Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
AGMT - Ricoh (Order & Lease Agmt - City Hall & PD)
•Leasing4 • 1 . 2005), 9:26AM Np• 6111 P. 3 Ricoh a/ • • ICtistOmer Plaianguage Equipment Lase • Corp. DESCRIPTION OF LEASED EQUIPMENT(Include quantity,make,model,serial no.and all attachments.)(Attach separate Schedule"A"If necessary.) Gamey Mahn Menthe, MakwMOaet No. _ (+ peat[lalion je/Ldayeza LEASING CUSTOMER(Lessee);(Complete Legal Name.H a corporation,use EXACT registered oorporate name.) p company Neme�17 O ^ Sete Sea ch r%(/xG 4 tc) Federal Tax l.O.I I (5-6;2 )e 7P - 9/of) Billing Aggro. 9!! TC_ -eg A11v�1. V- Equipment Location at other loan Biains Address) Daunts: £-eQek �n9 7yp county SCHEDULE OF RENTAL PAYMENTS TERM OF LEASE TOTAL NUMBER OF AMOUNT OF H PERIODIC PAYMENT T$FRY BILLING PERIOD ( Potomac PAYMENTS y�p[.yAL c d 10 [tea 0UYOUT (IN MOO $ (Phi �lu Applicable Taxes) ❑ OMe^IY 0 Quarterly TERMS AND CONDITIONS t.LEASE CHARGES.You(the leasing custoner.or lessee)agree to lease Iron us(the The cost of such inaumrne may be molm than the cost of Insurance you may be able to above leasing company)the above Equipment for the periodic payment amount and for obtain on your own and we may make a profit on such insurance, the elms and above.o e dale for the fine you a mallet payment for the time between the 6.TAXES AND OTHER FEES; INDEMNIFICATION You agree to reimburse us for all 7 payment.Lease Payments are due whether or lakes(such as sates.use end property texee)and traipse in connection with the owner- not invoiced.If any payment is late,we may charge you,es reasonable collegian coste a ship and use of the Equipment: Unless and unlit you have exercised you/Purchase late fee of$25.00 or 10%of the amount that is Isle.whichever Is greater.DW m no event Option as the end of the Lease,you agree that we are entitled to any and all tax beholds more than the maximum amount mummer;under the laws of the jurisdiction where the (such as dsprectauon ant)tax Credits),and you will not do anyming inconsistent with this Equipment to roc Led. understanding,If you d0.you will indemnify(reimburse)us for our resulting losses.You 2.END OP TERM OPTIONS,If you are nix in default at the end of the term of the Lease also agree to Indemnify us for all tosses end Iiabletes arising out of the ownership or your and upon 30 gays poor wntton notice to L a,you may purchase allot the Equipment AS IS. use of the Equipment Then promises will Continue after this lease ends. for its fair market value as determined by us or for 51.00 it this option has been extended T.DEFAULT.II you fail to remit tq us any payment within ton days of its due date or you to you as noted above Dhe'Purchase pesos-).You agree to return the Eq,alament to us breach any other obligation under Lois Lease,we will have the right to do one or more of • at your cost at the end Of the Lease unless you exercise NB Purchase Option.If you don% the following;(I)sub you lot all past due payments;(II)sue you Ior THE PRESENT return me Equlpmerl.this Lease w10 conenue for the some terns on a ma mhfy Oasis. VALUE OF ALL PAYMENTS TO BECOME DUE IN THE FUTURE ea liquidated damages 3.OTHER IMPORTANT TERMS.THIS LEASE CANNOT BE CANCELED BY YOU FOR and not as a perMM,plus the residual value we have placed on the Equipment and other ANY REASON,INCLUDING EQUIPMENT FAILURE,LOSS OR DAMAGE.YOU MAY charges you owe us;and ail)repossess the Equipment. All amounts due us and to NOT REVOKE ACCEPTANCE OF THE EQUIPMENT.YOU,NOT WE,SELECTED THE become due hereunder shalt be due immediately upon the commencement of any EQUIPMENT AND THE VENDOR.WE ARE NOT RESPONSIBLE FOR EQUIPMENT proceeding for reorganization or liquidation at your debts under Iedarel or elate Isw.we FAILURE OR THE VENDOR'S ACTS.YOU ARE LEASING THE EQUIPMENT'AS IS'. may also exercise any other remedy available at law or equity.You will also pay for Ow AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING reasonable collection and legal costs EXCEPT AS OTHERWISE PROVIDED IN PARA- SPECIFICALLY,ANY IMPLIED WARRANTY OP MERCHANTABILITY OR FITNESS GRAPH 1,THIS LEASE IS GOVERNED BY NEW JERSEY LAW,AND YOU AGREE TO FOR A PARTICULAR PURPOSE. WE ARE NOT RESPONSIBLE FOR SERVICE BE SUBJECT TO SUIT IN NEWJERSEY.YOU CONSENTTO PERSONALJURISOICTION REPAIRS.Any warranties the vendor gave to us.it any,we hereby assign(pass)to you. IN THE NEW JERSEY COURTS AND WAIVE ANY TRIAL BY JURY. You may contact the vendor for a statement of such warranties,if any.You Certify to tea B ASSIGNMENT.You agree that you may not assign(transfer)this tease or sublease the that the Equipment will be used by you sdey for business pwPCtes end not for personal Equipment to anyone else or remove the Equipment from the location listed above.YOU or household AGREE THAT WE MAY SELL OR ASSIGN ANY OF OUR INTERESTS TO A NEW a_TITLE We will have lab to the Equipment sluing this Lease.The panes needy intend OWNER OR A SECURED PARTY(THIRD PERSON")WRHOIJT NOTICE TO YOU.In this to bee'finance lame'under Allele 2Aol the Urhitorn Commercial Code(the'UCC'). that event.the Third Person will have such rights as we assign to them but none of our However,if this Lease Is detemimed nut to be a'finance lease,'you hereby grant us a ootgallone(we will keep those obligations),and the rights of the Third Parson will not be security interest In the Equipment.TO THE EXTENT PERMITTED BY APPLICABLE stmjen to any claims,defenses or set.otS that you may have agalnat us Or another person. LAW,YOU WAIVE ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY S.MISCELLANEOUS.All flnandel Mfonnatio n you have provided Is true and a reasonable ARTICLE 2A OF THE UCC. representation of your tinenctal condition,You authorize us or our agent to(a)obtain credo 5,LOSS;DAMAGE;INSURANCE.You are responsible for end accept the risk of loss Or reports and make credit inquines.and(h)release intormetl)n we have about you and;Ns damage to me Equipment You agree to keep the Equipment Insured against all rieka of Lease so third parties. For your convergence,we may accept a facsimile copy of Ms lose in an amount t least equal lo the replacement cost,and you will list Ue as loss Lease with facsimile vignWWree You agree a facsimile copy will be treated as an original Payee.You shall a us written proof of at insurance.If you de not give us Such proof, and wit be admissible es evidence of this Lease. we me),(but MR I be obligated )obtain Otter insurance and charge you a lee for it AUTHD E GNA RE Date '7// /D,— Print Nam na Th✓ L^f�, PERSONAL GUARANTY NNE EACH A-GUARANTOR')JOINTLY AND INDIVIDUALLY,PERSONALLY,ABSOLUTELY AND UNCONDITIONALLY GUARANTY ALL PAYMENTS AND OTHER OBLIGATIONS OWED TO THE LEASING COMPANY UNDER THIS LEASE AND THIS GUARANTY.UW E AGREE THAT THE LEASING COMPANY MAY PROCEED DIRECTLY AGAINST ME/US WITHOUT FIRST PROCEEDING AGAINSTTHE LEASING CUSTOMER OR THE EQUIPMENT.IANE CONSENT TO PERSONAL JURISDICTION IN THE NEW JERSEY COURTS AND WAIVE ANY TRIAL NI JURY.EACH GUARANTOR HEREBY WAIVES NOTICE OF ACCEPTANCE OF THIS GUARANTY.LESSEE'S DEFAULT,A NOTICE OF DEMAND, PROTEST AND ALL OTHER NOTICES TO WHICH LESSEE OR GUARANTOR MAYBE ENTITLED AND EACH GUARANTOR WAIVES NOTICE OF AND CONSENTS TO ANY MODIFICATIONS OR AMENDMENTS TO THIS LEASE. SIGNATURE tNmrIDUALLr:NO TIRES) Deis SIGNATURE(NNDIVDDUALLT'NO TITLES) Data X X GUARANTOR et Name end Home Address(Pease Priori GUARANTOR e2 Name end Home Aooese(Please Pm) DELIVERY AND ACCEPTANCE CERTIFICATION THE LESSEE HERESY CERTIFIES THAT ALL EQUIPMENT REFERRED TO ABOVE HAS BEEN DELIVERED.IS FULLY INSTALLED AND IT IS IN GOOD OPERATING ORDER AND LESSEE UNCONDITIONALLY ACCEPTS THE EQUIPMENT. DATE OF DELIVERY AUTHORIZED SIGNATURE TITLE ACCEPTED BY RICOH CUSTOMER FINANCE CORP.(Leaser) ay Tide Date Leaser • • • RICOH. Quote: 556205 ORDER AGREEMENT RICOH BUSINESS SOLUTIONS DATE: 4/13/2010 TYPE OF SALE: FMV AGREEMENT CONSISTS OF THIS PAGE AND THE TERMS AND CONDITIONS ATTACHED SHIP TO BILL TO Salesrep Name and Number: Henry Shahinian 15873 Salesrep Name and Number: Henry Shahinian 15873 Install Branch Number: Install Branch Name: Order Taking Branch Number: Order Taking Branch Name: 40 - Los Angeles 40 - Los Angeles 40 - Los Angeles 40 - Los Angeles Account Number: Account Number: Customer Name: City of Seal Beach Customer Name: City of Seal Beach Address Line1: 211 8th St. Address Line1: 211 8th St. Address Line2: Address Line2: City: Seal Beach City: Seal Beach County: Orange ST /ZIP: CA / 90740 County: Orange ST /ZIP: CA / 90740 Contact: Robbeyn Bird Contact:Robbeyn Bird Phone /Fax: 562 - 431 -2527 / Phone /Fax: 562 - 431 -2527 / email: rbird @ci.seal - beach.ca.us email: rbird @ci.seal - beach.ca.us BILLING, INFORMATION "- Lease Approval # Party # NATL /GSA Contract # Tax Exempt # COMMERCIAL - Billing Method Bill Start Date PO # PO Limit PO Expire Date Arrears $0.00 = SERVICE- .INFORMATION Meter Collection Method Service Location Service Term Service Zone @ Remote 40 - Los Angeles 60 01 Meter Frequency Bill Frequency Lease Service Monthly Minimum Meter Quarterly Monthly Included in Lease 0 Product ID Description Quantity 406632 Aficio SP 4210N 7 402980 Aficio SP C420DN 6 414847 Aficio MP171SPF 2 9908612 Network Connectivity 2 414838 MPC 5000SPF 2 415002 2 Tray Paper Bank (PB3040) 2 414175 Bridge Unit BU3030 2 STARTUP B2C Start Up Fee 2 9908651 BC Print Connectivity 2 412730 SR790 1,000 Sheet Finisher 2 414794 Aficio MP 9001 SP 1 412209 Punch Unit Type 3260 1 414957 SR4030 Finisher 1 9908612 Network Connectivity 1 SVC- BRONZE Labor, Parts, Black Toner Toner Included: Inclusive 1 BLACK AND WHITE COPY CHARGE OF $0.01 IN EXCESS OF 390000.0 PER QUARTER COLOR COPY CHARGE OF $0.06 IN EXCESS OF 6000.0 PER QUARTER. SHIPPING & Shipping /Handling 1 HANDLING Lease End Removal J7041200231 Ricoh Aficio 2090DLL 1 1 I Customer Copy Rev. 12/09 C. -0 - • • Quote: 556205 ORDER AGREEMENT RICOH BUSINESS SOLUTIONS Lease End Removal K2946001425Ricoh Aficio 2045DLL 1 Lease End Removal K6745900367Ricoh Aficio 2051 DLL 1 MIF Protection J7041200231Aficio 2090 1 MIF Protection K2946001425Aficio 2045 1 MIF Protection K6745900367Aficio 251 1 Message Sales Sub Service Sub Total Total $0.00 $0.00 Sub Total Taxes Order Total Less Down Payment Amount Due $0.00 $0.00 $0.00 $0.00 $0.00 If no amount of taxes is shown above, applicable tax amounts will be determined and reflected on each invoice. In addition, any taxes shown above are estimated. Actual tax amounts, which may differ from the amounts stated above, will be determined and reflected on the invoice. 21 Customer Copy Rev. 12/09 n • R a CO H • Quote: 556205 ORDER AGREEMENT RICOH BUSINESS SOLUTIONS LEASE PAYMENT SCHEDULE Number of Payments 60 Payment Frequency Monthly Payment Amount $3,150.00 Contract Term 60 Plus Tax $0.00 Total Payment Amount $3,150.00 End of Lease Option Fair Market Value Advance Payment Amount $0.00 IMPORTANT:READ BEFORE SIGNING. THE GENERAL TERMS AND CONDITIONS AND MAINTENANCE TERMS AND CONDITIONS OF THE ORDER AGREEMENT AND THE TERMS AND CONDITIONS OF THE LEASE AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. TERMS ORORAL PROMISES WHICH ARE NOT CONTAINED IN THIS WRITTEN AGREEMENT MAY NOT BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT BETWEEN YOU AND US. CHANGES MADE BY RICOH PERSONNEL OR ANYONE ELSE DO NOT BECOME PART OF YOUR AGREEMENT. YOU AGREE TO COMPLY WITH THE TERMS AND CONDITIONS OF THE AGREEMENT. THIS AGREEMENT IS NOT CANCELLABLE. YOU AGREE THAT THE EQUIPMENT WILL BE USED FOR BUSINESS PURPOSES ONLY AND NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. YOU CERTIFY THAT ALL THE INFORMATION GIVEN IN THIS AGREEMENT AND YOUR APPLICATION WAS CORRECT AND COMPLETE WHEN THE AGREEMENT WAS SIGNED. THIS AGREEMENT IS NOT BINDING UPON US OR EFFECTIVE UNTIL AND UNLESS IT IS EXECUTED BY US. AGREEMENT. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY. Aficio MP 9001SP Included Above Accepted: Customer Name: RICOH AMERICAS CORPORATION City of Seal Beach 5 DEDRICK PLACE WEST CALDWELL, NJ 07006 By: Title: nn By: Title: Pen r?/ � t , 1 !� iG✓l J r?/ /t" �`' City Manager ' Print Name: David N. Carmany Date Accepted: I Date Signed: 33( ?% /oi /O April 13, 2010 Customer acknowledges that it has received copies of the Terms and Conditions of Sale or Lease Agreement and Maintenance Agreement, as applicable to this Order Agreement and acknowledges that such Terms and Conditions are incorporated into this Order Agreement. UNCONDITIONAL GUARANTY In consideration of Ricoh entering into the above Order Agreement (the "Agreement ") in reliance on this guaranty, the undersigned, together and separately, unconditionally and irrevocably guarantee to Ricoh, its successors and assigns, the prompt payment and performance of all obligations under the above Agreement, which shall include all payments due under any Lease Agreement. The undersigned agree that (a) this is a guaranty of payment and not of collection, and that Ricoh can proceed directly against the undersigned without disposing of any security or seeking to collect from Customer, (b) the undersigned waive all defenses and notices, including those of protest, presentment and demand, (c) Ricoh may renew, extend or otherwise change the terms of the Agreement without notice to the undersigned and the undersigned will be bound by such changes, and (d) the undersigned will pay all of Ricoh's costs of enforcement and collection. THE UNDERSIGNED HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY. THIS GUARANTY WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY. Personal: Personal: By: (Individually) By: (Individually) Address: Address: Social Security Number: Social Security Number: Witness: Witness: 31 Customer Copy Rev. 12/09 CO 11 9RDER AGREEMENT ill/ 556205 RICOH BUSINESS SOLUTIONS GENERAL TERMS AND CONDITIONS 1. Orders. Customer may acquire products and maintenance services from Ricoh by executing and delivering to Ricoh an Order Form for acceptance. If Customer has elected to execute a Lease Agreement, Customer shall be deemed to have consented to the assignment of the Lease Agreement and the Equipment by Ricoh to a third party Lessor and to enter into the Lease Agreement with such Lessor. These General Terms and Conditions shall be incorporated by reference into any Order Form, Lease Agreement or Maintenance Agreement; provided, however, that, in the event of any conflict between the terms of the Lease Agreement and these General Terms and Conditions, the terms of the Lease Agreement shall control. 2. Pricing and Charges /Payment Terms. Pricing for Maintenance Services may be adjusted by Ricoh on or after each one -year anniversary of the effective date of the Maintenance Agreement. Unless otherwise specified in any Order Form, payment to Ricoh for products shall be net thirty (30) days from date of invoice. Customer shall pay Ricoh interest on any past due payment at the highest rate permitted by applicable law, not to exceed 1.5% per month. 3. Taxes. Customer shall pay all sales and use taxes, personal property taxes and all other taxes and charges relating to the purchase, ownership, delivery, lease, possession or use of the Equipment or the provision of Maintenance Services, with the exception of any taxes on or measured by Ricoh's and /or Lessor's net income. 4. Limited Warranties. Ricoh warrants to Customer that Maintenance Services shall be performed by Ricoh in a workmanlike manner and in accordance with industry standards. Ricoh further warrants that, at the time of delivery and for a period of ninety (90) days thereafter the Equipment will be in good working order and will be free from any defects in material and workmanship. Ricoh's obligations under this warranty are limited solely to the repair or replacement (at Ricoh's option) of parts proven to be defective upon inspection. The foregoing warranty shall not apply (a) if the Equipment is installed, wired, modified, altered, moved or serviced by anyone other than Ricoh, or, (b) if the Equipment is installed, stored and utilized and /or maintained in a manner not consistent with Ricoh specifications or (c) if a defective or improper non -Ricoh accessory or supply or part is attached to or used in the Equipment, or (d) if the Equipment is relocated to any place where Ricoh services are not available. CUSTOMER ACKNOWLEDGES THAT THE LIMITED WARRANTY CONTAINED HEREIN DOES NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE EQUIPMENT. THE WARRANTIES EXPRESSED HEREIN ARE EXCLUSIVE AND RICOH HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. 5. Limitation of Liability. RICOH SHALL NOT BE LIABLE TO CUSTOMER (OR TO ANY PERSON OR ENTITY CLAIMING THROUGH CUSTOMER) FOR LOST PROFITS, LOSS OF REVENUE, OR FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY MANNER CONNECTED WITH THE INSTALLATION OR OPERATION OF, OR CUSTOMER'S USE OR MISUSE OF, THE EQUIPMENT OR ANY RELATED PRODUCTS REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT CUSTOMER OR SUCH PARTY HAS BEEN INFORMED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS EXPRESSLY LIMITED BY THE PRECEDING SENTENCE, RICOH'S LIABILITY FOR ITS ACTS AND OMISSIONS AND THOSE OF ITS EMPLOYEES SHALL NOT BE LIMITED IN ANY RESPECT BY THIS AGREEMENT. 6. Governing Law. These General Terms and Conditions and the Maintenance Terms and Conditions below shall be construed in accordance with and governed by the substantive laws of the State of New Jersey, without regard to its conflicts of laws principles. 7. Entire Agreement. These General Terms and Conditions and the Maintenance Terms and Conditions below constitute the entire agreement between the parties with respect to their subject matter and supersede all proposals, oral or written, and all other communications between the parties in relation to the Equipment. Customer agrees and acknowledges that it has not relied on any representation, warranty or provision not explicitly contained in these General Terms and Conditions and any Order Form, Lease Agreement and /or Maintenance Agreement, whether in writing, electronically communicated or in oral form. Any and all representations, promises, warranties, or statements by any Ricoh agent, employee or representative that differ in any way from the terms of these General Terms and Conditions and any Order Form, Lease Agreement and /or Maintenance Agreement shall be given no force or effect. 8. Ricoh's Insurance. RICOH shall have insurance as follows: A. General Liability (including premises and operations, contractual liability, personal injury, independent contractors liability): RICOH shall at all times during the term of this Lease carry, maintain, and keep in full force and effect, a policy or policies of comprehensive General liability insurance, with limits of One Million Dollars ($1,000,000.00) for each occurrence and in the aggregate, combined single limit, against any personal injury, death, loss or damage resulting from the negligent acts or omissions of RICOH, its officers, employees, agents and independent contractors. If such insurance contains a general aggregate limit, either the general aggregate shall apply separately to this project, or the general aggregate limit shall be two times the occurrence limit. B. Automobile Liability (including owned, non - owned, and hired autos): RICOH shall at all times during the Term of this Lease also carry, maintain, and keep in full force and effect a policy or policies of commercial automobile liability insurance with a combined single limit of One Million Dollars ($1,000,000.00), single limit, per occurrence for bodily injury and property damage, which will cover the drivers and automobiles used to perform services pursuant to this Lease. Such insurance shall include coverage for owned, non - owned, and hired automobiles. C. RICOH agrees to maintain in full force and effect at all times during the performance of work under this Lease workers compensation insurance as required by law. D. The policy or policies required herein shall be issued by an insurer admitted in the State of California with a rating of at least B +. VII in the latest edition of Best's insurance guide. E. RICOH agrees that if it does not keep the aforesaid insurance in full force and effect Customer may take out the necessary insurance and pay, at RICOH's expense, the premium thereon provided that Customer provides Ricoh with notice of such deficient insurance and provided that Ricoh has not obtained the aforesaid insurance within 15 days after such notice. F. The general liability policy shall be endorsed to state that Customer, its officers, officials, employees, agents, representatives and volunteers (collectively hereinafter "City and City Personnel ") shall be covered as additional insureds with respect to the work or operations performed by or on behalf of RICOH. The automobile liability policy shall be endorsed to state that City and City Personnel shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any automobile owned, leased, hired or borrowed by RICOH or for which RICOH is responsible. G. The insurance provided by RICOH shall be primary to any coverage available to Customer and shall provide that any insurance or self - insurance maintained by City or City Personnel shall be in excess of Contractor's insurance and shall not contribute with it. H. The insurance provided by RICOH shall be endorsed to state that the insurer shall waive all rights of subrogation against City and City Personnel. 4 I Customer Copy Rev. 12/09 "ORDER AGREEMENT • uote: 556205 RICOH BUSINESS SOLUTIONS MAINTENANCE TERMS AND CONDITIONS 1. Maintenance Service. Ricoh agrees to provide to Customer, during Ricoh's normal business hours, the maintenance service necessary to keep the Equipment in, or restore the Equipment to, good working order in accordance with Ricoh's policies then in effect. This maintenance service includes maintenance based upon the specific needs of individual Equipment, as determined by Ricoh, and unscheduled, on -call remedial maintenance. For each unscheduled service call requested by the Customer, Ricoh shall have a reasonable time within which to respond. Maintenance will include lubrication, adjustments, and replacement of maintenance parts deemed necessary by Ricoh. Maintenance parts will be furnished on an exchange basis, and the replaced parts become the property of Ricoh. Maintenance service provided under this Agreement does not assure uninterrupted operation of the Equipment. If available, maintenance service requested and performed outside Ricoh's normal business hours will be charged to the Customer at Ricoh's applicable time and material rates and terms then in effect, unless Ricoh and Customer have a written agreement providing for after -hours maintenance service. This Agreement does not cover charges for installation of equipment or de- installation of equipment if it is moved. For purposes of these Maintenance Terms and Conditions, Equipment excludes any software and documentation described on the Order Form and /or incorporated or integrated in the Equipment. 2. Exclusions To Maintenance Service. Maintenance service provided by Ricoh under this Agreement does not include: (a) Repair of damage or increase in service time caused by failure of Customer to provide continually a suitable installation environment with all facilities prescribed by Ricoh, including, but not limited to, the failure to provide, or the failure of, adequate electrical power, air - conditioning, or humidity - control; (b) Repair of damage or increase in service time caused by: accident; disaster, which shall include but not to be limited to fire, flood, water, wind, and lightning; and earthquake; neglect; power transients; abuse or misuse; failure of the Customer to follow Ricoh's published operating instructions; and unauthorized modifications or repair of Equipment by persons other than authorized representatives of Ricoh; (c ) Repair of damage or increase in service time caused by use of the Equipment for purposes other than those for which designed; (d) Replacement of parts which are consumed in normal Equipment operation, unless specifically included; (e) Furnishing supplies or accessories, painting or refinishing the Equipment or furnishing the material therefore, inspecting altered Equipment, performing services connected with relocation of Equipment or adding or removing accessories, attachments or other devices; (f) Repair of damage, replacement of parts (due to other than normal wear) or repetitive service calls caused by use of incompatible supplies; (g) Complete unit replacement or refurbishment of the Equipment; (h) Electrical work external to the Equipment or maintenance of accessories, attachments, or other devices not furnished by Ricoh; (i) Increase in service time caused by Customer denial of full and free access to the Equipment or denial of departure from Customer's site. The foregoing excluded items, if performed by Ricoh, will be charged to Customer at Ricoh's applicable time and material rates then in effect. 3. Invoicing. Charges for maintenance service hereunder will consist of a Basic Maintenance Charge, any applicable zone charge, and, if applicable, Meter Charges as stated below in this Agreement. In addition, Customer shall be responsible for paying all shipping and handling charges for toner, even if this Agreement is a toner inclusive contract as set forth on the Ricoh Order Form, in accordance with the terms stated on the invoice. The Basic Maintenance Charge may be invoiced in advance. The Meter Charge (if applicable) or other maintenance charges will be invoiced periodically in arrears. The Basic Maintenance and Meter Charges for a partial month's service will be prorated on the basis of a thirty (30) day month. Payment is required within the period stated on the invoice. 4. Engineering Changes. Engineering changes, determined applicable by Ricoh, will be controlled and installed by Ricoh. Engineering changes which provide additional capabilities to the Equipment covered herein will be made at Customer's request at Ricoh's applicable time and material rates and terms then in effect. 5. Indemnification. RICOH agrees to indemnify Customer, its officers, employees and agents (collectively "Customer" in this Section) against, and will hold each of them harmless from any and all claims, actions, costs, causes of action, demands, damages, injuries, expenses, penalties, obligations or liabilities, in law or equity (collectively "Claim "), to person or property, including wrongful death, that may be asserted or claimed by any person or entity arising out of or incident to any acts, errors or omissions of RICOH, its agents, employees, subcontractors, or invitees arising out of RICOH's performance under this Lease, provided RICOH receives prompt written notice of such Claim, and provided further that RICOH shall have the sole control of the defense of any such Claim and all negotiations for its settlement or compromise. RICOH shall defend any action or actions filed in connection with any of such Claim and will pay all costs and expenses, including all attorneys' fees and costs incurred in connection therewith. RICOH will promptly pay and satisfy any judgment rendered against Customer for any Claim. In the event Customer is made a party to any action or proceeding filed or prosecuted against RICOH, its officers, employees, agents and assigns, for such Claim, RICOH agrees to pay Customer any and all costs and expenses incurred in such action or proceeding, including but not limited to, all attorneys' fees and costs incurred in connection therewith. RICOH shall reimburse Customer any and all legal expenses and costs incurred by Customer in connection with enforcing the indemnity herein provided. RICOH's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by RICOH or Customer. RICOH's obligations under this Section shall survive the termination or expiration of this Lease. 6. Term and Termination. This maintenance agreement shall extend for a period of one (1) year from its commencement date and shall automatically renew for additional one (1) year period unless notice of nonrenewal is provided by either party within thirty (30) days of the initial or any renewal term. Notwithstanding the above, either party may terminate a maintenance agreement for failure of the other to comply with any of its terms and conditions in the event such noncompliance is not cured within thirty (30) days after the provision of notice of such noncompliance. Maintenance service performed by Ricoh after the termination of a maintenance agreement shall be charged to Customer at Ricoh's applicable time and material rates and terms then in effect. Ricoh may suspend performance under any maintenance agreement if Customer is in default or in arrears in payments to Ricoh under this or any other agreement. 7. Meter Charges. If applicable, Customer also shall pay the monthly meter charges listed on the Order Form for each copy made on Equipment subject to this Agreement. The initial quarter following installation will include the first partial month (if applicable) and meter charges for such partial month will be prorated. Meter readings shall be provided on a quarterly basis by Customer at the request of Ricoh. 8. Supplies. If supplies are included in the service provided under this Agreement, Ricoh will supply black toner, ink and developer, unless otherwise stated in this Agreement, to Customer based upon normal yields. If Customer's usage of the supplies exceeds the normal yields for the equipment being serviced, Ricoh will invoice and Customer agrees to pay, for the excess supplies at Ricoh's current retail prices then in effect. 9. @Remote Services Ricoh may, at its discretion and dependant upon device capabilities, provide remote meter reading and equipment monitoring services using its @ Remote solution. This may allow for the automation the meter reading and submission process, automatically place low toner alerts, automatically place service calls in the event of a critical device failure and to enable firmware upgrades. The meter count and other information collected by @ Remote ( "Data ") is sent on the Internet to remote servers some of which may be located outside the U.S. @Remote cannot and does not collect your document content or user information. Ricoh uses reasonably available technology to maintain the security of the Data; however, you acknowledge that no one can guaranty security of information maintained on computers and on the Internet. Ricoh retains full rights to the Data (but not your documents or information), which it or its authorized third parties may use to service your equipment. Ricoh may also use the Data for its normal business purposes including product development and marketing research, however, the Data will not be provided to market research consultants in a form that personally identifies you. Ricoh may dispose of the Data at any time and without notice. The @Remote technology is the confidential and proprietary information of Ricoh and /or its licensors protected by copyright, trade secret and other laws and treaties. Ricoh retains full 5 I Customer Copy Rev. 12/09 R ( &DER AGREEMENT • uote: 556205 RICOH BUSINESS SOLUTIONS title, ownership and all intellectual property rights in and to @Remote. 10. Customer Obligations. Customer shall provide a proper place for the Equipment in accordance with the environmental specifications of the manufacturer. Customer shall provide "360 degree" service access to the Equipment subject to Customer's usual security procedures and shall use the Equipment in accordance with the instructions of the manufacturer. 11. Use of Ricoh Recommended Supplies. Ricoh products are designed to provide optimal performance with Ricoh recommended supplies, including toner, developer and fuser oil. In the event Customer uses other than Ricoh recommended supplies, and if such supplies are defective or not acceptable for use with the Equipment and cause abnormally frequent service calls or service problems, Ricoh may, at its option assess a surcharge or terminate any maintenance obligations. If so terminated, Customer will be offered service on a time and materials basis at Ricoh's then prevailing rates. It is not a condition that Customer use only Ricoh brand supplies. 6 I Customer Copy Rev. 12/09 • , Raco H IPEASE AGREEMENT fruote: 556205 RICOH BUSINESS SOLUTIONS TO OUR VALUED CUSTOMER: This Lease Agreement ("Lease ") has been written in "Plain English." When we use the words you and your in this Lease, we mean you, our customer, which is the Lessee indicated below. When we use the words we, us, and our in this Lease, we mean the Lessor, Ricoh Americas Corporation or a third party Lessor, as assignee, as agreed in Section 5 below. 1. LEASE. This Lease establishes the general terms and conditions under at Customer's request. Lessor is not the manufacturer of the Equipment and Lessor is which we lease to you the equipment described in the Order Agreement, dated leasing the Equipment to Customer "AS -IS ". Customer has selected the Equipment 'Zy. t and Lessor MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING t / / l Qi WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR 2. TERM AND LEASE. This Lease Agreement shall become effective upon PURPOSE. Lessor transfers to Customer for the term of a Order Agreement all acceptance and execution by Ricoh and shall remain effective at least until the warranties, if any, made by Ricoh. CUSTOMER ALSO ACKNOWLEDGES THAT NO expiration of the Term of the last Order Agreement hereunder . ONE IS AUTHORIZED TO WAIVE OR CHANGE ANY TERM, PROVISION OR Each Order Agreement is effective on the date that it is accepted and signed by CONDITION OF THIS LEASE AGREEMENT OR ANY ORDER AGREEMENT AND, Ricoh, and the term of each Order Agreement begins on that date or any later date EXCEPT FOR THE RICOH WARRANTIES, MAKE ANY REPRESENTATION OR that Ricoh designates (the "Commencement Date ") and continues for the term stated WARRANTY ABOUT A ORDER AGREEMENT OR THE EQUIPMENT. LESSOR on the Order Agreement. As Customer will have possession of the Equipment from SHALL NOT BE LIABLE FOR ANY DELAYS IN MAKING DELIVERIES OR REPAIRS the date of its delivery, if Ricoh accepts and signed the Order Agreement, Customer NOR IN ANY EVENT FOR SPECIAL, RESULTING OR CONSEQUENTIAL will pay Ricoh interim rent for the period from the date the Equipment is delivered to DAMAGES OR LOSS OF PROFIT OCCASIONED BY ANY BREACH OF Customer and the Commencement Date, as reasonably calculated by Ricoh based on WARRANTY OR REPRESENTATION OR RESULTING FROM THE USE OR the Lease Payment, the number of days in that period, and a month of 30 days. PERFORMANCE OF THE EQUIPMENT. CUSTOMER'S OBLIGATION TO PAY IN Lease Payments will be due as invoiced until the balance of the Lease FULL ANY AMOUNT DUE UNDER A ORDER AGREEMENT WILL NOT BE Payments and any additional Lease Payments or expenses chargeable to Customer AFFECTED BY ANY DISPUTE, CLAIM, COUNTERCLAIM, DEFENSE OR OTHER under the Order Agreement are paid in full. THIS LEASE AGREEMENT AND ALL RIGHT WHICH CUSTOMER MAY HAVE OR ASSERT AGAINST RICOH. ORDER AGREEMENTS ARE NON - CANCELLABLE BY CUSTOMER. IN THE EVENT THE PERIODIC PAYMENTS UNDER A ORDER CUSTOMER'S OBLIGATION TO PAY THE LEASE PAYMENTS IS ABSOLUTE AND AGREEMENT INCLUDES THE COST OF MAINTENANCE AND /OR SERVICE UNCONDITIONAL AND IS NOT SUBJECT TO CANCELLATION, REDUCTION, BEING PROVIDED BY RICOH, CUSTOMER ACKNOWLEDGES THAT, IF THAT SETOFF OR COUNTERCLAIM. All payments shall be made to Ricoh at the address ORDER AGREEMENT IS ASSIGNED, THE ASSIGNEE LESSOR IS NOT indicated by Ricoh in writing. RESPONSIBLE FOR PROVIDING SUCH MAINTENANCE AND /OR SERVICE FOR 3. REPAIR AND MAINTENANCE. If a Order Agreement includes repair and THE EQUIPMENT. CUSTOMER WILL MAKE ALL CLAIMS FOR MAINTENACE maintenance services, such services shall be provided pursuant to the terms of the AND /OR SERVICE SOLELY AGAINST RICOH AND SUCH CLAIMS WILL NOT . Terms and Conditions for Maintenance Services as set forth in the Master Agreement AFFECT CUSTOMER'S OBLIGATION TO MAKE ALL PERIODIC PAYMENTS between Customer and Ricoh. UNDER SUCH ORDER AGREEMENT TO THE ASSIGNEE LESSOR. 4. TITLE, PERSONAL PROPERTY, LOCATION AND INSPECTION. Unless (b) Use, Maintenance and Repair: Customer is required, at its own cost and Customer has been granted a $1.00 purchase option under the applicable Order expense, to arrange to keep the Equipment in good repair, condition and working Agreement, Ricoh owns the Equipment and Customer has the right to lease the order, except for ordinary wear and tear. All replacement parts used or installed and Equipment for the full Lease Term provided the Customer complies with the terms and repairs made to the Equipment will become Lessor's property. Customer may, with conditions of the Order Agreement and this Lease Agreement. For all purposes under Lessor's prior written consent, make modifications to the Equipment; provided such the Order Agreement and this Lease Agreement, the Equipment is and shall remain modifications do not reduce the value or usefulness of the Equipment or result in the personal property even though the Equipment may become attached to any real loss of any warranty or any certification necessary for the maintenance of the estate. Customer agrees not to permit a lien to be placed upon the Equipment or to Equipment and such modifications must be easily removable without causing damage remove the Equipment from its place of installation without Ricoh's prior written • to the Equipment. Before returning the Equipment, Customer agrees to remove such consent, which consent shall not be unreasonably withheld. If Ricoh deems it modifications and restore the Equipment to its original condition. If Customer fails to reasonably necessary, Customer agrees to provide Ricoh with waivers and interest of remove such modifications, Lessor is deemed the owner of such modifications. liens, from anyone claiming any interest in the real estate on which any item of (c) Maintenance and Additional Copy Charge Administration: Customer Equipment is located. Ricoh also has the right, at reasonable times, to inspect the acknowledges that Lessor, purely as an administrative convenience to Customer and Equipment. Ricoh, may bill, collect and otherwise administer Maintenance Payments on Ricoh's 5. ASSIGNMENT. WITHOUT PRIOR WRITTEN CONSENT OF RICOH, WHICH behalf and agrees that Lessor has no liability or responsibility for the performance CONSENT SHALL NOT BE UNREASONABLY WITHHELD WITH RICOH ACTING thereof. AS A COMMERCIALLY REASONABLE AND PRUDENT LESSOR GIVEN ALL OF (d) The terms and conditions of this Lease Agreement are the only terms and THE FACTS AND CIRCUMSTANCES THEN KNOWN TO RICOH, CUSTOMER conditions governing the Lease of the Equipment by Customer and no other SHALL NOT (i) ASSIGN, TRANSFER, PLEDGE OR HYPOTHECATE THIS LEASE agreements between Ricoh and Customer, including, but not limited to, the Master AGREEMENT OR ANY ORDER AGREEMENT, THE EQUIPMENT OR ANY PART Agreement, will have any effect upon, or otherwise affect, the terms and conditions of THEREOF OR ANY INTEREST THEREIN OR (ii) SUBLET OR LEND THE this Lease Agreement. EQUIPMENT OR PERMIT IT TO BE USED BY ANYONE OTHER THAN CUSTOMER 6. REDELIVERY AND RENEWAL. Upon at least sixty (60) and not more than one AND CUSTOMER'S EMPLOYEES. Ricoh may assign this Lease Agreement or any hundred twenty (120) days written notice to Ricoh prior to the expiration of the initial Order Agreement and the Equipment to a Lessor and its rights, remedies and Term or any Renewal Term of the applicable Order Agreement, Customer at its option entitlements thereunder (but not Ricoh's obligations), at any time in whole or in part, may (i) renew the Order Agreement for an additional term of at least twelve (12) without notice to the Customer. Customer shall not assert against any assignee months; (ii) exercise any applicable purchase option as specified in the applicable Lessor, any claim or defense it may have against Ricoh, but rather shall assert the Order Agreement; or (iii) return the Equipment, freight and insurance prepaid, to Ricoh same only against Ricoh. No assignment of this Lease Agreement or any Order in good repair, condition and working order, ordinary wear and tear excepted, in a Agreement shall release Ricoh from any obligations Ricoh may have to Customer. In manner and to a location designated by Ricoh. If Customer fails to notify Ricoh or the event this Lease Agreement or any Order Agreement is assigned by Ricoh having notified Ricoh, Customer fails to return the Equipment or exercise one of its to a Lessor, the following provisions are also applicable: other options provided herein, the applicable Order Agreement shall renew for (a) Selection of Equipment/Disclaimer of Warranties: Customer has selected consecutive sixty (60) day periods with Lease Payments in effect at the expiration of the Equipment and the supplier from whom Lessor agrees to purchase the Equipment the initial Term of the Order Agreement. 7 I Customer Copy Rev. 12/09 11 1PEASE AGREEMENT • uote: 556205 RICOH BUSINESS SOLUTIONS 7. LOSS OR DAMAGE. Ricoh shall bear all risk of loss and damage 12. REMEDIES. Ricoh shall have the following remedies if a default should occur: to the Equipment while the Equipment is in transit to Customer. Upon (i) Upon written notice, declare the entire balance of the unpaid Lease Payments and delivery of the Equipment to Customer's premises, all risk of loss all amounts to become due under any Order Agreement for the full term thereof and responsibility for damage shall pass to Customer, regardless of immediately due and payable as liquidated damages and not as a penalty and be nonpassage of title to the Equipment to Customer. No such loss or damage relieves Customer from any obligation under a Order entitled to receive all Lease Payments and any other amounts then accrued or Agreement. Customer agrees to promptly notify Ricoh in writing of any accelerated under a Lease Order Agreement or any other agreement plus the FMV loss, destruction or damage to the Equipment and Customer will, at (as defined in Section 7) with all accelerated Lease Payments and the FMV Ricoh's option, (i) repair the Equipment to good condition and working discounted at 3% per annum, but only to the extent permitted by law; (ii) Charge order, (ii) replace the Equipment with like equipment in good repair, Customer interest on all monies due Ricoh at the rate of eighteen percent (18 %) per condition and working order, acceptable to Ricoh and transfer clear title year from the date of default until paid, but in no event more than the maximum rate to such replacement equipment to Ricoh, and such Equipment shall be permitted by law; and (iii) Require that Customer return the Equipment to Ricoh and in subject to the Order Agreement and be deemed the Equipment, or (iii) the event Customer fails to return the Equipment, enter upon the premises peaceably pay to Ricoh the present value of the total of all unpaid Lease Payments with or without legal process where the Equipment is located and repossess the for the full Order Agreement term, plus either the fair market value of the Equipment at the end of the Order Agreement term as reasonably Equipment. Such return or repossession of the Equipment will not constitute a determined by Ricoh or any End of Order Agreement Option price stated termination of a Order Agreement unless Ricoh expressly notifies Customer in writing. on the Order Agreement, whichever is greater (the "FMV "), with the In the event the Equipment is returned or repossessed by Ricoh and Ricoh has accelerated Lease Payments and the FMV discounted at 3% per annum, terminated the Order Agreement, Ricoh may sell or re -rent the Equipment to any plus reasonable costs of collection and attorneys' fees, whereupon the persons with any terms Ricoh determines, at one or more public or private sales, with applicable portion of the Order Agreement shall terminate. All proceeds or without notice to Customer, and apply the net proceeds after deducting the costs of insurance received by Ricoh as a result of such loss or damage will be and expenses of such sale or re -rent Customer's obligations to Ricoh with Customer applied, where applicable, toward the replacement or repair of the remaining liable for any deficiency and with any excess being retained by Ricoh. The Equipment or the payment of Customer's obligations. As between a credit for any sums to be received by Ricoh from any such rental shall be discounted Lessor and Customer, Lessor is not responsible for any losses or injuries to the date of the agreement at five percent (5 %) per year. caused by the Equipment and Customer will defend and indemnify such Lessor from any claims arising out of or related to the Equipment. Customer is also required to pay (i) all expenses incurred by Ricoh in 8. TAXES. Except for tax on Ricoh's income, Customer agrees to pay connection with the enforcement of any remedies, including all expenses of all license and registration fees, personal property taxes, sales and use repossessing, storing, shipping, repairing and selling the Equipment, and (ii) taxes and all other taxes and charges relating to the leasing, ownership, reasonable attorneys' fees. use, rental, possession, sale and use of Equipment as part of the Lease Customer agrees that any delay or failure to enforce Ricoh's rights under this Payment or as billed by Ricoh. Where taxes are paid by Ricoh on Lease Agreement or any Order Agreement does not prevent Ricoh from enforcing any Customer's behalf, Customer agrees to reimburse Ricoh for all such rights at a later time. payments, plus interest and reasonable costs incurred in collecting and All Ricoh's remedies are cumulative, are in addition to any other remedies pro - administering any taxes, assessments or fees and remitting them to the vided by law, and may, to the extent permitted by law, be exercised either concurrently appropriate authorities. or separately. The exercise of any one remedy shall not be deemed an election of such 9. LATE CHARGES. If any Lease Payment or any other amount payable under remedy, or preclude the exercise of any other remedy. No failure on Ricoh's part to any Order Agreement is not paid within 10 days of when due, Customer will pay to exercise any right or remedy and no delay in exercising any right or remedy shall operate Ricoh a late charge of five percent (5 %) of the past due payment or $10.00, whichever as a waiver of any right or remedy or modify the terms of this Lease Agreement. A is greater, but only to the extent permitted by applicable law. waiver of default shall not be construed as a waiver of any other or subsequent 10. INSURANCE. Customer will provide and maintain at its own expense (i) default. property insurance against the loss, theft, destruction of, or damage to, the Equipment 13. WARRANTY OF BUSINESS PURPOSE. Customer hereby warrants and for its full replacement value, naming Ricoh as loss payee, and (ii) public liability and represents that the Equipment will be used for business purposes, and not for third party property insurance, naming Ricoh as an additional insured. Customer will personal, family or household purposes. give Ricoh certificates or other evidence of such insurance when requested. Such 14. UCC FILINGS AND FINANCIAL STATEMENTS. Customer authorizes Ricoh insurance will be in a form, amount and with companies acceptable to Ricoh, and will to file a financing statement with respect to the Equipment where permitted by the provide that Customer will be given 30 days advance notice of any cancellation or Uniform Commercial Code ( "UCC "). The filing of financing statements is not to be material change of such insurance. (Customer agrees that if it does not keep the construed as evidence that only a security interest was intended to be created, but aforesaid insurance in full force and effect Lessor may take out the necessary is to give public notice of Ricoh's ownership of or other interest in the Equipment. If insurance and pay, at Customer's expense, the premium thereon. Ricoh may add any Order Agreement is deemed at any time to be one intended as security then the costs of acquiring and maintaining such insurance and its fees for its services in Customer grants Ricoh a security interest in the Equipment and the proceeds from placing and maintaining such insurance upon which Ricoh may make a profit the sale, lease or other disposition of the Equipment. (collectively, "Insurance Charge ") to the amounts due from Customer under each 15. NOTICE. Written notice will be deemed to have been given when delivered Order Agreement.) personally or the third day after being deposited in the United States mail, postage 11. DEFAULT. Customer is in default of this Lease Agreement and any Order prepaid, addressed to such party at its address set forth in this Lease Agreement, Agreement if any of the following occurs: (i) Customer fails to pay any Lease Payment in the Order Agreement or at such other address as such party may have or other sum due under any Order Agreement when due; (ii) Customer breaches any subsequently provided to the other party in writing. 16. CHOICE OF LAW. This Lease Agreement and the Order Agreements have warranty or other obligation under this Lease Agreement and fails to cure such breach been made in New Jersey and, except for local filing requirements, are governed by within 15 days after notice from Ricoh; (iii) Customer becomes insolvent or unable to and construed in accordance with the laws of the State of New Jersey. Customer pay its debts when due; (iv) Customer stops doing business as a going concern; (v) consents to and agrees that personal jurisdiction over Customer and subject matter Customer makes an assignment for the benefit of creditors; (vi) Customer undergoes jurisdiction over the Equipment shall be with the courts of the State of New Jersey, or the applicable Federal District Court in New Jersey, solely at Ricoh's option, with a substantial deterioration in its financial condition; or (vii) Customer, any guarantor or respect to any provisions of this Lease Agreement. Customer irrevocably waives any partner shall voluntarily file or have filed against it involuntarily, a petition for any right to trial by jury. liquidation, reorganization, adjustment or debt or similar relief under the Federal 17. FOR MUNICIPALITIES ONLY. Bankruptcy Code or any other present or future federal or state bankruptcy or REPRESENTATIONS AND WARRANTIES: Customer represents, warrants and covenants to us that: (i) Customer is a State, political subdivision, agency insolvency law, or a trustee, receiver or liquidator shall be appointed of its or of or municipal corporation in the State in which you are located; (ii) substantial part of its assets. Customer is authorized to enter into the Lease and this Addendum and to perform all of the obligations thereunder; (iii) Customer has complied with 8 I Customer Copy Rev. 12/09 RI co H IPEASE AGREEMENT • uote: 556205 RICOH BUSINESS SOLUTIONS all state laws and bidding requirements applicable to the; (iv) the person do not conform, that the terms and conditions of the Lease shall prevail over executing the Lease possesses the necessary authority to execute the Lease any conflicting terms of a purchase order, bid or other specifications. on Customer's behalf and has done so in accordance with all applicable 18. ENTIRE AGREEMENT; SEVERABILITY; WAIVERS. This Lease Agreement laws, rules, ordinances and regulations; (v) the Equipment will be used solely and the Order Agreements contain the entire agreement and understanding. No for the purpose of performing governmental functions and the use of the Equipment is essential for such functions; (vi) Customer intends to use the agreements or understandings are binding on the parties unless set forth in writing Equipment for the entire lease term and shall take all necessary action to and signed by the parties. Any provisions of this Lease Agreement or any Order include in it's annual budget funds required to fulfill it's obligations for each Agreement which for any reason may be held unenforceable in any jurisdiction shall, fiscal year during the lease term; (vii) all payments due and to become due during Customer's current fiscal year are within the fiscal budget of such year as to such jurisdiction, be ineffective without invalidating the remaining provisions of and are included with an appropriation currently available for the lease of the this Lease Agreement. Equipment; (viii) there is no action, suit, proceeding or investigation 19. UCC - ARTICLE 2A PROVISIONS. Customer agrees that each Order pending, or threatened in any court or other tribunal of competent jurisdiction, Agreement is a Finance Lease as that term is defined in Article 2A of the UCC. state of federal or before any public body, which in any way would (a) restrain or enjoin the delivery of the Lease and any Order Agreement or the Customer acknowledges that Ricoh has given Customer the name of the supplier of ability of the Customer to make its Lease Payments (as set forth in the Order the Equipment. Ricoh hereby notifies Customer that Customer may have rights under Agreement); (b) contest or affect the authority for the execution or delivery of, the contract with the supplier and Customer may contact the supplier for a description or the validity of, of the Lease and any Order Agreement; or (c) contest the of any rights or warranties that Customer may have under this Lease Agreement. existence and powers of the Customer, nor is there any basis for any such action, suit, proceeding or investigation; and (ix) Customer has not previously Customer also waives any and all rights and remedies granted Customer under terminated a lease agreement and any order agreement for non - appropriation. Sections 2A -508 through 2A -522 of the UCC including, but not limited to: the right to NON - APPROPRIATIONS: If Customer has not appropriated funds for any repudiate any Order Agreement and reject the Equipment; the right to cancel any fiscal period ( "unfunded fiscal period ") to continue the leasing of the Order Agreement; the right to revoke acceptance of any Order Agreement; the right to Equipment or services and has no funds for the purchase, lease or renting of equipment performing functions similar to those performed by the grant a security interest in the Equipment in Customer's possession and control for Equipment and Customer has no funds from other sources (collectively, "Non- any reason; or the right to recover damages for any breach of warranty. Appropriation "), Customer may terminate the Lease at the end of the fiscal 20. FACSIMILE DOCUMENTATION. Customer agrees that a facsimile copy of this year ( "prior fiscal year ") prior to such unfunded fiscal period, by giving thirty Lease Agreement and any Order Agreements with facsimile signatures may be (30) days written notice to Lessor, and enclosing a sworn statement that those conditions exist. In this sole event, Customer shall not be obligated to make treated as an original for purposes of being admissible as evidence of this Lease payments beyond the end of the prior fiscal period provided Customer returns Agreement or any Order Agreement. Furthermore, if Customer elects to transmit any the Equipment to Lessor at Customer's own expense. Upon the occurrence of Order Agreement by facsimile, Customer agrees that, if Ricoh elects to do so in its this event, Lessor may require from Customer an opinion of Customer's counsel to this effect together with appropriate documentation of such Non- sole discretion, the only version of such Order Agreement(s) that will be the original for Appropriation. If Customer terminates the Lease as a result of a Non- all purposes under the Uniform Commercial Code will be the version containing Appropriation, Customer may not purchase, lease, rent or otherwise acquire Customer's facsimile signature and Ricoh's original signature, and Customer waives any other equipment that performs functions similar to those performed by notice of acceptance of such Order Agreement(s) and receipt of a copy of the the Equipment for a period of twelve (12) months following the date of termination. Customer agrees that the terms and conditions of the Lease originally signed OrderAgreement(s). conforms with the terms and conditions of any purchase order, bid or other specifications issued regarding the Equipment covered by the Lease or, if they Lessor: Lessee: Ricoh Americas Corporation City Of Seal Beach X ., ° �- X <3 1--4 • uthorized Signature Authorized Signature 0 1 , 1 3( • /Pe A I David N. Carmany, City Manager Print Name & Title Date Print Name & Title 95- ,,000 - Egg Federal EIN 9 I Customer Copy Rev. 12/09 IR I L• • Quote: 568820 ORDER AGREEMENT RICOH BUSINESS SOLUTIONS DATE:3/29/2010 TYPE OF SALE:Cash AGREEMENT CONSISTS OF THIS PAGE AND THE TERMS AND CONDITIONS ATTACHED SHIP TO BILL TO Salesrep Name and Number: Henry Shahinian 15873 Salesrep Name and Number:Henry Shahinian 15873 Install Branch Number: Install Branch Name: Order Taking Branch Number: Order Taking Branch Name: 40-Los Angeles 40-Los Angeles 40-Los Angeles 40-Los Angeles Account Number: Account Number: Customer Name:City of Seal Beach Customer Name:City of Seal Beach Address Line1:211 8th St. Address Line1:211 8th St. Address Line2: Address Line2: City:Seal Beach City:Seal Beach County:Orange ST/ZIP:CA/90740 County:Orange ST/ZIP:CA/90740 Contact:Robbeyn Bird Contact:Robbeyn Bird Phone/Fax:562-431-2527/ Phone/Fax:562-431-2527/ email: rbird @ci.seal-beach.ca.us email:rbird @ci.seal-beach.ca.us BILLING INFORMATION Lease Approval# Party if NATL/GSA Contract# Tax Exempt# COMMERCIAL- Billing Method Bill Start Date PO# PO Limit PO Expire Date Arrears $0.00 SERVICE INFORMATION Meter Collection Method Service Location Service Term Service Zone ©Remote 40-Los Angeles Meter Frequency Bill Frequency Lease Service Monthly Minimum Meter Monthly Annually Included in Lease 0 Product ID Description Quantity 415135 AtRemote Communication Gate A 1 Message Sales Sub Service Sub Total Total $1.00 $0.00 Sub Total Taxes Order Total Less Down Payment Amount Due $1.00 $0.00 $1.00 $0.00 $1.00 If no amount of taxes is shown above,applicable tax amounts will be determined and reflected on each invoice.In addition,any taxes shown above are estimated.Actual tax amounts, which may differ from the amounts stated above, will be determined and reflected-on the invoice. 1 i Customer Copy Rev. 12/09 ' L� I Quote: 568820 ORDER AGREEMENT RICOH BUSINESS SOLUTIONS IMPORTANT:READ BEFORE SIGNING.THE GENERAL TERMS AND CONDITIONS AND MAINTENANCE TERMS AND CONDITIONS OF THE ORDER AGREEMENT AND THE TERMS AND CONDITIONS OF THE LEASE AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE.TERMS ORORAL PROMISES WHICH ARE NOT CONTAINED IN THIS WRITTEN AGREEMENT MAY NOT BE LEGALLY ENFORCED.YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT BETWEEN YOU AND US.CHANGES MADE BY RICOH PERSONNEL OR ANYONE ELSE DO NOT BECOME PART OF YOUR AGREEMENT.YOU AGREE TO COMPLY WITH THE TERMS AND CONDITIONS OF THE AGREEMENT.THIS AGREEMENT IS NOT CANCELLABLE.YOU AGREE THAT THE EQUIPMENT WILL BE USED FOR BUSINESS PURPOSES ONLY AND NOT FOR PERSONAL,FAMILY OR HOUSEHOLD PURPOSES.YOU CERTIFY THAT ALL THE INFORMATION GIVEN IN THIS AGREEMENT AND YOUR APPLICATION WAS CORRECT AND COMPLETE WHEN THE AGREEMENT WAS SIGNED.THIS AGREEMENT IS NOT BINDING UPON US OR EFFECTIVE UNTIL AND UNLESS IT IS EXECUTED BY US. AGREEMENT.THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY. Accepted: Customer Name: RICOH AMERICAS CORPORATION City of Seal Beach 5 DEDRICK PLACE WEST CALDWELL,NJ 07006 By: Title: By: Title: 04 re-//e,a r y S c/ f ,i c City Manager Print Name: David N. Carman Date Accepted: / t / Date Signed: ao/G April 13 , 2010 Customer acknowledges that it has received copies of the Terms and Conditions of Sale or Lease Agreement and Maintenance Agreement,as applicable to this Order Agreement and acknowledges that such Terms and Conditions are incorporated into this Order Agreement. UNCONDITIONAL GUARANTY In consideration of Ricoh entering into the above Order Agreement(the-Agreement-)in reliance on this guaranty,the undersigned,together and separately,unconditionally and irrevocably guarantee to Ricoh,its successors and assigns,the prompt payment and performance of all obligations under the above Agreement,which shall include all payments due under any Lease Agreement.The undersigned agree that(a)this is a guaranty of payrnent and not of collection,and that Ricoh can proceed directly against the undersigned without disposing of any security or seeking to collect from Customer,(b)the undersigned waive all defenses and notices,including those of protest.presentment and demand,(c)Ricoh may renew,extend or otherwise change the terms of the Agreement without notice to the undersigned and the undersigned will be bound by such changes,and(d)the undersigned will pay all of Ricoh's costs of enforcement and collection.THE UNDERSIGNED HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY.THIS GUARANTY WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY. Personal: Personal: By: (Individually) By: (Individually) Address: Address: Social Security Number: Social Security Number: Witness: Witness: 2I Customer Copy Rev. 12/09 • RI CO H •DER AGREEMENT tote: 568820 RICOH BUSINESS SOLUTIONS GENERAL TERMS AND CONDITIONS 1. Orders.Customer may acquire products and maintenance services from Ricoh by executing and delivering to Ricoh an Order Form for acceptance. If Customer has elected to execute a Lease Agreement, Customer shall be deemed to have consented to the assignment of the Lease Agreement and the Equipment by Ricoh to a third party Lessor and to enter into the Lease Agreement with such Lessor.These General Terms and Conditions shall be incorporated by reference into any Order Form,Lease Agreement or Maintenance Agreement; provided, however,that, in the event of any conflict between the terms of the Lease Agreement and these General Terms and Conditions,the terms of the Lease Agreement shall control. 2. Pricing and Charges/Payment Terms.Pricing for Maintenance Services may be adjusted by Ricoh on or after each one-year anniversary of the effective date of the Maintenance Agreement. Unless otherwise specified in any Order Form, payment to Ricoh for products shall be net thirty(30)days from date of invoice. Customer shall pay Ricoh interest on any past due payment at the highest rate permitted by applicable law, not to exceed 1.5%per month. 3.Taxes. Customer shall pay all sales and use taxes, personal property taxes and all other taxes and charges relating to the purchase,ownership, delivery, lease,possession or use of the Equipment or the provision of Maintenance Services,with the exception of any taxes on or measured by Ricoh's and/or Lessor's net income. 4. Limited Warranties.Ricoh warrants to Customer that Maintenance Services shall be performed by Ricoh in a workmanlike manner and in accordance with industry standards. Ricoh further warrants that,at the time of delivery and for a period of ninety(90)days thereafter the Equipment will be in good working order and will be free from any defects in material and workmanship. Ricoh's obligations under this warranty are limited solely to the repair or replacement(at Ricoh's option)of parts proven to be defective upon inspection.The foregoing warranty shall not apply(a) if the Equipment is installed,wired,modified, altered, moved or serviced by anyone other than Ricoh, or,(b)if the Equipment is installed, stored and utilized and/or maintained in a manner not consistent with Ricoh specifications or(c)if a defective or improper non-Ricoh accessory or supply or part is attached to or used in the Equipment, or(d)if the Equipment is relocated to any place where Ricoh services are not available. CUSTOMER ACKNOWLEDGES THAT THE LIMITED WARRANTY CONTAINED HEREIN DOES NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE EQUIPMENT.THE WARRANTIES EXPRESSED HEREIN ARE EXCLUSIVE AND RICOH HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES,EXPRESS OR IMPLIED,INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. 5. Limitation of Liability. RICOH SHALL NOT BE LIABLE TO CUSTOMER(OR TO ANY PERSON OR ENTITY CLAIMING THROUGH CUSTOMER) FOR LOST PROFITS, LOSS OF REVENUE,OR FOR SPECIAL, INCIDENTAL, INDIRECT,CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY MANNER CONNECTED WITH THE INSTALLATION OR OPERATION OF,OR CUSTOMER'S USE OR MISUSE OF,THE EQUIPMENT OR ANY RELATED PRODUCTS REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT CUSTOMER OR SUCH PARTY HAS BEEN INFORMED OF,OR OTHERWISE MIGHT HAVE ANTICIPATED,THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS EXPRESSLY LIMITED BY THE PRECEDING SENTENCE, RICOH'S LIABILITY FOR ITS ACTS AND OMISSIONS AND THOSE OF ITS EMPLOYEES SHALL NOT BE LIMITED IN ANY RESPECT BY THIS AGREEMENT. 3 I Customer Copy Rev. 12/09 • • R. 1COH Equipment Removal Request Form Company Name City of Seal Beach Street 211 8th Street City Seal Beach Contact Robbeyn Bird Phone 562-431-2527 Business Hours Mon - Firday 8 to 5 Provide Equipment Description: Model Ricoh 2090 Serial J7041200231 Model Ricoh 2045 Serial K2946001425 Model Ricoh 2051 Serial K6745900367 Initial the Applicable Box: X Equipment is the property of the Leasing Company*. Return Equipment to: Lease Company Name: DLL Lease Number: 24620422 'If the customer's old lease is at"End of Term"and new deal is going with a new leasing partner, A CANCELLATION LETTER TO THE OLD LEASING COMPANY AND BUYOUT REFLECTING THE CUSTOMER HAS COME TO TERM MUST BE ATTACHED TO THIS FORM. If applicable, has the letter been sent? Y N OR The Company Name listed above, hereinafter referred to as "Customer,"confirms that it owns the equipment listed above free and clear of any third-party rights, liens or financial interest of any kind. This letter is an agreement to transfer ownership rights of this equipment to Ricoh. Customer gives Ricoh permission to use its sole discretion in the removal and disposition of this equipment. Customer understands that Ricoh may dispose of this equipment and that it will no longer be available to Customer. Ricoh will not be held responsible if Customer currently holds a lease with another company or if there are any other financial obligations owed by Customer on this equipment. Customer agrees to indemnify and hold Ricoh harmless from any and all claims, actions, suits, proceedings, losses, liabilities, penalties, damages, costs or expenses(including attorneys' fees and costs)of any kind whatsoever resulting from any financial obligations owed by Customer on this equipment to a third party. )Customer Signature v Date:�ri1 13 , 2010 Print Name David N. Carmany Title City Manager Equipmmmhpo:llioncustomc,