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PD CopyPrint Lease and Services AgmtRay 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 Mwe, Ray Morgan Company State & Local Government APPLICATION NO AGREEMENT NO Equipment Rental Agreement The words User, Lessee, you and your refer to Customer. The words Owner, Lessor, we, us and our refer to Ray A. Morgan Company FULL LEGAL NAME STREET ADDRESS City of San Rafael DBA City of San Rafael Police Department 1400 Fifth Avenue CITY STATE ZIP PHONE FAX San Rafael CA 94901 415485-3000 B;LL NG NAME (:F D FFERENT FROM ABOVE) BILLING STREET ADDRESS CITY SIATE ZIP E-MAIL EQUIPMENT LOCATION OF DIFFERENT FROM ABOVE) MAKE!MODELIACCESSOR FS SERIAL NO Qty. 5 (Five) 3i + BOOST Water Dispensers - Standard Install Fee of $70 Per Unit Annual Maintenance Fee to cover all labor, service, parts, warranty work and all filters - 1 st Year FREE; subsequent years is $149 per yr. This rental is a "Month -to -Month" contract; paid annually in advance a ❑ See the attached Schedule A 1 Annual Payrnenls- of $ 4.140.00 The rent contract payment ('Payment') period is monthly unless otherwise indicated 'plus applicable taxes You certify that all the Equipment listed above has been furnished, that delivery and instalation has been fully competed 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 Equipment from the supplier, and you may contact the supplier for a full description of any warranty rights underthe supply contract, which we hereby assign to you for the term of this Agreement (or until you default) Your approva: as indicated below of our purchase of the Equipment from the supplier is a condition precedent to the effectiveness of this e...se..,e.,r 1. AGREEMENT: You agree to rent from us for essential governmental purposes only, the personal property described under "EQUIPMENT DESCRIPTION' ON PAGE 1 andlor attached Schedule and as modified by supplements to this Agreement from time to time signed by you and us (such property and any upgrades, replacements, pads, accessions, repars and additions all referred herein as'Equipmenr) and/or to finance certain-ficensed software and services ('Financed Items, which are included in the word 'Equipment unless separately staled). You agree to all of the terms and conditions contained in this Agreement and any supplement, which (with the acceptance ceitfication) together represent the entire agreement regard ng the Equipment (Agreemenr) and which supersedes any purchase order ,nvoice request for proposal response, proposal or other document You authorize us to correct or nsert missing Equipment identification information and to make corrections to your proper legal name and address, as it may be needed This Agreement becomes valid upon execution by us and begins on the delivery date and acceptance of the Equipment In order to provide for an orderly transaction and a un'form billing cycle, and unless otherwise specified the 'Effective Date' of this Agreement will be the 20th day of the month following the installation (for example. 0 the Equipment is installed on June 5th the Effective Date will be June 20th). You agree to pay a prorated rental amount for the period between the installation and the Effective Date (?ransifion Bilingl based on the minimum usage payment prorated on a (30) thirty day calendar month which will be added to your first month invoice. In addition, should th s Agreement replace a previous Ray A Morgan Company generated equipment lease, a CLOSING B'LL on the agreement being replaced, up to the installation date of the new equ.pment, will be sent approximately (10) days alter delivery of the new equ pment You agree to pay this CLOSING BILL charges as they represent valid charges for product and services provided under the prior agreement up to the installation date of the new equipment Unless otherwise stated In an addendum hereto, this Agreement will renew for month-to-month basis unless you send us written notice at least 30 days before the end of the scheduled tens that you want to realm the Equ pment If any provis on of this Agreement is dec'ared unenforceable, the other provisions herein shall remain in full force and effect to the fullest extent permitted by law. 2. REPRESENTATIONS AND WARRANTIES: CUSTOMER: You hereby represent and warrant that (a) you have been duty authorized under the Constitution and laws of the applicable jurisdiction and by a rescluton of your governing body to execute and deliver this Agreement and to tarty out your obligations hereunder, (b) all legal requirements have been mel and procedures have been followed, including public bidding, in order to ensure the enforceability of this Agreement (c) this Agreement is :n compliance with all laws applicable to you, including any debt Imitations or imitations an inlerestrales or finance charges; (d) the Equipment will be used only for your essential governmental or proprietary functions consistent with the scope of your authority. will not be used in a trade or bus nese of any person or entity by the federal government or for any personal, family or household use, and your need for the Equipment Is not expected to diminish during the term of this Agreement (e) you have funds available to pay Payments unfit the end of your current appropriation period, and you intend to request funds to make Payments in each appropriation period from now until the end of the term of this Agreement and (Q your exact legal name is as set forth on page one of this Agreement 3. RENT. TAXES AND FEES: Subject to paragraph 4 you will pay the monthly Payment (as adjusted) when due plus any applicable sales, use and property taxes. The base Payment will be adjusted proportionately upward or downward (1) by up to 10% to accommodate changes in the actual Equipment cost (2) If the shipp ng charges or taxes differ from the estimate given m you; and (3) to comply with the tax laws of the state in which the Equipment is located. If we pay any taxes, insurance or other expenses that you owe hereunder you agree to reimburse us when we request and to pay us a processing fee for each expense or charge we pay on your behaff. We may charge you for any filing fees required by the Uniform Commercial Code (UCC) or other laws, which fees vary state -to -state. By the date the first Payment Is due, you agree to pay us an origination fee, as shown an our invoice or addendum, to cover us for all closing costs. We will have the right to apply all sums received from you In any amounts due and owed to us under the terms of this Agreement If for any reason your check is returned for nonpayment you will pay us a bad check charge of S20 or, :f less, the maximum charge allowed bylaw. We may make a profiten any fees estimated tax payments and other charges paid under this Agreement (Continued on Page 2) 30360 (SLG) Page 1 of Rev. 051312015 4. NON -APPROPRIATION OR RENEWAL: If either sufficient funds are not appropriated to make Payments or any other amounts due under this Agreement or (to the extent required by applicable law) this Agreement is not renewed, this Agreement shall terminate and you shall not be obligated to make Payments ender this Agreement beyond the then -current fiscal year for which funds have been appropriated. Upon such an event, you shall, no later than the end of the fiscal yea for which Payments have been appropriated delver possession of the Equipment to us. If you fail to delver possession of the Equipment to us, the termination shall nevertheless he effective but you shag be responsible, to the extent permitted by law and legally available funds, for the payment of damages in an amount equal to the portion of Payments thereafter coming due that is attributable to the number of days alter the termination during which you fail to delver possession and for any other loss suffered by us as a result of your failure to delver possession as required. You shall notify us in writing within seven days after your failure to appropriate funds sufficient for the payment of the Payments or (to the extent required by applicable law) this Agreement is notranewed, but failure to provide such notice shall not operate to extend the Agreement term or result in any liability to you. 5. MAINTENANCE AND LOCATION OF EQUIPMENT; SECURITY INTEREST: At your expense, you agree to keep the Equipment in good repair, condition and working order, in compliance with applicable manufacturers' and regulatory standards; free and dear of all lens and claims, and only at your address sham on page 1, and you agree not to move it unless we agree. As long as you have given us the written notice as required in paragraph 1 prior to the expiration or termination of this Agreement's term, you ail return an but not less than all of the Equipment and an related manuals and use and maintenance records to a location we specify, at your expense, in retail resaleable condition, full waking order and complete repair. You aesolely responsible for removing any data that may reside in the Equipment you return (and all expenses associated with its removal), including but not limited to hard drives, disk drives or any other forth of memory. We own the Equipment, excluding any Financed Items. We do not own the Financed Items and cennottrensfer any interest in it to you. t this Agreement is deemed to be a secured transaction, to the extent permitted bylaw, you grant us a security interest in the Equipment to secure al amounts you owe us under any agreement with us, and you authorize us to file a UCC financing statement 6. COLLATERAL PROTECTION; INSURANCE; INDEMNITY; LOSS OR DAMAGE: You agree to keep the Equipment fully insured against risk and loss, with us as lender's loss payee, in an amount not less than the original cost until this Agreement is terminated. You also agree to obtain a general public lability insurance pricy with such coverage and tram such insurance carrier as shag be satisfactory to us and to include us as an additional insured on the policy. Your insurance policy(ies) will provide for 10 days advance writlen notice to us of any modification or cancellation. You agree to provide us certificates or other evidence of insurance acceptable to us. If you fail to comply with this requirement within 30 days after the start of this Agreement, we may charge you a monthly property damage surcharge of up to .0035 of the Equipment cost as a result of our creditrisk and administrative and other costs, as would be further described on a letter tam 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 EQUIPMENT. As between you and us, and to the extent permitted by law and legally available funds, you are responsible for and shall bear the risk of loss far, shall pay directly, and shag defend against any and all claims, [abilities, proceedings, actions, expenses, damages or losses arising under or related to the Equipment, including, but not limited to, the possession, ownership, rent, use or operation thereof, except that you shall not bear the risk of loss of, nor pay for, any claims, liabilities, proceedings, actions, expenses, damages or losses that arise dinictly from events ocoumng after you have surrendered possession of the Equipment in accordance with the terns of this Agreement to us or that arise directly from our gross negligence or willful misconduct You agree to promptly notify us in writing of any loss or damage. If the Equipment is destroyed and we have not otherwise agreed in writing, you will pay to us the unpaid balance of this Agreement, including any future rent to the end of the term plus the anticipated residual price of the Equipment (both discounted at 2%). Any proceeds of insurance all he paid to us and credited, at our option, against any loss or damage. You authorize us to sign on your behalf and appoint us as your attomeyan-fact to endorse in your name any insurance drafts or checks issued due to loss or damage to the Equipment 7. 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 consent you shall not reorganize or merge with any other entity or transfer all or a substantial part of your ownership interests or assets. We may sell, assign, or transfer this Agreement without notice to or consent ham you, and you waive any right you may have to such notice a consent. You agree that if we sell, assign or transfer this Agreement, our assignee will have the same rights and benefits that we have now and will not have to perform any of aur obligations. You agree that the new owner will not be subject to any claims, defenses, a offsets that you may have against us. You shall cooperate with us in executing any documentation reasonably required by us orour assignee to effectrate any such assignment This Agreement shag be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. B. DEFAULT AND REMEDIES: You will be in default lf (a) you do not pay any Payment or other sum due to us or any other person when due or if you fail to perform in accordance with the covenants, terns and conditions of this Agreement, (b) you make or have made any fake statement or misrepresentation to us, (c) you file bankruptcy. or (d) there has been a material adverse change in your financial business or operating condition. If any part of a Payment is more than 5 days late, you agree to pay a late charge of 10% of the Paymentwhich is late, or f less the maximum charge allowed by law If you are ever in default at our option, we can terminate this Agreement and require that you pay the unpaid balance of this Agreement, including any future Payments to the end of the tens pkrs the anticipated residual value of the Equipment (both discounted at t%). We may recover default interest on any unpaid amount at the rate of 12% per year. Concurrently and cumulatively, we may also use any or all of the remedies available to us under Articles 2A and 9 of the UCC and any other law, including requiring that you: (1) return the Equipment to us to a location we specify and (2) immediately stop using any Financed Items. In addition, we will have the right immediately and without notice or other action to set-off against any of your (abilities to us any money, including depository account balances, owed by us to you, whether or not due. In the event of any enforcement of our rights under drs Agreement or any related agreement you agree to pay our reasonable altnmey's fees (including any incurred before or at trial, on appeal or in any other proceeding), actual court costs and any other collection costs. ncluding any collection agency fee. If we have to take possession of the Equipment you agree to pay the costs of repossession, moving, storage, repair and sale. The net proceeds of the sale of any Equipment will be credited against what 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 enforce our rights under this Agreement will not prevent us from enforcing any rights at a later time. You agree that this Agreement is a "Finance Lease' as defined by Article 2A of the UCC and your rights and remed as are govemed exclusively by this Agreement You waive all rights under sections 2A508 through 522 of the UCC. If interest is charged or collected in excess of the maximum lawful rate, we will not be subject to any penalties. In the event that legal proceedings relating to this Agreement (other than our enforcement of this Agreement after a default by you) are commenced in any court or before any other tribunal of competentryrisdicton, the legal fees and other reasonable costs and expenses of the prevailing party shall be paid by the non -prevailing party on demand of the prevailing party. 9. INSPECTIONS AND REPORTS: We ail have the right at any reasonable time to inspect the Equipment and any documents relating to its use, maintenance and repair. You agree to provide updated annual and/or quarterly financial statements to us upon request 10. FAXED OR SCANNED DOCUMENTS, MISC.: You agree to submit the original duly -signed documents to us via ovem ght courier the same day of the facsimile or scanned transmission of the documents. The original of this Agreement shag be that copy which bears your facsimile or original signature and wh ch bears our onginal signature You waive the nght to challenge in court the authenticity or binding effect of any faxed or scanned copy or signature thereon. You agree to execute any bother documents that we may request to carry out the intents and purposes of this Agreement All notices shall be mailed or delivered by facsimile transmission or overnight courier m the respective parties at the addresses shown on this Agreement or such other address ss a party may provide n writing from time to fire. 11. WARRANTY DISCLAIMERS: YOU AGREE THAT YOU HAVE SELECTED THE SUPPLIER AND EACH REM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND YOU DISCLAIM ANY RELIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY US. WE DO NOT 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 THIS 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 OBLIGATIONS 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. 12. LAW, JURY WAIVER: Agreements, promises and commitments made by us, concerning loans and other credit extensions must be In writing, express consideration and be sinned by us to be enforceable. This Agreement may be modified only by written agreement and not by course of performance. This Agreement wit be governed by and construed in accordance with the law of the state in which you are located. You consent to jurisdiction and venue of any state or federal court in such state. For any action arising out of or relatng to this Agreement or the Equipment YOU AND WE WAIVE ALL RIGHTS TO A TRIAL BY JURY. 13. CALIFORNIA JUDICIAL REFERENCE AGREEMENT: The parties agree that any and all disputes, claims and controversies arising out of this Agreement (including, but not limited to, actions arising in contract or tort and any claims by a party against us related in any way to the financing) (individually, a'Dispute*) that are brought before a forum in which pre -dispute waivers of the right to trial by jury are invalid under applicable law shall be subject to the terms of this Section in lieu of the jury trial waiver(s) otherwise provided in this AgreemenL Any and all Disputes shag be heard by a referee and resolved by judicial reference pursuant to Caifomia Code of Civil Procedure Sections 638 at seq. The referee shall be a retired California state courtjudge or an attorney licensed to practice law in the Stale of California with at least ten (10) years' experience practicing commercial law. The parties shall not seek to appoint a referee that may be disqualified pursuant to California Code of Civil Procedure Section 641 or 641.2 without the prior written consent of al parties. If the parties are unable to agree upon a referee within ten (10) calendar days after one party serves a written notice of intent for judicial reference upon the other party or parties, then the referee will be selected by the court in accordance with California Code of Civil Procedure Section 640(b). The referee shall render a written statement of decision and shall conduct the proceedings in accordance with the California Code of Civil Procedure, the Rules of Court and California Evidence Code, except as otherwise specifically agreed by the partes and approved by the referee. The referee's statement of decision shall set forth findings of fad and conclusions of law. The decision of the referee shag be entered as a judgment in the court in accordance with the provisions of California Code of Civil Procedure Sections 644 and 645. The decision of the referee shall be appealable to the same extent and in the same manner that such decision would be appealable if rendered by ajudge of the superior court Nothing in this Section shall be deemed to apply to or limit our rights (a) to exercise off help remedies such as (but not limited to) setoff, (h) to foreclose judicially or nonjudicially against any real or personal property collateral, or to exercise judicial a nonjudicial power of sale rights, (c) to obtain from a court provisional or ancillary remedies (including, but not limited to, injunctive relet a writ of possession, prejudgment attachment a protective order or the appointment of a receiver), or (d) to pursue rights against a party in a third -party proceeding in any actim brought against us (including actions in bankruptcy court). We may exercise the rights set forth in the foregoing clauses (a) through (d), inclusive, before, during or after the pendency of any judicial reference proceeding. Neither the exercise of set help remedies nor the instrtubon or maintenance of an action for foreclosure or provisional or ancillary remedies or the apposition to any such provisional remedies shall constitute a waiver of the right of any party, including, but not limited to, the claimant in any such action to require submission to judicial reference the merits of the Dispute occasioning resort to such remedies. No provision in this Agreement regarding submission to jurisdiction and/or venue in any court is intended or shag be construed to be ;n derogation of the provisions in this Agreement forjudicial reference of any Dispute. If a Dispute includes multiple claims, some of which are found not subject to this Section, the parties shall stay the proceedings of the Disputes or part or park thereof not subject to this Section until all other Disputes or parts thereof are resolved in accordance with this Section. If there are Disputes by or against multiple parties, some of which are not subject to this Section, the parties shag sever the Disputes subject to this Section and resolve them in accordance with th s Section. During the pendency of any Dispute which is submitted to judicial reference in accordance with this Section, each of the parties to such Dispute shag bear equal shares of the fees charged and costs inamed by the referee in performing the services described in this Section. The compensation of the referee shall not exceed the prevailing rate for like sery ces. The prevailing party shag be entitled to reasonable court costs and legal lees, including customary attomeys' fees, expert witness fees, paralegal fees, the fees of the referee and other reasonable costs and disbursements charged to the Party by its counsel, in such amount m is determined by the referee. In the event of any challenge to the legality or enforceability of this Section, the prevailing party shag be entitled to recover the costs and expenses from the non -prevailing party, including reasonable attorneys' fees, incurred by it in connection therewith. 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 538. 30060 (SLG) Page 2 of 2 Rev. 05/13/2016 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 r COMPLETED DEPARTMENT 1 j Project Manager _ DATE a. Email PINS Introductory Notice to Contractor 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 and return to Project Manager N/A 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 N/A contractor for their signature 4 Project Manager When necessary, * contractor -signed agreement ® N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or Public Works Contract > $125,000 _ Date of Council approval 4/2/2018 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 ) / 4/03// / _ agreement 7 City Attorney Review and approve insurance in PINS r and bonds (for Public Works Contracts) N Z -k � 1 -3/1 1 8 City Manager/ Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and } forwards copies to Project Manager 1 REVIEWER :heck/Initial N A, E1 Equipment Water Rental APPLICATION NO AGREEMENT NO . Ray Morgan Company 3131 Esplanade - Chica, CA 95973 . Phone: 530,343.6065 - Fox, , 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•- • FULL LEGAL NAME STREET ADDRESS City of San Rafael DBA City of San Rafael Police Department 1400 Fifth Avenue CITY STATE ZIP PHONE FAX San Rafael CA 94901 415-485-3000 BILLING NAME (IF DIFFERENT FROM ABOVE) BILLING STREET ADDRESS PO Box 151560 CITY STATE ZIP E-MAIL San Rafael CA 94901 EOUPMENT LOCATION (IF DIFFERENT FROM ABOVE) EQUIPMENT DESCRIPTION MAKEIMODELIACCEBBORIES SERIAL NO ( 4 ) 31 + BOOST Annual Maintenance fee to cover all maintenance, labor, service, parts, warranty work, and all filters, etc FiMt year is FREE after that It will b1t $149 annually - M See the attached Schedule A TERM I PA YMENT SCHEDULE 5 Annual Payments- of $ 4,140 The rent contract payment ('Payment) period is monthly unless otherwise indicaled phn epP11ce61a fens THIS IS A NONCANCELABLE / IRREVOCABLE AGREEMENT; THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED. OWNER Ray A. Morgan Company nwt1FR DATED CUSTOMER ACCEPTANCE By signing below. you Bendy that you havo —wed an 1 do agree be so terms and condbons G INs -- nrnl on Ihs Harju and on iwgu : anacned Mruln City of San Rafael X City Manager _ LUU7]SlTOWELRl1teryr+l�rin�jfn�i{nr�n}cal anvm) %IGHATURE „L�,��,,�, TITLE DATFO FEOERA TAlf)Clpa ..._....0 PRr INT NAME ACCEPTANCE OF DELIVERY Ymr ready th,n as the E luymoltl Laad ahuvs run he.. ftamslml Bud &L—y —I mst.110- tun heurr hily Wmphlnd nM n sa t ctury Up. 1 yon, nOmryl ta1104 goer mares}e{ hn a r VIA 1W ,naMA?bid and urimmillonal lo al respects You understand that we have purchased Me Equviianl from the suppler and you may contact the sul*lor fora 1 ado uplao al aw warranty rights under the supply conaari. which wit hereby assign to you for the term of Nb Agreement (or unal you dalaul) Your approval as Indicated below or our purchase alit a Eiji u lwnt from the :ung .er &a Condition precedent to The osectivanns of this Agreement cusrovEn hn,uluonpM wt ,ul b'IGt7AfWir: — �"� µ ���� J TITLE DATE OFF Ul AIERY 2988S (2012v1) Page 1 of 2 Rev 0511312016 1. AGREEMENT: You agree to rent from us for business purposes only the personal property described under EQUIPMENT DESCRIPTION' ON PAGE 1 endlor attached Schedule and as modified by supplements to this Agreement from time to Ilms signed by you and us (such property and any upgrades, replacements, parts, accessions, repalrs and additions all referred herein as'Equipmenl') and/or to finance certain licensed software and services ('Financed Items' which are included in the word "Equipment' unless separately staled). You agree to all of the terns and conditions contained in this Agreement and any supplement which (with the acceptance certification) together represent the entire agreement regarding the Equipment ('Agreement) and which supersedes any purchase order or vivo ce You authorize us to correct or insert missing Equlpmanl identification Information and to make corrections to your proper fagot name and address, as it may be needed This Agreement becomes valid upon execution by us and begins on the delivery date and acceptance of the Equipment In order to provide for an orderly transaction and a uniform billing cycle, and unless otherwise specified, the 'Effective Dale' of this Agreement will be the 20th day of the month following the installation (for example If the Equipment is installed on June 51h the Effective Dale wi I be June 20th) You agree to pay a prorated rental amount for the period between the Installation and the Effective Dale ('Transition B4ing') based on the minimum usage payment prorated on a (30) thirty day calendar month wluch will be added to your fust month invoice, In addition should this Agreement replace a previous Ray A. Mangan Company generated equipment rental a CLOSING BILL on the agreement being replaced, up to the installation dale of the new oqutpment, will be sent approximately (10) days after delivery of the new equipment You agree to pay this CLOSING BILL charges as they represent vakd charges for product and services provided under the prior agreement up to the installation data of the new equipment Unless otherwise slated in an addendum hereto, this Agreement will renew for 12 -mantic term(s) unless you send us written notice 90 days before the end of any tern [hat you want to return the Equipment If any provision of this Agreement is declared unenforceable m enyjudsdic0on, the other provisions herein shall remain In full force and effect in [hat jurWetion and a I others z. RENT, TAXES AND FEES: You will pay the monthly Payment (as adjusted) when due plus any applicable sales, use and property taxes. The base Payment will be adjusted proportionately upward or downward. (1) by up to 10% to accommodate changes In the actual Equipment cost (2) if the shipping charges ortaxes differ from the estmate given to you; and (3) to compiywith the lax laws of the slate in which the Equipment is located If we pay any taxes, insurance orother expenses that you owe hereunder you agree to reimburse us when we request 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 Un:lorm Commercial Code (UCC) or other taws, which fees vary slale•laslale. By the date the first Payment is due, you agree to pay us an adg nation fee, as shown on our nvoloe or addendum. to cover us for all closing costs We will have the right to apply all sums, received from you, to any amounts due endowed to us under the terms of INS Agreement If for any reason your checks returned for nonpayment, you will pay us 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 to keep the Equipment. in good repair, condition and working order, in compliance with applicable manufacturers' and regulatory standards; free and clear of all liens and claims 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 written notice as required in paragraph 1 prior to the expiration or lerminabon of this Agreement's term, you will return all but not less than all of the Equipment and all related manuals and use and maintenance records to a location we specify, at your expense In retail resaleable condition, full working order and complete repair We own the Equipment excluding any Financed Items We do not own the Financed Items and cannot transfer any interest in Ito you If this Agreement is deemed lobe a secured transaction, you grant us a security interest In the Equipment to secure at amounts you owe us under any agreement with us, and you authorize us to file a financing statement (UCC -1). You will not change your state of organization headquarters or residence without providing prior written notice to us so [hat we may amend or file a new UCC -1 You wi i notify us within 30 days If your slate of organization revokes or lenninales your ex-s(ence 4. COLLATERAL PROTECTION; INSURANCE; INDEMNITY; LOSS OR DAMAGE; You agree to keep the Equipment fuly insumd against risk and IDSe. with uses lenders loss payee, in an amount not less than the original cost until this Agreement is terminated. You also agree to obtai a general pubile liability insurance put laY with such coverage and from such insurance carder as shall be satisfactory to us and to include us as an additional Insured on the policy Your insurance pollcy(s) wil provide for 10 days advance written notice to us of any modification or cancellation You agree to provide us corbficates or other evidence of'nsurance acceptable In us. If you fa Ito comply with [his requirement within 30 days after the start of this Agreement, we may charge you a monthly properly damage surcharge of up to 0035 of the Equipmenl cost as a result of our credit risk and administrative and other costs 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 EQUIPMENT We are not responsible for and you agree to hold us harmless and reimburse us for and to defend on our behalf against, any claim for any loss, expense, ability or injury caused by or in any way retaled to dei�very, costa lation, possessron ownorship, usa, condition nspaction. removal return or storage of the Equipment. You are responsible for the nsk of loss or for any destruction of or damage to the Eguipmenl You agree to promptly notify us In writing of any Toss or damage. If the Equipment is destroyed and %re have not o[herw:so agreed in writing. you will pay to us the unpaid balance of this Agreement ,ndudmg any future rent to the and of the term plus the anticipated residua value of the Equipment (both discounted at 2%). Any proceeds of Insurance coil be paid to us and credited against any oss or damage. Ali indemnities will survive the expiration or termination of this Agreement s. ASSIGNMENT. YOU HAVE NO RIGHT TO SELL„ TRANSFER, ASSIGNOR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT, without our prior written consent. Without our prior written consent, you shat not reorganize or merge with any other entity or transfer all or a substantial part of your ownership interests or assets We may sell, assign, or transfer this Agreement without notice. You agree that if we sell, assign or transfer this Agreement, our assignee will have the same rights and benefits that we have now and will not have to perform any of our obligations You agree that the new Ownerwill not be subject to any dams, defenses or offsets that you may have against us. You shal' oaoperete with us in executing 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 of the parties hereto and their respective successors and assigns s, DEFAULT AND REMEDIES: You will be In default if. (a) you do not pay any Payment or other sum due to us or when due or if you fall to perform in accordance with the covenants. terms and conditions of this Agreement or any other agreement with us or any of our affiliates. (b) you make or have made any 'a se statement or misrepresentation to us (c) there has been a materiel adverse change In your or any guarantor's financial, business oroperaling condition, or (d) any guarantor defej is under any guaranty lor this Agreement If any part of a Payment Is more than 5 days Isle you agree to pay a late charge of 10% of the Payment which Isla to, or if less, the maximum charge at owed bylaw If you are ever in default, at our option, we can terminate this Agreement and requ re that you pay the unpaid balance of this Agreement, including any future Payments to the and of the term plus the anticipated residual value of the Equipment (bolh discounted at 2%) We may recover default inlerest an any unpaid amount at the rate of 12% per year Concurrently and c mu'ahvsly we may also use any or all of the remedies available to us under Articles 2A and 9 of the UCC and any other law, ndud:ng requiring that you- (1) return the Equipment to us to a oration we specify and (2) immediately stop using any Financed Isms m addition we will have the right, immediately and without notice or other action. to set-off against any of your liabilities to us any money, ncluding depository account balances, owed by us to you whether or not due In the event of any dispute or enforcement of fights under this Agreement or any related agreement you agree to pay our reasonable attorneys fees (including any Incurred before or at trial, an appeal or in any other proceeding), actual court mats and any other collection costs, Including any collection agency fee Uwe have to take possession of the Equipment. you agree to pay the costs of repossessian moving, storage, repair and sale The net proceeds of the sale of any Equipment will be credited against what 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 enforce our rights under this Agreement will not prevent us from enforcing any this at a later time You agree that this Agreement is a "F nonce Lease' as defined by Article 2A of the UCC and your rights and remadles are governed exclusively by this Agreement. You waive all rights under seccons 2A 509 through 522 of the UCC. If Interest is charged or mt acted in excess of the maximum lawful rale we will not be subject to any penalties T. INSPECTIONS AND REPORTS; We wdl have the right at any reasonable tole, to inspect the Equipment and any documents relating to its use, maintenance and repa'r You agree to provide updated annual and/or quarterly financial statements to us upon request 9. WARRANTY DISCLAIMERS: YOU AGREE THAT YOU HAVE SELECTED THE SUPPLIER AND EACH REM 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 THIS 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 OBLIGATIONS 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 made by Owner, concerninn loans and other credit extensions must be in writing, express consldsration and be signed by Ownar to be enforceable. This Agreement may be modified only bywr.fien agreement and not by course of performance. This Agreement will be governed by and mnatruad In accordance with the low of the slate of the principal place of business of Owner or its assignee You consent to ,unsdktion and venue of any state or federal court in the state the Owner or Its assignee has its pine pa, place of bus nese For any action arising out of or relating'.o this Agreement or the Eq, prmnL YOU AND WE WAIVE ALL RIGHTS TO A TRILL BY JURY 29885 (2017 v') Page 2 of 2 Rev 0511312017 galle Ray Morgan Company State & Local Government APPLICATION NO AGREEMENT NO Equipment Rental Agreement 3131 Esplanade .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•' • FULL LEGAL NAME STREET ADDRESS City of San Rafael DBA City of San Rafael Police Department 1400 Fifth Avenue CITY STATE ZIP PHONE FAX San Rafael CA 94901 415-485-3000 BILLING NAME (IF DIFFERENT FROM ABOVE) BILLING STREET ADDRESS CITY STATE ZIP E-MAIL EQUIPMENT LOCATION (IF DIFFERENT FROM ABOVE) EQUIPMENTDESCRIPTION MAKE/MODEL/ACCESSORIES SERIAL NO Qty: 5 (Five) 3i + BOOST Water Dispensers - Standard Install Fee of $70 Per Unit Annual Maintenance Fee to cover all labor, service, parts, warranty work and all filters - 1st Year FREE; subsequent years is $149 per yr. This rental is a "Month -to -Month" contract; paid annually in advance ❑ See the attached Schedule A TERM I PA YMENT SCHEDULE 1 Annual Payments- of $ 4.140.00 The rent contract payment ('Payment/ period is monthly unless otherwise indicated plus applicable taxes Ray A. Morgan Company DATED You certify that all the Equipment listed above has been furnished, that delivery 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 Equipment from the supplier, and you may contact the supplier for a full description of any warranty rights under the supply contract, which we hereby assign to you for the tens of this Agreement (or until you default) Your approval as indicated below of our purchase of the Equipment from the supplier is a condition precedent to the effectiveness of this Agreement. D CONDITIONS (THIS AGREEMENT CONTAINS PROVISIONS SET FORTH BELOW. ALL OF WHICH ARE MADE A PART C 1. AGREEMENT: You agree to rent horn us for essential governmental purposes arty, the personal properly desoribed under 'EQUIPMENT DESCRIPTION' ON PAGE 1 and/or attached Schedule and as modified by supplements to this Agreement from time to time signed by you and us (such properly and any upgrades, replacements, parts, accessions, repairs and additions all referred herein as'Equlpmenr) and/or to finance certain-11censed software and services ('Financed Items, which are Included in the word 'Equipment' unless separately stated). You agree to all of the terms and conditions contained in this Agreement and any supplement, which (with the acceptance certification) together represent the entire agreement regarding the Equipment rAgreemenY) and which supersedes any purchase order, Invoice, request for proposal, response, proposal or other document You authorize us to correct or Insert missing Equipment Identifcatian Information and to make corrections to your proper legal name and address, as It may be needed. This Agreement becomes valid upon execution by us and begins on the delivery date and acceptance of the Equipment In order to provide for an orderly transaction and a uniform biling cycle, and unless otherwise specified, the 'Effective Dale' of this Agreement wig be the 20th day of the month following the Installation (for example, if the Equipment Is installed an June 5th the Effective Date will be June 20th). You agree to pay a pmrated rental amount for the period between the Installation and the Effective Data (Transition Billing') based an the ndnimum usage payment prorated an a (30) thirty day calendar month which will be added to your fast month invoice. In addition, should this Agreement replace a previous Ray A. Morgan Company generated equipment lease, a CLOSING BILL an the agreement being replaced, up to the installation date of the new equipment, will be sent appmAnnately (10) days after delivery of the new equipment. You agree to pay this CLOSING BILL charges as they represent valid charges for product and services provided under the prior agreement up to the Installation date of the new equipment Unless otherwise stated in an addendum hereto, this Agreementwill renew for montih4n-month basis unless you send us written notice at least 30 days before the end of the scheduled term that you want to return the Equipment If any provision of this Agreement is declared unenforceable, the other provisions herein shall remain in Ng force and effect to the fulest extent permitted by law. Z REPRESENTATIONS AND WARRANTIES: CUSTOMER: You hereby represent and warrant that (a) you have been duly authorized under the Constitution and laws of the appicable jurisdiction and by a resolution of your governing body to execute and deliver th's Agreement and to tarty out your obligations hereunder, (b) all legal requirements have been met, and procedures have been followed, Including pubic bidding, In order to ensure the enforceability of this Agreement; (c) this Agreements n compliance with all laws applicable to you, including any debt limitations or imitations an Interest rates or finance charges; (d) the Equipment will be used only for your essential governmental or proprietary functions consistent with the scope of your authority. will not be used in a trade or business of any person or enfily, by the federal government or for any personal, family or household use, and your need for the Equipment is not expected to dminish during the hem of this Agreement (e) you have funds available to pay Payments until the end of your current appmpdation period, and you Intend to request funds to make Payments in each appropriation peiiad from now until the end of the term of tit s Agreement and (Q your exact'egal name is as set forth an page one of this Agreement 3. RENT, TAXES AND FEES: Subject to paragraph 4. you will pay the monthly Payment (as adjusted) when due, plus any applicable sales, use and poperty taxes. The base Paymentwill be adjusted proportionateiy upward or downward: (1) by up to 10% to accommodate changes m the actual Equipment cost (2) if the shipping charges or taxes differ fmm the estimate given In you; and (3) to comply with the tax laws of the state in which the Equipment is located. If we pay any taxes, insurance or other expenses that you owe hereunder, you agree to reimburse us when we request 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 laws, which fees vary state -to -stale. By the dale the first Payment is due, you agree to pay us an origination fee, as shown on our invoke or addendum, to cover us for all closing costs. We will have the right to apply all sums, received from you, m any amounts due and owed to us under the terms of this Agreement. If for any reason your check is retuned for nonpayment you will pay us a bad check charge of $20 or, if less, the max mum charge allowed by law. We may make a profit an any fees, estimated tax payments and other charges pad under this Agreement (Confirwed on Page 2) 30360 (SLG) Page 1 of 2 Rev. 0511312016 4. NON -APPROPRIATION OR RENEWAL: If either sufficient funds are not appropriated to make Payments or any other amounts due under this Agreement or (to the extentrequtred by applicable law) this Agreement is not renewed, this Agreement shall terminate and you shall not he obligated to make Payments under this Agreement beyond the the"unent fiscal year for which funds have been appropriated. Upon such an event, you shag no lata than the end of the fiscal year for which Payments have been appropriated, dealer possession of the Equipment to us. t you fail to deliver possession of the Equipment to us, the termination shat nevertheless be effective but you shat be responsible, to the extent permitted by law and legally available funds for the payment of damages in an amount equal to the portion of Payments thereafter coming due that Is attributable te the number of days ata the termination during which you fail to delver possession and for any other loss suffered by us as a result of your failure to deliver possession as required. You shall notify us in writing within seven days after your failure to appropriate funds sufficient for the payment of the Payments or (to the extent required by applicable law) this Agreement is not renewed, but failure to provide such notice shall not operate to extend the Agreement term or result in any 11abilty, to you. 5. MAINTENANCE AND LOCATION OF EQUIPMENT; SECURITY INTEREST: At your expense, you agree to keep the Equipment In good repair, condition and working order, in compliance with applicable manufacturers' and regulatory standards; free and dear of all lens and claims; and only at your address sham an page 1, and you agree not to move it unless we agree. As long as you have given us the written notice as required'n paragraph 1 prior to the expiration or termination of this Agreements term, you wil return all but not less than all of the Equipment and all related manuals and use and maintenance records to a location we specify at your expense, In rata I resaleable condition, full working order and complete repair. You aresclely responsible for removing any data that may reside in the Equipment you return (and all expenses associated wilh its removal), Including but not limited to hard drives, disk drives or any other form of memory. We own the Equipment, excluding any Financed Items. We do not am the Financed Items and cannot transfer any interest in it to you. t this Agreement Is deemed to he a secured transaction. to the extenlpermited by law, you grant us a security interest In the Equipment to sense all amounts you awe us under arty agreement with us, and you authorize us to file a UCC financing statement 6. COLLATERAL PROTECTION; INSURANCE; INDEMNITY; LOSS OR DAMAGE: You agree to keep the Equipment fully insured against Oak and loss, with us as lender's loss payee, :n an amount not less than the original cost until this Agreement Is terminated. You also agree to obtain a general public Eability insurance policy with such coverage and from such insurance carrier as shall be satisfactory to us and to Include us as an additional insured on the policy. Your Insurance policy(les) WE provide for 10 days advance written notice to us of any modification or cancellaton. You agree to provide us certificates or other evidence of insurance acceptable to us. If you fall to comply with this requirement within 30 days after the start of this Agreement, we may charge you a monthly property damage surcharge of up to .0035 of the Equipment cost as a result of our credit risk and administrative and other costs, as would be further described on a letter from us to you. We may make a profit an this program. NOTHING IN THIS PARAGRAPH WILL RELIEVE YOU OF RESPONSIBILITY FOR LIABILITY INSURANCE ON THE EQUIPMENT. As between you and us, and to the extent permitted by law and legally available funds, you are responsible for and shag bear the risk of loss for, shall pay directly, and shag defend against any and all claims, liabilities, proceedings, actions, expenses, damages or losses arising under or related to the Equipment, including, but not Imited to, the possession, ownership, rent, use or operation thereof, except that you shag not bear the risk of loss of, nor pay for, any claims. labg.fies, proceedings actions, expenses, damages or losses that arise directly from events occurring ata you have surrendered possession of the Equipment in accordance with the terms of this Agreement to us or that arise directly firm our gross negligence or willful misconduct You agree to promptly notify us In writing of any loss or damage. If the Equipment Is destroyed and we have not otherwise agreed in writing, you will pay to us the unpaid balance of this Agreement, Including any NWre rent to the end of the term plus the anticipated residual price of the Equipment (both discounted at 2%) Any proceeds of Insurance will be paid to us and credited, at our option, against any loss or damage. You authorize us to sign on your behalf and appoint us as your atomey-In-fad to endorse In your name any Insurance drafts or checks Issued due to loss or damage to the Equipment 7. 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 consent, you shall not reorganize or merge with any other entity or transfer all ora substantial pat of your ownership Interests or assets. We may salt assign, or transfer this Agreement Wthout notice to or consent firm you, and you waive any right you may have to such notice or consent You agree that if we seg, assign or transfer this Agreement, our assignee will have the same rights and benefits that we have now and will not have to perform any of our obrgations. You agree that the new owner will not be subject to any claims, defenses, oroffsets that you may have against us. You shall cooperate with us in executing any documentation reasonably required by us orour assignee to effectuate any such assignment ThIs Agreement shag he binding on and inure to the benefit of the partes hereto and their respective successors and assigns. S. DEFAULT AND REMEDIES: You will be In default if: (a) you do not pay any Payment or other sum due to us or any other person when due or If you fail to perform In accordance with the covenants, terms and conditions of this Agreement, (b) you make or have made any false statement or misrepresentation to us, (c) you file bankruptcy, or (d) there has been a material adverse change in your financial business or operating condition. If any part of a Payment is more than 5 days late, you agree to pay a late charge of 10% of the Payment which Is late, or if Mss, the maximum charge allowed by law. If you are ever in default, at ow option, we can terminate this Agreement and require that you pay the unpaid balance of this Agreement Including any future Payments to the end of the term plus the anticipated residual value of the Equipment (bath discounted at 2%). We may recover default Interest an any unpaid amount at the rate of 12% per year. Concurrently and cumulatively, we may also use any or all of the remedies available to us under Articles 2A and 9 of the UCC and any other law, Including requiring that you: (1) realm the Equipment te us to a location we specify; and (2) Immediately stop using any Financed Items. In addition, we will have the right Immediately and without notice or other action, to sekff against any of your (abilities to us any money, Including depository account balances, owed by us to you, whether arnot due. In the event of any enforcement of our rights under this Agreement or any related agreement you agree to pay our reasonable attorney's fees (including any incurred before or at tial, on appeal or In any other proceeding), actual court costs and any other collection costs, Including any collection agency fee. If we have to take possession of the Equipment, you agree to pay the costs of repossession, moving, storage repair and sale. The net proceeds of the sale of any Equipment will be credited against what you owe us under this Agreement YOU AGREE THAT WE WALL NOT BE RESPONSIBLE TO PAY YOU ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES FOR ANY DEFAULT, ACTOR OMISSION BY ANYONE. Any delay or failure to enforce our rights under this Agreement WE not prevent us from enforcing any rights at a later time. You agree that this Agreement Is a *Finance Lease' as defined by Article 2A of the UCC and your rights and remedies are governed exclusively by this Agreement You waive at rights under sectors 2A508 through 522 of the UCC. If Interest is charged or collected In excess of the maximum lawful rate, we will not be subject to any penalties. In the event that legal proceedings relating to this Agreement (other than our enforcement of this Agreement after a default by you) are commenced In any court or before any other tribunal of competentjurisdiction, the legal fees and other reasonable costs and expenses of the prevailing party shall be paid by the non1wevailing party on demand of the prevailing party. 9. INSPECTIONS AND REPORTS: We will have the right at any reasonable time, to Inspect the Equipment and any documents relating to Its use, maintenance and repair. You agree to provide updated annual and/or quartarty financial statements to us upon request 10. FAXED OR SCANNED DOCUMENTS, MISC.: You agree to submit the original dulysigned documents to us via overnight coater the same day of the facsimile or scanned transmission of the documents. The original of this Agreement shag be that copy which bears your facsimile or original signature, and which bears our original signature. You waive the right to challenge In court the authenticity or binding effect of any faxed ar scanned copy or signature thereon. You agree to execute any further documents that we may request to carry out the Intents and purposes of this Agreement Ali notices shag be mailed or delivered by facsimile transmission or overnlghtmuderto the respective parties at the addresses shown on this Agreement or such other address as a party may provide in vaiting from fine to 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 NOT 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 THIS 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 OBLIGATIONS 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. 1L LAW, JURY WAIVER: Agreements, promises and commitments made by us, concerning loans and other gredil extensions must be In writing express consideration and be sinned by us to be enforceable This Agreement may be modified only by written agreement and not by course of performance. This Agreement will be governed by and construed In accordance with the law of the state In which you are located. You consent to ;urisdici on and venue of any stale or federal court in such state. For any action arising out of or relating to this Agreement or the Equipment, YOU AND WE WAIVE ALL RIGHTS TO A TRIAL BY JURY. 13. CALIFORNIA JUDICIAL REFERENCE AGREEMENT: The parties agree that any and all disputes, claims and controversies arising out of this Agreement (including, but not -meed to, actions arising :n contract or tort and any claims by a party against us related In any xray to the financing) (individually, a'Dispute*) that are brought before a lafum In which pre -dispute waivers of the right to trial by jury are invalid under appicab"e law shag be subject to the terms of this Section In lieu of the jury Bial walver(s) otherwise provided In this Agreement Any and all Disputes shag he heard by a referee and resolved by judicial reference pursuant to California Code of Civil Procedure Sections 638 at seq. The referee shall he a retired Calfom:a state courtjudge or an attorney licensed to practice law In the State of California with at least ten (10) years' experience practicing commercial law. The parties shall not seek to appoint a referee that may be disqual led pursuant to California Code of Civil Procedure Becton 641 or 641.2 without the prior written consent of all partes. If the partes are unable to agree upon a referee within ten (10) calendar days after one party serves a written notice of ntent forjudicial reference upon the other party or pates, then the referee will be selected by the court in accordance wrath California Code of Civil Procedure Section 640(b). The referee shall render a Milan statement of decision and shag conduct the proceedings in accordance Wt h the California Code of Civil Procedure, the Rules of Court and California Evidence Code, except as otherwise specifically agreed by the parties and approved by the referee. The referee's statement of decision shall set forth findings of fad and conclusions of law. The decision of the referee shag he entered as ajudgment In the court In accordance with the provisions of California Code of Civil Procedure Sections 644 and 645. The decision of the referee shall be appealable to the same extent and In the same manner that such decision would be appealable if rendered by ajudge of the superior court. Nothing in this Section shall be deemed to apply to or limit our rights (a) to exercise sell help remedies such as (but not limited to) setoff, (b) to foreclose judicially or nonjudicially against any real or personal property cc lateral, or to exercise judicial or nonjudidal power of sale rights, (c) to obtain from a court provisional or ancillary remedies (including, but not limited to, Injunctive relief, a writ of possession, prejudgment attachment a protective order or the appointment of a receiver), or (d) to pursue dghts against a party In a third -party proceeding In any action brought against us (including actions In bankruptcy court). We may exercise the fights set forth In the foregoing clauses (a) through (d), Inclusive before, dudng or atter the pendency of any judicial reference proceeding. Neither the exercise of set help remedies nor the Instbution or maintenance of an action for foreclosure or provisional or ancillary remedies or the opposition to any such provisional remedies shall constitute a waiver of the right of any party, Including, but not limited to, the claimant In any such action, to require submission to judicial reference the merits of the Dispute acasioning resort to such remedies. No provision In this Agreement regarding submission to jurisdiction and/or venue in any court Is Intended or shall be construed to be in derogation of the provisions in this Agreement forjudlcial reference of any Dispute. If a Dispute Incudes multiple claims, some of which are found not subject to this Section, the parties shall stay the proceedings of the Disputes or part or parts thereof not subject to this Section until all other Disputes or parts thereof are resolved in accordance with this Becton. If there are Disputes by or against multiple parties, some of which are not subject to this Section, the partes shag sever the Disputes subject to this Section and resolve them In accordance with this Section. During the pendency of any Dispute which is submitted to judicial reference In accordance with this Section, each of the parties to such Dispute shag bear equal shares of the fees charged and costs incwmd by the referee in performing the services described in this Section. The compensation of the referee shall not exceed the prevailing rate for Eke services. The prevailing party shag be entitled to reasonable court costs and legal fees, Including customary attorneys' fees, expert witness fees, paralegal fees, the fees of the referee and other reasonable costs and disbursements charged to the Party by its counsel, In such amount as Is determined by the referee. In the event of any challenge to the legally or enforceahlEty of this Section, the prevailing party shag be entitled to recover the costs and expenses from the non-prevai ing party, Including reasonable attorneys' fees, Incurred by t in connection therewith. 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. 30060 (SLG) Page 2 of 2 Rev. 05/1312016 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: Police Department Project Manager: Charly Taylor Extension: 3099 Contractor Name: Ray Morgan Contractor's Contact: Kerri Schultz Contact's Email:Kerri Schultze kschultze@raymorgan.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETEDRR W DEPARTMENT DATE i Check/Initial 1 Project Manager Contract needs to be re-signed. Same terms, 5/29/2018 ❑ however Ray Morgan didn't use the State and Local Government form and needs contact resigned. All terms appear to be the same. ❑ 2 City Attorney a. Review, revise, and comment on draft agreement Click here to and return to Project Manager enter a date. ❑ b. Confirm insurance requirements, create Job on Click here to PINS, send PINS insurance notice to contractor enter a date. ❑ 3 Project Manager Forward three (3) originals of final agreement to Click here to ❑ contractor for their signature enter a date. 4 Project Manager When necessary, * contractor -signed agreement ❑ N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or ❑ Public Works Contract > $125,000 Click here to Date of Council approval enter a date. 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 eel] agreement 7 City Attorney Review and approve insurance in PINS, and bonds/�� for Public Works Contracts 8 City Manager/ Mayor Agreement executed by Council authorized official 3 I 9 City Clerk Attest signatures, retains original agreement and Q forwards copies to Project Manager