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CD Copier Rental Lease AgreementRay Morgan Company AW State & Local Government APPLICATION N0. AGREEMENT NO Value Rental Lease Agreemeirt 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 -Community Development 1400 5th Ave CITY STATE Z P PHONE FAX San Rafael CA 94901 (415) - 4 85 - 3 085 (415) - 4 85 - 318 4 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 STARTING METER (See the attached Schedule A ❑ See the attached Billing Schedule 60 Payments' of $ $1,244.65 The rent contract payment ("Payment") period is monthly unless otherwise indicated 'plus applicable taxes Payment includes 0 B&W/Accent CLR Images per month Overages billed at $ $0.0000 per B&W/Accent CLR image` Payment includes 0 Office Color Images per month Overages billed at $ $0.0000 per Office Color image' Payment includes Pro Color Images per month Overages billed at $ per Pro Color image' Please check one: Meter Readings verified: ❑ Monthly ❑ Quarterly ❑ Other: (If nothing is selected, then Quarterly will be your Meter Reading option ) By signing below, you certify that you have reviewed and do agree to all terms and conditions of this Agreement an fAis page and on page 2 attached hereto City of San Rafael Ix .jet, ti Z— I I L U CUSTOMER (as referenced above) SIGNATUREQ A TITLE DATED 94-6000424 im Schutz, City Manager You certify that all Ore Equipment listed above hes been furnished. that delivery and installation has been fully completed and Is satisfactory- Upon you signing bolow, your promtsos 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 Tenn of this Agreement (or until you dafaull) - ICity of San Rafael Fx CUSTOMER (as referenced above) SIGNATURE TITLE DATE OF DELIVERY I. AGREEMENT: You agree to rent from us for essential governmental purposes only, the personal property described undor'EQUIPMENT DESCRIPTION' an the 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, parts, accessions, repairs and additions all referred herein as'Equipmenr) and/or to finance certain4icensed software and services ('Financed Items', which are Included In the word'Equipmenr unless separately slated). You agree to all or the terms 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, Invoice, request for proposal, response, proposal or other document You authorize us to corrector insert 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 uniform billing cycle, and unless otherwise specified, the 'Effective Date' of this Agreement wi I be the 20th day of the month following the installation (for example, if the Equipment is installed on June 5th the Effective Dale will be June 20th). You agree to pay a prorated rents 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 wh ch will be added to your first month invoice. In addition, should this Agreement replace a prev'aus Ray A Morgan Company generated equipment'ease, a CLOSING BILL on the agreement being replaced, up to 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 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 slated in an addendum hereto, this Agreement will renew for month -lo -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 unen`orceable, 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 author zed under the Constitution and taws of the applicable jurisdiction and by a resolution of your governing body to execute and deliver this Agreement and to carry out your obligations hereunder; (b) all legal requirements have been met, 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 on 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 bade or business 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 until 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 I.— of Ihrc Anrnnmonr and In y -r marl renal name Ic ac cot fnrlh nn noon nno nr Ihic Anraorn—f 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 lazes 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 shlpp ng charges or taxes differ from the estimate given to you, and (3) to comply with the lax 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 taws, which fees vary slate -to -slate By the dale 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 will have the fight to apply all sums, received ham you, to 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 $20 or, if less, the maximum charge allowed by law. We may make a profit on any fees, estimated tax payments and other charges paid under this Agreement (Continued on Page 2) 30361 (SLG) Page 1 of 2 Rev 0510912017 2_ir)r-a 05751, 19W Ray Morgan Company State & Local Government APPLICATION NO.AGREEMENT NO Value Rental Lease 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. CUSTOMER•R• FULL LEGAL NAME STREET ADDRESS City of San Rafael, California 1400 5th Ave CITY STATE ZIP PHONE FAX San Rafael CA 94901 (415) 485 - 3085 (415) 485 - 3184 BILLING NAME (IF DIFFERENT FROM ABOVE) BILLING STREET ADDRESS dba Community Development CITY STATE ZIP E-MAIL EQUIPMENT LOCATION (IF DIFFERENT FROM ABOVE) EQUIPMENTDESCRIPTION MAKEIMODEL/ACCESSORIES SERIAL NO STARTING METER See Schedule A IR See the attached Schedule A ❑ See the attached Billing Schedule 60 Payments' of $ $1,244.65 The rent contract payment ('Payment') period is monthly unless otherwise indicated. 'plus applicable taxes Payment includes Payment includes Payment Includes Schedule A Schedule A B&W/Accent CLR Images per month Overages billed at $ Schedule A per S&W/Accent CLR Image' Office Color Images per month Overages billed at $ Schedule A per Office Color image' Pro. Color Images per month Overages billed at $ per Pro. Color image' Please check one. Meter Readings verified: ❑ Monthly ❑ Quarterly ❑ Other. _ (if nothing Is selected, then Quarterly will be your Meter Reading option.) OWNER Ray A. Morgan Company By signing below, you certify that you have reviewed and do agree to all terms and conclikins of this Agreegiont on this page and on page 2 attached hereto. City of San Rafael, Califomia Fx- k1t„„ CUSTOMER (as referenced above) SIGNAT ETITLE DATED 94-6000424 _ Iim Schutz) City Manager 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 term of this Agreement (or until you default). City of San Rafael, Califomia X CUSTOMER (as referenced above) SIGNATURE TITLE DATE OF DELIVERY 1 AGREEMENT: You agree to rent from us for essential governmental purposes only, the personal property described under'EQUIPMENT DESCRIPTION' on the 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, pans, accessions, repairs and additions all referred herein as'Equipmenr) and/or to finance certain -licensed software and services ('Financed Items', wh ch are included in the word'Equipmenr unless separately slated). You agree to all of the terns and conditions contained in this Agreement and any supplement, which (with the acceptance certification) together represent the enbre agreement regarding the Equipment ('Agreement*) and which supersedes any purchase order, invoice, request for proposal, reponse, proposal or other document. You authorize us to correct or insert missing Equipment Identification nformation 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 billing cycle, and unless otherwise spedfied, the 'Effective Date of this Agreement will be the 20th day of the month following the installation (for example, if the Equipment is installed on June 5th the Effective Date Oil be June 201h). You agree to pay a prorated rental 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 which whit be added to your first month invoice. In addition, should this Agreement replace a previous Ray A Morgan Company generated equipment lease, a CLOSING BILL on the agreement being replaced, up to 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 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 term that you want to return the Equipment. If any provision of this Agreement is declared unenforceable, the other provisions herein shall remain in full force and effect to the fullest extent permitted by taw. 2. REPRESENTATIONS AND WARRANTIES: CUSTOMER: You hereby represent and warrant that: (a) you have been duly authorized under the Constitution and taws of the applicablejurisdiction and by a resolution of yourgoveming body to execute and deliver this Agreement and to carry 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 in compliance with all laws applicable to you, including any debt limitations or limitations on interest rates or finance charges; (d) the Equipment will be used only for your essenfial governmental or proprietary functions consistent with the scope of your authority, will not be used in a trade or business 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 until 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 lens of this Agreement and (1) your exact legal name is as set forth on page one of this Agreement 3. RENT, TAXES AND FEES: Subject to paragraph 4, you wig 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 or taxes differ from the estimate given to 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 -lo -slate. 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 dosing costs. We wi have the right to apply all sums, received frem you, to 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 $20 or, If less, the maximum charge allowed bylaw We may make a profit on any fees, estimated tax payments and other charges paid under this Agreement. (Confinuedon Page 2) 30361 (SLG) Page 1 of 2 Rev. 05/092017 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 he obligated to make Payments under 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 year for which Payments have been appropriated, deliver possession of the Equipment to us. If you fail to deliver possession of the Equipment to us, the termination shall nevertheless be effective but you shall 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 after the termination during which you fail to deliver 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 wrifing 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 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 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 termination 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 re -saleable condition, full working order and complete repair. You are -solely responsible for removing any data that may reside in the Equipmenlyou return (and all expenses associated with 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 awn the Financed Items and cannot transfer any interest in it to you. If this Agreement is deemed to be a secured transaction, to the extent permitted by law, you grant us a security interest in the Equipment to secure all amounts you owe us under any agreementwith us, and you authorize us to file a UCC financing statement 6. COLLATERAL PROTECTION; INSURANCE; INDEMNITY; LOSS OR DAMAGE: You agree (a) to keep the Equipment fully insured through a carrier acceptable to us against loss in an amount not less than the original cost of the Equipment, with us named as lender's loss payee; (b) to maintain comprehensive public liability insurance acceptable to us and to include us as additional insured on the policy; (c) to provide proof of insurance satisfactory to us no later than thirty (30) days following the start of this Agreement and thereafter upon our written request and to provide us with 10 days advance written notice of any modification or cancellation of your insurance policy(s); (d) if you fail to obtain and maintain property loss insurance satisfactory to us and/or you fail to provide proof of such insurance to us within thirty (30) days of the start of this Agreement, we have the option, but not the obligation, to do as provided in either (A) or (B) as follows, of the following paragraphs as determined in our discretion: (A) We may secure property loss insurance on the Equipment from a carrier of our choosing In such forms and amounts as we deem reasonable to protect our interests. If we place insurance on the Equipment, we will not name you as an insured and your interests may not be fully protected. If we secure insurance on the Equipment, you will pay us an amount for the premium which may be higher than the premium that you would pay if you placed the insurance independently and an insurance fee which may result in a profit to us through an investment in reinsurance; or (B) 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 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 hall us harmless and reimburse us for and to defend on our behalf against, any claim for any loss, expense, liability or injury caused by or in anyway related to delivery, installation, possession, ownership, use, condition, inspection, removal, return or storage of the Equipment. You are responsible far the risk of loss or for any destruction of or damage to the Equipment 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 value of the Equipment (both discounted at 29/6). Any proceeds of insurance will be paid to us and credited, at aur option, against any loss or damage. You authorize us to sign on your behalf and appoint us as your aftomey-in-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 from you, and you waive any right you may have to such notice or 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 our obligations. You agree that the new ownerwill not be subject to any claims, defenses, or offsets that you may have against us. You shag cooperate 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. 8. 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 110% of the Payment which is late, or if 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 anyfuture Payments to the end of the term plus the anticipated residual value of the Equipmenl(both discounted at 2%). We may recover defaultinterest an any unpaid amount at the rate of 121/6 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 liabilities 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 this Agreement or any related agreement you agree to pay our reasonable attorneys fees (including any incurred before or at trial, 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 whatyou 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, ACTOR OMISSION BY ANYONE. Any delay or failure to enforce our rights under this Agreement will not prevent us from enforcing any fights 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 all rights under sections 2A-508 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 competent jurisdiction, 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 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 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 overnight courier the same day of the facsimile or scanned transmission of the documents. The original of this Agreement shall 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 or 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 shall be mailed or delivered by facsimile transmission or overnight courier to the respective parties at the addresses shown on this Agreement or such other address as a party may provide in writing from time to time. 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 WAVER: Agreements, promises and commitments made by us, concerning loans and other credit extensions must be In wrifing, express consideration and be signed by us to be enforceable. This Agreement maybe 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 jurisdiction and venue of any state 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. MAINTENANCE AND SUPPLIES: The charges established by this Agreement include payment for the use of the designated Equipment, accessories, maintenance by supplier during normal business hours, Inspection, adjustment parts replacement drums and cleaning material required for the proper operation, as well as black toner, color toner and developer as defined by the Manufacturers Published Yield per Container. Additional toner wig be billed separately. Paper, media, staples and clear toner, if any is required by your particular equipment model, must be separately purchased by the customer. If necessary, the service and supply portion of this Agreement maybe assigned by us. We may charge you a supply freight fee to cover our costs of shipping supplies to you. Customer has been informed that a surge protector is recommended to protect their electronic investment from harmful high voltage power disturbances. Said surge protectors should have network protection when connected in a network environment Units that provide network protection are available through Ray A. Morgan Company. Customer responsible for providing manufacturer recommended adequate power supply. Check one of the following: ❑ purchased ❑ Has existing ❑ Declined and will be responsible for damage caused by not having a surge protector. 14. OVERAGES AND COST ADJUSTMENTS: You agree to comply with our billing procedures including, but not limited to, providing us with periodic meter readings an the Equipment At the end of the first 12 months after commencement of this Agreement and once each successive 12 -month period thereafter, we may increase the maintenance and supplies porton of the Payment and the per image charge over the base minimum by a minimum of 5% over the charges of the previous year. In addition, we may assess an additional fuel and/or freight surcharge to offset higher than normal service costs as a result of adverse economic conditions. If the supplier is providing maintenance and supplies to you for equipment that is riot leased from us, but the charges for such maintenance and supplies are included in this Agreement, you agree that if you refire, replace and/or add new non -leased equipment to the Agreement you grant us the ability to reflect these addifions or deletions of said non -leased equipment to the Agreement and your payments under this Agreement may be adjusted accordingly. M. UPGRADE AND DOWNGRADE PROVISION: AFTER COMMENCEMENT OF THE AGREEMENT AND UPON YOUR WRITTEN REQUEST, AT OUR SOLE DISCRETION, WE MAY REVIEW YOUR IMAGE/SCAN VOLUME AND PROPOSE OPTIONS FOR UPGRADING OR DOVMGRADING THE EQUIPMENT TO ACCOMMODATE YOUR BUSINESS NEEDS. 16. TRANSITION BILLING: In order to facilitate an orderly transition, including installation and training, and to provide a uniform billing cycle, the start date of this Agreement (the 'Effective Date') will be a date after the certification of acceptance of the Equipment, as shown on the first invoice. The payment for this transition period will be based on the base minimum usage payment prorated on a 30 -day calendar month, and will be added to your first monthly Payment 17. 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 shag be subject to the terms of this Section in lieu of the jury trial waiver(s) otherwise provided in this Agreement Any and all Disputes shag be heard by a referee and resolved by judicial reference pursuant to California Code of Civil Procedure Sections 638 at seq. The referee shall be a refired California state courtjudge or an attorney licensed to practice law in the State of California with at least len (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 all parties. If the parties are unable to agree upon a referee within len (10) calendar days after one party serves a written notice of intent far judicial reference upon the other parry 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 parties and approved by the referee. The referee's statement of decision shall set forth findings of fact and conclusions of law. The decision of the referee shall be entered as a judgment in the court in accordance with the provisions of Califomia Code of Civil Procedure Sections 644 and 645. The decision of the referee shag be appealable to the same extent and in the same manner that such decision would be appealable if rendered by a judge of the superior court. Nothing in this Section shall be deemed to apply to or limit our fights (a) to exercise self help remedies such as (but not limited lo) setoff, (b) to foreclose judicially or nonjudicialty against any real or personal property collateral, or to exercise judicial or nonjudicial 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 prolecgve order or the appointment of a receiver), or (d) to pursue rights against a party in a third -party proceeding In any action 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 self help remedies nor the institution 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 parry, 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 shall be construed to be in derogation of the provisions in this Agreement for judicial 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 parts 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 shall 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 incurred by the referee in performing the services described in this Section. The compensation of the referee shall not exceed the prevailing rate for like services. The prevailing party shall 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 legality or enforceability of this Section, the prevailing party shall be entitled to recover the costs and expenses from the non -prevailing party, including reasonable atomeys' 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 638. 30361 (SLG) Page 2 of 2 Rev. 0510912017 C M a E O V C M 0 L 5� G M 50 k lilllllll VIII�INI111 AV Ray Morgan Company Date: Customer: Sales Excecutive: 3rd Party Payoff January 23, 2020 San Rafael Community Development Kerri Schultze Customer and RMC agree that, within 14 days following completion of all new RMC equipment installation, Customer's full acceptance of the same and related transactional funding to RMC by its financing source (usually 48 hours after delivery completion), RMC will issue to Customer a check in the amount of $1,516.90 deemed to be the parties' best estimate as to what the ultimate remaining lease balance will be. It is understood that it will remain the Customer's obligation to continue making payments to their previous lease company until such obligation is fully satisfied. Customer's prior Lease Company (legal owner) Lease(s) Agreement Number End of Lease Date Equipment included in Payoff 44789-1023431US3 7/31/2020 Make Model Serial # Meter Ricoh MPC 5503 C86116009 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Special Instructions: Agreed to by Customer: Sa Rafael Com nity Development Signature Name �/� U, L,, 0-1 - c± \ Title www.raymorgan.com RAFq � y0 C`�rY WITH I" 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 INITIATII Contracting Department: Community Development Project Manager: Ethan Guy Extension: x2392 Contractor Name: Ray Morgan Company Contractor's Contact: Eric Gray Contact's Email: egray@raymorgan.com ❑ FPPC: Check if Contractor/Consultant must file Form Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT a. Email PINS Introductory Notice to Contractor DATE Check/Initial 1 Project Manager ❑ 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 ��3Q and return to Project Manager 4A 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 When necessary, * contractor -signed agreement 4 Project Manager ❑ N/A agendized for Council approval *PSA> $75,000; or Purchase > $75,000; or Or ❑ Public Works Contract > $175,000 Date of Council approval Click here to enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City City Attorney Attorney with printed copy of this routing form 6 Review and approve hard copy of signed agreement �/ k"110 7 City Attorney Review and approve insurance in PINS, and �oqcls (for Public Works Contracts) 7 p 8 City Manager / Mayor Agreement executed by Council authorized official 9 - City Clerk 1 Attest signatures, retains original agreement and Iforwards copies to Project Manager