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Home My WebLink AboutPRECISION SURVEY SUPPLYIldSURANGE NOT RE.LIU RED WCHK+UTAY PHOCEED CLERK OF COUNCIL JAN 14 2019 p 0''l� L3 vi LA0 AGREEMENT TO PROVIDE LEICA SCANNER EQUIPMENT ExhiL__ _ THIS AGREEMENT is made and entered into this 18" day of December, 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"). 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. c. Precision Survey Supply agreed to accept $95,408.85 from GreatAmerica Financial Services on behalf of 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 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. 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 To Consultant: Sam EI -Said General Manager 8628 Utica St, Suite 800 Rancho Cucamonga, CA. 91786 sam@preci sionsurveysupply.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 or certified, 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 of calculating 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: CITY OF SANTA ANA ..rh ,7�' M ria D. Huizar'• Raul Godinez II Clerk of the Council City Manager APPROVED AS TO FORM SONIA R. CARVALHO CONSULTANT: City A'ttttornneey B y�,�,!.itul �... Tamara Bogosian Sam EI -Said Assistant City Attorney General Manager Precision Survey Supply RECOMMENDED FOR APPROVAL: CAVI ALENTIN Chief of Police lflPrecision Survey Supply ADDRESS Wes Hadley Santa Ana Police Dept 60 Civic Center Dr Santa Ana, CA 92701 ESTIMATE a DATE 31242 11/02/2018 SALES REP SE Pmdslon Survey Supply, LLC 8628 Utica Avenue #800 Rancho Cucamonga, CA 91730 US 909-931-4040 sam@precisionsu rveysupply.com www.preclsionsu rveysupply,com SHIP TO Wes Hadley Santa Ana Police Dept 60 Civic Center Dr Santa Ana, CA 92701 EXHIBITA Estimate ACTIVITY OTY RATE AMOUNT 6012673 1 78,000.00 78,000.00T Leica RTC360 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 RT0360 Rain Cover 6013561 1 yr RTC360 Laser Scanner CCP Basic 842066 1 1,449.00 1,449.00T GST80, Lightweight Tripod for RTC360 Laser Scanner 661518 1 4,329.00 4,329.00T Cyclone REGISTER 360 Permanent 788753 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 1 900.00 900.00T IMS Map360 v2 Animation Extension Includes 3 months of CCP 8246186 1 -900.00 •900.00T MS Map360 v2 Animation Extension -Discounted item ACTIVITY OTY RATE AMOUNT 8248187 $ 6,300.00 6,300.00T IMS Map360 v1 Point Cloud Extension Includes 3 months of CCP Trade In 1 -7,800.00 -7,800.00T Trade In Sokkia 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 # 1405473 provided by Great America Finance. This estimate and finance offer under these terms expire 12-31-2018. SUBTOTAL 88,546.50 TAX (7.75%) 6,862.35 TOTAL $95,408.85 Accepted By Accepted Date EXHIBIT B 'GreatAmerlca LIFINANCIAL 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: • 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, Ryan Fliss GreatAmerica Financial Services Corporation GreatAmerica Headquarters Georgia Office Minnesota Office 625 First St. SE, Suite 800 600 TownPark Lane I Suite 540 408 East Main Street I Bldg. 1, Suite 6 Cedar Rapids IA 52401 Kennesaw GA 30144 Marshall MN 56258 tel 319,365 8000 1 fax 319.365 8607 tel 770.951.9427 1 tax 770.951.0207 tel 866,288 9957 [fax 507.929.1510 EQUIPMENT FINANCE AGREEMENT GREATAMERICA FINANCIAL SERVICES CORPORATION 625 FIRST STREET SE, CEDAR RAPIDS IA 52401 �� r G r e a t A m e r i c a PO BOX 609, CEDAR RAPIDS IA 524064609 � F I NA N C I AL SERVICES AGREEMENT NO 1405473 CUSTOMER'1'•rau-oR••YouR fULL LEGAL NAME So in ADDRESS 60 Civic Center Pit Santa Ana, CA 927014060 VENDORIVENOoots NOTOURAGENTAHO 1I PATHORIZED BY USTOACTONOURBENALPORTO WANE OR ALTER ANY PROVISION OF THISAGREEMENT Precision Survey Supply Rancho Cucamonga, CA Leica RTC360 Scanner EQUIPMENT LOCATION: TERMINMONTHs 49 48 MONTHLY PAYMENTS OF: 2063.00 FOLLOWED BY, 1 MONTHLY PAYMENTS OF $826.55 ADVANCE PAYMENT2063.00 EQUIPMENT COSTIAMOUNT FINANCED. $95,406.65 DOCUMENT STAMP (IF APPLICABLE)._ SUBJECT TO THE ATTACHED NON -AP PROP RIATENS 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 CALIFORNIA,- xIfx• r 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. s GreatAmerica Financial Services Corporation FINANCING SOURCE vµ SIGNATUREmPRINi NAMEd TITLE DATE Ine undersigned, lour y and severally it more than One, uncondll,nna'ly guaranleelsl [hal the Customer will Ilmely call all obSgar under the Agreement. The undersigned also waves) any notification If the Customer Is in default and consent(s) b any extensions or modifications granted to the Customer In the event of delaull, 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 guaranly, agree(s) to the designated forum and consents) to personal tonsil venue, and choice of law as stated in the Agreement, agrees) b pay all costs and expenses• including attorney lees, incurred by us or our assignee related w This guaranty and the Agreement, waive(s) a jury Vial and transfer of venue, and authod2els) obtaining credit reports. NDIVIl DATE: SIGNATURE: X INDIVIDUAL: DATE: (1405473)VG02EFAV 0315 10/31118 PAGE 1 OF 2 710 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 ('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 costs, you unconditionally agree to pay us the principal amount set forth above as the Equipment CosVAmount Financed, with interest thereon at the rate r icil in the 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 dale we pay your Vendor for the Equipment or any later date we designate. We may charge you a onetime origination lee of $150 A0, If any amount payable to us is past due, you will pay us a late charge equal to. 1) the greater often (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 amounlol 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 SETOFFS FOR ANY REASON. EQUIPMENT USE. Until yourobligations 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 anylicense 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 pact, to a third party without notice to you. You agree brat if we do so, the assignee will have our rights but will not be subject to any claim, defense, or set-off assailable against u s or anyone else. LOSS OR DAMAGE. You are responsible for anydamage to or loss of the Equipment. No such loss ordamage 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 lees, in anyway relating to the Equipment or data stored on it. In no event will we be liabie 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 fogy 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 fallowing the commencement of this Agreement, and thereafter upon our written request. If you fail to maintain property loss insurance satisfactory lo 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 aninsuri pally, your interests may not be fully protected, and you will reimburse us the premium which maybe higher than the premium you would Day if you obtained insurance, and which may result in a prof( to us through an investment in reinsurance. If you are current in all of your obligations underthe Agreement ai the timeol loss, anyinsurance proceeds received will be applied, at ouroption, to repairor replace the Equipment, or to pay us the remaining payments due or to become due under this Agreement, discounted al3% per annum, OWNERSHIP. You own the Equipment, including any software license tights granted to you, if any, by your Vendor or third -party suf ier(s). We do no ill 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, al taxes and fees relating lo the Equipment, your purchase of the Equipment or this Agreement. II 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 104 days past due, or it 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 posts 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, it any, and common law. You are solely responsible for protecting and removing any confidential dalaAmages stored an the Equipment prior toils return for any reason. MISCELLANEOUS. This Agreement is the entire agreement between you and us relating to the Equipment and supersedes any prior represenlations 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'recri consttuting'chattel paper' under the UCC, is the paper copy hereof bearing li) 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 could 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 dale, and signature dale 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 10/31/15 PAGE 2 OF 2 710 GOVERNMENTAL ENTITIES ADDENDUM This is an addendum ("Addendum") to and part of that certain agreement between GrealAmerica 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. s 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. VG07NAMC OBIS