible for, and you YA indemnify us against, any claims, losses or damages, irdudiing anomey fees, in anyway relating to the Equipment or data stored on it. In no event will we be Gable for any consequential or inbred damages INSURANCE. You agree to maintain commercial general liability insurance acceptable to us You also agree la 1) keep the Equipment fully insured against less at its replacement cost with us named as loss payee: and 2) provide proof of insurance satisfactory b us no later than 30 days fagmving the commencement of this Agreement, and thereafter upon Our written request. O you fag b maintan Property loss insurance satisfactory b us andfor you fag to Amity provide proof of such insurance, we have the option, but not the obligation, to secure Propemylots insurance be the Equipment from a raider of dw choosing in such forms and amounts as wei deem reasonable to protect our Interests. If we secure insurance on the Equipment, we will not name you as aninsured party, your interests may riot be holy protected, and you call reimburse us the premium which maybe higher than the premium you would pay if you obtained insurance, and which may result in a profit to us through an ini estmenl in reinsurance. II you are current in A ofyour obligations underthe Agreement a: the timeolbss, anyinsurance proceeds received will be applied, at ouroption, to repairor replace the Equipment or to pay us the remainingpaymentsdue Otto become due under IhisAgreement, discounted a13% per aurum. OWNERSHIP. You own the Eghip=A including any sollwzre license rights; granted b you. U any, by your Vendor or third -pang supplier(s). We do nothw11 not own he Equipment at any point dunng the term Of Ods Agreement unless we lake possession of it in connection with exercising default remedes or if you do n01 appropriate funds b mak all payments contemplated hereunder. You hereby grant us a security interest in he Equipment to segue your performance under this Agreement, to be released at the end of the term provided you have performed all of your obfigationsundor this Agreement. You represent to us that you signed this Agreement prior to your receipt of any pan of the E#pmenL TAXES. You agree that you wig pay when due, either directly or by paying your Venda, al taxes and fees rotating to the EquipmealL your purchase of the Equipment or this Agreement It your Vendor immi you for taxes, wer may include the invoiced taxes in 0w amounts we (mane for you under this Agreement. However, payment of sales, use or property taxes shag not be our responsibility under any circumstances. DEFAULTIREMEDIES. U a payment becomes 10v days past due, a if you otherwise breach Nis Agreement, you will be N default and we may require that you return the Equipment to us at yowexp:nse and pay us: 1) all past bre amounts and 2) all remaining payments for the unexpired term.dsooun4d at 3% per annum; and we may disable or repossess the Equipment and use all other legal remedies available to us. You agree b pay al our costs and expenses (urcJuding reasonable attorney fees) we incur in any dispute with you related b Oris Agreement You agree to pay us 1.5% interest per month On all past du: amounts. In Die event of you default you waive notices of our intent to accelerate the payments, the acceleration of the payments and of the enforcement of our rights under this Agreement To Ne extent you are permitted by law, you waive all defenses you would otherwise have under the Uniform Commercial Code, 1 any, and common law. You we solely responsible for protecting and removing any confidential datatmages stored on Due Equipment Prior to its return for any reason MISCELLANEOUS. This Agreement is the entire agreement between you and us relating to Ne Equipment and supersedes any prior representations or agreements, including any purchase Orden. Amounts payable under this Agreement may include a profit to us. The parties agree Nat Ne original hereof for enforcement and perfection purposes, and the sole 'record'constituting 'chattel payee under the UCC, is the paper copy hereof hearing (i) the original of a copy of either your manual signature or an eleclmncagy applied koication of you intent to enter into this Agreement, and (i) our original manual signature. if a rout Inds any provision of this Agreement unenforceable. the remaining terms of this Agreement shag remain in effect. You authdiieus b either insert a correct the Agreementrumber, serial numbers, model members. beginning date, and sigretwe date and acknowledge that it your Vendorfilledin any blanks above, they did soon your behall.All other modifications to the Agreementmustbe in writing signed by each party. 11e06473)VG02EFAV 0315 1671/18 PAGE 2 OF 2 210 25D-10 GOVERNMENTAL ENTITIES ADDENDUM This is an addendum ("Addendum') to and part of that certain agreement between GreatAmerica Financial Services Corporation ('we', "us", "our') and Santa Ana, City of ("Governmental Entity", °you', 'your), which agreement is identified In our records as agreement number 1405473 (°Agreement'). All capitalized terms used in this Addendum which are not defined herein shall have the meanings given to such terms in the Agreement. APPLICABLE TO GOVERNMENTAL ENTITIES ONLY You hereby represent and warrant to us that as of the date of the Agreement: (a) the individual who executed the Agreement had full power and authority to execute the Agreement on your behalf; (b) all required procedures necessary to make the Agreement a legal and binding obligation against you have been followed; (c) the Equipment will be operated and controlled by you and will be used for essential government purposes for the entire term of the Agreement; (d) that all payments due and payable for the current fiscal year are within the current budget and are within an available, unexhausted. and unencumbered appropriation; (e) you intend to pay all amounts payable under the terms of the Agreement when due, if funds are legally available to do so; (f) your obligations to remit amounts under the Agreement constitute a current expense and not a debt under applicable state law; (g) no provision of the Agreement constitutes a pledge of your tax or general revenues; and (h) you will comply with any applicable information reporting requirements of the tax code, which may include 8038-G or 8038 -GC Information Returns. If funds are not appropriated to pay amounts due under the Agreement for any future fiscal period, you shall have the right to return the Equipment and terminate the Agreement on the last day of the fiscal period for which funds were available, without penalty or additional expense to you (other than the expense of returning the Equipment to the location designated by us), provided that at least thirty (30) days prior to the start of the fiscal period for which funds were not appropriated, your Chief Executive Officer (or Legal Counsel) delivers to us a certificate (or opinion) certifying that (a) you are a state or a fully constituted political subdivision or agency of the state in which you are located; (b) funds have not been appropriated for the applicable fiscal period to pay amounts due under the Agreement; (c) such non -appropriation did not result from any act or failure to act by you; and (d) you have exhausted all funds legally available for the payment of amounts due under the Agreement. You agree that this paragraph shall only apply if, and to the extent that, state law precludes you from entering into the Agreement if the Agreement constitutes a multi-year unconditional payment obligation. If and to the extent that the items financed under the Agreement is/are software, the above -referenced certificate shall also include certification that the software is no longer being used by you as of the termination date. The undersigned, as a representative of the Governmental Entity, agrees that this Addendum is made a part of the Agreement. GOVERNMENTAL 4 THE UNDERSIGNED, HEREBY CERTIFY THAT, AS OF THE DATE OF THE AGREEMENT, (Al THE INDIVIDUAL WHO EXECUTED THE AGREEMENT HAD FULL POWER AND AUTHORITY TO EXECUTE THE AGREEMENT AND IBI THE REPRESENTATIONS SET FORTH ABOVE N THE PARAGRAPH TITLED `APPLICABLE TO GOVERNMENTALEMMMSONLY'ARE TRUE AND ACCURATE N ALL MATERIAL RESPECTS. VGOTNAMC 051E 25D-11 25D-12 Exhibit B ImGreatAmerica i"FINANCIAL SERVICES October 31, 2018 Santa Ana, City of 60 Civic Center Piz Santa Ana„ CA 92701A060 Please review all of the attached documents carefully and be sure to sign and initial everywhere your name appears. To ensure we are able to quickly process your documentation, please do not add to or cross out any sections of the agreement. If something is incorrect or a change is needed, please call us and we will assist in making the necessary changes. Once you have signed the documents, please Include the following: • A one-time origination fee of 5199 will be included on your first invoice • Documents must be signed by a Financial Officer • Please note signer must print name, title & date next to signature • If copies are legible, originals will not be needed Please scan and email all documents to rfliss@accountservicing.com or fax to 855.636-9493. Please note that your agreement requires the financed assets to be insured during the finance term. You will receive a letter with instructions for providing proof of insurance shortly after the commencement of your agreement. For more information, please refer to the paragraph titled INSURANCE in your agreement. If you have any questions, please call us at 866-288-9957. Thank you again for the trust you have put in us. We look forward to finalizing all your documentation details. Sincerely, �-y Ryan Fliss GreatAmerica Financial Services Corporation GreatAmerica Headquarters 625 First SI. SE, Suite 800 Cedar Rapids IA 52401 let 319.365.80001 fax 319.365.8607 Georgia Office 600 TomPark Lane I Suite 540 Kennesaw GA 30144 tel 770.951.94271 fax 770.951.0207 25D-13 Minnesota Office 408 East Main Street I Bldg. 1, Suite 6 Marshall MN 56258 tel 866.288.9957 1 fax 507.929.1510 EQUIPMENT FINANCE AGREEMENT GreatAmerica FINANCIAL SERVICED GREATAMERICA FINANCIAL SERVICES CORPORATION 625 FIRST STREET SE, CEDAR RAPIDS IA 52401 PO BOX 609, CEDAR RAPIDS IA 52406-0609 AGREEMENT NO.: 1405473 CUSTOMER I"YOU"OR"YOUR"I FULLLEGAL NAME: Santa Ana, Clty o} ADDRESS: 60 Civic Center Plz Santa Ana, CA 927014060. Laical RTC360 Scanner EQUIPMENT LOCATION: AS Stated Above TERMINMONTHS: 49 0— MONTHLY PAYMENTS OF: $2,083.00 FOLLOWEDBY. MONTHLY PAYMENTS OF: $9,826.55 ADVANCE PAYMENT: $2,083.00 EQUIPMENT COST/AMOUNT FINANCED: $9S.408.85 DOCUMENTSTAMP(IF APPLICABLE):_ SUBJECT TO THE ATTACHED NON•APPROPRIATENS ADDENDUM, THIS AGREEMENT IS NONCANCELABLE AND IRREVOCABLE. R CANNOT BE TERMINATED. PLEASE READ CAREFULLY BEFORE SIGNING. THIS AGREEMENT AND ANY CLAIM RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA AND ANY DISPUTE WILL BE ADJUDICATED IN A FEDERAL OR STATE COURT IN CALIFORNIA AUTHORIZED SIGNATURE BY SIGNING THIS PAGE, YOU REPRESENT TO FINANCING SOURCE THAT YOU HAVE RECEIVED AND READ THE ADDITIONAL TERMS AND CONDITIONS APPEARING ON THE SECOND PAGE OF THIS TWO-PAGE AGREEMENT. ONCE YOU SIGN THIS AGREEMENT AND WE ACCEPT IT, YOUR PAYMENT OBLIGATIONS UNDER THIS AGREEMENT ARE NONCANCELABLE AND IRREVOCABLE FOR THE FULL AGREEMENT TERM, SUBJECT TO THE TERMS OF THE ATTACHED NON -APPROPRIATIONS ADDENDUM. XSee attached signature page GreatAmerica Financial Services Corporation FINANCING SOURCE SIGNATURE PRINT NAME B TITLE DATE the undersigned, jointly and severally it more than one, unconditionally guarantee(s) that the Customer will timely perform all obligations under the Agreement. The undersigned also waives) any notification if the Customer is in default and consent(s) to any extensions or modifications granted to the Customer. In the event of default. the undersigned will immediately pay all sums due under the terms of the Agreement without requiring us or our assignee to proceed against Customer or any other party or exercise any rights in the Equipment. The undersigned, as to this guaranty, agree(s) to the designated forum and consen(s) to personal jurisdiction, venue, and choice of law as stated in the Agreement, agree(s) to pay all costs and expenses, including attorney fees, incurred by us or our assignee related to this guaranty and the Agreement, waive(s) a jury trial and transferal venue, and authorize(s) oblaining credit report. SIGNATURE: X INDIVIDUAL: DATE: SIGNATURE:X INDIVIDUAL: _ DATE (1405473)VG02EFAV 0315 10131/18p9GE.1=F]4 710 ADDITIONAL TERMS AND CONDITIONS AGREEMENT. You want us to provide financing to you pursuant to this Equipment Finance Agreement ('Agreement') in connection with your acquisition of the equipment andlor rights in the software referenced herein ('Equipmenll from your Vendor. In consideration of us now paying your Vendor, on your behalf, the amounts your Vendor invoiced you for the Equipment, and, if applicable, related installation, training, and/or implementation costs, you unconditionally agree to pay us the principal amount set forth above as the Equipment CostlAmounl Financed, with interest thereon at the rate implicit in the monthly amounts payable under the terms of this Agreement, which you agree to make each month by the due dale. This Agreement will begin on the dale we pay your Vendor for the Equipment or any later dale we designate. We may charge you a one-time origination fee or $150.00. If any amount payable to us is past due, you will pay us a late charge equal to: 1) the greater of len (10) cents for each dollar overdue or tweny-six ($26.00) dollars; or 2) the highest lawful charge, if less. If you choose to make any payments under this Agreement early, you will not be entitled to take a discount off of the aggregate amount of the monthly payments to be made under this Agreement. We made an investment in this Agreement in reliance on the anticipated stream of cash flows and any early discounted payment would frustrate our purpose in extending you credit under this Agreement. If an advance payment is required, the amount exceeding one payment shall be applied to the last payment(s) during the term. NET AGREEMENT. YOU UNDERSTAND WE ARE PAYING YOUR VENDOR FOR THE EQUIPMENT ON YOUR BEHALF BASED ON YOUR PROMISE TO PAY US UNDER THE TERMS OF THIS AGREEMENT, WITHOUT SET -OFFS FOR ANY REASON. EQUIPMENT USE. Unlit your obligations under this Agreement are satisfied in full, you agree to keep the Equipment in good working order, use it for business purposes only, not modify or move it from its initial location without our consent, and bear the risk of its non-compliance with applicable laws. You must resolve any dispute you may have concerning the Equipment with the manufacturer or your Vendor. You will comply with all laws, ordinances, regulations, requirements, and rules relating to the use and operation of the Equipment. If the Equipment includes any software, we are neither responsible for the software nor the obligations of you or the licensor under any license agreement related to the software. NO WARRANTY. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU CHOSE THE EQUIPMENT, AND YOUR VENDOR BASED ON YOUR JUDGMENT. YOU MAY CONTACT YOUR VENDOR FOR A STATEMENT OF THE WARRANTIES, IF ANY, THAT THE MANUFACTURER OR YOUR VENDOR IS PROVIDING. ASSIGNMENT. You may not sell, assign or sublease the Equipment or this Agreement without our written consent. We may sell or assign this Agreement or our rights in the Equipment, in whole or in pad, to a third party without notice to you. You agree that if we do so, the assignee will have our rights but will not be subject to any claim, defense, or setoff asseriable against us or anyone else. LOSS OR DAMAGE. You are responsible for any damage to or loss of the Equipment No such loss or damage will relieve you from your payment obligations hereunder. We are not responsible for, and you will indemnity us against any claims, losses or damages, including attorney lees, in any way relating to the Equipment or data stored on it. In no eventwill we be liable for any consequential orindirect damages. INSURANCE. You agree to maintain commercial general liability insurance acceptable to us. You also agree to: 1) keep the Equipment fully insured against loss at its replacement cost, with us named as loss payee; and 2) provide proof of insurance satisfactory to us no later than 30 days following the commencement of this Agreement, and thereafter upon our written request. 11 you fail to maintain property loss insurance satisfactory to us and/or you fail to timely provide proof of such insurance, we have the option, but not the obligation, to secure properly loss insurance on the Equipment from a carrier of our choosing in such forms and amounts as we deem reasonable to protect our interests. If we secure insurance on the Equipment, we will not name you as an insured parry, your interests may not be fully protected, and you will reimburse us the premium which may be higher than the premium you would pay if you obtained insurance, and which may result in a profit to us through an investment in reinsurance. If you are current in all of yourobligations underlhe Agreement at the time of loss, any insurance proceeds received will be applied, at our option, to repair or replace the Equipment, or to pay us the remaining payments due or to become due underthis Agreement, discounted at 3%= per annum. OWNERSHIP. You own the Equipment, including any software license rights granted to you, it any, by your Vendor or third-parly supplier(s). We do nothvill not own the Equipment at any point during the term of this Agreement unless we lake possession of it in connection with exercising default remedies or it you do not appropriate funds to make all payments contemplated hereunder. You hereby grant us a security interest in the Equipment to secure your performance under this Agreement, to be released at the end of the term provided you have performed all of your obligations under this Agreement. You represent to us that you signed this Agreement prior to your receipt of any part of the Equipment. TAXES. You agree that you will pay when due, either directly or by paying your Vendor, all taxes and tees relating to the Equipment, your purchase o1 the Equipment or this Agreement. If your Vendor invoices you for taxes, we may include the invoiced lazes in the amounts we finance for you under this Agreement. However, payment of sales, use or property taxes shall not be our responsibility under any circumstances. DEFAULTIREMEDIES. If a payment becomes 10- days past due, or if you otherwise breach this Agreement, you will be in default, and we may require that you return the Equipment to us at your expense and pay us: 1) all past due amounts and 2) all remaining payments for the unexpired term, discounted at 3% per annum; and we may disable or repossess the Equipment and use all other legal remedies available to us. You agree to pay all our costs and expenses (including reasonable attorney fees) we incur in any dispute with you related to this Agreement. You agree to pay us 1.5% interest per month on all past due amounts. In the event of your default, you waive nofices of ourintent to accelerate the payments, the acceleration of the payments and of the enforcement of our rights under this Agreement. To the extent you are permitted by law, you waive all defenses you would otherwise have under the Uniform Commercial Code, if any, and common law. You are solely responsible for protecting and removing any confidential dalahmages stored on the Equipment prior to its return for any reason. MISCELLANEOUS. This Agreement is the entire agreement between you and us relating to the Equipment and supersedes any prior representations or agreements, including any purchase orders. Amounts payable under this Agreement may include a profit to us. The parties agree that the original hereof for enforcement and perfection purposes, and the sole 'record'consfilufing'chaltel paper under the UCC, is the paper copy hereof bearing 01 the original or a copy of either your manual signature or an electronically applied indication of your intent to enter into this Agreement, and (i) our original manual signature. If a court finds any provision of this Agreement unenforceable, the remaining terms of this Agreement shall remain in effect. You authorize us to either insert or correct the Agreement number, serial numbers, model numbers, beginning date, and signature date and acknowledge that if your Vendor filled in any blanks above, they did so on your behalf. All other modifications to the Agreement must be in writing signed by each party. (1405473)VG02EFAV_0315 10/31118 26U45 710 GOVERNMENTAL ENTITIES ADDENDUM This is an addendum ("Addendum") to and part of that certain agreement between GreatAmerica Financial Services Corporation ("we", "us", 'bur") and Santa Ana, City of ("Governmental Entity", "you", "your"), which agreement is identified in our records as agreement number 1405473 ("Agreement"). All capitalized terms used in this Addendum which are not defined herein shall have the meanings given to such terms in the Agreement. APPLICABLE TO GOVERNMENTAL ENTITIES ONLY You hereby represent and warrant to us that as of the date of the Agreement: (a) the individual who executed the Agreement had full power and authority to execute the Agreement on your behalf; (b) all required procedures necessary to make the Agreement a legal and binding obligation against you have been followed; (c) the Equipment will be operated and controlled by you and will be used for essential government purposes for the entire term of the Agreement; (d) that all payments due and payable for the current fiscal year are within the current budget and are within an available, unexhausted, and unencumbered appropriation; (e) you intend to pay all amounts payable under the terms of the Agreement when due, if funds are legally available to do so; (f) your obligations to remit amounts under the Agreement constitute a current expense and not a debt under applicable state law; (g) no provision of the Agreement constitutes a pledge of your tax or general revenues; and (h) you will comply with any applicable information reporting requirements of the tax code, which may include 8038-G or 8038 -GC Information Returns. If funds are not appropriated to pay amounts due under the Agreement for any future fiscal period, you shall have the right to return the Equipment and terminate the Agreement on the last day of the fiscal period for which funds were available, without penalty or additional expense to you (other than the expense of returning the Equipment to the location designated by us), provided that at least thirty (30) days prior to the start of the fiscal period for which funds were not appropriated, your Chief Executive Officer (or Legal Counsel) delivers to us a certificate (or opinion) certifying that (a) you are a state or a fully constituted political subdivision or agency of the state in which you are located; (b) funds have not been appropriated for the applicable fiscal period to pay amounts due under the Agreement; (c) such non -appropriation did not result from any act or failure to act by you; and (d) you have exhausted all funds legally available for the payment of amounts due under the Agreement. You agree that this paragraph shall only apply if, and to the extent that, state law precludes you from entering into the Agreement if the Agreement constitutes a multi-year unconditional payment obligation. If and to the extent that the items financed under the Agreement is/are software, the above -referenced certificate shall also include certification that the software is no longer being used by you as of the termination date. The undersigned, as a representative of the Governmental Entity, agrees that this Addendum is made a part of the Agreement. • I. THE UNDERSIGNED, HEREBY CERTIFY THAT, AS OF THE DATE OF THE AGREEMENT, (A) THE INDIVIDUAL WHO EXECUTED THE AGREEMENT HAD FULL POWER AND AUTHORITY TO EXECUTE THE AGREEMENT AND (B) THE REPRESENTATIONS SET FORTH ABOVE IN THE PARAGRAPH TITLED "APPLICABLE To GOVERNMENTAL ENTRIES ONLY" ARE TRUE AND ACCURATE IN ALL MATERIAL RESPECTS. VG07NAMC_0818 25D-16 Great America Finance Agreement (Leica Scanner)—Signature Page IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Mmey By: ( 1 jup ff Ta a ogosian Assistant City Attorney RECOMMENDED FOR APPROVAL: DAVID VALENTIN Chief of Police CITY OF SANTA ANA RAUL GODINEZ II City Manager GREAT AMERICA FINANCIAL SERVICES By: Title: 25D-17 25D-18