HomeMy WebLinkAboutAGR-6853.A - WELLS FARGO BANK, NATIONAL ASSOCIATION - COPIER LEASE AGREEMENTDocusign Envelope ID:CF0C0521-2521-4C6B-9A25-E2449B1D37B4
Lease Agreement
Nominal Purchase Option i3 9Y17j,(_
Tec Services
Financing provided by: AGR- 1°05 v." p Initial
Wells Fargo Bank,National Association L7
401 West Las Colinas Blvd. I Bldg.A,4th Floor I Irving,TX 75039-5400 Entered on January 13, 2026
Lease Number 420-0005334-000 dated as of September 30,2025
Name and Address of Customer("You"and"Your"): Name and Address of Supplier("Supplier"):
ORANGE,CITY OF C3 OFFICE SOLUTIONS LLC
300 E CHAPMAN AVE 1536 E WARNER AVE
ORANGE,CA 92866-1508 SANTA ANA,CA 92705
Billing Contact Email: Phone:
accountspayable@cityoforange.org (714)744-2249
See attached Schedule A.
Equipment Location:300 E CHAPMAN AVE,ORANGE,CA 92866-1508
TERM AND PAYMENT INFORMATION
1. Initial Term(Months):36("Term") 4. Interest Rate: 8.4%per annum("Interest Rate")
2. Payment: $1,082.09(plus applicable taxes) 5. Administrative Fee: $75.00(will be billed on your first invoice)
3. Payment Period is"Monthly"unless otherwise noted here: Monthly 6. Purchase Option Price:$1.00
To help the government fight the funding of terrorism and money laundering activities,U.S.Federal law requires financial institutions to obtain,verify and record
information that identifies each person(individuals or businesses)who opens an account.What this means for you: When you open an account or add any additional
service,we will ask you for your name,address,federal employer identification number and other information that will allow us to identify you.We may also ask to see
other identifying documents.
1. CERTAIN DEFINITIONS."Equipment"means the property described above and all attachments,accessories,replacements,replacement parts,substitutions,
additions,upgrades,exchanges and repairs and Software and Software Licenses(as defined herein)."Lessee","you"and"your"mean the party signing below as
Lessee."Lessor","we","us"and"our"mean the party signing below as Lessor."Supplier"means any manufacturer,supplier,wholesaler,or other vendor of the
Equipment,Software,Services and/or MNS(all as defined herein,to the extent applicable)."Stipulated Loss Value"means the sum of: (i)all past due and current
Payments; (ii)the present value of(A)all remaining Payments,and(B)the Purchase Option Price,discounted at 20/0 per annum;and(iii)all other amounts due
hereunder.
2. COMMENCEMENT.The Term will commence on the date that you satisfy all pre-conditions,as determined by us,or any later date that we designate(the
Commencement Date").We may require that you verify your acceptance of the Equipment and such information as we may require by telephone or an executed
certificate of acceptance or another method acceptable to us.To the extent the Equipment includes intangible property or associated services such as periodic software
licenses and prepaid database subscription rights("Software"),we do not own and have no right,title or interest in the Software.You are responsible for entering into
any license and/or other agreement(each a"Software License")with the Software Supplier no later than the Commencement Date.Such agreements are not a part of
this Lease and no breach by a licensor under such agreement shall relieve you of your obligations hereunder.You will maintain each Software License in full force and
effect and you will comply throughout the Term with any Software License and any default by you thereunder shall also constitute a default under this Lease.If a Supplier
fails to deliver the Equipment,or the Equipment Is unsatisfactory,you agree that we are not liable,and you will not make any claim against us.
3. PAYMENTS.The Interest Rate has been rounded to two decimal places for ease of reference,but interest on the Equipment cost may be calculated at the Interest
Rate with more than two decimal places.The Payments have been precomputed using a 360-day year of twelve 30-day months.For purposes of the amortization of the
Equipment cost,each Payment,including any Advance Payment,will be considered received on the date it is required to be paid under the Lease,and any Administrative
Fee set forth herein will be considered received on the effective date of this Lease.You agree to remit all Payments in U.S.dollars to the address or account we designate
on each Payment Date whether or not you receive an invoice. Unless Indicated otherwise above,your first Payment will be due and payable one month after the
Commencement Date,and each other Payment will be due and payable on the same day of each succeeding month(or the last day of such month if such day does not
exist)(the"Payment Date").If there are changes in the Equipment,its cost or the calculation of taxes,you authorize us to adjust the Payments by not more than 15%
of the original Payment.If any Services or MNS(each as defined herein)are Included in this Lease,then after the first 12 months of the Term,and at the end of each 12-
month period thereafter,the Payments may be increased by up to 15%of the Payment amount in effect at the end of the prior 12-month period.You waive all rights to
direct our application of your payments.We may offset any of your obligations to us from any sums we owe to you.The terms of this Lease may take into account fees we
have paid to,or rebates,discounts,subsidies or other compensation or financial benefits we have received from,the Supplier or other third parties.
4. TAXES.In states assessing upfront sales and use tax,if you choose to include such tax amount as part of the Lease,your Payment,starting with the first Invoice,will
be adjusted to reflect such tax as a component of the amount we fund under this Lease.In other states,applicable sales and use tax will be Included on your Invoice.To
the extent any sales or use tax is due on Services or Service Payments(defined below),such sales or use tax is not included in the Payment but shall be set forth on your
invoices and paid by you as and when the Payment is paid.If the Payment includes MNS,sales,use,and similar taxes will be charged on the entire bundled Payment
amount rather than charged separately on each component of the Payment amount.If you are exempt from sales and use tax,you shall provide us a valid
exemption certificate prior to the Commencement Date.You agree to pay and indemnify us from all sales,use,rental,property and other taxes,charges and fees
relating to the Equipment or this Lease assessed by any governmental entity or taxing authority.Unless otherwise required by applicable law,you agree to file personal
property tax returns,and pay any applicable taxes and,upon request,provide us copies of such tax returns and evidence of such payment.The parties intend that you be
considered the owner of the Equipment,however,we will not be liable to you if you fail to secure any tax benefits available to the owner of the Equipment.We may notify
you(and you agree to follow such notification)regarding any changes In property tax reporting and payment responsibilities.
5. LATE CHARGES.For any payment more than 5 days late,you shall pay us a late charge of the greater of 5%of the amount due or$35.00.
6. OWNERSHIP,SECURITY INTEREST,USE,MAINTENANCE AND REPAIR.You will have title to and ownership of the Equipment.You grant us a security Interest in
the Equipment and all proceeds thereof to secure all obligations you owe us under this Lease and any other equipment lease or equipment loan.In the event of a default
by you hereunder,title to the Equipment shall revert to us free and clear of any rights or interests of you in the Equipment.In no event shall this Lease be secured by any
improved real property,building or mobile home insurable under the National Flood Insurance Program.We may file UCC financing statements,amendments and
continuations.With respect to the Equipment,you shall,at your cost: (a)keep it in your exclusive control and possession and not remove it from the Equipment Location
without our prior written consent; (b)USE IT ONLY IN THE LAWFUL CONDUCT OF YOUR BUSINESS,AND NOT FOR PERSONAL,HOUSEHOLD OR FAMILY PURPOSES;(c)
use it in conformity with all insurance and manufacturer requirements; (d)keep it repaired and maintained in good working order and as required by any applicable
warranty and/or maintenance contract;(e)furnish and replace all parts as may become worn out or damaged; (f)give us access to inspect it and its maintenance and
other records and pay our costs in connection therewith; (g)mark and identify it as we request; (h)not lease or sell any of it;(i)not permit it to attach to real property;
j)keep it free of all security interests,encumbrances and liens,except those in favor of us;and(k)not make any alterations,additions or improvements which detract
from its value,useful life,or function.Any alterations,additions or improvements shall be deemed part of the Equipment.
7. INDEMNITY.YOU AGREE TO DEFEND AND INDEMNIFY US AGAINST ALL LOSSES,DAMAGES,CLAIMS,LIABILITIES,OBLIGATIONS,SUITS,INJURIES,COSTS AND
REASONABLE ATTORNEYS'FEES,INCURRED,CAUSED OR ASSERTED BY ANY PERSON OR ENTITY,IN ANY MANNER RELATING TO THE LEASE OR THE EQUIPMENT.
8. LOSS OR DAMAGE.You assume all risks of loss,theft,governmental taking,damage to or destruction of the Equipment.If any item of Equipment is damaged and
can be repaired,you shall promptly notify us in writing and,at your cost,within 30 days of such damage,repair the affected item.If any item of Equipment is lost,stolen,
taken by any governmental authority or damaged beyond repair,you will promptly notify us in writing and,at our option you will,at your cost,within 30 days after such
event,either: (a)replace the affected item with a comparable item acceptable to us,or(b)for each affected Item(calculated on the pro rata cost of the affected item(s)
as compared to the total cost of all items of Equipment),pay us the Stipulated Loss Value for each such Item.Upon our receipt of such Stipulated Loss Value,we will
transfer to you our interest in the affected item(s)AS-IS,WHERE-IS,WITHOUT ANY RECOURSE TO OR WARRANTY FROM US,EXPRESS OR IMPLIED.Insurance proceeds
will be applied toward repair,replacement or payment owing to us.
9. INSURANCE.You agree,at your cost,to: (a)keep the Equipment insured against all risks of physical loss or damage for its full replacement value,naming us as loss
payee; (b)maintain commercial general liability insurance,covering personal injury and property damage and naming us as additional insured,and(c)at our request,
BY SIGNING BELOW,CUSTOMER ACKNOWLEDGES RECEIPT OF ALL PAGES OF THIS AGREEMENT AND AGREES TO THE TERMS ON THE ATTACHED PAGE(S).
Lessor:WELLS FARGO BANK,N.A. Lessee: ORANGE,CITY OF
1/27/2026
sw."1.4, sl.rr 01/16/26
Date: p20888117 „ Date:
Steven Trokey Authorized Signer Daniel R.Slater,Mayor
Print Name and Title: Print Name and Title:
Federal Tax ID:
95-6000755
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provide us evidence of such insurance.All insurance policies must be issued by carriers acceptable to us,provide us with not less than 15 days'prior written notice ofcancellation,non-renewal or amendment,and provide deductible amounts and terms acceptable to us.
10. NET LEASE;UNCONDITIONAL OBLIGATION.This Lease is a net lease.YOU SELECTED THE EQUIPMENT.SUPPLIER IS NOT OUR AGENT AND IS NOTAUTHORIZEDTOMODIFYTHISLEASE.WE MAKE NO WARRANTIES TO YOU,EXPRESS OR IMPLIED,AS TO THE EQUIPMENT'S MERCHANTABILITY,FITNESS FOR APARTICULARPURPOSE,SUITABILITY,OR OTHERWISE.YOUR OBLIGATIONS HEREUNDER ARE ABSOLUTE AND UNCONDITIONAL AND ARE NOT SUBJECT TOCANCELLATION,REDUCTION OR SET-OFF FOR ANY REASON WHATSOEVER.WE SHALL NOT BE LIABLE TO YOU FOR ANY LOSSES,DAMAGES,OR EXPENSES OF ANY KINDCAUSED,DIRECTLY OR INDIRECTLY,BY ANY EQUIPMENT OR THE USE,INABILITY TO USE,OR MAINTENANCE OR SERVICE OF ANY EQUIPMENT,OR FOR ANY LOSS OFBUSINESSHOWSOEVERCAUSED.If the Supplier falls to fulfill any obligation to you,you shall not make any claim against us and shall continue to fully performhereunder.If you request and we permit the early termination of this agreement,you agree to pay a fee for such privilege.11. REPRESENTATIONS,WARRANTIES AND COVENANTS.You represent and warrant to us that: (a)this Lease and all related documents(together,theDocuments")constitute valid,legal and binding agreements,enforceable In accordance with their terms; (b)you have authority to enter into the Documents and yourexecutionandperformanceoftheDocumentswillnot: (i)violate any judgment,order,law or regulation or any other financing;or(ii)result in any breach of,constitute adefaultunder,or result in the creation of any lien or encumbrance upon any Equipment pursuant to any other agreement or instrument; (c)there are no suits or
proceedings pending or threatened against or affecting you;(d)your exact legal name is as set forth on page 1; (e)you are and will be at all times validly existing and ingoodstandingunderthelawsoftheStateofyourorganization;(f)you are and will remain qualified to do business in each jurisdiction where Equipment is located andwhereyouconductbusiness; (g)you are and will remain In compliance with all laws,rules and regulations applicable to the operation of your business,the Equipmentand/or its use,and at your cost you shall make all modifications and improvements to the Equipment required by law;(h)you and each person who you control or own acontrollinginterestin,or who owns a controlling interest in or otherwise controls you(collectively,"Representatives")are and will remain in compliance with all laws,rules,regulations and orders concerning sanctions,embargoes,and the prevention and detection of corruption,bribery,money laundering and terrorism;and(i)neitheryounoranyofyourRepresentativesdoesorwilldobusinessin,or is or will be located in a jurisdiction subject to any territorial or country-based sanctions program orlistedonanysanctions-related list of designated persons maintained or enforced by the United States government or any other jurisdiction in which you or yourRepresentativesarelocatedoroperateorwhichhasauthorityoveryouoryourRepresentatives.
12. DEFAULT.You will be in default hereunder if: (a)you fail to make any payment due hereunder within 10 days of the due date;(b)you or a guarantor of yourobligationsunderanyDocument("Guarantor")(i)breach any other obligation under any Document or guaranty and fail to correct such violation within 10 days followingnotice;(ii)become insolvent,are dissolved,stop doing business,or a petition is filed by or against you or it under any bankruptcy or Insolvency law;(iii)default underanyotheragreementnowexistingorhereafterenteredintowithusoranyofouraffiliates;and/or(iv)provide any representation or warranty or information to us that Isorbecomesfalseormisleading; (c)any Equipment Is Illegally used;(d)without our prior written consent,you or a Guarantor or any person or entity that directly orindirectlycontrolsyouoraGuarantor(1)experience a change in control or material change in ownership(in one or multiple transactions),(2)transfer substantially all ofyouroritsassets,(3)merge or consolidate with another entity,or(4)experience a division or divisive merger.Time is of the essence.
13. REMEDIES.If you default,we may do one or more of the following: (a)recover from you,AS LIQUIDATED DAMAGES FOR LOSS OF BENEFIT OF THE BARGAIN ANDNOTASAPENALTY,the Stipulated Loss Value;(b)declare any other agreements between you and us in default;(c)require you to return the Equipment at your cost to aplacewedesignate; (d)with or without legal process,repossess or disable the Equipment and we will not be responsible for any losses related to such action; (e)causetheSoftwareLicensesandyourrightsthereundertobecancelled,terminated or suspended or demand that you Immediately cease using the Software and remove allSoftwarefromanypieceofequipmentonwhichItisinstalled,upon which you shall provide us a certificate signed by your officer Indicating the same,(f)lease or sell theEquipmentoranyportionthereof,and apply the proceeds as may be acceptable to us; (g)charge you interest on all amounts due to us from the due date until paid attherateof1.5%per month; (h)charge you for expenses incurred in enforcing our remedies including repossession,repair and collection costs,attorneys'fees and courtcosts;and(i)cancel or terminate the Lease.You irrevocably grant to us the power to terminate or suspend any maintenance,support or other service relating to eachSoftwareLicenseforandonyourbehalfupontheoccurrenceandduringthecontinuanceofadefault.We or our designees have will have full and unrestricted access toyourrecords,computer systems,service provider systems(if any)and facilities to verify your cessation of use,deinstallation,deletion and destruction of the Software.IfwedemandthatyouturnovertheEquipment,you will deliver it in the same condition as when you received it(reasonable wear and tear excepted).You are responsibleforremovingalldatafromanydigitalstoragedevice,Equipment drive or other electronic medium prior to returning or disposing of any Equipment.We shall not be liableforlossesarisingoutofthepresenceoruseofdataresidinginanyEquipmentreturnedtoorrepossessedbyus.These remedies are cumulative and nonexclusive of anyotherrightsandremediesatlaworInequity.To the extent permitted by applicable law,you waive any rights conferred by statute or otherwise that may limit any of ourrightsorremedieshereunder.No failure or delay by us to exercise any right nor any course of dealing will operate as a waiver of our rights,and no waiver or consentshallbebindingonusunlessinwriting,signed by us.
14. PURCHASE OPTION.So long as no default exists hereunder,you may at Lease expiration,purchase all(but not less than all)of our interest in the Equipment AS-IS,WHERE-IS,WITHOUT ANY RECOURSE TO OR WARRANTY FROM US,EXPRESS OR IMPLIED,for the Purchase Option plus applicable taxes;provided that we will not berequiredtotransferourinteresttoyouuntilwehavereceivedallamountsduehereunder,Including but not limited to,the periodic scheduled payments,late charges,andreimbursementend-of-term notice to us,and this Lease shall not be renewed.15. JURY TRIALrWAIVERtLAWaxes(if
VENUE.ALL ARTIES.
You (have no obligation toWAIVEALLRIGHTSTOATRIALBrovideYJURYINANYACTIONORPROCEEDINGRELATINGTOANYEQUIPMENTORTHISLEASE.THIS LEASE WILL BE GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF IOWA,AND ANY LEGAL ACTION OR PROCEEDING MAY BE BROUGHT IN THEFEDERALORSTATECOURTSOFIOWA.IN NO EVENT SHALL WE BE LIABLE FOR,INDIRECT,SPECIAL OR CONSEQUENTIAL DAMAGES OR PUNITIVE OR EXEMPLARYDAMAGES,WHICH YOU HEREBY EXPRESSLY WAIVE.
16. BILLING AND COLLECTION OF SUPPLIER PAYMENTS.You represent that any repair,maintenance and/or services relative to the Equipment("Services")and/or any remote network monitoring and maintenance,network security services or other IT services("Managed Network Services"or"MNS")are being provided bytheSupplierandwillbegovernedsolelybyyourseparateagreementbetweenSupplierandyourelatingtosuchServicesand/or MNS("Service Agreement").We arenotapartytoanyServiceAgreement,we are not responsible for any Services or MNS,and we have not made any representations or warranties with respect to such.Youacknowledgethat(a)we are billing you for Services and/or MNS on a pass-through basis on behalf of the Supplier; (b)we may rely on information given by Supplier to usrelativetothepaymentsduetoSupplierundertheServiceAgreement(which amounts may be amended from time to time between Supplier and you in accordance withthetermsoftheServiceAgreement,the"Service Payments")and we are not responsible for the accuracy of such information;and(c)If the billing arrangementbetweenSupplierandushasterminatedforwhateverreason,we will cease invoicing you for the Service Payments and Supplier will be solely responsible for such billingandcollectionthereafter.If any Equipment is designated"Service Only",you acknowledge and agree that: (1)we do not own such Equipment; (2)we are not providingsuchEquipmenttoyoupursuanttothetermsofthisLease;and(3)the portion of the Payment which relates to such Equipment includes only the full-servicemaintenanceofsuchEquipmentandnottheuseorrentalofsuchEquipment.You acknowledge that we may(on behalf of Supplier)bill you for any supply freight fee thattheSupplierchargesforshippingsuppliestoyou.You and Supplier may add,modify or remove MNS in accordance with your separate agreement and without ourconsent,provided that such agreement does not modify any other terms of this Lease,including without limitation,amounts payable for rental,lease or use of theEquipment.If the Supplier fails to provide any service or fulfill any other obligation to you,or if you have a dispute with the Supplier regarding the Equipment,anyServices(including without limitation,any Equipment designated as"Service Only"),or any MNS,you shall not make any claim against us and shall continue to fullyperformunderthisLease,including continuing to pay us all Payments and other amounts due under this Lease without deduction,delay,offset or withholding of anyamounts.Nothing contained in this Section is intended to limit or waive any rights and warranties extended to you by the Supplier,manufacturer or other third partyundertheServiceAgreementrelativetotheServices,MNS or other matters or preclude you from exercising any rights or remedies you may have relative thereto.
17. MISCELLANEOUS.You may not assign,sell,transfer or encumber any rights or obligations under the Lease or related to the Equipment.We may,without notifyingyou,sell,assign or encumber any or all of our interest in the Lease and/or Equipment.Our assignee will have all of our rights hereunder,but not our obligations.You
agree not to assert against any buyer,assignee or secured party,any claims,offsets or defenses you may have against us.Notices must be in writing and will be deemedgiven5daysaftermailingfirstclassorsentbyrecognizedovernightcouriertotherecipient's address set forth above or at such other address last known to the sender.You authorize us,our agents and assignees to obtain credit reports and make credit inquiries about you and disclose your information,including credit applications,payment histories and account information,to our affiliates,credit reporting agencies,our assignees and potential assignees,and other parties having an economicInterestinthisLeaseortheEquipment.If any amount hereunder is higher than allowed under any applicable legal limit,such amount is hereby reduced to the maximumamountallowed.Amounts we receive in excess of a legal limit will be applied to other amounts due by you,or refunded to you,as we determine.We may accept aphotocopy,electronically transmitted,or other reproduction(any a"Counterpart")of any Documents as the binding and effective record of such Documents.No
Document requiring our signature Is binding on us until we sign it.Counterparts(a)bearing our signature,if executed by us manually,or(b)electronically maintained byus,if executed by us electronically,shall constitute the sole original document and authoritative record of such Document for establishing its terms and for perfection of asecurityinterestbypossessionorcontrol.You agree not to raise as a defense to the enforcement of any Document that it was signed and/or transmitted electronically byeitherparty.Your representations,warranties,indemnification obligations,and your obligations to pay or reimburse us for any taxes or any other amounts due by youhereundershallsurvivetheterminationofthisLease.Any claim you have against us must be made within 2 years after the event which caused it.If a court finds anyprovisionofthisLeasetobeunenforceable,all other terms will remain in effect and enforceable.You authorize us to insert or correct missing or incorrect information ontheLease.YOU ACKNOWLEDGE AND CONFIRM THAT YOU HAVE NOT RECEIVED ANY LEGAL,TAX,FINANCIAL OR ACCOUNTING ADVICE FROM US OR THE SUPPLIER.Youshallfurnishuswithcurrentfinancialstatementsand/or other information regarding your business and its owners and affiliates as we may request.You agree to promptlysignanddeliveradditionaldocumentsandtakeadditionalactionaswemayrequestinordertocarryouttheintentandpurposeofthisLeaseand/or comply with laws orregulations.At our request,you shall pay or reimburse us for any out-of-pocket costs we Incur in connection with this Lease.You will notify us before any proposedchangeinyourlegalname,address,type of legal entity or state of formation.The amounts payable by you hereunder may include a profit to us.THE LEASEINCORPORATESTHECOMPLETEANDEXCLUSIVESTATEMENTOFTHEAGREEMENTBETWEENTHEPARTIES,UNLESS MODIFIED IN A WRITING SIGNED BY THE PARTIES.
ATTEST: APPROVED AS TO FORM:
TZ
ltircf oT man,City Clerk 1ffilifelCtlourian,City Attorney J
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Equipment Schedule A
Technok gy Servicesvices
Financing provided by:
Wells Fargo Bank,National Association
401 West Las Colinas Blvd. I Bldg.A,4th Floor I Irving,TX 75039-5400
Contract Number 420-0005334-000 dated as of September 30,2025(the"Agreement")
Equipment Information:
Equipment Make,Model,Accessories,Serial Number(SN)
Sharp BP-70C36
Sharp BP-70C36
Sharp BP-70C36
Sharp BP-70C36
Sharp BP-70C45
Sharp BP-70C45
Sharp BP-70C45
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