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HomeMy Public PortalAbout163-2019 - Finance - First Bank Richmon... Fire Truck - Contract No.178-2018EQUIPMENT FINANCE CONTRACT CREDITOR R SECURED PARTY LEGAL NAME AND ADDRESS OF DEBTOR(S) SUPPLIER OF EQUIPMENT CONTRACT NO. First Bank Richmond City of Richmond See Schedule -A attached hereto 50 N 5th St and made a part hereof. .146058 31 N 9th St Richmond, IN 47314-4247 Richmond, IN 47374 JOINTLY AND SEVERALLY RESPONSIBLE FINANCED EQUIPMENT QUANTITY DESCRIPTION -- MODEL # SERIAL # OR OTHER IDENTIFICATION See Schedule A attached hereto and made a part hereof. EQUIPMENT LOCATIONS IF DIFFERENT MUST BE SHOWN ON SEPARATE DOCUMENTATION. AMOUNT OF EACH PAYMENT I ADVANCE PAYMENT(S) TERM OF CONTRACT SECURITY DEPOSIT TERMS 1 $54,601.78 $0.00 I 48 Months f $0.00 GUARANTY To induce Creditor to enter into the Contract proposed hereon the undersigned {jointly and severally, if more than one) unconditionally guarantees to Creditor the prompt payment when due of all ❑ebtor's obligations to Creditor under the Contract. Creditor shall not be required to proceed against Debtor or the Equipment or enforce any other remedy before proceeding against the undersigned. The undersigned agrees to pay all attorneys' fees and other expenses incurred by Creditor by reason of default by the Debtor or the undersigned. The undersigned waives notice of acceptance hereof and of all other notices or demands of any kind to which the undersigned may be entitled. The undersigned consents to any extensions or modification of the Contract and any indulgences granted to Debtor, including, but not limited to, the release and/or compromise of any obligations under or any collateral for the Contract. This is a continuing Guaranty and shall not be discharged or affected by the death of the undersigned, shall bind the undersigned and the heirs, administrators, representatives, successors and assigns of the undersigned, and may be enforced by or for the benefit of Creditor or any assignee or successor Creditor. SIGNATURE X NIA NIA PERSONAL GUARANTOR (SIGN WITHOUT TITLES) DATE TYPE NAME: NIA RES. ADDRESS: NIA CITY, STATE, ZIP: NIA TERMS AND CONDITIONS 1. 'The words' "you" and "your" refer to' the Debtor, its permitted successors and assigns. The words "we" "us" and "our" refer to the Creditor & Secured Party ("Creditor") its successors and assigns. Subject to the terms of this Contract and any schedules or exhibits hereto, we agree to offer financing to you as described in the "Terms" .Section. This Contract and your obligations hereunder will be effective as of the date the Contract is accepted and signed by you (Effective Date). 2. As Debtor, you promise to repay the amount financed hereunder according to the terms of this Contract in the amounts and at the times set forth in the "Terms" Section commencing on the Effective Date and continuing as set forth therein without need of an invoice. In the event of any conflict between the language of this Contract and any other document referring to this Contract, the language of this Contract will prevail. 3. Your obligation to make payments and pay other amounts due under this Contract is absolute, unconditional, non -cancelable, and not subject to abatement, reduction or set-off for any reason whatsoever. This is solely a financing contract and you selected the property to be financed, if any, and your supplier. You acknowledge that no agent of your supplier or any intermediary is our agent and that we have not and will not make any representation or warranty with respect to the fitness, merchantability, suitability, environmental compliance or value of such property relative to the Effective Date hereof. There are no other written or oral agreements between the parties hereto. 4. You hereby represent and warrant to us that the information you provided for the underwriting of this Contract was full, true and correct in all respects and the Contract contemplated herein is for business or commercial purposes, will not be used to purchase real estate or an interest therein, and is not for personal, family or household purposes. 5. You hereby grant us a lien upon and security interest under the Uniform Commercial Code ("UCC") in the property set forth above or in Schedule A ("Collateral") including any and all property purchased with the proceeds of this Contract and all accessions, additions, and replacements thereto.. You represent that; (a) you are the owner of the Collateral and hold title to the Collateral and will continue to be the owner of the Collateral hereafter acquired, free of all security interests, liens and encumbrances other than the security interest in favor of us and any existing liens we permitted by accepting this Contract; (b) on your behalf, the signatory has full power and authority to execute this Contract and to subject the Collateral to the security interest created hereby; (c) all Collateral is located at the address shown above or on Schedule A and may not be moved without our prior written consent; (d) you agree to; (i) keep all tangible Collateral in good condition and repair; (ii) give us at least thirty (30) days prior written notice of a change in the Debtols name or ownership or of any material damage to the Collateral; (iii) not permit any Collateral to be used or kept for any unlawful purpose or in the Debtor's name or ownership or of any material damage to the Collateral; ; (iii) not permit any Collateral to be used or kept for any unlawful purpose or in violation of any federal, state or local law; (iv) pay and perform all the obligations according to their terms; (v) permit us access to the Collateral at all reasonable times; and (vi) be liable for any expenditures we make to maintain and preserve the Collateral, including without limitation, taxes, levies, insurance, repairs, attorney's and accountant's fees and expenses, and for the collection, repossession, holding, preparation, and sale or other disposition of the Collateral. B. You agree to keep the Collateral insured in such amounts, against such risks, with such companies, and in form acceptable to us. Such insurance must name us or our assignee as an additional named insured and loss payee and must include provision for thirty (30) days prior written notice to us of cancellation. In the event you do not provide proof that you are maintaining such property insurance, you agree that we may, at our sole discretion; (a) elect to obtain insurance, in which event you agree to pay to us a monthly insurance charge which includes all related premiums, interest, charges, fees and profit to us or our agents for providing such coverage, or (b) elect to charge you an administrative fee, which you agree to pay to 'us, equal to five• (5) percent of each of your monthly payments which does not provide insurance nor relieve you of any responsibility to make all payments in the event of an uninsured loss. You hereby assign to us, as additional security for the payment of the amounts due hereunder, any and all proceeds and all other rights you have under all policies of insurance covering the Collateral, and you hereby direct the issuer of any such policy to pay directly to us any such monies. If you receive such monies, you agree to hold them in trust for our benefit. 7. Your execution, delivery, and performance of this Contract and any related documents and the grant of the security interest in the Collateral to us, are not in contravention of law or the terms of your organizational and governing documents, or any contract or agreement to which you are a party. This Contract constitutes your legal, authorized, valid, and binding obligation, enforceable in accordance with. its terms. There are no actions, proceedings, or investigations pending or threatened against you, and there are no judgments, federal or state tax liens or other liens, security interests or encumbrances against you, or your assets except as disclosed herein. INITIAL THIS IS PAGE I - SEE PAGE 2 FOR ADDITIONAL TERMS AND CONDITIONS WHICH ARE PART of THIS CONTRACT Revised 4/2/12017 IMPORTANT: Vendor and its representatives are not the agents of the Creditor. Contract No. 163-2019 EQUIPMENT FINANCE CONTRACT B. If you at any time fail to perform or observe any agreement herein, 12. If any part of any amount due is not paid when due, you agree to pay a we, in your name and on your behalf or, at our option in our own name, late charge equal to the lesser of ten (10) percent of the past due amount, or may perform or observe such agreement'and take any action, which we the maximum amount permitted by applicable law. If you agreed to, but fail to may deem necessary or desirable to cure or correct such failure. You make your.payments via mandatory ACH or cause such ACH processes to be irrevocably authorize us and grant us a limited power of attorney in your discontinued, you agree that your monthly payment will be increased by a name and on your behalf, or, at our option, in our own name, to take service fee of ten dollars per payment. If you deposited a Security Deposit any action we deem necessary to establish, perfect, protect or enforce with us as security for the full performance of all the terms and conditions of our security interest in and to the Collateral including, without limitation, this Contract, we may apply all or a portion of the Security Deposit to any of signing your name 'and, filing UCC-1 financing statements in the your obligations hereunder. We shall deduct from the Security Deposit a non - appropriate jurisdiction(s), refundable processing and fling fee of one hundred and twenty-five dollars or 9. Any of the following will constitute an event of default hereunder; (a) three hundred dollars if the Collateral includes titled equipment, unless such you fail to pay us any amount when due; (b) you or any guarantor fee is remitted by you at inception of this Contract. hereto breaches any warranty or faits to perform any other material 13. You have no right to sell, transfer, assign, lease, or encumber the covenants, promises or obligations under this Contract, or any other Collateral or this Contract. We may sell, transfer, assign or encumber this agreement entered into by you or any guarantor and held or serviced by Contract. You agree that if we sell, assign, or transfer this Contract, any us; (c) the existence of the Debtor is terminated or any actions assignee will have the rights and benefits assigned, but the assignee will not regarding the cessation or winding up of your business affairs are be subject to any claims, defenses or set-off that you may have against us. taken; (d) you default under any lease or mortgage applicable to the 14. This 'Contract shall be interpreted and all rights and liabilities of the real estate where the Collateral is located; (e) you assign this Contract parties hereto and hereunder shall be determined and governed as to validity, or its Collateral without our prior written consent; (f) you fail to notify 'us interpretation, enforcement and effect, by the laws of the state of Indiana. thirty (30) days in advance of your intent to transfer a material portion of Without limiting our right to bring any action or proceeding against you in the your assets, or the effective control of the Debtor; (g) information you courts of other jurisdictions, you hereby irrevocably submit to the jurisdiction of provided for the underwriting of this loan proves to be less than full, true any State or Federal court located in the County of Wayne, Indiana. Both you and correct; (h) you change your name, state of incorporation, or chief and we expressly waive.any right to a trial by jury. If any provision hereof or executive office, without thirty (30) days written notice to us; (1) if there is any remedy herein provided is found to be invalid under any applicable law, any material deterioration, impairment, decline 'in value, or material such provision shall be inapplicable and deemed omitted but all the remaining adverse change in the assets or conditions of you or of any guarantor or provisions and remedies shall be in effect in accordance with the 'intent any part of the Collateral; 0) you attempt to terminate our financing hereof. You agree that any delay or failure to enforce our rights under this statement; or (k)you or any guarantor hereto becomes insolvent. Contract or any Schedule does not prevent us from later enforcing any rights 10. If you are in default, at our election, we can; (a) accelerate and we may have. declare all sums due hereunder immediately due and payable in full, 15. You agree and acknowledge that; (a) the terms and conditions indicated together with interest at 1.5% per month calculated on such amounts above and on the first page are a complete and exclusive statement of our until paid, as well as any commissions paid to third parties; (b) take agreement and it may be modified only by a written agreement signed by all possession of any Collateral without prior notice or process of law and parties hereto and not by course of performance; (b) you have retained a full sell such Collateral in a commercially reasonable manner and apply the and complete copy of this Contract; (c) your obligations will be binding upon proceeds to your obligations hereunder with you remaining liable for your successors, assigns, heirs and legal representatives; (d) our waiver of any deficiency; (c) require you to, assemble the Collateral, and make it any provision hereunder on .any occasion shall not constitute a waiver at any available to us at any location selected by us; (d) utilize any remedy other time or of any other matter. available under the Uniform Commercial Code or any other applicable 15. ANNUAL FINANCIAL STATEMENTS. On or before the first anniversary law and if � ee pursue any or all such remedies, you agree to pay our date of the commencement of this Contract, and each year thereafter- on the reasonable attorney's fees and costs_, including repossession, storage, anniversary date, until this Agreement expires, Creditor may require Debtor to collection costs, non -sufficient funds charges, and similar charges; (e) obtain and deliver to Creditor true and accurate financial statements for the seize all books and records pertaining to the Collateral; and (f) you prior fiscal year. If Debtor fails to obtain and deliver to Creditor its financial hereby waive presentment, notice of dishonor, protest, notice of intent statements, or if Creditor determines in good faith that a material adverse to accelerate maturity and notice of acceleration in connection with this change has occurred in Debtor's financial condition or that the prospect for Contract, any note or other document. payment is impaired for any reason, Creditor may declare this Contract in 11. -As security for the prompt and full payment of the amounts due default. If Creditor declares this Contract in default under the provisions of this under this Contract, and Debtor's complete performance of all of its paragraph only, Creditor shall'send written notice to Debtor of the grounds of obligations under this Contract, and any extension or renewal hereof, said default. Debtor shall thereafter have ten (10) business days in which to Debtor has deposited with Creditor the security amount set forth in the cure said default, either by providing its financial statements or providing such section shown as "Security Deposit." In the event any default shall be additional information as to render the financial statements acceptable to made in the` performance of any of Debtor's obligations under this Creditor, in Creditor's sole discretion. Contract, Creditor shall have the right, but shall not be. obligated, to 17. ELECTRONIC SIGNATURES: This Contract and any ancillary apply the security deposit to the curing of such default. Within 15 days agreements may be executed in one or. more counterparts, each of after Creditor notifies Debtor that Creditor has applied any portion of the which shall be deemed to be an original and all of which, when taken security deposit to the curing of any default, Debtor shall restore said together, shall be deemed to be one and the same agreement or security deposit to the full amount set forth in the section shown as document. A signed copy of this Contract or any ancillary agreement "Security Deposit". On the expiration or earlier termination of this transmitted by, facsimile, email or other means of electronic Contract, or any extension or renewal hereof, provided Debtor has paid transmission shall be deemed to have the same legal effect as delivery all of the payments called for and fully performed all other provisions of of an original executed copy of this Contract or such ancillary this Contract, Creditor will treturn to. the Debtor any then remaining agreement for all purposes. balance of said security deposit, without interest.. Said security deposit may be commingled with Creditor's other funds. ' CREDITOR: First Sank Rich and DEBTOR: C-4 of Richmond SIGNATURE: M,/ SIGNATURE: �, /r ,� gY 4 Date By Date TYPE NAME: Vicki Robinson TYPE NAME TITLE: President, Board • L - TITLE: THIS IS PA — SEE PAGE 1 FOR ADDITIONAL TERMS AND CONDITIONS WHICH ARE PART OF THIS CONTRACT IMPORTANT: Vendor and its representatives are not the agents of the Creditor. ofFPublic Works Revised 4/21/2017 r NON -CANCELLABLE EQUIPMENT FINANCE -CONTRACT ACKNOWLEDGEMENT r Contract Number: 146058 Date of Contract: 10122/201 9 SupplierlService Provider: Spartan Motors USA Debtor: -City of Richmond Creditor: First Bank Richmond • J IN REFERENCE TO THE ABOVE MENTIONED NON --CANCELLABLE EQUIPMENT FINANCE CONTRACT, THE FOLLOWING IS HEREBY ACKNOWLEDGED AND ACCEPTED BY THE DEBTOR: Should the Supplier of the Equipment (Supplier) or Provider of Services (Service Provider) fail to deliver on any services or promises made to the Debtor, the Debtor will look solely to the Supplier or Service Provider for rectification and -satisfaction. The Debtor will hold the Creditor of the Contract or its assigns harmless. The Contract signed on behalf of the Debtor is. non --cancellable. The Debtor will still be responsible for the monthly payment due to the Creditor. or its assigns for the above referenced Contract Number regardless of lack of performance or lack of delivery on behalf of the Supplier or Service Provider. ALL OTHER CONDITIONS AND.TERMS OF THE NON -CANCELLED EQU-IPMENT FINANCE CONTRACT REMAIN INTACT. I Please sign and date where indicated below to acknowledge acceptance. . • ACKNOWLEDGED AND ACCEPTED: r Debtor: City of Richmond BY. • tee f DATE: 10122/2019 PRINTED NAME: TITLE: Revised 8!1 /2019 J 3 � 1 r SCHEDULE "A" Contract Number: 146058 Creditor: First Bark Richmond Debtor: City of Richmond Se11er: Spartan Motors USA 75 Remittance Drive Dept 3012, Chicago , IL 60675-3012 Equipment Location: 50 N 5th St Richmond IN 47374-4247 Equipment List 1 20-19 2019 Spartan ER Star Pumper4S9ADEUB5KB419587 This Schedule "A" is attached to and a part of First Bank Richmond Contract Number 146058 and constitutes a true and accurate description•of the equipment. Debtor - - Signature: 0122120 9 9 Name Title Revised 2/18/2017 10/22/2019 838:09 AM Page 1 Compound Period ......::. Monthly. Nominal Annual Rate .... 1.630 CASH FLOW DATA Event Date Amount Number Period End Date 1 Loan 10/10/2019 212,096.00 1 2 Payment 02/01 /2020. 54,601.78 .4 Annual 02/01 /2023 AMORTIZATION SCHEDULE -Normal Amortization. Date Payment Interest 'Principal Balance Loan 10/10/2019- 212,096.00 ' 2019 Totals 0.00 0.00 0,00 1 02/01/2020. 545601.78 1;074.69 533527.09 158,568.91 2020 Totals 547601.78 15074.69 535527.09 2 02/01/2021 545601.78 2,1604.07 51,997.71 1063571.20 2021 Totals 54,601.78 23604.07 513997.71 3 02/01/2022 54,601.78 17750.15 523851.63 535719.57 2022 Totals 54,601.78 13750.15 .52,851.63 4 02/01/2023 54,601.78 882.21 533719,857 0.00 2023 Totals � 545601.78 882.21 53,719.57 Grand Totals 2183407.12 . 63311.12 2121096.00 10/22/2019 8:38:09 AM Page 2 Last interest amount increased by 0.01 due to rounding. Contract No.146058 Debtor Name: City of Richmond Creditor Name: First Bank Richmond Address: 50 N 5th St Address: 31 N 9th St L Richmond, IN 47374-4247 City, State, Zip: City, State, Zip: Richmond, IN 47374 -Phone: 765-983-7218 Phone: 765-962-2581 EQUIPMENT LOCATION: 50 N 5th St Richmond IN 47374-4247 (if different from address above) QUANTITY DESCRIPTION: Model No., Serial No., or other identification * See Schedule A Attached hereto and made a part hereof.* DELIVERY AND ACCEPTANCE RECEIPT The undersigned Debtor hereby acknowledges receipt of the equipment described above or on any'attached schedule (the "Equipment") fully installed and in good working condition, and Debtor hereby accepts the Equipment after full inspection thereof as satisfactory for all purposes of the above referenced EFC. executed by Debtor with Creditor. Debtor certifies that Creditor has fully and satisfactorily performed all covenants and conditions to be performed by Creditor under the EFC and has delivered the Equipment selected solely by the Debtor in accordance with Debtor's directions. DEBTOR AGREES THAT THE CREDITOR HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, DIRECTLY OR INDIRECTLY, EXPRESSED OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING THE SUITABILITY OF SUCH EQUIPMENT, -ITS DURABILITY, ITS FITNESS FOR ANY PARTICULAR PURPOSE, IT MERCHANTABILITY, ITS CONDITION, AND/OR ITS QUALITY, AND AS BETWEEN DEBTOR AND CREDITOR OR CREDITOR'S ASSIGNEE, DEBTOR HAS AN EFC ON THE EQUIPMENT "AS IS" AND DEBTOR AFFIRMS THAT IT HAS NO DEFENSES OR COUNTER -CLAIM AGAINST CREDITOR OR CREDITOR'S ASSI_GNEE IN CONNECTION WITH THE EFC. Debtor represents and warrants that none of the equipment was delivered prior to the execution of the subject EFC unless Creditor shall have previously consented thereto, in writing. Debtor understands that Creditor is relying upon this receipt as a condition for making payment for the cost of the EFC Equipment to Vendor.. Debtor hereby authorizes the commencement, of the EFC, including EFC payments. DEBTOR: City of Richmond SIGNATURE: awl TYPE NAME: '[mil ��►ti7 �ti� ����� TITLE: �►tiG� �- DATE EQUIPMENT ACCEPTED: Revised 4/21 /2017