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HomeMy WebLinkAboutReso 2000-172 - Ray Morgan Company { RESOLUTION NO. 2000- / 7 2— A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING APPROVING ENTERING INTO A FIVE- YEAR RENTAL CONTRACT WITH RAY MORGAN COMPANY FOR A NEW CANON CLC1150 DIGITAL COLOR COPIER WITH FIERY RIP. IT IS HEREBY RESOLVED that the City Council of the City of Redding approves entering into a five-year Rental Agreement with Ray Morgan Company for a new Canon CLC 1150 Digital Color Copier with Fiery Rip, a copy of which is attached and made a part hereof by reference. BE IT FURTHER RESOLVED that the City Manager is authorized to sign the Agreement on behalf of the City;and the City Clerk is directed to attest his signature and impress the official seal of the City of Redding to the Agreement. I HEREBY CERTIFY that the foregoing resolution was introduced, read and adopted at a regular meeting of the City Council on the 17thday of October , 2000,by the following vote: AYES: COUNCIL MEMBERS: Cibula, Kight, McGeorge and Pohlmeyer NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: Anderson ABSTAIN: COUNCIL MEMBERS: None W2i/e_a&Lett.-%_...• ROBERT C. ANDERSON, Mayor Attest: Form Approved: glit.41.4.-e--' OttZ.3- Connie S'teoh ayer, City C,Y k W. Leonard Wingati, ty Attorney rJ Owner: AGREEMENT NUMBER RI/te • remier-Copy • TOTAL DOCUMENT SOLUTION CPC Aa reement 554 Rio Lindo Avenue • Chico, CA 95926 • Phone: 530.343.6065 • Fax: 530.343.5021 655 Menlo Drive, Suite C • Rocklin, CA 95765• Phone: 916.630.2121 • Fax: 916.630.2122 This document is written in"Plain English". The words you and your refer to the customer. The words we, us, our and owner refer to Ray Morgan Company. Every attempt has been made to eliminate confusing language and create a simple,easy-to-read document. • CUSTOMER INFORMATION FULL LEGA NAME OF CUSTOMER STREET ADDRESS Grri F -N STREET '71 1 evaess Ave- CITY / ATE ZIP PHONE FEDERAL TAX I.D.B �1—wotr / -"Go'l'd' 7i Sao yr mer BILLING NAM (IF DIFFERENT FRO ABOVE) wO BILLING STREET ADORE rU 1.(56,0/L CITY STATE ZIP _Pp g -Ga 76 D if4-40-i/ EOUIPME LOCATION(IF DIFFERENT FROM ABOVE) EQUIPMENT WITH INDEPENDENT MINIMUMS Make/Model/Accessories Serial# Cost-per-Copy' Minimum Starting Meter 1. C0400%) et'e ipso 2. etdnr 405 Z 4'0 — 3. 5tap I-Y Som V Fu{ ?4,75 OR EQUIPMENT WITH CONSOLIDATED MINIMUMS Make/Model/Accessories Serial# Starting Meter 1. • 2. — 3. 4. , Cost-per-Copy' ! 1!AGREEMENT: You agree to rent from us the personal propert under'ITEM DESCRIPTION'and as modified by supplements to this M trent from time to time signed by you and us(such property and any upgrades,replacements,repairs and additions referred to as'Eck.. for business purposes only.You agree to all of the terms and conditions a n this Agreement and any supplement,which together are a complete statement of our Agreement regarding the listed equipment('Agreement')and supersedes any purchase order or outstanding invoice. This Agreement may be modified only by written agreement and not by course of performance. This Agreement becomes valid upon execution by us and will begin on the rent commencement date and will continue from the first day of the following month for the number of consecutive months shown. You also agree to pay to Owner interim rent for the use of the equipment prior to the due date of the first payment.The term will be extended automatically for successive 12 month terms unless you send us wntten notice you do not want it renewed at least thirty(30)days before the end of any term. If any provision of this Agreement is declared unenforceable in any jurisdiction,the other provisions herein shall remain in full force and effect in that junsdiction and all others. 2.RENT. Rent will be payable in installments,each in the amount of the basic payment shown plus any applicable sales tax.use tax,plus 1/12th of the amount estimated by us to be personal property tax on the Equipment for each year of this Agreement. You will pay the security deposit on the date you sign this Agreement. Subsequent installments will be payable on the first day of each rental payment penod shown beginning after the first rental payment period.We will have the right to apply all sums,received from the you,to any amounts due and owed to us under the terms of the this Agreement. In the event this Agreement is not fully completed,the secunty deposit will be retained by us to compensate us for our documentation,processing and other expenses. If for any reason,your check is returned for nonpayment,a$20.00 bad check charge will be assessed. 3.MAINTENANCE AND SUPPLIES:The charges established by this Agreement include payment for the use of the designated Equipment and accessories,maintenance(during normal business hours);inspection,adjustment,parts replacement,drums and cleaning material required for the proper operation,as well as black toner and developer. Paper must be separately purchased by customer. Color toner,not included in this Agreement will be billed sepa- rately. If necessary,the service and supply portion of this Agreement may be assigned. 4. OWNERSHIP OF EQUIPMENT: We are the owner of the equipment and have sole title to the equipment(excluding software). You agree to keep the equipment free and clear of all liens and claims. 5. WARRANTY DISCLAIMER: WE MAKE NO WARRANTY EXPRESS OR IMPLIED,INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT IS MERCHANTABLE. YOU AGREE THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY US. 6. LOCATION OF EQUIPMENT: You will keep and use the equipment only at your address shown above and you agree not to move it unless we agree to it. At the end of the Agreement's term,you will return the Equipment to a location we specify at your expense,in retail resaleable condition,full working order.and in complete repair. 7. LOSS OR DAMAGE: You are responsible for the risk of loss or destruction of or damage to the equipment. No such loss or damage relieves you from the payment obligations under this Agreement. You agree to promptly noti- fy us in writing of any loss or damage and you will pay to us the present value of the total of all unpaid payments for the full term plus the estimated fair market value or the Equipment at the end of the originally scheduled term,all discounted at six percent(6%) per year.Any proceeds of insurance will be paid to us and applied,at our option,against any loss or damage. 8. COLLATERAL PROTECTION AND INSURANCE: You agree to keep the equipment fully insured against loss with us as loss payee in an amount not less than the replacement cost until this agreement is terminated. You also agree to obtain a general public liability insurance policy from someone who is acceptable to us and include us as additional insured on the policy. You shall provide us with certificates evidencing issuance of these policies. Each policy must include a clause requiring the insurer to give us written notice of any alteration or cancellation of the policy. We under no duty to ascertain the existence of or examine any such policy or to advise you in the event any such policy does not comply with these requirements. If you fail to provide appropriate property damage coverage certificate,we may enroll you in our property damage insurance program and bill you a property damage surcharge as a result of our increased administrative costs and credit nsks.As long as you remain current,in the event of a loss(excluding losses resulting from acts of God),the replacement value of the equipment will be applied against any loss or damage as per paragraph 7. You must ba current to benefit from this program. NOTHING IN THIS PARAGRAPH WILL RELIEVE YOU OF YOUR RESPONSIBILITY FOR LIABILITY COVERAGE ON THE EQUIPMENT. 9. INDEMNITY: We are not responsible for any loss or injuries caused by the installation or use of the equipment. You agree to hold us harmless and reimburse us for loss and to defend us against any claim for losses or injury caused by the Equipment. 10. TAXES AND FEES: You agree to pay when due all taxes(including personal property tax,fines and penalties)relating to this Agreement or the Equipment. If we pay any of the above for you, you agree to reimburse us and to pay us a$15 processing fee for each payment we make on your behalf. You also agree to pay us any filing fees prescribed by the Uniform Commercial Code or other law or,at our option,a non-filing protection fee. You further agree to pay us$59.50 on the date the first rental payment is due to cover the expense of originating the Agreement. If the total sum of the payment exceeds$75,000,the ongination fee will be$79.50. 11. ASSIGNMENT: YOU HAVE NO RIGHT TO SELL,TRANSFER,ASSIGN OR SUBRENT THE EQUIPMENT OR THIS AGREEMENT.We may sell,assign,or transfer this Agreement.You agree that if we sell,assign,or trans- fer this Agreement,the new owner will have the same ngnts and benefits that we have now and will not have to perform any of our obligations. You agree that the nghts of the new owner will not be subject to any claims,defenses, or set offs that you may have against us. 12. DEFAULT AND REMEDIES: If you do not pay any rental payment or other sum due to us or other party when due or if you break any of your promises in the Agreement or any other agreement with us,you will be in default. If we have to make any collection call,you will be charged an additional$18.00 to compensate us for our expense. If any part of a payment is late,you agree to pay a late charge of 15%of the payment which is late or$15.00,whichev- er is greater,or if less,the maximum charge allowed by law. If you are ever in default,we may retain your security deposit and at our option,we can terminate or cancel this Agreement and require that you pay(1)the unpaid bal- ance of this Agreement(discounted at 6%);(2)the amount of any purchase option and if none is specified,20%of the original equipment cost which represents our anticipated residual value in the equipment;(3)and require you to return the equipment to us to a location designated by us at your cost. We may recover interest on any unpaid balance at the rate of 8%per annum. We may also use any of the remedies available to us under Article 2A of the Uni- form Commercial Code as enacted in the State of Owner or its Assignee or any other law. If we refer this Agreement to an attorney for collection,you agree to pay our reasonable attorney's fees and actual court costs. If we have to take possession of the equipment,you agree to pay the cost of repossession. YOU AGREE THAT WE WILL NOT BE RESPONSIBLE TO PAY YOU ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES FOR ANY DEFAULT BY US UNDER THIS AGREEMENT You agree that any delay or failure to enforce our nghts under this Agreement does not prevent us from enforcing any nghts at a later time. No remedy set out in this paragraph is intended to be exclusive;each shall be cumulative but only to the extent necessary for us to recover from you those monies for which you are liable. It is further agreed that your nght and remedies are governed exclusively by this Agreement and you waive Customer's rights under Article 2A(508-522)of the UCC. 13. UCC FILINGS: You grant us a security interest in the equipment if this agreement is deemed a secured transaction and you authorize us to record a UCC-1 financing statement or similar instrument.and appoint us your attor- ney-in-fact to execute and deliver such instrument,in order to show our interest in the equipment. 14. SECURITY DEPOSIT: The security deposit is non interest bearing and is to secure your performance under this Agreement.My security deposit made may be applied by us to satisfy any amount owed by you,in which event you will promptly restore the secunty deposit to its full amount as set forth above. If all conditions herein are fully complied with and provided you have not ever been in default of this Agreement per paragraph 12.the security deposit will be refunded to you after the retum of the equipment in accordance with paragraph 6. 15. CONSENT TO LAW,JURISDICTION.AND VENUE: This Agreement shall be deemed fully executed and performed in the state of Owner or its Assignee's principal place of business and shall be governed by and construed in accordance with its laws. If the Owner or its Assignee shall bring any judicial proceeding in relation to any matter ansing under the Agreement,the Customer irrevocably agrees that any such matter may be adjudged or determined in any court or courts in the state of the Owner or its Assignee's principal place of business,or in any court or courts in Customer's state of residence,or in any other court having jurisdiction over the Customer or assets of the Cus- tomer,all at the sole election of the Owner. The Customer hereby irrevocably submits generally and unconditionally to the junsdicbon of any such court so elected by Owner in relation to such matters.You waive Ina)by jury in any action between us. 16. OVERAGES AND COST ADJUSTMENTS: You agree to comply with any billing procedures designated by us.including notifying us of the meter reading at the end of each month.At the end of the first year of this Agreement and once each successive twelve month period,we may increase the base usage charge per copy and the per copy charge over the base minimum by a maximum of 15%of the existing charge. 17. UPGRADE/DOWNGRADE PROVISION: AFTER INCEPTION OF THE AGREEMENT AND UPON YOUR REQUEST,WE MAY REVIEW THEIR COPY VOLUME AND PROPOSE OPTIONS FOR UPGRADING OR DOWN- GRADING TO ACCOMMODATE YOUR NEEDS. 18. TRANSITION BILLING: In order to facilitate an orderly transition,including installation and training,and to provide a uniform billing cycle,the'Effective Date'of this Agreement will be the twentieth(20th)day of the month fol- lowing Installation. Customer agrees to pay a prorated amount for the period between the installation date and the Effective Date. This payment for the transition period will be based on the base minimum usage payment prorated on a 30 day calendar month and will be added to the Customer's first invoice. FOR MUNICIPALITIES ONLY 19-A. CUSTOMER COVENANTS: the Customer covenants and warrants that(1)it has,in accordance with the requirements of law,fully budgeted and appropriated sufficient funds for the current budget year to make the payments scheduled to come due and to meet its other obligations under the Agreement and such funds have not been expended for other purposes:and (2) that there is no action,suit,proceeding or investigation pending,or threatened in any court or other tribunal or competent jurisdiction,state or federal or before any public board or body,which in any way would(a)restrain or enjoin the delivery of the Agreement or the ability of the Customer to make its Base Payments(as set out above);(b)contest or affect the authority for the execution or delivery of.or the validity of,the Agreement;or(c)contest the existence and powers of the Customer;nor is there any basis for any such action.suit.proceeding or investigation:and (3)That the equipment will be operated and controlled by the Customer and will be used for essential government purposes and will to be essential for the term of the Agreement. (4) Customer has not previously terminated a agreement for non-appropnation.except as specifically described in a letter appended hereto. 19-B. SIGNATURES: Each signor(two if monthly payment exceeds$1.200)warrants that he/she is fully conversant with the governing relevant legal and regulatory provisions and has full power and authonzation to bind Customer. Signor(s)or Customer further warrant(s)its governing body has taken the necessary steps:including any legal bid requirements.under applicable law to arrange for acquisition of the Equipment:the approval and execution has been in accordance with all applicable open meeting laws:and that a resolution of the govemmg body of Customer authonzing execution of the Agreement has been duly adopted and remains in full force and effect. 19-C. NON APPROPRIATION: In the event Customer is in default under the Agreement because: 1. Funds are not appropriated for a fiscal period subsequent to the one in which the Agreement was entered into which are sufficient to satisfy all of Customer's obligations under the Agreement dunng said fiscal period; 2. Such non-appropnation did not result from any act or failure to act of customer: 3. Customer has exhausted all funds legally available for all payment due under the Agreement;and 4. There is no other legal procedure by which payment can be made to Owner. Then,provided that(a)Customer has given Owner wntten notice of the occurrence of paragraph 1 above thirty(30)days poor to such occurrence:(b)Owner has received a wntten opinion from Customers counsel venfying the same within ten(10)days thereafter:and(c)the Customer does not directly or indirectly purchase,rent or in any way acquire any services or equipment supplied or provided for hereunder;upon receipt of the equipment delivered to a loca- tion designated by Owner,at Customers expense.Owner'remedies for such default shall be to terminate the Agreement at the end of the fiscal period during which notice is given;retain the advance payments,if any;and/or sell. dispose of,hold,use or rent the equipment as Owner in its sole discretion may desire,without any duty to account to Customer. 14446-02/21/2000 rmc cpc addendum Date: 09/21/2000 To: David V.Jackson Supervisor City of Redding Reprographics Division P.O.Box 496071,Redding Ca 96049-6071 Cc: Greg Martin V.P.,Ray Morgan Co. From: Carl Ragsdale RE: Color Copier Priority: High Mr.Jackson, The Ray Morgan Company will include this addendum with the order of the New Canon CLC 1150 Digital Color Copier. This addendum will cover all areas of concern that you expressed during our meeting on 8/29/2000. The cost of the Canon CLC 1150 is $.285 cents per copy for full color based on 4800 copies per month minimum. The charge for the black and white copies will be $.025 per copy with no minimums. As per our conversation the Ray Morgan Co. will average the monthly copy volume on a quarterly basis and bill overages at$.125 per copy over 14,400 copies per quarter. As part of this agreement, should the minimum monthly average fall below the following guidelines the City of Redding and the Ray Morgan Company has agreed to downsize system to better neet the environment and volume levels as outlined. 4,800 copies per month—CLC 1150 Color Copier 4,100 copies per month—CLC 1120 Color Copier 3,650 copies per month—CLC 900 Color Copier ADDITIONAL TERMS All sales and property tax is included in all costs per copy through the 60month term. Item 10 of the terms and conditions does not apply to this contract. Confidential 1 RMC CPC ADDENDUM:Color Copra. „ify of Redding Item 11 of the terms and conditions addendum as follows: "the new owner will have the same rights and benefits that we have now and WILL have to perform any of our obligations including any addendums to the terms and conditions. Item 16 of terms and conditions,sentence 2 does not apply to this contract. No annual increase. All 11 x 17 copies, both black and white and color are billable as a single copy click charge for the term of this agreement. This addendum will become effective upon installation of the new Canon CLC 1150 Color System. X X CER 08/3012000 Confidential 2