HomeMy WebLinkAboutCC Resolution 14489 (CopyPrint Lease and Services Agmt)RESOLUTION NO. 14489
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING THE
CITY MANAGER TO EXECUTE A COPY/PRINT HARDWARE LEASE AND SERVICES
AGREEMENT WITH THE RAY MORGAN COMPANY FOR A 39-MONTH TERM
WHEREAS, the San Rafael Police Department generates a large volume of printed and
scanned documents in the normal course of business; and
WHEREAS, the Police Department’s current copier contract is due to expire in April
2018; and
WHEREAS, the Police Department’s current annual cost for copier leasing and services
is approximately $48,000, which includes a set annual lease with maintenance, and additional
costs of approximately $17,000 a year for excess copies; and
WHEREAS, Police Department staff obtained three informal bids based upon a State
cooperative purchasing agreement, which is exempt from bidding under San Rafael Municipal
Code section 2.55.260, and the Ray Morgan Company was willing to offer an equivalent
“State & Local Government Value Rental Lease Agreement” at a bid slightly lower than the
cooperative purchasing agreement price; and
WHEREAS, over the course of the proposed 39-month agreement, the approximate cost
of the agreement will be $100,750, and it is estimated that the Police Department will spend
approximately 35% less than it is currently paying, for the same services, with new equipment;
NOW, THEREFORE BE IT RESOLVED, that the City Council hereby authorizes the City
Manager to execute a 39-month State & Local Government Value Rental Lease Agreement with
the Ray Morgan Company, in the form attached hereto as Exhibit A, subject to final approval as
to form by the City Attorney.
I, Lindsay Lara, 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 of said City
held on the 2nd day of April 2018, by the following vote, to wit:
AYES: COUNCILMEMBERS: Bushey, Colin, Gamblin, McCullough & Mayor Phillips
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
___________________________
LINDSAY LARA, City Clerk
Ray Morgan Company
3131 Esplanade, Chico , CA 95973 PH: (530) 343-6065 FAX : (530) 343 -9470
MAINTENANCE AGREEMENT Date :
Contract #
Purchase Order# RMC Account Rep: Kerri Schultze
(Include hard copy If PO is required)
BILL TO: SHIP TO: 0
Company Name: I San Rafael Police Department Company Name: I San Rafael Police Department
Department: 1 Department: I
Address: PO Box 151560 Address: 1400 Fifth Avenue
City: San Rafael 1 County: 10 City: San Rafael County:
State: CA 1 Zip: 1 94901 State: CA Zip: 94901
Phone#: (415) 485-3000 Phone#: (415) 485-3088 Fax: 0
Contact: Contact: Charles Taylor
Email Address: I Email Address: 1394@srpd.org
Meter Contact Informatlon:(for those not pulling electronically)
AGREEMENT START DATE:
This maintenance plan is effeclive for 60 months from Ihe agreemenl start dale
(install date if applicable). Base charges are payable in advance with overages
billed in arrears
Contact Name:
Phone Number:
Email Address:
Primary Service Tech:
Charles Taylor
(415) 485-3088
394@srpd .org
COVERAGE TYPE: (Netw ork support and related technical serv ices are NO T covered by th is agreement Such services are offered with optional TSA agreement.)
o STANDARD (GF) (Includes all parts & labor; Excludes ALL consumables.) o Excludes Drum (GP)
o BUNDLED (AI) (Includes all parts, labor and consumable toner. Consumables such as, but not limited to staples, ink stamps, paper or specialty
media are excluded) o Wide Format "Plus" (AlP) (Includes all parts, labor & supplies, including 20 Ib standard bond paper)
o NON-STANDARD (TO) (Includes consumable toner cartridges only. Excludes all parts, labor, and consumables such as, but not limited to staples,
ink stamps, paper or specialty media)
COVERED EQUIPMENT
ESTI MATEO ANNUAL MANUFACTURER'S MINIMUM VOLUME COVE RED eCUIPMENT VOLU ME PU BLISHED YIELD CHARGE PER MONTH PE R CONTAINER
See Scheule A
QUANTITY OF TONER INCLUDED IN AGREEMENT: Minimum Total Per MONTH
In the case of supply InclUSive agreements, RMC w ill supp ly to the Customer toner free of charge according to the
Manufacturer's Published Yield per Container. At RM C's d scretion RMC
may perform a Toner Usage Reconciliation audIt from time to time. If Customer's toner usage exceeds the
manufacturer's published yields, RMC will blii the Customer for excess toner usage at Its lowest
published price
RENEWAL: YES 0 NO o
BILLING CYCLE -Bases BILLING CYCLE -Meters
Annual o Annual
(Plus Applicable Taxes)
o
o
o
Monthly
Quarterly
o
o Semi-Annual
o
o
Monthly
Quarterly o Semi-Annual
No base billing
MINIMUM CHARGE PER OVERAGEIPER COPY MONTH CHARGE
$ 939.65
$939.65
SPECIAL INSTRUCTIONS
For managed print agreements (Printers), you agree that ~ you retire , replace and/or add new equipment. you grant the Ray Morgan Company the ability to reflect these additions or
deletions of said equipment and your payment under th is agreement may adjust accordingly.
For agreements without a base b mng . the above stated pricing is based upon the guaranteed number of images listed under "Estimated annual volume". All images will be billed per the
billing in arrears for actual usage
Customer agrees to purchase and RAY MORGAN COMPANY agrees to provide mainlenance service for the equipment listed above, in accordance wilh the terms and conditions of this
agreement. No terms or cond itions . expressed or implied , are authorized unless they appear on the original of this agreement and are signed by the customer and an officer of RAY
MORGAN COMPANY The additional terms and condilions of this agreement listed on the reverse side are incorporated in and made part of this agreement. No change alteration or
amendment of these lerms and cond itions are authorized or effective unless agreed upon in writing by an ofrcer of RAY MORGAN COMPANY. No course or dealing or other conduct or
custom she I conslltut t to t te s hereof nor alter or vary the terms of Ihis agreement.
x Ci ty Manager
TITLE DATE
RMC APPROVAL TITLE DATE
v B.O 02126/2016 Page 1 of 2
RMC MAINTENANCE AGREEMENT -TERMS & CONDITIONS
During the term of this agreement , and for each unit of equipment tisted on the front of this document or any subsequent amendment or Schedule, the Ray Morgan Company (RMC) will
provide, without add itional charge, emergency repair service, preventative service, replacement parts (except under the conditions noted in this agreement) and in case of supply
inclusive agreements (see front page for this agreement's specific coverage) all supplies (except, as applicable, paper, staples, and clear toner) under the usage limitation conditions
listed in the front page of th is document The initial tenm of this agreement shall be for a period of 60 months and shall be automatically renewed for additional 12 month periods unless
written notice is received by either party at least 90 days prior to the expiration of the initial term of the Agreement or any renewal thereof. This agreement shall NDT be assignable by
customer without RMC's prior written consent RMC shall have the right to cancel this agreement if any item is sold to a third party without such consent.
2 Ma intenance charges provided herein are based upon the current costs of parts and labor and are subject to periodic increases and the effect of inflation. After the first year anniversary
date of this agreement and any subsequent twelve month period , the minimum annual or monthly ma'ntenance charges and charges for any overage copies/prints w'lI increase a
minimum of 5% over the charges of the previous year In addition, the minimum bi lting charge, on any s"ngle billing period shall be $35 .00. In addition, RMC may assess an additional
fuel and/or freight surcharge to offset higher than normal service costs as a result of adverse econom ic conditions
3 It is understood that should customer wish to add additional, recently acquired but not "new", pr nters (HP, Kyocera and the like) to this agreement that RMC reserves the right to inspect
and approve the addition of each Such approval is conlingent on age and overall condition of the printers in quest ion RMC might , after Inspection, require that certain reconditioning or
reoaks be made before the eauioment in Question is covered under this maintenance aareement
4 All routine preventative maintenance and emergency service necessary to keep the equ pment in efficient operating order will be perfonmed by RMC staff dur ng its regu lar business
hours (6:00 AM to 5:00 PM Monday through Friday except holidays) at no cost to Customer provided that such services shall not include the fo ll owing:
a ) repairs result ng from causes other than nonmal use; Custome~s willful act. use of any paper stock that does not meet machine speCifications , negligence or misuse including.
without limitation . damage to any part or mechan sms and/or use or supplies or spare parts not manufactured and/or use or supplies or spare parts not manufaclured by the
o r gina l equipment manufacturer and which cause abnonmal y high service calls or service problems; accident , transportar on , fai lure of electrical power, air conditioning or
hum idity control related problems, acts of nature (fire. flood etc), theft or
b) repa irs made necessary by service perfonmed by personnel other than an RMC represenlative. or
c) work wh 'ch the customer requests to be perfonmed outside regular business hours , or
d) recondlt oning or moMicatlon to the equipment except those specified by RMC's Technical Service Department to assure greater performance of the equipment
A ll of the foregoing shall be Invoiced in accordance with RMC's established per call rates and part charges then in effect.
Additionally, RMC shall have the right , when reasonably in need for reasons of significant equipment failure, to substitute equivalent Equipment (age, model accessories and meier) at
any time during the tenm thereof Any removed parts replaced by RMC shall become the property of RMC. RMC shall have full and free access to the Equipment in order to provide
service thereon and customer shall from time to time advise RMC of the names of its employees who shall act as "key operators," with responsibility for performing basic operator
maintenance as described by RMC personnel
5 Certain "housekeeping' duties as outlined in the Owners Instruction Manual provided with the equipment (such as cleaning the glass, clearing misfeeds, ~ possible, etc) are the
custome~s responsibitity. If a representative of RMC is called to do servicing of th s nature the customer will be charged at the established rates for this service. Customer responsible
for providing manufacturer recommended, adequate power supply
6 Meter reading(s) must be provided by customer in accordance to the frequency stated on the reverse s"de of this Agreement. Customer agrees to provide correct meter readings 10
insure accurate and timely billing to Ihe customer by RMC. If correct meter read ngs are not provided timely, RMC will calculate an estimated meter reading(s) and bill the Customer in
accordance to the frequency contracted for. RMC may assess an additional surcharge to offset administrative costs should calls need to be made to Customer in order to secure meter
readings In addition , RMC may automatically collect from the Equipment via electron'c transmission to a secure off-site location, certain data to be used for servicing the equipment,
bill ng meters , supply replenishment or product improvement purposes Automatic transm itted data may include, but is not limited to, product registration, meter reads, supply level.
equipment sett ngs, and problem/fault code data All such data shall be transm 'tted in a secure manner spec~ied by RMC.
Additional service such as cosmetic, mod~ication, or relocation, etc. requested and authorized by Customer and rendered by RMC will be charged at established rates for such service
8 If custome~s service and/or supply account becomes past due, RMC may (a) refuse servoce or delivery of supplies until account is made current or (b) provide service on a C.O.D. per
call basis at the then current rate for time and materials. Additionally, Customer agrees to pay to RMC its cost and expense of collection including reasonable attorney's fees and all
charges earned for service provided before the Customer went on a per call C D D . basis for non-payment per Ihe terms of the agreement.
9 Liquidated damages' In the event that the customer defaults or chooses to cancel this Agreement before ItS originallerm or any exlension thareof, Customer promises to pay to tha Ray
Morgan Company the following amounts as reasonable liquidaled damages (and nol as a penalty) for breach thereof:
a) Contracts with 24 or more months remaining twelve times the monthly base (or as the case may be quarterly base divided by 3) plus six months average overages, if any.
Dverage average shall be determined as the average sum of overage billing the customer has been invoiced for during the current tenm or 6 months whichever is longer.
b) Contracts with 13 to 23 months remaining. nine times the monthly base plus six months average overages, ~ any. Dverages average shalt be detenm lned as the average sum
of overage billing the customer has been invoiced for Ihe previous 6 months
c) Contracts with 12 or less months remaining or any subsequenl 12 monlh renewal' six limes the monthly base plus six months average overages, ~ any. Overages average
shall be detenmined as the average sum of overage billing the customer has been invoiced for during the previous 6 months.
10 Cancel lation for Non·Perfonmance . Customer may cancel the agreement for non-performance as follows: Customer must forward 10 RMC via registered mail, to Ihe address lisled on
the front of this document. the spec ific problems with the system or olher area(s) of non-performance and dissatisfaction. RMC shall have 30 days to correct the problem . If RMC has
not corrected the problem within 30 days, Customer may notify RMC of Iheir intenl to cancel in 30 days, after wh ich time the Customer is no longer bound by the Liquidated Darnages
portion of this agreement. Canceltation of the maintenance agreement for non-perfonmance does not provide re li ef 10 the Customer from being obi gated to make alt remaining lease
payments (if any) to the leasing company providing financing services for the equipment in question. This agreement may be cance lled by RMC for any reason.
11 Retained Title T itle to alt supplies furnished hereunder, including consumable parts such as drums, remains with the Ray Morgan Company until saId suppli es are consumed to the
extent they may not be further utilized in the copy/printing process In the event this agreement is cancelled by either party, Customer agrees to return to the Ray Morgan Company alt
unused suppl es provided under this agreement including toner and photoconductor.
12 RMC 's obl lga r on and warranties under this Agreement are in lieu of (a) all other warranties, expressed or imp lied , inc uding implied warranties of merchantability and fitness for a
particular purpose and (b) alt other obligation or liabilities for damages including but not limited to personal injUry or property damage, loss of profit or other consequential damages
arising out of or in connection with this agreement of the maintenance service performed hereunder. Nor shall RMC be responsible for delays or inabilities to serv'ce caused directly or
indirectly by strokes , acc'dents, climatic conditions or any other reason of similar nature beyond its control. This agreement shall be governed and construed according to the laws of the
State of California .
13 Paymenl tenms are upon receipt of invoice (URI) unless otherwise specifi ed. Late charges wilt be assessed on Ihe outstanding balance if payments are not received within 15 days of
invoice date The minimum late charge is $9 50 Late charges wilt not exceed the maximum permitted by law. Customer agrees to pay to RMC a charge of $25 for any returned checks
per occurrence if any of selle~s checks are relurned to RMC unpaid . Upon default of any payment or any olher aspect of this Agreement , RMC may at its option , dec are the entire
outstanding balance due and payable, including the Liquidated Damages stated in Section 9 of this Agreemenl
14 In the event of any Iitigalion arising out of this Agreement , the prevailing party shall be entitled to recover reasonable attorney's fees and costs from the other.
This agreement constitutes the entire agreement between the parties w'th respect to the furnishing of maintenance service superseding all previous proposals oral or written . No representation or
statement not contained herein shall be binding upon RMC as a warranty or otherwise, nor shall this Agreement be mod~ied or amended unless signed by RMC's General Manager
Page 2 of2
o
~ Ray Morgan Company
PAGE 1 OF ___ _ Agreement Number
Dated:~ Signature: 0: a 1rk
Customer: Signa~-"'\
Title: c.:.Po E' T . Print Name: 12l\ ... , I,') 5,A I'1.N £' f Customer:SAtJ ILA-F-~L l'~
Dated: Jf/:i.J/ i¥ TItle: V'; / &ft1 Print Name: ,l-S>tl,1'l1' IV\. ~,. n'
~ Ray Morgan Company
PAGE 1 OF ___ _ Agreement Number
Dated: L1~ customer:SAvJ n..L\~R e f) Slgnature:(2: oJJb TItle: CAPT. Print Name: DAVI D Sit:lfloJf...J
Dated: j.. fA} -Ii? Customer: (Z.fIA C Signature: ~_ TItle: Ii f { 67Vj Print Name: ~M L..--Pn-ln
Ray Morgan Company
State & Local GOl'el'llment
Value Rental Lease Agreement L-___ A_P_P_L_IC_A_T_IO_N __ N_O ____ ~I IL ____ A_G __ R_E_EM __ E_NT __ N_O ____ ~
3131 Esplanade· Chico, CA 95973 • Phone: 530.343.6065· Fax: 530.343.9470
The words User, Lessee, you and your refer to Customer. The words Owner, Lessor, we, us and our refer to Ray A. Morgan Company.
CUSTOMER INFORMA TlON
FULL LEGAL NAME
City of San Rafael-City of San Rafael Police Department
CITY
San Rafael
STATE
CA
BILLING NAME (IF DIFFERENT FROM ABOVE)
CITY
San Rafael
STATE
CA
EQUIPMENT LOCATION (IF DIFFERENT FROM ABOVE)
EQUIPMENT DESCRIPTION
ZIP
94901
ZIP
STREET ADDRESS
1400 Fifth Avenue
PHONE
(415) 465-3000
BILLING STREET ADDRESS
PO Box 151560
E·MAIL
FAX
MAKEIMODEUACCESSORIES SERIAL NO STARTING METER
Schedule A
o See the attached Schedule A o See the attached Billing Schedule
TERM AND PAYMENT SCHEDULE
39 Payments" of $ $2,583.34 The rent canlract payment ('Payment") period is monthly unless otherwise indicated 'pfus applicabfe faxes
Payment includes Schedule A B&W Images per month Overages billed at $ Schedule A per B&W image"
Payment includes Schedule A Color Images per month Overages billed at $ Schedule A per Color image"
Payment includes 0 Scans per month Overages billed at $ 0 per scan"
Please check one Meter Readings verified: 0 Monthly o Quarterly ~ Other: Annual (If nothing is selected, then Quarterly will be your Meter Reading option.)
C·nW 1¥tAH#4ii"@
Ray A. Morgan Company
OWNER SIGNATURE TITLE DATED
CUSTOMER ACCEPTANCE
By signing below . you certify that you have reviewed and do agree to all terms and conditions of this Agreement on this page and on page 2 attached hereto
San Rafael Police Department
CUSTOMER (as referenced above)
94-6000424
FEDERAL TAX 1.0, # PRINT NAME
ACCEPTANCE OF DELIVERY
You certify that all the Equipment listed above has been furnished , that del ivery and installation has been fully completed and is satisfactory . Upon you signing below , your promises herein will be irrevocable and
unconditional In all respects You understand that we have purchased the Equ ipment from the suppl ier , and you may contact the suppl er for a full description of any warranty nghts under the supply ccntract. wh ich
we hereby assign to yOU for the term of this Agreement (or until you defFa;;;u'~t);..' ______________________ ,
Ix San Rafael Police Department
CUSTOMER (as referenced abcve) SIGNATURE TITLE DATE OF DELIVERY
TERMS AND CONDITIONS (THIS AGREEMENT CONTAINS PROVISIONS SET FORTH BELOW, ALL OF WHICH ARE MADE A PART OF THIS AGREEMENT.)
1. AGREEMENT: You agree 10 renl from us for essenlia govemmenla l purposes aniy. the persona l property described under 'EQUIPMENT DESCRIPTION' on the attached Schedu le and as mod ifi ed by supp ements to th iS Agreement from
time to time signed by yoU and us (such property and any upgrades , replacements, parts, accessions, repaiIO and additions al referred herein as 'EqU ipment") andlor to finance certair,.rcensed software and serv ces ('F inanced Items', wh ich
are included in the wortl 'Equipment" unless separalely slaled) You agree 10 all of Ihe terms and cond itions conlained in this Agreemenl and any supp emen~ which (with Ihe acceplance certifi cal ion) togelher represenllhe enl re agreement
regartl ing lhe Equipment ('Agreement') and wh ich supeIOedes any purchase artier, nvo ice, Jl!quest for proposal, response, proposal or other documenl You aulhorize us 10 correct or insert miss ing EqUipmenlldentif caron Information and 10
make corrections 10 your proper lega l name and address , as I may be needed, Th 's Agreemenl becomes valid upon execullon by us and beg ns on the delivery dale and acceplance of the Equipmenl In artier to prov de for an orderly
transaction and a uniform bill ing cycle, and unless otheJ\\1se spec"fled Ihe "Effecuve Dale' of Ihis Agreemenl will be the 20th day of the month fo l ow ing the nstallation (for example, if the Equipmenl is Insla'ed on June 5th Ihe Effective Date
wi I be June 20Ih). You agJl!e to pay a prorated renlal amounl for the period between the installalion and the Effeclive Dale ('frans luon Bil ling') based on Ihe minimum usage paymenl proraled on a (30) th irty day ca lendar month wh'ch wi l be
added 10 yourfirsl monlh invoice, In addition, should thiS Agreemenl replace a prevIous Ray A, Morgan Company generaled equipmenllease, a CLOSING B LL on Ihe agreemenlbe'ng replaced, up 10 the nsta lallon dale of the newequipmenl ,
will be senl approximalely (10) days after delivery of the new equ ipment You agree to pay th's CLOSING BILL charges as they represenl valid charges for product and services prov ded under Ihe poor agreemenl up 10 Ihe installation dale of
the new equ ipment Un less olherw ise slaled in an addendum heJl!lo, Ih is Agreemenl wi I renew for roonlh·lermonlh bas is un less you send us wr illen notice al easl 30 days before the end of the scheduled term thai you wanllo relum Ihe
Equipment If any provision oflhis Agreement is declared unenforceable, the olher provisions herein sha l remain in full force and effect 10 the fullest extent permitted by law.
2, REPRESENTATIONS AND WARRANTIES: CUSTOMER: You hereby represent and warrant Iha l: (a) you have been du y authorized under the Constiluuon and laws of the app lcab'e Jurisd iction and by a reso utlon of your govern ing body
10 execule and deliver this AgJl!ement and to carry out your obligations hereunder; (b) all legal requ iremenls have been mel, and procedures have been fa owed . Includ 'ng public bidding, in order to e nSUJl! the enforceab ility of Ih is AgJl!emenl ,
(c) this Agreement is in compliance with all laws applicable to yOU, including any debl 'im tauons or I mna ti ons on inleJl!st rates or finance charges, (d) Ihe Equlpmenl wJI be used on y for your essential governmental or proprielary functions
consistent with the scope of your aulhority, will not be used in a lrade or business of any person 0" enuty. by the federal govemmenl or for any peIOona , fam ily or household use , and your need for Ihe Equipmenl s nol expected 10 diminish
during Ihelerm of this Agreemenl: (e) you have funds available 10 pay Payments unli the end of your currenl approp ri alion period, and you inlend 10 requesl funds 10 make Payments 'n each approprial on penod from now unlil the end of the
lerm of this Agreement; and (q your exact legal name is as sel forth on page one of Ih s AgJl!ement
3. RENT, TAXES AND FEES: Subjecllo paragraph 4, you will pay the month ly Payment (as adjusled) when due, plus any app li cab le sales , use and property taxes The base Payment Wi ll be adjusled proport onalely upward or downwarlf
(1) by up 10 HI"" 10 accommodale changes in Ihe aclual Equipmenl cost; (2) if the shipping charges or taxes d ffer from the esumate given 10 you, and (3) 10 comp y With the tax laws of the slate in which the Equipment is located . If we pay any
laxes , insurance or other expenses tha i you owe hereunder, you agree to re imburse us whe n we requesl and to pay us a processing fee for each expense or cha rge we pay on your beha 'f. We may charge you for any fil ing fees Jl!quired by
Ihe Un iform Commercia l Code (UCC) or other laws. which fees vary slale·terslale By Ihe dale the filOt Paymenl is due, you agree 10 pay us an origlnalion ree as shown on our Invo ce or addendum , to cover us for all closing costs. We Wi ll
have the right 10 apply all sums, Jl!ceived from you, 10 any amounts due and owed to us under the lerms of th is Agreement If for any reason your check is relumed for nonpayment , you will pay us a bad check charge of 520 or, if less, the
maximum charge allowed by law. We may make a profit on any fees, eslimaled lax payments and olher charges pad under Ihis Agreement (Continued on Page 2)
30361 (SLG) Page 1 of 2 Rev. 0510912017
4. NON-APPROPRIATION OR RENEWAL: If eilher sufficienl funds are nol approprialed 10 make Payments or any olher amounts due under Ih ,s Agreemenl or (10 Ihe exle nl reqUired by appli cab e law) Ihl s Agreemenl is nol renewed .lh ls
Agreemenl shalilerminale and you shall nol be obligaled 10 make Payments under Ihis Agreemenl beyond the then-currenl fiscal year for which funds have bee n appropr ialed Upon su ch an eve nl you sha". no aler than Ihe end of Ihe fisca l
year for wh ich Paymenls have been approprialed, deliver possess ion of Ihe Equipmenllo us . If you fa il 10 deliver possession of the Equ pmenllo us, the lerrmnalion sha l neverthe less be efte chve bul you shall be respons ible , 10 Ihe exlen l
permilled by law and legally available funds, for Ihe paymenl of damages in an amounl equal 10 Ihe portion of Payments thereafler coming due Ihal s allributab e 10 the number of days after Ihe lermlnation during which you fa 110 de~,ver
possession and for any olher loss suffered by us as a result of your failure 10 deliver possession as required . You shall notify us in wrillng WIthin seven days afler yourfailure 10 approp riale funds suffi cienl for Ihe paymenl olthe Paymenls or
(10 Ihe exlenl required by applicable law) Ihis Agreemenl is nol renewed, bul failure 10 provide such notice shall nol operalelo exlend Ihe Agreemenllerm or resu I in any liabiiily 10 you
5. MAINTENANCE AND LOCATION OF EQUIPMENT; SECURITY INTEREST: AI your expense, you agree 10 keep Ihe Equipment. in good repa r, cond ill on and work ing oroer , in comp li ance wilh app li cab le manufac1urers' and regu alory
standards; free and clear of all liens and claims; and only al your address shown on page 1, and you agree nollo move il unless we agree As long as you have given us Ihe wrillen noti ce as requ ired in paragraph 1 prior 10 Ihe expirallon or
lermination of Ihis Agreement's lerm, you will relum all bul nolless than all of Ihe Equipmenl and all relaled manua ls and use and ma inlenance records 10 a lecallon we spe ci fy, al you r expense , in reta 'l re-sa leable condition, fu I wor1<ing order
and compo.le repair. You are-solely responsible for removing any dala Ihal may reside in the Equipmenl you relurn (and all expenses associalad with Its remova), inD,ud lng bul nol li mlled 10 hard dnves d sk drives or any other form of memory
We own the Equipmenl, exc ud'ng any F'nanced lIems. We do nol own the Financed Items and cannollransfer any nleresl in ilia you If Ihis Agreemenl is deemed 10 be a secured transaction , 10 Ihe extenl permilled by law, you granl us a
security inleresl in Ihe EqUipmenllo secure al. amounls you owe us under any agreemenl with us, and you authonze us 10 file a UCC financing stalement.
6. COLLATERAL PROTECTION; INSURANCE; INDEMNITY; LOSS OR DAMAGE: You agree (a) 10 keep Ihe Equ ipmenl fullY insured Ihrough a carrier acceplable 10 us againslloss in an amounl nolless Ihan Ihe original cosl of Ihe
Equipmenl, wilh us named as lender's loss payee; (b) 10 maintain comprehensive public liability insurance acceptab e 10 us and 10 nclude us as additional insured on Ihe poliCy; (c) 10 provide proof of insurance salisfaclory 10 us no laler Ihan
thirty (30) days following the start of Ihis Agreemenl and thereafter upon our wrillen requesl and 10 provide us wilh 10 days advance wnllen notice of any modification or cancellation of your nsurance po li cy(s); (d) ~ you fail 10 oblain and
maintain property loss insurance sallsfaclory 10 us andlor you fail 10 provide proof of such insurance 10 us w Ihin Ihlrty (30) days oflhe slart of this Agreemenl, we have Ihe oplion, bul nollhe obligalon, 10 do as provided in either (A) or (B) as
follows, of Ihe following paragraphs as delerm ned in our discrelion : (A) We may secure property loss Insurance on the Equ ipmenl from a carrier of our choosing in such forms and amounts as we deem reasonable 10 prolec1 our inleresls. If
we place insurance on Ihe Equlpmenl , we wi ll nol name you as an insured and your inlerests may nol be fully prolecled . If we secure nsurance on Ihe Equipmenl, you will pay us an amounl for the prem'um which may be higher Ihan lhe
premium Ihal you wou ld pay if you placed Ihe insurance independenUy and an insurance fee which may result in a profillo us Ihrough an inveslmenl in reinsurance; or (B) We may challle you a monthly property damage surcharge of up 10
.0035 of the Equipmenl cosl as a resu'l of our cred it risk and admin islrative and other costs, as wou ld be further descnbed on a leller fiom us 10 you. We may make a profil on Ihis program NOTH ING IN THIS PARAGRAPH WILL RELIEVE
YOU OF RESPONSIBILITY FOR LIABILITY INSURANCE ON THE EQUIPMENT. We are nol respons ble for, and you agree 10 hold us harmless and reimburse us for and 10 defend on our behalf againsl , any claim for any loss, expense
liability or injury caused by or In any way relaled 10 delivery, installalion, possession, ownership, use, condlhon, inspection, removal. relum or slorage of the Equipment. You are responsible for the risk of loss or for any deslruc1ion of or damage
10 the Equipment. You agree 10 prompUy nohly us in writing of any loss or damage . If the Equipmen lrs des~oyed and we have nol otherw'se agreed in writing, you will pay 10 us the unpaid balance of th is Agreemenl, including any fulure renl
10 the end oflhe lerm plus Ihe ani c'paled residual value oflhe Equ ipmenl (bolh discounled a12%) Any proceeds of Insu rance wi ll be paid 10 us and cred iled , al our option, aga insl any loss or damage . You autho riz e us 10 sign on your behalf
and appo inl us as your allomey·i rrfacllo endorse in your name any insurance drafts or checks issued due 10 loss or damage 10 the Equipment.
7. ASSIGNMENT : YOU HAVE NO RIGHT TO SELL, TRANSFER, ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT, without our prior written consent. Wilhoul our p"or wlillen consenl you shall nol reorganize or
merge wilh any other enlily or Iransfer al or a subslanlial part of your ownership inlerests or assets. We may se ll assign , or Iransfer Ihis Agreemenl wilhoul nolice 10 or consenl from you, and you wa ve any righl you may have 10 such nolice
or consent. You agree Ihal ~we se ll, assign or lransfer this Agreemenl, our assignee will have Ihe same righls and benefits Ihal we have now and will nol have 10 perform any of our obligalions You agree thallhe new owner will nol be subjecl
10 any claims, defenses, or oftsets thai you may have againsl us . You shall cooperale with us in execullng any documentanon reasonably required by us or our assignee 10 effectuale any such assignmenl This Agreemenl shall be binding on and
inure 10 the benefil of Ihe part es herelo and their respecl ve successors and assigns
8. DEFAULT AND REMEDIES: You will be in default if: (a) you do nol pay any Paymenl or other sum due 10 us or any other person when due or if you fait 10 perform in accordance with the covenants lerms and conditions of this Agreemenl
(b) you make or have made any fa lse stalemenl or misrepresentalion 10 us, (c) you file bankruplcy, or (d) there has been a malena l adverse change in your financial, business or operaling condition If any part of a Paymenl is more than 5
days lale, you agree 10 pay a lale charge of 10% of the Paymenl which is lale, or if less, the maximum charge allowed by law. If you are ever in defaull, al our oplion, we can lerminale Ihis Agreemenl and require Ihal you pay the unpaid
balance of this Agreemenl, inc lud ng any fulure Payments 10 Ihe end of the lerm plus the anticipaled residua l value of the Equ ipmenl (both discounled aI2%). We may recover default inleresl on any unpaid amounl al the rale of 12% per year
Concurrently and cumu lative ly, we may also use any or all of Ihe re medies avai lab le 10 us under Artldes 2A and 9 of Ihe UCC and any other law incl uding requiring thaI you : (1) relum the Equ pmenllo us 10 a location we specify; and (2 )
mmed ale ly slop using any Financed Items In add ilion , we w II have Ihe nghl, immedialely and withoul nollce or other acti on, 10 sel-off aga lnsl any of your liabilities 10 us any money, including depository accoonl balances, owed by us 10 yo u
whelher or nol due In Ihe evenl of any enforcemenl of our r~hls under Ihis Agreemenl or any re laled agreemenl, you agree 10 pay our reasonable allomeys fees (induding any incurred before or al ~Ial, on appeal or in any olher proceed ing),
ac1ua l court cosls and any olher collec1ion costs , includ ng any co"eclion agency fee. If we have 10 take possessio n of Ihe Equipmenl you agree 10 pay the costs of repossess ion, moving, slorage , repair and sale . The nel proceeds of Ihe sa'e
of any Equ ipmenl will be credited agalnsl whal you owe us under this Agreemenl YOU AGREE THAT WE WIL L NOT BE RESPONS IBLE TO PAY YOU ANY CONSEQUENTIAL , INDIRECT OR INCIDENTAL DAMAGES FOR ANY DEFAULT ,
ACT OR OMISSION BY ANYONE . Any delay or failure 10 enforte our rights under this Agreemenl w II nol prevenl us from enforcing any nghts al a laler time. You agree Ihalthis Agreemenl is a 'Finance Lease' as defined by Article 2A of Ihe
UCC and your rights and remed ies are govemed exclus ,ve 'y by this Agreement. You wa ive all righls under sections 2A-508 through 522 of Ihe UCC . If in leresl is charged or collected in excess of the maximum lawful rale, we will nol be subJec1
10 any pena :ties In Ihe evenllhallegal proceed ings re abng 10 Ih is Agreemenl (other Ihan our enforcemenl of Ih ls Agreemenl after a defaull by you ) are commenced in any court or before any othe r tr,bunal of compelenl jurisd iction, Ihelega l
fees and olher reasonab:e cosls and expenses of the preva : ng party shall be pa id by Ihe nonilreva Ing party on demand of the preva I.ng party
9 INSPECTIONS AND REPORTS: We will have Ihe righi , al any reasonab le lime, 10 inspeclthe Eq ul pme nl and an y docu menls re all ng 10 its use, mainlenance and repair . You agree 10 provide updaled annua and lo r quarterly financra l
stalemenls 10 us upon request.
10 FAXED OR SCANNED DOCUMENTS, MISC.: You agree 10 submillhe original du ly-signed documenls 10 us v a overn ighl cou ner Ihe same day of the facsimile or scanned ~ansmi ssion of Ihe documents. The anginal of Ihis Agreemenl
sha'i be thai copy which bears your facsimile or origina l s gnalure, and which bears our original slgnalure You walVe the righl to cha lenge in court Ihe aulhenticily or binding effect of any faxed or scanned copy or signalure thereon . You agree
10 execule any further documenls Ihal we may requesllo carry oulthe inlenls and purposes of Ih is Agreemenl . JIJ oollces shall be ma il ed or delivered by facsimile transmission or ovemighl courier 10 the respecwe parties althe addresses shown
on thiS Agreemenl or such other address as a party may provide In writing ~om ume 10 time.
11 WARRANTY DISCLAIMERS: YOU AGREE THAT YOU HAVE SELECTED THE SUPPLIER AND EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND YOU DISCLAIM ANY RELIANCE UPON ANY
STATEMENTS OR REPRESENTATIONS MADE BY US. WE DO NOTTAKE RESPONSIBILITY FOR THE INSTALLATION OR PERFORMANCE OF THE EQUIPMENT . THE SUPPLIER IS NOT AN AGENT OF OURS AND WE ARE NOT
AN AGENT OF THE SUPPLIER, AND NOTHING THE SUPPLIER STATES OR DOES CAN AFFECT YOUR OBLIGATION UNDER THIS AGREEMENT. YOU WILL CONTINUE TO MAKE ALL PAYMENTS UNDER THIS AGREEMENT
REGARDLESS OF ANY CLAIM OR COMPL.AJNT AGAINST ANY SUPPLIER, LICENSOR OR MANUFACTURER, AND ANY FAILURE OF A SERVICE PROVIDER TO PROVIDE SERVICES WILL NOT EXCUSE YOUR OBLIGATIONS
TO US UNDER THIS AGREEMENT. WE MAKE NO WARRANTIES, EXPRESS OR JMPLlED, OF, AND TAKE ABSOLUTELY NO RESPONSIBILITY FOR, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONDITION,
QUALITY, ADEQUACY, TITLE, DATA ACCURACY, SYSTEM INTEGRATION, FUNCTION, DEFECTS, OR ANY OTHER ISSUE IN REGARD TO THE EQUIPMENT, ANY ASSOCIATED SOFTWARE AND ANY FINANCED ITEMS .
12 LAW, JURY WAIVER: Aoreements promises and commijm.nls made by us concerning loans and olher crndhxtenslons must be In writing express conslde!j!lion and be signed by us 10 be enfon:eab\e. Th's Agreemenl may be
modifi ed on:y by wrille n agreemenl and nol by course of performance . This Agreemenl will be govemed by and c.ons~ed in accordance with the law of the slale In which you arelocaled . You consenl 10 junsdiction and venue of any slale or
federa court in such stale For any action anslng oul of or relaling 10 this Agreemenl or Ihe Equ pmenl, YOU AND WE WAIVE ALL RIGHTS TO A TRIAL BY JURY.
13 . MAINTENANCE AND SUPPLIES: The charges established by this Agreement Include paymenl for the use of the designated Equipmenl, accessories, mainlBnance by supplier during nomnal business hours, inspection, adjustmenl, parts
replacemenl, drums and cleaning malBrial required for lhe proper operation, as well as black loner, color loner and developer as defined by the Manufac\ure~s Pub 'ished Y'eld per Conla ner. Add :tionalloner will be billed separalely. Paper ,
med ia, staples and clear toner, if any is required by your particular equipmenl model, musl be separalely purchased by Ihe cuslomer. If necessary, the service and supply portJon of this Agreemenl may be assigned by us. We may challle you
a supply freighl fee 10 cover our cosls of shipping supplies 10 you . Cuslomer has been informed thai a surge prolBc1or is recommended 10 prolec1their electronic investmenl fiom harmful high voltage power dislurbances. Said SUllie protectors
should have network prolection when connected in a networ1< environment. Units thai provide networ1< prolection are available through Ray A. Morgan Company Customer responsible for providing manufac1urer reco mmended adequale
power supply. Check one of Ihe following: 0 purchased 0 Has existing 0 Declined and will be responsibo. for damage caused by nol having a surge prolBctor.
14. OVERAGES AND COST ADJUSTMENTS: You agree 10 comply wilh our billing procedures including, bul nollimited 10, providing us with periodic meIer read ngs on Ihe Equipment. AI the end of Ihe firsl12 months after commencemenl
of this Agreemenl, and once each successive 12-monlh period thereafler, we may increase the mainlenance and supplies portion of the Paymenl and the per image charge over the base minimum by a minimum of 5% over the challles of \he
previous year . In addition, we may assess an additional fuel andlor fieighl surchallle 10 offsel higher than nomnal service costs as a resull of adverse economic conditions. If the supplier is providing mainlenance and supplies 10 you for
equ ipmenlthal is nolleased from us, but Ihe charges for such ma inlenance and supplies are included in Ihis Agreemenl, you agree Ihal if you relire, replace andlor add new non-leased equipmenllo Ihe Agreemenl, you granl us the ability 10
reflec1lhese additions or deletions of said non-o.ased equipmenllo Ihe Agreemenl and your payments under th is Agreemenl may be adjusled accordingly
15. UPGRADE AND DOWNGRADE PROVISION: AFTER COMMENCEMENT OF THE AGREEMENT AND UPON YOUR WRITIEN REQUEST, AT OUR SOLE DISCRETION, WE MAY REVIEW YOUR IMAGE/SCAN VOLUME AND
PROPOSE OPTIONS FOR UPGRADING OR DOWNGRADING THE EQUIPMENT TO ACCOMMODATE YOUR BUSINESS NEEDS .
16. TRANSITION BILLING: In order 10 facilitale an orderly lransition, including installation and training, and 10 provide a uniform billing cycle, the start dale of this Agreemenl (Ihe 'Effective Dale') will be a dale afier the certificalion of
acceptance of the Equipmenl, as shown on the firsl invoice. The payment for Ihis transition period will be based on the base minimum usage payment, proraled on a 30;Jay calendar month, and WIll be added 10 your firsl monthly Payment.
17. CALIfORNIA JUDICIAL REFERENCE AGREEMENT: The parties agree thai any and all dispules , claims and controversies aris ing oul of this Agreemenl (i ncluding , bul nol Lmited 10, actions arising in conlracl or Iort and any claims by
a party againsl us relaled in any way 10 Ihe financing) (individually, a 'Dispule') Ihal are broughl before a forum in wh ich pre;Jispule waivers of the righl to tna l by jury are inva d under app rcable law shall be subjecllo the lerms of this Section
in lieu of Ihe jury lrial waiver(s) otherwise provided in Ihis Agreement.
Any and all Dispules shall be heard by a referee and resolved by judicial reference pursuanllo California Code of Civil Procedure Sections 638 el seq. The referee shall be a relired Califomia slale court judge or an allomey licensed 10 practice
law in the Slale of California wilh al leasl len (10) years' experience praclicing commercial law. The parties shall nol seek 10 appoinl a referee thai may be disqua lified pursuanl 10 Ca l ~ornia Code of Civil Procedure Sec1ion 641 or 641.2 withoul
the prior written consenl of all parties. If the parties are unable 10 agree upon a referee within len (10) calendar days afler one party serves a wrillen nollce of inlenl for jud icial reference upon the other party or parties, then the referee will be
selecled by Ihe court in accordance with Califomia Code of Civil Procedure Seclion 640(b). The referee shall render a written slalemenl of decision and sha ll conduc1lhe proceedings in accordance with the Cal~om 'a Code of Civil Procedure,
the Rules of Court and California Evidence Code, excepl as olherwise specifically agreed by the parties and approved by the referee. The referee's stalemenl of decision shall sel forth findings of facl and conclusions of law. The decision of
Ihe referee sha l be enlered as a judgmenl in Ihe court in accordance wilh Ihe provisions of Califomia Code of Civil Procedure Sec1ions 644 and 645 The decis ion of the referee shall be appealable 10 Ihe same exlenl and in the same manner
thai such decision would be appealable if rendered by a judge of Ihe superior court.
Nolhing in this Secllon shall be deemed 10 apply 10 or hmil our rights (a) 10 exercise self help remedies such as (bul noll im iled 10) seloff, (b) 10 foreclose jud ici all y or nonjud cia Jy againsl any real or personal property collaleral, or 10 exercise
jud'cial or nonjud iCIal power of sa e rig his, (c) 10 obtain from a court provisional or ancillary remedies (including, bul no llimiled 10, injunctive relief, a wril of possession , prejudgmenl altachmen\, a prolecllve order or Ihe appoinlmenl of a receiver),
or (d) 10 pursue nghts aga 'nsl a party n a third-party proceeding in any action broughl againsl us (includ ing actions In bankruplcy court). We may exerCise the righls sel forth in the foregoing clauses (a) Ihrough (d ), inclusive, before, during or
after Ihe pendency of any Judicia reference proceed ing . Ne ilher Ihe exerc ise of self help remedies nor the inslilution or m ainlenance of an action for foreclosure or provis ional or ancillary remedies or the oppos ition 10 any such provisional
remedies shall constitule a waiver of the righl of any party, including, bul nOllimited 10, Ihe claimanl in any such action, 10 require submission 10 jud icia' reference Ihe merits of the Dispule occas ioning resort to such remedies . No provision in
this Agreemenl regarding subm sSlon 10 jurisdicllon andlor venue in any court is inlended or shall be conslrued 10 be in derogation of the provisions in thiS Agreemenl for judicia reference of any Dispute.
If a Dispute includes mu illple claims, some of which are found nol subject 10 this Section, Ihe parties shall stay the proceedings of Ihe Dispules or part or parts Ihereof nol subjecl 10 Ihis Section unli all other DlSpules or parts Ihereof are
reso lved in accordance wilh Ih 5 Seenon. If there are DlSpules by or againsl multiple parties, some of which are nol subjecl 10 this Section, the parties sha l sever the Dispules subject 10 this Section and resolve them in accordance with this
Section . During Ihe pendency of any Dlspule wh ch 's submilled 10 judicial reference in accordance with this Section, each of the parties 10 such Dispule sha l bearequa shares of the fees charged and costs incurred by the referee in performing
the services described In Ihls Section . The compensation of Ihe referee shall nol exceed Ihe prevailing rale for like services . The prevailing party sha ll be enlltled 10 reasonable court costs and legal fees, including cuslomary allomeys' fees,
expert witness fees , paralegal fees , Ihe fees of Ihe referee and other reasonable costs and disbursements challled 10 Ihe Party by ils counsel, in such amounl as 's delermlned by the referee. In Ihe evenl of any challenge 10 the legalily or
enforceabilily of IhlS Secllon , the prevai li ng party shall be enlilled to recover Ihe costs and expenses from the non-prevailing party, including reasonable allomeys' fees , 'nculled by it in conneclion Iherewilh. THIS SECTION CONSTITUTES A
'REFERENCE AGREEMENT' BETWEEN OR AMONG THE PARTIES WITHIN THE MEANING OF AND FOR PURPOSES OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638.
30061 (SLG) Page 2 of 2 Rev. 05109/2017
~
Ray Morgan Company
Equipment Water Rental ~ ___ AP_P_L_'CA __ T'_O_N_N_O __ ~I I~ ___ A_G_RE_E_M_E_N_T_NO ____ ~
3131 Esp/,lI1ade" Chico. CA 95973" Phone 5303436065" Fax 530343.9470
The words User. L ...... you and your refer \0 Customer. The words Owner. Lessor. we. Ull and our refer to Ray A. Morgan Company.
CUSTOMER INFORMA TlON
FULL LEGI\l NAME
City of San Rafael DBA City of San Rafael Police Department
CITY STATE
San Rafael CA
BILLING NIIME (IF DIFFERENT FROM ABOVE)
CITY
San Rafael
STAlE
CA
EQUIPMENT LOCATION (IF DIFFERENT FROM ABOVE)
EQUIPMENT DESCRIPTION
c .... ) 3i+BOOST
ZIP
94901
ZIP
94901
STREET ADORESS
1400 Fifth Avenue
PHONE
415485-3000
BILLING STREET ...oDRESS
PO Box 151560
E-MAl.
FAX
SERIAL NO
Annual Maintenance fee to cover all maintenance, labor, service. parts, warranty work, and all filters, etc
First year is FREE after that It will be $149 annually_
Standard install fee: 70 per unit
Tolal Cost for 5 Units is $4,140/year
CJ Seothe atlached Schedule A
TERM AND PA YMENT SCHEDULE
5 Annual Payments" of $ 4,140 The rant contract payment rPaymenn period is monthly unless otherwise indicated
THIS IS A NONCANCELABLE I IRREVOCABLE AGREEMENT; THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED_
OWNER ACCEPTANCE
Ray A. Morgan Company ) I vr/~t
San Rafael
ACCEPTANCE OF DELIVERY
You certlfv thai ill &hI! EqUlpmellll~trd abovw hM ba6n 'umi~.lh4I ckJltvery ood "'st.ilL1tion hits bocn lully compl.tJled and n; ::Iohslaclory Upon you SIQ"'ng lMIktH. your proml$el halO" w._ be inOYOC3b}e onci
LoI'IcondlJonal In 8n respects You underwtand Ihat WI have purchased the E'1U1r.mvtlllrom the IUPpHar, and you mlY conllcllhe ,uppl~r '01 ., 'uti do~t'ij11I()tl 0' :any warranty rtghta under the Iupplycontract. which
we hereby assign Ip)O.I for the lann ofthfa Ag .... ment (or until you darluk) Your appro'lalas indk:atad bebw of our purchase of Ihe EQUIPment hom tna 5upp'6er tS a condition pnteedanl to tha ."actlveness of this
AgrHmenl
Ix
CUSTOMER Iils ,ole.oncod abovo) SIGNATURE
29885 (2012 vI)
TITLE
Page 1 012
DATE OF DELIVERY
Ra. 0511312016
1. AGREEMENT: You agree 10 rent from us for business p!Jrposes only, Ihe personal property described under "EQUIPMENT DESCRIPTION" ON PAGE 1 andlor attached Schedule and as
modified by S\4lPlements to this Agreement from time to time signed by you and us (such property and any upgrades, replacements, parts, accessions, repairs and additions all referred herein
as "Equipment") andlor to finance certain licensed software and services ("Financed Items", which are included in lhe word "Equipment" unless separately slated) You agree to all of the terms
and condl~ons contained in this Agreement and any supplement, which (with the acceptance certifica~on) together represent the enUre agreement regarding the Equipment ('Agreement") and
which supersedes any purchase order or invo ce You authorize us to correct or Insert missing Equipment Identification Informalion and to make corrections 10 your proper legal name and
address, as it may be needed This Agreement becomes valid upon execution by us and begins on the delivery dale and acceptance of the Equipment. In order to provide for an orde~y
transaction and a uniform billing cycle, and unless otherwise specified, the "Effective Date" of this Agreement will be the 20th day of the month following the inslaliaUon (for example, if the
Equipment is inslaled on June 5th the EffecUve Date will be June 20th). You agree to pay a proreted renlal amount for the period between the Installation and the Effective Date ("Transition
Billing") based on the minimum usage payment prorated on a (30) thirty day calendar month \Vhich win be added to your rllSt month invoice. In addition, should this Agreement replace a previous
Ray A. Morgan Company generated equ ipment rental, a CLOSING BILL on the agreement being replaced, up to the installation date of the new equ~ment, wil be sent approximately (10) days
after delivery of the new equipment. You agree to pay this CLOSING BILL charges as they represent vaid charges for product and services provided under the prior egreement up to the
installation dale of the new equipment Unless otherwise slated In an eddendum hereto, this Agreement will renew for 12-month term(s) unless you send us w~tten notice 90 days before the
end or any term that you want 10 return the Equipment If any provision of this Agreement is declared unenforceable in any jurisdiction, the other provisions herein shall remain In full rorce and
effect in that jurisdiction and all oillers .
2. RENT, TAXES AND FEES: You will pay the monthly Payment (as adjusted) when due , plus any appticable sales, use and property taxes The base Paymenl will be adjusted proportionalely
upward or downward: (1) by up to 10% 10 accommodate changes In the actual Equipment cost, (2) n the shipping charges or taxes diller from the estinate given 10 you; and (3) 10 comply with the lax
laws of the state in which the Equipment is Iocaled If we pay any taxes, insurance or other expenses lItat you owe hel1!\Jnder, you agree to reimburse us when we requesl and to pay us a processing
fee for each expense or charge we pay on your behalf. We may charge you for any filing fees required by the Uniform Commercial Code (UCC) or other taws, which fees vary state-to-state . By the
date the irst Payment is due, you agree to pay us an orig 'naUon fee, as shown on our invoice or addendum, to cover us for an closing costs. We IVnt have the righlto apply all sums, received from
you, to any amounts due and owed to us under the terms of this Agreement If for any reason your check is relumed for nonpaymen~ you will pay us a bad check charge of $20 or, if less, the maximum
charge allowed bylaw. We may make a profit on any fees, estimated lax payments and other charges paid under this Agreement
3. MAINTENANCE AND LOCATION OF EQUIPMENT; SECURITY INTEREST: At your expense, you agree 10 keep the Equipment: in good repair, condiUon and working order, in compliance
with appliceble manufacturers' and regulatory standards; free and ciear of all liens and c!eims; and only at your address shown on page 1, and you agree not to move it unless we agree . As
long as you have given us the wriHen nolice as required in paragraph 1 prior 10 the expiration or lerminaUon of this Agreemenl's term, you wMI return all but not less Ihan all of the Equipment
and all related manuals and use and maintenance records to a laceticn we specify, al your expense, In retai re-saleable condition, full worlling order and complete repair We own the Equipment.
excluding any Financed Items We do not own Ihe Financed lIems and cannot transfer any interest in it to you . If this Agreement is deemed 10 be a secured transaction, you grant us a sBCUrily
inlereslln the Equipmenl to secure al amounts you owe us under any agreement with us, and you authorize us to file a financing slalement (UCC-l). You wil nol change your state of
organizalion, headquarters or residence wilhout providing prior \Vnllen notice to us so that we may amend or file a new UCC-l. You will noIify us within 30 days if your slate or organizalion
revokes or terminates your existence
4. COLLATERAL PROTECTION; tNSURANCEj INDEMNITYj LOSS OR DAMAGE: You agree to keep the Equipment futly insured against risk and loss, with us as lender's loss payee, in
an amount not less than the original cost until this Agreemenl is terminaled You aiso agree to obtain a general public liabiily insurance policy with such coverage and from such Insurance
carrier as shall be satisfactory to us and to include us as an addlUonal insured on the policy Your insurance policy(s) will provide lor 10 days advance written notice to us of any modification or
cancellation You agree to provide us certificates or other evidence of insurance acceplable 10 us . If you fail to comply wilh this requirement within 30 days after the start of Ihis Agreement, we
may charge you a monthly property damage surcharge 01 up 10 .0035 or the Equipment cost as a result 01 our credit risk and adminislrative and other cosls, as would be further described on a
letter from us to you. We may make a profit on this program . NOTHING IN THIS PARAGRAPH Will RELIEVE YOU OF RESPONSIBILITY FOR LIABILITY INSURANCE ON THE EOUIPMENT
We are not responsible for, and you agree to hold us harmless and reimburse us for and 10 defend on our behalf against, any claim for any loss, expense. liability or injury caused by or in any
way relaled to delivery, inslallaUon, possession, ownership, use, condillon, Inspection, removat, relurn or storage of the Equipment. You are responsible for the risk of loss or for any destruction
of or damage to the EqUipment. You agree to promptly nollfy us in writing or any loss or damage. If Ihe EqUipment Is deslroyed and we have nol otherwise agreed in wriling, you will pay to us
the unpaid balance of lhis Agreement, including any fulure rent to lhe end or the term plus the anticipated residual value of the Equipment (both discounted al2%). Any proceeds of Insurance
wil be paid to us end credited against any loss or damage . AH IndemniHes will survive Ihe expiration or lerminetion of this Agreement
5. ASSIGNMENT: YOU HAVE NO RIGHT TO SELL, TRANSFER, ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT, without our prior written consent. Without our
prior written consenl, you shall nol reorganize or marge wilh any other entily or Iransfer all or a subslantial part of your ownersh~ interests or essels . We may sal , assign, or transfer this
Agreemenl without notice You agree that if we sell, asslgn or iransfer Ihls Agreemen~ our assignee wll have the same righls and benefils lI1al we have now and will not have to perform any
of our obIigaUons . You agree lhat the new Owner will not be subject to any daims, defenses, or offsets that you may have against us . You shall cooperate with us i1 eJlecutitg any documentation
reasonably required by us or our assignee to effectuate any such assignment This Agreement shall be binding on and inure to the benefit or the parties hereto and their respec~ successors
and ass igns .
S. DEFAULT AND REMEDIES: You will be In dafault if. (a) you do nol pay any Paymenl or other sum dua to us or when due or if you faU 10 perform in accordance with the covenants, terms and
conditions of this Agreement or any other agreement wllh us or any of our affiliates, (b) you make or have made any raise slalement or misrepresenlaoon to us, (e) there has been a material
adverse change in your or any guarantor's fllancial, buslnass or operating condllion, or (d) any guarantor defau lts under any guaranty for this Agreement. If any part of a Payment Is more than 5
days late, you agree to pay a lale charge of 10% of the Payment which is lale, or if less, the maximum charge allowed bylaw . If you are ever in default, at our opUon, we can lerminate this Agreement
and require thai you pay the unpaid balance or this Agreemenl, including any fulure Paymenls to the end of the term plus the anticipaled residual value of the Equipment (bolh discounled at 2%)
We may recover default inlerest on any unpaid amounl at the rate of 12% per year . ConcurrenUy and cumulatively, we may also use any or all of the remedies available 10 us under Articles 2A
and 9 of the UCC and any other law, including requiring \hal you : (1) return the Equipment to us to a IocaHon we specify ; and (2) immediately step using any Financed Items. In addilion, we will
have the right, immedialely and without notice or other Bcllon, 10 set-off against any of your liabilities to us any money, Including depository account balances, owed by us to you, whell1er or not
due. In the event of any dispute or enforcement of rights under this Agreement or any related agreemenl, you agree to pay our reasonable attorney's fees (including any Incurred before or at lrial,
on appeal or in any oillar proceeding), actual oourt costs and any other collection costs, including any collection agency fee . If we have to take possession of the Equipmenl, you agree 10 pay the
costs of repossession, moving, storage, repair and sale . The net proceeds of the sale of any Equipment wiR be crediled against whal you owe us under this Agreement. YOU AGREE THAT WE
WILL NOT BE RESPONSIBLE TO PAY YOU ANY CONSEQUENTIAl, INDIRECT OR INCIDENTAL DAMAGES FOR ANY DEFAULT, ACT OR OMISSION BY ANYONE. Any delay or failure to
enfolt2 our rights under this Agreement wi! not prevent us from enfon:ing any rights at a laler time You agree Ihat this Agreement is a 'Finance Lease' as defined by Article 2A of the UCC and
your rJ;jhts and remedies are governed exclusively by this Agreement. You waive all rights under secUons 2A-508 through 522 of !he UCC . If Interest is charged or coUected in excess of the
maximum IawlJl rate, we will nol be subjed 10 any panallies .
7. INSPECTIONS AND REPORTS: We will have the righ~ at any reasonable time . to inspecl the Equ ipment and any documents relating to Its use, maintenance and repair You agree to
provide updaled annual and/or quarterly financial slatemanls 10 us upon requast
e. WARRANTY DISCLAIMERS: YOU AGREE THAT YOU HAVE SELECTED THE SUPPLIER AND EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND YOU
DISCLAIM ANY RelIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY US. WE TAKE RESPONSIBILITY FOR THE INSTALLATION OR PERFORMANCE OF THE
EQUIPMENT. THE SUPPLIER IS NOT AN AGENT OF OURS AND WE ARE NOT AN AGENT OF THE SUPPLIER, AND NOTHING THE SUPPLIER STATES OR DOES CAN AFFECT YOUR
OBLIGATION UNDER THIS AGREEMENT. YOU Will CONTINUE TO MAKE ALL PAYMENTS UNDER THtS AGREEMENT REGARDLESS OF ANY CLAIM OR COMPLAINT AGAINST
ANY SUPPLIER, LICENSOR OR MANUFACTURER, AND ANY FAilURE OF A SERVICE PROVIDER TO PROVIDE SERVICES WILL NOT EXCUSE YOUR OBLtGA TIDNS TO US UNDER
THIS AGREEMENT. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, OF, AND TAKE ABSOLUTELY NO RESPONSIBILITY FOR, MERCHANTABILITY, FITNESS FOR ANY
PARTICULAR PURPOSE, CONDITION, QUALITY, ADEQUACY, TITLE, DATA ACCURACY, SYSTEM INTEGRATION, FUNCTION, DEFECTS, OR ANY OTHER ISSUE IN REGARD TO THE
EQUIPMENT, ANY ASSOCIATED SOFTWARE AND ANY FINANCED ITEMS.
9. LAW, JURY WAIVER: Agreements. promises and commitments mad. by Owner. concerning loans and other credit extensions must be in wrillng. eXPress consideration and
be signed by Owner to be enron;eable. This Agreement may be modified only by wriHen agreement and not by course of performance . This Agreement will be governed by and construed in
accordance with the law of the slele of the principal piace of business or Owner or Os assignee . You consent 10 jurisdiction and venue of any slate or federal court in the slate the Owner or lis
assignee has its principal place or bus iness. For any aellon arising out of or relaUng to Ihls Agreement or the Equipmen~ YOU AND WE WAIVE ALL RIGHTS TO A TRIAL BY JURY
29885 (2017 v1) Page 2 0' 2 Rev 05/1312017
CONTRACT ROUTING FORM
INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below.
TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER:
Contracting Department: PD
Project Manager: Charles Taylor
Extension: 3088
Contractor Name: Ray Morgan Company
Contractor's Contact: Kerri Schultze
Contact's Email: Phone: 530-343-6065 Fax: 530-343-9470
o FPPC: Check if Contractor/Consultant must file Form 700
Step RESPONSIBLE DESCRIPTION
DEPARTMENT
1 Project Manager a. Email PINS Introductory Notice to Contractor
b. Email contract (in Word) & attachments to City
Atty c/o Laraine.Gittens@cityofsanrafael.org
2 City Attorney a. Review, revise, and comment on draft agreement
and return to Project Manager
b. Confirm insurance requirements, create Job on
PINS, send PINS insurance notice to contractor
3 Project Manager Forward three (3) originals of final agreement to
contractor for their signature
4 Project Manager When necessary, * contractor-signed agreement
agendized for Council approval
PSA > $20,000; or Purchase> $35,000; or
Public Works Contract> $125,000
Date of Council approval
PRINT CONTINUE ROUTING PROCESS WITH HARD COPY
5 Project Manager Forward signed original agreements to City
Attorney with printed copy ofthis routing form
6 City Attorney Review and approve hard copy of signed
agreement
7 City Attorney Review and approve insurance in PINS, and bonds
for Public Works Contracts) UJ tr
8 City Manager / Mayor Agreement executed by Council authorized official
9 City Clerk Attest signatures, retains original agreement and
forwards copies to Project Manager
COMPLETED
DATE
N/A
3/13/2018
C lick here to
enter a elate
N/A
N/A
0 N/A
Or
4/2/2018
3/23/18
I'fR{~
LJ Jb) 1~
llr
4 Iq \ ,~
REVIEWER
Check/Initial
U-
w,Yf
CONTRACT ROUTING FORM
INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below.
TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER:
Contracting Department: PD
Project Manager: Charles Taylor
Extension: 3088
Contractor Name: Ray Morgan Company
Contractor's Contact: Kerri Schultze
Contact's Email: Phone: 530-343-6065 Fax: 530-343-9470
D FPPC: Check if Contractor/Consultant must file Form 700
Step RESPONSIBLE DESCRIPTION
DEPARTMENT
1 Project Manager a. Email PINS Introductory Notice to Contractor
b. Email contract (in Word) & attachments to City
Atty c/o Laraine.Gittens@cityofsanrafael,org
2 City Attorney a. Review, revise, and comment on draft agreement
and return to Project Manager
b. Confirm insurance requirements, create Job on
PINS, send PINS insurance notice to contractor
3 Project Manager Forward three (3) originals of final agreement to
contractor for their signature
4 Project Manager When necessary, * contractor-signed agreement
agendized for Council approval
PSA > $20,000; or Purchase> $35,000; or
Public Works Contract> $125,000
Date of Council approval
PRINT CONTINUE ROUTING PROCESS WITH HARD COPY
5 Project Manager Forward signed original agreements to City
Attorney with printed copy of this routing form
6 City Attorney Review and approve hard copy of signed
agreement
7 City Attorney Review and approve insurance in PINS, and bonds
for Public Works Contracts) tJ I ~
8 City Manager / Mayor Agreement executed by Council authorized official
9 City Clerk Attest signatures, retains original agreement and
forwards copies to Project Manager
COMPLETED
DATE
N/A
3/13/2018
Click here to
enter a date.
N/A
N/A
D N/A
Or
4/2/2018
3/23/18
LJ ICt /I ~
y I {, Il~
1 ~\l(
y.V, q "11 %
REVIEWER
Check/Initial
I8l
I8l
IZl JJer
I8l
IZl
IZl
4
ft(
o€
CONTRACT ROUTING FORM
INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below.
TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER:
Contracting Department: PD
Project Manager: Charles Taylor
Extension: 3088
Contractor Name: Ray Morgan Company
Contractor's Contact: Kerri Schultze
Contact's Email: Phone: 530-343-6065 Fax: 530-343-9470
❑ FPPC: Check if Contractor/Consultant must file Form 700
Step
RESPONSIBLE
DESCRIPTION
COMPLETED
REVIEWER
DEPARTMENT
a. Email PINS Introductory Notice to Contractor
DATE
Check/Initial
1
Project Manager
N/A
3/13/2018
b. Email contract (in Word) & attachments to City
Atty c/o Laraine.Gittens@cityofsanrafael.org
2
City Attorney
a. Review, revise, and comment on draft agreement
4/13/2018
® LG
and return to Project Manager
N/A
® LG
b. Confirm insurance requirements, create Job on
Project Manager
PINS, send PINS insurance notice to contractor
3
Forward three (3) originals of final agreement to
N/A
Project Manager
contractor for their signature
® N/A
4
When necessary, * contractor -signed agreement
agendized for Council approval
"PSA > $20,000; or Purchase > $35,000; or
Or
Public Works Contract > $125,000
4/2/2018
Date of Council approval
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
5
Project Manager
Forward signed original agreements to City
3/23/18
Attorney with printed copy of this routing form
6
City Attorney
Review and approve hard copy of signed
>
agreement
7
City Attorney
Review and approve insurance in PINS and bonds
k
3
1//1 /
(for Public Works Contracts)
8
City Manager/ Mayor
City Clerk
Agreement executed by Council authorized official
Attest signatures, retains original agreement and
LfI
9
forwards copies to Project Manager
'
I