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HR Canon Rental Agreement with Golden Gate Office SuppliesGOLDEN GATE 927 Howard St, San Francisco, CA 94103 (415) 621-2222 OFFICE SOLUTIONSSM 8 PURCHASING 8 LEASING 6 RENTAL 8 DEMO 8 LOANER 8 OTHER: City of San Rafael -HR DEPARTMENT 1400 Fifth Ave Suite 210 City STATE ZIP SF CA 94915 TELEPHONE FAX 415-485-3070 ATTENTION 10/18/17 SHIPPING ADDRESS CITY TELEPHONE KEY OPERATOR Email CUSTOMER ORDER STATE ZIP FAX By signing this Contract Customer acknowledges and agrees: (a) this Contract is NONCANCELABLE; and (b) this Contract -s the entire agreement between Customer and Golden Gate Office solutions relating to the equipment and services described herein, and can he changed only by written agreement signed by both parties CUSTOMER AUT ORIZATI APPROVED BY GOLDEN GATE OFFICE SOLUTIONS SIGNATURE J1 SCh tZ BY City Manager ( �(h � TITLE DAIE TITLE DATE Gl --)) - 9,1v STATE OF CALIFORNIA NASPO PRICING 60 MONTHS ANNUALIZED 1 0605CO03BB IMAGERUNNER ADVANCE C55351 109.62 $ 1,315.44 1 06100002AA UNITAI 21.21 $ 254.52 1 0615CO02AA STAPLE FINISHER 28.53 $ 342.36 1 0166CO07AA FAX BOARD AS2 9.38 $ 112.56 1 COLOR BASE SERVICE AND SUPPLIES FOR 600 @ $.063/PAGE 37.80 $ 453.60 1 B&W BASE SERVICE AND SUPPLIES FOR 3500 @ $.0074 25.90 $ 310.80 TO BE LEASED AT: CFS PER MONTH FOR: MONTHS: 60 SECURITY DEPOSIT $ - NETWORK SUPPORT CONTRACT: CONDITIONS OF • HOURS OR: MONTH(S), WHICHEVER COMES FIRST OR COMMENTS:SUBTOTAL $ - 385.00 TOTAL SOLUTION LEASE ATTACHED 5 ANNUAL LEASE PAYMENTS OF $2789.28 PLUS APPLICABLE TAXES GGOS TO TERMINATE EXISTING LEASE AND RETURN TO LEASING COMPANY AT NO CHARGE TO THE CITY DELIVERY NETWORK POWER FLTR TAXES • 1 LESS DEPOSIT INC $ 385.00 $ 385.00 By signing this Contract Customer acknowledges and agrees: (a) this Contract is NONCANCELABLE; and (b) this Contract -s the entire agreement between Customer and Golden Gate Office solutions relating to the equipment and services described herein, and can he changed only by written agreement signed by both parties CUSTOMER AUT ORIZATI APPROVED BY GOLDEN GATE OFFICE SOLUTIONS SIGNATURE J1 SCh tZ BY City Manager ( �(h � TITLE DAIE TITLE DATE Gl --)) - 9,1v Ca -HO -H CANON FINANCIAL SERVICES. INC. ('CFS') COST PER COPY Remittance Address 14904 Collections Center Or Chicago, Illinois 60693 (800) 220.0200 NON -CANCELABLE RENTAL AGREEMENT CFS -1031(01117) CFS'AGREEMENT NUMBER COMPANY LEGAL NAME SAN RAFAEL CITY OF DBA HUMAN RESOURCES PHONE ( Customer) BILLING ADDRESS 1400 FIFTH AVE SUITE 210 CITY COUNTY SAN RAFAEL STATE ZIP CA 94915 EQUIPMENT ADDRESS CITY COUNTY STATE ZIP Make / Model / Accessory Serial Number Monthly Guaranteed Overage Copy Charge Minimum Copies Black 8 White Color Black 8 White) (Color) Initial Meter Reading Black 8 White Color CANON IRA -C55351 3500 600 $.0074 $.063 TOTALS Guaranteed Copy Plan: Windividual Payment Frequency: ❑ Monthly Meter Reading Frequency: ❑ Monthly ❑ Aggregate (Totals only required) ❑ Quarterly ®y Other ANNUAL ❑ Quarterly 90ther ANNUAL Term: 60 months ' Plus Applicable Taxes Minimum Monthly Rental Payment': $2769.28 Service and Supplies Included ': ❑ Supplies ❑ Maintenance THIS AGREEMENT IS NON -CANCELABLE BY CUSTOMER. CUSTOMER REPRESENTS THAT ALL ACTION REQUIRED TO AUTHORIZE EXECUTION OF THIS AGREEMENT ON BEHALF OF THE CUSTOMER BY THE FOLLOWING SIGNATORIES HAS BEEN TAKEN. THE UNDERSIGNED AS READ, UNDERSTANDS AND HEREBY AGREES N ALL OF;' nTERPAS ANDFONDITIONS SET FORTH IN THIS AGREEMENT. ("Dealer") By: X Title: 1,11y Manager Printed Name Email address _11111-Schilt7kity0fsan1l a f a e 1 . ax;Dd: — If proprietor, DOB: Date org By: X Title Printed Name: Email address To. Dealer Customer certifies that (a) the Equipment referred to in this Agreement has been received, (b) installation has been completed, (c) the Equipment has been examined by Customer and sin good operating order and condition and is, in a I respects satisfactory to Customer, and (d) the Equipmenl is irrevocably accepted by Customer for all purposes under this Agreement. Accordingly, Customer hereby authorizes bi:lmg under this Agreement. Printed Name. Title Of any): Date. TERMS AND CONDITIONS 1. AGREEMENT: Dealer rents to Customer, a organized under the laws of the Stale of , with its chief executive office at and Customer rents from Dealer all the equipment described above, together with all replacement parts and substitutions for and additions to such equipment ('Equipment), upon the terms and conditions set forth in this Cost Per Copy Rental Agreement ('Agreement). This Agreement is entered into between Customer and Dealer, but Dealer intends to assign it to Canon Financial Services, Inc ('CFS), with its place of business at 15B Gaither Drive. Suite 200, Mount Laurel, New Jersey 08054, and CFS shall succeed m Dea'er's rights and benefits hereunder, including ownership of and title to the Equipment, but not the Dealer's obligations hereunder Prior to such amgnment Dealer shall be 'Lessor', after such assignment CFS shall be -Lessor 2. TERM OF AGREEMENT: This Agreement shall be effective on the date the Equipment is de'ivered to Customer ('Commencement Date), provided Customer executes Lessors form of acceptance (-Acceptance Certificate') or otherwise accepts the Equipment as specified here In. The tern of this Agreement begins an the date accepted by Lessor or any later dale that Lessor designates (-Agreement Dalel,and shall consist of the payment periods specified above, any Interim Period, and any renewal periods After acceptance of the. Equipment Customer shall have no right to revoke such acceptance or cancel this Agreement during the term hereof The term of this Agreement shall end, unless sooner terminated by Lessor when all amounts required to be paid by Customer under this Agreement have been paid as provided and either (a) Customer has purchased the Equipment in accordance with the terms hereof or (b) the Equipment has been returned at the end of the scheduled term or renewal term in accordance with the terms hereof. Customer has no right to return the Equipment to Lessor prior to the end of the schedu'ed term of this Agreement for any reason whatsoever including, without limitation, payment of all amounts due hereunder prior to the end of the scheduled term 3. PAYMENTS: Customer agrees to pay to Lessor, as invoiced, during the term of ths Agreement, (a) the payments specified under 'Minimum Monthly Rental Payment" and any 'Overage Copy Charges' above and (b) such other amounts permitted hereunder as invo'ced by Lessor ('Payments') Customer also agrees to pay to Lessor an interim payment in an amount equal to 1130th of the monthly amount of the Payment multiplied by the number of days between the Commencement Date and the Agreement Date finladm Period) as determined by Lessor. The Payment specified above is based on the suppliers best estimate of the cost of the Equipment and any related services and supplies Customer authorizes Lessor to adjust the Payment here'n by up to fifteen percent (15%) if the actual total cost or the Equipment and any related services and supplies, including any sales or use tax.:s more or ess than originally estimated Once in each twelve (12) month period following the first anniversary of this Agreement, Dealer has the right to increase both (i) the portion of the Minimum Monthly Renta! Payment related to copy charges and (I!) the Overage Copy Charge on each anniversary of the Commencement Date in an amount not to exceed fifteen percent (15%) of such charges which were in effect immediately prior to such price increase. Customer shall remit al Payments hereunder directly to CFS at 149M Collections Center Drive Chicago, Illinois 60693, unless otherwise directed by Lessor Customers obligation to pay all amounts due under this Agreement and at 'other obrgations hereunder is absolute and unconditional and is not subject to any abatement, set-off. defense, or counterclaim for any reason whatsoever 4. APPLICATION OF PAYMENTS; METER READING: All Payments received by Lessor from Customer under this Agreement will be applied to amounts due and payable hereunder chronologically, based on the date of the charge shown on the invoice for each such amount, and among amounts having the same date in such order as Lessor, nits discretion may determine. Customer agrees to advise Dealer of the meter readings for the Equipment upon request 5. NO LESSOR WARRANTIES: CUSTOMER ACKNOWLEDGES THAT NEITHER DEALER NOR CFS IS A MANUFACTURER, AND CFS IS NOT A DEALER OR SUPPLIER OF THE EQUIPMENT CUSTOMER AGREES THAT THE EQUIPMENT IS RENTED 'AS IS" AND IS OF A SIZE. DESIGN, AND CAPACITY SELECTED BY CUSTOMER. CUSTOMER ACKNOWLEDGES THAT NEITHER DEALER NOR CFS HAS MADE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE PERSONAL GUARANTY The undersigned (whether one Or more are specified, Guarantor(s)') in consideral on of the Dea'er identified above (' Dealer) entering into and Canon Financial Services, Inc ("CFS") accepting an assignment of (prior to such assignment, Dealer shag be the Lessor', and after such assignment, CFS shall be Lessor), an agreement (together with any schedules or supplements thereto "Agreement") with Customer identified above (-Customer) irrevocably and unconditionally jointly and severally, guarantee to Lessor, and its successors and assigns. the payment when due of all amounts owed under the Agreement (whether at maturity or upon the occurrence of an event of default or otherwise) and the performance of a'I terms of the Agreement and any other transaction between Customer and Lessor (co lectively, "Liabilities). f Customer shall fail to pay or perform any Liabfdies when due, Guarantors shall, upon demand. pay any amounts which maybe due from Customer and lake any action required of Customer under the Agreement This is an absolute and continuing guaranty and Guarantors' liability under this Guaranty is primary and will not be affected by any settlement, extension, renewal or modifical'on of the Agreement or any discharge or release of Cuslomers obligations, whether by agreement or operation of law Ifanyy payment on the L ablifies is thereafter set aside, recovered or required to be returned for any reason (includ'ng without imitation the bankruptcy, insolvency or reorganization of Customer or any other person), the Liabilities to which such payment was applied shall for the purposes of this Guaranty be deemed to have continued in existence, notwithstanding such application, and this Guaranty shall be enforceable as to such LiabilAies as fully as if such application had never been made This Guaranty may be terminated only upon sixty (60) days pror written notice to Lessor. and such termination shall be effective only as to Liab !flies aris'ng under schedules supp emenls, or agreements entered into after the effective dale of termination and shall not affect Lessor's rights under this Guaranty arising out of the Agreement or other agreements entered into prior to such date Guarantors wave all damages, demands, presenbments and notices of every kind and nature, any rights of set-off, and any defenses avai�able to a guarantor (other than the defense of payment and performance in full) under applicable ,aw Guarantors further waive any (i) notice of the incurring of indebtedness by Customer and the acceptance of this Guaranty, :ii) right to require suit against Customer or any other party before enforcing this Guaranty and (iii) right of subrogation to Lessors rights aga nst Customer unfit the Liabilities are satisfied in full Any (a) renewals and extensions of time of payment, (b) release, substitution or compromise of or realization upon the Equipment other guaranties or any collalera security and (c) exercise of any other right under this or any other agreement between Lessor and Customer or any thud party, may be made, granted and effected by Lessor without notice to Guarantors and without in any manner affecting Guarantors' liability under this Guaranty Guarantors shail pay all expenses (including attorneys' fees and legal expenses) paid or incurred by Lessor in endeavoring to collect the Liabilities, or any part thereof and in enforcing this Guaranty. THIS GUARANTY SHALL FOR ALL PURPOSES BE DEEMED A CONTRACT ENTERED INTO IN THE STATE OF NEW JERSEY THE RIGHTS OF THE PARTIES UNDER THIS GUARANTY SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES. ANY ACTION BETWEEN GUARANTORS AND LESSOR SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT LOCATED IN THE COUNTY OF CAMDEN OR BURLINGTON, NEW JERSEY, OR AT LESSOR'S SOLE OPT ON IN THE STATE WHERE ANY GUARANTOR, CUSTOMER OR THE EQUIPMENT IS LOCATED GUARANTORS BY THEIR EXECUTION AND DELIVERY HEREOF, IRREVOCABLY WAIVE OBJECTIONS TO THE JURISDICTION OF SUCH COURTS AND OBJECTIONS TO VENUE AND CONVENIENCE OF FORUM THE GUARANTORS BY THEIR EKECUTION AND DELIVERY HEREOF, AND _ESSOR, BY ITS ACCEPTANCE HEREOF. HEREBY IRREVOCAB. Y WA VES ANY RIGHT TO A JURY TRIAL IN ANY SUCH PROCEEDINGS Guarantors agree that Lessor may accept a facsimile or other electronic transmission of this Guaranty as an original, and that other facsimile or etecuomcatly tnnsmmed copies of Guarantors' signatures will be treated as an original for all purposes Printed Name Signature (no title) Date. Address Phone Printed Name Signature (no title) Cate. Address Phone CFS -1031 (01+171 Page 1 of 2 SEE REVERSE SIDE FOR ADDITIONAL TERMS AND CONDITIONS SUITABILITY OR DURABILITY OF THE EQUIPMENT, THE ABSENCE OF ANY CLAIM OF INFRINGEMENT OR THE LIKE, OR ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Any warranty with respect to the Equipment made by the manufacturer, Dealer, or supplier is separate from, and is not a part of this Agreement, and shall be for the benefit of CFS, Customer, and CFS' successors or assignees, if any. So long as Customer is not in breach or default of this Agreement CFS assigns to Customer any warranties (including those agreed to between Customer and the manufacturer, Dealer, or supplier) which CFS may have with respect to any item of Equipment; provided that the scope and limitations of any such warranty shall be solely as set out in any agreement between Customer and such manufacturer, Dealer, or supplier or as otherwise specified in warranty materials from such manufacturer, Dealer, or supplier and shall not include any impried warranties arising solely from CFS' acquisition of the Equipment CUSTOMER ACKNOWLEDGES THAT NEITHER THE SUPPLIER NOR ANY DEALER IS AUTHORIZED TO WANE OR ALTER ANY TERM OF THIS AGREEMENT OR ANY SCHEDULE, OR TO MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THIS AGREEMENT OR THE EQUIPMENT ON BEHALF OF CFS. 6. ACCEPTANCE; DELIVERY: Customers execution of the Acceptance Certificate, or other confirmation of Cuslomers acceptance of the Equipment shall conclusively establish that the Equipment has been delivered to and accepted by Customer for all purposes of this Agreement and Customer may not, for any reason, revoke that acceptance; however, if Customer has not within ten (10) days after derivery of such Equipment delivered to Lessor written notice of any non- acceptance, specifying the reasons therefor and specifically referencing this Agreement Customer shall be deemed to have irrevocably accepted such Equipment Lessor Is the owner of the Equipment and has rented the Equipment to Customer under this Agreement As between Lessor and Customer, this Agreement shall supersede any Customer purchase order in its entirety, notwithstanding anything to the contrary contained in any such purchase order. Customer agrees to waive any right of specific performance of this Agreement and shall hold CFS harmless from damages Iffor any reason the Equipment is not delivered as ordered, if the Equipment is unsatisfactory, or if CFS does not accept assignment of this Agreement Customer agrees that any delay in delivery of the Equipment shall not affect the validity of this Agreement. 7. LOCATION; LIENS; NAMES; OFFICES: Customer shall not move the Equipment from the location specified herein exceptwith the prior written consent of Lessor. Customer shall keep the Equipment Bee and clear of all claims and liens other than those in favor of Lessor. Customers legal name (as set forth In its constituent documents filed with the appropriate governmental office or agency) is as set forth herein The jurisdiction of organization and chief executive office address of Customer are as set forth herein. Customer shall provide Lessor with written notice at least thirty (30) days prior to any change of its legal name, chief executive office address or its form of organization (including, without limitation, its jurisdiction of organization), and shall execute and deliver to Lessor such documents as required or appropriate. 8. WARRANTY OF BUSINESS PURPOSE; USE; PERSONAL PROPERTY; FINANCING STATEMENTS: Customer represents and warrants that the Equipment will not be used for personal, family, or household purposes. Customer shall comply with all laws and regulations relating to the use and maintenance of the Equipment. Customer shall put the Equipment only to the use contemplated by the manufacturer. The Equipment shall remain personal property regardless of whether it becomes affixed to real property or permanently rests upon any real property or any improvement to real property. Customer authorizes Lessor (and any third party filing service designated by Lessor) to execute and file (a) financing statements evidencing the interest of Lessor in the Equipment (including forms containing a broader description of the Equipment than the description set forth herein), (b) continuation statements in respect thereof, and (c) amendments thereto, and Customer irrevocably waives any right to notice thereof. 9. INDEMNITY: Dealer is responsible for installation of the Equipment. Customer shall reimburse Lessor for and defend Lessor against any claim for lasses or injury caused by the Equipment. This Section shall survive termination of this Agreement 10. MAINTENANCE: The charges established by this Agreement include payments for services and supplies, and Dealer is responsible far providing those services and suppries described in 'Service and Supplies Included' above. Service will be performed by Dealer during regular business hours (9:00 a.m. to 5:00 p. m., Monday through Friday, except holidays) at no cost to Customer other than as set forth below. Customer shall use reasonable care In handling and operation of the Equipment Dealer shall have the right to inspect repair and remove Equipment and/or read the meter at any time during Customers business hours. Any service work made necessary by Customers willful act or negrigence Qncluding, without limitation, damage to any photoreceptor copier drums('Copler Drums') and use of supplies other than those distributed by Dealer which cause abnormally frequent service calls or service problems), or any service work Customer may request to be performed outside regular business hours, shall be invoiced in accordance with Dealers established service policies. Dealer shall have the right to substitute equivalent Equipment at any time during the term of this Agreement. Paper must be purchased separately by Customer. Customer acknowledges that CFS will not be responsible for any service, repairs or maintenance of the Equipment whether provided for in this Agreement or in any other agreement between Dealer and Customer, and that if Customer has a dispute regarding the Equipment or the maintenance thereof, Customer shall continue to pay all charges due under this Agreement without deducting or withholding any amounts. 11. TAXES; OTHER FEES AND CHARGES: CUSTOMER SHALL PAY AND DISCHARGE WHEN DUE ALL LICENSE AND REGISTRATION FEES, ASSESSMENTS, SALES, USE, PROPERTY AND OTHER TAXES, AND OTHER EXPENSES AND CHARGES, together with any applicable penalties, interest and administrative fees now or at any time imposed upon any Equipment the Payments, or Customers performance or non-performance of its obligations hereunder, whether payable by or assessed to Lessor or Customer. If Customer fails to pay any such fees, assessments, taxes, expenses or charges as required hereunder, Lessor shall have the right but not the obligation to pay those fees, assessments, taxes, expenses and charges, and Customer shall promptly reimburse Lessor, upon demand, for all such payments made plus administrative fees and costs, if any. Customer acknowledges that where required by law, Lessor will file any notices and pay personal property taxes levied on the Equipment Customer shall reimburse Lessor for the expense of such personal property taxes as invoiced by Lessor and pay Lessor a processing fee not to exceed $50 per year per item of Equipment that is subject to such tax. Customer agrees that Lessor has not and will not render tax advice to Customer, and that payment of such taxes is an administrative act. ON THE DATE OF THE FIRST SCHEDULED PAYMENT AND THE DATE OF THE FIRST SCHEDULED PAYMENT AFTER THE ADDITION OF ANY EQUIPMENT, CUSTOMER SHALL PAY TO LESSOR A DOCUMENTATION FEE, IN THE AMOUNT OF $85, TO REIMBURSE LESSOR FOR ITS ADMINISTRATIVE AND RECORDING COSTS. 12. INSURANCE: Customer, at its sole cost and expense, shall, during the term hereof including all renewals and extensions, obtain, maintain and pay for (a) Insurance against the loss, theft or damage to the Equipment for the full replacement value thereof, and (b) comprehensive pubric liability and property damage insurance. All such insurance shall provide for a deductible not exceeding $5,000 and be In forth and amount and with companies satisfactory to Lessor. Each insurer providing such insurance shall name Lessor as additional insured and loss payee and provide Lessor thirty (30) days' written notice before the policy in question shall be materially altered or canceled. Customer shall pay the premiums for such insurance, shall be responsible far all deductible pardons thereof, and shall deriver certificates or other evidence of insurance to Lessor. The proceeds of such insurance, at the option of Lessor, shall be applied to (a) replace or repair the Equipment or (b) pay Lessor the 'Remaining Rental Balance; which shall be the sum of. (i) all amounts then owed by Customer to Lessor under this Agreement Plus n the present value of all remaining Payments for the full tern of this Agreement 2 us (iii) the 'Asset Value,' which shall be the Fair Market Value of the Equipment (as defined herein); Dius (iv) any applicable taxes, expenses, charges and fees. For purposes of determining present value under this Agreement Payments shall be discounted at three percent (3%) per year. Customer hereby appoints Lessor as Customers attomey-in- fact solely to make claim for, receive payment of, and execute and endorse all documents, checks, or drafts for any loss or damage under any such insurance policy. If within ten (10) days after Lessors request Customer fails to deliver satisfactory evidence of such insurance to Lessor, then Lessor shall have the right but not the obligation, to obtain insurance covering Lessors interests in the Equipment and add the costs of acquiring and maintaining such insurance, and an administrative fee, to the amounts due from Customer under this Agreement Lessor and any of its affiliates may make a profit on the foregoing. 13. LOSS; DAMAGE: Customer assumes and shall bear the entire risk of loss, theft of, or damage to the Equipment from any cause whatsoever, effective upon delivery to Customer. No such loss, theft or damage shall rerieve Customer of any obligation under this Agreement In the event of damage to any Equipment Customer shall immediately repair such damage at Customers expense. If any Equipment is lost stolen, or damaged beyond repair, Customer, at the option of Lessor, will (a) replace the same with like equipment in a condition acceptable to Lessor and convey clear title to such equipment to Lessor (and such equipment will become 'Equipment' and be subject to the terms of this Agreement), or (b) pay Lessor the Remaining Rental Balance. Upon Lessors receipt of the Remaining Rental Balance, Lessor shall transfer the applicable Equipment to Customer'AS-I S, WHERE -1 S' without any representation or warranty whatsoever, except fortitie, and this Agreement shall terminate with respect to such Equipment 14. DEFAULT: Any of the following events or conditions shall constitute an Event of Default under this Agreement (a) Customer defaults In the payment when due of any indebtedness of Customer to Lessor, whether or not arising under this Agreement without notice or demand by Lessor, (b) Customer or any guarantor of Customers obligations hereunder ('Guarantorl ceases doing business as a going concern; (c) Customer or any Guarantor becomes Insolvent or makes an assignment for the benefit of creditors; (d) a petition or proceeding is filed by or against Customer or any Guarantor under any bankruptcy or Insolvency law; (e) a receiver, trustee, conservator, or liquidator Is appointed for Customer, any Guarantor, or any of their property; (f) any statement representation or warranty made by Customer or any Guarantor to Lessor is incorrect in any material respect or (g) Customer or any Guarantor who is a natural person dies 15. REMEDIES: Upon the happening of any one or more Events of Default Lessor shall have the dg ht to exercise any one or all of the following remedies (which shall be cumulative), simultaneously, or serially, and in any order. (a) to require Customer to immediately pay all Payments hereunder (whether or not then due) and other amounts due under this Agreement with Lessor retaining fide to the Equipment; (b) to terminate any and all agreements with Customer, (c) with or without notice, demand or legal process, to enter upon the premises wherever the Equipment may be found, to retake possession of any or all of the Equipment and (i) retain such Equipment and all Payments and other sums paid hereunder, or n sell the Equipment and recover from Customer the amount by which the Remaining Rental Balance exceeds the net amount received by Lessor from such sale; or (d) to pursue any other remedy permitted at law or in equity. Lessor (i) may dispose of the Equipment in its then present condition or following such preparation and processing as Lessor deems commercially reasonable; (u) shag have no duty to prepare or process the Equipment prior to sale; m) may disclaim warranties of fitle, possession, quiet enjoyment and the like; and (iv) may comply with any applicable state or federal'aw requirements in connection with a disposition of the Equipment and none of the foregoing actions shal' be deemed to adversely affect the commercial reasonableness of the disposition of the Equipment. If the Equipment is not avaPable for sale, Customer shall be arable for the Remaining Rental Balance and any other amounts due under this Agreement No waiver f any of Customers abligations, conditions or covenants shall be effective unless contained 'n a wrifing signed by Lessor. Failure to exercise any remedy that Lessor may have shall not constitute a waiver of any obligation with respect to which Customer is in default 16. LATE CHARGES; EXPENSES OF ENFORCEMENT: If Customer fails to pay any sum to be paid by Customer to Lessor under this Agreement on or before the due date, Customer shall pay Lessor, upon demand, an amount equal to the greater of ten percent (10%) of each such delayed Payment or twenty-five dollars (525) for each bil. Ing period or portion of a billing period such Payment is delayed, in each case to the extent permitted by applicable law. The amounts specified above shall be paid as liquidated damages and as compensation for Lessors Internal operating expenses Incurred In connection with such late payment In addition, Customer shall reimburse Lessor for all of ifs out-of-pocket costs and expenses incurred in exercising any of ils rights or remedies hereunder or in enforcing any of the terms of this Agreement including. without limitation, reasonable fees and expenses of attorneys and collection agencies, whether or not suit is brought If Lessor should bring court action, Customer and Lessor agree that attorney's fees equal to twenty-five percent (25%) of the total amount sought by Lessor shag be deemed reasonable for purposes of this Agreement 17. ASSIGNMENT: CUSTOMER SHALL NOT ASSIGN OR PLEDGE THIS AGREEMENT IN WHOLE OR IN PART, NOR SHALL CUSTOMER SUBLET OR LEND ANY EQUIPMENT WITHOUT PRIOR WRITTEN CONSENT OF LESSOR. Lessor may pledge or transfer this Agreement Customer agrees that if Lessor transfers this Agreement the assignee coil' have the same rights and benefits that Lessor has now and will not have to perform any of Dealers or CFS' otilgations which Dealer or CFS will continue to perform. Customer agrees that the rights of the assignee will not be subject to any cams. defenses, or set -offs that Customer may have against Lessor. If Customer is given notice of any such transfer Customer agrees. if so directed therein, to pay directly to the assignee all or any part of the amounts payable hereunder 18. RENEWAL; RETURN: This Agreement shall automatically renew on a month-to-month basis at the same Payment amount and frequency unless Customer sends written notice to Lessor at least sixty (60) days before the end of the scheduled term or any renewal term that Customer does not want to renew this Agreement, and at the end of such term returns the Equipment as provided below. Unless this Agreement automatically renews or Customer purchases the Equipment as provided herein, Customer shall, at the termination of this Agreement return the Equipment at its sole cost and expense In good operating condition, ordinary wear and tear resulting from proper use excepted, to a location specified by Lessor. Lessor may charge Customer a return fee equal to the greater of one Payment or $250 for the processing of returned Equipment If for any reason Customer shall fail to return the Equipment to Lessor as provided herein, Customer shag pay to Lessor upon demand one billing periods Payment for each billing period or pardon thereof that such realm is delayed. Customer shall reimburse Lessor for any costs incurred by Lessor to place the Equipment in good operating condition. 19. PURCHASE OPTION: Customer may, at any time, upon sixty (60) days' prior irrevocable written notice purchase all (but not less than all) the Equipment at a price equal to the sum of all remaining Payments phis the Fair Markel Value, plus any applicable taxes, expenses, charges and fees. For purposes of this Agreement 'Fair Market Value' shag be Lessors retail price at the time Customer notifies Lessor of its Intent to purchase the Equipment Upon proper notice and payment by Customer of the amounts specified above, Lessor shall transfer the Equipment to Customer 'AS -I S WHERE -1 S' without any representation or warranty whatsoever, except for title, and this Agreement shall terminate. 20. DATA: Customer acknowledges that the hard dnve(s) on the Equipment Including attached devices, may retain images, content or other data that Customer may store for purposes of normal operation of the Equipment ('Data'). Customer acknowledges that CFS is not storing Data on behalfof Customer and that exposure or access to the Data by CFS or Dealer, if any, is purely incidental to the services performed by CFS and Dealer. Neither CFS nor Dealer nor any of their affiliates has an obligation to erase or overwrite Data upon Customers return of the Equipment to CFS. Customer is solely responsible for (A) its compliance with applicable law and legal requirements pertaining to data privacy, storage, security, retention and protection; and (B) all decisions related to erasing or overwriting Data Without limiting the foregoing, if applicable, Customer should (i) enable the Hard Disk Drive (HDD) data erase functionality that is a standard feature on certain Equipment and/ar n prior to return or other disposition of the Equipment utilize the HOD (air comparable) formatting function (which may be referred to as 'Initialized All Data/Settings' function) if found on the Equipment to perform a one pass overwrite of Data or, if Customer has higher security requirements, Customer may purchase from its Dealer at current rates an appropriate option for the Equipment which may include (a) an HOD Data Encryption Kit option which disguises information before it is written to the hard drive using encryption algorithms, (b) an HDD Data Erase Kg that can perform up to a 3 -pass overwrite of Data (for Equipment not containing data erase functionality as a standard feature), or (c) a replacement hard drive (in which case Customer should property destroy the replaced hard drive). Customer shall indemnify Dealer and CFS, their subsidiaries, directors, officers, employees and agents Irom and against any and all costs, expenses, liabilities, claims, damages, losses, judgments or fees (including reasonable attomeys' fees) arising or related to the storage. transmission or destruction of the Data. This section survives termination or expiration of this Agreement The terms of this section shag solely govern as to Data, notwithstanding that any provisions of this Agreement or any separate confidentiality or data security or other agreement now or hereafter entered into between Customer, Dealer and CFS applies, or could be construed to apply to Data. 21. MAXIMUM INTEREST; RECHARACTERIZED AGREEMENT: No Payment Is intended to exceed the maximum amount of interest permitted to be charged or collected by applicable laws, and any such excess Payment will be applied to payments due under this Agreement in inverse order of maturity, and thereafter shall be refunded. If this Agreement is recharacterized as a conditional sale or loan, Customer hereby grants to Lessor, its successors and assigns a security interest in the Equipment to secure payment and performance of Customers obligations under this Agreement 22. UCC - ARTICLE 2A: CUSTOMER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT IS INTENDED AS A 'FINANCE LEASE AS THAT TERM IS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE ('UCC 2AJ AND LESSOR IS ENTITLED TO ALL BENEFITS, PRIVILEGES AND PROTECTIONS OF A LESSOR UNDER A FINANCE LEASE. CUSTOMER WAIVES ITS RIGHTS AS A LESSEE UNDER UCC 2A SECTIONS 506.522. 23. GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL: THIS AGREEMENT SHALL FOR ALL PURPOSES BE DEEMED A CONTRACT ENTERED INTO IN THE STATE OF NEW JERSEY. THE RIGHTS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES. ANY ACTION BETWEEN CUSTOMER AND LESSOR SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT LOCATED IN THE COUNTY OF CAMDEN OR BURLINGTON, NEW JERSEY, OR AT LESSOR'S SOLE OPTION, IN THE STATE WHERE CUSTOMER OR THE EQUIPMENT IS LOCATED. CUSTOMER, BY ITS EXECUTION AND DELIVERY HEREOF, IRREVOCABLY WAIVES OBJECTIONS TO THE JURISDICTION OF SUCH COURTS AND OBJECTIONS TO VENUE AND CONVENIENCE OF FORUM. CUSTOMER, BY ITS EXECUTION AND DELIVERY HEREOF, AND LESSOR, BY ITS ACCEPTANCE HEREOF, HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUCH PROCEEDINGS. 24. MISCELLANEOUS: All notices required or permitted under this Agreement shall be sufficient if delivered personally, sent via facsimile or other electronic transmission, or mailed to such party at the address set forth in this Agreement or at such other address as such party may designate in wrifing from time to time. Any notice from Lessor to Customer shall be effective three (3) days ager it has been deposited in the mal, duly addressed. All such notices to Lessor from Customer shall be effective after it has been received via U.S. mail, express delivery, facsimile or other electronic transmission. If there should be more than one party executing this Agreement as Customer, all obligations to be performed by Customer shall be the joint and several liability of all such parties. Customers representations, warranties, and covenants under this Agreement shall survive the defivery and return of the Equipment. Any provision of this Agreement that may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be Ineffective to the extent of such prohibition or unenforceability without Invalidating the remaining provisions of this Agreement. No such prohibition or unenforceability in any jurisdiction shall invalidate or render unenforceable such provision in any other jurisdiction. Customer agrees that Lessor may Insert missing Information or correct other information on this Agreement including the Equipment's description, serial number, and location, and corrections to Customers legal name; otherwise, this Agreement contains the entire arrangement between Customer and Lessor and no modifications of this Agreement shall be effective unless In wrifing and signed by the parties. Customer agrees that Lessor may accept a facsirrle or other electronic transmission of this Agreement or any Acceptance Certificate as an original, and that facsimile or electronically tran copies of Customers and Dealers signature will be treated as an original for all purposes. CFS -1031 (01117) Page 2 of 2 Initial. _ 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: Human Resources Project Manager: Sylvia Gonzalez Extension: x3391 Contractor Name: Golden Gate Office Solutions Contractor's Contact: Mark LeBlanc Contact's Email: mark@ggoffice.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor N/A N/A b. Email contract (in Word) & attachments to City SG Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement N/A and return to Project Manager N/A b. Confirm insurance requirements, create Job on SG PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to N/A contractor for their signature SG 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 SG 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 11/29/17 SG 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 )I IM 71-7 kjo�- (for Public Works Contracts) 8 City Manager/ Mayor Agreement executed by Council authorized official y r I 0 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager