HomeMy WebLinkAboutPD Value Rental AgreementDocuSign Envelope ID: 92497F5D-1436-4CB4-AD7D-57F3A660760A
B U S I N E S S APPLICATION NO AGREEMENT NO VALUE RENTAL
u SERVICES AGREEMENT
The words "User," "Lessee," "you" and "your" refer to Customer. The words "Owner," "Lessor," 'time," "us" and 'bur refer to UBEO West, LLC
FULL LEGAL NAME
STREET ADDRESS
City of San Rafael
1400 Fifth Avenue
CITY
STATE ZIP
PHONE
FAX
San Rafael
CA 94901
(415) 485-3000
BILLING NAME (IF DIFFERENT FROM ABOVE)
BILLING STREET ADDRESS
City of San Rafael Police Department
CITY
STATE ZIP
E-MAIL
EQUIPMENT LOCATION (IF DIFFERENT FROM ABOVE)
EQUIPMENTDESCRIPTION
NOT FINANCED
MAKE/MODEL/ACCESSORIES
SERIAL NO, STARTING
UNDER THIS
METER AGREEMENT
El
See Schd- A
❑
13
❑ See attached Schedule A
❑ See attached Billing Schedule
TERM I PA YMENT INFORMA•
5 Payments" of $ $52,974.72 If you are exempt from sales tax, attach your certificate
'plus applicable taxes
The payment ('Payment') period is monthly unless otherwise indicated.
Payment includes See Schd. A
B&W images per month
Overages billed at $ See Schd. A
per B&W image'
Payment includes See Schd. A
General Color images per month
Overages billed at $ See Schd. A
per General Color image'
Payment includes See Schd. A
Pro. Color images per month
Overages billed at $ See Schd. A
per Pro. Color image"
Payment includes See Schd. A
scans per month
Overages billed at $ See Schd. A
per scan'
Please check one: Meter Readings verified: ❑ Monthly ❑ Quarterly ❑ 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.
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.
Clty of San Rafael ZT--sq "
City Manager 9/15/2023
94-60000424 Cristine Alilovich
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 mmouorfes ("EquipeyoP) 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 "EqufpmlrrC unless soplrlkly stated) from software licensor(s) 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 entire 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 ordedy transition, the start
date of this Agreement will be the date the Equipment is delivered to you or a dale 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 1/30th of the Payment, multiplied by the numberof 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 UBEO West, LLC generated equipment rental, a CLOSING BILL on the agreement being replaced, up to the
installation date of the new equipment, will be sent approximately (10) days after delivery of the new equipment You agree to pay this CLOSING BILL charges as they represent valid charges for product and services provided under the prior
agreement up to the installation date ofthe new equipment If any provision ofthis Agreement is declared unenforceable, the other provisions herein shall remain in full force and effect to the fullest extent permitted by law.
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 (ii) 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 origination fee of S 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 S30 or, if less, the maximum
charge allowed by law. We may make a profit on any fees, estimated tax payments and other charges paid under this Agreement
36241 (2017) (v2) Page 1 of 2 Rev.11103/2022
DocuSign Envelope ID: 92497F5D-1436-4CB4-AD7D-57F3A660760A
3, EQUIPMENT; SECURITY INTEREST: At your expense, you shall keep the Equipment (i) in good repair, condition and working order, in compliance with applicable laws, ordinances and manufacturers' and regulatory standards; (ii) free
and clear of all liens and claims; and (iii) 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 statement(s) to show our interest You will not
change your name, stale of organization, headquarters or residence without providing prior written notice to us. You will notify us within 30 days if your state 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 full 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 Agreementterm 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 forthe insurance premium and an administrative fee The cost may be more than the cost of obtaining yourown 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
termination 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 ag ree to promptly notify us in 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 res idual value ofthe Equipment, both discounted to present
value at 2%. 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 aftomey-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 o f your assets other than in the ordinary course of business, without our prior written 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 co nsent from you. You agree that if we sell, assign or transfer this Agreement, our assignee will have the same rights
and benefits that we have now and will not have to perform any of our obligations. You agree that 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 parties hereto and their respective successors and assigns.
6. DEFAULT AND REMEDIES: You will be in default if. (i) 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 othe r agreement with us
or any of our affiliates or fail to perform or pay under any material agreement with any other entity; (ii) you make or have made any False statement or misrepresentation to us; (iii) 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, at 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%. We may recoverdefault interest on any unpaid amount at the rate of 12 % 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 lhatyou 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
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. WE SHALL NOT BE RESPONSIBLE TO PAY YOU ANY CONSEQUENTIAL, INDIRECT
OR INCIDENTAL DAMAGES FOR ANY DEFAULT, ACT OR OMISSION BY ANYONE. Any delay or failure to enforce our rights under this Agreement will not prevent us from enforcing any rights at a later time You agree that this Agreement
is a "Finance Lease" as defined by Article 2A of the UCC and your rights and remedies are governed exclusively by this Agreement You wa ive all rights under sections 2A-508 through 522 of the UCC. If interest is charged or collected in
excess of the maximum lawful rate, we will 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
provided herein), you will deliver all requested information (including tax returns) which we deem reasonably necessary to determine your current financial condition and faithful performance ofthe terms 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
fiscal year end, and (ii) management -prepared interim financial statements within 45 days after the requested reporting pedod(s). Annual statements shall set forth the corresponding figures for the prior fiscal year in comparative form, all in
reasonable 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 shall 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 ofthe initial term, this Agreement shall renew for successive 12-month renewal term(s) under the same terms hereof unless you send us written 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 timely return the Equipment You shall continue making Payments and paying all other amounts due until the Equipment is returned. As
long asyou havegiven us the required written notice, you will return all ofthe Equipmentto a location we specify, atyourexpense, in retail re -saleable condition, full working orderand complete repair. Atthe end ofthe term orupon repossession
ofthe Equipment after a default, you agree to pay us a minimum return fee of $250, which will cover up to 10 units of etumed Equipment and will not be prorated, and in addition, a supplemental return fee of up to $50 per each unit of returned
Equipment in excess of 10 units (collectively, the "Return Fee"). If, in our sole discretion, we allow you to return any Equipment priorto the end ofthe term, you shall pay us the Return Fee each time you retum Equipment 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 ofterrorism 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 laws, regulations and government guidance concerning foreign asset control, trade sanctions, embargoes, and the prevention and detection of money laundering, bribery, corruption, and terrorism, and
neither you not any of your Representatives is or will be ksted in any Sanctions related list of desgnated persons "Marned by the U.S Department of Treasurys Office of Foreign Assets Control or successor or the U.S. Department of Slate
You shall, and shad cause any Representative to. provide such information and take such actions as are reasonably requested by us in order to assist us in ma,Maning compliance with anb-money laundering laws and regulations.
10. MISCELLANEOUS: Unless otherwise slated in an addendum hereto. The parties agree that (r) this Agreement and any reiah d documents hereto may be authenticated by electronic means. (n) the 'original' of this Agreement shad be the
copy that bears your manual, facsimile. scanned or electronic signature and that also bears our manually or esdroncaly signed signature and is held or controlled by us, and (iii) to the extent this Agreement constitutes chadel 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 re'a!ed documents that you or we executed or authenticated such documents by
Ceuroric or digital mans 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 rightto requite you to sign this Agreement or any
reared documents hefelo manualy and to send to us the manually signed, duly 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 ofthe Agreement Whenever our consent is required, we may withhold or condition such consent in our sole discretion. except as otherwise expressly
statedheren. From lime to timet, 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 mayprovide Supplier information
regarding this Agreement d Suppler has assigned or refered it to us All notices shall be mailed or delivered by facsimile transmission or ovemght courier to the respective parties at the addresses shown on this Agreement or such other
address as a party may provide in witting from time to time. By providing us with a leepbone 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 caps, text messages, and calls made by an automate telephone dialing system, from us and our affiliates and agents at that number Thrs express
consent applies to each such telephone number that you provide to us now (win the future and permits such calls for iron-markeing purposes. Caps and messages may incur access fees from your cellular prouder You aulhonze us to make
non•ma!enal amendments (including canpfeting and conforming the description of the Equipment) on any document in connection with this Agreement Unless stated otherwise heein, all other modifications to this Agreement must be in
writing and sgred by each party or in a duly authenticated electronic record. This Agreement may not be modifed 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 WAVER: This Agreement win 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 pnsdchon and venue of any slate or federal
court in the state of the Owner or, f essrgned. its assignee ties its principal place of business and ware the defense of inconvenient forum For any action ans+ng out clot 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 no a separate arrangement with Suppler for maintenance. nspection adjustment parts replacement drums, cleating material required for proper operation and toner and
developer ('Arrangement'). You agree to pay an amounts owing under this Agreement regardless of any claim you have against Supplier renting to the Arrangement Supplier will be solely responsible for performing all services and povdi g
all supplies under the Arrangement You agree not to hold Owner (if 6ferent from Supplier) or any assignee of this Agreement responsible for Suppler s obligations under the Arrangement Asa convenience to you. we wdl provide you with
one invoice coveting amounts owing under this Agreement and the Arrangement If necessary. Suppliers obligations to you under the Arrangement maybe 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 poleclors should have network protection when connected in a network environment Units that provide network protection are available through
UBE0 West. I.I.C. You are responsible for providing manufacturer recommended adequate power supply Check one of the following Q Purchased D Has existing ❑ Dedned and will be responstile for damage caused by not havirg
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 sngle sided 8.5' x 11' copy of print Each month, you are entitled to produce pre minimum number
of imageslscans shown on page 1 of this Agreement for each applicable imagelscan type. Regardless of The number of irnagesisrans made, you will newer 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 SS fee assessed per device, per month for the term of this Agreement of until the meter readings are sel-up
Cectmncally You agree to pay the applicable overage charge for each mored image/scan that exceeds the applicable minimum number of rmagestscans. Imagesl5cans made on equipment marked as not financed under this Agreement
will be included m determining your magelscan and overage charges. At the end elite first year of ths Agreement. and once each successive 12-monlh 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 actrre agreement with Supplier UBEO West, LLC agrees not to disclose any customer information to manufacturers orcompetitors that is not required bylaw
Id 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, yourwnllful act use of any paper stock
that does not meet device specifications. negligence or misuse including, without Iimdabon, damage to any part or mechanisms ari use or supplies or spare parts not manufactured andlor use or supplies or spare parts not manufactured by
the original equipment manufacturer and which cause abnormally high service caps or Service problems, accident. transportation, failure of elecuraf power, art conditioning or hundity, control related problems, acts of nature (fire . Hood etc ),
the4, or any other unusual circumstance b) Repairs made necessary by service performed by personnel other than UBEO West. LLC representative c) Wok which you request to be performed outside regular business hours. d) Reconditioning
or modfcalan to the Equipment except those specified by UBEO West, LLC's Technical Service Department to assure greater perormance of the Equipment e) Any and an 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. 0 Repairs to the Equipment that is past the manufactures end of service fife
36241 (2017)(v2) Page 2of2 Rev 11/03022