HomeMy WebLinkAboutPD Police Department Copy-Print Hardware Lease and Services____________________________________________________________________________________
FOR CITY CLERK ONLY
Council Meeting: September 21, 2020
Disposition: Resolution 14858
Agenda Item No: 4.d
Meeting Date: September 21, 2020
TOPIC: POLICE DEPARTMENT COPY/PRINT HARDWARE LEASE AND SERVICES
SUBJECT: RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A COPY/PRINT
HARDWARE LEASE AND SERVICES AGREEMENT WITH RAY MORGAN COMPANY,
FOR A 39-MONTH TERM AT AN ESTIMATED ANNUAL COST OF $50,277
RECOMMENDATION:
Staff recommends that the City Council adopt the resolution (Attachment 1) authorizing the City Manager
to execute a copy and print hardware lease and services agreement at an estimated annual cost of
$50,277 per year for the next 39 months.
BACKGROUND:
The City of San Rafael’s Police Department has utilized the Ray Morgan Company copy and print service
since 2018. The Police Department in the normal course of business generates a large volume of printed
and scanned documents. It has been the policy to renew the three-year contracts on a timely basis. The
Police Department’s current contract expires September 2020.
ANALYSIS:
The Police Department currently has:
•Six large capacity multi-function machines, including fax services
•Two large capacity multi-function machines
•Two standard black and white printers
•Ten desktop scanners
The renewal for leasing and services runs $50,277.60 annually. The $50,277.60 includes a set annual
lease that includes maintenance at a cost based on 12,000 black & white print/copy, 15,000 color
print/copy, 6,000 black & white laser print, and 3,000 color laser print. If the number of pages exceeds
the allowance, the rate charged is .008 cents per page for black & white print/copy, .053 cents for color
print/copy, .025 black cents for white laser print, and .13 cents for color laser print.
Staff recommends that the City Council approve a waiver of formal bidding on this contract pursuant to
San Rafael Municipal Code section 2.55.100 (C) (other valid reasons for waiving competition), because
SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: Police Department
Prepared by: Glenn McElderry,
Police Captain
City Manager Approval: ____
SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
entering into this agreement has the effect of extending some existing equipment leases, achieving an
overall substantial cost savings over entering into new leases for the equipment. Police Department staff
have also been satisfied with Ray Morgan’s quality of service and would like to retain the vendor for copy
and print services.
FISCAL IMPACT:
The total cost for the Police Department’s proposed lease and copy and print services over the 39-month
term of the contract is approximately $159,213. There are sufficient funds in the Police Department’s
General Fund operating budget to support this contract.
OPTIONS:
The City Council has the following options to consider on this matter:
1. Staff's recommended action to adopt the proposed resolution.
2. Adopt a resolution with changes.
3. Direct staff to pursue a different approach.
RECOMMENDED ACTION:
Adopt the resolution waiving bidding and authorizing the City Manager to execute a copy/print hardware
lease and services agreement with the Ray Morgan Company, at an annual cost of approximately
$50,277.60 per year for the next 39 months.
ATTACHMENTS:
1. Resolution
2. Proposed 2020 Ray Morgan Value Rental Lease Agreement with State and Local Government
Addendum
RESOLUTION NO. 14858
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING THE
CITY MANAGER TO EXECUTE A COPY/PRINT HARDWARE LEASE AND SERVICES
AGREEMENT WITH RAY MORGAN COMPANY, FOR A 39-MONTH TERM AT AN
ESTIMATED ANNUAL COST OF $50,277
WHEREAS, the San Rafael Police Department generates a large volume of printed and
scanned documents in the normal course of business; and
WHEREAS, the Police Department’s current copier contract is due to expire in
September 2020; and
WHEREAS, by renewing equipment leases with the Ray Morgan Company under the
company’s State & Local Government form of agreement the City can achieve substantial
savings over leasing the equipment from a new vendor; and
WHEREAS, over the course of the proposed 39-month agreement, the approximate cost
of the agreement will be $159,213;
NOW, THEREFORE BE IT RESOLVED, that the City Council hereby waives the
requirement of competitive bidding and authorizes the City Manager to execute a 39-month
Value Rental Lease Agreement with State & Local Government addendum with the Ray Morgan
Company, in the form accompanying the staff report for this resolution, subject to final approval
as to form by the City Attorney.
I, Lindsay Lara, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was
duly and regularly introduced and adopted at a regular meeting of the City Council of said City
held on the 21st day of September 2020, by the following vote, to wit:
AYES: COUNCILMEMBERS: Bushey, Gamblin, McCullough & Mayor Pro Tem Colin
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: Mayor Phillips
LINDSAY LARA, City Clerk
~
Ray Morgan Company
Value Rental Lease Agreement ~--A-P_P_L_IC_A_T_I_O_N_N_O_. __ ~I ~I ___ AG_R_E_EM_E_N_T _N_O_. __ ~
3131 Esplanade• Chico, CA 95973 • Phone: 530.343.6065 • Fax: 530.343.9470
The words "User," "Lessee," "you" and "your" refer to Customer. The words "Owner," "Lessor," "we," "us" and "our" refer to Ray A. Morgan Company.
CUSTOMERINFORMATTON
FULL LEGAL NAME
City of San Rafael
CITY STATE
San Rafael CA
BILLING NAME (IF DIFFERENT FROM ABOVE)
City of San Rafael Police Department
CITY STATE
EQUIPMENT LOCATION (IF DIFFERENT FROM ABOVE)
1375 Fifth Avenue , San Rafael, CA 94901
EQUIPMENT DESCRIPTION
MAKE/MODEL/ACCESSORIES
See Schedule A
ZIP
94901
ZIP
D See attached Schedule A
TERM AND PAYMENT INFORMATION
STREET ADDRESS
1400 Fifth Avenue
PHONE
( 415) 485-3000
BILLING STREET ADDRESS
E-MAIL
SERIAL NO
D See attached Billing Schedule
PMT . Schd Payments• of$ PMT. Schd . If you are exempt from sales tax, attach your certificate
The payment ("Payment") period is monthly unless otherwise indicated .
Payment includes
Payment includes
Payment includes
PMT. Schd.
PMT. Schd.
PMT . Schd .
B&W images per month
General Color images per month
Pro. Color images per month
Payment includes PMT , Schd. scans per month
Overages billed at$ PMT . Schd.
Overages billed at$ PMT. Schd.
Overages billed at$ PMT . Schd .
Overages billed at $ PMT. Schd.
FAX
( 415) -
STARTING METER
NOT FINANCED
UNDER THIS
AGREEMENT
□
□
□
□
□
□
□
□
•plus applicable taxes
per B&W image•
per General Color image•
per Pro. Color image*
per scan*
Please check one: Meter Readings verified: D Monthly D Quarterly D Other: (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 ACCEPTANCE
Ray A. Morgan Company
OWNER SIGNATURE TITLE DATED
CUSTOMER ACCEPTANCE
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 Rafael ,-1-x----------------~
CUSTOMER (as referenced above) SIGNATURE TITLE DATED
FEDERAL TAX 1,0 # PRINT NAME
TERMS AND CONDITIONS (Continued on Page 2)
1 AGREEMENT: You agree to rent rrom us the goods, together with all replacements, parts, repairs, additions, and accessions incorporated therein or attached lherelo and any and all proceeds oflhe 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 lhe
word "Equipmenr unless separately slated) rrom software licenso~s) and/or supplie~s) (colleclively, the "SupplieO, all as described in this Agreement and in any attached schedule, addendum or amendment hereto ("Agreement") You
represent and warrant lhat you will use lhe Equipment for business purposes only. You agree to all or 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 olher related document This Agreement becomes valid upon execution by us . In order lo facilitate an orderly lrans~ion, the start
date of this Agreement will be the dale the Equipment is delivered lo 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 amounls due hereunder, you agree to
pay us a transitional payment equal to 1/3oth of the Payment, multiplied by the number of days between the date the Equipment is delivered lo you and lhe designated start date . The first Payment is due 30 days alter the slart of this Agreement
and each Payment lherealter shall be due on the same day of each monlh In addition, should lhis Agreement replace a previous Ray A Morgan Company generated equipment lease, a CLOSING BILL on the agreement being replaced, up
lo the installation date of the new equipment, will be sent approximately (10) days after delivery of the new equipment. You agree lo pay this CLOSING BILL charges as they represent valid charges for product and services provided under the
prior agreement up lo 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 lo the fullest extent permitted by law.
2. OWNERSHIP; PAYMENTS; TAXES AND FEES: We own lhe Equipment, excluding any Financed Items Ownership of any Financed Items shall remain with Supplier thereof. You will pay all Payments, as adjusted, when due, wnhoul
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% or the Payment which is lale 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 lo you; and/or (ii) to comply with the tax laws of the state in which lhe
Equipment is localed You shall pay all applicable laxes, assessments and penalties related lo this Agreement, whether levied or assessed on this Agreement, on us (except on our income) or you, or on lhe Equipment, ils rental, sale,
ownership, possession, use or operation . If we pay any taxes or other expenses lhat are owed hereunder, you agree lo reimburse us when we request You agree to pay us a yearly processing fee of up lo $50 for personal property taxes we
pay related to the Equipment. You agree lo pay us a fee of up lo $50 for filing and/or searching cosls required under the Uniform Commercial Code ('UCC") or other laws You agree to pay us an origination fee of $125 for all closing cosls
We may apply all sums received from you lo any amounts due and owed lo 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 or $30 or, if less, the maximum
charge allowed by law. We may make a profit on any fees, estimated lax payments and other charges paid under lhis Agreement
29887 (2017) Page 1 of 2 Rev 05/08/2020
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 lhe Equipment lo 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 slatement(s) to show our interest. You will not
change your name, slate of organization, headquarters or residence without providing prior written notice lo 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 lo keep the Equipment fully insured against all risk, with us named as lenders 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 wilh 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 policy(s). You agree lo provide us certificates or other evidence of insurance acceptable lo 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, lo do so as provided in eilher (A) or (8) below, as determined in our discretion: (A) We may obtain insurance
covering our interest (and only our in le rest) 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 lime You may be required
to pay us an additional amount each month for lhe insurance premium and an administrative fee The oost may be more than the cost of obtaining your own insurance; or (8) 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 oosts, as would be further described on a letter from us lo 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 lo 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 Equipmen t. All indemnrries 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 agree 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 lhe end of lhe term plus the anlicipaled residual value of the Equipment, both discounted to present
value at 2% Any proceeds of insurance will be paid lo 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, wtthout our prior written consent which will not be unreasonably withheld. You
shall not oonsolidate or merge with or into any other en lily, distribute, sell or dispose of all or any substantial portion of your assets other than in the ordinary oourse of business, without our prior written oonsent, and the surviving, or successor
entity or the transferee of such assets, as lhe 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, assign or transfer this Agreement, our assignee will have lhe 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 lo perform in accordance with the oovenanls, terms and conditions of this Agreement or any other agreement with us
or any of our affiliates or fail lo perform or pay under any material agreement with any other entity; (ii) you make or have made any false slalement or misrepresentation to us; (iii) you or any guarantor dies, dissolves, liquidates, terminates
existence or is in bankruptcy; (iv) you or any guarantor sulfers a male rial adverse change in its financial, business or operating oondition; 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 disoounled to present value al
2% We may reoover default interest on any unpaid amount at the rate of 12% per year, Concurrently and cumulatively, we may also use any remedies available lo 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 oosts 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 lhis 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 lo 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 oollection 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 waive all rights under sections 2A-508 through 522 of lhe 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 lime, 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 lo determine your current financial condition and faithful performance of the terms hereof. This may include: (ii compiled,
reviewed or audited annual financial statements (including, without limitation, a balance sheet, a statement of inoome, 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 period(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 lo 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-monlh 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 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 oondition, full working order and oomplete repair YOU ARE SOLELY RESPONSIBLE
FOR REMOVING ANY DATA THAT MAY RESIDE IN THE EQUIPMENT, INCLUDING BUT NOTLIMITED TO HARD DRIVES, DISK DRIVES OR ANY OTHER FORM OF MEMORY,
g USA PATRIOT ACT NOTICE; ANTI-TERRORISM AND ANTI-CORRUPTION COMPLIANCE: To help the government fight lhe funding of lerrorism and money laundering activities, federal law requires all financial institutions to obtain,
verify, and record information that identifies each customer who opens an acoount 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 documenls that substantiate your business identity You and any other person who you control, own a controlling interest in, or who owns a oonlrolling 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 nor any of your Representatives is or will be listed in any Sanctions-related list of designated persons maintained by the U S Department ofT reasury's Office of Foreign Assets Control or successor or the U S Department of State
You shal l, a~d shai cause -any Ropresanla live lo. provide sud1 Information and lake SL.Ch actlo<is as a,e reasonably reque:;ted by ~s In or der lo as<hl us Jn !11<'1 1nla lnin!I complial1'8 with anll-money laundering laws and 1eg uta tioris
10, MISCELLANEOUS ; Unlesscth erw,se sl ata.d'" an addoodum hereto, the part!lls agree that (i) lh is A!lmemonland any related dDC1Jments hcrelo may oo a11lhen!icated by electronic mea ns; (iij 11w ·ortg ina r oflhis Agreemruilshal l be thn
copy that bears your manual, fai;simile. si:anned or eulrcnic signalu"' and thal also bears ou r manually or eledranfcaap Jgned ~nature and is held or contro l oo 111' us; and (iij lo th o OJ.tent this Agreemt1nt consbMes chattel paper (as
doined by lhe UCCI , a .ecuray lnlc...st may onfy be a eall!d in \li e original . You agree no t to raise as s defense lo the l!flforcement ofthisAgreementor any related ilocuments lhal you 01 we e:muted or aulhenlicsled i u,h dDC1J rr,en1S b)'
eledlon ic or d'.,gital means or th at yo u used lacsimne or other elecl<onic me.>ns lo tiansmit yo ur sign aturo on such docu men ts. Notwiths tand ing anyth ing lo the o,nlrary homJn , we mset'le the rlghl lo mqulrc you 10 sign lhis Agreeme nt or any
relale<1 dOC1Jments hereto manualfy and le sal'ld to os the manually S<gned, dufy execull!d dOC"umonlS\lls ovem,ghl o.i urie r on lite same day lhat you send us the 13<:lilmile, scan n1!11 or elsctrcnic lransmission al lite dOClJmeiils. You agree to
excoule ariy further documents lhal we may requai;I to carry out the inte nls aod purpo ses el !his AgroemonL W!ien...,., ourcons.eol is rnqu irlld, we maywilhho ld or condlion Sllch conscM [n cu rsole ,i:,samfion, e,cept as olherwi sc ,,press!),
stated _heroin . From limo to time, ~pPJler_ma y exter,d lo us ~moot te rms for fqulpmenl fm anced under lhisAgreem~t lh•t are ~l()re favorable tha~whal has been quoled 10 )'Ou or U,egeneral public, and we may J)IOl>id o Supp j erlnlcrmalion
rogald,ng 1h15 Agreemenl H Supplier has •~lgnoo 0< refcircd ,t to us , All no tices sha n be mailed or delivered by facsim i e 1ransm,ssloll or cvernlghl couner 10 tho respecUve parlles al lhe add""ses sllOwn oo lhis Agiwmcnl or 111th other
aifdress as • pasfy may provide in wntlng from time to (Wne . By pro aiding us wfth • tel ephone nu mber ror a oollufar pt,one or olher wireless device, lrn;~lng a number th at you tauu con,er! ID a ceUuJar number. you are etpres sly consenli.ng lo
rctcMng ·oomrnu~icalions, inciuding but !101 i miled lo prerc cotaed 0< artiNcial I/IIIC8 message calls. f~ m,ssag.,,, and calls made by an automa tic lelephon e dialing system. from usa nd our alf,<aleund ag ents al Ill.I number. To s e...press
consent applies ieeach ~uch telephone number that you p,ovide to us nowo, Jn the luwm and permilssu<h calls fo r non -ma~tlng purposes Calls and messages may inc;ur acc-ess lees frcm Y')IJ< ce l ular provider , Yoi, all1l1011ZC us lo make
non-male riat amendments [induding completing and conform ing \ho dOS1Jripfjon of lh• Equl pntllnl) on any dOC1Jmenl I~ cormeclfon wllh this Agroemrui L Unless staled otherw ise he,e-ln. all other modif,catbns to th s A!Jiee1Mnl mu,1 be ti,
writing and signed by oac h p.,.,ty or in a du ly authe nlica lod olectronie reooJd. Tots Agreernani may nol be mod i~ b)' cc~Be or p(!mirma rn:e .
11 . WARRANTY DISCLAIMERS : WE ARE" RENTING THE EQU IPMENT TO YOU "AS-IS." vp u HAVE SELECTED SUPP LI ER AND THE EQUIPMENT BASED UP ON YOUR OWN JUDGME NT. IN TH E EVENT WE ASSIGN THIS
AGREEMENT, OUR A~NEE DOES NOTT/\l<E RESPONSIB ILITIES FOR THE INSTALLATION OR PERFORMANCE OF THE EQUIPMENT. SUPP LIER IS NOT AN AGENT OF OURS AND WE AR E NOT AN AGENT OF SUPPLIER,
AND NOTHING SUPPLIER S1AT ES 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, ANO ANY FAILURE OF A SERVICE PROVIDER TO PROVIDE SERVICES WILL NOT EXCUSE YOUR OS.LIGATIONS TO US UNDER IBIS AGREEMEITT . WE MAKE NO WARRANTIES ,
EXPRESS OR IMPLIED, OF. AND TAKE ABSO LUTELY NO RESPONSl8 1LITY fOR , MERCHANTABlLITYU FITNESS FOR ANY PARTICULAR PURPOSE , CONDITION , QUALITY , ADEQUACY, TITLE , DATA ACCURACY·, SYSTEM
INTEGRATION , FUNCTION , DEFECTS, INFRINGEMENT OR AAY OTHER ISSUE IN REGARD TO THE EQ IPMENT, ANY ASSOCIATED SOFlWARE AND ANY FINANCED ITEMS . SO LONG AS Y0U ARE NOT IN DEFAULT UNDER
THIS AGREEMENT, WE ASSIGN TO YOU ANY WARRANTIES IN THE EQU IPMENT GIVEN TO US . .
12. LAW; JURY WAIVER : LAW; JURY WAIVER : This A~me ment wm be governed by and callSlrued ill acco rda nre wtth ths law of u,e prlncipal pl~ ol busiiiess of Owner or, lf'ass!gr,ed. ~ awsnee Yoo consent lo jurlsdi;lion ilnd wnue
cl any &tall! 0< !ederal =n In the slate ollhe Owner or, hssigned, ,ts-assignee has is ptlncipal plaoo of bllsinoss and waive Iha defcnso.ol il'ICOnvenionl forum Fer any action arising oul al or re1am1g to lh~ Agreement crlrn:i Equlpmen~
80TH PART IES WAIVE ALL RJGHTS TO A TRIAL BY JURY.
13. MAINTENANCE AND SUPPL IE S: You ha"ll elecled .to en1er lntc a separale a(rangemenl wilh Supp!Jer tor rqaln teri.ince, inSJIOCilon , adiustmonl parts re placemenL drums. deaning material requoed forpropcr0poraloo and ll>nerand
developer ("Arra,,gemen n. You ag/ee lo PIIY all amou ~lsowlng underll1fs.4!l1eemenl fellOrdlesso! any claim you hi!YI! il!lBlnst Suf)ll 'e, relaUng to the ArrangomenL Supp ~erwill be solely respo n!lble for 1M>dormln g al services and providing ai suppl"~, uoder the Arr.ing eme nt Yau agree not lo hold Owne1 (~ dltferen\ from Supplle~ or any assignee of this Agtee1Mnt respon sible for S.upp [er'S'Obtigalicns unde111w AlrangemonL Asa convanioooe to you, we will provide )'OU w~h
one ,nwite cove riog-amoonls owmg unde r lhis Agreement and the Arrangement fl noressary , Supplie/s cbJ/g alio ns to you un cler the Arra~menlma y be assigned by us.. You h.ve been inlomied lh al a.surge prl!leciorisiecommende<l lo
prclec.t your ele rilto nlr; irr,estment ~om harmful hig~ wll.age powe1 dlsluibances, Said su111 e p,otecio,s should h11Vo ne twork p,clocllon when conoccled in a oo twork envlronmenl Units lhal provide nelworl< protec tion are ava ilable lhrough
Ray A. Moman Company. Voe are respcnslb!r! tor prcvldlog rnanulacturerr ecommendecl adequate pow1!r S1Jppl)', Ch"'~one of the following· D Pu~ 0 Has existing D Declined and win be re$j)On1,ble lordami)Qe cauS<ld ey not
hRving a sullle p,oleclor. You ogree lo pny a monthfy supp ly r,alghl lee to covet lhe costs or shipping suppl,es lo you . An m;,gelse<1n ~ equal 10 a single s'ded 8.5" x 11" copy or prinL Each manlh , )Ou illll enlillcd lo pnlduce the minimum
numbe r of mages/sca ns shown on page.1 or th is Agreilmenl fo r ea oh appbble im~elsc.'ln lypc , Re9a1dless of lhe num.ber of"lmages/scans made. yo u wil rn,ve r pay le$s than the mininum Payme nl Yo u ll')roe to provide pe riodic mew,
rea,,liogs en lhe Equ ipment II at any lioedu1uig the term ol lllis Agreement meter readings are not calleded eledrc nically there Wli boa SS lee assas.sed por dev,r.e, por month ki r tho term aflhls Agreement or uoW Iha meter readings are
set-up electrcnica lfy. Yo u ag rCJ! lo pay the apptc.ib le overage charge rcr eacl1 metered 1ma11Clsc.1n 111at e)(l:ccds the applicable nilqmum number of i1n1ges.'scans, Imagos/scans mace on eq uipment marked as-not financed under this
Agroemcnt win be included in de\em,inmg ycurimaglliscan and overage ,harges. Al Uw end or the fll'SI yea, or this Agrcernc nl and once each success.,,, l2-monll1 iredod lheroaRe1. lhe malntenanre and S!IPP!les poroon ol the Paymenl and
the ove!llgo charges may be increased by a ml!Ximum or 15% ol lh• existing paymer,t o, ch"'IJe, If )OU ha~ mulUpl<! devices al lhe insta lalion addmss . whk.h use lhe same suppllos prcvfd_a.d under th is Agreement .ill devices using the same
supplies mu sl be cos ere d under an i!<livc agreemenl with Supplie r.
14. EXCLUSIONS : Ma ln1en an'8 se<Y!ci, underlheArrangemenl Is con tingent upon J)IOpe< use orlhe dal'lce . The Arrangement does nol ~e:a) Repairs resultfng kcm causes other than normal uso : your wi nM aot uso of any papar stool<
Iha I does not meet dollire specif,;ations, neg ligence or misuse lnclUdill g, wMoullmilalion . damage le any part 01 mectlanisms and/or use oi suppliesc r ~e parts not manuractured an(f/or use oi supplies or spare parls not ma111J fa otured by
th e. orig inal equipment manufaciureiand wll ich cause abn0<ma!Jy h!l h se rvice calls or se rvice J)IOblems; accident lransportalkln . fa ilure er electrical power, air cond~ioning or hu ml:!ity con~ol ,.,t aled prcblCITIS , ac ls or na lure (nre • llood etc;),
llleft. or any olhar unusual cl<eunistance b) Repaiis made necessary l)y serv,co f)6rfarmcd by i,e,so nne l other rtian Ray A. Manian Company represe ntativ e, c) Woll< wll ir:h )OU request l0 be pc,fcrn~ oolside regula r bu$1 ness hoo r.s. d)
Reconditioning or modificallon lo lhe Equ p,lll!n t excepl tho"! spetifll!d by Ray A. Morgan Company's ,Technical Service Dapartme nl 10 iSsure grnale, perll)tlrulnce ollhe Equipment e) MY and all work related ie dala 80w between the
o,verc,d dev~e-and )'Ourcomp,llers ,,software or co mp ute r neJwor!I: arworlc on '/Our ccmpute,s , soltware or compu ter ne twork fttdependentollhe Equ lpm!in Q Repairs lo lho Equ ;pme·n1 lhal Is past the manufadu111s l!f)d or servicil Ufc
29887 (2017) Page 2or 2 R~. 05108/20 20
Ray Morgan Company
BILLING SCHEDULE
CITY OF SAN RAFAEL
(Equipment located at the Police Dept.)
The following represents the agreed upon billing for the equipment, service & supplies
on said RMC Value Rental -App# 2683408
DATE PAYMENT AMOUNT INCLUDES
October ist, 2020 $37,708.20 + taxes 108,000 B&W Print/ Copies
thru June 30th, 2021 135,000 Color Prints / Copies
(pmt due Nov 1, 2020) 54,000 B& W Laser Prints
27,000 Color Laser Prints
July 1, 2021 $50,277.60 + taxes 144,000 B&W Print/ Copies
thru June 30th, 2022 180,000 Color Prints / Copies
72,000 B&W Laser Prints
36,000 Color Laser Prints
July 1, 2022 $50,277.60 + taxes 144,000 B&W Print/ Copies
thru June 30th, 2023 180,000 Color Prints / Copies
72,000 B&W Laser Prints
36,000 Color Laser Prints
July 1, 2023 $20,949.00 + taxes 60,000 B&W Print/ Copies
thru December ist, 2023 75,000 Color Prints / Copies
30,000 B&W Laser Prints
15.000 Color Laser Prints
All other terms & conditions on RMC Value Rental Agreement remain unchanged.
All parties agree as referenced below with their signed acknowledgement.
City of San Rafael Ray Morgan Company
By: ________ _
Print Name: -------
Title: ----------
By:--------
Steve Mallory
Technology Leasing Manager
www.raymorgan.com
PAGE 1 OF 1
Ray Morgan Company
This E_gllipmenl Schedule A is to be a_!t~hed to a_rid_tiecome part of the item description for the Agreement. Da1ed by and between the undersigned and Ray Morgan Company
Model# Serial# Ownership Address Location City Zip
Canon IR ADV C7565i Ill Lessor 1375 Ftfth Avenue Records San Rafael 94901
Canon IR ADV C7765i Ill Lessor 1375 Fifth Avenue Records San Rafael 94901
Canon IR ADV C5560i Ill Lessor 1375 Fifth Avenue lnvestiqations San Rafael 94901
Canon IR ADV C356if Lessor 1375 Fifth Avenue Evidence San Rafael 94901
Canon IR ADV C356if Lessor 1375 Fifth Avenue Holding Cell/Reporting San Rafael 94901
Canon IR ADV C356if Lessor 1375 Fifth Avenue Report Writing Room San Rafael 94901
Canon IR ADV C356if Lessor 1375 Fifth Avenue Lynette/Tiny San Rafael 94901
Canon IR ADV C356if Lessor 1375 Fifth Avenue Discatch San Rafael 9490 1
KYOCERA/ MTB M2635DW VCA6Z01463 Customer 1375 Fifth Avenue Distpatch Fax San Rafael 94901
HP/ HP M401 ONE PHGFG38315 Customer 1375 Fifth Avenue Charles Taylor San Rafael 94901
HP/ HP 4250 CNRXXX22146 Customer 1375 Fifth Avenue Records Bracken San Rafael 94901
KP/ KP M553 JPBCJB30MY Customer 1375 Fifth Avenue TBD San Rafael 94901
KP/ HP P3015 VND3637592 Customer 1375 Fifth Avenue HOLDING CELLS San Rafael 94901
HP/ HP M402N PHBQF50931 Customer 1375 Fifth Avenue Aauilar San Rafael 9490 1
HP/ HP P3015 VND3F06272 Customer 1375 Fifth Avenue Patrol SGTS San Rafael 9490 1
Brother/ BRB HL6180DW U63082C3N335875 Customer 1375 Fifth Avenue LEON-DAYSHIFT LT . San Rafael 94901
HP/ HP 1320 CNL 1L09601 Customer 1375 Fifth Avenue Nightshift Lt. Fink San Rafael 94901
HP/ HP P2035N CNB9T23751 Customer 1375 Fifth Avenue Captain Starnes San Rafael 94901
HP/ HP P2035N VNB3F03971 Customer 1375 Fifth Avenue Business Office San Rafael 9490 1
HP/HP1320N CNL 1L07026 Customer 1375 Fifth Avenue SPECIAL OPS San Rafael 94901
HP/ HP M477FDN VNB8JCTB4Q Customer 1375 Fifth Avenue Rose San Rafael 94901
HP/ HP 1320 CNHC5CK1X0 Customer 1375 Fifth Avenue Chief Bishop San Rafael 94901
Canon/ IC MF731CDW WTV02381 Customer 1375 Fifth Avenue Dispatch San Rafael 9490 1
HP/ HP M553 JPBCJC10GL Customer 1375 Fifth Avenue Dispatch San Rafael 94901
HP/ HP CP1518NI CNCCBCM01K Customer 1375 Fifth Avenue LEADS OFFICE San Rafael 94901
HP/ HP P2035N CNB9T23735 Customer 1375 Fifth Avenue DETECTIVE SGT. San Rafael 94901
HP/ HP P2035N CNB9S35527 Customer 1375 Fifth Avenue INVEST-LT FINK San Rafael 94901
HP/ HP P3010 VND3Q00946 Customer 1375 Fifth Avenue Investigations San Rafael 94901
HP/ HP 1320N CNHC63X3K8 Customer 1375 Fifth Avenue TBD San Rafael 94901
HP/ HP 1320 CNHC59W0DV Customer 1375 Fifth Avenue CPTN.MCELDERRY San Rafael 9490 1
HP/ HP 4250 CNRXJ85305 Customer 1375 Fifth Avenue lnvesliaations San Rafael 94901
HP/ HP M551N CMCCG2S163 Customer 1375 Fifth Avenue LYNETTE STARNES San Rafael 94901
HP/ HP 1320N CNHC5B40D0 Customer 1375 Fifth Avenue Ingles San Rafael 94901
HP/ HP CP3525 CNCC97N00G Customer 1375 Fifth Avenue TINY San Rafael 9490 1
HP/ HP P2035N CNB9T23736 Customer 1375 Fifth Avenue Leon San Rafael 94901
HP/ HP P2035N CNB9D22524 Customer 1375 Fifth Avenue TBD San Rafael 9490 1
HP/ HP P2035N CNB9S35518 Customer 137"5 Fifth Avenue Mobile Command A San Rafael 94901
HP/ HP P2035N VNB3H01659 Customer 1375 Fifth Avenue Mobile Command B San Rafael 9490 1
HP/ HP P2035N CNB9D22523 Customer 1375 Fifth Avenue Vapina San Rafael 94901
HP/ HP M404DN PHBB321562 Customer 1375 Fifth Avenue lnvestiqations San Rafael 94901
HP/ HP M404DN PHBB321480 Customer 1375 Fifth Avenue SPECIAL OPS San Rafael 94901
HP/ HP M501 PHBTQ12132 Customer 1375 Fifth Avenue Disptach San Rafael 94901
HP/ HP M476 CNB7H6L075 Customer 1375 Fifth Avenue Security Mall Office San Rafael 94901
CUSTOMER ACCEPTANCE
This Equipment Schedule A is herby Verified as correct by the undersigned Lessee, who acknowledges receipt of a copy:
Dated: ______ Customer: __________ _ Signature: ____________ Tille: ________ _ Print Name: ___________________ _
Dated: ______ Customer: __________ _ Sign~ture: ____________ Title : ________ _ Print Name : ___________________ _
~ AGREEMENT NO .
2683408
Ray Morgan Company
CALIFORNIA JUDICIAL REFERENCE & STATE AND LOCAL GOVERNMENT ADDENDUM
Addendum to Agreement# 2683408 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 attorneys' 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. 05/08/2020
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 City of San Rafael
Lessor Customer
X
Signature Signature
Title Date Title Date
NOTE: CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE AGREEMENT, UNLESS SPECIFICALLY STATED OTHERWISE .
33281 Page 2 of 2 Rev. 05/08/2020
~ AGREEMENT NO
2683408
Ray Morgan Company
STATE AND LOCAL GOVERNMENT ADDENDUM
Addendum to Agreement# 2683408 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 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.
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 th is
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 Ag.reement without notice to or consent from you, and you waive any right you may have to
such notice or consent."
NOTE: CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE AGREEMENT, UNLESS SPECIFICALLY STATED OTHERWISE.
33334 Page 1 of 2 Rev. 05/08/2020
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.
Ray A. Morgan Company City of San Rafael
Lessor Customer
X
Signature Signature
Title Date Title Date
NOTE: CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE AGREEMENT, UNLESS SPECIFICALLY STATED OTHERWISE .
33334 Page 2 of 2 Rev. 05/08/2020
Addendum to Credit Agreement
(supplementing lease, rental or other credit agreement) Ray Morgan Company
Lessee/Renter/Customer: Title of lease, rental or other agreement:
City of San Rafael Dated :
Lessor or Lender: Lease, rental or contract #:
US Bank Equipment Finance
This Addendum to Credit Agreement (this "Addendum") is made by and between the above-referenced lessee,
renter or other customer ("Customer") and the above-referenced lessor or lender ("Creditor").
Introduction: Customer and Creditor are simultaneously herewith entering into the above-referenced lease,
rental or other credit agreement (the "Agreement"); and Customer and Creditor wish to modify and/or supplement the
terms of the Agreement, as more particularly set forth herein below. This Addendum shall be effective as of the same date
as the Agreement (the "Effective Date").
1. Incorporation and Effect. This Addendum is hereby made a part of, and incorporated into, the Agreement as
though fully set forth therein. As modified or supplemented by the terms set forth herein, the provisions of the Agreement
shall remain in full force and effect, provided that, in the event of a conflict between any provision of this Addendum and
any provision of the Agreement, the provision of this Addendum shall control.
2. Definitions. Capitalized terms herein that are not otherwise specifically defined herein shall have the same
meanings as set forth in the Agreement. As used in this Addendum, the following terms shall have the following-described
meanings:
"Goods" shall have the same meaning as the term "Equipment," "Leased Equipment," "Goods" or "Property"
(or a similar term) as defined and used in the Agreement.
3. Ea rl y Commencement . Notwithstanding anything to the contrary in the Agreement, Customer hereby
authorizes and requests that Creditor immediately commence the Agreement. Customer acknowledges and agrees that
the Agreement is being commenced prior to the complete delivery and/or installation of the Equipment solely as an
accommodation to the Customer. Customer agrees that even if the Equipment is not delivered, accepted and/or does not
function or perform as Customer anticipates or expects, Customer shall (i) address any Equipment related problems or issues
with reference to delivery or non-delivery or installation solely with Supplier and not any assignee of Supplier's interests in the
Agreement (an "Assignee"), (ii) in all cases, make all payments to Creditor or an Assignee as and when due under the Agreement.
Customer understands and agrees that Customer's obligations (including, without limitation, Customer's obligation to remit the
scheduled periodic payments and all other amounts due under the Agreement) are absolute and unconditional and shall commence
upon execution of this Addendum.
4. Miscellaneous. This Addendum, together with the provisions of the Agreement not expressly inconsistent
herewith, constitutes the entire agreement between the parties with respect to the matters addressed herein, and shall
supersede all prior oral or written negotiations, understandings and commitments. This Addendum may be executed in
any number of counterparts, each of which shall be deemed to be an original, but all of which together shall be deemed to
constitute one of the same agreement. A facsimile or other copy of this Addendum with facsimile or copied signatures
shall have the full force and effect of the original for all purposes, including the rules of evidence applicable to court
proceedings.
Customer: Creditor:
By: _,,X""'--------------------By: ~X...,.__ ________________ _
Print: ___________________ _ Print: ___________________ _
Title: Title:
Bill and Hold Document 01/09/07