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HomeMy WebLinkAboutGREATAMERICA FINANCIAL SERVICESINOURIME NOT REQUIRED WORK MAY PROCEED CLERK OF COUNCIL 1r=' DEC 21 2016 \Lvi (-slm�xtIJ* X ;; GreatAmerica 411111111111111111116FINANCIAL 'SERVICES Return t}R1UlNAL A-2018-287 Executed COPY to GOTC (M-3o/Til) EQUIPMENT FINANCE AGREEMENT GREATAMERICA FINANCIAL SERVICES CORPORATION 625 FIRST STREET SE, CEDAR RAPIDS IA 52401 PO BOX 609, CEDAR RAPIDS IA 52406-0609 AGREEMENT NO,� 1405473 CUSTOMER. 1 -YOU"' OR^YOUR"t. FULL LEGAL NAME,,,. ADDRESS: 60 Civic Center Piz Santa Ana, CA 927014060 VENUOR (VENOOR IS NOT OUR AGENT AND IS NOT AUTHORIZED BY US TO ACTON OUR BEHALF OR TO WAIVE OR ALTER. ANY PROVISION OF THIS AGREEMENT) Leica RTC360 Scanner EQUIPMENT LOCATION: As Stated Above T£RMINMONTHS:49 41_ MONTHLY PAYMENTS OF: 12,083,00 FOLLOWEOBY: I MONTHLY PAYMENTSOF: $9,826.55 ADVANCE PAYMENT: b2.O83.00 EQUIPMENT COSTIAMOUNT FINANCED: 3224UUUD DOCUMENT SUBJECT TO THE ATTACHED NON•APPROPRIATENS ADDENDUM, THIS AGREEMENT IS NONCANCELABLE AND IRREVOCABLE. IT 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 CAUFORNUL CUSTOMEWS AUTHORIZED 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. XBee attached signature page a 51,1111i MOIRE SOURCE CWE,%,, uw%,-OuW'I GreartArneric - GreatArnerica Financial Services Corporation NNANGiNG SWHUL SIGNATURE PRINT NAME 6 TITLE DATE the undersigned, jointly and save rally II more )Ban One, Unconalconany guarameefs) mai me Luslomer will timely peuurm an 00nge none mme, ma hU, earn em. I me In nuersgneu also waive(s) any notification If the Customer is in default and eonsentis) to any extensions or modifications granted to the Customer. In the event of default, the undersigned will Immediately pay all sums due undar 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, agrae(s) to the designated forum and consent(s) to personal jurisdiction, venue, and choice of law as stated in the Agreement, agrees) to pay all casts and expenses, including altomey fees, incurred by us or out assignee related to this guaranty and the Agreement, wave(s) a jury trial and transfer of venue, and authorizals) obtaining credit reports. SIGNATURE X INDIVIDUAL: r{��',���y DATE: p III eo9,n9p „m . f `' , � recti d2 - I $ . 2 1A 4' Maria D. Huizar Clerk of the Council (i4CS473)VGG2EFAV_0316 10131118 PAGE t OF 710 t� eMIJUMS o CONDITIONS AGREEMENT. You want us to provide financing to you pursuant to this Equipment Finance Agreement ('Agreemenr) in connection with your acquisition of the equipment and/or rights in the software referenced herein ("Equipment') 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 casts, you unconditionally agree to pay us the principal amount set forth above as the Equipment CosllAmount 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 date we pay your Vendor for the Equipment or any later dale we designate. We may charge you a one-time origination fee of $150,00. If any amount payable to 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-six ($26.00) dollars; or 2) the highest lawful charge, if less. II 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 Bows 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. Until 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-compilence 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, EMPRESS 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 part, to a third party without notice to you. You agree that i1 we do so, the assignee will have our rights but will not be subject to any claim, defense, or setoff asserlable against us or anyone else. LOSS OR DAMAGE. You are responsible for any damage to or loss of the Equipment. No such lass or damage will relieve you from your payment obligations hereunder. We are not responsible for, and you will indemnify us against, any claims, losses or damages, including attorney fees, in any way relating to the Equipment or data stored on it. In no event will we be liable for any consequential or indirect 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 cast, 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. If you fail to maintain property loss insurance satisfactory to us andlor you fail to timely provide proof of such insurance, we have the option, but not the obligation, to secure property 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 party, 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 your obligations under the 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, if any, by your Vendor or third -party supplier(s). We do noUwill 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 if 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 fees relating to the Equipment, your purchase of the Equipment or this Agreement, If your Vendor invoices you for taxes, we may include the invoiced taxes 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 notices of our intent 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' constituting "chattel paper" under the UCC, is the paper copy hereof bearing (I) the original or a copy of either your manual signature or an electronically applied indication of your intent to enter into this Agreement, and (ii) 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. Allother modifications to the Agreement must be in writing signed by each party. (1405473)VG02EFAV_ 0515 10/31/18 PAGE 2 OF 2 710 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. GOVERNMENTAL CERTIFICATE 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 ENTITIES ONLY" ARE TRUE AND ACCURATE IN ALL MATERIAL RESPECTS. NAME 6 TITLE: GreatAmerica Financial Services Corporation SIGNATURE PRINT NAME 6 TITLE DATE VG07NAMC_0818 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. APPROVED AS TO FORM: SONIA R. CARVALHO City rney Fay: Ta a ogosian Assistant City Attorney RECOMMENDED FOR APPR L: --Pl ID VALENTIN Chief of Police CITY OF SANTA ANA RA GODINEz City Manager CREAT AMERICA FINANCIAL SERVICES By: Title: Return ORIGINAL Executed Copy to COTC (M -30/T11) r"GreatAmencae �L FINANCIAL SERVICES October 31, 2018 Santa Ana, City of 60 Civic Center Plz 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, 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 $199 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, vim Ryan Fliss GreatAmerica Financial Services Corporation GreatAmerica Headquarters Georgia Office Minnesota Office 625 First St, SE, Suite 800 600 TownPark Lane 1 Suite 540 408 East Main Street I Bldg. 1, Suite 6 Cedar Rapids IA 52401 Kennesaw GA 30144 Marshall MN 56258 tel 319.385.8000 1 tan 319.365.8607 tat 770,951.94271 fax 770.951.0207 tet 866,288.9957 1 fax 507.929.1510