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ITEM 3.8 Ricoh Lease19,01,10 F Otsego MINNrSOTA DEPARTMENT INFORMATION Request for City Council Action ORIGINATING DEPARTMENT REQUESTOR: MEETING DATE: Administration City Clerk Loff February 25, 2019 PRESENTER(s) REVIEWED BY: ITEM #: Consent City Administrator/Finance Director Flaherty 3.8 STRATEGIC VISION MEETS: THE CITY OF OTSEGO: X Is a strong organization that is committed to leading the community through innovative communication. Yes Has proactively expanded infrastructure to responsibly provide core services. BACKGROU ND/J USTI ACATION: Is committed to delivery of quality emergency service responsive to community needs and expectations in a cost-effective manner. SUPPORTING DOCUMENTS ATTACHED: Is a social community with diverse housing, service options, and employment opportunities. Is a distinctive, connected community known for its beauty and natural surroundings. AGENDA ITEM DETAILS RECOMMENDATION: City staff recommends approval of a 60 -month lease with Ricoh in the amount of $421.41 quarterly for a color copier at City Hall. ARE YOU SEEKING APPROVAL OF A CONTRACT? IS A PUBLIC HEARING REQUIRED? Yes No BACKGROU ND/J USTI ACATION: The current Building Department and Reception black and white copier lease is expiring. City staff is recommending a color copier lease in its place; as this will save staff time rather than City staff having to go upstairs to print color when needed. The contract is for a 60 month lease at $421.41 quarterly. The City Attorney has reviewed the lease contract with no comments. SUPPORTING DOCUMENTS ATTACHED: • Ricoh Lease Contract POSSIBLE MOTION PLEASE WORD MOTION AS YOU WOULD LIKE IT TO APPEAR IN THE MINUTES: Motion to approve a 60 month lease with Ricoh in the amount of $421.41 quarterly for a color copier at City Hall. BUDGET INFORMATION FUNDING: BUDGETED: 101-41945-410 Yes U.S. Communities Product Schedule Ricoh USA, Inc, 70 Valley Stream Parkway Malvern, PA 19355 Product Schedule Number; Master Lease Agreement Number Tlhis U.S. Communities Product Schedule (this "Schedule") is between Ricoh USA, Inc. ("we" or "us") and CITY OF OTSEGO, as customer or lessee ("Customer" or "you"). This Schedule constitutes a "Schedule," "Product Schedule," or "Order Agreement," as applicable, under die U.S. Communities Master Lease Agreement (together with any amendments, attachments and addenda thereto, the "Lease Agreement") identified above, between you and All terms and conditions of die Lease Agreement are incorporated into this Schedule and made a part hereof. If we are not the lessor under the Lease Agreement, then, solely for purposes of this Schedule, we shall be deemed to be die Iessor under die Lease Agreement, It is the intent of the parties that this Schedule be separately enforceable as a complete and independent agreement, independent of all other Schedules to the Lease Agreement. CUSTOMER INFORMATION CITY OF OTSEGO Kathy Grover Customer (Bill To) Billing Contact Name 13400 90TH ST NE 13400 90TH ST NE Product Location Address Billing Address (tfd({Jerent from location address) OTSEGO WRIGHT MN 55330-7259 OTSEGO WRIGHT MN 55330-7259 City County State Zip City County State Zip Billing Contact Telephone Number Billing Contact Facsimile Number Billing Contact E -Mail Address (763)235-3162 kgrover@oi.otsego.mn.us ei.otsego.mn.us DESCRIPTION RICOH IMC3500 PAYMENT SCHEDULE Minimum Term Minimmu Payment Minimum Payment Billing Frequency Advance Payment rnwdhs IYttJrout Tax W mmttlkly [] 10 Payment 60 W Quarterly ❑ 111 & Last Payment 421.41 11 Other: El other: Sales Tax Exempt: Q YES (Attach Exemption Certificate) Customer Billhig Reference Number (P.O. #, etc.) Addendum(s) attached: ❑ YES (check if yes and indicate total number of pages: ) TERMS AND CONDITIONS I . The first Payment will be due on the Effective Date. If the Lease Agreement uses the terms "Lease Payment" and "Commencement Date" rather than "Payment" and "Effective Date," then, for purposes of this Schedule, the term "Payment" shall have the same meaning as "Lease Payment," and the term "Effective Date" shall have the same meaning as "Commencement Date," 2. You, the undersigned Customer, have applied to us to rent the above-described Product for lawful commercial (non -consumer) purposes. THIS IS AN UNCONDITIONAL, NON -CANCELABLE AGREEMENT FOR THE NIINIMUIII TERM INDICATED ABOVE, except as otherwise expressly provided in any provision of the Lease Agreement, If we accept this Schedule, you agree to rent the above Product from us, and we agree to rent such Product to you, on all the terms hereof, including the terms and conditions of the Lease Agreement. THIS WILL ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS SCHEDULE AND THE LEASE AGREENIENT AND HAVE RECEIVED A COPY OF THIS SCHEDULE AND THE LEASE AGREEMENT. LSEADD USC -PS 03.13 Ricoh@ and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. 25941760 Page I of 2 2/15/2019 1:21 PM 3. Additional Provisions (if any) are: Per US Communities Contract 4400003232 THE PERSON SIGNING THIS SCHEDULE ON BEHALF OF THE CUSTOMER REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO DO SO, CUSTOMER Accepted by: RICOH USA, INC. By: By: X X Authorized Signer Signature Authorized Signer Signature Printed Name: Printed Nance: Title: Date: Title: Date: LSEADD USC -PS 03.13 Ricohq) Auld the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 2 of 2 25941760 2/15/2019 1.21 PM ORDER AGREEMENT RFP or Bid Contract Date:2/11/2013 12:00:00 AM Sales Type: LEASE Check all that apply: ❑ PO Included PO# ❑ PS Service (Subject to and governed by additional Terms and Conditions) ❑ Sales Tax Exempt (Attach Valid Exemption Certificate) ❑ IT Service (Subject to and governed by additional Terms and Conditions) til Syndication © Fixed rate Service ❑ Add to Existing Service Contract # This is an Order made pursuant to the terms and conditions of the above referenced Master Agreement(s) between Customer and Ricoh USA, Inc. The signature below indicates that the customer accepts all terms and conditions of the applicable Master Agreement(s) for this sale, all of which are Incorporated herein by reference and made part of this Order, This Order is not valid unless and until signed by and Authorized Signatory of Ricoh USA, Inc. EQUIPMENT BILL TO INFORMATION Customer Legal Name, CITY OF OTSEGO SERVICE BILL TO INFORMATION Address Line 1: 13400 90TH ST NE Contact: Kathy Grover Address Line 2: 1Phone: (763)235-3162 City: OTSEGO I E-mail: kg rover ci.otse o.mn,us ST/Z1: MN/55330-7259 inty- WRIGHT I Fax: Check all that apply: ❑ PO Included PO# ❑ PS Service (Subject to and governed by additional Terms and Conditions) ❑ Sales Tax Exempt (Attach Valid Exemption Certificate) ❑ IT Service (Subject to and governed by additional Terms and Conditions) til Syndication © Fixed rate Service ❑ Add to Existing Service Contract # This is an Order made pursuant to the terms and conditions of the above referenced Master Agreement(s) between Customer and Ricoh USA, Inc. The signature below indicates that the customer accepts all terms and conditions of the applicable Master Agreement(s) for this sale, all of which are Incorporated herein by reference and made part of this Order, This Order is not valid unless and until signed by and Authorized Signatory of Ricoh USA, Inc. SHIP TO INFORMATION SERVICE INFORMATION Address Line 1 SERVICE BILL TO INFORMATION Customer Legal Name: CITY OF OTSEGO Phone Address Line 1: 13400 90TH ST NE I Contact: KathyGrover Address Line 2: Phone: (763)235-3162 City: OTSEGO E-mail: kq rover ci.otse o.mn.us ST/Zip- MN/55330-7259 I Coun : WRIGHT Fax: Service Term Months Base Billing Frequency Overage Billina Fre uenc Service Type 60 Months I QUARTERLY I QUARTERLY GOLD SHIP TO INFORMATION Customer Name Address Line 1 City Contact Phone Address Line 2 ST/Zip E-mail Countv Fax CITY OF OTSEGO 13400 90TH ST NE OTSEGO Kathy Grover (763)235-3162 MN/55330-7259 kgrover@ci.otsego.mn.us WRIGHT PRODUCT INFORMATION Total BIW Total Color Product Description QTY Service Allowance BIW Ovg Allowance Calor Ovg Service Base Level QUARTERLY QUARTERLY QUARTERLY RICOH IM03500 1 GOLD 0 0.008 0 0.052 $0,00 CONFIGURABLE PTO MODEL Page 1 of 2 25941760 2/15/2019 Version81,1 BASIC CONNECTIVITY / PS / IT SERVICES INFORMATION BASIC CONNECTIVITY / PS / IT Services Descr) tion Quantile TS NETWORK & SCAN CONNECT - SEG BC3 1 RETURN CHARGE - SEGMENT 2 OR GREATER DEVICES ORDER TOTALS Service Type Offerings: Product Total: Authorized Signature: Gold: Includes all supplies and staples. Excludes paper. BASIC CONNECTIVITY 1 PS IT Services. Title:. Sliver: Includes all supplies. Excludes paper and staples. Buyout After Promotions: Date Bronze: Parts and labor only. Excludes paper, staples and supplies. Grand Total: (Excludes Tax) Additional Provisions: Insert ANY additional provisions here Per US Communities Contract 4400003732 Ac'ceptetlby_Cgskomer _ _; _ _ _ Acept� Ricoh USA,=Inc Authorized Signature: Authorized Signature: Printed Name:. Printed Name: Title:. Title: Date Date Initials Page 2 of 2 25941760 2/15/2019 Version#1,1 RICOH U.S. Communities Master Lease Agreement Number: Ricoh USA, Inc. 70 Valley Stream Parkway Malvern, PA 19355 Full Legal Nanne CITY OF OTSEGO Address 13400 90TH ST NE City OTSEGO State MN Zip 55330.7259 Contact Kathy Grover Telephone Number (763)235-3162 Federal Tax ID Nmuber o Not Insorl Social Secudh, N onbq Facsimile Number E-mail Address kgrover « ci.otsego.rnn.us This U,S. Communities Master Lease Agreement ("Lease Agreement") has been written in clear, easy to understand English, When we use the words "you", "your" or "Customer" in this Lease Agreement, we mean you, our customer, as indicated above. When we use the words 'W', "us" or "our" in this Lease Agreement, we mean Ricoh USA, Isle, ("Ricoh") or, if we assign this Lease Agreement or any Schedules executed in accordance with this Lease Agreement, pursuant to Section 13 below, the Assignee (as defined below), Our corporate office is located at 70 Valley Stream Parkway, Malvern, Pennsylvania 19355, Agreement. This Lease Agreement is executed pursuant to the contract by and between Ricoh USA, ]no. (successor -in -interest to Ricoh Americas Corporation) and Fairfax County (the "County") on behalf of the U.S, Communities Government Purchasing Alliance and all public agencies, non -profits and higher education entities ("Participating Public Agencies"), having a Contract ID number of 4400003732 and the contract period is from February 11, 2013 to June 30, 2019, with the option to renew for no more than three (3) years (the "Contract Period"), one year at a time, or any combination thereof (the "Contract"), Notwithstanding die foregoing, any Schedule entered into during the Contract Period shall continue in full force and effect for the entire lease term set forth in the Schedule. We agree to lease or rent, as specified in any equipment schedule executed by you and us and incorporating the terms of this Lease Agreement by reference (a "Schedule"), to you, and you agree to lease or rent, as applicable, from us, subject to the terms of this Lease Agreement and such Schedule, the personal and intangible property described in such Schedule. Tine personal and intangible property described on a Schedule (together with all attachments, replacements, parts, substitutions, additions, repairs, and accessories incorporated in or affixed to the property and any license or subscription rights associated with the property) will be collectively referred to as "Product," The manufacturer of the tangible Product shall be referred to as the "Manufacturer," To tine extent the Product includes intangible property or associated services such as periodic software licenses and prepaid data base subscription rights, such intangible property shall be referred to as the "Softvare," Schedules: Delivery and Acceptance. This Lease Agreement shall consist of the terms and conditions of the Contract and this Lease Agreement and any Schedule issued pursuant thereto. As it pertains to this Lease Agreement, the order of precedence of the component parts of the Lease Agreement shall be as follows: (a) the terms and conditions of this Lease Agreement and Schedule issued pursuant thereto, and (b) the terms and conditions of the Contract, The foregoing order of precedence shall govern the interpretation of this Lease Agreement in cases of conflict or inconsistency therein. Each Schedule that incorporates this Lease Agreement shall be governed by the terms and conditions of this Lease Agreement and the Contract, as well as by the terms and conditions set forth in such individual Schedule. Each Schedule shall constitute a complete agreement separate and distinct from this Lease Agreement mud any other Schedule. In the event of a conflict between the terms of this Lease Agreement and any Schedule, the terms of such Schedule shall govern and control, but only with respect to the Product subject to such Schedule. The termination of this Lease Agreement will not affect any Schedule executed prior to the effective date of such termination. When you receive the Product and it is installed, you agree to inspect it to determine it is in good working order. Scheduled Payments (as specified in the applicable Schedule) will begin on or after the Product acceptance date ("Effective Date"). You agree to sigh and return to us a delivery and acceptance certificate (which may be done electronically) widiht five (5) business days after any Product is installed confirming that tate Product has been delivered, installed, and is in good condition and accepted for all purposes under the Lease Agreement. 3. Terns: Payments. (a) The first scheduled Payment (as specified in the applicable Schedule) ("Payment") will be due oil the Effective Date or such later date as we may designate, The remaining Payments will be due an the same day of each subsequent month, unless otherwise specified on the applicable Schedule. To the extent not prohibited by applicable law, if any Payment or other amount payable under any Schedule is not received within ten (10) days of its due date, you will pay to us, in addition to that Payment a one-time late charge of 5% of the overdue Payment (but in no event greater than the maximum amount allowed by applicable law). To the extent not prohibited by applicable law, you agree to pay $25.00 for each check returned for insufficient funds or for any other reason, (b) In the event that Customer terminates the Maintenance Agreement (as hereunder defined) between Customer and the Servicer relating to the Product provided hereunder due to a material breach by Servicer of its service obligations, including any Product service levels specified therein, which remained uncured for thirty (30) days following written notice of breach (in die manner expressly permitted by and in accordance with such Maintenance Agreement), Ricoh shall use reasonable efforts to assist Customer hi selecting a replacement Servicer. This Section 3(b) shall not alter, restrict, diminish or waive the rights, remedies or benefits that Customer may have against Servicer under the Maintenance Agreement. (c) A Schedule may be terminated in whole or in part by the Customer in accordance with this Section 3(c) whenever the Customer shall determine that such a temiination is in the best interest of the Customer. Any such termination shall be effected by delivery to Ricoh, at least thirty (30) working days prior to the effective date of such termination date, of a notice of termination specifying the extent to which performance shall be terminated. In the event of such termination, Customer agrees to return the Product to us in the manner required under Section 14 of this Lease Agreement and to pay to us (as compensation for loss of our bargain and not as a penalty), with respect to such terminated Product, financed Softvare and any Solfivare Licenses, an amount which shalt be equal to tine monthly Payment for such Product, financed Software and/or Software License, as applicable, times the number of months remaining in the tern of such Schedule (or any renewal of such Schedule) olid/or any financing agreement with respect to the financed Softvare and/or Software License, plus any other amounts then due and payable under this Lease Agreement, Schedule and/or financing agreement with respect to such Product, Software and/or Sofhvare License, including, but not limited to, any lease payments and maintenance payments. Ricoh shall supply the Customer with the actual number of Payments remaining and the total amount due, and the Customer shall be relieved of all unpaid amounts for anticipated profit on unperformed services under any Maintenance Agreement (including any amount included in tine monthly Payment that is attributable to maintenance, supplies, or any other service cost). MSTLSE USC -MA 04,15 Ricoh' and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page I of 4 You also agree that, except (a) as set forth in Section 18 below entitled "State and Local Government Provisions" and (b) for the best interest of the Customer as set forth in Section 3(c), THIS IS AN UNCONDITIONAL, NON -CANCELABLE AGREEMENT FOR THE MINIMUM TERM INDICATED ON ANY SCHEDULE TO THIS LEASE AGREEMENT. All Payments to us are "net" and unconditional and are not subject to set off, defense, counterclaim or reduction for any reason. You agree that you will remit payments to us in tine forth of company checks (or personal checks ill the case of sole proprietorships), direct debit or wires only. You also agree that cash and cash equivalents are not acceptable forms of payment for this Lease Agreement or any Schedule and that you will not remit such forms of payment to us. Payment in any other form may delay processing or be returned to you. Furthermore, only you or your authorized agent as approved by us will remit payments to us, 4. Product Location: Use and Repair. You will keep and use the Product only at the Product Location shown in the applicable Schedule. You will not move the Product from the location specified in the applicable Schedule or make any alterations, additions or replacements to the Product without our prior written consent, which consent will not be unreasonably withheld. At your own cost and expense, you will keep the Product eligible for any Manufacturer's certification as to maintenance and ill compliance with applicable laws and !u good condition, except for ordinary wear and tear. You shall engage Ricoh, its subsidiaries or affiliates, or all independent third party (the "Servicer") to provide maintenance and support services pursuant to a separate agreement for such purpose ("Maintenance Agreement"), You may make alterations, additions or replacements (collectively, "Additions") and add Sof4vare to the Product provided that such Additions and Software do not impair the value or originally intended function or purpose of the Product and is not subject to any lien or security interest in favor of any other party; provided, further, that you remove such Additions and Software at your own cost and expense at the expiration or termination of the applicable Schedule. All Additions and Software which are not removed at the expiration or termination of the applicable Schedule will become part of the Product and our property at no cost or expense to us. We may !aspect the Product upon proper notice to the customer at any reasonable time during normal working hours, S. Taxes and Fees. To the extent not prohibited by applicable law and unless and to the extent you are exempt and provide a valid exemption certificate to us, in addition to the payments under this Lease Agreement, you agree to pay all taxes (other than property taxes), assessments, fees and charges governmentally imposed upon our purchase, ownership, possession, leasing, renting, operation, control or use of the Product. If we are required to pay upfront sales or use tax and you opt to pay such tax over the term of the lease and not as a lump sum at lease inception, then you agree to pay us a "Sales Tax Administrative Fee" equal to 3.5% of the total tax due per year, to be included as part of the Payment, A valid sales and use tax exemption certificate must be provided to us within ninety (90) days of the first invoice to receive a credit/waiver of sales tax. G. Warranties. We transfer to you, without recourse, for the term of each Schedule, any written warranties made by the Manufacturer or Software Supplier (as defined ill Section 10 of this Lease Agreement) with respect to the Product leased or rented pursuant to such Schedule. YOU ACKNOWLEDGE THAT YOU HAVE SELECTED THE PRODUCT BASED ON YOUR OWN JUDGMENT AND YOU HEREBY AFFIRMATIVELY DISCLAIM RELIANCE ON ANY ORAL REPRESENTATION CONCERNING THE PRODUCT MADE TO YOU. However, if you enter Into a Maintenance Agreement with Servicer with respect to any Product, no provision, clause or paragraph of this Lease Agreement shall alter, restrict, diminish or waive the rights, remedies or benefits that you may have against Servicer under such Maintenance Agreement. WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The only warranties, express or Implied, made to you are the warranties (if any) made by the Manufacturer and/or Servicer to you in any documents, other than this Lease Agreement, executed by and between tie Manufacturer and/or Servicer and you. YOU AGREE THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE ARE NOT RESPONSIBLE FOR, AND YOU WILL NOT MAKE ANY CLAIM AGAINST US FOR, ANY CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES. 7. Loss or Damage. You are responsible for any theft of, destruction of, or damage to the Product (collectively, "Loss") from any cause at all, whether or not insured, from the time of Product acceptance by you until it is delivered to us at the end of the term of the Schedule, You are required to stake all Payments even if there is a Loss. You nest notify us in writing hnmhediately of any Loss. Then, you shall be responsible to either (a) repair the Product so that it is in good condition and working order, eligible for any Manufacturer's certification, (b) pay us the amounts specified in Section 12 below, or (c) replace the Product with equipment of like age and capacity. 8. Liability and Insurance. You agree to mahntain insurance, through self-insurance or otherwise, to cover the Product for all types of toss, including, without limitation, theft, in an amount not less titan the full replacement value and you will name its as an additional insured and loss payee on your insurance policy. In addition, you agree to maintain comprehensive public liability insurance, which, upon our request, shall be lit an amount acceptable to us and shall name us as an additional insured. Such insurance will provide that we will be given thirty (30) days advance notice of any cancellation, Upon our request, you agree to provide us with evidence of such insurance in a form reasonably satisfactory to its. If you fail to maintain such Insurance or to provide its with evidence of such insurance, we may (but are not obligated to) obtain insurance in such amounts and against such risks as we deem necessary to protect our interest in the Product, Such insurance obtained by us will not insure you against any claim, liability or loss related to your Interest in the Product and may be cancelled by us at any tittle. You agree to pay us an additional annount each month to reimburse us for the insurance premium and an administrative fee, on which we or our affiliates may earn a profit. In the event of loss or damage to the Product, you agree to remain responsible for the Payment obligations under this Lease Agreement until the Payment obligations are fully satisfied, 9. Title, Recording. We are the owner of and will hold title to the Product (except for any Software). You will keep tine Product free of all liens and encumbrances. Except as reflected on any Schedule, you agree that this Lease Agreement is a true lease, However, if any Schedule is deemed to be intended for security, you hereby grant to us a purchase money security interest in the Product covered by the applicable Schedule (including any replacements, substitutions, additions, attachments and proceeds) as security for tie payment of the amounts under each Schedule. You authorize us to file a copy of this Lease Agreement and/or any Schedule as a financing statement, and you agree to promptly execute aid deliver to its any financing statements covering the Product that we may reasonably require; provided, however, that you hereby authorize its to file any such financing statement without your authentication to the extent permitted by applicable law. 10, Software or Intal ig bles, To the extent that the Product includes Software, you understand and agree that we have no right, title or interest in the Software, and you will comply throughout the term of this Lease Agreement with any license and/or other agreement ("Sofhvare License") entered into with tie supplier of the Software ("Software Supplier"). You are responsible for entering into any Software License with the Software Supplier no later than the Effective Date; provided, however, if you do not enter into die Software License, then we may choose not to lease such Software to you under this Lease Agreement, 11. Default. Each of the following is a "Default" under this Lease Agreement and all Schedules: (a) you fall to pay any Payment or any other amount within thirty (30) days of its due date, (b) any representation or warranty made by you In this Lease Agreement is false or incorrect and/or you do not perform any of your other obligations under this Lease Agreement or any Schedule and/or under any other agreement with us or with any of our affiliates and this failure continues for thirty (30) days after we have notified you of it, (c) a petition is filed by or against you or any guarantor under any bankruptcy or insolvency law or a trustee, receiver or liquidator is appointed for you, any guarantor or any substantial part of your assets, (d) you or any guarantor makes an assignnhent for tie benefit of creditors, (e) any guarantor dies, stops doing business as a going concern or transfers all or substantially all of such guarantor's assets, or (i) you stop doing business as a going concern or transfer all or substantially all ofyour assets. 12. Remedies, If a Default occurs, we may do one or more of tine following: (a) wo may cancel or terminate this Lease Agreement and/or any or all Schedules; (b) we may require you to immediately pay to us, as compensation for loss of our bargain and not as a penalty, a sum equal to: (1) all past due Payments and all other amounts then due and payable under this Lease Agreement or any Schedule; and (I!) tine present value of all unpaid Payments for the remainder of the term of each Schedule plus the present value of our anticipated value of the Product at the end of the initial term of any Schedule (or any renewal of such Schedule), each discounted at a rate equal to 3% per year to the date of default, and we may charge you interest on all amounts due us from the date of default until paid at the rate of 1.5% per month, but in no event more than the maximum rate permitted by applicable law, We agree to apply the net proceeds (as specified below in this Section) of any disposition of the Product to the amounts that you owe us; (c) we may require you to deliver the Product to us as set forth in Section 14; (d) to the extent not prohibited by applicable law, we. or our representative may peacefully repossess tine Product without a court order (it being agreed that we will provide you with written notice of Default prior to initiating recovery of the Product and will endeavor to contact you telephonically to schedule a convenient time to recover tine Product); (e) Ave may exercise any and all other rights or remedies available to a lender, secured party or lessor under the Uniform Commercial Code ("UCC"), including, without limitation, those set forth in Article 2A of the UCC, and at law or in equity; MSTLSE USC -MA 04,15 RicohO and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 2 of 4 mill ME Ellnt (f) we may immediately terminate your right to use the Software including the disabling (on-site or by remote communication) of any Software; (g) we may demand the immediate return and obtain possession of tire Software and re -license the Software at a public or private sate; (h) we may cause the Software Supplier to terminate the Software License, support and other services under the Software License, and/or (I) at our option, Ave may sell, re -lease, or otherwise dispose of the Product under such terms and conditions as may be acceptable to us hi our discretion. If we take possession of the Product (or any Sofbvare, if applicable), we may sell or otherwise dispose of it with or without notice, at a public or private disposition, and to apply the net proceeds (after we have deducted all costs, including reasonable attorneys' fees) to the amounts that you owe us. You agree that, if notice of sale is required by law to be given, ten (10) days notice sliall constitute reasonable notice, If applicable, you will remain responsible for any deficiency that is due after we have applied any such net proceeds, To the extent permitted by applicable law, in the event all action is brought to enforce or interpret this Lease Agreement, the prevailing party shall be entitled to reimbursement of all costs including, but not limited to, reasonable attorney fees and court costs incurred. 13. Ownershim of Product Assignment. YOU HAVE NO RIGHT TO SELL, TRANSFER, ENCUMBER, SUBLET OR ASSIGN THE PRODUCT OR THIS LEASE AGREEMENT OR ANY SCHEDULE WITHOUT OUR PRIOR WRITTEN CONSENT (which consent shall not be unreasonably withheld), You agree drat we may sell or assign all or a portion of our interests, but not our obligations, in the Product and/or this Lease Agreement or any Schedule without notice to you even if less than all the Payments have been assigned. In the event the remit to address for Payments is changed during the term of this Lease Agreement or any Schedule, then Ricoh or the Assignee will provide notice to you, In that event, tine assignee (tine "Assignee") will have such rights as we assign to them but none of our obligations (we will keep those obligations) and the rights of the Assignee will not be subject to any claims, defenses or set offs that you may have against us. No assignment to an Assignee will release Ricoh from any obligations Ricoh may have to you hereunder. Tire Maintenance Agreement you have entered into with a Servicer will remain in full force and effect with Servicer and will not be affected by any such assignment. You acknowledge that the Assignee did not manufacture or design the Product and that you have selected the Manufacturer, Servicer and the Product based on your own judgment. 14. Renewal: Return of Product. UNLESS EITHER PARTY NOTIFIES THE OTHER IN WRITING AT LEAST THIRTY (30) DAYS, BUT NOT MORE THAN ONE HUNDRED TWENTY (120) DAYS, PRIOR TO THE EXPIRATION OF THE MINIMUM TERM OR EXTENSION OF SUCH SCHEDULE, AFTER THE MINIMUM TERM OR ANY EXTENSION OF ANY SCHEDULE TO THIS LEASE AGREEMENT, SUCH SCHEDULE WILL AUTOMATICALLY RENEW ON A MONTH-TO- MONTH BASIS; PROVIDED, HOWEVER, THAT AT ANY TIME DURING ANY MONTH-TO-MONTH RENEWAL, WE HAVE THE RIGHT, UPON THIRTY (30) DAYS NOTICE, TO DEMAND THAT THE PRODUCT BE RETURNED TO US IN ACCORDANCE WITH THE TERMS OF THIS SECTION 14. Notwithstanding tine foregoing, nothing herein is intended to provide, nor shall be interpreted as providing, (a) you with a legally enforceable option to extend or renew tine terms of this Lease Agreement or any Schedule, or (b) us with a legally enforceable option to compel any such extension or renewal. At tine end of or upon termination of each Schedule, you shall immediately make arrangements to have the Product subject to such expired Schedule picked up by us (or our designee), in as good condition as when you received it, except for ordinary wear and tear, Ricoh (or our designee) shall bear shipping charges. You must pay additional monthly Payments at tine same rate as then hi effect under a Schedule, until (i) you provide notice to us prior to fire expiration of the minimum term or extension of any Schedule and (ii) the Product is picked up by us or aur designees and is received in good condition and working order by us or our designees. Notwithstanding anything to the contrary set forth In this Lease Agreement, tine parties acknowledge and agree that we shall have no obligation to remove, delete, preserve, maintain or otherwise safeguard any information, images or content retained by or resident in any Products leased by you hereunder, whether through a digital storage device, hard drive or other electronic medium ("Data Management Services"), If desired, you may engage Ricoh to perform Data Management Services at then -prevailing contracted rates pursuant to your Maintenance Agreement or other agreement with Ricoh. You acknowledge that you are responsible for ensuring your own compliance with legal requirements in connection with data retention and protection and that we do not provide legal advice or represent brat tine Products will guarantee compliance with such requirements, The selection, use and design of any Data Management Services, and any decisions arising with respect to the deletion or storage of data, as well as the loss of any data resulting therefrom, shall be your sole and exclusive responsibility 15, Miscellaneous, It is the intent of the parties that this Lease Agreement and ally Schedule shall be deemed and constitute a "finance lease" as defined under and governed by Article 2A of the UCC, ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. YOU AGREE THAT THE TERMS AND CONDITIONS CONTAINED IN THE CONTRACT, THIS LEASE AGREEMENT, AND IN EACH SCHEDULE MAKE UP THE ENTIRE AGREEMENT BETWEEN US REGARDING THE LEASING OR RENTAL OF THE PRODUCT AND SUPERSEDE ALL PRIOR WRITTEN OR ORAL COMMUNICATIONS, UNDERSTANDINGS OR AGREEMENTS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER CONTAINED HEREIN, INCLUDING, WITHOUT LIMITATION, PURCHASE ORDERS. Any purchase order, or other ordering documents, will not modify or affect this Lease Agreement or any Schedule and shall serve only tine purpose of identifying the equipment ordered. You authorize us to supply any missing "configure to order" number ("CTO"), other equipment identification numbers (including, without limitation, serial numbers), agreement/schedule identification numbers and/or dates in this Lease Agreement or any Schedule, You acknowledge that you have not been induced to enter into this Lease Agreement by any representation or warranty not expressly set forth in this Lease Agreement Neither this Lease Agreement nor any Schedule is binding on us until we sign it. ANY CHANGE IN ANY OF THE TERMS AND CONDITIONS OF THIS LEASE AGREEMENT OR ANY SCHEDULE MUST BE IN WRITING AND SIGNED BY BOTH PARTIES. If we delay or fail to enforce airy of its rights under this Lease Agreement with respect to any or all Schedules, we will still be able to enforce those rights at a later time, All notices shall be given in writing and sent either (a) by certified mail, return receipt requested, or recognized overnight delivery service, postage prepaid, addressed to the party receiving the notice at the address shown on the front of this Lease Agreement, or (b) by facsimile transmission, with oral confirmation, to the facsimile number shown below such party's signature on this Lease Agreement, Miller party may change its address or facsimile number by giving written notice of such change to the other party. Notices shall he effective on the date received. Each of our respective rights and indemnities will survive the termination of this Lease Agreement and each Schedule. If more than one customer has signed this Lease Agreement or any Schedule, each customer agrees that its liability is joint and several. It is tine express intent of the parties not to violate any applicable usury laws or to exceed file tnaxiiuuni amount of time price differential or interest, as applicable, permitted to be charged or collected by applicable law, and any such excess payment will be applied to payments in the order of maturity, and any remaining excess will be refunded to you, We make no representation or warranty of any kind, express or implied, with respect to the legal, tax or accounting treatment of this Lease Agreement and any Schedule and you acknowledge that we are an independent contractor and not your fiduciary. You will obtahr your own legal, tax and accounting advice related to this Lease Agreement or any Schedule and make your own determination of the proper accounting treatment of this Lease Agreement or any Schedule. We may receive compensation from the Manufacturer or supplier of the Product in order to enable us to reduce the cost of leasing or renting the Product to you under this Lease Agreement or any Schedule below what we otherwise would charge. If we received such compensation, the reduction in the cost of leasing or renting the Product is reflected in the Mininmm Payment specified in the applicable Schedule. To the fullest extent permitted by applicable law, you authorize us or our agent to obtain credit reports and make credit inquiries regarding you and your financial condition and to provide your information, including payment history, to our assignee and third parties having an economic interest in this Lease Agreement, arty Schedule or the Product. 16, Governing Law; Jurisdiction• Waiver of Trial By Jury and Certain Rights and Remedies Under The Uniform Commercial Code. YOU AGREE THAT THIS LEASE AGREEMENT AND ANY SCHEDULE WILL BE GOVERNED UNDER THE LAW FOR THE STATE WHERE YOUR PRINCIPAL PLACE OF BUSINESS OR RESIDENCE IS LOCATED, YOU ALSO CONSENT TO THE VENUE AND NON-EXCLUSIVE JURISDICTION OF ANY COURT LOCATED IN THE STATE WHERE YOUR PRINCIPAL PLACE OF BUSINESS OR RESIDENCE IS LOCATED TO RESOLVE ANY CONFLICT UNDER THIS LEASE AGREEMENT. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE PARTIES TO THIS LEASE AGREEMENT EACH WAIVE THE RIGHT TO TRIAL BY JURY IN THE EVENT OF A LAWSUIT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A CUSTOMER OR LESSEE BY SECTIONS 508-522 OF ARTICLE 2A OF THE UCC THAT YOU MAY HAVE AGAINST US (BUT NOT AGAINST THE MANUFACTURER OF THE PRODUCT).TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO MSTLSE USC -MA 04,15 RicohO and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 3 of 4 mill 10 -0 -mil 111 OPENS AN ACCOUNT, WHAT THIS MEANS FOR YOU: WHEN YOU OPEN AN ACCOUNT, WE WILL ASK FOR YOUR NAME, ADDRESS AND OTHER INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU, WE MAY ASK TO SEE IDENTIFYING DOCUMENTS, 17. Counterparts: Facsimiles. Each Schedule may be executed in counterparts, The counterpart which has our original signature and/or is in our possession or control shall constitute chattel paper as that term is defined In the UCC and shall constitute the original agreement for all purposes, including, without limitation, (a) any hearing, trial or proceeding with respect to such Schedule, and (b) any determination as to which version of such Schedule constitutes the single true original item of chattel paper under the UCC. If you sign and transmit a Schedule to us by facsimile or other electronic transmission, the facsimile or such electronic transmission of sucim Schedule, upon execution by us (manually or electronically, as applicable), shall be binding upon the parties. You agree that the facsimile or other electronic transmission of a Schedule containing your facsimile or other electronically transmitted signature, which is manually or electronically signed by us, shall constitute the original agreement for all purposes, including, without limitation, those outlined above in this Section, You agree to deliver to us upon our request the counterpart of such Schedule containing your original manual signature, 18 State and Local Govermuent Provisions. If the Customer is a State or political subdivision of a State, as those terms are defined in Section 103 of the Internal Revenue Code, the following additional terms and conditions shall apply: (a) Essentiality. During the tern of this Lease Agreement and any Schedule, the Product will be used solely for die purpose of performing one or more governmental or proprietary functions consistent with the permissible scope of your authority. You represent and warrant that the use of the Product is essential to performing such governmental or proprietary functions. (b) Non-Anurouriation/Non-Substitution. (i) If your governing body fails to appropriate sufficient monies in any fiscal period for rentals and other payments corning due under a Schedule to this Lease Agreement in the next succeeding fiscal period for any equipment which will perform services aid functions which in whole or in part are essentially time same services and functions performed by the Product covered by any such Schedule, then a "Non -Appropriation" shall be deemed to have occurred. (ii) If a Non -Appropriation occurs, then: (A) you must give us immediate notice of such Non -Appropriation and provide written notice of such failure by your governing body at least sixty (60) days prior to the end of dre then current fiscal year or If Non -Appropriation has not occurred by such date, immediately upon Non -Appropriation, (B) no later than die last day of the fiscal year for which appropriations were made for tike rental due under any Schedule to this Lease Agreement (the "Return Date"), you shall make available to us (or our designee) all, but not less than all, of the Product covered by such Schedule to this Lease Agreement, at your sole expense, in accordance with the terms hereof; and (C) any Schedule to this Lease Agreement shall terminate on die Return Date without penalty or expense to you and you shall not be obligated to pay the rentals beyond such fiscal year,rp ovided that (x) you shall pay any and all rentals and other payments due up through the end of the last day of time fiscal year for which appropriations were made and (y) you shall pay month-to-month rent at the rate set forth in any such Schedule for each month or part thereof that you fail to make available to us (or our designee) the Product as required herein, (iii) Upon any such Non -Appropriation, upon our request; you will provide an opinion of independent counsel or other legally designated authority (who shall be reasonably acceptable to us), in form reasonably acceptable to us, confirming die Non -Appropriation and providing reasonably sufficient proof of such Non -Appropriation, (c) Funding Intent, You represent and warrant to us that you presently intend to continue this Lease Agreement and any Schedule hereto for die entire term of such Schedule and to pay all rentals relating to such Schedule and to do all things lawflilly within your power to obtain and maintain funds from which the rentals and all other payments owing under such Schedule may be made. The parties acknowledge that appropriation for rentals is a governmental function to whiclm you cannot contractually commit yourself in advance and this Lease Agreement shall not constitute such a connhitnent. To the extent permitted by law, time person or entity in charge of preparing your budget will include in the budget request for each fiscal year during the term of each Schedule, respectively, to this Lease Agreement an amount equal to tike rentals (to be used for such rentals) to become due in such fiscal year, and will use all reasonable and lawful means available to secure the appropriation of money for such fiscal year sufficient to pay all rentals corning due during such fiscal year. (d) Authority and Authorization. (i) You represent and warrant to us that: (A) you are a State or political subdivision of a State, as those terms are defined in Section 103 of time Internal Revenue Code; (B) you have the power and authority to enter Into this Lease Agreement and all Schedules to this Lease Agreement; (C) this Lease Agreement and all Schedules to this Lease Agreement have been duly authorized, executed and delivered by you and constitute valid, legal and binding agreement(s) enforceable against you in accordance with their terms; and (D) no further approval, consent or withholding of objections is required from any governmental authority with respect to this Lease Agreement or any Schedule to this Lease Agreement, (ii) If and to time extent required by us, you agree to provide us with an opinion of independent counsel or other legally designated authority (who shall be reasonably acceptable to us) confirming time foregoing and other related matters, in form and substance acceptable to us. (iii) You agree to take all required actions and to file all necessary forms, including IRS Forms 8038-G or 8038 -GC, as applicable, to preserve time tax exempt status of this Lease Agreement and all Schedules thereto. (iv) You agree to provide us with any other documents that we may reasonably request in connectionwith the foregoing and this Lease Agreement. (e) Assignment. You agree to acknowledge any assignment to the Assignee in writing, if so requested, and, if applicable, to keep a complete and accurate record of all such assignments in a manner that complies with Section 149(a) of the Internal Revenue Code and the regulations promulgated thereunder. IN WITNESS WHEREOF, time parties have executed this Lease Agreement as of the dates set forth below. mTrs+ n,.- Qy wwo TTTTc T V A crz A r_nrr, MENT ON nnuAT.E OF, UIE C USTONIER REPRESENTS THAT HE/SHE IIAS THE AUTHORITY TO DO SO. CUSTOMER Accepted by: RICOH USA, INC. By: X By: X Aullrori:�ed Signer Signalro'e Awhori_ed Signer Slgnalure Printed Name: Printed Name: Title: Date; Title: Date: Facsimile Number: Facsimile Number: MSTLSE USC -MA 04,15 Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 4 of 4 mill 100-10-1111111111