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HomeMy Public PortalAbout053-2014 - First Federal Leasing -Lifestar Rescue Fire EquipmentP f'IH1DIIIICAIT CId1AOIfIC rI'1kITo - CREDITOR & SECURED PARTY V VIA 11\I1V 1 LEGAL NAME AND ADDRESS OF DEBTOR(S) SUPPLIER OF EQUIPMENT CONTRACT NO. First Federal Leasing City of Richmond Life Star Rescue Inc. 31 North 9`h Street 50 North 5th Street 1171 Production Drive 132903 P.O. Box 1145 Richmond, IN 47374 Van Wert, OH 45891 Richmond, IN 47375-1145 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 ADVANCE PAYMENT(S) NUMBER OF PAYMENTS TERM OF CONTRACT SECURITY DEPOSIT TERMS See Schedule B See Schedule B See Schedule B See Sch. B $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 Debtor'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 N/A PERSONAL GUARANTOR (SIGN WITHOUT TITLES) DATE TYPE NAME: RES.ADDRESS: CITY, STATE, ZIP , 6. 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 Collat I d 11 TERMS AND CONDITIONS era an wl continue to be the owner of the Collateral hereafter acquired, free of all security interests, liens and encumbrances other than 1. The words "you" and "your" refer to the Debtor, its permitted the security interest in favor of us and any existing liens we permitted by successors and assigns. The words "we" "us" and "our" refer to the Creditor & Secured Party ("Creditor") its successors and assigns. 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 Subject to the terms of this Contract and any schedules or exhibits interest created hereby; (c) all Collateral is located at the address shown hereto, we agree to offer financing to you as described in the "Terms" above or on Schedule A and may not be moved without our prior written Section. This Contract and your obligations hereunder will be effective consent; (d) you agree to; (i) keep all tangible Collateral in good condition and as of the date the Contract is accepted and signed by you (Effective repair; (ii) give us at least thirty (30) days prior written notice of a change in Date). 2. As Debtor, you promise to repay the amount financed hereunder 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 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 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 and continuing as set forth therein without need of an invoice. In the all reasonable times; and (vi) be liable for any expenditures we make to event of any conflict between the language of this Contract and any maintain and preserve the Collateral, including without limitation, taxes, levies, other document referring to this Contract, the language of this Contract will prevail. insurance, repairs, attorney's and accountant's fees and expenses, and for 3. Your obligation to make payments and pay other amounts due the collection, repossession, holding, preparation, and sale or other disposition of the Collateral. under this Contract is absolute, unconditional, non -cancelable, and not subject to abatement, reduction or set-off for any reason 7. You agree to keep the Collateral insured in such amounts, against such whatsoever. This is solely a financing contract and you selected risks, with such companies, and in form acceptable to us. Such insurance the property to be financed, if any, and your supplier. You must name us or our assignee as an additional named insured and loss payee acknowledge that no agent of your supplier or any intermediary and must include provision for thirty (30) days prior written notice to us of is our agent and that we have not and will not make any cancellation. In the event you do not provide proof that you are maintaining representation or warranty with respect to the merchantability, such property insurance, you agree that we may, at our sole discretion; (a) suitability, environmental compliance or value of such property elect to obtain insurance, in which event you agree to pay to us a monthly relative to the Effective Date hereof. There are no other written or insurance charge which includes all related premiums, interest, charges, fees oral agreements between the parties hereto. 4. You may prepay this Contract in full (partial pre -payments are not 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 permitted), provided you are not in default hereunder or under any (5) percent of each of your monthly payments which does not provide other obligations to us, by paying all amounts due or to become due, insurance nor relieve you of any responsibility to make all payments in the discounted to present value at a discount rate of four (4) percent or event of an uninsured loss. You hereby assign to us, as additional security for greater as determined by us at our sole discretion. 5. You hereby represent and warrant to us that the information you 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, provided for the underwriting of this Contract was full, true and correct and you hereby direct the issuer of any such policy to pay directly to us any in all respects and the Contract contemplated herein is for business or such monies. If you receive such monies, you agree to hold them in trust for commer lal purposes, will not be used to purchase real estate or an our benefit. intere In, and is not for personal, family or household purposes. Initial THIS IS PAGE 1 — SEE PAGE 2 FOR ADDITIONAL TERMS AND CONDITIONS WHICH ARE PART OF THIS CONTRACT Revised 5/11/2005 IMPORTANT: Vendor and its representatives are not the agents of the Creditor. Contract 53-2014 EQUIPMENT FINANCE CONTRACT 8. Your execution, delivery, and performance of this Contract and any 12. As security for the prompt and full payment of the amounts due under related documents and the grant of the security interest in the Collateral this Contract, and Debtor's complete performance of all of its obligations to us, are not in contravention of law or the terms of your organizational under this Contract, and any extension or renewal hereof, Debtor has and governing documents, or any contract or agreement to which you deposited with Creditor the security amount set forth in the section shown as are a party. This Contract constitutes your legal, authorized, valid, and "Security Deposit." In the event any default shall be made in the performance binding obligation, enforceable in accordance with its terms. There are of any of Debtor's obligations under this Contract, Creditor shall have the no actions, proceedings, or investigations pending or threatened against right, but shall not be obligated, to apply the security deposit to the curing of you, and there are no judgments, federal or state tax liens or other liens, such default. Within 15 days after Creditor notifies Debtor that Creditor has security interests or encumbrances against you, or your assets except as applied any portion of the security deposit to the curing of any default, Debtor disclosed herein. shall restore said security deposit to the full amount set forth in the section shown as "Security Deposit". On the expiration or earlier termination of this 9. If you at any time fail to perform or observe any agreement herein, Contract, or any extension or renewal hereof, provided Debtor has paid all of we, in your name and on your behalf or, at our option in our own name, the payments called for and fully performed all other provisions of this may perform or observe such agreement and take any action, which we Contract, Creditor will return to the Debtor any then remaining balance of said may deem necessary or desirable to cure or correct such failure. You security deposit, without interest. Said security deposit may be commingled irrevocably authorize us and grant us a limited power of attorney in your with Creditor's other funds. name and on your behalf, or, at our option, in our own name, to take any action we deem necessary to establish, perfect, protect or enforce our security interest in and to the Collateral. 10. Any of the following will constitute an event of default hereunder; (a) you fail to pay us any amount when due; (b) you or any guarantor hereto breaches any warranty or fails to perform any other material covenants, promises or obligations under this Contract, or any other agreement entered into by you or any guarantor and held or serviced by us; (c) the existence of the Debtor is terminated or any actions regarding the cessation or winding up of your business affairs are taken; (d) you default under any lease or mortgage applicable to the real estate where the Collateral is located; (e) you assign this Contract or its Collateral without our prior written consent; (f) you fail to notify us thirty (30) days in advance of your intent to transfer a material portion of your assets, or the effective control of the Debtor; (g) information you provided for the underwriting of this loan proves to be less than full, true and correct; (h) you change your name, state of incorporation, or chief executive office, without thirty (30) days written notice to us; (i) if there is any material deterioration, impairment, decline in value, or material adverse change in the assets or conditions of you or of any guarantor or any part of the Collateral; 0) you attempt to terminate our financing statement; or (k) you or any guarantor hereto becomes insolvent. 11. If you are in default, at our election, we can; (a) accelerate and declare all sums due hereunder immediately due and payable in full, together with interest at 1.5% per month calculated on such amounts until paid, as well as any commissions paid to third parties; (b) take possession of any Collateral without prior notice or process of law and sell such Collateral in a commercially reasonable manner and apply the proceeds to your obligations hereunder with you remaining liable for any deficiency; (c) require you to assemble the Collateral, and make it available to us at any location selected by us; (d) utilize any remedy available under the Uniform Commercial Code or any other applicable law and if we pursue any or all such remedies, you agree to pay our reasonable attorney's fees and costs, including repossession, storage, collection costs, non -sufficient funds charges, and similar charges; (e) seize all books and records pertaining to the Collateral; and (f) you hereby waive presentment, notice of dishonor, protest, notice of intent to accelerate maturity and notice of acceleration in connection with this Contract, any note or other document. CREDITOR: First F ral Leasing SIGNATURE: BY S .23 / Date TYPE NAME TITLE: e:-o 13. If any part of any amount due is not paid when due, you agree to pay a late charge equal to the lesser of ten (10) percent of the past due amount, or the maximum amount permitted by applicable law. If you agreed to, but fail to make your payments via mandatory ACH or cause such ACH processes to be discontinued, you agree that your monthly payment will be increased by a service fee of ten dollars per payment. If you deposited a Security Deposit with us as security for the full performance of all the terms and conditions of this Contract, we may apply all or a portion of the Security Deposit to any of your obligations hereunder. We shall deduct from the Security Deposit a non- refundable processing and filing fee of one hundred and twenty-five dollars or three hundred dollars if the Collateral includes titled equipment, unless such fee is remitted by you at inception of this Contract. 14. You have no right to sell, transfer, assign, lease, or encumber the Collateral or this Contract. We may sell, transfer, assign or encumber this Contract. You agree that if we sell, assign, or transfer this Contract, any assignee will have the rights and benefits assigned, but the assignee will not be subject to any claims, defenses or set-off that you may have against us. 15. This Contract shall be interpreted and all rights and liabilities of the parties hereto and hereunder shall be determined and governed as to validity, interpretation, enforcement and effect, by the laws of the state of Indiana. Without limiting our right to bring any action or proceeding against you in the courts of other jurisdictions, you hereby irrevocably submit to the jurisdiction of any State or Federal court located in the County of Wayne, Indiana. Both you and we expressly waive any right to a trial by jury. If any provision hereof or any remedy herein provided is found to be invalid under any applicable law, such provision shall be inapplicable and deemed omitted but all the remaining provisions and remedies shall be in effect in accordance with the intent hereof. You agree that any delay or failure to enforce our rights under this Contract or any Schedule does not prevent us from later enforcing any rights we may have. 16. You agree and acknowledge that; (a) the terms and conditions indicated above and on the first page are a complete and exclusive statement of our agreement and it may be modified only by a written agreement signed by all parties hereto and not by course of performance; (b) you have retained a full and complete copy of this Contract; (c) your obligations will be binding upon your successors, assigns, heirs and legal representatives; (d) our waiver of any provision hereunder on any occasion shall not constitute a waiver at any other time or of any other matter. DEBTOR Clt of and SIGNATURE: Date TYPE NAME: Paula Hill TITLE: City Controller THIS IS PAGE 2 — SEE PAGE 1 FOR ADDITIONAL TERMS AND CONDITIONS WHICH ARE PART OF THIS CONTRACT Revised 5/11t2005 IMPORTANT: Vendor and its representatives are not the agents of the Creditor. FOIIIPMFIJT CIKIAKIPC P`n41TOA- \AV 1 SCHEDULE "A" rnNTR A rT t!. 1 21on 2 CREDITOR: First Federal Leasing DEBTOR: City of Richmond SUPPLIER OF EQUIPMENT: Life Star Rescue Inc. 1171 Production Drive Van Wert, OH 45891 EQUIPMENT LOCATION: Ouantity Description Serial Number 1 Braun 6338 VIN# 1 FDWE3FSXEDA26106 1 Braun 6371 VIN# IFDWE3FS4EDA65712 OBLIGOR SIGNATURE: TYPE / PRINT NAME: Paula Hill TITLE: City Controller DATE: 5 �221/4 Revised 02/04/05 EQUIPMENT FINANCE CONTRACT Debtor Name: Citv of Richmond Address: 50 North 5th Street City, State, Zip: Richmond, IN 47374 Phone: 765-983-7215 FN ontroact .132903 Date of EFC: 5/20/2014 Creditor Name: First Federal Leasing Address: 31 North 91h Street, P.O. Box 1145 City, State, Zip: Richmond, IN 47375-1145 Phone: 1-800-848-8958 EQUIPMENT LOCATION: 101 South 5" Street, Richmond, IN 47374 (If different from address above) QUANTITY I DESCRIPTION: Model No., Serial No., or other identification I` 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 ASSIGNEE 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: Cit of chmond SIGNATURE: TYPE NAME: Paula Hill TITLE: City Controller f DATE EQUIPMENT ACCEPTED: ��� r4 EQUIPMENT FINANCE CONTRACT NON -CANCELLABLE EQUIPMENT FINANCE CONTRACT ACKNOWLEDGEMENT Contract Number: 132903 Supplier/Service Provider: Life Star Rescue Inc. Date of Contract: 5/20/2014 Creditor: First Federal Leasing Debtor: City of Richmond 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 EQUIPMENT FINANCE CONTRACT REMAIN INTACT. Please sign and date where indicated below to acknowledge acceptance. • ACKNOWLEDGED AND ACCEPTED: Debtor: City,,b ichmond BY: /J PRINTED NAME: Paul Hill TITLE: City Controller DATE: 5-/22-/)4 SCHEDULE "B" CONTRACT #: 132903 CREDITOR: First Federal DEBTOR: City of Richmond SUPPLIER OF EQUIPMENT: Life Star Rescue Inc. PAYMENT SCHEDULE: First Payment due 12/15/2014 $51,777.78 Second Payment due 12/15/2015 $51,777.78 Third Payment due 12/15/2016 $51,777.78 Fourth Payment due 12/15/2017 $51,777.78 Fifth Payment due 12/15/2018 $51,777.78 OBLIGOR SIGNATURE: TYPE / PRINT NAME: Paula Hill TITLE: City Controller DATE: 22 /14 Revised 02/04/05