HomeMy WebLinkAboutCC Resolution 8803 (Document Image System)RESOLUTION NO. s s o 3
RESOLUTION AUTHORIZING THE CHIEF OF POLICE TO SIGN A
CONTRACT WITH MINI -GRAPHIC SYSTEMS, INC. FOR A DOCUMENT
IMAGE SYSTEM
WHEREAS: We have used microfilm as a medium for storing our
Incident Reports since 1972, and while this program has proved
very valuable, staff has determined that by using new technology
we can implement a document imaging system to replace the
microfilm process and realize many additional benefits. AND;
WHEREAS: In July 1992, this project concept was presented and
approved by Council during the department budget presentation.
We mailed the RFPs to seven vendors and we received proposals
from four (4) qualified vendors. Police Department computer
system staff reviewed the four proposals and recommended the
acceptance of the proposal from Mini -Graphic Systems Inc., the
lowest responsible proposal.
THEREFORE, NOW BE IT RESOLVED that the Chief of Police is
authorized to execute a contract with Mini -Graphic Systems, Inc.
to install a document image system in the police department.
I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby
certify that the foregoing resolution was duly and regularly
introduced and adopted at a regular meeting of the City Council
held on Monday, the 21st day of December, 1992, by the following
vote, to wit:
AYES: COUNCIL MEMBERS: Breiner, Cohen, Thayer & Mayor Boro
NOES: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: Shippey
M .
JE E . LEONCIN , City Clerk
ORIGINAL ,,2e9
*ORIGINAL*
CONTRACT
San Rafael Police Department
December 8, 1992
This Agreement is made and entered into this 22 day of December 1992 by and between the
City of San Rafael (hereinafter called City) and Mini -Graphic Systems, Inc. (hereinafter called
Vendor).
A. SCOPE OF WORK
In accordance with this Agreement, the Vendor agrees to provide hardware and
software as an Equipment Vendor and Value Added Reseller to City, as outlined
in Attachment "B". The Vendor agrees to be available and perform the work
specified in this agreement in the time frame as specified and as shown in
Attachments "A" and "B".
B. INDEPENDENT CONTRACTOR
It is understood and agreed that the Vendor is, and at all times shall be, an
independent contractor and nothing contained herein shall be construed as making
the Vendor, or any individual whose compensation for services is paid by the
Vendor, an agent or employee of the City, or authorizing the Vendor to create
or assume an obligation for or on behalf of the City.
C. PAYMENT
For the payments specified herein, which the City agrees to make, the Vendor
will undertake the above noted work. Payments for Professional services will be
made as follows:
1. The Vendor shall receive payment rendered in accordance with the guidlines
set out in the Lease Agreement (see Attachment D).
2. The total payment made for any individual work task will not exceed the
amounts shown on the Proposal Budget, without prior authorization by the SRPD.
3. Payments made by the SRPD shall be made within guidelines of Lease
Agreement (see Attachment D).
D. TERMS
The terms of this Agreement shall be from the date of execution to' 2 11 .3Either
party may terminate this Agreement by giving other party thirty (30) days written
notice. In the event of termination, City shall pay Vendor all sums then due and
unpaid, including all work performed but not yet invoiced, as of the date of
receipt of notice. Payments by City of such compensation shall be considered full
and final settlement for all work performed by the Vendor under this Agreement.
All completed reports and other documents and materials described in the attached
proposal shall become the property of the City.
Numd-Graphic 1
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San Rafael Police Department
December 8, 1992
E. ARBITRATION
All claims or disputes between the City and the Vendor relating to this Agreement
shall be decided by arbitration pursuant to the current provisions of the California
Code of Civil Procedure and any successor statutes. The decision of the
arbitrator shall be final and binding on the parties. In interpreting the provisions
of the Agreement, the arbitrator may make an award of costs and fees, including
attorney's fees necessitated by arbitration.
F. ALTERATIONS
This Agreement may be modified, as necessary, for the successful and timely
completion of the services to be provided. Any alteration shall be expressed in
writing, as an amendment to this Agreement, and shall be executed by both
parties. Amendments to attached proposal, may be made by mutual agreement,
in writing, signed by Vendor and the Chief of Police, or the Chiefs appointed
representative.
G. ASSIGNMENT
No assignment of the Agreement, either in whole or in part, shall be made by
Vendor without the prior written consent of City.
H. NOTICES
Any notices required to be given by the terms of this Agreement shall be deemed
to have been given when the same is sent by certified mail, postage prepaid,
addressed to the respective parties as follows:
City of San Rafael
Police Department
Lt. Gene Pennington
P.O. Box 151560
San Rafael, CA
I. INSURANCE
Mini -Graphic Systems, Inc.
5737 Pacific Center Blvd.
San Diego, CA 92121-4203
Tel: 619/455-8575
FAX: (619)452-2731
During the term of this Agreement, Vendor shall maintain: comprehensive
general liability insurance with a combined single limit of not less than
$2,000,000.00 for bodily or personal injury or property damage as the result of
any single occurrence; Vendor shall also maintain professional liability insurance
with a limit of liability of not less than $1,000,000.00 per claim, and in the
aggregate. If required, City shall be added as a named additional insured on the
general and comprehensive general liability insurance. Prior to beginning work
under this Agreement, Vendor shall provide the City with evidence that the
insurance described above is in place.
Mil-Gi phic 2
Z'70R@RM2 inc.
San Rafael Police Department
December 8, 1992
J. INDEXI IITY
Vendor shall indemnify, defend and hold the City harmless from and against
liability arising from Vendor's negligent acts, error, or omissions, in performance
of the work, or for willful or intentional misconduct relating to activities carried
out pursuant to or in connection with this Agreement.
IN WITNESS WHEREOF, City and Vendor have caused their authorized
representatives to execute this Agreement the day and year first written above.
ATTEST:
2ANNEM. LEONCINI
City Clerk
City of San Rafael:
P. ROBERT KROLAK
Chief of Police
f
APPROVED AS TO FORM: VENDO012-
.
GARY T. RAGGHIA CHARLES W. HODIAN
City Attorney Executive Vice President
Mini -Graphic Systems, Inc.
Mull -Graphic 3
San Rafael Police Department
December 8, 1992
CONFIDENTIALITY STATEMENT
As an authorized representative and/or corporate officer of the company named below,
I warrant my company and its employees will not disclose any documents, diagrams,
information, and information storage media made available to use by the City of San
Rafael. I warrant that only those employees who are authorized and required to use such
materials will have access to them.
I further warrant that all materials provided by the City of San Rafael will be returned
promptly after use and that all copies or derivations of the materials will be physically
and/or electronically destroyed. I will include with the returned materials, a letter
attesting to the complete return of materials and documenting the destruction of copies
and derivations. Failure to so comply will subject this company to liability, both
criminal and civil, including all damages to the City of San Rafael and third parties. I
authorize the City of San Rafael to inspect and verify the above.
I warrant that if my company is awarded the contract, it will not enter into any
agreements or discussions with a third party concerning such materials prior to receiving
writter'6onfirmation from the City of San Rafael that such third party has an agreement
ifh the City of San Rafael similar in nature to this one.
d
Charles W. Hodian
Executive Vice President
Mini -Graphic Systems, Inc.
Mull -Graphic 4
San Rafael Police Department
December 8, 1992
ATTACHMENT "A"
SCOPE OF WORK
In accordance with this Agreement, the Vendor agrees to provide hardware and software
as an Equipment Vendor and Value Added Reseller to City, as outlined in the following
paragraphs. The Vendor agrees to be available and perform the work specified in this
agreement in the time frame as specified and as shown in the paragraph titled
"Deliverable List".
Software Installation
MSI provides complete installation of TARGET software. MSI provides an
installation and implementation schedule to coordinate its efforts with technical
personnel.
Software Maintenance
Maintenance of TARGET software is provided by MSI. MSI's standard software
maintenance fee is 15 % per year and is based on the list price of the TARGET
software. Software maintenance includes TARGET software upgrades and
excludes custom enhancements. Maintenance fees are billed annually in advance.
Software Warrantv
MSI provides a 180 -day Software Limited Warranty on all TARGET software
products delivered under the terms of this agreement. This period commences
when a software product is delivered by MSI.
Svstem Testing
System testing will be performed by MSI and SRPD's technical personnel.
Implementation Plan
• Progress Reports
• Monthly Written Progress Reports
MSI will provide detailed written monthly progress
reports of the installed system. These reports will be
faxed to the SRPD as soon as completed.
Mhi-Graphic 5
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San Rafael Police Department
December 8, 1992
• Weekly Oral Progress Reports
MSI will provide weekly oral progress reports of the
installed system.
• Exception or Problem Reports
MSI will provide Exception or Problem Reports of the
installed system in the form of MSI's standard
Customer Service Report form.
• Responsibility Chart
SRPD's Responsibilities
• If integrating into existing LAN, LAN must be operating
properly with proper backup and power (UPS
protection)
• Ensuring proper space and environment conditions as
stated in paragraph titled "Site Regulations and
Specifications".
• If integrating into existing PCs, PCs must have
Microsoft Windows properly installed
• If integrating into existing LAN, SRPD system
administrator must make available file server space and
setup TARGET users
MSI's Responsibilities
• Installation of all proposed hardware and software
• Scheduling of installation and training
• Setup LAN rights/privileges necessary for TARGET
users
• If MSI provides LAN, MSI will require proper backup
and power (UPS protection)
• If MSI provides PCs, MSI will install Microsoft
Windows
• If MSI provides LAN, MSI will setup TARGET users
• Deliverable List
Preliminary Installation Plan
The MSI implementation plan of the SRPD TARGET Information
and Image Management System is as follows:
(Note: Dates are based on a hypothetical contract date. Dates will
be mutually agreed upon.)
Muni-Ci[MPWC 6
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San Rafael Police Department
December 8, 1992
Date Description
12/22/92 SRPD awards contract.
12/22/92 MSI places orders for software and hardware components.
01/19/93 SRPD starts receiving hardware components (i.e., scanner, optical
disk drives, display monitors, compression/decompression board).
MSI starts or assists in the install of Microsoft Windows at user
workstations and/or network file server.
01/19/93- MSI meets with System Supervisor to discuss applications,
01/22/93 system interface, and equipment installation.
01/19/93- MSI creates "practice" application definitions for evaluation and to
01/22/93 fine tune system.
01/22/93 MSI installs TARGET application software and utilities on network
file server.
MSI installs TARGET Optical Disk Server and Update Server
software on optical disk/update server.
MSI installs TARGET Print Server software on network print
server.
01/25/93- MSI tests TARGET software on all user workstations.
01/29/93
Preliminary Training Agenda and Schedules
TARGET training sessions will include the following:
(Note: Dates and/or schedule have not been included in this
section. Based on MSI experience, it is best to schedule training
after system installation to avoid possible schedule conflicts. MSI
has three TARGET CIEs (Certified Imaging Engineers) who are
available and can perform system training.
• Imaging System Hardware components
• Microsoft Windows
• TARGET Main Menu
• TARGET Scan
• TARGET Index
Mini -Graphic 7
San Rafael Police Department
December 8, 1992
• TARGET Search
• TARGET Message
• TARGET Image Manipulation
• TARGET Print
• TARGET Fax
• TARGET Optical Disk Server
• TARGET Update Server
• TARGET Print Server
• TARGET Fax Server
• TARGET System Administrator
• TARGET Optical Disk Backup
• TARGET System Maintenance
• TARGET Utilities
• TARGET Subdirectory Structure
Application Development
The proposed system includes up to four applications. MSI will
perform application generation functions which include the
following:
• Analyzing requirement of new application
• Making recommendations for new application
• Creating new definition file
• Updating TARGET user access/privileges
• Creating new application subdirectories
• Testing new application
• Formatting and labeling new optical disk cartridge
Training Materials
The proposed TARGET Information and Image Management
System includes the TARGET User's Guide and the TARGET
System Administration Manual.
Installation Plan
- Schedule for Equipment Installation
The schedule for equipment installation can be made within
two to three weeks from time of order.
- Detailed Installation Plan
Please refer to paragraph titled "Deliverable Date" of this
proposal for the Installation Plan for the proposed system.
- Delivery Date
Mini -Graphic s
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San Rafael Police Department
December 8, 1992
The delivery date is 30 days from time of order. Delivery for any
"custom" capabilities will be determined independently.
- Site Requirements and Specifications
Floor Snace Requirement
SRPD to ensure that a 12 square foot (approximate) area be available for
the Scan/Index/Print Server to accommodate a scanner, PC, 19" monitor,
and laser printer.
SRPD to ensure that a 8 square foot (approximate) area be available for
the Optical Disk Server to accommodate the external optical disk drive,
11 -platter jukebox, PC, and 14" monitor.
Index/View workstations need only enough space for the workstation and
monitor.
Power Reauirements
SRPD to ensure that the electrical provided to the equipment meets the
following requirements:
a. Ground voltage NTE .3v neutral to ground.
b. Voltage 120 vac plus or minus 10 volts
c. 59 - 61 hertz
d. Static -free environment
Range of Electricity Fluctuation
a. Voltage 120 vac plus or minus 10 volts
Environmental Requirement
SRPD to ensure that the operating environment for the hardware supported
is maintained at:
a. Ambient 60-85 ° F
b. Humidity 45-80 relative
c. Shock 0.5g from 15-500 Hz
EauiDment Installation Plan
Please refer to paragraph entitled "Installation Plan" of this proposal for
the Installation Plan for the proposed system.
Svstem Testing
System testing will be performed by MSI and SRPD's technical personnel.
Mini -Graphic 9
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San Rafael Police Department
December 8, 1992
WORK SCHEDULE
Training
MSI provides various levels of training on the recommended system.
As an option, training may be conducted throughout the system installation,
integration, and implementation.
Classroom training will also be conducted on-site if the facilities are made
available.
Svstem Administration Training
MSI offers supervisory training. This training addresses application generation,
maintenance, and troubleshooting issues.
System administration training includes system backup, index backup, optical disk
backup, disaster recovery, and security issues. This training is best conducted in
a hands-on environment.
End -User Training
End-user training will be conducted on-site in "hands on" classroom environments
(based on the application) and/or on an "on-line" basis.
Documentation Requirements
MSI will provide full documentation for the SRPD Document Imaging System.
WORK PLAN
Steps to Analyze Current Document Storage Systems and LAN
The following are steps to analyze current document storage systems and LAN:
• Determine number of times documents are retrieved from existing system.
• Determine the cost to locate a document with current system.
• Determine the cost of a lost document.
• Determine space availability of existing LAN.
• Determine compatibility of existing LAN.
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AIM SYSTEMS, INC. INFORMATION AND IMAGE MANAGEMENT SYSTEM
TARGET FIVE—USER CONFIGURATION
(w/ SOURCE, FAX &c JUKEBOX SOFTWARE MODULES)
Designed by Mini—Graphic Systems, Inc.
EXISTING NETWORK
VIEW/INDEX STATION #1/ FILE SERVER
S 1/4' WORN OPTICAL DISK 7UMOX OPTICAL DISK SERVER/ 486 w/ 16MB RAM
(INCLUDESGIGO NE MfERNAL DISK / It DISK CAPACITY ) FAX SERVER
1 GB HARDDRIVE
a I IC 386 I �Fl4„
II II I VGA VGA
I I I UPS
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EXISTING LAN
VIEW/INDEX SCAN/VIEW/INDEX WORKSTATION #3;"
WORKSTATION #2 PRINT SERVER
P14!-1[
486 w/ 486 w/ VGADOCUMENT SCANNER
A16MB RAM 16MB RAM
HP WIN
FAX 1 XIONICS
vm`�
VIEW/INDEX
WORKSTATION #4
f 14" 486 w/
VGA 16MB RAM
I I
I
' MSI proposes to use SRPD existing
l network resources. However, MSI
can provide network if SRPD requires.
VIEW/INDEX
WORKSTATION #5
��FV4 486 iu/
GA > 6MB RAM
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12/07/92ARI
ATTACffiVlF-NT "B"
SYSTEM COST
171 FUNDITA
Description
Outical Disk Server
80386/33MHz w/ 4 megabytes RAM,
64K cache, 2 serial ports,
1 parallel port, clock, 200 watt
power supply, 1.2 megabyte 5'/a" and
1.44 megabyte 31h" floppy drive,
40 megabyte hard drive, keyboard,
Trident SVGA w/ 1 megabyte RAM,
Super VGA 1024 x 768 monitor,
MS Mouse, MS DOS 5.0, and
MS Windows 3.1.
Workstations
80486 w/ 16 megabytes RAM,
64K cache, 2 serial ports,
1 parallel port, clock, 200 watt
power supply, 1.2 megabyte 5'/a " and
1.44 megabyte 3'/2" floppy drive,
40 megabyte hard drive, keyboard,
Trident SVGA w/ 1 megabyte RAM,
Super VGA 1024 x 768 monitor,
MS Mouse, MS DOS 5.0, and
MS Windows 3.1.
San Rafael Police Department
December 8, 1992
Price Qty
$ 2,400.00 1
$ 3,200.00 3
Note: When existing PCs are used, all manufacturer's hardware
component manuals, DOS and Windows diskettes must be
available for MSI for proper installation.
Workstation
80486 w/ 16 megabytes RAM, $2,800.00
64K cache, 2 serial ports,
1 parallel port, clock, 200 watt
power supply, 1.2 megabyte 5'/a " and
1.44 megabyte 31h" floppy drive,
40 megabyte hard drive, keyboard,
MS Mouse, MS DOS 5.0, and
MS Windows 3.1.
Extended
$ 2,400.00
1 $2,800.00
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OpR@nmo inc.
San Rafael Police Department
December 8, 1992
Document Scanner
Fujitsu M3096E+ 11" x 17" document $ 6,500.00 1 $ 6,500.00
scanner, 200-300 dpi, and auto document
feeder.
DisDlav Monitor
21" Hi -Res Color Monitor $ 4,500.00 1 $ 4,500.00
1600 x 1280 w/ expanded viewing.
Scanner/Printer Board Set
Xionics XIP-B2-FC(2) Board Set for $ 4,800.00 1 $ 4,800.00
M3096E+/HP LaserJet III combination,
2 megabytes, 50MHz with mezzanine card,
cables, and utility software.
• Required for every workstation
that has a scanner or laser printer
server attached to it.
• 4 megabyte required for 11" x 17" @300 dpi.
Auto -Contrast Scan CaDability
Dynamic Threshold Board $1,250.00 1 $1,250.00
for Fujitsu M3096E+ document scanner.
t, Outical Disk Drive
Reflection Systems RF -5010C 5'/a" WORM $ 3,300.00 1 $ 3,300.00
external drive, 940 megabytes
(470 megabytes per side).
Optical Disk Drive Controller Kit
SCSI controller and cables $ 350.00 1 $ 350.00
for PC/AT.
Optical Disk Media
Panasonic LM-D501W 5'/a" WORM optical disk $ 149.00 5 $ 745.00
cartridge.
(In boxes of five cartridges.)
Optical Disk Tukebox
Reflection Systems RF -10J 5'/a" $10,500.00 1 $10,500.00
WORM Optical Disk Jukebox; includes
one internal optical disk drive,
10 gigabyte storage capacity,
11 -disk capacity.
• Requires TARGET/JUKEBOX
NET -009-S software module.
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Facsimile Board
FAX -ICP Facsimile Board
Network File Server Upgrade
16 megabyte RAM upgrade and
1 gigabyte hard drive
Network Interface Cards
San Rafael Police Department
December 8, 1992
$ 995.00 1 $ 995.00
$ 3,400.00 1
$ 495.00 5
HARDWARE TOTAL:
$ 3,400.00
$ 2,475.00
-------------
$ 53,615.00
Milli -Graphic 13
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SOFTWARE:
TARGET Application Software
Includes the following:
Source Annlication Software
NET -001 TARGET/SOURCE
Source document application
software; controls the input,
output and storage devices used
in the digitization, storage,
and reproduction of source
documents; manages the magnetic
and optical databases.
Includes one copy of NET -008
TARGET/ODS and one copy of
NET -011 TARGET/PRINT. License
is for five simultaneous users.
Facsimile Anulication Software
NET -004 TARGET/FAR
Includes STD -004 capability.
Does not include required
FAX -ICP facsimile board.
License is for five simultaneous users.
jukebox Annlication Software
NET -009-S TARGET/JUKEBOX (SMALL)
Required for each optical server
which has an 11 -disk jukebox attached.
Installation and Integration (30 hours)
Training
(Includes 20 Application Engineer hours)
San Rafael Police Department
December 8, 1992
$ 23,500.00 1 $ 23,500.00
SOFTWARE TOTAL: $ 23,500.00
$ 3,000.00
$ 2,000.00
SYSTEM TOTAL: $ 82,115.00
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Sphumm inc.
San Rafael Police Department
December 8, 1992
Hardware Maintenance Cost - One Year 15%
{ _ On-site hardware maintenance is provided by MSI. MSI's
standard hardware maintenance fee is 15% per year and is based
on the list price of the hardware. Maintenance fees are billed
annually in advance.
MSI provides a 180 -day hardware limited warranty on hardware
components purchased and shipped under the terms of the
agreement. This period commences when a hardware product is
shipped by MSI.
MSI will maintain the following hardware components:
• Xionics Board $4)800.00
• Document Scanner $ 6,500.00
• Optical Disk Drive $ 3,300.00
• Optical Disk Jukebox $10,500.00
• Dynamic Threshold Board $ 1,250.00
$26,350.00 x .15 = $3,952.50/yr
The remaining hardware components may be maintained by a company the SRPD
chooses.
Software Maintenance Cost - One Year 15%
Maintenance of TARGET software is provided by MSI. MSI's
standard software maintenance fee is 15 % per year and is based on
the list price of the TARGET software. Software maintenance
includes TARGET software upgrades/installation, and excludes
custom enhancements. Maintenance fees are billed annually in
advance.
MSI provides a 180 -day Software Limited Warranty on all
TARGET software products delivered under the terms of this
agreement. This period commences when a software product is
delivered by MSI.
$23,000.00 x .15 = $3,525.00/yr
Hardware Maintenance for 1993* $ 1,646.25
Software Maintenance for 1993* $ 1,762.50
TOTAL MAINTENANCE FOR 1993 $ 3,408.75
* Approximate fee based on actual installation dates not yet determined.
Mini -Graphic 15
S.. Rafael Police Department
December 8, 1992
ATTACHM ENT "C"
MAEVTENANCE AGREENWM
Following is a sample System Maintenance Support Agreement for your review:
SYSTEM MAINTENANCE SUPPORT AGREEMENT
AIM OPTICAL DISK SYSTEM
1. SOFTWARE SUPPORT
This Support Contract warrants that the Software Products will perform substantially in accordance
with the AIM Documentation. In the case of a nonconformity, MSI (Vendor) & AIM will at its
option: (1) supply consultation to Customer to correct the nonconformity, or (2) supply a
modification or modified copy of the Software Products which corrects the nonconformity, or (3)
supply to (Customer) at Customer's site an alternate operating procedure which circumvents the
condition of nonconformity.
Customer is responsible for performing daily backups, establishing and maintaining user names,
logons and passwords (after the initial install), normal LAN/Operating System management, and
assistance with minor System Engineer requests.
Support for Software Products is provided only on the current release of the software, and will
include:
a. Released Updates - During the limited warranty period and the term of the Support
Contract, Vendor will provide and perform all updates to the Target Licensed
Software, as they become available, and one documentation update for each AIM
Software Product that Customer has purchased. Such updates are for the purpose of
Customer's use to update its licenses. Customer may elect to purchase additional
copies of the software documentation at current published prices.
b. Telephone Support - Telephone support will be provided by vendor directly to
Customer's designated service support personnel. Such support will include time
spent by vendor personnel researching questions and.problems and providing answers
and solutions.
C. Correspondence - Vendor will provide correspondence on new releases and technical
developments. Customer will be included on MSI's mailing list for notices regarding
the product(s) Customer uses. Correspondence will be addressed to the Customer's
designated technical contact indicated in Exhibit "A" (Application).
d. On-site Support - MSI will provide on-site support for those conditions that MSI
deems appropriate. On-site support is typically needed for detailed recovery
procedures and new software release installations.
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Sr Rafael Police Department
December 8, 1992
e. Dial-up Support - MSI will provide modem support for those conditions that MSI
deems appropriate. Customer shall maintain both hardware and software in
accordance with MSI specifications to allow MSI to provide modem support.
Customer may be billed for travel and milage for those items where modem support
by MSI was appropriate but not available.
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S: Rafael Police Department
December 8, 1992
2. HARDWARE SUPPORT
Mini -Graphic Systems Inc. agrees to perform maintenance service with respect to equipment in
accordance with the following terms and conditions:
a. Any equipment added to this coverage and not supplied by MSI must be in approved
operating condition on the commencement date of coverage. MSI charges for parts
and labor required to place the equipment in such approved condition and shall be
invoiced to the customer and will be in addition to the price set forth.
b. Repair without charge is MSI's only obligation under this agreement. MSI will not
be responsible for any consequential or incidental damages resulting from the repair,
sale or improper functioning of this equipment. Such damages for what MSI will not
be responsible include, but are not limited to, loss of revenue or profit, one-time
costs, loss of use of the equipment, facilities or claims by your company and/or
customers for such loss.
C. Under items of this program, customer will be entitled to labor, transportation and
replacement parts excluding consumables (normally consumed items, printer ribbons
and optical cartridges, etc.). In the event any component maintained by MSI does not
work as specified, it will be repaired or replaced, either temporarily or permanently,
with appropriately similar equipment without charge to Customer.
d. This agreement does not cover service necessitated by malfunctions of parts and/or
attachments, or by the use of operating supplies when such items were not approved
by equipment manufacturer or MSI.
e. This Agreement shall not obligate MSI to maintain or repair any equipment which
ceases to be at the customer location described on the Exhibit "A" hereof or is
damaged through accident, abuse, misuse, theft, neglect, acts of third parties, fire,
water, casualty or any other natural force or by repairs, or attempted repairs, by
another firm.
L All workstations will have the availability of a telephone.
g. Customer to ensure that the electrical provided to the equipment meets the following
requirements:
a. Ground voltage NTE .3v neutral to ground.
b. Voltage 120 vac plus or minus 10 volts
c. 59 - 61 hertz
d. Static -free environment
h. Customer to ensure that the operating environment for the hardware supported is
maintained at:
a. Ambient 60-850 F
b. Humidity 45-80 relative
18
Mini-Gra-phl'ac
Sy�Lsc.
Sr Rafael Police Department
December 8, 1992
c. Shock 0.5g from 15-500 Hz
i. New items purchased may be appended to this maintenance agreement, if mutually
agreeable by both Customer and MSI, and prorated to the contracted period by giving
MSI written notice within thirty (30) days of purchase.
j. Customer, within their own guide -lines, has the authority to relocate equipment.
Customer shall notify MSI of all such moves within seven (7) days of the move. If
MSI involvement is necessitated due to the relocation, MSI may charge Customer at
then current rates for services rendered. MSI reserves the right to adjust
maintenance rates if equipment is moved from the original installation site.
3. GENERALITEMS
This System Support Contract covers those software and hardware items listed in Exhibit "A"
attached. The period of coverage will be for the inclusive dates shown on Exhibit "A".
a. MSI will supply this support provided that Customer designates and maintains a
primary support contact within its organization, and designated backup(s) when not
available, for the purposes of acting as the correspondents with MSI's technical
support personnel, and for coordinating delivery of services through Customer's
Service/Support organization.
b. This Agreement is not assignable or transferable by Customer without prior written
consent of MSI.
C. This Agreement shall be for one year from commencement date set forth on Exhibit
"A" hereof unless a different ending date is specified. Support contracts can be
renewed for another one (1) year during the term of the previous contract.
d. System support is available between the hours 7:00 AM and 11:00 PM, Monday
through Friday. Hours cited are stated in local time for MSI. Maintenance charges
(quoted Exhibit "A") cover normal business hours, 8:00 AM - 5:00 PM, Monday
through Friday, exclusive of MSI published holiday schedule. Overtime charges at
MSI's then current rate shall apply and be invoiced for all System Support made
outside normal business hours. Customer should be -prepared to issue or quote a
Purchase Order number at the time of requested support if outside of normal business
hours.
e. Customer should be prepared to supply the following information when requesting
support:
■ Company Name
■ Company Address
■ Contacts Name & Phone Number
■ Company FAX/Telex/TWX Number If Available
19
IIEg-�l��D�,lIl�
S.- Rafael Police Department
December 8, 1992
■ Modem Number
■ Type of Product (Model Number And Serial Number)
■ Details of Problem:
1. Any Error Messages Received
2. Details Of Current Program/Activity Where Problem Occurs
3. If Problem/Situation Is Repeatable and if other
workstations/applications are experiencing the problem.
4. Any Details That Could Be Useful For Trouble Shooting.
5. Where & When The Problems Occur.
6. Current Definition File printouts.
7. A printout of at least the last 20 entries in the System Error File.
f. MSI shall respond to all requests for service within three (3) hours. The phrase
"respond to request" shall mean that MSI will attempt, with due diligence, to establish
communication between Customer's designated personnel and MSI certified System
Engineer (SE) and devote appropriate attention to affect a rapid remedy. A Certified
SE, or appropriately trained technician, will be dispatched for any hardware or
software failure that cannot be remedied by voice or dial-up support. It is MSI's
intent to repair all defects/failures in a rapid manner. Guaranteed "up" time response
coverage is available upon request for quotation.
g. MSI shall furnish the Designated Contact of the current MSI SE Report Form for all
on-site visits and either a copy of the Support Log or individual Support Forms for
phone support on a regular basis if requested. Billable items will documented with
Support Forms.
h. MSI designated technical contact: Alex R. Castro, Senior System Engineer
Phone no.: (619)455-8575
i. MSI alternate technical contact: Pat Schenkleberg, System Engineer
Phone no.: (619)455-8575
j. Customer understands that only Vendor's representatives may call AIM Technical
Support. In the event end user places a call to the AIM support line, Customer
agrees to pay for the support charges rendered.
k. AIM may, at its sole discretion, request to talk to the end user directly. If adequate
provision to allow remote diagnostic support, AIM may at its sole discretion,
remotely log into the end user's system. If the end user insists on an AIM staff
member to directly call the end user or remotely log into the end user's machine, the
end user will be billed for the services rendered.
1. Any problem that MSI determines is not a material error in the Target Software, or
the equipment supported under this contract, will be billable at the current standard
rate. Our determination, as to whether the support is billable or not, will not be
20
IYUni-Gi"aa pnic
,�)yoq MM inc.
Sr Rafael Police Department
December 8, 1992
made until the precise nature of the problem has been successfully diagnosed. Any
support for third party software such as, but not limited to, MS-DOS, Intel
SatisFAXtion software, or other MS -Windows programs will be billed at the standard
rate.
M. If there is any conflict between the AIM Software License and this contract, the AIM
Software License will prevail.
21
Fn
aymq( mem inc.
So- Rafael Police Department
December S, 1992
COMPANY:
STREET:
CITY, STATE, ZIP:
DESIGNATED CONTACT:
ALTERNATE CONTACT:
SOFTWARE TO BE COVERED:
Part No. S/N Descriution
HARDWARE TO BE COVERED:
Part No. S/N Description
PRICE: N/A
COVERAGE DATE: From: To:
D-GraPKI
22
ATTACHMENT "D"
EQUIPMENT LEASE/PURCHASE AGREEMENT
THIS LEASE WITH OPTION TO PURCHASE AGREEMENT is dated as of February 25, 1993, by and between COMBRO,INC. whose
address is PO Box 1039 Rancho Murieta CA 95683 as Lessor (Lessor) and THE CITY OF SAN RAFAEL POLICE DEPARTMENT as
Lessee (Lessee), whose address is 1406 5th Avenue, PO Box 151560, §an Rafael, CA 94915.
ARTICLE 1: DEFINITIONS AND EXHIBITS
Section 1.1. Definitions. Unless the context otherwise requires, the terms defined in this Section shall, for
all purposes of this Lease, have the meanings herein specified.
Contractor: Each of the manufacturers or vendors from whom Lessee (or Lessor at Lessee's request) has ordered
or will order or with whom Lessee (or Lessor at Lessee's request) has contracted or will contract for the manufacture,
delivery and/or installation of the Equipment.
Eyysii nt: The personal property described in the attached Exhibit A which is being leased with option to
purchase by Lessee pursuant to this Lease.
Lease Term: The period during which this Lease is in effect as specified in Section 4.1.
Net Proceeds: Any insurance proceeds or condemnation aware paid with respect to the Equipment, after
subtracting all expenses incurred in the collection thereof.
Non-�pprap ation: The failure of the Lessee's governing body, or, if applicable, the governmental entity
from whicn tnc LEsWe' obtains its operating and/or capital funds, to appropriate money for any fiscal year of Lessee
sufficient for the continued performance of this Lease by Lessee, as evidenced by the passage of a bill, law, ordinance,
resolution or similar enactment specifically prohibiting Lessee from performing its obligations under this Lease, and
from using any moneys to pay the Rental Payments due under this Lease for a designated fiscal year and all subsequent
fiscal years.
Payment Date: The date upon which any Rental Payment is due and payable as provided in Exhibit B.
Purchase Option Price: With respect to the Equipment, as of a Payment Date specified in the attached Exhibit
B (and after making the Rental Payment due on such date), the amount so designated and set forth opposite such date in
Exhibit B.
Rental Payment: The payment due from Lessee to Lessor on each Payment Date during the Lease Term, comprising
principal and interest as shown on Exhibit B.
S cifications: The bid specification and/or purchase order pursuant to which Lessee has ordered the Equipment
from a Contractor.
State: The State in which the Lessee is situated.
Section 1.2 Exhibits.
The following Exhibits are attached to and by reference made a part of this Lease:
Exhibit A: A description of the Equipment being leased by Lessee pursuant to this Lease.
Exhibit B: A schedule indicating the date and amount of each Rental Payment coming due during the Lease Term
and the portions of each Rental Payment comprising principal and interest. It also indicates the Purchase Option Price
as of each Payment Date in accordance with Article X.
Exhibit C: A Certificate of Acceptance of Lessee indicating that the Equipment has been delivered and
installed in accordance with the Specifications, and has been accepted by Lessee, the date on which Rental Payments
shown in Exhibit B shall commence, and that certain other requirements have been met by Lessee.
Exhibit D: An opinion of counsel to Lessee as to the powers of Lessee; the validity, execution and delivery of
this Lease and various related documents; and related matters.
Exhibit E: A Certificate of incumbency of Lessee relating to the offices or positions, signatures and
qualifications of the persons executing on behalf of Lessee this Lease and other documents relating hereto.
Exhibit F: A Notice to Lessee of the sale of rental payments and assignment of the Lease, and Lessee's
Acknowledgement.
ARTICLE II: REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2.1. Representations. Covenants and Warranties of Lessee,. Lessee represents, covenants and
warrants as follows:
(a) Lessee is a political subdivision of the State, and is authorized under the Constitution and laws of the State to
enter into this Lease and the transactions contemplated hereby, and to perform all of its obligations hereunder.
(b) The officer of Lessee executing this Lease has been duly authorized to execute and deliver this Lease under the
terms and provisions of a resolution of Lessee's governing body, or by other appropriate official action.
(c) In authorizing and executing this Lease, Lessee has complied with all public bidding and other laws applicable to
this Lease and the acquisition of the Equipment by Lessee.
(d) Upon delivery and installation of the Equipment, Lessee will provide to Lessor a completed and executed Certificate
of Acceptance in the form of Exhibit C.
(e) Upon the execution of this Lease, Lessee willprovide to Lessor an opinion of its legal counsel in the form of
Exhibit D, a Certificate of Incumbency in the form of Exhibit E, and a Notice to Lessee in the form of Exhibit F.
Section 2.2. Representations. Covenants and Warranties of Lessor,. Lessor represents, covenants and warrants as
follows:
(a) Lessor is a CORPORATE ENTITY duty organized, existing and in good standing under the Laws of the State of
California,
has power to enter into this Lease, is possessed of full power to own and hold real and personal property,
and to lease the saw, and has duly authorized the execution and delivery of this Lease.
(b) Neither the execution and delivery of this Lease, nor the fulfillment of or compliance with the terms and
conditions hereof, nor the consummation of the transactions contemplated hereby, conflicts with or results in a breach
of the terms conditions or provisions of any restriction or any agreement or instrument to which Lessor is now a party
or by which Lessor is bound, constitutes a default under any of the foregoing, or results in the creation or imposition
of any lien, charge of encumbrance whatsoever upon any of the property or assets of Lessor, or upon the Equipment except
as specifically provided herein.
(c) Pursuant to Section 265 (b) (3) (B) (ii) of the Internal Revenue Code of 1986 (the Code), the Lessor hereby
specifically designates the Lease as a "qualified tax-exempt obligation" for purposed of Section 265 (b) (3) of the
Code. In compliance with Section 265 (b) (3) (D) of the Code, the Lessor hereby represents that the Lessor will not
designate innro than 510;000;000 of obligations issued by the Lessor in the calendar year during which the Lease is
executed and delivered as such "qualified tax-exempt obligations." In compliance with the requirements of Section 265
(b) (3) (C) of the Code, the Lessor hereby represents that the Lessor (including all "subordinate entities of the Lessor
within the meaning of Section 265 (b) (3) (E) of the Code reasonably anticipates not to issue in the calendar year
during which the Lease is executed and delivered, obligations bearing interest exempt from federal income taxation under
Section 103 of the Code (other than "private activity bonds" as defined in Section 141 of the Code) in an amount greater
than $10,000,000.
ARTICLE iII: LEASE OF EQUIPMENT
Section 3.1. Lease. Lessor hereby leases the Equipment to Lessee, and Lessee hereby leases the Equipment from
Lessor, upon the terms ana conditions set forth in this Lease.
Section 3.2. Pos$es ori and Enlo"nt. So long as no event of default shall have occurred and be continuing,
Lessor shall not interfer! with Lessee's quiet use and enjoyment of the Equipment during the Lease Term.
Section 3.3. Lessor Access to Epuignent. Lessor shall have the right at all reasonable times to examine and
inspect the Equipment, and to have acfes! to the Equipment as may be reasonably necessary to cause the proper
maintenance of the Equipment in the event of failure by Lessee to perform its obligations hereunder.
ARTICLE IV: LEASE TERM
Section 4.1. Lease Term. This Lease shalt be in effect for a Lease Term commencing and ending on the dates
shown in Exhibit B, unless earlier terminated by Lessee at the end of a fiscal year of Lessee in accordance with Section
4.2, or unless otherwise terminated as herein provided.
Section 4.2. Termination Following Non-AppropriHtion. In the sole event of Non appropriation, Lessee shall
have the right to terminate this Lease, in whole b n n part, at the end of any fiscal year of Lessee, in the manner
and subject to the terms specified in this Section and Sections 4.4 and 4.5. Lessee may effect such termination by
giving Lessor a written notice of termination and by paying to Lessor any Rental Payments which are due and have not
been paid at or before the end of its then current fiscal year. Lessee shall endeavor to give notice of termination not
less than sixty (60) days prior to the end of such fiscal year and shall promptly notify Lessor of any anticipated
termination. In the event of termination of this Lease asProviAed in this Section, Lessee shall deliver possession of
the equipment to Lessor in accordance with Section 12.3, and shall convey to Lessor its interest in the Equipment within
ten (10) days after the termination of the Lease. in no event shall this Lease be construed to permit a Non -
Appropriation for the purpose of allowing Lessee to acquire substitute equipment of the type described in Section 4.5.
Section 4.3. Intent to Continue Lease Termi gppropriations. Lessee presently intends to continue this Lease
for the entire Lease Term and to pay all Rental Paymew pecitied in Exhibit B. Lessee will include in its budget
request for each fiscal year during the Lease Term the Rental Payments to become due in such fiscal year, and will use
all reasonable and lawful means at its disposal to secure the appropriation of money.for such fiscal year sufficient to
pay the Rental Payments coming due therein. Lessee reasonably believes that moneys in an amount sufficient to make all
such Rental Payments can and will lawfully be appropriated and made available for this purpose, and that the Equipment
will be required to perform essential govbrnmental functions of Lessee during the entire Lease Term.
Section 4.4. Effect of Termination. Upon termination of this Lease as provided in Section 4.2, Lessee shall
not be responsible for the payment of any additional Rental Payments coming due with respect to succeeding fiscal years,
but if Lessee has not delivered possession of the Equipment to Lessor in accordance with Section 12.3 and conveyed to
Lessor or released its interest in the Equipment within ten (10) days after the termination of the Lease, the
termination shalt nevertheless be effective, but Lessee shall be responsible for the payment of damages in an amount
equal to the amount of the Rental Payments thereafter coming due under Exhibit B which are attributable to the number of
days after such ten (10) day period during which Lessee fails to take such actions and for any other loss suffered by
Lessor as a result of Lessee's failure to take such actions as required.
Section 4.5. Nonsubstitution. If this Lease is terminated by Lessee in accordance with Section 4.2 Lessee
agrees not to purchase, lease or rent personal property to perform the same functions as, or functions taking tiie place
of, those performed by the Equipment, and agrees not to permit such functions to be performed by its own employees or by
any agency or entity affiliated with or hired by Lessee, for a period of twelve (12) months; provided, however, that
these restrictions shall not be applicable (i) in the event the Equipment shall be sold by Lessor and the amount
received from such sale, less all costs of such sale, is sufficient to pay the then applicable Purchase Option Price as
set forth in Exhibit B, or (ii) if or to the extent that the application of these restrictions would affect the validity
of this Lease.
ARTICLE V: RENTAL PAYMENTS
Section 5.1. Rental Payments. Lessee agrees to pay Rental Payments during the Lease Term, in the amounts and
on the dates specified in Exntbit B. All Rental Payments shall be paid to Lessor at the address specified in the first
paragraph of this Lease, or to such other person or entity to which Lessor has assigned such Rental Payments as
specified in Article XI, at such place as such assignee may from time to time designate by written notice to Lessee.
Section 5.2. Current Expense. The obligations of Lessee under this Lease including its obligation to pa
the Rental Payments due with reApect to the Equipment, in any Fiscal Year for which this Lease is in effect, shall
constitute a current expense of Lessee for such Fiscal Year and shall not constitute an indebtedness of Lessee within
the meaning of the Constitution and laws of the State. Nothing herein shall constitute a pledge by Lessee of any taxes
or other moneys to the payment of Rental Payments or the sums coming due hereunder.
Section 5.3. Interest�nu�phent. A portion of each Rental Payments is paid as and represents the payment of
interest. Exhibit B sets torth 15ffe interest component of each Rental Payment.
Section 5.4. Rental Payments to be Unconditional. Except as provided in Section 4.2, the obligation of
Lessee to make Rental Payments or any other payments required hereunder shall be absolute and unconditional in all
events. Notwithstanding any dispute between Lessee and Lessor, Contractor or any other person, Lessee shall make
all Rental Payments and other payments required hereunder when due and shall not withhold any Rental Payments or other
payment pending final resolution of such dispute, nor shall Lessee assert any right of set-off or counterclaim against
its obligation to make such Rental Payments or other payments required under this Lease. Lessee's obligation to make
Rental Payments or other payments during the Lease Term shalt not be abated by reason of accident or unforeseen
circumstances.
ARTICLE VI: INSURANCE AND RISK OF LOSS
Section 6.1. Prooerty Insurance. Upon receipt of possession of the Equipment, Lessee shall have and assume
all risk of loss with respect thereto. Lessee is self-insured. During the term of this agreement Lessee shall maintain
a self insurance program under which Lessee creates cash reserves to cover loss or damage to the equipment (including
flood and earthquake coverage. The amount of the self insurance will be at least sufficient so that a claim may be made
for the full replacement cost of any part thereof damaged or destroyed and to pay the applicable Purchase Option Price
of the Equipment. The Net Proceeds of these reserves shall be applied to the prompt repair, restoration or replacement
of the Equipment, or to the purchase of the Equipment, as provided in Section 6.3.
Section 6.2. Risk of Other Loss. Lessee assumes all risks and Liabilities, whether or not covered by
insurance, for loss or damage to any property and for injury and death of any person, which is proximately caused by the
Lessee's use of the Equipment, or by the negligent conduct of Lessee, its officers, employees and agents.
Section 6.3. Damaqe to or Destruction of Eoui nt. If after delivery of the Equipment to Lessee all or any
part of the Equipment is lost, stolen, destroyed or damaged beyond repair, Lessee shall as soon as practical after such
event either (i) replace the same at Lessee's sole cost and expense with other equipment which is substantially
identical in value and function to the Equipment immediately prior to the time of the loss occurrence, such replacement
equipment to be subject to Lessor's reasonable approval, whereupon such replacement shall be substituted in this Lease
by appropriate endorsement, or (fi) pay the applicable Purchase Option Price of the Equipment as set forth on Exhibit B.
Lessee shall notify Lessor of which course of action it will take within fifteen (15) days after the loss occurrence.
If Lessee fails or refuses to notify Lessor within the required period, Lessor may, at its option, declare the
applicable Purchase Option Price of the Equipment set forth in Exhibit a immediately due and payable, and Lessee shall
be obligated to pay the same. The Net Proceeds of all insurance payable with respect to the Equipment shall be
available to Lessee and shall be used to discharge Lessee's obligation under this Section. On payment of the Purchase
Option Price, this Lease shall terminate and Lessee thereupon shall become entitled to the Equipment AS IS, WITHOUT
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS
FOR THE USE CONTEMPLATED BY LESSEE, except that the Equipment shall not be subject to any lien or encumbrance created by
or arising through Lessor.
ARTICLE VII: OTHER OBLIGATIONS OF LESSEE
Section 7.1. Cgmliance with Law. Lessee shall exercise due care in the installation, use, operation and
maintenance of the Equtpfnent, and shalt not install, use or operate the Equipment improperly, carelessly, to violation
of any State and Federal law or for a purpose or in a manner contrary to that contemplated by this Lease. Lessee shall
comply with all State and Federal laws applicable to the installation, use, possession and operation of the Equipment,
and if compliance with any such State and Federal law requires changes or additions to be made to the Equipment, such
changes or additions shall be made by Lessee at its expense.
Section 7.2. Maintenance of E uioment by Lessee. Lessee shall, at its own expense, maintain, preserve and
keep the Equipment in good repair, working order and condition (in accordance with the recommendations of the Equipment
manufacturer), and shall from time to time make all repairs and replacements necessary to keep the Equipment in such
condition.
Section 7.3. Taxes. Other GoverrvWntal Charges and Utility Charqes. Except as expressly limited by this
Section, Lessee shall pay all taxes and other charges of any kind which are at any time lawfully assessed or Levied
against or with respect to the Equipment, the Rental Payments or any part thereof, or which become due during the Lease
Term, whether assessed against Lessee or Lessor.
Section 7.4. Advances. If Lessee shall fail to perform any of its obligations under this Article, Lessor may,
but shall not be obligates take such action as may be necessary to cure such failures, including the advancement of
money, and Lessee shall be obligated to repay all such advances on demand, with interest at the rate of 18% per annum or
the maximum rate permitted by Law, whichever is less, from the date of the advance to the date of repayment.
ARTICLE VIII: TITLE
Section 8.1. Title. During the Term of this Lease, and so long as Lessee is not in default as provided in
Article XII, legal titer the Equipment and any and all repairs, replacements, substitutions and modifications to it
shall be in Lessee. Upon termination of this Lease under Section 4.2 or 12.2, full and unencumbered legal title to the
Equipment shall pass to Lessor, and Lessee shall have no further interest therein. In such event Lessee shall execute
and deliver to Lessor such documents as Lessor may request to evidence the passage of legal title to the Equipment to
Lessor and the termination of Lessee's interest therein, and Lessee shall deliver possession of the Equipment to Lessor
in accordance with Section 12.3. Upon Lessee's payment of all Rental Payments due hereunder, or the exercise of
Lessee's purchase option as provided in Article X hereof, Lessor's security or other interest in the Equipment shall
terminate, and Lessor shall execute and deliver to Lessee such documents as Lessee may request to evidence the
termination of Lessor's security or other interest in the Equipment.
Section 8.2. Security interest. Lessor shall have and retain a security interest under the Uniform
Commercial Code in the Equipment, the proceeds thereof and all repairs, replacements, substitutions and modifications
thereto or thereof made pursuant to Section 8.4, in order to secure Lessee's payment of all Rental Payments due during
the Lease Term and the performance of all other obligations herein to be performed by Lessee. Lessee will join with
Lessor in executing such financing statements or other documents and will perform such acts as Lessor may request to
establish and maintain a valid security interest in the Equipment.
Section 8.3. Liens. During the Lease Term, Lessee shall not, directly or indirectly, create, incur, assume,
or suffer to exist any mortgage, pledge lien, charge, encumbrance or claim on or with respect to the Equipment, other
than the respective rights of Lessor arxi Lessee as herein provided.
Section 8.4. Modification of EWiagent. Lessee shall, at its own expense, have the right to make repairs to
theEquipment, and to make repairs, replacements, substitutions and modifications to all or any of the parts thereof.
All such work and any part or component used or installed to make a repair or as s replacement, substitution or
modification, shalt thereafter comprise part of the Equipment and be subject to the provisions of this Lease. Such work
shall not in any way damage the Equipment or cause it to be used for purposes other than those authorized under the
provisions of State arti r-:erat Law or those contemplated by this Lease; and the Equipment, upon completion of any such
work shall be of a value which is not less than the value of the Equipment immediately prior to the comiTtencement of such
work.
Section 8.5. Personal Proorty. The Equipment is and shall at all times remain personal property
notwithstanding that the Equipment of any part thereof may become in any manner attached to or embedded in or
permanently rested upon real property or any building thereon by means of cement, plaster, nails, bolts, screws or
otherwise.
ARTICLE IX: EQUIPMENT WARRANTIES
Section 9.1. Selection of Equipment and Disclaimer of Warrant. The Equipment and the Contractor have been
selected by Lessee, and Lessor shalt Have no responsioitity in connection with the selection of the Equipment, its
suitability for the use intended by Lessee, the acceptance by the Contractor or its sales representative of the order
submitted, or any delay or failure by the Contractor or its sales representative to manufacture, deliver or install the
Equipment for use by Lessee. THE EQUIPMENT IS DELIVERED AS IS, AND LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER
EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN CONDITIONS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR
FITNESS FOR THE USE CONTEMPLATED BY LESSEE OF fHE EQUIPMENT, OR ANY OTHER REPRESENTATIVE OR WARRANTY WITH RESPECT TO THE
EQUIPMENT.
Section 9.2. Installation and Maintenance of Epuiprqent. Lessor shall have no obligation to install, erect
test, inspect, service or maintain the Equipment under any circumstances, and such actions shall be the obligation of
Lessee.
Section 9.3. Contractor's Warranties. Lessor hereby assigns to Lessee for and during the Lease Term, all of
its interests in all Contractor's warranties, express or implied, issued on or applicable to the Equipment, and Lessor
hereby authorized Lessee to obtain the customary services furnished in connection with such warranties at Lessee's
expense.
ARTICLE X: OPTION TO PURCHASE
Lessee shall have the option to purchase Lessor's interest in the Equipment on any Payment Date for the then
applicable Purchase Option Price set forth in Exhibit e, but only if Lessee is not in default under this Lease, and only
in the manner provided in this Article X. Lessee shall give notice to Lessor of its intention to exercise its option not
less than thirty (30) days prior to the Payment Date on which the option is to be exercised and shall deposit with
Lessor on the date of exercise an amount equal to all Rental Payments and any other amounts then due or past due and the
applicable Purchase Option Price set forth in Exhibit B.
ARTICLE XI: ASSIGNMENT, SUBLEASING, MORTGAGING AND SELLING
Section 11.1. Assignment b Lessor. Lessor shall not assign its obligations under the Lease, and no
purported assignment thereof shall be 6ttective. ALL of Lessor's rights title and/or interest in and to this Lease,
the Rental Payments and other amounts due hereunder and the Equipment may be assigned and reassigned in whole or in part
to one or more assignees or subassignees by Lessor at any time. No such assignment shalt be effective as against Lessee
unless and until the assignor shall have filed with Lessee or its agent a copy or written notice thereof identifying the
assignee. Any such assignee shall have all the rights of the Lessor hereunder, as fully as though such assignee were
the original Lessor hereunder. During the Lease Term Lessee shalt keep a record of all such assignments in form
necessary to comply with Section 148(x) of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations,
existing or proposed, from time to time promulgated thereunder.
Section 11.2. Assiyanent by Lessee. Lessee will not sublease, mortgage, sell, assign, transfer or convey the
Equipment or any portion thereof during the Lease Term, or remove the same from its boundaries, without the written
consent of Lessor.
ARTICLE XII: EVENTS OF DEFAULT AND REMEDIES
Section 12.1 Events of Default Defined. The following shall be "events of default" under this Lease and the
terms "events of default" and "default" shall mean, whenever they are used in this Lease, with respect to the Equipment,
any one or more of the following events:
(a) Failure by Lessee to pay any Rental Payment or other payment required to be paid under this Lease at the time
specified herein and the continuation of said failure for a period of three (3) business days after telephonic or
telegraphic notice given by Lessor or its assignee that the payment referred to in such notice has not been received.
(b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or
performed, other than as referred to in clause (a) of this Section, for a period of thirty (30) days after written
notice specifying such failure hes been given to Lessee by Lessor or its assignee.
(c) The filing by Lessee of a voluntary petition In bankruptcy or failure by Lessee promptly to lift any execution,
garnishment or attachment of such consequence as would impair the ability of Lessee to carry on its goverrmental or
proprietary function or adjudication of Lessee as a bankrupt, or assignment by Lessee for the benefit of creditors, or
the entry by Lessee into an agreement of composition with creditors, or the approval by a court of competent
jurisdiction of a petition applicable to Lessee in any proceedings instituted under the provisions of the Federal
Bankruptcy Code, as amended, or under any similar acts which may hereafter be enacted.
Section 12.2. Remedies on Default. Whenever any event of default referred to in Section 12.1 hereof shall
have happened and be continuing Lessor shall have the right, at its option and without any further demand or notice, to
take one or any combination of the following remedial steps:
(a) Lessor, with or without terminating this Leese, may declare all Rental Payments due or to become due during the
fiscal year in effect when the default occurs to be immediately due and payable by Lessee, whereupon such Rental
Payments shall be immediately due and payable.
(b) Lessor, with or without terminating this Lease, may repossess the Equipmentby giving Lessee written notice to
r
deliver the Equipment to Lessor, whereupon Lessee shall do to in the manrr p+rovfd, in section 12.3; or in the event
Lessee fails to do so within ten (10) days after receipt of such notice, Lessor may enter upon Lessee's premises where
the Equipment is kept and take possession of the Equipment and charge Lessee for costs incurred in repossessing the
Equipment, including reasonable attorney fees. Lessor may sell the Equipment or any portion thereof in a commercially
reasonable manner at public or private sale In accordance with applicable law, and shall apply the sale proceeds in the
following order ofpriority: (i) to reimburse Lessor for all expenses (including, without (imitation, Legal fees)
incurred in obtaining possession of the Equipment and completing the sale thereof, and (ii) to pay all unpaid Rental
Payments due or to become due during the Lessee's fiscal year in effect at the date of default.
(c) If the proceeds of sale of the Equipment are not sufficient to pay the balance of any Rental Payments owed by
Lessee during the fiscal year then in effect, Lessor make take any other remedy available at law or in equity to require
Lessee to perform any of its obligations hereunder.
Section 12.3. Return ofE 1 nt. If Lessee becomes obligated to return the Equipment to Lessor pursuant to
any Provision of this Leese, LessEf 4hbil return the Equipment in the condition, repair, appearance and working order
required in Section 7.2, in the following manner as may be specified by Lessor (i) byy delivering the Equipment at
Lessee's cost end expense to such piece as Lessor shell specify, or (ii) by loading the E ipment at Lessee's cost and
expense, on board such carrier as Lessor shell specify and shipp�ng the same, freight prepaid, to the place specified by
Lessor.
Section 12.4. No Rey Exclusive. No remedy conferred upon or reserved to Lessor by this Article is intended
to be exclusive and every s"i/tti remeuy snail be cumulative and shall be in addition to every other remedy given under
this Lease. No delay or omission to exercise any right or power accruing upon any default shell impair any such right
or power or shalt be construed to be s waiver thereof but any such right and power may be exercised from time to time
and as often as may be deemed expedient by Lessor or its assignee.
Section 12.5. Late Charge. Whenever any event of default referred to in Section 12.1, clause (a) hereof shad
have happened and be continuing Gith respect to the Equipment, Lessor shell have the right, at its option and without
e further demand or notice, to require a Late payment charge for each thirty (30) day period or part thereof during
which such event of default occurs equal to four percent(4%) of the delinquent amount, and Lessee shall be obligated to
pay the same immediately upon receipt of Lessor's written invoice therefor; provided, however that this section 12.5
shall not be applicable if or to the extent that the application thereof would affect the validity of this Lease.
ARTICLE XIII: ADMINISTRATIVE PROVISIONS
Section 13.1. Notices. All notices hereunder shall be sufficiently given and shall be deemed given when
delivered or deposited fn iFie Unfted States mail in certified or registered form with postage fully prepaid to the
address specified on the first page hereofiprovided that Lessor and Lessee, by notice given hereunder, may designate
different addresses to which subsequent notces will be sent.
Section 13.2. financial Information. During the Lease Term, Lessee, upon Lessor's written request will
provide Lessor with current taxiets, or proof of appropriation for the ensuing fiscal year and such other financial
information relating to the ability of Lessee to continue this Leese.
Section 13.3. Miscellaneous. This Lease shall inure to the benefit of and shall be binding upon Lessor and
Lessee and their respective successors and assigns. In the event any provision of this Lease shall be held invalid or
unenforceable by any court of competent jurisdiction such holding shall not Invalidate or render unenforceable any
other provision hereof. This Lease may be amended or any of its terms modified only by written document duly
authorized, executed and delivered by Lessor and Lessee. Lessor and Lessee agree that they will, from time to time
execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and succi
further instruments as may reasonably be required for correcting any inadequate or incorrect description of the
Equipment hereby leased or intended so to be, and for carrying out the expressed intention of this Lease. This Lease
shall be governed by and construed in accordance with the lows of the State.
IN WITNESS WHEREOF, the parties have executed this Lease as of the date first above written.
COMBRO, C =
(Le sso THE CITY OF S RAFAEL POLICE DEPARTME�t
(lessee)
Y.
Title: President � 9y:
Title:
L
EXHIBIT A
EQUIPMENT
Lessor: COMBRO, INC.
Lessee: THE CITY OF SAN RAFAEL POLICE DEPARTMENT
The Equipment which is the subject of the attached Lease with Option to Purchase Agreement is as follows:
See attached Equipment Schedule:
THE TERMS GOVERNING THIS SCHEDULE ARE CONTAINED IN THE AGREEMENT REFERENCED ABOVE AND APPLY WITH THE SAME FORCE AND
EFFECT AS IF SET FORTH FULL HEREIN. THE AGREEMENT SHALL NOT BE EFFECTIVE UNLESS EXHIBIT A IS SIGNED BY LESSEE AND
LESSOR.
COMBRO C.
(Les r)
By:
Title: resident
THE CITY OF SAN RAFAEL
POLICE DEPARTMENT
(Lessee) ;
B���-�
Y:
Title: L--1
T'��c
r.
r'
f_�
AWACIMENr "B"
SYSTEM COST
HARDWARE:
Optical Disk Server
80386/33MHz w/ 4 megabytes RAM,
64K cache, 2 serial ports,
Iallel post, clock, 200 watt
power supply, 1.2 megabyte 51A" and
1.44 megabyte 31A" floppy drive,
40 megabyte hard drive, keyboard,
Trident SVGA w/ I megabyte RAM,
Super VGA 1024 x 768 monitor,
MS Mouse, MS DOS 5.0, and
MS Windows 3.1.
Workstations
80486 w/ 16 megabytes RAM,
64K cache, 2 serial ports,
1 parallel port, clock, 200 watt
power supply, 1.2 megabyte 51A" and
1.44 megabyte 31A" floppy drive,
40 megabyte hard drive, keyboard,
Trident SVGA w/ 1 megabyte RAM,
Super VGA 1024 x 768 monitor,
MS Mouse, MS DOS 5.0, and
MS Windows 3.1.
San ifael Police Department
December 8, 1942
NIM
$ 2,400.00
$ 3,200.00
M
3
$2,400.00
Note: When existing PCs are used, all manufacturer's hardware
component manuals, DOS and Windows diskettes must be
available for MSI for proper Installation.
Workstation
80486 w/ 16 megabytes RAM, $ 2,800.00 1 $ 2,800.00
64K cache, 2 serial ports,
1 parallel port, clock, 200 watt
power supply, 1.2 megabyte 5'A" and
1.44 megabyte 31A" floppy drive,
40 megabyte hard drive, keyboard,
MS Mouse, MS DOS 5.0, and
MS Windows 3.1.
11
Dement Scanner
Fujitsu M3096E+ 11" x 17" document
scanner, 200-300 dpi, and auto document
feeder.
Display Mo for
21" Hi -Res Color Monitor
1600 x 1280 w/ expended viewing.
Scanner/ rater Board. Set
Xionics XIP-B2-FC(2) Board Set for
M3096E+/HP LaserJet iii combination,
2 megabytes, 50MHz with mezzanine card,
cables, and utility software.
• Required for every workstation
that has a scanner or laser printer
server attached to it.
• 4 megabyte required for 11" x 17" 0300 dpi.
Auto-Contrad Scan Capability
Dynamic Threshold Board
for Fujitsu M3096E+ document scanner.
Ontical Disk Drive
Reflection Systems RF -5010C 5'A" WORM
external drive, 940 megabytes
(470 megabytes per side).
San afael Police Department
December 8, 1992
$6,500.00 1 $6,500-00
$ 4,500.00 1 $ 4,500.00
$4,800.00 1 $4,800.00
$1,250.00 1 $ 1,250.00
$ 3,300.00 1 $ 3,300.00
01p±ical Disk Drive Controller Kit
SCSI controller and cables $ 350.00 1 $ 350.00
for PC/AT.
Optical Disk Medlr
Panasonic LM -D501 W 5'A' WORM optical disk $ 149.00 5 $ 745.00
cartridge.
(In boxes of five cartridges.)
Optical Disk ]ukebox
Reflection Systems RF -10J 51b" $10,500.00 1 $10,500.00
WORM Optical Disk Jukebox; includes
one internal optical disk drive,
10 gigabyte storage capacity,
11 -disk capacity.
• Requires TAROT/JUKEBOX
NET -009-S software module.
12
A
FacshnUe Board
FAX -ICP Facsimile Board
Network FLIe Server Upgrade
16 megabyte RAM upgrade and
I gigabyte hard drive
Network Interface Cat
San Rafael Pollee Department
December 8, 1992
$ 995.00 1 S 995.00
$ 3,400.00 1 $3,400.00
$ 495.00 5
HARDWARE TOTAL:
$ 2,475.00
------------
$ 539615.00
13
SOFTWARE:
TARGET Application Software
Includes the following -
NET -N1 TARGET/SOURCE
Source document application
software; controls the input,
output and storage devices used
in the digitization, storage,
and reproduction of source
documents; manages the magnetic
and optical databases.
Includes one copy of NET -008
TARGET/ODS and one copy of
NET -011 TARGET/PRINT. License
is for five simultaneous users.
Egcstmile AQRllsl tion Software
NET -004 TARGET/FAX
Includes STD -004 capability.
Does WA include required
FAX -ICP facsimile board.
License is for five simultaneous users.
Jukebox Appfttlon Software
NET -009-S TARGET/JUKEBOX (SMALL)
Required for each optical server
which has an 11 -disk jukebox attached.
Installation and Integration (30 hours)
Training
(Includes 20 Application Engineer hours)
Say 4afael Police Department
December 8, 1992
$ 23,500.00 1
$ 23,500.00
SOFTWARE TOTAL: $ 23,500.00
SYSTEM TOTAL: $ 82,115.00
PL.v s MAlATF-0A0CX-(P*15) 3,408 15
TOTAL 65,523.75
PLUSL�s�T�K 7.25°� �, 2ooAT
sA � ,
TOTA �4
EXHIBIT B
SCHEDULE OF RENTAL PAYMENTS
Lessor: COMBRO, INC.
Lessee: THE CITY OF SAN RAFAEL POLICE DEPARTMENT
Lease Term: 60 Months
Number and Frequency of Payments: 60 Monthly in arrears
First Payment Due: April 1, 1993
Last Payment Due: March 1, 1998
Amount to Finance: $91.724.22
EXHIBIT B
SCHEDULE OF RENTAL PAYMENTS
SAN RAFAEL POLICE DEPARTMENT Page
$91,724.22 on Feb. 1, 1993 at 7.840% with 60 Monthly Payments
365 -day Year
Ending balance is $1.00
I
Payment
Date
1
Mar.
1,
1993
2
Apr.
1,
1993
3
May
1,
1993
4
June
1,
1993
Annual Subtotal
5 July 1, 1993
6 Aug. 1, 1993
7
Sep.
1,
1993
8
Oct.
1,
1993
9
Nov.
1,
1993
10
Dec.
1,
1993
11
Jan.
1,
1994
12
Feb.
1,
1994
13
Mar.
1,
1994
14
Apr.
1,
1994
15
May
1,
1994
16
June
1,
1994
Annual Subtotal
17
July
1,
1994
18
Aug.
1,
1994
19
Sep.
1,
1994
20
Oct.
1,
1994
21
Nov.
1,
1994
22
Dec.
1,
1994
23
Jan.
1,
1995
24
Feb.
1,
1995
25
Mar.
1,
1995
26
Apr.
1,
1995
27
May
1,
1995
28
June
1,
1995
Annual Subtotal
29
July
1,
1995
30
Aug.
1,
1995
31
Sep.
1,
1995
32
Oct.
1,
1995
33
Nov.
1,
1995
34
Dec.
1,
1995
Total Payment
1,852.82
1,852.82
1,852.82
1,852.82
--------------
7,411.28
--------------
1;$S?_82
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
--------------
22,233.84
--------------
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
1,7 852 .82
22,233.84
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
Interest Amt
599.26
591.07
582.83
574.53
------------
2,347.69
566.18
557.78
549.32
540.80
532.23
523.60
514.92
506.17
497.38
488.52
479.61
470.64
------------
6,227.15
------------
461.61
452.52
443.37
434.16
424.89
415.56
406.17
396.72
387.21
377.63
367.99
358.29
------------
4,926.12
------------
348.53
338.70
328.81
318.85
308.83
298.74
Principal Amt
1,253.56
1,261.75
1,269.99
1,278.29
5,063.59
1,286.64
1,295.04
1,303.50
1,312.02
1,320.59
1,329.22
1,337.90
1,346.65
1,355.44
1,364.30
1,373.21
1,382.18
-------------
16,006.69
-------------
1,391.21
1,400.30
1,409.45
1,418.66
1,427.93
1,437.26
1,446.65
1,456.10
1,465.61
1,475.19
1,484.83
1,494.53
-------------
17,307.72
1,504.29
1,514.12
1,524.01
1,533.97
1,543.99
1,554.08
Purch. Option
-------------
N/A
- N/A
N/A
N/A
90,903.9
89,429.9
87,949.7
86,463.?
84,970.E
83,472.(
81,967.(
80,455.;
78,938.=
77,414.:
75,883.!
74,347.:
72,804.:
71,254.!
69,698.!
68,136.!
66,567.!
64,992.
63,410.
61,821.
60,226.
58,624.
57,015.
55,400.
53,778.
52,149.
50,514.
48,871.
47,222.
45,566.
SAN RAFAEL POLICE DEPARTMENT Page 2
$91,724.22 on Feb. 1, 1993 at 7.840$ with 60 Monthly Payments
365 -day Year
Ending balance is $1.00
#
Payment
--------------
Date
---
35
Jan.
1,
1996
36
Feb.
1,
1996
37
Mar.
1,
1996
38
Apr.
1,
1996
39
May
1,
1996
40
June
1,
1996
Annual Subtotal
41
July
1,
1996
42
Aug.
1,
1996
43
Sep.
1,
1996
44
Oct.
1,
1996
45
Nov.
1,
1996
46
Dec.
1,
1996
47
Jan.
1,
1997
48
Feb.
1,
1997
49
Mar.
1,
1997
50
Apr:
1,
1997
51
May
1,
1997
52
June
1,
1997
Annual Subtotal
53
July
1,
1997
54
Aug.
1,
1997
55
Sep.
1,
1997
56
Oct.
1,
1997
57
Nov.
1,
1997
58
Dec.
1,
1997
59
Jan.
1,
1998
60
Feb.
1,
1998
Annual Subtotal
Total Payment
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
22,233.84
--------------
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
--------------
22,233.84
--------------
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
1,852.82
1,851.88
14,821.62
Interest Amt
288.59
278.37
268.08
257.73
247.31
236.82
------------
3,519.36
------------
226.26
215.63
204.94
194.17
183.33
172.43
161.45
150.40
139.28
128.08
116.81
10,5.47
------------
1,998.25
------------
94.05
82.56
71.00
59.36
47.64
35.85
23.98
12.03
426.47
-------------- -----
Totals 111,168.26 19,445.04
Principal Amt
1,564.23
1,574.45
1,584.74
1,595.09
1,605.51
1,616.00
18.714.48
1,626.56
1,637.19
1,647.88
1,658.65
1,669.49
1,680.39
1,691.37
1,702.42
1,713.54
1,724.74
1,736.01
1,747.35
-------------
20,235.59
-------------
1,758.77
1,770.26
1,781.82
1,793.46
1,805.18
1,816.97
1,828.84
1,839.85
14,395.15
-------------
91,723.22
Purch. Option
43,903.78
42,233.89
40,557.04
38,873.21
37,182.36
35,484.47
33,779.50
32,067.43
30,348.22
28,621.85
26,888.29
25,147.50
23,399.46
21,644.14
19,881.50
18,111.52
16,334.16
14,549.40
12,757.20
10,957.54
9,150.38
7,335.69
5,513.44
3,683.59
1,846.12
1.00
EXHIBIT C
CERTIFICATE OF ACCEPTANCE
1, the undersigned, hereby certify that I am the duly qualified and acting
and of THE CITY OF SAN RAFAEL POLICE DEPARTMENT (Lessee); and with respect to the Lease with
Option to Purchase Agreement dated (the Lease), by and between Lessee and EOMBRO, INC. (Lessor), that:
1. The Equipment (as that term is defined in the Lease) has been delivered and installed in accordance with
Lessee's specifications(as that term is defined in the Lease) and has been accepted by Lessee.
2. The Rental Payments (as that term is defined in the Lease) shall commence and be due and payable on
and the same day of each month thereafter, in the amounts shown on Exhibit B to the Lease.
3. Lessee has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay all
Rental Payments required to be paid under the Lease during the current fiscal year of Lessee, and such moneys ails be
applied in payment of all Rental Payments due and payable during such current fiscal year.
i
4. Lessee is self-insured and has adequate reserves to cover any toss -1 I n pursuant to Article VI of the Lease.
5. Lessee is exempt from all personal property taxes, and is exempt from sales and/or use taxes with respect
to the Equipment and the Rental Payments.
6. During the Lease Term (as that term is defined in the Lease) the Equipment will be used by Lessee to
perform essential governmental functions. Such functions are:
7. There is no litigation, action, suit or proceeding pending or before any court, administrative agency,
arbitrator or governmental body, that challenges the authority of Lessee or its officers or employees to enter into the
Lease; the proper authorization, approval and execution of the Lease and other documents contemplated thereby; the
appropriation of moneys, or any other action taken by Lessee to provide moneys, sufficient to make Rental Payments
coming due under the Lease in Lessee's current fiscal year; or the ability of Lessee otherwise to perform its
obligations under the Lease and the transactions contemplated thereby.
Date:
THE CITY OF SAN RAFAEL POLICE DEPARTMENT
B1i
Title
CITY
14 IA T--74 1 L -1P
SAN RAFAEL
1400 FIFTH AVENUE. PO. BOX 151560, SAN RAFAEL
CALIFORNIA 94915.1560 , FAX (415) 459-2242
Cl i
r IvAYOR
ALBERT J. BORO
March 8, 1993
COUNCIL MEMBERS
DOROTHY L. BREINER
PAUL M.COHEN
MICHAEL A. IFPPEY
JOAN C. THAYER
OFFICE OF THE CITY ATTORNEY
Gary T. Ragghianti,
City Attorney
David B. Walker
Assistant City Attorney
(Lessee) THE CITY OF SAN RAFAEL POLICE DEPARTMENT
(Lessor) COMBRO, INC. [�
RE: LEASE WITH OPTION TO PURCHASE AGREEMENT DATED AS OF 7 / , 1993, BY AND
BETWEEN COMBRO, INC. (Lessor) AND THE CITY OF SAN RAF L (Lessee)
Gentlemen:
I have acted as counsel to Lessee with respect to the Lease with Option to Purchase
Agreement described above (the Lease) and various related matters, and in this capacity have
reviewed a duplicate original or certified copy of the Lease and the Exhibits attached
thereto. Based upon the examination of these and such other documents as I deem relevant,
it is my opinion that:
1. Lessee is THE CITY OF SAN RAFAEL POLICE DEPARTMENT.
2. Lessee is authorized and has power under applicable law to enter into the Lease,
and to carry out its obligations thereunder and the transactions contemplated thereby.
3. The Lease has been duly authorized, approved, executed and delivered by and on
behalf of Lessee, and is a valid and binding contract of Lessee enforceable in accordance
with its terms, except to the extent limited by State and Federal laws affecting remedies and
by bankruptcy, reorganization or other laws of general application relating to or affecting
the enforcement of creditors' rights.
4. The authorization, approval and execution of the Lease and all other proceedings
of Lessee relating to the transactions contemplated thereby have been performed in accordance
with all applicable open meeting, public bidding and all other laws, rules and regulations
of the State of California.
S. The execution of the Lease and the appropriation of moneys to pay the Rental
Payments coming due thereunder do not result in the violation of any constitutional,
statutory or other limitation relating to the manner, form or amount of indebtedness which
may be incurred by Lessee.
6. The undersigned is not aware of any litigation, action, suit or proceeding
pending or before any court, administrative agency, arbitrator or government body, that
challenges the authority of Lessee or its officers or its employees to enter into the Lease;
the proper authorization, approval and/or execution of the Lease; Exhibits thereto and other
documents contemplated thereby; the appropriation of moneys to make Rental Payments under the
Lease for the current fiscal year of Lessee; or the ability of Lessee otherwise to perform
its obligations under the Lease and the transactions contemplated thereby.
Very truly yours,
GARY T. RAGGHIANTI,
City Attorney
�vv
DAVID B. WALKER
Assistant City Attorney
DBW/mp
CITY
r^
`:3' j'r+ 77"
MAYOR
ALBERT J KORO
COUNCIL MEMBERS
OF
r
DOROTHY L BREINER
PAUL M COHEN
MICHAEL A SHIPPEY
SAN
IRAFAEL
JOAN C. THAYER
1400 FIFTH AVENUE,
P.0 BOX "51560 AN RAFAEL
CALIFORWA 94915-1560
FAX 41 , 459-2242
EXHIBIT e
CERTIFICATE OF INCUMBENCY
I, the undersigned, hereby certify that I am � the duly qualified City Clerk of THE CITY OF
SAN RAFAEL (Lessee); and, with respect to the Lease with the Option to Purchase Agreement
dated as of March 9, 1993 (the Lease), by and between Lessee and COMBRO, INC. (Lessor),
that I am well acquainted with the person listed below and with the signature; that said person
hold the respective offices or positions set forth opposite the signature below; that the signature
below written is a true and correct signature of said person; and that duly qualified and acting
as the officers or position holders indicated below and duly authorized to execute the same:
P. ROBERT KROLAK
CHIEF OF POLICE
Dated: 3/ �A�
THE CITY OF SAN RAFAEL
(Lessee)
By:A O�
EANNE LEON INC Imo\
City Clerk
EXHIBIT F
NOTICE AND CONSENT
Lessor: COMBRO, INC.
Lessee: THE CITY OF SAN RAFAEL POLICE DEPARTMENT
Re: Lease with Option to Purchase Agreement by and between COMBRO, INC. as Lessor and SAN RAFAEL POLICE DEPARTMENT
as lessee dated as of
Please be advised that effective as of COMBRO, INC. has assigned all its right, title and
interest in the Lease Payments Numbers tnrougn in respect of the Equipment, as such Lease
Payments are shown on Exhibit B to the above references Lease, the Equipment leased thereunder to
All Lease Payments due under the Lease on or after the date hereof should be made to:
Please acknowledge your acceptance of the assignment and your agreement to make the Lease Payments due under the Lease
to by the signature of a duly authorized officer in the space
provided below.
ACKNOWLEDGED AND ACCEPTED:
By:
Title:
Date:
........... .. . . ............
RTIFIM
PRODUCER
...........
(619) 421-3600
Creaser, Price Ins. Agency
P. O. Box 1019
Bonita, CA 91908-1019
INSURED
MINI GRAPHIC SYSTEMS, INC.
5737 PACIFIC CENTER BOULEVARD
SAN DIEGO, CA 92121-4203
.............. .................
,,, � m 0 ii�-` - MW
m
f
E BATE 0ANIOM
w
N X;A ......
AMEA
............. ....
U..:
........... . . ........... . .................... ....
. .. .......... . .. ....... .. ................. .... . /21/1993
. .................................................. ..............
! ....... ........... .. .......... .... ....
THIS CERTIFICATE 15 ISSUED AS A MATTER OF INFORMATION ONLY AND
CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE
DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE
POLICIES BELOW.
............. ......................... I ......... .............. — ........................................... --- ............................
COMPANIES AFFORDING COVERAGE
........................... -- ...................................... . ..... .......... -- ......................... ..........
COMPANY
UETM A FEDERAL INSURANCE COMPANY
OWPANY B FEDERAL INSURANCE COMPANY
....................................................... - ................. ............... - ............................ ......
MANYM C
LEITER
................... 4 ...... .44 .......... .........
C*" D REPUBLIC INDEMNITY COKPANY
LEnrER
..........................E.
COMPAW
Ulm
...........................
.........................
. ......... .........
. .......... ..
..........
---- ------................ . . .............
K:ili-
........... �?". . ...
... ............ ..................................................... .......
aN'.
...... . ........... . ............... ............................
----- ------
- ----------- --------- ..........................
I w . .. ........ : ------ ..... .. ...... .
----------- 0 . . ................. ... ........ ................. ---
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICAlED, NOTWITHSTANDING ANY REQUIREMENT,
TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
..........................
E(CLUSIONS AND CONDITIONS OF SUCH POLICIES.
......... -- ........... . . ........................................
UMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
- ............. ................ . ............ _ ................ ......... .......................................................................
00
LTR
Pom EFF *owv ExmAncm
TYPE OF INSURANCE POLET NUMBER 11.11MI1111111
DAT! PAMOUM DATE(MMMD"
.......... "I'll .......... .............................. ...............................................
GENERAL LLABLffY
— ................................................ ................................................................................. . . ......................
GENEIIAL AGGREGATE 4
2aoo
X COMMERCIAL GENEFIAL LABILITY
......... .........
.............. ...
PROCLOCTS-COMMW AGCL i
......
Odd
........ ........ CLAMS MADE 2: X OCCUR]
....................... I ...... ... ...
........ ...
06/26/92 LO6/26/93--PETCN&&AW.*MIuW +s
OMEMS & CONTRACTORS PROT,
EACH OOCURF04M
........
............... --- .....................
FFM DAMAGE (Any am We) is
so 0..0
..........
"'+..°:.................................... CUUM (Any one pmm):S
1111.11-1.-'�-p
u9+99
------------- --- ......................................................................................................
ALTOMONLE LLALBLITY
-------------- .......
CCMBNED SINGU!
.... ....
B
X = ANY AUTO 73185431
LIMIT
if 000, 000
ALL OWNED AUTOS
............................................................................
;06/26/92 :06/26/93 BODILY ALAI
SCHEDULED AUTOS
O'er pm-)
HIRED AUTOS
...................................... ...................................
BODILY HAIRY
wrwj-nvjNrn Ai rmQ
:
(Per 9-k" 3
D AND PC 942320
EMPLOYERS' UABLrrY
.... .. -- -------- ....................... .........
OTHIER
B PEIYS ICAL 73185431
]DAMAGE
DmRvTION QP A TM N Sf#'"lCLESfSMUU. ITEMS
CERTIFICATE HOLDER IS ADDITIONAL
RESPECTS GENERAL LIABILITY ONLY
:CERTIFICATE HOLDER
.. . ...m .
...................... ... I .. . ..........
CITY OF SAN RAFAEL POLICE DEPT.
ATTENTION: LT GENE PENNINGTON
P. O. BOX 151560
SAN RAFAEL CA 91915
. ........ .................. ...................................................... ....
.ACORD 2r) -S (7
PROPERTY DAMAGE -s
........................................................................................
EACH CCCURRENC9 ii
. . .............. .........
AGGREGATE
. .. ......... ; ..................... ......
jSTATUTORY UM1113
...................................... ................................
96/30/92 06/30/ 93 EACH. ACC'wff' .........'s -----I -f.000
DGEASE - POLICY LIMITR!RpqO 0
............ -.1". ......... ...........
.e--
nm -ASE - EACH Bmtoym
.......... .. . .............. ......... $_ I.L. P!R 9- f- 0 O-0
06/26/92 06/ 26/ 93 $500 DED
COMP & COLL
INSURED PER CG2010 ATTACHED AS
CANCELLATION
. ............................... .............................
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO
MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE
LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR
LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES.
KAUTH RED REPR ATTVE
. .. ..... .....................
........ ............... ...... .... .. ...........
POLICY NUMBER: 35313710
COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS (FORM B)
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART.
SCHEDULE ALL OPERATIONS OF THE NAMED INS=
PERFORMED FOR THE ADDITIONAL TNSrmT7.n
Name of Person or Organization: CITY OF SAN RAFAEL POLICE DEPARTMENT
P. 0. BOX 151560
SAN RAFAEL CA 91915
(If no entry appears above, information required to complete this endorsement will be shown in the Declarations
as applicable to this endorsement.)
WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the
Schedule, but only with respect to liability arising out of "your work" for that insured by or for you.
CG 2010 1185 Copyright, Insurance Services Office, Inc., 1984 11