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HomeMy WebLinkAboutCA City of San Rafael City Attorney Office Equipment Rental AgreementGOLDEN GATE 927 Howard St, San Francisco, CA94103 (415) 621-2222 OFFICE SOLUTIONS`M B PURCHASING 8 LEASING a RENTAL a DEMO a LOANER a OTHER: S City of San Rafael- CITY ATTORNEY 0 BILLING ADDRESS L 1400 Fifth Ave Suite #202 p CITY STATE ZIP San Rafael CA 94901 T TELEPHONE415-485-3080 FAX 0 ATTENTION Laraine NAM[ S SAME H SHIPPING ADDRESS CUSTOMER ORDER P CITY STATE ZIP T TELEPHONE FAX U KEYOPERATOR: ORDER DATE 12/1/22 PO# ORDERED BY r SOLD BY STORMS QTY 1 ITEM # 4912CO02AA DESCRIPTION imageRUNNER ADVANCE DX C3835i 60-Month $114.26 Annualized $ 1,371.12 1 5634CO01AA Cabinet Type $ 1.71 $ 20.52 1 40000002AA InnerFinisher $15.71 $ 188.52 1 4919CO01AA Fax $10.47 $ 125.64 $ **STATE OF CALIFORNIA NASPO PRICING***** $ 1 Color Base Se rvice/Su pplies fo r 700 @ $.063 $ 45.10 $ $529.20 1 B&W Basse Service/Suppliesfor200@$.0090 $ 1.80 $ $21.60 $ $ TO BE LEASED AT: PER MONTH FOR: MONTHS: 60 SECURITY DEPOSIT NETWORK SUPPORT CONTRACT: HOURS OR: a ONTH(S),WHICH EVER COMES FIRST: CONDMONS OF • OR • SUBTOTAL TOTALSOLUTION LEASE ATTACHED DELIVERY 5 Annual Payments of $2,256.48 Plus applicable taxes NETWORK GGOS to terminate existing lese and return to leasing company at no charge to the city POWER FLTR TAXES *FMAudit software will be installed at customer se rver/computer for autom aft d meterand supplies reporting/ monitoring. *Delivery charges subject to change based on coordination/delivery conditions LESS DEPOSIT *Credit card payments subject to 3% convenience fee. ' $ 385.00 Inc $ 385.00 $ 385.00 By signing this Contract, Customer acknowledges and agrees: (a) this Contract is NON -CANCELABLE; and (b) this Contract is the entire agreement between Customer and Golden Gale Office Solutions relating to the equipment and services described hereo and can be changed only by written agreement signed by both parties CUSTO SIGNATU city ana er TITLE DATE APPROVED BY GOLDEN GATE OFFICE SOLUTIONS BY TITLE DATE can om Aarnxr MMAAlrtAr cG.1J.1l INr r^r.F:q^) COST PER COPY Remittance Address: 14904 Collections Center Dr. Chicago. Illinois 60693 (800) 220-0200 COMPANY LEGAL NAME SAN RAFAEL CITY OF NON -CANCELABLE RENTAL AGREEMENT CFS'AGREEMENT CFS.103t 01117 NUMBER DBA CITY ATTORNEY PHONE ("Customer') 415-485-3080 BILLING ADDRESS 1400 FIFTH AVE SUITE #202 CITY COUNTY SAN RAFAEL STATE ZIP CA 94901 EQUIPMENT ADDRESS 1400 FIFTH AVE SUITE #202 CITY COUNTY SAN RAFAEL STATE ZIP CA 94901 Make / Model / Accessory Serial Number Monthly Guaranteed Minimum Copies Black d White Color Overage Copy Charge Black d Whiled Color Initial Meter Reading Black S White) (Color) CANON IRA 3835i 200 700 0.00901 0.0620 TOTALS rl Guaranteed Copy Plan: Individual Payment Frequency: ❑ Monthly Meter Reading Frequency: ❑ Monthly ❑ Aggregate (Totals only required) ❑ Quarterly W[ Other ANNUAL ❑ Quarterly Rf Other ANNUAL Term: 60 months Plus Applicable Taxes Minimum Annual Rental Payment': $2,256.48 Service and Supplies Included': 91 Supplies Wf Maintenance THIS AGREEMENT IS NON -CANCELABLE BY CUSTOMER. CUS I UMER RtF KtJtN I a I HA I ALL AU I IUIV MCUUIRCU I U AU 1 nv c EXECUTION OF THIS AGREEMENT ON BEHALF OF THE CUSTOMER BY T E FOLLOWING SIGNATORIES HAS BEEN TAKEN. THE UNDERSIGNED AS READ, UNDERSTANDS AND HEREBY AGREEq O ALL OF IE VIS AID CO91 P91I SET FORTH IN THIS AGREEMENT. A!� Cnlril=n n—X.- v. nRlzen CUSTOMER SIGNATURE ("Dealer') Title LAY N Email address . e I ITax IDp `Q4.6 =424 N If proprietor, DOB: Name: Title: Email Dale: ACCEPTANCE CERTIFICATE To: Dealer Customer certifies that (a) the Equipment referred to in this Agreement has been received, (b) installation has been completed, (c) the Equipment has been examined by Customer and is in goad operating order and condition and is, in al respects, satisfactoryto Customer, and (d) the Equipment is irrevocably accepted by Customer for all purposes under this Agreement. Accordingly, Customer hereby authorizes billing under this Agreement Signature: Printed Name Title (d any) Date: TERMS AND CONDITIONS 1. AGREEMENT: Dealer rents to Customer, a organized under the laws of the Stale of , with its chef executive office at and Customer rents from Dealer all the equipment described above. together with all replacement parts and Substitutions for and additions to such equipment ('Equipment'}, upon the terms and conditions set forth in this Cost Per Copy Renal Agreement ('Agreement'). This Agreement's entered into between Customer and Dealer, but Dealer intends to assgn a to Canon Finanaal Services, Inc. ('CFS'), with Its place of business at 158 Gartner Drive, Suite 200. Mount Laurel, New Jersey 08054, and CFS shag succeed to Dealer's rights and benefits hereunder, including ownership of and fide to the Equipment but not the Dealers oblgaWns hereunder Prior to such assignment Deal- shall be 'Lessor, alter such assignment CFS shag be'Lessoe. 2. TERM OF AGREEMENT: This Agreement shall be effective on the dale the Equipment Is delivered to Customer ('Commencement Date'), provided Customer executes Lessors form of acceptance ('Acceptance Cerbflcale') or otherwise accepts the Equipment as specified herein The term or the Agreement begins on the data accepted by Lessor a any later dale that Losses designates i Agreement Date) end shall cors,st vane payment penods spwiteo above. any Interim Ponod, and any renewal pmads After acceptance of the Equipment Customer shall have no right to revoke such acceptance or cancel this Agreement during the tern hereof The term of this Agreement shall end, unless stoner terminated by Lessor when at amounts required to be pad by Customer under this Agreement have been paid as provided and either (a) Customer has purchased fhe Equipment in accordance with the terms hereof or (b) the Equipment has been relumed at the end of the scheduled term or renewal tern In accordance with the terms hereof Customer has no right to return the Equipment to Lessor prior to the end of the scheduled term of this Agreement for any reason whatsoever. including, without limitation, payment of all amounts due hereunder prior to the end of the scheduled term. 3. PAYMENTS' Customer agrees to pay to Lessor, as invoiced, during the term of this Agreement, (a) the payments specified under'Mlnanum Monthly Rental Payment' and any *Overage Copy Charges' above and (b) such other amounts permitted hereunder as invoiced by Lessor ('Payments'). Customer also agrees to pay to Lessor zit minnm payment in an amount equal to 11301h of the monthly amount of the Payment multiplied by the number of days between the Commercement Date and the Agreement Date ('Iniclan Period') as determined by Lessor The Payment specified above is based on the suppliers best estimate of the cost of the Equipment and any related services and supplies Customer authorizes lessor to adjust the Payment herein by up to fifteen percent (15%) of the actual total cost of the Equipment and any related services and supplies, including any saves or use tax, is more or less than originally estimated, Once n each twelve (12) month period following the first anniversary of this Agreement Dealer has the right to increase both (I) the portion of the Minimum Monthly Renal Payment related to ropy charges and (n) the Overage Copy Charge on each anniversary of the Commencement Date In an amount not to exceed fifteen percent (15%) of such charges which were in effect immediately prior to such price increase. Customer shag remit all Payments hereunder dimwit, to CFS at 14904 Collections Center Drive, Chicago, Illinois 60693, unless otherwise directed by Lessor. Customers obligation to pay all amounts due unde r this Agreement and all other obligations hereunder 5 absolute and unconditional ands not subject to any abatement set -of, defense, or counterclaim (or any reason whatsoever 4. APPLICATION OF PAYMENTS, METER READING: All Payments received by Lessor from Customer under this Agreement will be applied to amounts due and payable hereunder chronofogc^, lased on the date of the charge shown on the invoice for each such amount and among amounts having the same date in such order as Lessor. in its discretion, may determine Customer agrees to advise Dealer of the meter readings for the Equipment upon request S. NO LESSOR WARRANTIES: CUSTOMER ACKNOWLEDGES THAT NEITHER DEALER NOR CFS IS A MANUFACTURER. AND CFS IS NOT A DEALER OR SUPPLIER OF THE EQUIPMENT CUSTOMER AGREES THAT THE EQUIPMENT IS orrutirn •sic Ir Arrn M nF A 517F nF!` ,N AND CAPACITY SELECTED BY CUSTOMER CUSTOMER ACKNOWLEDGES THAT NEITHER DEALER NOR CFS RAS MADE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE PERSONAL GUARANTY The undersigned (whether one or more are specified, 'Guarantor(s)') in consideration of the Dealer identified above ('Deale() entering into, and Canon Financial Services, Inc ('CFS'j accepting an assignment of (prior to such assignment Dealer shag be the *Lessor'. and after such assignment. CFS shall be 'lessor ), an agreement (together with any schedules or supplements thereto. 'Agreement') with Customer identified above ('Customer) irrevocably and unconditionally, jointly and severalty, guarantee to Lessor, and its successors and assgns, the payment when due of at amounts owed under the Agreement (whether at maturity or upon the occurrence of an event of default or otherwise) and the performance of all terms of the Agreement and any other transaction between Customer and lessor (collectively. Tabl6tesl it Customer shall fail to pay or perform any Liabilities when due. Guarantors shag, upon demand, pay any amounts which may be due from Customer and take any action required of Customer under the Agreement This is an absolute and continuing guaranty and Guarantors' liability under this Guaranty is primary and will not be aiected by any settlement extension, renewal or modification of the Agreement or any discharge or retease of Customers obligations. whether by agreement or operation of law If any payment on the Liabilities is thereafter set aside, recovered or required to be returned for any reason (kxJudmg without bmrateon the bankruptcy. insolvency or reorganization of Customer or any other person), the Liabilities to whxh such payment was applied shag for the purposes of this Guaranty be deemed to have continued in existence. notwlthsandmg such application. and this Guaranty shall be enforceable as to such Liabilities as fully as if such application had never been made. This Guaranty maybe terminated only upon suty (60) days prior written notice to Lessor, and such termination shad be effettire any as to Liabruces ansitg under schedules. supplements, or agreements entered Into after the effective date of termination and shall not affect Lessors rights under ths Guaranty arising out of the Agreement brother agreements entered into prior to such doe Guarantors waive al damages, demands, presentments and notices of every kind and nature, any rights of set -of, and any defenses ava able to a guarantor (other than the defense of payment and performance in full) under applicable law Guarantors further waive any (1) notice of the incurring of indebtedness by Customer and the acceptance of this Guaanty, (n) right to require suit against Customer or any other parry before enforcing this Guaranty and (In) right of subrogation to Lessors rights against Customer until the Liabilities; are satisfied in full. Any (a) renewal's and extensions of time of payment. (b) release. substitution or compromise of or realization upon the Equipment, other guaranties or any collateral security and (c) exercise of any other right under this or any other agreement between Lessor and Customer or any third party, may be made, granted and effected by Lessor without notice to Guarantors and without in any manner affecting Guarantors liability under this Guaranty Guarantors shag pay ag expenses (including atomeys' fees and legal expenses) pad or marred by Lessor in endeavoring to collect the Liabilities, or any part thereof and in enforcing this Guaranty. THIS GUARANTY SHALL FOR ALL PURPOSES BE DEEMED ACONTRACT ENTERED INTO IN THE STATE OF NEW JERSEY THE RIGHTS OF THE PARTIES UNDER THIS GUARANTY SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES. ANY ACTION BETWEEN GUARANTORS AND LESSOR SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT LOCATED IN THE COUNTY OF CAMDEN OR BURLINGTON. NEW JERSEY, OR AT LESSOR'S SOLE OPTION, W THE STATE WHERE ANY GUARANTOR, CUSTOMER OR THE EQUIPMENT IS LOCATED GUARANTORS BY THEIR EXECUTION AND DEL VERY HEREOF. IRREVOCABLY WANE O&;ECTIO%S TO THE JURISDICTION OF SUCH COURTS AND OBJECTIONS TO VENUE AND CONVENIENCE OF FORUM THE GUARANTORS. BY THEIR EIECUTION AND DEL VERY HEREOF. AND LESSOR BY ITS ACCEPTANCE IIERe0F HEREBY IRREVOCABLY WANES ANY RIGHT TO A JURY TRIAL IN ANY SUCH PROCEEDINGS Guarantor; agree Thal Lessor may acceol a faesaMo Or Adler electronic Vananission of this Guaranty as an erignal, and that other factimdp or daldronieairy tansmlaed copies of Guarantors' sgnahasill be neYod as an original lair at purposes. Pr,nlndsane Sgnabue imotitle) Dab Address: Phone: Printed Name: Signature: (no tile) Date: Address: Phone: CFS-1031 t01117) Page 1 d 2 SEE REVERSE SIDE FOR ADDITIONAL TERMS AND COND)T106 SUITABILITY OR DURABILITY OF THE EQUIPMENT, THE ABSENCE OF ANY CLAIM OF INFRINGEMENT OR THE LIKE, OR ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT INCLUDING, WITHOUT LIMITATION. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE Any warranty wnth respect to the Equipment made by the manufacturer. Dealer, or supphter is separate from, and is no! a part of this Agreement. and shall be for the benefit of CFS. Customer, and CFS successors or assignees, if any So long as Customer is not in breach or all of this reemenL CFSM�e assigns to Customer any warras (including those agreed to between Customer and the manu acturer, Dealer, or supplier) which CFS may have with respect to any dam of Equipment: provided that the scope and IRtelabons of any such warranty shag be solely as sit out in ween any Agreement betCustomer and such manufacture. Dealsor suppler or as of enWsa specill m warranty ma'ena'.s horn such manufacture(. Dealei a sued'-m and shall rat Wude any npl,oll wanaNstarift Wait, from CFS' acgwtrton of the Equipment CUSTOMER ACKNOWLEDGES THAT NEITHER THESUPPLIER NOR ANY DEALER IS AUTHORIZED TO WANE OR ALTER ANY TERM OF THIS AGREEMENT OR ANY SCHEDULE, OR TO MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THIS AGREEMENT OR THE EQUIPMENT ON BEHALF OF CFS 5.ACCEPTANCE, ;DELIVERY: Cwtocar'aeaocu6onclipAoosplancleCarblicate,drolhaconfirmationofCustomers aaeplanced he Equipment, shag cmcJusvdy edWsh hid the Equfpmmt has been deh efod band accepted by Customer for All purposes of this Agreement and Cusio narmay not, for any reason. revoke Nat acceptance; however, it Customer has not. within ten (10) days der ddi my d eush Equipment. detwaed to Lessor wrman "ice of any non. acceptance, sWflmrq the reasons Neale Ard spedfic* rekmcng this Agreama. I. Customer shah be deemed to haw irrevoeaby accophd suchEguip^anl Lester is Ole ownerofthe Equpment and has ronlod the Equ,pmonl to Customer under Lhrs Agroernenl As between Lessor and Coda her, this Agreement that suoonodo any Customer purchase older in ens entirety, roNnthstardng anything to the contrary contained n any such purchase scar Cus umer agrees to wave any light of speofc performance of this Agreement and Shall hold CFS harmless ban damages it ter any reason Ira Equipment is net delivered as crdired,,f Me Equipment it unsabstactoy. a it CFS does nit accept assrgnme t of this Agreement Customer agrees Mal any delay m delivery of tip Equipment shall not affect the vand,ty of Ina Agreement 7. LOCATION, LIENS; NAMES, OFFICES Cus'rmxr steal nol mavo Me Equpmwt from ftbcokn ipwfad herein except with the prior written consent of Lester Customer shall keep the Equipment tree and door alai darns and ions offer than those in favor of Lassa. Cuebmers legal name (as set bid in to Constituent d0clurn nix led with Ow approprialegovernmental office or agency) is asset forth herein. The jurisdiction of organization and chief executive office address of Customer areas set forth herein. Customer shall provide Lessor with wrieon notice at least thirty (30) days prior to any change of its legal name, chief executive office address or its farm atorganization (including, without limitation, its jumddtion of organization), and shall execute and deliver to Lessor such documents as required or appropriate. e. WARRANTY OF BUSINESS PURPOSE; USE; PERSONAL PROPERTY; FINANCING STATEMENTS: Customer represents and warrants that Me Equipment will lid be used to personal, family or household Purpdeds. Customer shag comply aLh all laws andregulaAms telabng to the use act mantmanee al Me Equipment CusCmet snag pul the Equement only to the use contemplated by the manufacurer The EguiPrnenl shall remain personal property regardless of whether it bocomes a!fixod toreal property or pormanonity rests upon any red propenyor any improvement to real properly ustomar autho ues Lessor land any turd party kng rnvco dosgnaled by lessor) b exeale And fib (a) framing aaton,ens evdencrig the Merest of lessor in the Equipment (incivang tams conlammg a broader description of the Equipment than the descrpbon sip forth herein). (b) ombnuabon wtements n respecl Neeol, orb (c) Amendments thereto, and Customer irrevocably waives any right to notice thereof 9. INDEMNITY: Dealer is responsible for installation of the EVapronl. Customer shall reimburse Lester fa and defend Lessor against any claim for losses or injury caused by the Equr~ This Section shall survive tahonaton of this Agreement 10. MAINTENANCE The chwMsMd&WbyhlaAOfeaelard neude payments to, services and appl:es, and Dealer is asponsble hr Providing Vase services And supplet dsemlbed n'Senwe and Supplies Included' above Setico w-1 bo performed by Dean during regular busfrass hours (M am. to 5 00 p m., Monday through Friday, except holidays) at no cost to Customer DIM than as set fort, ba'or, Customer" use reascri care in handHq and operate. of the Equipment. Dealer shall have Me right to Aspect. repair and remove Equipment andkr read the metor at any bona durng Customer's busmeas haws Any service week made necessary by Cusbmer's vnslul Act or raghgame (including. withal limit", damage to any plotaecepla caper dyhnna(-Copier Drunti and use of supplies other Man those distributed by Dealer which cause aMhormety frequent wanes cab or service problems), or any Sawa work Customer may request 10 be pafomed outsido regularhake hove,"be nosed in a eM with Dealers established service Farm Della shall have the light to s lsbbd9 equivalent Equipment at any We during the form of his Agreement. Paper must be purchssod separately by Customer Customer edulowledget Nat CFS will rot be responsible bit any service. rapaus or manlertarco of the Equipment, whether presided for in he Agramnei or in any other agmamen! between Doke and Customer, and that if Customer has a drepde regarding the Equipment at the mantorw+Co thaoof. Customer dux continue to pay all charges due under Inis Agreement without deducting or withholding any amounts It. TAXES, OTHER FEES AND CHARGES CUSTOMER SHALL PAY AND DISCHARGE WHEN DUE ALL LICENSE AND REGISTRATION FEES, ASSESSMENTS, SALES. USE, PROPERTY AND OTHER TAXES, AND OTHER EXPENSES AND CHARGES, together man "try applicable penalties, interest. and admn+Strasw fees now or M any time imposed upon any Equf meni. the Payments, or CudwWs pedormanee or no•parlamarce of its ablgabons hereunder. whether payable by or assessed to Lessor or Cusbmm H Customer felt to pay any aucth Ices, assessment$, tams. expsmses or Chagas as required hereunder, Lessor shad have he right but not the ob igalen be pay those beer, assessments, tams. expmsm and chargesand Customer shall promptly reimburse Lessor, upon demand, for all such payments made plus admmatravvo fees and costs, if Any Customer aCNnowledgea MAL wheo required by law. Lessor at flo any rhSbess and pay personal property taxes loved on the EgkipneN. Customer Nag reimburse Lass for the expertise 0! such; m - al prope ty taxers as mwreed by Lessor and pay l Asa a placesskng be nit b exceed SW W year per htem of Equipment that is sukoct to such tax Custom slices that Lester has nail, And wit nail tender tax advice 10 Customer. and Mel payment of such taxes s an adm m W abro act. ON THE DATE OF THE FIRST SCHEDULED PAYMENT AND THE DATE OF THE FIRST SCHEDULED PAYMENT AFTER THE ADDITION OF ANY EQUOb1AENT, CUSTOMER SHALL PAY TO LESSOR A DOCUMENTATION FEE, IN THE AMOUNT OF $85, TO REIMBURSE LESSOR FOR ITS ADMINISTRATIVE AND RECORDING COSTS. 12. INSURANCE: Customer, al its sole cost and expense, shall, during the term hereof including all renewals and extensors, obtain, maintain and pay for (a) insurance against Ole Lou, Raft, or damage to the Equipment tit the fun repiacemont value thereat and (b) compehorsive pubbc kadby, and property damage issuance AN such insurance "mat provide for a deductible not exceeding S5,000 and be ,n lam and amount, and with Companies sa!i Wctory to Lessor Each usurer providing such insurance shag name Lessor as aldmbona inured and loss payee and provide Lessor th,rty (30) days' wntIw notice before Me policy in question Wig be materially afered a cance ed Customer shall pay the promiums for such ns rance. shag be rasponsble for all deductible portans thereof, and Nag de,wa confcates or other evidence at insurance to Lester The proceeds of such insurance, at the ofebm of Lester, shall be Applad in (a) ropaca or repair Mo Equipment, or (b) pay Lessor me'Ramunin0 Rental Bafaoe' whdh shall be the sum of (,) all amounts then owed by Customer to Lessor under INS Agreement 211 (m) the prowl value of all remaining Paymens ter the fit term of FINS Agreement gkil§ Ili) lNe'Assat Value,' which shall be the Far Markel Vaiw of the Eg6pmert (as defned heron), pilys (IN) any Applicable taxes, expenses, charges and fees For purposes of determining present va'ua unearths Agreemanl Payments shag ledetcountod at owes percent (3%) Doi Customer hereby appons lessor as Cusromor's altornoy+m. fact soey to make clam for. receive payment of. and execute and mderse al documents. checks. or drafts lot any last or damage under any such insurance policy, It within Ian (10) days after Lessors toques. Customer fails to deliver salisactory evidence of ouch nuuance b LOS=, Mon Lessor shall have the nghk but not the obligation, to obtain mkeance covering Lessor's nteress in the Equipmenl, and add the toss of acquiring and maintaining such insurance, and an administrative fee, to the mounts due from Cuslaner under this Agreement. Lessor and any of its affiliates may make a profit on the foregoing 13. LOSS; DAMAGECustomer assumes and shall bear Me entire mat of loss, hell of. of damage to the Equipment ham any cause whatoever, effective upon delivery to Custom" No such loss, that. or danago shall Fallen Customer of any ob,gaton undor M,s Agreement In the event of damage to any Equipment, Customer shall mime6alely repair sxh damage At Customer's expense if airy Eou,pmenl is btt, sblen, or damaged beyand ropa,r, Customer, at the option of Lessor, will (A) replace the same wen Eke equipment n a condition acceptable to Lessor and convey clew bile to such aqu,pmanl to Lessor (end such oqu'Pmanl will becomme'Equipwenr and be subecf to the tams of this Agreement). of (b) pay Lesser the Remaining Rental Balance. Upon Lassos receipt of the Reman ig Rental Balance, Loud 91m38 tram! are Applicable Equipment to Customer *AS IS, V44ERE IS' without any representation or warranty wnatfamrer, except ter file, ar ths Agreement shall terminate with respect to such Equipment. 14, DEFAULT, Any d the following events at conditions "I conatu5n an Event of Default Arel this Agreement JAI Cutioer defaults in the payment when due of my mdebladrim of Cusbarmar to Lassa, whether or rel willing under this Agreement, without not =a demand by Lessor. (b) Customer or any guanlm of CustaMs obligations haeurdw ('Guarantor') ceases doog business as a going concern, (c) O uMatt err or any Guarantor b" as mscNani or mates an esWment ter the benott of ciod,tors, (d) a pol,bon or proceadirq ie Ned by or against Customer a my Guarantor under Any bankruptcy or nselvency law. (a) a ramvw. trustee. conservator. or lquie re appointed for Cuslansi airy Guarantor, or any of that popmty. (q any staerronl representation er warranty made by Customer or my Guarantor to Lessor is incorrect in any material respect; or (g) Customer or any Guarantor who is a natural person dies 15. REMEDIES: Upon Me happening of any" or more Events of De!au!l, Lesser Nall have the right b exercise any one of as of the lolbwifq remodies (which shag be eumuatno), senuftanewsly. or sanely and in any Order (a) to require Customer to amaQwdify pay all Payments hereunder (whether or not then due) and other Amounts due under this Agroenwl, with Lessor retailing ran to the Equipment, (b) to termnate any and As agreements with Customer. (c) wdh a without notice, demand or logk process. to enter upon the piomses whatever the Equipment may be found, to retake posses iw of any a all of the Equpmem. and (i) rotan such Equipment and as Paymonls and other sums pad hereunder. er QQ sell the Equ,pnmom and recover from Customer the amount by which the Remainng Rental Balance exceeds the not an eUnt rest ved by Lesser From such safe. a (d)'o pursue any Char ranedy permitted at law "'n fquity. lessor (if may dispose d the Equipment in ifs then pfesent condition or folorwng such preparation and pocaswg as, Lassa deems conimdfea;y reasonable: (u) shall have no duty to propao or process the Equipment prat to sale. Iw) may disclaim wananles of 1,O0. possession, gual enjoyment and the hike, and (,v) may compy with any applicable stale or %dark lux requirements in cornoclion with a 6spoebm of the Equipment Arid name of the foregoing actions what be Contract to adversely affect Me commercial reasonableness of the d,spoubon of Me Equipment It the Equipment is nit avalable to sale. Customer shall be liable ka the Roman" Rental Balance and any other arroums due under On Agreement No wars* of any of Customer's obligations, condbms or covenants shall be efkxbw unless contained in a writing signed by Lessor Faluts to exobse any reedy Nat Lessor may have "not carmsbtuh a waver of any obligation win respect to which Customer is in default fill. LATE CHARGES; EXPENSES OF ENFORCEMENT: It CUSIOM fats to pay Any sum to be pad by Customer be Lessor under this Agreommt on or before the due dale. Customer shah pay Lena. upon demand, an amount equal b Me great" of ten Moment (10%) of each such delayed Payment of twenty -fine dollars (S25) for each bang period Or porbm 012 piing Wind sucn Paymonl is delayed. in each case to the extent permitted by applicable law The amounts spcabed above that be paid an Iqu,dated damages and as compensation For Letsers Mai oCerabng expenses incurred ,n Connection with such !ao cayman) In addition, Customer shorn to mburse Lessor fa at of its aut o! pocket toss and eapemses naffed In exofcsrq any of its rights or reme6es hereunder a, in m!"cahg any el aim Imes of th.s Agreement, including. w thcut I:mtM ovi, reasonable inos and expenses of allormys and copacton names, vwtather or rot sul hs broughl If Lessor thowd brag can acbm, Customer and Lessor agree awl allaney s has equal to twenty fivs Setcent (2$%) of the total Amount sought by Lessor shag be deenrad reasonable let purposes of Ins Agreement 17 ASSIGNMENT: CUSTOMER SHALL NOT ASSIGN OR PLEDGE THIS AGREEMENT IN WHOLE OR IN PART, NOR SHALL CUSTOMER SUBLET OR LEND ANY EQUIPMENT WITHOUT PRIOR WRITTEN CONSENT OF LESSOR Lessor may pledge or transfer Mrs Agreement Customer agrees that if Lessor trmhr , this Agfunwd, the assignee wit have fa same rights and banefils that Less" has now and art not have to perform any Of Dealofs or CFS' obligations wfuch Dealer or CFS all Continue b pebrm. Customer agrees that the rghs at the assignee all not be subiect to any claims, defenses, or se -aft thal Cuslo nir may have agansl testa It Customer is given notice of any such transfer. Customer agrees. ,f se( daecYd Moretti, to pay dvecey to the assgreo al a any owl of the amounts payable horeurnder. Ill. RENEWAL; RETURN, ih:s Agreerrenl shall W..omabcaly renew on a nandm-»-monN bass at the same Payment anounl And hociumcy unbss Customer sells wrdlen rotce to Lessor at least silty (60) days before the and of the scheduled tam of any renewal lam th at Customer does nail want to [anew this Agreement, and at the end o1 such lam returns the Equ•pme.'e as provided below Unless Out Agreement autimabcaty renews or Customer purchases the Egwpmw1 as provided ho-o h, Custorne sh,st, at Me temunabon of Nis Agteecrii folurn the Equipment At its see cost and expense m good operabng condemn, ord,nary wear and low resulting from proper use apoapssd, be" I apoofioo by Lessor Lessor may charge Customer a return lee equal to the greater of ono Payment or 5250 for the processing of retummd Equ,pn. wt If Far any reason Customer shall Id to return the Equipment to Lessor as presided herein, Customer shall pay to Lessor upon demand one baing period Payment fa each Wing peried or palm f WOW sum return it delayed Customer that reimburse Lessor tit any costs incurred by lessor to place the EquPrront in good opaabng condition 19. PURCHASE OPTION. Custaror may, at any tuna, upon sixty (60) days' prior vravocabh written notice purchase at (but not less Man all) the Equ•-0mmt at a pmw equal to the sum of a:l mmamnq Payments h,& Na Fy Markle. V3w. pk any apn!Cab'e taros, orowses, charges and ties Fo purposes of this Agreemenl,'Far Merkel Vane' shad be Lessor's rental price a me Lmo Custom nobles Lessor d its intent to purchase Me Equipment. Upon propor notice and payment by Cusiame, of the arrwnts specked above, lessor sham transfer, the Equgmenl toCustomer'ASIS WHERE -IS' without any represmlabon or warranty whatsoever, except far No. and this Agreement that termnate 20. DATA. Cuslo ner aeknowtedges mat the hard dme(s) an the Equipment, tnctudng WUcW de aces, may retain Wages. contour or alma data that Custornor may sloe for purposes of normal operation of Ina Equipment ('Data). Customer aCWow:e6ges that CFS is not staring Data on behalf of Customer and Oral exposure or access to the Data by CFS or Dever, ,1 any, ,s pwo!y incidental to the services porlermed by CFS and Dealer Nether CFS nor Dealer nor arty of their a'fwuls, has An abhgabm to elate or overwrite Data upon Cusforners return of the Equipment to CFS. Customer it safety responsible for IAI its eompLance with aopseable law and legal requirements patterning to data privacy, storage. Security. tolonlan and pdocbon, and (B) All decisions rel!ed to easing or overwnbrmq Data Without hrntng the forogomg, If appbcab'e, Customer should(,) waWe the Hand Disk Drive (HDO) data crass functionality that is a mended leisure an Ceram Egwp'mnl water (N) oho to return or seer Qopostan of Me Equipment. ubkze the HOD (or comparable) brmatting function (w i c+ maybe referred to as-lribkized A9 DMAIM"s' function) if found on Me Equipment to Mli a ono pass ovem,te of Data at.,ICutfomar has hgNr ssamty reyflfenwnts, Customer may purchase from NO Dealer at Current tales an Appropriate option tar the Equipment, who may betide (a) an HDO Data Encryption Kit option which dsgu,ses nlormabon before ,t ;s wntum to the hard drive using meaypOgeh algaifwns, (b) in HDD Data Erase wit that can perfem up to a 3pass overwrite of Data (tor Equipment not oonWrkq data *Fete MaoboMmh' at a $Mndad foWwo), of (c) a ,replacement hard dine (n which case Customer 0*0 properly destroy, he replaced held drive). Custoror shall mderrn,ty Dealer and CFS. thou suosdwes, directors, oNaete,anhployset and Spurts from And Against airy and all costs, exposes, kaba,ties, darns, damagm laser, judgments or fees l'wcludng rasoable a1W ^ays' feet) aisng v related to Me storage, trancmittan a destructor d the Oaa. This section sumvasMmh+Ywea+ or expiation d Mis Agreement The leans of ths section shall solely govern as to Data, notwithstanding that any provisions of this Agreement or any separato confidentiality or data security or other agreement now or hereafter entered into between Customer, Dealer and CFS applies, or coed be construed to apply to Data. 21. MAXIMUM INTEREST; RECHARACTERIZED AGREEMENT: No Payment isintended toexceed the maximum amount of ,merest permitted to be charged or collected by appbcabra laws, and try each emu Payment will be applied to payments due under this Agreement n mverse order of maturity, and t erafbr"be tehafded. I this Agmemol is racharactenzed as a c"twal tam or loan. Customer hereby grans to Lessor, its tuocessors and assigns a secunly interest in the Equipment to secure payment and performance of Customer's obligations under this Agreement 22. UCC -ARTICLE 2A: CUSTOMER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT IS INTENDED AS A 'FINANCE LEASE' AS THAT TERM IS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE ('UCC 2A') AND LESSOR IS ENTITLED TO ALL BENEFITS, PRIVILEGES AND PROTECTIONS OF A LESSOR UNDER A FINANCE LEASE. CUSTOMER WAIVES ITS RIGHTS AS A LESSEE UNDER UCC 2A SECTIONS 508-522. 23. GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL: THIS AGREEMENT SHALL FOR ALL PURPOSES BE DEEMED A CONTRACT ENTERED INTO IN THE STATE OF NEW JERSEY. THE RIGHTS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES. ANY ACTION BETWEEN CUSTOMER AND LESSOR SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT LOCATED IN THE COUNTY OF CAMDEN OR BURLINGTON, NEW JERSEY, OR AT LESSORS SOLE OPTION, IN THE STATE WHERE CUSTOMER OR THE EQUIPMENT IS LOCATED CUSTOMER, BY ITS EXECUT10.wi AND DELIVERY HEREOF, IRREVOCABLY WAIVES OBJECTIONS TO THE JURISDICTION OF SUCH COURTS AND OBJECTIONS TO VENUE AND CONVENIENCE OF FORUM. CUSTOMER, BY ITS EXECUTION AND DELIVERY HEREOF, AND LESSOR, BY ITS ACCEPTANCE HEREOF, HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUCH PROCEEDINGS. 24. MISCELLANEOUS: All notices required or permitted under this Agreement shall be sufficient if delivered personally, sent via facsimile or other electronic transmission, or mailed to such party at the address set forth in this Agreement, or at such other address as such party may designate n writing from time to time Any notice from Lester to Cuslon a shall be effective Uwoe (3) days afar,t has been deposited in the mal, duty addressed NI such r locos to Lester horn Custorne, shall be otfactive Arm it has been received via U.S. mail, express delivery, fats -do or other electronic transmission If dare should be more than one patty executing Ins Agreement as Customer, at obbgabms to be performed by Customer shag be Ina pnt and semi bab,hty of all wch parbe t Customer s nWersenta"_ms, warranhes, and Covenants under trli& Agreement shall wnv,w the delivery and return of the Equ pment Any pronaon of tns Agreement that may no determined by Competent authority to be prohibited a hrheonlorceffife m any,unsdst en shag, as to skch ;wsdcsm, be infective to the ox!ont d such prohibition or urwn!orcoab,by without mvanda^rig the rinnavwg povicrosal this Agreemonl No such proh,o,ben or unenforceaod,ly in any lursection that mva'dale at render urambrceaae such praysm n any other pnsdreuen Custtome agrees that Lessor may instant missing mformabon or Contact other ofamatim an this Agreement ,Wuduq the Equipment's descrpbon, smut number, and loca5m. and correcbms to Customers legal name, dhonviso, this Agrersront conains the entire wrangemant be -wow C;istomm ono Lesser and no madAcations of Mx Agreement shall be efocbw un:oss in writing and signed by the paces. Customer agrees that Lessor may Accept a fxande a o el transnisson d this Agfeamenl or any Acceptance Cab rate as an orgnal, and that lacsmb a ehceotiraLY b copes of Customer s and Deaf& s &ghatwo as be healed as an or -final fa All purposes CFS-1031 (01/17) Page 2 of 2 Initial T'I— CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: City Attorney Project Manager: Genevieve Coyle Extension: 3080 Contractor Name: Golden Gate Office Solutions (NASPO —State of CA) Contractor's Contact: Stephanie Storms Contact's Email: stephanie@ggoffice.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE N/A Check/Initial ❑X 1 Project Manager a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) & attachments to City 12/7/2022 Atty c/o Laraine.Gittens@cityofsanrafael.org __. 2 City Attorney a. Review, revise, and comment on draft agreement and return to Project Manager 12/7/2022 b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor Project Manager Forward three (3) originals of final agreement to N/A 3 n/a contractor for their signature Project Manager When necessary, * contractor -signed agreement 4 ❑X N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or X❑ Public Works Contract > $125,000 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 12/7/2022 Attorney with printed copy of this routing form Review and approve hard copy of signed 6 City Attorney City Attorney agreement Review and approve insurance in PINS, and bonds n/a 7 G City Manager / Mayor City Clerk (for Public Works Contracts) Agreement executed by Council authorized official ` // 8 9 Attest signatures, retains original agreement and �414 forwards copies to Project Manager