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HomeMy WebLinkAboutPW Purchase Modular Trailer - Essential FacilitiesSALES AGREEMENT FOR USED BUILDING This agreement dated the 21`' day of October, 2016 is by and between Citv Of San Rafael 1400 5"' Ave. San Rafael. CA 94901 ("Purchaser") and Modern Building Systems, Inc. PO Box 110 Aumsville, OR 97325, ("Seller"). AGREEMENT In consideration of the mutual covenants contained herein, the parties agree as follows: 1. This Agreement is fully integrated and supercedes any other agreements, negotiations, discussions, or understandings between the parties. This Agreement may be modified only by written agreement signed by both parties. 2. Seller agrees to sell a modular building Serial Numbers 2010. DE.29 A&B, Unit Numbers 1661/1662 (hereinafter "Subject Building") to Purchaser on the conditions stated herein. The Subject Building is a used building. 3. The sum to be paid by Purchaser to Seller for the Subject Building to be supplied under this Contract shall be One Hundred Thirty Thousand. Four Hundred. Eisht Four dollars and 37/100.($130,484.37) includes applicable taxes and licensing. Fifty percent (50%) shall be paid upon the signing of this Agreement, fifty percent (50%) additional shall be paid when structure modules are ready for delivery. Final approval of the Subject Building shall not be delayed or withheld on account of delays or conditions that are not the responsibility of Seller. 4. Seller agrees to provide its best efforts to complete its performance, including any erection responsibilities, within (45-60) days from the date of notice to proceed to site erect. If delays occur beyond its control, Seller may adjust the completion date to reflect any changes caused by such delay. 5. Should Seller be delayed in the prosecution or completion of its work by (a) the act, neglect, or default of Purchaser or any party working under the direction or by agreement with Purchaser; (b) fire, severe weather conditions, or other casualty or vandalism for which Seller is not responsible; (c) any labor dispute or unavailability of material; or (d) any other cause outside the control of Seller, the time herein fixed for the completion of the work shall be extended for a period equivalent to the time lost by reason of any or all of the causes aforesaid. The time extension allowed to Seller shall be determined and fixed by mutual agreement. In the event a mutual agreement cannot be reached, the issue shall be referred to arbitration as herein provided. 6. For all prerequisite work required to be performed by Purchaser, Purchaser agrees to provide all permits, labor, and materials essential to the conduct of said work in such manner so as not to delay or inconvenience Seller in its performance. In the event of Purchaser's failure to do so, Purchaser agrees that it will reimburse Seller for any costs or changes resulting therefrom, including lost profits. INITIJ 7. TIMELY DELIVERY ("DELIVERY"). Purchaser shall take Delivery of Subject Building within 30 days of completion of manufacturing work. Under no circumstances shall Purchaser's failure to take Delivery from Modern create or constitute a bailment or lease relationship between Purchaser and Modern. Modern may charge a late charge of Two Hundred Dollars ($200.00) per month for Purchaser's failure to timely take Delivery of the Subject Building, along with any costs or fees associated with the resale, maintenance or removal of Subject Building from any premises owned by Modern or any third party. 8. Purchaser is solely responsible for obtaining the zoning approvals, permits, surveys, access and other approvals required for the placement and erection of the Subject Building by Seller. Purchaser hereby warrants that it has all required approvals and agreements necessary for the Subject Building's placement on the designated site and that the site is suitable structurally and otherwise for the Subject Building. Seller shall have no responsibility for determining the suitability of the site for the Subject Building's placement. 9. The risk of loss from fire, theft, weather, vandalism, or any other cause shall be on Purchaser from and after physical delivery of the Subject Building's modules to Purchaser's site before erection. Any loss or damage shall not excuse Purchaser from its payment obligation hereunder. 10. All ideas, designs, arrangements and plans indicated, represented, or produced by Modern Building Systems, Inc., are owned by, and the property of Modern Building Systems, Inc. None of such ideas, designs, arrangements, or plans shall be used by any other person without prior written permission of Modern Building Systems, Inc. 11. A. Warranty Disclaimer and Limitation of Liability. THE SUBJECT BUILDING IS SOLD "AS IS" -A 9 **TTYTE.!! EELLER MAKES NO `` LIMITATION, Ty �7� MERCHANTABILITY ,� FIT -NESS FOR A 1.. P U 1 14WHASER AGREES THAT 1T- SHALL NOT _RAS APTFT fT� NEGLIGENCE,CONTRACT, TORT- OR BY STATUTE, MWET-HER OR NOT APJSING FROM ACTUAl. OR ]ADUTED OR OT-HERM4SE ARISING OUT OF OR RELATED J TI -RS :WAW�,EW1`TT. IN NO ENTNT SHALL SELLER BE LIABLE FO ",1`71 3Z`T L OR CONSEQUENTIAL DAMAGES OF ANY KLND. 12. Any dispute arising out of or related to this Contract shall be decided by binding arbitration in accordance with the Construction Industry Rules of the American Arbitration Association. Absent the agreement of the parties, the exclusive location of any arbitration hearing shall be in Salem or PeAland, Or-eger,-at Seller's option. Any eeur—t it d-retion may ter ^ ^ 1—en Gxn any zwcsr-d mad -e. Marin County, CA. 13. The prevailing party in dispute arising out of or related to this Contract shall be entitled to recover its attorneys' fees and litigation costs. 14. This Contract shall be construed and governed by the laws of the state of Oregon. 2 Portlnd3-1358816.2 0051297-00001 I ITIAL K IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above mentioned. City offVn Rafael Mod o rn ilding rs, Inc. Pure' as Sell BY' BY. KenWero Vice President, Sales (REV005/2907) A Apgpved as to for". Exhibit A f JIB OU C7 ACA ct rM -0, tO C. 0 1 , L ri F MA [ §E9 -7j &EA Ali. W) T=t 3 V . Portlnd3-1358816.2 0051297-00001 INITIA4K- �2qaOERN Quotation WS102116-01 ZBl I DING SYSTEMS "The Environmentally Smart Choice" 605 Sutter Ave West Sacramento, CA 95691 PH: 916-985-9852 FX: 916-985-9865 MBL: 916-225-7298 Website: www.modernbuildingsystems.com Date: 10/21/2016 Customer: Kitchell Contact: Raaj/Nathan Address: Phone: 916-614-9777 Sale price of building: PURCHASE PROPOSAL Prevailing Wage Salesperson: Unit / Serial Number: Building Description: Per plan Building Purchase Amount Total Building Purchase Amount: INITIAL ONE-TIME COSTS Delivery To: San Rafael, CA (Estimate subject to permits, pilot cars and highway restrictions) Installation: Foundation Materials - Piers and Pads OPTIONAL ITEMS Seismic Anchors: Skirting: Install Sprinkler system - NFPA 13D Install Cat 6 in 7 locations and TV coaxial cable in 5 Remove wall in sleeping area as shown in floor plan Two sets of steps Total One -Time Costs Total Of Optional Items: Sales Tax 9.25% / HCD Licensing $646 Total Wayne Summers TBD 28'x 64' $89,840.00 $89,840.00 $5,685.00 $3,594.00 $560.00 $9,839.00 $1,890.00 $3,461.00 $10,142.00 $1,500.00 $2,682.00 $1,350.00 $21,025.00 $9,780.37 $130,484.37 (Plus Applicable Taxes & Licensing) EXCLUSIONS: Quote based on delivery and set-up on flat level truck accessible site with a maximum of a 1" slope. Permits responsibility of customer — obtain through your local building and/or planning department. Power/Utility Connections, ramp toe transition or anything not included in this document. Quote is valid for 30 days. Sizes and options subject to availability. 4 Portlnd3-1358816.2 0051297-00001 INITIAL MODERN BUILDING 5YSTEMS, INC. ❑ Approved as submitted www.mbs-modular.com P.O. Box 110 1550 Thornton Ave. SW 605 Sutter Street 9493 Porter Road Pacific, WA 98047 West Sacramento, CA 95691 Aumsville, OR 97325 X As requested (503) 749-4949 (253) 863-8867 (916) 985-9852 Fax (503) 749-4950 Fax (253) 863-8867 Fax (916) 985-9865 TO / RA-FASL- 5A-n LETTER OF TRANSMITTAL DATE I JOB N ./eR Imp, -Z j l' t —7 ATTENTIO �( RE: WE ARE SENDING YOU Attached Under separate cover via L the following items: ❑ Shop drawings ❑ Prints ❑ Plans Samples Specifications ❑ Copy of letter ❑ Change order ❑ COPIES DATE NO. DESCRIPTION 3 M ymn- MENU JAN 'I P L017 PUBL;" WORKS DEPT. CM OF SAii RAMEL THESE ARE TRANSMITTED as checked below: tFor approval ❑ Approved as submitted ❑ Resubmit copies for approval ,(For your use ❑ Approved as noted ❑ Submit copies for distribution X As requested ❑ Returned for corrections ❑ Return corrected prints For review and comment ❑ FOR BIDS DUE PRINTS RETURNED AFTER LOAN TO US REMARKS COPY TO (.F SIGNED: k -o U If enclosures are not as noted, kindly notify us at once. 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: Public Works Project Manager: Bill Guerin Extension: 3110 Contractor Name: Modern Building Systems, Inc. Contractor's Contact: Wayne Summers/Salesperson; Ken Mero, VP Sales Contact's Email: wsummers@modernbuildingsystems.com (Phone # 916-985-9852) ❑ 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 10/27/2016 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 11/9/2016 and return to Project Manager N/A ® LAG 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 11/1/2016 contractor for their signature 4 Project Manager When necessary, * contractor -signed agreement ❑ N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or Public Works Contract > $125,000 12/19/2016 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 1/27/17 BG Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed 1/27/17 ETD agreement 7 City Attorney Review and approve insurance in PINS, and bonds N/A ETD (for Public Works Contracts) 8 City Manager/ Mayor Agreement executed by Council authorized official 1/27/17 JS 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager Sales Agreement Date 9/16/2016 Project Number 11601 Proposed Delivery Date 12/1/2016 Job # Customer PO # Customer # SALES AGREEMENT Customer: City of San Rafael 1400 5th Ave. San Rafael, CA 94901 Raaj Patel Tel: 916-614-9777 Email: rgatel(a-)kitchell.com Unit# 3810: 42x60 per attached drawing, Originally built 2002 Interior build -out, 64 Steel pier foundation, New ADA Galv-Alum landing & step, New ADA Galv-Alum landing & ramp PACIFIC ►, 5�a Building Information: Make/Model: ModTech Serial Number: 1903032 Size: 42x60 Delivery & Setup Delivered to Fire Station #51, 1400 5th Ave, San Rafael, CA 94901 Install building at approx. 30" above grade, Install materials, 24 Provide & install cross -drive style tie -downs, 204Provide & install building skirt on all 4 -sides, Add fire sprinklers, Add It cabling, Deliver & install ramp & step Summary of Project: Warranty: Used Building - 90 Day limited warranty on electrical and HVAC Exceptions / Clarifications: See attached scope of work and building drawing THIS AGREEMENT CONTAINS THE ENTIRE UNDERSTANDING BETWEEN BUYER AND SELLER AND NO OTHER REPRESENTATION OR INDUCEMENT, VERBAL OR WRITTEN, HAS BEEN MADE WHICH IS NOT CONTAINED IN THIS AGREEMENT, Buyer and Seller certify that the additional terms and conditions printed on the other side of this agreement are agreed to as a part of this agreement, the same as if printed above the signatures. Authorized Representative Signature Date Payment Terms SubTotal Tax Total 100% due before delivery $ 176,054.00 $39,363.00 $ 215,417.00 $ 16,600.24 $ 232,017.24 Date: 9-16-16 I 42'x 60' MODULAR BUILDING I SCALE: 1/811 =V ION AVENUE 0 _81 � x Gye RASED CON C x�� �"�1E15 r I I x GyQ GHQ BUSHES ■w� 10, 0 9� 00, 40 ♦ ^D .x bS X,' I I I �I = ACE 05 CON C MODU LAR #2 I I FITNESS/LIVING 24'X40' I I I I I ACCESSIBLE RAMP I I I I —_i - ------------------�� �------- _---------- o ------------------- p -O�I _i Lr) ♦ ♦ I D5ARCH ITECTU RAL SITE PLAN SCALE: 1/8"=1'-0" PROPERTY LINE (E) CURB TO REMAIN CX ab /p:, MISSION AVENU,,E RFNrHk/ ,QRK- L_L v' 22f NO ■ �g IN -E E E Ex E � \ I �G .0. Al GENERAL NOTES 2 PRE-ENGINEERED METAL BLDG. I o w -�—�— —-----�---- C— — --- C—D C— T— T T I +I I I I I I I I I I I I I I I I I I 1 — I C -D C= � I L_I L --------- ��—��—I--W — C-- ----J L1��� 9 5 rq;:l 1G5�--J � 2 SL0" ,4 --------------------- — — — --------------------- -- -- -- — —� W +2�I , N 81X201 (N) 8 X20 , �,, TG— F I CONTAINER I I CONTAINER I INV 6 7 1 8 , �---------------------� �---------------------� I �� I I ,�� ��,s b� % ��� J x x o �-------------- -- �1� \\ D f ETCL R13 TCf\J-EMAI N ���� ����� 6� W U B E UBS BUSHES B3 STA R S ±1521-711 A-004 I I� I II I I I {� o� �n n JU U I I I I I I I I I I CB I I � I TB 6 J TC 6785 NV 6308 1 architect 1212 BROADWAY, SUITE 401 OAKLAND, CA 94612 phone: 510.208.9400 www.marymcgratharchitects.com consultants date I description phase CONSTRUCTION DOCUMENTS project title City of San Rafael Fire Station 51 TEMPORARY FACILITIES 1400 5TH AVE. SAN RAFAEL, CA 94901 sheet title ARCHITECTURAL SITE PLAN project no. 2510.00 sheet no. A-003 Q Mary McGrath Architects, Inc. I All Rights Reserved ;_ a x ox PROPERTY LINE (E) CURB TO REMAIN CX ab /p:, MISSION AVENU,,E RFNrHk/ ,QRK- L_L v' 22f NO ■ �g IN -E E E Ex E � \ I �G .0. Al GENERAL NOTES 2 PRE-ENGINEERED METAL BLDG. I o w -�—�— —-----�---- C— — --- C—D C— T— T T I +I I I I I I I I I I I I I I I I I I 1 — I C -D C= � I L_I L --------- ��—��—I--W — C-- ----J L1��� 9 5 rq;:l 1G5�--J � 2 SL0" ,4 --------------------- — — — --------------------- -- -- -- — —� W +2�I , N 81X201 (N) 8 X20 , �,, TG— F I CONTAINER I I CONTAINER I INV 6 7 1 8 , �---------------------� �---------------------� I �� I I ,�� ��,s b� % ��� J x x o �-------------- -- �1� \\ D f ETCL R13 TCf\J-EMAI N ���� ����� 6� W U B E UBS BUSHES B3 STA R S ±1521-711 A-004 I I� I II I I I {� o� �n n JU U I I I I I I I I I I CB I I � I TB 6 J TC 6785 NV 6308 1 architect 1212 BROADWAY, SUITE 401 OAKLAND, CA 94612 phone: 510.208.9400 www.marymcgratharchitects.com consultants date I description phase CONSTRUCTION DOCUMENTS project title City of San Rafael Fire Station 51 TEMPORARY FACILITIES 1400 5TH AVE. SAN RAFAEL, CA 94901 sheet title ARCHITECTURAL SITE PLAN project no. 2510.00 sheet no. A-003 Q Mary McGrath Architects, Inc. I All Rights Reserved ;_ a SCOPE OF WORK Date: 9/16/2016 Specific to: San Rafael Fire Station #51 Building Size: 42x60 PACIFIC r.►r►r. r►�Yx•►►tyrrw��l GENERAL Provide floor plan of proposed building X Pre -construction meetings & project management of our sub -contractors X Working hours 7:00- 5:00 X Prevailing wages & certified payroll X Project Insurance X Performance and payment bonds, optional X MODULAR BUILDING PMsI building per attached drawing X CLIENT Fire sprinklers stem X X Deliverbuilding sections to site X X Install modular building with floor level approx. 30" above grade X X Bolt building sections together on temporary steel pier foundation X X Interior & exterior finishes to modular building X X Casework base, upper, and plumbing fixtures X X Refrigerators, Stove, Washer/dryer X Building access ramps, landing, and steps X All furniture and equipment X BUILDING ENGINEERING AND DESIGN PMsI CLIENT Engineered building plans (HCD recode to R2) X Engineered foundation plans Pre -Approved by HCD X Engineered step & ramp access Copies of pre -approved X SITE PREPARATION Determine building corners X Site accessible by truck, free of obstacles, no overhead obstructions X Site survey and soils report, if required X Site security X Portable toilets X Dumpsters X All site improvements (parking, fencing, landscape, sidewalks, etc.) X Scope of Work 1 of 2 (800) 225-6539 SCOPE OF WORK Date: 9/16/2016 Specific to: San Rafael Fire Station #51 Building Size: 42x60 PACIFIC r.►r►r. r►�Yx•►►tyrrw��l FOUNDATION Building pad preparation X Steel pier and wood PT pad foundation X Auger or cross -drive type seismic tie -downs X X Matching building skirt on all 4 -sides X Bring phone & computer service to modular building, and final connection Venting & access hatch, per code X X Extend electrical service to modular building X Provide and install meter and service to building X Connect modular building subpanels to main distribution panel X Provide separate electrical subpanels for each building section X Connect all electrical lines between modular building sections X Provide and install all interior lighting and outlets X DATA Security or alarm systems X Up to 12 phone & computer jacks pre -wired X Patch panel for computer lines, and 66 block for phone lines X Bring phone & computer service to modular building, and final connection X All fixtures with waste, water, and vent piping inside building X Water line connections between building sections X All horizontal sewer lines below modular floor X Extend water & waste lines to modular building X Flush water system before final connection X Exterior hose bibs, optional X Proper drainage of site X Endwall HVAC units Fiberglass ducting and 2x2 lay -in registers Comfort test and balance (certified balancing optional) X_ X_ X Any items arising on the project that are not specifically addressed in the specifications or Scope of work will be the sole responsibility and cost of the customer. Scope of Work 2 of 2 (800) 225-6539 ADDITIONAL TERMS AND CONDITIONS 1. AGREEMENT The essence of the contract set forth on the face page of this Agreement is that Pacific Mobile Structures, Inc. ("Seller") agrees to provide and deliver the specified mobile/modular building(s) and related equipment (Property); and, in exchange, Buyer will fulfill the specified payment terms. Seller and Buyer's signatures acknowledge the following terms and conditions have been reviewed and are also part of this Agreement. 2. PAYMENT FINANCING Buyer agrees to indicate in writing (under the payment terms on the face page of this Agreement) if Buyer's purchase is subject to financing. Buyer agrees that representing in bad faith or without a reasonable basis that financing is forthcoming from a third -party is deemed a breach of this Agreement and will subject Buyer to the default clause remedies set forth below. If Buyer makes a good faith and reasonable representation but is unable to ultimately obtain third -party financing sufficient to satisfy the payment terms, Buyer agrees that Seller has the option to extend reasonable financing terms and Buyer will be obligated to enter into a retail installment contract and sign a security agreement or other agreement as may be required for Seller to finance Buyer's purchase. 3. DEFAULT AND REMEDIES Buyer is in material default and breaches this contract if Buyer: (1) fails or refuses to timely make the agreed upon payments; or, (2) delays the Seller's delivery or services over 30 days; or (3) otherwise fails to satisfy the Agreement terms and conditions. If Buyer defaults, Seller may cancel this contract; and/or repossess its Property; and/or retain a portion of any payments already made by Buyer, sufficient to adequately compensate Seller for expenses or losses caused by Buyer's default. If Seller has canceled the contract, or if Buyer has committed a material breach, then Buyer cannot thereafter claim to be canceling the contract and be entitled to a return of any payments already made by Buyer until Seller has had a reasonable opportunity to account for and deduct any damages (including costs incurred up to the time of cancellation) owed from any payments already made by Buyer. If Buyer has not made any payments or made payments that are insufficient to cover all losses, Seller will take other collection action (including legal). If repossession is necessary, Buyer will be liable for all repossession costs. 4. SITE CONDITIONS Buyer/Owner is aware that the delivery site must be dry, compacted level and accessible for industry standard maneuvering by normal mobile/modular truck tow. If the site's condition reasonably prevents delivery, then the extra costs for equipment, labor and down time to remedy the situation are the Buyer/Owner's responsibility and will be addressed by change order. 5. SCHEDULE: DELAYS: INCREASE IN PRICE AND/OR TIME: STORAGE Delivery and any setup work will begin and be substantially completed on the dates set forth on the face page of this agreement and/or in an addendum modifying the dates. However, delays may occur due to unforeseen circumstance beyond Seller's control, including, but not limited to: extreme weather conditions; fire; transportation delays; unavoidable accidents or circumstances; unacceptable site conditions; Buyer's acts or omissions. Excusable delays do not subject Seller to penalties or damages. In reasonable instances, Seller may modify the Contract price to reflect additional incurred expenses and/or modify the Schedule to account for delays. If Buyer delays delivery, a pro -rated monthly storage fee at a rate of $0.20 per square foot of each floor will be assessed. If space is unavailable, Buyer must either transport to an alternative site or Seller will do so unilaterally and pass the expense to Buyer. 6. CHANGES Seller may add to or deduct from the amount of work covered by this Agreement, and any changes so made in the amount of work involved, or any other parts of this Agreement, shall be by a written change order hereto setting forth in detail the changes involved and the value thereof which shall be mutually agreed upon between the Seller and the Buyer. 7. TAXES Buyer shall be solely responsible for filing the appropriate federal, state and local tax forms, and paying all such taxes or fees, including sales taxes, estimated taxes and employment taxes, due with respect to Buyer's purchase under this Agreement. 8. TITLE AND RISK OF LOSS Ownership title to the Property shall pass to Buyer when the purchase price is paid in full. However, Buyer assumes and bears the risk of Property loss the moment the Property is delivered to the Buyer's site. It is Buyer's responsibility to arrange with Buyer's insurance representative adequate and timely insurance coverage. Buyer waives any claims against Seller relating to risk or loss after delivery, even if Buyer's insurance is not yet effective. The sole exception to the above is that any loss caused by Seller's operations during delivery and/or any agreed upon set-up will be covered to the extent it falls within Seller's CGL insurance policy coverage. 9. INDEMNITY. INSURANCE AND WAIVER OF SUBROGATION Buyer/Owner shall be responsible for obtaining and maintaining its own liability and property insurance. Seller/Contactor agrees to defend, indemnify and hold harmless Buyer/Owner from claims for bodily injury and property damage caused by Seller's negligence. However, this indemnification is contingent upon Seller's CGL insurer providing coverage and is limited to the amounts paid by Seller's CGL insurer. Buyer/Owner agrees to defend, indemnify and hold harmless Seller/Contractor and its Subcontractors from claims for bodily injury and property damage caused by the negligence of Buyer/Owner and its agents. Buyer/Owner and Seller/Contractor waive all non -trustee rights against each other for damages caused by risks covered by insurance. 10. WARRANTIES Used units are sold "As Is." Buyer is not relying on any written, oral, implied or other representations, statements or warranties by Seller or any of Seller's affiliates, or any of Seller's respective agents, officers, representatives, or otherwise. Seller specifically makes no representations, express, implied, statutory or otherwise, with respect to the unit being purchased, its current condition, or its fitness or suitability for any particular use or purpose. 11. DISPUTE RESOLUTION The parties shall first endeavor to settle disputes through informal direct discussions. If unsuccessful, any party may serve a written Notice requesting resolution that: explains the dispute in detail and provides all supporting evidence; and appoints a senior representative to negotiate the Dispute on its behalf. Buyer must serve such Notice to Seller's corporate office. If unsuccessful, the parties may seek non-binding mediation. Lastly, either party may submit the Dispute to the American Arbitration Association for arbitration. 12. ATTORNEY FEES: COLLECTION FEES: LIMITATION OF LIABILITY Seller/Contractor is entitled to recover reasonable pre -judgment and post judgment interest and other collection expenses, including attorney fees, incurred if Buyer/Owner defaults on payments. Except for collection, arbitration or litigation actions, remedies shall be limited to direct out of pocket costs, unless noted otherwise herein. 13. SAFETY Buyer/Owner shall assure, insofar as is reasonably possible, safe and healthful site conditions, including, but not limited to: assuring Buyer's site complies with all applicable health, safety and environmental laws; and, assuming supervisory responsibility and function of all non -construction related parties on site during delivery and any set-up. Buyer/Owner shall be solely liable and responsible for any safety violation or deficiency. 14. GENERAL This Agreement: (a) contains the entire Agreement between the parties and supersedes any and all other documents or information exchanged; (b) shall not be assigned or transferred in any manner by the Buyer without the prior written consent of the Seller/Contractor; (c) may be modified only in a writing signed by both parties; (d) shall be governed by Washington State law and, if necessary, litigated in Washington State, either, in King, Thurston or Lewis Counties at Seller's discretion; (e) the failure to insist on the performance of any part(s) of this Agreement, or to exercise any rights, shall not be construed as a waiver or relinquishment of such term, covenant or condition or right; and, (f) if any part of this Agreement, its Addendum or other related documents are found to be unenforceable, the remaining parts shall still be in full force and effect. This Agreement may be executed and delivered via facsimile or other electronic means, with the same effect as the original. 15. FOR USED SALES ONLY: Notification of Assignment of Rights - Relinquished Property You are hereby notified that Pacific Mobile Structures, Inc. has assigned to Pacific Mobile Structures Exchange, LLC, as its qualified intermediary, its rights, but not its obligations, under this sale agreement with you for purposes of effecting a deferred Like -Kind Exchange under section 1031 of the Internal Revenue Code of 1986, as amended, and the applicable regulations. This notice is intended to comply with the requirements of Treasury Regulation Section 1.1031(k)-1(g)(4)(v). In Acceptance, Initials COPYRIGHT © 2016, PACIFIC MOBILE STRUCTURES, INC, ALL RIGHTS RESERVED Form Request for Taxpayer Give Form to the (Rev. December 2014) identification Number and Certification requester. Do not Department of 11102easuy send to the IRS. internal Revenue Service 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. PACIFIC MOBILE STRUCTURES EXCHANGE, LLC N2 Business name/dlsregarded entity name, If different from above CD M ru a 3 Check appropriate box for federal tax classification; check only one of the following seven boxes 4 Exemptions (codes apply only to d y ❑ lndivldual/sole proprietor or ❑ C Corporation ❑✓ S Corporation Partnership Trust/estate ❑ P ❑ certain entities, not Individuals; see instructions on page 3): d e > single -member LLC Q Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) I -P Exempt payee code (if any) ° 0 2 Note. For a single -member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for Exemption from FATCA reporting y the tax classification of the single -member owner. code (if any) pL , c ❑ Other (see Instructions) 11- rtu tivdou dw u.si 5 Address (number, street, and apt. or suite no.) Requester's name and address (optionali U fl• P.O. Box 1404 m S City, state, and ZIP code n c Chehalis, WA 98532 7 List account numbers) here (optionaq Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid I Social security number backup withholding. For individuals, this is generally your social security number (SSN). However, for a I I I _ m resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see Now to get a TIN on page 3. or Note. If the account Is in more than one name, seethe irlstructions for line 1 and the chart on page 4 for I Employer identification number guidelines on whose number to enter. M81 _—I 2.1 3 15 19 19 12 19 Certification Under penalties of perjury, I certify that: The number shown on this form is my correct taxpayer Identification number (or I am waiting for a number to be issued to me); and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (f any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above If you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, yo a not required to sign the certification, but you must provide your correct TIN. See the Instructions on page 3. /'r �� Hen I re us personf►. lc� T Date 11- General InstructiofAS • Form 1098 (home mortgage interest), 1098 -student loan interest), 1098-T (tuition) Section relerences are to the Internal Revenue Code unless otherwise noted. • Form 1099-C (canceled debt) Future developments. Information about developments affecting Form W-9 (such . Form 1099-A (acquisition or abandonment of secured property) as legislation enacted after we release It) Is at www.irs.gov/fw9. Use Form W-9 only if you are a U.S. person (ncluding a resident alien). to Purpose of Form provide your correct TIN. An individual or entity (Form W-9 requester) who is required to file an infomlatlon it you do not return Form W-9 to the requester with a TlN, you might be subject return with the IRS must obtain your correct taxpayer Identification number (TIN) to backup withholding. See What is backup withholding? on page 2. which may be your social security number (SSN), individual taxpayer identification By signfng the filled -out form, you: number (ITIN), adoption taxpayer identification number (ATiN), or employer 1. Certify that the TIN you are giving is correct (or you are wailing for a number Identification number (EIN), to report on an information return the amount paid to to be Issued), you, or other amount reportable on an information return. Examples of Information returns include, but are not limited to, the following: 2. Certify that you are not subject to backup withholding, or • Form 1099 -INT (interest earned or paid) 3 Claim exemption from backup withholding If you are a U.S, exempt payee. If • Form 1099 -DN (dividends, Including those from stocks or mutual funds) applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business Is not subject to the • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) withholding tax on foreign partners' share of effectively connected Income, and • Form 1099-B (stock or mutual fund sales and certain other transactions by 4 Certify that FATCA code(s) entered on this form Of any) indicating that you are brokers) exempt from the FATCA reporting, is correct. See What is FATCA reporting? on • Form 1099-S (proceeds from real estate transactions) page 2 for further Information, • Form 1099•K (merchant card and third party network transactions) Cat. No. 10231 X Form W-9 (Rev. 12.2014) WIRE TRANSFER INSTRUCTIONS: Account Name: ABA/Routing No Account No: Reference: CHECK INSTRUCTIONS: PAYMENT INFORMATION FOR LIKE -KIND EXCHANGE PROGRAM Pacific Mobile Structures Exchange, LLC. 121000248 4310171475 Invoice # Make check payable to: Pacific Mobile Structures Exchange, LLC. Mail payment to: PO Box 1404, Chehalis WA 98532 For overnight check delivery: 1554 Bishop Rd., Chehalis WA 98532 PACIFIC RENTAL QUOTE PACIFIC Date: 9/8/2016 $1,160.00 I� Jrl/J:�/�►'�/,Y/Ifi'[/l.'�►y Quote Number: 109821 $2,150.00 1 ❑� Lease Term: 40 Months $504.00 Sales Consultant: V $512.00 Stuart Kamstra City of San Rafael SITE ADDRESS P (209) 524-9128 F (209) 524-3413 1400 5th Ave. Fire Station #51 stuart@pacificmobile.com San Rafael, CA 94901 1400 5th Ave Raaj Patel 916-614-9777 San Rafael, CA 94901 rpatel@kitchell.com Raaj Patel 916-614-9777 Date Needed: 12/1/2016 Temp. Fire Station 24 -month term Please check your desired unit(s) and options _j 28x34 24x60 Rate 1$750.00 1 $995.00 _Rental Ramp - ADA Per attached drawing 0 Q $0.00 1 Q $602.00 Interior build -out 1❑ $590.00 1❑ $755.00 Total monthly rental cost (checked items only) $1,340.00 $2,352.00 Delivery Freight 2 ❑ $1,372.00 2 $1,122.00 Pilot Cars - Delivery 2 $1,160.00 2 Q $650.00 Standard Set 1 $2,795.00 1 $2,995.00 Tie Downs parts/labor 14 $1,386.00 16 $1,584.00 Skirting- Wood 128 $1,952.00 168 $2,562.00 ADA Ramp Delivery & Setup 0 $0.00 1 $3,475.00 Add sprinkler system 1 �/� $10,850.00 I 1 2 $11,850.00 Add IT/Data lines 1 $3,600.00 1 $3,800.00 Total setup cost (checked items only) $23,115.00 $28,038.00 Return Freight Pilot Cars - Return Standard Breakdown Tie Down Removal Skirting Removal ADA Ramp Removal 2 2 1 14 128 0 Total return cost (checked items only) A/] $1,160.00 2 ❑1 V $2,150.00 1 ❑� V $504.00 16 ❑� V $512.00 1681 ❑� V $0.00 1 ❑� $5,698.00 $650.00 $2,250.00 $576.00 $672.00 $3,025.00 $8,295.(„ (**All charges for the Term of 40 Months Both Buildings: $212,826.00) (**All charges to purchase both buildings: $258,825.00) *R.I.E. = Rate In Effect at Term End Note: Items manually checked will be reflected on your Order Confirmation. Two weeks notice required for pick up of building. **Pricing does not include applicable sales tax, and see attached scope of work for more details. Quote is good for 30 days and limited to availability of stock on hand. By signing, the customer is authorizing Pacific Mobile Structures to process the order for the selected equipment and services upon approval of credit. This authorization will convert this quotation into an Operating Lease Agreement bound by the Terms and Condition on Page Three (3) of this quotation. An Order Confirmation will be sent to the designated e-mail address on file. Customer Authorized Representative Date Page 1 of 2 P.O. Box 1404 Chehalis, WA 98532 r 800.225.6539. 1 pacificmobile.com Date: 9-8-16 24'x 60'& 28'x 34' MODULAR BUILDINGS SCALE: 1/8" =1' 04' Dorm #5 Dorm #4 Dorm #6 W/H L0 Fitness r Storage /IT 56'8" Dorm #1 Office O Day Room I I I �a p WIH I IO OII 0 1 I V ♦ I I Dorm #2 Dorm #3 I Kitchen I I LjI II I 1� 1� I I DIW \\ 00' ION AVENUE 0 _81 � x Gye RASED CON C x�� �"�1E15 r I I x GyQ GHQ BUSHES ■w� 10, 0 9� 00, 40 ♦ ^D .x bS X,' I I I �I = ACE 05 CON C MODU LAR #2 I I FITNESS/LIVING 24'X40' I I I I I ACCESSIBLE RAMP I I I I —_i - ------------------�� �------- _---------- o ------------------- p -O�I _i Lr) ♦ ♦ I D5ARCH ITECTU RAL SITE PLAN SCALE: 1/8"=1'-0" PROPERTY LINE (E) CURB TO REMAIN CX ab /p:, MISSION AVENU,,E RFNrHk/ ,QRK- L_L v' 22f NO ■ �g IN -E E E Ex E � \ I �G .0. Al GENERAL NOTES 2 PRE-ENGINEERED METAL BLDG. I o w -�—�— —-----�---- C— — --- C—D C— T— T T I +I I I I I I I I I I I I I I I I I I 1 — I C -D C= � I L_I L --------- ��—��—I--W — C-- ----J L1��� 9 5 rq;:l 1G5�--J � 2 SL0" ,4 --------------------- — — — --------------------- -- -- -- — —� W +2�I , N 81X201 (N) 8 X20 , �,, TG— F I CONTAINER I I CONTAINER I INV 6 7 1 8 , �---------------------� �---------------------� I �� I I ,�� ��,s b� % ��� J x x o �-------------- -- �1� \\ D f ETCL R13 TCf\J-EMAI N ���� ����� 6� W U B E UBS BUSHES B3 STA R S ±1521-711 A-004 I I� I II I I I {� o� �n n JU U I I I I I I I I I I CB I I � I TB 6 J TC 6785 NV 6308 1 architect 1212 BROADWAY, SUITE 401 OAKLAND, CA 94612 phone: 510.208.9400 www.marymcgratharchitects.com consultants date I description phase CONSTRUCTION DOCUMENTS project title City of San Rafael Fire Station 51 TEMPORARY FACILITIES 1400 5TH AVE. SAN RAFAEL, CA 94901 sheet title ARCHITECTURAL SITE PLAN project no. 2510.00 sheet no. A-003 Q Mary McGrath Architects, Inc. I All Rights Reserved ;_ a x ox PROPERTY LINE (E) CURB TO REMAIN CX ab /p:, MISSION AVENU,,E RFNrHk/ ,QRK- L_L v' 22f NO ■ �g IN -E E E Ex E � \ I �G .0. Al GENERAL NOTES 2 PRE-ENGINEERED METAL BLDG. I o w -�—�— —-----�---- C— — --- C—D C— T— T T I +I I I I I I I I I I I I I I I I I I 1 — I C -D C= � I L_I L --------- ��—��—I--W — C-- ----J L1��� 9 5 rq;:l 1G5�--J � 2 SL0" ,4 --------------------- — — — --------------------- -- -- -- — —� W +2�I , N 81X201 (N) 8 X20 , �,, TG— F I CONTAINER I I CONTAINER I INV 6 7 1 8 , �---------------------� �---------------------� I �� I I ,�� ��,s b� % ��� J x x o �-------------- -- �1� \\ D f ETCL R13 TCf\J-EMAI N ���� ����� 6� W U B E UBS BUSHES B3 STA R S ±1521-711 A-004 I I� I II I I I {� o� �n n JU U I I I I I I I I I I CB I I � I TB 6 J TC 6785 NV 6308 1 architect 1212 BROADWAY, SUITE 401 OAKLAND, CA 94612 phone: 510.208.9400 www.marymcgratharchitects.com consultants date I description phase CONSTRUCTION DOCUMENTS project title City of San Rafael Fire Station 51 TEMPORARY FACILITIES 1400 5TH AVE. SAN RAFAEL, CA 94901 sheet title ARCHITECTURAL SITE PLAN project no. 2510.00 sheet no. A-003 Q Mary McGrath Architects, Inc. I All Rights Reserved ;_ a SCOPE OF WORK Date: 9/8/2016 Specific to: San Rafael Fire Station #51 Building Size: 24x60 & 28x34 PACIFIC r.►r►r. r►�Yx•►►tyrrw��l GENERAL Provide floor plan of proposed building X Pre -construction meetings & project management of our sub -contractors X Working hours 7:00- 5:00 X Prevailing wages & certified payroll X Project Insurance X Performance and payment bonds, optional X MODULAR BUILDING PMsI building per attached drawing X CLIENT Fire sprinklers stem X X Deliverbuilding sections to site X X Install modular building with floor level approx. 30" above grade X X Bolt building sections together on temporary steel pier foundation X X Interior & exterior finishes to modular building X X Casework base, upper, and plumbing fixtures X X Refrigerators, Stove, Washer/dryer X Building access ramps, landing, and steps X All furniture and equipment X BUILDING ENGINEERING AND DESIGN PMsI CLIENT Engineered building plans (HCD recode to R2) X Engineered foundation plans Pre -Approved by HCD X Engineered step & ramp access Copies of pre -approved X SITE PREPARATION Determine building corners X Site accessible by truck, free of obstacles, no overhead obstructions X Site survey and soils report, if required X Site security X Portable toilets X Dumpsters X All site improvements (parking, fencing, landscape, sidewalks, etc.) X Scope of Work 1 of 2 (800) 225-6539 SCOPE OF WORK Date: 9/8/2016 Specific to: San Rafael Fire Station #51 Building Size: 24x60 and 28x34 PACIFIC r.►r►r. r►�Yx•►►tyrrw��l FOUNDATION Building pad preparation X Steel pier and wood PT pad foundation X Auger or cross -drive type seismic tie -downs X X Matching building skirt on all 4 -sides X Bring phone & computer service to modular building, and final connection Venting & access hatch, per code X X Extend electrical service to modular building X Provide and install meter and service to building X Connect modular building subpanels to main distribution panel X Provide separate electrical subpanels for each building section X Connect all electrical lines between modular building sections X Provide and install all interior lighting and outlets X DATA Security or alarm systems X Up to 20 phone & computer jacks pre -wired X Patch panel for computer lines, and 66 block for phone lines X Bring phone & computer service to modular building, and final connection X All fixtures with waste, water, and vent piping inside building X Water line connections between building sections X All horizontal sewer lines below modular floor X Extend water & waste lines to modular building X Flush water system before final connection X Exterior hose bibs, optional X Proper drainage of site X Endwall HVAC units Fiberglass ducting and 2x2 lay -in registers Comfort test and balance (certified balancing optional) X_ X_ X Any items arising on the project that are not specifically addressed in the specifications or Scope of work will be the sole responsibility and cost of the customer. Scope of Work 2 of 2 (800) 225-6539 LEASE/RENTAL TERMS AND CONDITIONS This is an agreement between Pacific Mobile Structures, Inc. (PMSI) and Renter. 1. Basic Terms/Quote Form - The basic terms of this Agreement, including but not limited to, rental price, Renter's identity, are set forth in the cover letter and Quote Form accompanying these Terms and Conditions. Additional terms and details agreed upon after Renter returned its signed Quote Form are set forth in the Order Confirmation. Renter acknowledges that absent written notice within 48 hours of receiving the Order Confirmation, the additional terms and details therein are deemed incorporated into this Agreement. The following terms and conditions a2. Access/Site Conditions/Utility Service — Renter shall provide free and clear access for delivery and return of leased equipment by standard mobile transport vehicles. Renter shall provide firm and level ground on no more than six-inch slope from one end to the other for safe installation of the leased equipment. Site selection is the sole responsibility of Renter and PMSI shall have no liability for determining the adequacy of any site. Furthermore, PMSI solely reserves the right, for any reason, to refuse to release delivery to any site it deems inadequate for use or installation. Renter shall be responsible for obtaining any permits required to install and operate the equipment. Renter shall provide at Renter's expense adequate electrical power, water and other utility services with proper connection to leased equipment. 3. Other Fees, Expenses and Taxes — In addition to the rental payments provided for herein, Renter shall pay all expenses, fees, charges, and fuel surcharges incurred in connection with the leased equipment during its delivery, use and recovery. Additional charges include, but are not limited to, the following instances: (1) where travel permits and/or pilots are refluired for delivery: (2 where the delivew site is not a level. comt acted and accessible site: (3l where tic downs are reouired - if the tie down ontion is not taken. Renter assumes liability: (4) where alternate steps are needed (temnorary sten furnished but step�s may not meet all local coded. In addition. return costs are to be at the orevailme rate at terminatiop of lease. thus they are subiect to chanp_e denendina on special circumstannes such as fuel costs and delivery routes. Sales tax is not included in the return freight det)osit and will be billed on the final invoice. Renter also agrees to pay any fines, servicing costs, sales taxes, use taxes, personal or real property taxes and other use taxes, and all assessments and other governmental charges whatsoever payable on Renter's use, possession, rental, shipment, transportation, delivery or operation thereof. An early termination fee may be assessed if lease is cancelled prior to the term end date. 4. Delivery by PMSI / Location and Return of Leased Equipment – PMSI shall not be liable to Renter for any failure or delay in delivering the leased equipment. By taking delivery thereof Renter acknowledges that the leased equipment is in good working condition, free of any physical defect or damage, and is fit for the purpose for which it is leased. Further, the leased equipment shall remain at the delivery site until the termination of this lease, at which time PMSI shall pick up the leased equipment. The leased equipment shall not be moved without PMSI's prior written consent. Two weeks' notice is required prior to equipment return date. 5. Lawful Use, Assignment, and Subletting – Renter shall use or permit the use of the leased equipment only for lawful purposes and operate in compliance with all laws. If the leased equipment is used by any party in association with unlawful activity prior to it being returned to PMSI, Renter agrees to reimburse PMSI upon demand for any and all incidental costs PMSI incurs, including, but not limited to, time and cost expenses associated with participating in governmental administrative or law enforcement processes, attorney fees, and remedial costs. Renter shall not assign, transfer, sublet, or in any way assign its rights hereunder, and shall not pledge, permit to be liened, mortgage, or otherwise encumber its rights or interests hereunder. All third -party claims of possession, interest or ownership outside those of PMSI's or the Renter, as stated herein, shall be deemed invalid. 6. Insurance — Renter, at its expense, will obtain and keep in force Property damage insurance -special form, replacement cost coverage, with PMSI added as loss payee, ATIMA. Renter will also indemnify PMSI with respect to all liability in accordance with the provision of Paragraph 9 and provide general liability protection in the amount of $1,000,000 each occurrence listing PMSI as additional insured. If Renter shall fail to produce the required property insurance coverage certificate within ten (10) days from the commencement of the Lease, they are automatically opted into the Property Damage Waiver Program referenced in Section 7 until proof is presented. 7. Property Damage Waiver Program Option — Renter's participation in the Property Damage Waiver program relieves the requirement that Renter provide PMSI with a property damage insurance certificate, as required in the preceding Insurance paragraph. However. general liabilitv insurance still needs to be submitted Der the nrior Daragranh's reouirements. Moreover, the waiver fee is not an insurance nolicv. as Pacific Mobile in not an insurance comnanv. The waiver is specifically for the unit listed and solelv limits the customer's DroDerty liability in regard to fire. theft. vandalism and malicious mischief. The following limitations also aDDly: The Renter is resDonsible for a $2.000 DroDerty damage deductible. Der unit/Der loss occurrence. The waiver fee only covers the unit itself, and Renter is responsible for insuring the contents. The waiver does not aDDIy if the DroDerty damage is caused by anv of the following acts of God (earthquake, seismic activity, high winds, hurricane, tornado, flood), acts of terrorism, building contents, damages caused by Renter or its employees, collision damage from vehicles and other equipment, collision damage while being transported or moved, abuse or neglect by Renter. The responsibility for property damage due to these perils is on the Renter. Cancellation: Either party can cancel the waivers with 10 days prior written notice. If the waivers are canceled, the customer must provide insurance. The waiver fees must be paid in order for this option to be valid. If the customer fails to pay their rent or the waiver fees the waivers are terminated automatically. Claims: Must be reported by fax or email within 48 hours of their occurrence for the Property damage waiver to be valid. 8. Accidents or Claims — Renter shall within 24 hours after any property damage or casualty event involving the leased equipment notify PMSI by telephone, and within 48 hours notify PMSI in writing. Said report shall state the time, place, and nature of the event, the damage sustained, the names and addresses of persons involved, persons injured and witnesses, and any other information relating to said event and it shall promptly forward to PMSI all correspondence, notices or documents received in connection with any claim or demand relating to the leased equipment or its operation, and shall aid in the investigation and defense of all such claims and demands. Nothing herein shall be deemed to modify the provisions of the paragraph herein in which Renter holds PMSI harmless and indemnifies PMSI against all these matters, and PMSI shall have no responsibility to take any action whatsoever in the event of such casualty. 9. Non -Liability of PMSI and Indemnification — Unless caused solely by PMSI's negligence, PMSI shall not be liable to Renter for any loss, damage, or expense of any kind or nature caused directly or indirectly by the leased equipment or by the use, maintenance, operation, handling or storage thereof, or for the loss of Renter's business or damages whatsoever or howsoever caused. Renter does hereby indemnify PMSI and holds PMSI, its agents and employees harmless from any and all losses, damages, claims, demands, or liability of any kind whatsoever, including legal expenses and attorney's fees arising from the use, condition or operation of the leased equipment. 10. Maintenance, Damage and Destruction — Renter shall at Renter's own expense at all times keep the equipment in good and efficient working order, condition and repair and shall maintain thereon such identification of ownership as PMSI may require. PMSI will maintain and make any repairs required from normal use to the roof, doors, windows, light fixtures, heating, ventilating and air conditioning systems, except that Renter shall replace heating, ventilating and air conditioning filters and burnt out lamps as required and pay for any damage caused by the Renter. Renter shall bear the risk of damage, theft or destruction of the leased equipment from every cause, except as outlined in paragraph 7, if selected, and shall make all replacements, repairs or substitution of parts of equipment thereon at its expense, all of which shall constitute Renter's obligatory maintenance of the leased equipment. If Renter does not adequately maintain the equipment or adequately repair any damage for which Renter is responsible, PMSI shall have the option to perform the maintenance or repair at Renter's expense. Renter shall at its expense provide adequate janitorial service to keep the leased equipment in good condition, fair wear and tear excepted. On termination of this lease, the leased equipment shall be returned to PMSI in the same condition as when delivered, fair wear and tear excepted. 11. Inspection by PMSI - PMSI may inspect the leased equipment at any reasonable time, and may post any notice of non -responsibility or interest protecting notice. 12. Default — Renter defaults on this Agreement if Renter fails to: make timely payment of any rent installment or other amount due and payable; or, comply with the other terms, covenants, or conditions herein. Default also occurs if Renter or its creditors files for relief under any bankruptcy or similar debtor relief law, or if Renter assigns for the benefit of creditors, or if a receiver is appointed to take possession of any assets of Renter. Upon default, PMSI may at its option immediately terminate Renter's right to possession of the leased equipment by giving written notice to Renter. This right is not limited in instances where the unit is being used as commercial office space or for anv other commercial nuMoses. Renter a�ripees that the essence of this A.2rce-T. t is, that PMSI is leIpsing couinment. Renters use of such equment as commercial office mace or other commercial use is incidental. The leased eauinment shall remain nersonal oronerty regardless of its use or manner of attachment to realtv and real nronerty laws do not annly to this Agreement. Unon PMSI's written notice of default to Renter. Renter agrees that the leased equipment shall be surrendered to PMSI and PMSI may take possession thereof by entering upon Renter's premises without further notice of repossession. Upon renpsse`cion. PMSI shall retain all rents and any other amounts paid by Renter hereunder. Repossession by PMSI or the surrender of the leased equipment to PMSI shall not affect the right of PMSI to recover from Renter any and all damages which PMSI shall have sustained by reason of Renter's breach. PMSI reserves the right to (a) relet the leased equipment and apply any net proceeds as an offset to any unperformed Renter term, or (b) sell the leased equipment and apply the net proceeds as appropriate under the circumstances to Renter's unperformed financial obligations, or (c) cancel and terminate the lease. In addition to any other remedies provided for herein, PMSI may recover from Renter the worth at the time of the termination of the lease the unperformed value of the lease. 13. Renter's Possession on Termination — If Renter retains possession of the leased property beyond the term expiration date without proper written renewal notice, PMSI shall have the option of (i) repossessing its property at any time without notice or (ii) deeming this Agreement renewed as a month to month tenancy. 14. Attorney's Fees, Collection Fees, Costs, Interest — If Renter defaults on this Agreement, PMSI shall be entitled to recover from Renter all items of damages, costs and expenses, including court costs and reasonable attorney's fees, incurred by PMSI to enforce its rights and remedies hereunder. PMSI shall also be entitled to interest on delinquent payments at the maximum rate permitted by law. 15. Miscellaneous — This Lease shall be construed and interpreted under the laws of the state of California. All signed copies shall constitute duplicate originals. 16. Notices — All notices required under the term and provision of the Lease shall be in writing and shall become effective when: deposited in the United States mail, with proper postage prepaid, addressed to the parties at the respective addresses appearing herein; and/or, upon actual delivery by other means, including electronically.