HomeMy WebLinkAboutCC Value Rental Lease AgreementDocuSign Envelope ID: 4C8837C6-D78A-4AED-8ADF-B6E2F57A35E8
APPLICATION NO. AGREEMENT NO
Value Rental Lease Agreement
Ray Morgan Company
The words "User," "Lessee," "you" and "your" refer to Customer. The words "Owner," "Lessor,"'Wve," "us" and "our" refer to Ray A. Morgan Company.
FULL LEGAL NAME
STREET ADDRESS
City of San Rafael
1400 Fifth Avenue
CITY STATE
ZIP PHONE FAX
San Rafael CA
94915-1560 (415) 485-3066
BILLING NAME (IF DIFFERENT FROM ABOVE)
BILLING STREET ADDRESS
Citv Clerk's Office
CITY STATE ZIP E-MAIL
EQUIPMENT LOCATION (IF DIFFERENT FROM ABOVE)
EQUIPMENTDESCRIPTION
NOT FINANCED
UNDER THIS
MAKE/MODEUACCESSORIES SERIAL NO STARTING METER AGREEMENT
1 Canon imageRUNNER ADVANCE DX C3830i ❑
❑ See attached Schedule A ❑ See attached Billing Schedule
6 Payments' of $ See Schedule B If you are exempt from sales tax, attach your certificate 'plus applicable taxes
The payment ("Payment") period is monthly unless otherwise indicated.
Payment includes 2,000 B&W images per month Overages billed at $ $0.006 per B&W image'
Overages billed at $
Overages billed at $
Payment includes
Payment includes
Payment includes
500
General Color images per month
Pro. Color images per month
$0.05 per General Color image'
per Pro. Color image'
scans per month Overages billed at $ per scan'
Please check one: Meter Readings verified: ❑ Monthly ❑ Quarterly x❑ Other: Annual (If nothing is selected, then Quarterly will be your Meter Reading option.)
Upon acceptance of the Equipment, THIS AGREEMENT IS NONCANCELABLE, IRREVOCABLE AND CANNOT BE TERMINATED.
OWNER
5,
Ray
by:
Ray A. Morgan Company 5'fi�,.-MaI44,,t I Leasi na Manacier 10/26/2021
BY SIGNING BELOW OR AUTHENTICATING AN ELECTRONIC RECORD HEREOF, YOU CERTIFY THAT YOU HAVE REVIEWED AND DO AGREE TO ALL TERMS AND CONDITIONS OF
THIS AGREEMENT ON THIS PAGE AND ON PAGE 2 ATTACHED HERETO.
City of San RafaelDocuSipned by; X RF Cit manager 10/26/2021
CUSTOMER (as referenced above) SIG T A3AF4CBa9CA34BA TITLE DATED
94-60000424 Jim Schutz
FEDERAL TAX I.D. # PRINT NAME
- TERMS I CONDITIONS
1. AGREEMENT: You agree to rent from us the goods, together with all replacements, parts, repairs, additions, and accessions incorporated therein or attached thereto and any and all proceeds of the foregoing, including, without limitation,
insurance recoveries ('Equipment) and, if applicable, finance certain software, software license(s), software components and/or professional services in connection with software (collectively, the 'Financed Items; which are included in the
word'Equipmenr unless separately stated) from software licensors) and/or supplier(s) (collectively, the 'Supplier), all as described in this Agreement and in any attached schedule, addendum or amendment hereto ('Agreement). You
represent and warrant that you will use the Equipment for business purposes only. You agree to all of the terms and conditions contained in this Agreement, which, with the acceptance certification, is the entre agreement between you and us
regarding the Equipment and which supersedes any purchase order, invoice, request for proposal, response or other related document This Agreement becomes valid upon execution by us. In order to facilitate an orderly transition, the start
date of this Agreement will be the date the Equipment is delivered to you or a date designated by us, as shown on the first invoice. If a later start date is designated, in addition to all Payments and other amounts due hereunder, you agree to
pay us a transitional payment equal to 1130th of the Payment, multiplied by the number of days between the date the Equipment is delivered to you and the designated start date. The first Payment is due 30 days after the start of this Agreement
and each Payment thereafter shall be due on the same day of each month. 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 dale 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 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 bylaw.
2. OWNERSHIP; PAYMENTS; TAXES AND FEES: We own the Equipment, excluding any Financed Items. Ownership of any Financed Items shall remain with Supplier thereof. You will pay all Payments, as adjusted, when due, without
notice or demand and without abatement, set-off, counterclaim or deduction of any amount whatsoever. If any part of a Payment is more than 5 days late, you agree to pay a late charge of 10% of the Payment which is late or, if less, the
maximum charge allowed by law. The Payment may be adjusted proportionately upward or downward: (i) if the shipping charges or taxes differ from the estimate given to you; and/or (o) to comply with the tax laws of the state in which the
Equipment is located. You shall pay all applicable taxes, assessments and penalties related to this Agreement, whether levied or assessed on this Agreement, on us (except on our income) or you, or on the Equipment, its rental, sale.
ownership, possession, use or operation. If we pay any taxes or other expenses that are owed hereunder, you agree to reimburse us when we request You agree to pay us a yearly processing fee of up to $50 for personal property taxes we
pay related to the Equipment You agree to pay us a fee of up to $50 for filing and/or searching costs required under the Uniform Commercial Code ('UCC') or other laws. You agree to pay us an odgination fee of $125 for all closing costs.
We may apply all sums received from you to any amounts due and owed to us under the terms of this Agreement If for any reason your check is returned for insufficient funds, you will pay us a service charge of $30 or, if less, the maximum
charge allowed by law. We may make a profit an any fees, estimated tax payments and other charges paid under this Agreement
29887 (2017) Page 1 of 2 Rev. 05/08/2020
DocuSign Envelope ID: 4C8837C6-D78A-4AED-8ADF-B6E2F57A35E8
3. EQUIPMENT; SECURITY INTEREST: At your expense, you shall keep the Equipment (d) in goad repair, condition and working order, in compliance with applicable laws, ordinances and manufacturers and regulatory standards, (i) free
and clear of all liens and claims; and (ii) at your address shown on page 1, and you agree not to move it unless we agree in writing. You grant us a security interest in the Equipment to secure all amounts you owe us under this Agreement or
any other agreement with us ('Other Agreements'), except amounts under Other Agreements which are secured by land and/or buildings. You authorize and ratify our filing of any financing statements) to show our interest You will not
change your name, state of organization, headquarters or residence without providing prior written notice to us. You will notify us within 30 days if your slate of organization revokes or terminates your existence.
4. INSURANCE; COLLATERAL PROTECTION; INDEMNITY; LOSS OR DAMAGE: You agree to keep the Equipment fully insured against all risk, with us named as lender's loss payee, in an amount not less than the fug replacement value
of the Equipment until this Agreement is terminated. You also agree to maintain commercial general liability insurance with such coverage and from such insurance carrier as shall be satisfactory to us and to include us as an additional insured
on the policy. You will provide written notice to us within 10 days of any modification or cancellation of your insurance po licy(s). You agree to provide us certificates or other evidence of insurance acceptable to us If you do not provide us
with acceptable evidence of property insurance within 30 days after the start of this Agreement, we may, at our sole discretion, to do so as provided in either (A) or (B) below, as determined in our discretion (A) We may obtain insurance
covering our interest (and only our interest) in the Equipment for the Agreement term and renewals. Any insurance we obtain will not insure you against third party or liability claims and may be cancelled by us at any time You may be required
to pay us an additional amount each month for the insurance premium and an administrative fee. The cost may be more than the cost of obtaining your own insurance; 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 hold 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 any way related to delivery, installation, possession, ownership, renting, manufacture, use, condition, inspection, removal, return or storage of the Equipment All indemnities will survive the expiration or
temhination of this Agreement You are responsible for any loss, theft destruction or damage to the Equipment ('Loss'), regardless of cause, whether or not insured. You agree to promptly nobly us n writing of any Loss. If a Loss occurs and
we have not otherwise agreed in writing, you will promptly pay to us the unpaid balance of this Agreement, including any future Payments to the end of the term plus the anticipated residual value of the Equipment both discounted to present
value at 29/. Any proceeds of insurance will be paid to us and credited against the Loss. You authorize us to sign on your behalf and appoint us as your attorney-in-fact to endorse in your name any insurance drafts or checks issued due to a
Loss.
5. ASSIGNMENT: YOU SHALL NOT SELL, TRANSFER, ASSIGN, ENCUMBER, PLEDGE OR SUBRENT THE EQUIPMENT OR THIS AGREEMENT, without our prior written consent which will not be unreasonably withheld. You
shall not consolidate or merge with or into any other entity, distribute, sell or dispose of all or any substantial portion of your assets other Ulan in the ordinary course of business, without our prior wdften consent and the surviving, or successor
entity or the transferee of such assets, as the case may be, shall assume all of your obligations under this Agreement by a written instrument acceptable to us. No event shall occur which causes or results in a transfer of majority ownership of
you while any obligations are outstanding hereunder. We may sell, assign, or transfer this Agreement without notice to or consent from you. You agree that if we sell, assignor 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 our assignee will not be subject to any claims, defenses, or offsets that you may have against us. This Agreement shall be binding on
and inure to the benefit of the partes hereto and their respective successors and assigns.
6 DEFAULT AND REMEDIES: You will be in default it () you do not pay any Payment or other sum due to us or you fail to perform in accordance with the covenants, terms and conditions of this Agreement or any other agreement with us
or any of our affiliates or fail to perform or pay under any material agreement with any other entry; (ii) you make or have made any false statement or misrepresentation to us; (ii) you or any guarantor dies, dissolves, liquidates, terminates
existence or is in bankruptcy; (iv) you or any guarantor suffers a material adverse change in its financial, business or operating condition; or (v) any guarantor defaults under any guaranty for this Agreement. If you are ever in default al our
option we can cancel this Agreement and require that you pay the unpaid balance of this Agreement including any future Payments to the end of term plus the anticipated residual value of the Equipment, both discounted to present value at
2°6. We may recover default interest on any unpaid amount at the rate of 121/6 per year. Concurrently and cumulatively, we may also use any remedies available to us under the UCC and any other law and we may require that you immediately
stop using any Financed Items. If we take possession of the Equipment, you agree to pay the costs of repossession, moving, storage, repair and sale. The net proceeds of the sale of any Equipment will be credited against what you owe us
under this Agreement and you will be responsible for any deficiency. In the event of any dispute or enforcement of our rights under this Agreement or any related agreement you agree to pay our reasonable attorneys' fees (including any
ncurred before or at trial, on appeal or in any other proceeding), actual court costs and any other collection costs, including any collection agency fee. WE SHALL 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 rights ata tater time. You agree that this Agreement
s a 'F nance 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 lire UCC. If interest is charged or collected in
exce.,., of the maximum lawful rate, we will refund such excess to you, which will be your sole remedy.
7 INSPECTIONS AND REPORTS: We have the right at any reasonable time, to inspect the Equipment and any documents relating to its installation, use, maintenance and repair. Within 30 days after our request (or such longer period as
prov ded herein), you will deliver all requested information (including tax returns) which we deem reasonably necessary to determine your current financial condition and faithful performance of the lerms hereof. This may include: (i) compiled,
reviewed or audited annual financial statements (including, without limitation, a balance sheet a statement of income, a statement of cash flow, a statement of changes in equity and notes to financial statements) within 120 days after your
f..ca year end, and (it) management -prepared interim financial statements within 45 days after the requested reporting period(s). Annual statements shall set forth the corresponding figures for the prior fiscal year in comparative form, all in
rea..onable detail without any qualification or exception deemed material by us. Unless otherwise accepted by us, each financial statement shall be prepared in accordance with generally accepted accounting principles consistently applied
and hall fairly and accurately present your financial condition and results of operations for the period to which it pertains. You authorize us to obtain credit bureau reports for credit and collection purposes and to share them with our affiliates
and agents
8 END OF TERM: At the end of the initial term, this Agreement shall renew for successive 12 -month renewal term(s) under the same terms hereof unless you send us wriften notice between 90 and 150 days before the end of the initial term
or at least 30 days before the end of any renewal term that you want to return the Equipment and you fimely return the Equipment You shall continue making Payments and paying all other amounts due until the Equipment is returned As
long as you have given us the required written notice, you will return all of the Equipment 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 EQUIPMENT, INCLUDING BUT NOT LIMITED TO HARD DRIVES, DISK DRIVES OR ANY OTHER FORM OF MEMORY
9. USA PATRIOT ACT NOTICE; ANTI -TERRORISM AND ANTI -CORRUPTION COMPLIANCE: To help the government fight the funding of terrorism and money laundering activities federal law requires all financial institutions to obtain,
verify, and record information that identifies each customer who opens an account When you enter into a transaction with us, we ask for your business name, address and other information that will allow us to identify you We may also ask
to see other documents that substantiate your business identity. You and any other person who you control, own a controlling interest in, or who owns a controlling interest in or otherwise controls you in any manner ('Representatives) are
and will remain in full compliance with all taws, regulations and government guidance concerning foreign asset control, trade sanctions, embargoes, and the prevention and detection of money •aundering bribery corruption. and terrorism, and
neither you nor any of your Representatives is or will be listed in any Sanctions -related list of designated persons maintained by the U.S. Department of Treasurys Office of Foreign Assets Control or successor or the U.S. Department of State.
You shall, and shag cause any Representative to, provide such information and take such actions as are reasonably requested by us in order to assist us in maintaining compliance with anti money laundering laws and regulations
10. MISCELLANEOUS: Unless otherwise staled in an addendum hereto, the parties agree that (i) this Agreement and any related documents hereto may be authenticated by electronic means; (,i) the 'or ginar of this Agreement shall be the
copy that bears your manual, facsimile, scanned or electronic signature and that also bears our manually or electronically signed signature and is held or controlled by us; and (ti) to the extent this Agreement constitutes chattel paper (as
defined by the UCC), a security interest may only be created in the original. You agree not to raise as a defense to the enforcement of this Agreement or any related documents that you or we executed or authenticated such documents by
electronic or digital means or that you used facsimile or other electronic means to transmit your signature on such documents. Notwithstanding anything to the contrary herein, we reserve the right to require you to sign this Agreement or any
related documents hereto manually and to send to us the manually signed, duty executed documents via overnight courier on the same day that you send us the facsimile, scanned or electronic transmission of the documents You agree to
execute any further documents that we may request to carry out the intents and purposes of this Agreement Whenever our consent is required, we may withhold or condition such consent in our sole discretion except as otherwise expressly
stated herein. From fime to time, Supplier may extend to us payment terms for Equipment financed under this Agreement that are more favorable than what has been quoted to you or the general public and we may provide Supplier nformation
regarding this Agreement if Supplier has assigned or referred it to us. A8 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. By providing us with a telephone number for a cellular phone or other wireless device, including a number that you later convert to a cellular number you are expressly consenting to
receiving communications, including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system, from us and our aRl:ates and agents at that number. This express
consent applies to each such telephone number that you provide to us now or in the future and permits such calls for non -marketing purposes. Calls and messages may incur access fees from your cellular provider You authorize us to make
non -material amendments (including completing and conforming the description of the Equipment) on any document in connection with this Agreement Unless stated otherwise herein all other modifications to this Agreement must be in
writing and signed by each party or in a duty authenticated electronic record. This Agreement may not be modified by course of performance.
11. WARRANTY DISCLAIMERS: WE ARE RENTING THE EQUIPMENT TO YOU 'AS -IS.' YOU HAVE SELECTED SUPPLIER AND THE EQUIPMENT BASED UPON YOUR OWN JUDGMENT. IN THE EVENT WE ASSIGN THIS
AGREEMENT OUR ASSIGNEE DOES NOT TAKE RESPONSIBILITIES FOR THE INSTALLATION OR PERFORMANCE OF THE EQUIPMENT. SUPPLIER IS NOT AN AGENT OF OURS AND WE ARE NOT AN AGENT OF SUPPLIER,
AND NOTHING SUPPLIER STATES OR DOES CAN AFFECT YOUR OBLIGATIONS HEREUNDER. YOU WILL 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, INFRINGEMENT OR ANY OTHER ISSUE IN REGARD TO THE EQUIPMENT, ANY ASSOCIATED SOFTWARE AND ANY FINANCED ITEMS. SO LONG AS YOU ARE NOT IN DEFAULT UNDER
THIS AGREEMENT, WE ASSIGN TO YOU ANY WARRANTIES IN THE EQUIPMENT GIVEN TO US.
12 LAW; JURY WAIVER: LAW; JURY WAIVER: This Agreement will be governed by and construed in accordance with the law of the principal place of business of Owner or, if assigned, its assignee. You consent to jurisdiction and venue
of any slate or federal court in the state of the Owner or, if assigned, its assignee has its principal place of business and waive the defense of inconvenient forum. For any action arising out of o r relating to this Agreement or the Equipment,
BOTH PARTIES WAIVE ALL RIGHTS TO A TRIAL BY JURY.
13 MAINTENANCE AND SUPPLIES: You have elected to enter into a separate arrangement with Supplier for maintenance, inspection, adjustment pads replacement drums, cleaning material required for proper operation and toner and
developer ('Arrangemenf ). You agree to pay all amounts owing under this Agreement regardless of any claim you have against Supplier relating to the Arrangement Supplier will be solely responsible for performing all services and providing
all supplies under the Arrangement You agree not to hold Owner (if different from Supplier) or any assignee of this Agreement responsible for Suppliers obligations under the Arrangement Asa convenience to you, we will provide you with
one invoice covering amounts owing under this Agreement and the Arrangement If necessary, Suppliers obligations to you under the Arrangement may be assigned by us. You have been informed that a surge protector is recommended to
protect your 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 You are 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 You agree to pay a monthly supply freight fee to cover the costs of shipping supplies to you. An image/scan is equal to a single sided 8.5' x 11' copy or print Each month, you are entitled to produce the minimum
number of images/scans shown on page 1 of this Agreement for each applicable image/scan type. Regardless of the number of images/scans made, you will never pay less than the minimum Payment You agree to provide periodic meter
readings on the Equipment If at any time during the term of this Agreement meter readings are not collected electronically there will be a $5 fee assessed per device, per mo nth for the term of this Agreement or until the meter readings are
set-up electronically. You agree to pay the applicable overage charge for each metered imaga/scan that exceeds the applicable minimum number of images/scans. Imagesfscans made on equipment marked as not financed under this
Agreement will be included in determining your image/scan and overage charges. At the and of the first year of this Agreement and once each successive 12 -month period thereafter, the maintenance and supplies portion of the Payment and
the overage charges maybe increased by a maximum of 15% of the existing payment or charge. If you have multiple devices at the installation address, which use the same supplies provided under this Agreement all devices using the same
supplies must be covered under an active agreement with Supplier.
14. EXCLUSIONS: Maintenance service under the Arrangement is contingent upon proper use of the device. The Arrangement does not include: a) Repairs resulting from causes other than normal use; yourwillf ld act use of any paper stock
that does not meet device specifications, negligence or misuse including, without limitation, damage to any part or mechanisms andfor use or supplies or spare parts not manufactured and/or use or supplies or spare parts not manufactured by
the original equipment manufacturer and which cause abnormally high service calls or service problems; accident transportation, failure of electrical power, air conditioning or humidity control related problems, acts of nature (fire , flood etc.),
theft, or any other unusual circumstance. b) Repairs made necessary by service performed by personnel other than Ray A. Mogan Company representative. c) Work which you request to be performed outside regular business hours. d)
Reconditioning or modification to the Equipment except those specified by Ray A. Mogan Company's Technical Service Department to assure greater performance of the Equipment e) Any and all work related to data flow between the
covered device and your computers, software or computer network; or work on your computers, software or computer network independent of the Equipment Q Repairs to the Equipment that is past the manufactures end of service fife.
29887 (2017) Page 2 of 2 Rev. 05/0812020
DocuSign Envelope ID: 4C8837C6-D78A-4AED-8ADF-B6E2F57A35E8
PAYMENT SCHEDULE "B"
AGREEMENT #
2828612
This Payment Schedule "B" is to be attached to and become part of Agreement # 2828612 dated
between the undersigned as Customer and RAY A MORGAN CO as Lessor/Secured Party.
Type of upfront payment and amount: Security Deposit $0.00
Advance Payment $0.00
Down Payment $0.00
Payment Schedule as follows:
*plus applicable taxes
1 partial annual Payment(s)* of $1,784.54 due 12/1/2021
1 annual Payment(s)* of $2,676.80 due 7/1/2022
1 annual Payment(s)* of $2,676.80 due 7/1/2023
1 annual Payment(s)* of $2,676.80 due 7/1/2024
1 annual Payment(s)* of $2,676.80 due 7/1/2025
1 partial annual Payment(s)* of $829.27 due 7/1/2026
This Payment Schedule "B" is hereby verified as correct by the undersigned Customer, who agrees to the terms hereof.
City of San Rafael
Customer
Uocu
Signed by.
X ,',
SighatUf&C849CA3413A
City Manager 10/26/2021
Title Date
NOTE: SIGNER OF THIS DOCUMENT MUST BE SAME AS ON THE AGREEMENT. A FACSIMILE OF THIS DOCUMENT WITH SIGNATURE
SHALL BE CONSIDERED TO BE AN ORIGINAL. CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE AGREEMENT, UNLESS
SPECIFICALLY STATED OTHERWISE.
SCHB REV 02/12
DocuSign Envelope ID: 4C8837C6-D78A-4AED-8ADF-B6E2F57A35E8
AGREEMENT NO
Ray Morgan /`!Company
CALIFORNIA JUDICIAL REFERENCE & STATE AND LOCAL GOVERNMENT ADDENDUM
Addendum to Agreement # 2828612 and any future supplements/schedules thereto, between City of San Rafael, as Customer and Ray A. Morgan Company, as
Lessor ("Agreement"). The words "you" and "your" refer to Customer. The words "we," "us" and "our" refer to Lessor.
The parties wish to amend the above -referenced Agreement by adding the following California Judicial Reference language:
1. Any and all disputes, claims and controversies arising out of, connected with or relating to the Agreement or the transactions contemplated thereby
(individually, a "Dispute") that are brought before a forum in which pre -dispute waivers of the right to trial by jury are invalid under applicable law shall
be subject to the terms contained in this Addendum in lieu of the jury trial waiver otherwise provided in the Agreement. Disputes may include, without
limitation, tort claims, counterclaims, claims brought as class actions, claims arising from schedules, supplements, exhibits or other documents to the
Agreement executed in the future, disputes as to whether a matter is subject to judicial reference, or claims concerning any aspect of the past, present
or future relationships arising out of or connected with the Agreement.
2. Any and all Disputes shall be heard by a referee and resolved by judicial reference pursuant to California Code of Civil Procedure ("CCCP") §§ 638
et seq. The referee shall be a retired California state court judge or an attorney licensed to practice law in the State of California with at least 10
years' experience practicing commercial law. The parties shall not seek to appoint a referee that may be disqualified pursuant to CCCP §641 or 641.2
without the prior written consent of all parties. If the parties are unable to agree upon a referee within 10 calendar days after one party serves a
written notice of intent for judicial reference upon the other parties, then the referee will be selected by the court in accordance with CCCP § 640(b).
3. The referee shall render a written statement of decision and shall conduct the proceedings in accordance with the CCCP, the Rules of Court, and the
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 CCCP §§644 and 645. The decision of the referee shall be appealable to the same extent and in the same manner that such decision
would be appealable if rendered by a judge of the superior court.
4. Notwithstanding the preceding agreement to submit Disputes to a judicial referee, the parties preserve, without diminution, certain rights and remedies
at law or equity and under the Agreement that such parties may employ or exercise freely, either alone or in conjunction with or during a Dispute.
Each party shall have and hereby reserves the right to proceed in any court of proper jurisdiction or by self-help to exercise or prosecute the following
remedies, as applicable: (A) all rights to foreclose against any real or personal property or other security by exercising a power of sale granted in the
Agreement or under applicable law or by judicial foreclosure and sale, including a proceeding to confirm the sale, (B) all rights of self-help including
peaceful occupation of property and collection of rents, setoff, and peaceful possession of property, (C) obtaining provisional or ancillary remedies
including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and in filing an involuntary bankruptcy proceeding, and
(D) when applicable, a judgment by confession of judgment. Preservation of these remedies does not limit the power of a judicial referee to grant
similar remedies that may be requested by a party in a Dispute. No provision in the 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 Addendum for judicial reference of any Dispute. The parties
do not waive any applicable federal or state substantive law except as provided herein.
5. If a Dispute includes multiple claims, some of which are found not subject to this Addendum, the parties shall stay the proceedings of the claims not
subject to this Addendum until all other claims are resolved in accordance with this Addendum. If there are Disputes by or against multiple parties,
some of which are not subject to this Addendum, the parties shall sever the Disputes subject to this Addendum and resolve them in accordance with
this Addendum.
6. During the pendency of any Dispute that is submitted to judicial reference in accordance with this Addendum, each of the parties to such Dispute shall
bear equal shares of the fees charged and costs incurred by the referee in performing the services described in this Addendum. 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.
7. In the event of any challenge to the legality or enforceability of this Addendum, the prevailing party shall be entitled to recover the costs and expenses
from the non -prevailing party, including reasonable attomeys' fees, incurred by it in connection therewith.
8. THIS ADDENDUM CONSTITUTES A "REFERENCE AGREEMENT" BETWEEN THE PARTIES WITHIN THE MEANING OF AND FOR PURPOSES
OF CCCP § 638.
The parties wish to amend the above -referenced Agreement by adding the following State & Local Government language:
REPRESENTATIONS AND WARRANTIES OF CUSTOMER: You hereby represent and warrant to us that: (i) you have been duly authorized under the
Constitution and laws of the applicable jurisdiction and by a resolution or other authority of your governing body to execute and deliver this Agreement
and to carry out your obligations hereunder; (ii) all legal requirements have been met, and procedures have been followed, including public bidding, in
order to ensure the enforceability of this Agreement; (iii) this Agreement is in compliance with all laws applicable to you, including any debt limitations or
limitations on interest rates or finance charges; (iv) the Equipment will be used by you only for essential governmental or proprietary functions of you
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; (v) 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 term of this Agreement; and (vi) your exact legal name is as set forth on page one of this Agreement.
NOTE: CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE AGREEMENT, UNLESS SPECIFICALLY STATED OTHERWISE.
33281 Page 1 of 2 Rev. 05/0812020
DocuSign Envelope ID: 4C8837C6-D78A-4AED-8ADF-B6E2F57A35E8
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 either automatically or by mutual ratification, this Agreement shall terminate
and you shall not be 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 or the term of this Agreement has
been renewed, 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 writing within seven days after (i) your
failure to appropriate funds sufficient for the payment of the Payments or (ii) to the extent required by applicable law, (a) this Agreement is not renewed
or (b) this Agreement is renewed by you (in which event this Agreement shall be mutually ratified and renewed), provided that your failure to give any
such notice under clause (i) or (ii) of this sentence shall not operate to extend this Agreement or result in any liability to you.
TITLE TO THE EQUIPMENT: If the selected purchase option for this Agreement is $1.00 or $101.00, unless otherwise required by law, upon your
acceptance of the Equipment, title to the Equipment shall be in your name, subject to our interest under this Agreement.
The parties wish to amend the above -referenced Agreement by restating the following language:
Any provision in the Agreement stating this Agreement supersedes any invoice and/or purchase order is hereby amended and restated as follows: "You
agree that the terms and conditions contained in this Agreement, which, with the acceptance certification, is the entire agreement between you and us
regarding the Equipment and which supersedes any purchase order, invoice, request for proposal, response or other related document"
Any provision in the Agreement stating that this Agreement shall automatically renew unless the Equipment is purchased, returned or a notice requirement
is satisfied is hereby amended and restated as follows: "Unless the purchase option is $1.00 or $101.00, at the end of the initial term, this Agreement
shall renew on a month-to-month basis under the same terms hereof unless you send us written notice at least 30 days before the end of any term that
you want to purchase or return the Equipment, and you timely purchase or return the Equipment."
Any provision in the Agreement stating that we may assign this Agreement is hereby amended and restated as follows: "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"
Any provision in the Agreement stating that you grant us a security interest in the Equipment to secure all amounts owed to us under any agreement is
hereby amended and restated as follows: "To the extent permitted by law, you grant us a security interest in the Equipment to secure all amounts you
owe us under this Agreement and any supplements hereto. You authorize and ratify our filing of any financing statement(s) and the naming of us on any
vehicle title(s) to show our interest"
Any provision in the Agreement stating that you shall indemnify and hold us harmless is hereby amended and restated as follows: "You shall not be
required to indemnify or hold us harmless against liabilities arising from this Agreement. However, as between you and us, and to the extent permitted
by law and legally available funds, you are responsible for and shall bear the risk of loss for, shall pay directly, and shall defend against any and all claims,
liabilities, proceedings, actions, expenses, damages or losses arising under or related to the Equipment, including, but not limited to, the possession,
ownership, lease, use or operation thereof, except that you shall not bear the risk of loss of, nor pay for, any claims, liabilities, proceedings, actions,
expenses, damages or losses that arise directly from events occurring after you have surrendered possession of the Equipment in accordance with the
terms of this Agreement to us or that arise directly from our gross negligence or willful misconduct."
Any provision in the Agreement stating that a default by you under any agreement with our affiliates or other lenders shall be an event of default under
the Agreement is hereby amended and restated as follows: "You will be in default if. (i) you do not pay any Payment or other sum due to us under this
Agreement when due or you fail to perform in accordance with the covenants, terms and conditions of this Agreement; (ii) you make or have made any
false statement or misrepresentation to us; or (iii) you dissolve, liquidate, terminate your existence or are in bankruptcy."
Any provision in the Agreement stating that you shall pay our attorneys' fees is hereby amended and restated as follows: "In the event of any dispute or
enforcement of rights under this Agreement or any related agreement, you agree to pay, to the extent permitted by law and to the extent of legally available
funds, 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."
Any provision in the Agreement requiring you to pay amounts due under the Agreement upon the occurrence of a default, failure to appropriate funds or
failure to renew the Agreement is hereby amended to limit such requirement to the extent permitted by law and legally available funds.
Any provision in the Agreement stating that the Agreement is governed by a particular state's laws and you consent to such jurisdiction and venue is
hereby amended and restated as follows: "This Agreement will be governed by and construed in accordance with the laws of the state where you are
located. You consent to jurisdiction and venue of any state or federal court in such state and waive the defense of inconvenient forum."
By signing this Addendum, Customer acknowledges the above changes to the Agreement and authorizes Lessor to make such changes. In the event of any conflict
between this Addendum and the Agreement, this Addendum shall prevail. In all other respects, the terms and conditions of the Agreement remain in full force and
effect and remain binding on Customer. This Addendum may be executed in multiple counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute one and the same agreement.
Ray A. Morgan Company
Lessor
0—Signed by
MWD W.
13rMWMFFNC9
Leasing Manager 10/26/2021
Title Date
City of San Rafael
Customer
'—Docu(Slg�n�edby;
X 1 Jin
Sig iaWWF4CB49CA34BA
City Manager 10/26/2021
Title Date
NOTE: CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE AGREEMENT, UNLESS SPECIFICALLY STATED OTHERWISE.
33281 Page 2 of 2 Rev. 05108/2020
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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: City Clerk
Project Manager: Lindsay Lara
Extension: x3065
Contractor Name: Ray Morgan Company
Contractor's Contact: Kerri Schultze
Contact's Email: kschultze@raymorgan.com
❑ FPPC: Check if Contractor/Consultant must file Form 700
Step
RESPONSIBLE
DESCRIPTION
COMPLETED
REVIEWER
DEPARTMENT
DATE
Check/Initial
1
Project Manager
a. Email PINS Introductory Notice to Contractor
A here
❑
,titer a elate.
b. Email contract (in Word) & attachments to City
dick here tc
Atty c/o Laraine.Gittens@cityofsanrafael.org
:titer a date.
2
City Attorney
a. Review, revise, and comment on draft agreement
Click here tt
and return to Project Manager
alter a date.
❑
b. Confirm insurance requirements, create Job on
'lick here tc
PINS, send PINS insurance notice to contractor
enter a date.
❑
3
Project Manager
Forward two (2) originals of final agreement to
Click here to
❑
contractor for their signature
enter a date.
4
Project Manager
When necessary, * contractor -signed agreement
❑ N/A
agendized for Council approval
*PSA > $75,000; or Purchase > $75,000; or
Or
❑
Public Works Contract > $175,000
Click here to
Date of Council approval
enter a date
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
5
Project Manager
Forward signed original agreements to City
Attorney with printed copy of this routing form
6
City Attorney
Review and approve hard copy of signed
agreement
7
City Attorney
Review and approve insurance in PINS, and bonds
(for Public Works Contracts)
8
City Manager/ Mayor
Agreement executed by Council authorized official
9
City Clerk
Attest signatures, retains original agreement and
forwards copies to Project Manager