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PD Equipment Water Rental~ Ray Morgan Company Equipment Water Rental L...-__ AP_P_L_'C_A_T'_O_N_N_O_. _....JIIL. __ A_G_RE_E_M_E_N_T_N_O_. _....l 3131 Esplanade" Chico, CA 95973" Phone. 5303436065" Fax 5303439470 The words User, Lessee, you and your refer \0 Customer. The words Owner, Lessor, we, us and our refer \0 Ray A. Morgan Company. CUSTOMER INFORMA TlON FULL LEGAl. NAME City of San Rafael DBA City of San Rafael Police Department CITY San Rafael STATE CA BILLING NAME (IF DIFFERENT FROM ABOVE) CITY San Rafael STATE CA EQUIPMENT LOCAT10N (IF DIFFERENT FROM ABOVE, EQUIPMENT DESCRIPTION MAKaMOCEUACCESSORES ( 4 ) 3i + BOOST ZIP 94901 ZIP 94901 STREET ADORESS 1400 Fifth Avenue PHONE 415-485-3000 BllUNG STREET ADDRESS PO Box 151560 E·MI\L FAX SERIAl NO Annual Maintenance fee to cover all maintenance, labor, service, parts, warranty work, and all filters, etc First vear is FREE after that it will be $149 annually. Standard install fee : 70 per unit AttiiUdl et7AIMazeUgmniGrway GSA8eiartefrttssd' Total Cost for 5 Units is $4,140/year o See the .'lached Schedule A TERM AND PA YMENT SCHEDULE 5 Annual Payments" of $ 4,140 The renl conlral:1 peymanl (,Paymenr) penad is monlhly unless Dlherwlse indlcaled . 'plus applicable Ia ... THIS IS A NONCANCELABLE I IRREVOCABLE AGREEMENT; THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED. OWNER ACCEPTANCE Ray A. Morgan Company ACCEPTANCE OF DELIVERY You cemty lhal aD IiIe EquipmOnllist.d _ lias boon MnIshed .... 1 do ..... 'Yond inslali>lIaII hHl>oefl fulyc:u""loIed and is sDlisl.clDlY Upon,.,.. Ilgning _. you, pro_ herein wi. bo inBYClCabIa and uncandllonalin aft rospods You unda .. land illal WIt hay. purchasad ilia Equi]:mDnl lrom lho suppHor, and you mlY .Dnllcllhe 'uppIla' fat D lull dDwlpllDn 01 ""y warranly righls und., lh. IUPpfy CORlrael. which we ha..tJy ... 1gn 10 )'011 IDlihe larm 0/ \hf$ AII-nl (D' unUi you delaul) You, approYBI89 Indicalnd below DI our purch .. a 01 Ihe Equ~menl lrom lho .u!llllie' is a cond~n pracadanllo lhe olfecliVen ... 0/ Ihl. Agreement CUSTOMER los.olorunced obavu) 29885 (2012 v1 I Ix SIGNATURE TITLE Page 10r2 DI\ TE OF OEllVERY Ray 0511312016 1. AGREEMENT: You agree 10 rent from us for businass purposes only, the personal property desaibed under 'EQUIPMENT DESCRIPTION' ON PAGE 1 andlor attached Schedule and as modified by supplements 10 this Agreement from time 10 line signed by you and us (such property and any upgradas, replacements, parts, actassions, repairs and additions all referred herein as 'Equipmenr) andlor to finance certain licensed software and services ("Financed Items", which are included in the word 'Equipment' unless separately stated). You agree to all of the terms and condiUons conlalned in this Agreement and any supplement, which (with the acceptance certification) together reprasent the entire agreement regarding the EqUipment ('Agreement") and which supersedes any purchase order or invoice. You authorize us to comect or Insert missing Equipment ldenlificatlon Inlormalion and 10 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 ~nd acceptance of the Equipment. In order to provide lor an orderly transaclion and a uniform blUing cycle, and unless otherwise specified, the "Effective Date" of this Agreement win be the 20th day of the month following the InstaUation (for example, if the Equipment is instaUed on June 5th the Effective Date will be June 20th). You agree to pay a prorated renlal amount for the period between the Installation and the Effective Date ("Transition BminQ") based on the mlnlmum usage payment prorated on a (30) thirty day calendar month which will be added to your first monlh Invoice. In addition, should thjs Agreement neplace a previous Ray A. Morgan Company generaled equipment rental, a CLOSING BILL on the agreement being replaced, up 10 the Installation date of the new equipment, will be sent approximately (10) days after delivery of the new equipment. You agree to pay this CLOSING BILL chargas as they represent vaid charges for product and services provided under the prior agreement up to the installation dale of the new equipment. Unless otherwise staled in an addendum hereto, this Agreement will renew for 12-month term(s) unlass you send us written notice 90 days before the end of any term that you want to return the Equipment. If any provision of this Agreement Is declared unenforceable in any jurisdiction. the other provisions herein shall remain In full force and effect in that jurisdiction and all others. 2. RENT, TAXES AND FEES: You will pay the monthly Payment (as adjusted) when due, piUS any applicable salas, use and property !axas. The base Payment will be edjusted proportionately upward or downwanI; (1) by up to 10% to accommodale changes In the actual Equipment cost; (2) H the shipping charges orlaxas ailler from the astimate given to you; end (3) to comply with the lax laws of the stale In which the Equipment Is located . If we pay any Iaxas, insurance or other expenses that you owe hereunder, you agree 10 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 Commertial Code (UCC) or other laws, which fees vary stale-to-slale. By the date the first Payment Is due, you agree to pay us an origination fee, as shown on our invoice or addendum, to cover us for all closing costs. We win have the right to apply aU SUIIIS. received from you, to any amounts due and owed to us under the terms of this Agreement. If for any reason your check is returned for nonpaymen~ you will pay us a bad check charge of $20 or, H 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, condiHon and working order, in compliance with appliceble manufacturers' and regulalory slandards; free and clear of all liens and cleims; 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 nollce es required in paragraph 1 prior to the expiration or termination of this Agreement's term, you wnt return all but not less than en of the Equipment and all related manuels end use and meintenance records 10 a location we specify, at your expense, In relan re-saleable condition, full working order and complete repair. We own the Equlpmen~ exciudlng any Financed Items. We do not own the Financed Items and cannot transfer any Interest in it 10 you. If this Agreemenl is deemed 10 be a secured transaction, you grant us a security Interest In the Equipment to secure al amouolS you owe us under any agreement with us, and you authorize us to file a financing stalement (UCC-1). You wm not change your state of organization, headquarters or residence withoul prov'ding prior wrilten notice to us so that we may amend or file a new UCC-l. You will notify us within 30 days If your stale of organization revokes or lerminates your existence. 4. COLLATERAL PROTECTION; INSURANCEj INDEMNITY; LOSS OR DAMAGE: You agree to keep the Equipment fuDy insured against risk and loss, with us as lende(s loss payee, in an amount not less than the original cost until this Agreement Is terminated. You also agree 10 obtain a general public liabiHty insurance policy with such coverage and from such insurance canter as shall be satisfactory to us and 10 include us as an addllional insured on the policy. Your insurance policy(s) will provide for 10 days advance written notice to us of any modification or cancellation. You agree to provide us certificates or other evidence of insurance acceplabie to us. If you fail to comply wilh this requirement within 30 days after the start of this Agreemenl, we may charge you a monthly property damage surcharge of up to .0035 of the Equlpmenl cost as a result of our ctedil risk and administrative and other costs, as would be further desaibed on a leHerfrom 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 hannless and reimburse us for and to defend on our ~half against, any claim for any loss. expense.tlabilily or Injury caused by or in any way related to delivery, Installation, possession, ownership, use, condlllon, Inspection. removal, retum or slorage of the EquipmenL You are responsible for 1I1e risk ofloss or for any destruction of or damage to the Equipment. You agree 10 prompUy notify us In writing of any loss or damage. If the Equipment Is destroyed and we have not otherwise agreed In wrlllng, you will pay to us the unpaid balance of this Agreement, including any future rent to the end of the term plus the anHcipated residual value of the Equipment (both discounled at 2%). Any proceeds of Insurance wil be paid to us and credited against any loss or damage. AM Indemnities will survive the expiration or lermination of this Agreement. 5. ASStGNMENT: YOU HAVE NO RIGHT TO SELL, TRANSFER, ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT, without aur prior written consent, Without our prior written consent, you shall not reorganize or merge with any other entity or transfer all or a subslanlial 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 Ihls Agreement, our assignee wil have the same rights and benefits that we have now and wiD not have 10 perform any of our obligations. You agree Ihat the new OlYnerwill not be subject to any clailllS, defenses, or oHsets that you may have against us. You shall cooperate with us In exeCllling any documenlation 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 the~ respective successors and assigns. 6. DEFAULT AND REMEDIES: You wil be In defaull if. (a) you do not pay any Payment or other sum due to us or when due or if you fail to perform in accordance with the covenants, terms and conditions of this Agreement or any other agreement with us or any of our affillales, (b) you make or have made any false s1aternent or mlsrepresentation to us, (c) there has been a material adverse change in your or any guaranto(s financial , business or operating condition, or (d) any guaranlordefaults under any guaranty for this Agreement." any part of a Payment Is more than 5 days late, you agree to pay a late charge of 1 00/0 of the Payment which Is late, or'fless , the maximum charge allowed bylaw. If you are ever in deraul~ atouroption, we can termlnale this Agreement and require that you pay the unpaid balance of this Agreemen~ including any future Paymenls to the end of the term plus the anticipated residual value of the Equipment (both discounted at 2%). We may recover defaull interest on any unpaid amount at the rate of 12% per year. Concurrentiy 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 thai you: (1) return the Equipment to us to a locetion we specily; and (2) Immedlalely slop using any Financed lIems_ln addition, we will have the right, Immediately and without notice or other action, 10 set-off againsl any of your liabilities to us any money, Including depository account balances, owed by us to you, whe1l1er or not due. In the event of any dlspule or enforcement of rights under this Agreement or any related agreemenl, you agree to pay our reasonable attomey's fees (including any incurred before or at trial, on appeal or in any oiher proceeding), aclual court costs and any other collection costs, Including any coUection agency fee. 11 we have 10 lake possession of the EqUipment, you agree to pay the costs of nepossession, moving, slorage, repair and sata. The net proceeds of the sale of any Equipment wiD 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 p.m DEFAULT, ACT OR OMISSION BY ANYONE. Any delay or failure to enforce our rights under this Agreement wiM nol prevent us from enforcing any rights at a later time . You agree thai Vlis Agreement is a "Finance Lease' as defined by Article 2A of the UCC and your righls and remedies are governed exclusively by this Agreement. You waive aU rights under sections 2A-508 through 522 of the UCC. If inlerest is charged or coUected in excess of the maximum lawful rate, we will not be subjecl to any penalties . 7. INSPECTIONS AND REPORTS: We will have the righ~ at any reasonable time . 10 Inspect the Equipment and any documents relating to lis use, maintenance and repair. You agree to provide updated annual andlor quarte~y financial statemants to us upon requesl 8. WARRANTY DISCLAIMERS: YOU AGREE ' THAT YOU HAVE SELECTED THE SUPPLER 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. THESUPPUER IS NOT AN AGENT OF OURS AND WE ARE NOT AN AGENT OF THE SUPPLIER, AND NOTHING THE SUPPUER 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 SOFlWARE AND ANY FINANCED ITEMS. 9. LAW, JURY WAIVER: Agreements. promises and commllments mad. by Owner. concerning loans and other credit extensions must be in writing. express conSideration and beslgned by Owner to be enforceable. This Agreemenl may be modified only by written agreement and not by course of performance. This Agreement win be governed by and construed in accordance with the law of the stale of the princlpal place of business of Owner or Us assignee. You consent to jurisdiction and venue of any state or federal court in the stale the Owner or its assignee has Its principal place of business. For any acUon ariSing out of or relating to this Agreement or the Equipment YOU AND WE WAIVE ALL RIGHTS TO A TRIAL BY JURY. 29885 (2017 v1) Page 2 0/ 2 Rev 0511312017 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 PI~ ;~ bonds (for Public Works Contracts) 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 4/13/2018 N/A N/A IZl N/A Or 4/2/2018 3/23/18 '1/13/ I ~ '1/13/ Iff ~ If I 11k" ~,,\o ,,~ REVIEWER Check/Initial IZl IZl IZl LG IZl LG IZl IZl ~ -~ ~ yYr~