Complaint,Petition: Cooperative Center Federal Cre VS Platinum Auto Center, Inc.

On July 09, 2021 a Complaint,Petition was filed involving a dispute between Cooperative Center Federal Credit Union, and Platinum Auto Center, Inc., for Unlimited Civil in the District Court of Alameda County.

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TIMOTHY J. SILVERMAN #145264
SCHEER LAW GROUP, LLP
85 ARGONAUT, SUITE 202
ALISO VIEJO, CA 92656
Telephone: (949) 263-8757
Facsimile: (949) 308-7373
TSilverman@scheerlawgroup.com

Attorneys for Plaintiff ~
COOPERATIVE CENTER FEDERAL CREDIT UNION
FAX FILE —

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF ALAMEDA

HAY WARD COURTHOUSE
U1
12 COOPERATIVE CENTER FEDERAL Case No.: R G 2 1 10 4 47 5
CREDIT UNION,
13 COMPLAINT FOR BREACH OF
Plaintiff, CONTRACT ~
14
VS. CLAIM: $52,896.47
15
PLATINUM AUTO CENTER, INC., a
16 California corporation, dba PLATINUM
17 MOTORS; and DOES 1-50, inclusive,

18 Defendant(s).

19
20
21 Plaintiff complains of Defendants and, for cause of action alleges:
22 GENERAL ALLEGATIONS
23 1. COOPERATIVE CENTER FEDERAL CREDIT UNION ("Plaintiff herein), is a

24 state credit union that is duly licensed and qualified to do business in the State of California with
25
its principal place of business in Berkeley, California.
26
2. PLATINUM AUTO CENTER, INC. ("Defendant" or “PLATINUM”) at all times
- 27
herein mentioned is a corporation organized under the laws of the State of California, and
28

COMPLAINT FOR BREACH OF CONTRACT |
authorized to do business in the County of Alameda, State of California. Defendant does

business under the name of PLATINUM MOTORS.

3. The true names and capacities, whether individual, corporate, associate or

otherwise, of the Defendants named herein as Does | through 50, inclusive, and each of them,

are unknown to Plaintiff, which therefore sues said Defendants by their fictitious names under

Code of Civil Procedure Section 474. Plaintiff asks leave of the Court to amend its complaint to

include the true names and capacities of said Defendants when the same have been ascertained.

4, Plaintiff has filed this action here because the Defendants’ place of business is in

Alameda County at Hayward, California.

5. Plaintiff is informed and believes and thereon alleges that each of the Defendants

was the agent, servant or employee of the remaining Defendants, acting within the course and

scope of said agency or employment, in doing the things herein alleged.

GENERAL ALLEGATIONS

6. On December 9, 2019, Defendant executed a CU Direct Corporation Dealer

Agreement in favor of CU Direct Corporation (“Agreement”) so that Defendant could participate

in the Credit Union Direct Lending System (“CUDL”) and sell its retail installment motor

vehicle sales contracts (“RICs”) to credit unions such as Plaintiff. Plaintiff is a contractual third

party beneficiary under this Agreement. The Agreement sets forth the terms and conditions under

which Plaintiff would consider purchasing RICs offered by Defendant, as well as Defendant’s

duties and responsibilities in offering those RICs for purchase. A true and correct copy of the

Agreement is attached hereto as Exhibit a had
and incorporated herein by reference.

7. Section 13 of the Agreement provides that “... if any of the representations or

warranties of the Dealer contained in this Agreement or any of the representations or warranties

COMPLAINT FOR BREACH OF CONTRACT 2
e | @

of the Member or Other Purchaser contained in the RIC Form or on any other document set forth

in paragraph 4 above should be untrue, the Dealer agrees to repurchase the RIC in cash

immediately upon demand...”

8. Pursuant to §14 of the Agreement, at the time of sale of each RIC, Defendant by

delivering any RIC package to Plaintiff, represented and warranted to both Plaintiff and CUDC

that:

a. All information on the RIC form, specifically including but not limited to,

the description of the collateral, is accurate and complete (§14(b));
10 b. The Application Form and RIC Form have been properly signed by each
1
applicant and comply with all federal, state and local laws, regulations and ordinance, including
12
but not limited to, the federal statutes enumerated in §14(d) above and states sales finance acts,
13
and usury laws (§14(e));
14
15 c. Prestige has not knowingly communicated to CCFCU communicate

16 information relating to the application form (§14());

17 d. The facts set out in the RIC form and/or any of the other documents set
18 forth in paragraph 4 above are true, none of the documents have been altered or modified
19
subsequent to their execution, except for such alterations and modifications as have been
20
acknowledged and initialed by Prestige and the other parties thereto (§14(k)));
21
e. The member does not have a defense, recoupment, set-off or counterclaim
22
23 to payment of the obligation evidenced by the RIC form (§14(m));

24 9. Pursuant to §16 of the Agreement, if Defendant is in breach of any of the

25 warranties, representations or promises made in the Agreement, Defendant agrees to pay all

26 damages, costs and expenses of Plaintiff and CUDC, including all attorney’s fees.
27
28
COMPLAINT FOR BREACH OF CONTRACT 3
10. Plaintiffs remedies are set forth in §19 of the Agreement in the event of a default

under the Agreement. These remedies include repurchase of the specific RIC.

11. If Defendant offered information that was untrue to Plaintiff, even if it was then

unaware that the information was untrue when offered to Plaintiff, Defendant is obligated to

repurchase the RIC upon demand by Plaintiff.

FIRST CAUSE OF ACTION
(Breach of Contract)

10 12. Plaintiff incorporates by reference the allegations set forth in paragraphs |

I
through 11 as though fully set forth herein.
12
13. Onor about November 30, 2020, Grigoriy Gevandian (‘“Gevandian”) applied for
13
and was granted a loan from Defendant to finance his purchase of a 2015 Mercedes Benz
14
C63AMG, Vin No. WODGJ7HB1FG378537 (“Vehicle”) from Defendant (“Gevandian
15

16 Contract”). A true and correct copy of the Gevandian Contract is attached hereto as Exhibit “2”

17 and incorporated herein by reference.

18 14. Defendant offered the Gevandian Contract to Plaintiff for purchase under the
19
terms and conditions of the operative Agreement. In exchange for payment of the amount
20
financed, Plaintiff purchased the Gevandian Contract and Defendant assigned the Gevandian
2]
Contract and security interest in the Vehicle to Plaintiff.
22
15. | The material terms of the Contract provided that Gevandian would repay the loan
23

24 amount of $52,896.47 in monthly installments of $696.32 over 84 months at 2.89% interest per

25 annum.
26 16. Plaintiff subsequently learned that:
27

COMPLAINT FOR BREACH OF CONTRACT 4
A. The date of birth of Gevandian’s passport did not match the date of birth

on his driver’s license.

B. The employment and source of income were not valid or accurate. The

business license was not valid.

C. A person using Gevandian’s identity and credentials applied for and
DN

received at least four (4) vehicle loans in the same time frame.
SS

17. Based upon the Agreement, because Defendant had breached its representations
Oo

and warranties by providing false information to Plaintiff, Plaintiff demanded that Defendant
Oo
So

repurchase the Gevandian Contract from Plaintiff.
1
18. | The Defendants have failed and refused to pay Plaintiff the balance of the amount
12
owed in the principal amount of $52,896.47. Plaintiff is also entitled to accrued interest, forced
13
placed insurance, as well as its attorney’s fees and costs incurred in this matter.
14
19. Plaintiff seeks herein a judgment against Defendant in the principal amount of
15

16 $52,896.47, as the repurchase amount due under the Agreement, plus interest thereon, forced

17 placed insurance, and any other attorney’s fees and charges specifically authorized pursuant to
18 the Agreement.
19
WHEREFORE, Plaintiff prays for judgment as follows:
20
On the First Cause of Action
21
1. For a judgment against Defendant PPCATINUM AUTO CENTER, INC., a California
22

23 corporation, dba PLATINUM MOTORS in the principal amount of $52,896.47;

24 2. For interest and any costs pursuant to the Contract according to proof from date of

25 default through the judgment.
26
//
27

COMPLAINT FOR BREACH OF CONTRACT . 5
On All Causes of Action

3. For attorney's fees according to proof.

4. Court costs according to proof.
we

5. For such other relief as is just.

ae
SCHEER LAW GROUP, LLP
“sD

Dated: June 25, 2021
Timothy J. Silverman, Attorney for
COOPERATIVE CENTER FEDERAL CREDIT
UNION

COMPLAINT FOR BREACH OF CONTRACT
eo e

RIDER TO CUDC MASTER AGREEMENT
CALIFORNIA VEHICLE POINT-OF-PURCHASE PROGRAM

This Rider to the CUDC Master Agreement, between CU Direct Corporation (“CUDC”) and
COPPNATIVE COT. F CH (“Credit Union”) (the “Agreement”), supplements
and amends the terms and conditions of the Agreement. In the event of a conflict between the terms of
the Agreement and this Rider, the provisions of this Rider shall prevail. Unless otherwise indicated, all
terms used in this Rider shall be as defined in the Agreement.

1. Point-of-Purchase (“POP”) Program - CUDC is the owner of the proprietary and trade
secret rights in a system called the Credit Union Direct Lending® System (“CUDL
System’) for approval of retail installment sales contracts (“RIC”) for members
(“Member”) of Credit Union while a Member is at a participating vehicle dealer's place of
business (“Dealer”).

2. CUDC Services - CUDC will provide the following services:

a. Solicit and contract with Dealers for participation in this program;

b. Install and maintain equipment and/or communication software to operate the
CUDL System at the dealership;

Provide documentation manuals to Dealer.and Credit Union for operation of the
CUDL System and any updates or amendments to such manuals as CUDC may
provide from time to time in its sole discretion;

Enter on the CUDL System initial Credit Union information provided by Credit
Union pursuant to the completion of attachments and documents of the Credit
Union Direct Lending® Implementation Manual;

Provide Credit Union with access to the CUDL System via modem and
communications software or the Internet to modify rates and Credit Union's RIC
purchasing policies and other messages and provide Credit Union access to the
CUDL System for "in-house" processing of vehicle financings;

Obtain a credit report as authorized by Member on the Member’s credit
application’s first named applicant. First named applicant must be a Member of
Credit Union or, if Credit Union has a new Member solicitation agreement with
Dealer pursuant to paragraph 5 below, the first named applicant must be eligible
for membership in the Credit Union.

For each Member of Credit Union on whose behalf an application is received
from a Dealer, provide Credit Union by fax or other means with the following

Rev. 01-16-06 Page | Credit Union Initials: \
CUDC Rider Agreement — California BR

EXHIBIT "1"
information: name of Member; name of dealership; Member’s credit application;
credit report; credit decision, including credit score; and amount financed, if
approved;

h. Periodically provide Credit Union with a list of participating Dealers;

i. Submit to Credit Union any proposed changes in the generic score card at least
thirty (30) days prior to the change date;

j. Include a provision in the CU Direct Corporation Dealer Agreement - California
(“Dealer Agreement”) attached hereto as Exhibit CA — A4, which is incorporated
herein by this reference, which provide that Credit Union is a third-party
beneficiary of the Dealer Agreement;

k. Use its best efforts to resolve attenuated problems between the Credit Union and
Dealer, provided that Credit Union can demonstrate that it has attempted to
resolve the problem(s) directly with the Dealer. If, in CUDC's ju gment, the
Dealer fails to adhere to CUDL System standards or to use its best efforts to
resolve a problem, CUDC may elect to terminate the Dealer's participation in the
program; and

1. Provide Dealer access to approved form of retail installment sales contract (“RIC
Form”) which Dealer will purchase from the CUDC approved forms provider
company and which complies with all federal and state laws and regulations.

3. Credit Union's Duties - Credit Union agrees to comply with and/or to perform each of the
following:

a. So long as the data entered into the CUDL System is accurate, abide by all
decisions rendered based on the Credit Union defined cut off score and matrix
value;

b. . Abide by the terms and conditions of the then current Dealer Agreement in place
for each participating CUDC Dealer. Credit Union acknowledges receipt of a
copy of the Dealer Agreements. Credit Union understands that CUDC reserves
the right to modify Dealer Agreements in order to add particular Dealers to the
CUDL System;

c. Maintain all RIC Forms and related documents for the applicable retention
periods;

d. Purchase CUDL System approved RICs, for a dollar amount that conforms to the
Credit Union’s established purchasing criteria established in the CUDL System

Rev. 01-16-06 Page 2 Credit Union Initials: \
CUDC Rider Agreement - California BR
Credit Application Response, within three (3) days of the receipt from the Dealer
of all of the following documents:

The Member’s application form;

CRAAMPYWNS
CUDC Member in Good Standing form;
Original, fully completed and signed RIC Form;
Agreement to Furnish Insurance;
Invoice or Booksheet;
Notice to Co-Signor;
Proof of down payment,
Copy of applicant’s and any co-applicant’s valid driver’s license;
Copy of Department of Motor Vehicles paperwork;
10. Copy of CUDL System Credit Application Response;
11. Dealer Documentation Check Sheet;
12. Signed acknowledgement that a copy of unexecuted foreign language
translation was provided, if applicable;
13. Copy of Guaranteed Auto Protection (“GAP”) policy, Mechanical
Breakdown Insurance (“MBI”) policy, service contracts, or any other
insurance products; and
14. The original “As Is - No Warranty — Warranty” sticker for all used cars.

Credit Union is not required to purchase the approved RIC until such time as
Credit Union receives all of the above documents.

Credit Union may reject any RIC submitted to it for purchase from a Dealer for
the following reasons:

i. The borrower is not a Member of Credit Union, unless Credit Union and
Dealer entered into a new Member solicitation agreement pursuant to
paragraph 5 below;
ii. Fraud on the Application Form or fraud on any other form incidental to a
RIC transaction arising out of this Rider; .
iii. The completed RIC Form does not comply with Credit Union's terms
and conditions or the documentation is incomplete, inaccurate (compared
to data entered into CUDL System), or ambiguous as to any material
term; or
iv. Member is not in good standing:
Defined as Members who have failed to maintain the minimum required
share balance at the Credit Union, are in default on any loan with the
Credit Union, or have materially breached a condition of a Member
account agreement.

e. Meet all of its obligations under all state and federal laws, including, but not by
way of limitation, The Equal Credit Opportunity Act and Regulation B;

Rev. 01-16-06 Page 3 Credit Union Initials: ) :
CUDC Rider Agreement ~ California BR
f. Authorize CUDC to obtain a credit report on behalf of Credit Union on each
Member who js applying for a RIC transaction on behalf of Credit Union. The
inquiry will be identified as “CUDL-(Name of Credit Union)”;

g. Pay all fees owed to Dealer using the ACH Funding System (provided by
CUDC), including fees for RICs that have been pre-approved and have been put
through the CUDL System;

h. Actively participate in the promotion of the CUDL System to Dealers and to the
Members as per paragraph 7 of this Rider;

i. If the CUDL approved RIC from the Dealer includes an extended warranty, or
other CUDL approved aftermarket products or services, Credit Union agrees not
to further attempt to sell MBI or any other competing product, if duly authorized
under California law, to the Member;

j. Comply with the provisions of the Implementation Manual, Policy and
Procedures Manual, and the Dealers Manual, which are incorporated herein by
this reference and provided by CUDC and may be amended from time to time by
CUDC in its sole discretion; and

k. Purchase hardware, fax systems, software, phone lines, and modems per Credit
Union Direct Lending® Dealers Manual and Implementation Manual
specifications.

4. POP Program Fees - Credit Union shall pay to CUDC the fees set forth in Exhibit B. The
fees payable to CUDC are in addition to the fees Credit Union shall pay to Dealer under
the terms of the Dealer Agreement. The implementation fee set forth in Exhibit B is due
upon signing of the contract by Credit Union. Transaction fees in Exhibit B shall be billed
monthly by CUDC and are due and payable within fifteen (15) days of the billing date.
When CUDC implements its ACH Payments System for Credit Unions, Credit Union
agrees to pay fees owed CUDC through that system.

5. Members - The parties agree that the CUDL System - POP Program is designed to be
used for current Members. However, Credit Union, in its sole discretion, may authorize
Dealer to use the CUDL System - POP for prospective Members of Credit Union so long
as the following terms and conditions are satisfied by Credit Union and Dealer:

a. Credit Union and Dealer enter into a separate agreement between Credit Union and
Dealer authorizing Dealer to recruit or solicit prospective Members for Credit Union
pursuant to Credit Union’s policies. It is Credit Union’s duty and responsibility to
educate and train each authorized Dealer regarding the Credit Union’s recruitment
or solicitation of prospective members policies, including but not limited to the
proper completion of Credit Union’s member agreement forms. Such agreement
shall comply with all applicable laws and provide Credit Union with the duty to
notify in writing Dealer of its decision to cancel such agreement;

Rev. 01-16-06 Page 4 Credit Union Initials:
CUDC Rider Agreement — California BR
b. Credit Union agrees to indemnify and hold CUDC harmless from any and all losses
incurred by CUDC as a result of Credit Union’s decision to use Dealers to recruit
prospective members;

c. If Credit Union contracts with Dealer pursuant to this paragraph 5, Credit Union
may not dispute any CUDC fees based on the claim that the particular applicant was
not a Member of Credit Union; and

d. No agreements between Credit Union and Dealer may modify or supersede this
Rider or any agreement between CUDC and Dealer.

6. Vehicle Leasing - Credit Union will not use the CUDL System in conjunction with its
own or any other vehicle leasing program without the prior written approval of CUDC.

7. Marketing and Training - Credit Union agrees that marketing and training are critical to
the success of the CUDL System - POP Program in Credit Union’s market. As a result,
Credit Union agrees to actively market and promote the CUDL System and the
cudirect.com website in Credit Union’s market and to participate in CUDC sponsored
training sessions, including the following activities:

a. Distribute to Credit Union’s Members the initial generic supply of statement
inserts supplied by CUDC. Credit Union may work directly with the marketing
firm that developed the CUDC generic artwork to order additional supplies and to
customize pieces in order to fulfill Credit Union’s marketing duties.

b. Credit Union will promote the CUDL System through printed material to all
Members at least twice per year through the use of the CUDL logo and CUDL
supported marketing materials. Credit Union will use any or all of the following
marketing methods: newsletter articles, statement inserts, lobby displays, or
direct mail pieces. Credit Union agrees to give CUDC the opportunity to review
and revise any non-standard promotional items prior to such items being made
available to Members.

c. Credit Union will promote the cudirect.com website to all Members at least twice
per year using any or all of the following methods: newsletter articles, statement
inserts, lobby displays, or direct mail pieces.

d. Credit Union agrees to provide CUDC with the Credit Union’s logo for use
exclusively on CUDC’s own web site and authorizes CUDC to link to the Credit
Union’s home website. Credit Union hereby grants CUDC, for the term of this
Rider, a non-exclusive, limited license to use Credit Union’s logo, trade names,
service marks, and trademarks in the operation and promotion of the CUDL
System on CUDC’s web site. CUDC may also use Credit Union’s logo, trade
names, service marks, and trademarks in non CUDC web site marketing

Rev. 01-16-06 Page 5 Credit Union Initials:
CUDC Rider Agreement - California BR
programs, so long as CUDC receives Credit Union’s prior written consent, which
shall not be unreasonably withheld.

e. Within forty-five (45) days of going live on the system, Credit Union will supply
materials to its Members containing information about the CUDL system.

f. Credit Union shall be responsible for any reproduction and distribution costs
associated with fulfilling its marketing obligations under this Rider, including
any costs to customize any marketing materials to its specifications or design.

g. Credit Union’s website shall display the CUDL logo and contain information
about the CUDL program. Credit Union shall link its Internet website to
CUDC’s website (cudirect.com). The CUDC website link will appear on either
Credit Union’s homepage or Credit Union’s vehicle buying page.

h. Credit Union will participate in regional CUDC sponsored training sessions.
Credit Union’s staff members will attend a minimum of one (1) CUDC sponsored
training session per year. A minimum of one (1) staff member of Credit Union
will attend the annual CUDC Symposium.

8. Alternate Compensation Systems. With the prior written consent of Credit Union, Credit
Union may authorize Dealers to sell RICs originated using the CUDL System to Credit
Union using alternate compensation systems known as "dealer participations," "dealer
reserves," "buy rate financing,” or similar terms involving “interest rate” mark ups
(referred to herein as “Alternate Compensation Systems”). Such Alternate
Compensations Systems may only be authorized for RICs originated by Dealers located
in the State of California and RICs originated in the State of California. In addition to the
indemnification provisions provided in paragraph 6 of the Agreement, should Credit
Union authorize such activities, Credit Union agrees to defend and indemnify CUDC, its
officers, directors, employees and agents against and hold CUDC its officers, directors,
employees and agents harmless from any and all claims, actions, suits, proceedings, costs,
expenses, losses, damages, defenses and liabilities, including all attorneys’ fees, arising
out of, connected with, relating to or resulting from any claim, whether well-founded,
baseless or otherwise, its actions or failure to take action howsoever relating to the
Alternate Compensation Systems described in this paragraph. Credit Union shall not
engage in any Dealer compensation systems arising from use of the CUDL System except
as provided in this Agreement. Credit Union’s agreement to indemnify pursuant to this
paragraph shall survive termination of the Agreement and this Rider.

9. Governing Law - This Rider shall be construed and interpreted in accordance with the
laws of the State of California.

10. Time of the Essence - Time is of the essence in this Rider.

Rev. 01-16-06 Page 6 Credit Union Initials: .
CUDC Rider Agreement — California BR
CU DIRECT CORPORATION LOOPN ATIVE COoMWTHR EX”
"CUDC LU
"Credit Union"
co. _-
BY cat ™- BY Lang fal
J
NAME Graig Montesanti NAME Cary 7" le
TITLE Smet Emancial Officer TITLE President | CEO
DATE___.s29,/229 DATE S\yalo4

Rev. 01-16-06 Page 7 Credit Union Initials: .
CUDC Rider Agreement — California BR
EXHIBIT CA-Al
(To be replaced by Exhibit CA-A4)

CU DIRECT CORPORATION AGREEMENT
(Non-recourse)

This Agreement is entered into on ,20____, by and between CU Direct Corporation, a California
Corporation, with its principal place of business at 2855 East Guasti Road, Suite 500, Ontario, California, 91761-7697,
hereinafter referred to as "CUDC,” and , with its principal
place of business at , , California,
hereinafter referred to as "Dealer’.

WHEREAS, CUDC is the licensee of the proprietary and trade secret rights in a system called the CU Direct Lending®
System ("CUDL System") for approval of loans for members ("Member") of participating Credit Unions (hereinafter "Lender")
while a Member is at a Dealer's place of business;

WHEREAS, CUDC is also the licensee of the service mark "CU Direct Lending®, with design” and copyrights in
various promotional materials, and

WHEREAS, Dealer wishes to participate in this program to facilitate financing the purchase of automobiles;

NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties
agree as follows:

1. The CUDL System - CUDC hereby grants Dealer a non-exclusive, limited license to use the CUDL System, subject to
the terms and conditions of this Agreement. CUDC also grants Dealer the non-exclusive, limited right to use the service mark
“CU Direct Lending7, with design" in connection with the operation and promotion of the CUDL System, providing that Dealer
shall only use the licensed mark in connection with services meeting the standards established by CUDC. CUDC shall have the
right, at all reasonable times, to determine if Dealer's performance and service meets or exceeds established standards and to
demand improvement in the services provided, if necessary.

2. Confidentiality - It is expressly understood and agreed that the CUDL System constitutes the valuable proprietary and
trade secret property of CUDC and its licensor. Dealer agrees that all information regarding the CUDL System, including the
terms of this Agreement shall be kept confidential, and that no part of the CUDL System shall be disclosed to any other person or
entity, except to authorized employees of Dealer during the term and in the course and scope of their employment. This
confidentiality agreement shall survive the termination of this Agreement. All access codes, documents and other information
given to Dealer by CUDC will be returned to CUDC upon termination of this Agreement. Furthermore, information regarding
loans approved or rejected by Lenders shall be treated as confidential and not disclosed to parties outside the course of this
Agreement.

3. Dealer Employee Termination ~ Dealer shall provide sufficient safeguards to prevent the unauthorized use of the CUDL
System, including advising all employees, agents, and representatives that the CUDL System is not to be copied or revealed to
anyone other than authorized employees of Dealer. Dealer shall call CUDL to change their access password if any employee who
had such knowledge is terminated.

4) Fees - To cover Dealer's costs of administering this program:

Dealer must use the Automated Clearing House (“ACH”) system to receive loan proceeds and properly complete loan
documents at the dealership. Lender shall pay to Dealer one percent (1%) of the total loan amount, except that in no case
shall the payment be less than $100.00 nor more than $300.00, for vehicles financed; or

Lender shall pay Dealer at the time it disburses the loan proceeds. Dealer agrees that CUDC is neither responsible for,
nor is guarantor of, payment of these fees. Dealer agrees to pay an initial fee and monthly fee pursuant to the fee
schedule attached hereto as Exhibit 1. CUDC agrees to refund the initial fee, as described in Exhibit 1, if installation is
not completed at Dealer’s location within 90 days of the execution of this Agreement.

5. Dealer Duties - Dealer shall have Member properly complete in its entirety the Bob's® Law Printing, Inc. Credit
Application, Form No. 75SQN or such other form approved for use by CUDC (the "Application Form"). Dealer shall require that
the Member, in their own writing, add the following sentence above the space provided for signatures: “I, ___, am a member in
good standing of the (insert Lenders name)." Using the CUDL System, the Dealer shall then submit the Member's
credit information for approval. Upon receipt of the CUDL System's Notice of Approval, Dealer shall properly complete and
cause the Member and any co-buyer to execute the loan documents using the latest revised version of the LAW® Form No. 553
Calif. (the "Loan Form") or such other form approved for use by CUDC. By examining and copying drivers licenses, Dealer shall
authenticate Member's and any co-buyer’s signatures to the Application Form and Loan Form. Within three days after execution
of the Loan Form, Dealer shall deliver the Application Form and the executed Loan Form to the Lender. Dealer shall comply with
the provisions of the Users Manual which is provided in it’s initial form by CUDC and may be from time to time amended by
CUDC at the sole discretion of and by CUDC. eC

Rev. 01/03/00 Page 8 Credit Union Initials:
California Rider Agreement
Dealer shall actively identify CUDL Credit Union members and facilitate their loan approval by using the CUDL System.

6. CUDC Duties - CUDC will confirm with Dealer the following information by fax or other means directed by CUDC:
name of Member, name of Lender, dollar amount on all approved loans, rate/term/loan-to-value, financing terms, other restrictions
and decision. Loans which are not immediately approved shall be noted “Refer to Credit Union." Dealer shall have a maximum
of 10% override above the approved dollar amount, not to exceed individual Lender's approved loan-to-value ratio; i.e., if loan is
approved for $15,000, then the maximum override is $1,500 for a total loan of $16,500.
7. Lender Duties - Within three days of the receipt of the executed Loan Form by the Lender, Lender shall notify Dealer of
their acceptance/rejection of the loan. Upon acceptance of the loan by Lender, Lender will immediately make available to Dealer
payment in the amount of the "Amount Financed" to the Dealer. Lender may reject any CUDL approved loan submitted to it by
Dealer for the following reasons:

a. The borrower is not a member of Lender;
b. Fraud on the Application Form or Fraud on any other form incidental to a loan transaction arising out of this
Agreement;
c. The completed Loan Form does not comply with Lender's terms and conditions, the documentation is
incomplete or ambiguous as to any material term; or
d. Members not in good standing.
Defined as members who have failed to maintain the minimum required share balance at the credit union, are
in default on another loan with the lender or have materially breached a condition of a member account
agreement.

8. New Members - The parties agree that the CUDL system shall be used solely for existing Members.

9. CUDL System Equipment - CUDC shall provide Dealer with one video display terminal, keyboard, and modem for use
solely with the CUDL System. This equipment shall at all times remain CUDC’s property. CUDC may enter onto Dealer's
property to repair, replace or recover any equipment provided under this Agreement.

10. Automobile Leasing - Dealer will not use the CUDL System in conjunction with its own or any other automobile leasing
program without CUDC's prior written approval.

1h. Right of First Refusal - The Dealer agrees that the Lender shall have the right of first refusal to purchase all loans where
the Dealer used the CUDL System and received a notice of approval through the CUDL System. Dealer may not represent to any
third party that it has the right to sell or actually sell to any third party any approved CUDL System loan.

12. Extended Warranties - Dealer may sell to Member extended manufacturers warranties or extended warranties except
when the Member specifically requests the Mechanical Breakdown Insurance (MBI) from Lender. In that case, Dealer agrees not
to further attempt to sell an extended warranty. If the contract with Dealer includes an extended warranty, Lender agrees not to
further attempt to sell MBI to the Member. All other “after market" products may be sold at the Dealer's discretion. Financing of
these products is at the discretion of the individual Lender.

13. Credit Insurance - If Lender authorizes the use of CUNA Mutual's Credit Life and Credit Disability Insurance products,
Dealer will offer these products to the Member. Credit insurance rates recorded on the CUDL System during processing will
constitute notification that Lender has authorized the use of CUNA Mutual Credit Life and Credit Disability Insurance.

14. Dealer Advertising - Dealer shall display the CREDIT UNION DIRECT LENDING service mark in a conspicuous
location readily seen by Members entering the Dealer's showroom. Any other forms of advertisement by the Dealer must be
submitted in writing to CUDC for pre-approval. The service mark may also be displayed in newspaper print ads to indicate that
the Dealer participates in the CUDL program.

15. Dealer Representations and Warranties - Dealer represents and warrants the following:

a. Dealer has a right to sell the collateral described on the purchase order or contract free and clear of all liens and
encumbrances;
b. All information, specifically including the description of the collateral, on the Loan Form is accurate and
complete;
c. The Dealer will process and deliver all paperwork and pay all fees required by the Department of Motor
Vehicles and will show the parties listed on the purchase order or contract as the Registered Owner and Lender
as the Legal Owner;
d. Dealer has complied with all state and federal consumer credit and consumer protection statutes and regulations
promulgated thereunder, as well as all other laws, regulations and rules pertaining to the sale of the vehicle;
e. The Application Form and Loan Form comply with all federal, state and local laws, rules, regulations, and
ordinances;
f. The down payment, if any shown on the face of the Loan Form, has been received and no part of the down
payment was advanced directly or indirectly by the Dealer to the Member or co-buyer except for dealer and
manufacturer rebates;

Rev. 01/03/00 Page 9 Credit Union Initials: ! :
California Rider Agreement
g. The goods identified in the Loan Form have been furnished, delivered and accepted to the satisfaction of the
Member and co-buyer and all obligations of warranty to the Member and co-buyer, either expressed or implied,
have been and will continue to be fulfilled by Dealer;
h. The full amount of the "Amount Financed" as shown on the Loan Form remains unpaid by the Member and co-
buyer;
i. The Member and co-buyer were furnished completed copies of the Loan Form for their review prior to
execution of the Loan Form;
j Dealer has not knowingly communicated to Lender incorrect information relating to the Member's or co-buyer's
Application Form or knowingly failed to communicate information relating to the Application Form;
k. The facts set out in the Loan Form are true;
L The signatures on the Application Form and the Loan Form are the genuine signatures of the Member and co-
buyer,
m. The Member and co-buyer do not have a defense or counterclaim to payment of the obligation evidenced by the
Loan Form;
n. No party to the Application Form or Loan Form are minors and each has the capacity to execute the Application
Form and Loan Form and is liable thereon;
o. Dealer will comply with Dealer's obligations with respect to the Loan Form and its collateral;
p. All amounts reflected in the Loan Form will be or have been actually paid to the appropriate party; and
q. Dealer will comply with the Users Manual which is provided in its initial form by CUDC and may be from time
to time amended by CUDC at the sole discretion of and by CUDC.

16. Indemnification - Dealer shall defend and indemnify Lender and CUDC against and hold Lender and CUDC harmless
from all claims, actions, suits, proceedings, costs, expenses, loss, damages, defenses and liabilities, including reasonable attorneys’
fees, arising out of, connected with, relating to or resulting from any contention, whether well-founded, baseless or otherwise,
howsoever relating to the vehicle or the making of the contract, including but not limited to a violation of, or failure to comply
properly with, any consumer laws relating to this agreement, failure to properly service the vehicle, breach of warranty or
nonconformity of the goods.

17. Dealer Breach - In the event of a breach by Dealer of any of the warranties, obligations or promises herein, Dealer agrees
to pay all costs and expenses of Lender and CUDC, including all attorneys’ fees.

18. Severability - Should any provision of this Agreement be determined to be unenforceable, invalid or illegal, under any
law, rule or regulation, that determination shall not affect the enforceability, validity or legality of any other provisions of this
Agreement.

19. Waiver - The failure of any party to exercise any of its rights under this Agreement shall not be deemed to be a waiver of
such right or any other right available hereunder.

20. Termination - Agreement may be terminated by either party immediately upon 3 days written notice to the other party to
the address set forth above or to such address as is provided to the other party but such termination shal] not impair or affect the
obligations of either party with respect to any obligations which have been incurred hereunder prior thereto. CUDC may
immediately terminate this Agreement for substantial abuse of the CUDL System or intentional breach of this Agreement. All
provisions of this Agreement relating to confidentiality and indemnity shall survive termination of this Agreement.

21. Default; Remedies - The occurrence of any of the following shall constitute a material default and breach of this
Agreement:

a. Dealer's failure to perform any obligation under this Agreement or the assignment provisions of any Loan Form
purchased by any Lender,
b. Dealer's failure to pay any indebtedness due and owing any Lender under this Agreement;
Cc. Dealer ceases to do business as a going concern, dissolves, becomes insolvent, files for bankruptcy or has a
receiver appointed for Dealer's property;
d. If any w

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Document Filed Date

July 09, 2021

Case Filing Date

July 09, 2021

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Complaint,Petition: Cooperative Center Federal Cre VS Platinum Auto Center, Inc.

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