HomeMy WebLinkAboutRicoh MLRicoh USA, Inc.
Mar 09, 2016
TERRI JEFFREYS
MASON COUNTY
411 N 5TH ST
SHELTON, WA 98584
RE' Account Number: 1500207-1027760ML
Dear Valued Customer:
For Correspondence Only:
Ricoh USA, Inc.
PO Box 9115
Macon GA 31210
Customer Service:
Telephone 1-800-595-1011
Thank you for allowing Ricoh USA, Inc. to finance your recent contract. This packet contains copies
of your executed documents. Please review the enclosed documents and notify us immediately
should you feel there is any discrepancy in the documents or should you have any other concerns.
We are happy to assist you with any questions regarding your account and we are committed to
providing the highest quality of customer service possible. For your convenience your account
number is referenced in this letter and should be used when calling about your account. For
account assistance, please call Customer Service at 1-800-595-1011. Our customer service
representatives are available 8:00 AM to 7:30 PM EST, Monday through Friday to assist you.
Did you know we now offer online account management? View your account history, make
payments online, and Go Green with our invoice E-Delivery program. Call Customer Service or
visit www.getmyaccounts.com to get started today'
Sincerely,
Customer Service
Enclosures
COH
Ricoh USA, Inc.
Customer Name:
Account Number:
Agreement Dates:
Payment
Address:
MASON COUNTY
1500207-1027760ML
Description
Term Begin Date
First Payment Due Date
Initial Term End Date
Remit Payments as follows:
RICOH USA, INC.
PO BOX 650073
DALLAS,
TX 75265 007373
For Correspondence Only:
Ricoh USA, Inc.
PO Box 9115
Macon GA 31210
Customer Service:
Telephone 1-800-595-1011
Date
3/3/2016
3/19/2016
3/2/2021
REMIT TAX PAYER Please access MyAccounts (www.getmyaccounts.com) for
ID NUMBER: Tax Payer ID number (W-9 form).
Equipment Make and model number can be found on copy of attached executed agreement.
Description: Please access MyAccounts (www.getmyaccounts,com) for equipment serial numbers(s).
Property Property Taxes are assessed based on the equipment location on the tax assessment
Taxes: date and determined by your county or state. Each county or state determines its own
tax assessment date. Please review the location address(es), listed under Equipment
Location section of this notice to make sure that the equipment is located at the listed
address.
Customer In the event of any discrepancies contact Customer Service immediately at
Service: 1-800-595-1011.
Please note that this notice is subject in all respects to the terms and conditions of your agreement and
does not constitute an amendment or any other change to any of the terms or conditions of such
agreement. To the extent of any conflict between the contents of this notice and the terms or
conditions of such agreement, the terms and conditions of such agreement shall control.
NOTICE: The information contained in this letter and any attachments ("this letter") may contain
confidential information for the sole use of the intended recipient(s). Any unauthorized use, disclosure,
viewing, copying, alteration, dissemination or distribution of, or reliance on this letter is strictly
prohibited. If you have received this letter in error, or you are not an authorized recipient, please notify
the sender immediately, delete all copies from your e-mail system and destroy any printed copies.
DocuSign Envelope ID: 8392960E-EB4C-4BAF-AEBE-EC2A35D6CF45
THIS IS A COPY
This is a copy view of the Authorative Copy held
by the designated custodian
RICOH
Product Schedule
Product Schedule Number;
RicehUSA, Inc.
70 Yal ley Strum Parkway
Malvern, PA 19355
Mister Luse Agreement Numbers
1027760
This Product Schedule (this "Schedule") is between Ricoh USA, Inc. ("we" or "us") and MASON COUNTY
, es customer , lessee ("Cuslatner" or "ygu"). • This Schedule constitutes a "Schedule," 'Product
Schedule," or "Order Agreement," as applicable, under the master lease agreement , (together with any amendments,
attachments and addenda thereto, the "Le;iso Agreement") identified obove, between you end r1Coh usa Mc. All terms and conditions of
tho Luse Agreemenl eta incorporated into this Schedule and made a part hereof. If we are not the lesser under the Lease Agreement, then, solely for purposes of this
Schedule, We shall be dermal to be the lessor under The I_Sase Agreement_ It is the Intent of the parties that this Schedule be separately enforceable as a complete and
Independent agratment, Independent of all other Schedules to the Lease Agreement
CUSTOMER INFORMATION
MASON COUNTY
Customer (Bill To)
111 N 5TII ST
Product Location Address
SHELTON
WA 98584-3466
City County
Slate
Jlillir►g CcntactTelcphorreNumber
(360)427-9670x747
Vane Zoren
Billing Contact Name
411 N STIH ST.COUNIY COMMISSIONER
Billing Address (Ifdifl"erent from loaoflan address)
SRELTON
City County
Billing Contact FacsirnlleNumber
WA 98584-3466
Slate zip
Billing Contact EAiall Address
di i •.mason.tva.us
PRODUCT/EQUIPMENT DESCRIPTION ("Product")
QIY
t
Product Description: Matra &Model
RICOI-I 11iPC6003
PAYMENT SCHEDULE
Minimum Term
(months)
60
Minimum Payment
(WIthouf Tar)
$ 245.56
Qty
Product Description: Make & Model
Minimum Payment tinting Frequency
Monthly
Quarterly
Othot
r4
■
1
Sales Tax Exempt: EIYiis (Attach Exempttm Certificate)
Addendum(s) attached:0 YES (check lfycs and Indicate total number of pages:
TERMS AND CONDITIONS
I The first Payment will be due on the Effective Date. If the Lease Agreement uacs the terms "Leas; Payment" and "Cornmaw ntnt Datd' rather than "Payment" and
"13f eclivc Date," then, tor purposes of this Schedule, the term "Payment' shall have the same meaning es "Iease Payment," and the tam 'Effective Date" shall have the
same meaning os "Commencement Date."
2 You, the undersigned Customer, have applied to us to rent the 0bovo-described Product for Iaw11111 .cornn'.arvial (non -consumer) purposes. THIS IS AN
UNCONDITIONAL, NON -CANCELABLE AGREl3MEt{T FOR 'FLU MINIMUM TE[IM INDICAT.ED AUQYE, o;xcept as otherwise provided in any non -
appropriation provision of the Lease Agreement, If applicable. If we aoeepi this Schedule, you agree to rent the above Product from us, and we awce to rent such Product
to you, on all the teams hereof, Including the terms and conditions of the Lease Agterntutt. THIS WJLL ACKNOWLEDGE THAI' YOU HAVE READ AND
UNDERSTAND '1'111S SCHEDULE AND THE LEASE AGREEMENF' AND HAVE ktECEIWED A COPY ON 1'1115 SCHEDULE AND TUE LEASE
A G R E EME NT. •
3 Additional Provisions (if any) aro t S fl V\ -C r t5 c-; cub -4 ( ` e WfWP 0 Cxyn -1c
t-
Advauct Payment
Ise PA»nerd
[� lsl.&Ls iPayment
Other:
Glutomer Billing Retterence Number (P.O. II, etc.)
T}* PERSONSIGNINGTA78 SCHEDULE ON BEHALF OP THE CUSTOMER
CUSTON R
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Printed Nark;
Funding specialist
rile: Date:
03.08.2016
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Ricoh€ and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd.
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Master Lease Agreemgnt
CUSTOMER INFORMATION
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Ricoh USA, Inc.
70 Valley stream parkway
Malvern, PA 19355
1027760
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Th s Vaster Lase Agreement ("Lease Agreement") has been Neilsen in clear, easy id understand English. When We uses the words "you", "your" or '`Ctiiicente" in this
Imo Agreement, sus mean you, sr customer, as indicated tie;. When we use the words "we", 'US' or „our" in this Lease Agiw%4pt, we meals Ricoh USA, Int
("Ricoh") or, If vt assign this Lase Agreement or any Schedules e)ceduted in aeoardancq with this Lease Agreement, pursuant to Section l3 below, the Assignee (as
de tined below). Our corporate aft sea is located at 70 Valley Stream Parkway, Malvern, PA 19355.
1. Agreement, We agree lo !vise oe teat, as cp& fed in any equlprneesi sthtdute
excreted by you tend us tied fno0rpgratieg the k-sms of this lase Asritmei by
ioteraw (a "Schedule"j, to you, ind you auto to lease or rant, es sppHeabk, 4ai us,
subject to tho terms a this fast Agreement and such SchcdWe, the personal and
IntengiWe property dtsm'berl in suit `Schtdvle, litc personal and Intan tibl property
described oct ► Schedule (together with 111 sit;thnteotsti tcplactinunss, pewit;
substitution, additives, (Oairs, and rocessories irttotpora(e:d in or affixed to the
property and any liocltsc or subsaipiior► rights as d;ted with the property) n11 bo
collectivelyrefe.rted toes''Prodvet!' The manage:ru er of rho (angibl* Product shill ha
referred to as the "Muithcturet," To the oz(eat the Product includes intangible
property or associated services such la periodic tottwzse tiot4eAs and prepaid deli brtsp
su4criptioa rishts, such lnlanti Weprcpertrghall be tarred to as the Software."
Z Scbedalen trzllvery and Accepts et; Each Sctreduls that incorporates this Lease
Agreement shall bo gostrenid br tho Iu ms and eoadidons of this Lease Agreete nl, cis
well as by the terns rind conditions set forth In such individual Schedule. Each
Schedule shalt caauituto a compictc igitrment separate end clistihet litres this Lease
Agreenent and any other Schedule,. In the event of* conAkt betwteaishee terms of this
Lease Agrcorncni and any Schedule, the terms of such Scbe ate shall govtm and
control, hut only with taped to the Product subject to i b Schedule, The IamleMon
of alb Leaxecu sa At/eauera s ill not sited anySchedule ot 4( prior totho efectIvo data
of such terruinolion. When you deceive the Product, yes three to (aspect (t to de:termfat
it it fir good Sroticir:g order. ,trheduled foments (as rpeeired (n I.bo ppp(ieabte
Schedule) will begin on the Product 4klivery t;d sexepta.>jei date ('Eftxilvo Date" },
You agree to sip and ream to ids a delivery arid ace lance erttificate (which, at our
regudi, tnrry be done electronically) uitb(a t.hree(3) business days idler any Product Is
mite, text,
3. Ttrml Payments. The first scheduled Payment (is spec ed in the applicable
Schtduie) ('`Payment") will be due on tht Eff0ative Date~ or suet% Later date at we may
daiu(t(v The rurmanint Paymcuti 1+J1 is duo on tie same daj of cacti suksequont
month, unless othenkise specified ae the spplitahla Srheckle if nay payment or other
mount payabld i idtr any Schedule is not reocivtd within ten (19) days of its due data,
yes will par to us, is addition to abet Payment, a onto -limo late charges at' Si?) of sins
overdue Payment (bare In *no event greater limit the maxifnin amount tllo'wI by
applicable kw). You also wee to pay all shipping aid delivery torts associated with
rho owoershlp or use of the product,' m h(eh aourti shay be (neldded In your Payment
of billed sepiriately. You auto to 'pay $25.00 for each check icturnrd for Insufficient
funds or fm- any other reason, You alto agree that, except A.s set forth in Scot*_ 18
bslow, THIS IS AN UNCONDITIONAL, NQN•CANCE ABLt3 AORREMDNT P0R
THE MLNIMttivl TERM T4DICATTED ON ANY SCHEDULE TO THIS LEA513
AOREtHM ENT, All Payments tb us aro "not". end utaondirtonal and trio not .subject to
set off, defense, counterclaim or reduction rot any reason. Yea agree that you will
remit pijw nts to us la.tho form of company checks (or personal curers in the can of
seta proprtctotahipa), dire& dehit or wires only. You also
MSTLS13 MA e)a.13
02/09/2016 14:41 PM
urea that cash and cash equivalasts.ua not ateeptable tears c tpayrne4 for this lease
Agitcaiett or any.Scbedule and that you will not remit such forms of payment (0 W.
YAmtepi1 1rt !try other form may delay processing or bmi ictnrncd to you Yariherntore,
oily you or your embodied agent as approved byes \Altcmit payments to us.
4. Prodgct Location; Ilse and Repair. You will keep sad we the Product only it the
Product Location sh64oa in the applicable Sdaede. Yai Will not moVo the
Produd thorn the !maim specified i.a the applicable Schedule or make any alterations,
e4dlttonr -or replacements to the Product intbhut ow prior written consent, ivhieh
concept will not be unrcisobably withhsid At your own con and expose, you wilt keep
the Prodtttt eligible for any Manufacturer's exrtinution as to maintenance end fa
coniplisi o Vetch applicable Iowa and in good condition, a xccpt for orttiniry .weirand
tear. You shall tome Ricoh, its subsidiaries or aD'iliatts, or an indcpatd third Party
(the ' Suvfcer') to provide mafntenauoe and rapport services pursuant to it separa(►
agreement tccc tuck ptupaser .(`9 •t nteasaca Agreement"). All alterations, additions a
re itetnitots will btcomo part of the Product. and our property at no oust or orpen.se lo
us. Wo tarry ry bi rp ec t the product rt it any ressois b k a lei o.
S, Taxes and Pets, In addition tP the payments under this i iacrtgsttumest, you agico
to pay elllaxos, usoisme:nts, fees tad. ehQr €i gOvernaentally imposed upon. our
purchase, oivtcc p, posse eth, leas mg, $?tThg, oprtation, control or use pf the
.Product. if w. uo ttquued Iq file autd pay Pro*rfy tax, ye agree, .at our &sane
eithir: (aa) teimbtuso us for ell personal plo$rty and otditx sitailsr teaxes quid
govemnsllit a hsraes ■ssociate t with tbo aivnendlp, P era kp yr use of the Product
►\fiat billed by 'hi iwisc icticns; # (b) remit to iu tae(i billing period r*ir estimate of Ow
pro -repo equivalent otruch taxes and goverernentai charges. lethe iityh dial thabilling
period tom lnthtdo a separuety stated ntiMito of personal property end other dad*
Wits, you ddatovrid4jc and agreet.hat such taioast represents our eitietatc of such taxed
thst, gill bo pay blc frith respect to the Product during the tcrm qr the appt:icabk
Schedule. As compensation tor our internal and et+cternal oasts in the sdntiea.shrtt1on of
taxes related to each ixdt of Product; }tar agree to pay to i'.?roperty Taz Admintatrsttiw
Fee" In in amount not to weed the gnaw of IOt4 of the fnroiced property tax trnovnt
or $10 each rime such lax 1s lnVotced during dirt terin of the applicable S htdule. not to
exceed the ataiirtitirn arihaunt permitted by applkabto IBW, Tho Pyoperty Teti
AdmiotseradveYe, at our ado dlceiition, may be Incre:ued by an amount not exceeding
101.4 thereof for each tubsbqueni yes' darting the Icrst *Of the applicable Schedvio to
retied our increased cost of edm Ittlstrestiori !Intl we will notify yea Of any such increase
by Mdtraitag itsch Increased airman' in the relevant (millet or in such other manner as
iva mazy a tcra appropttdc, Itwe are required to pay upfront tiles or use lax and *Copt
to inky such six over the tern of the tease acrid tact is a lump svm it lease inceptio), than
you avois to pay Its a''S41es Tex lldcntalsrudiye reel equal to 3,39: of the total lu due
per year. Sites raid use lax, if v iplicable, `till bo charged until a valid sales tad use lax
exemptioa Certificate is provided to ins,
Abates and tha Ricoh Logo a. cegJ e i tndemukr o t'Rkob Compaq. Li&
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6, Warr entity. s, We trsnsfer to you, withoutrrecount, for the to rm of each Schedule, any
written warranties made by the Manufacturer or Software Supplier (as defiled Is
Section 10 of tlris Lease Igretmmt) wits respect to this Product Itasod or rented
parsuant to such Schedule. YOU ACKNOWLEDGE THAT YOU HAVE SELECTED
THE PRODUCT BASED ON YOUR OWN JUDGMENT AND YOU HEREBY
AFFIRMATIVELY DISCLAIM RBL1ANCI3 ON ANY ORAL. REPRESENTATION
CONCERNING THE PRODUCT MADE TO YOU Ilowaveo if you niter into a
Maintenance Agreement with Seavic rwilh respea to any Product, no provision, ctmuc
or pa.tegraph of this Lease Agreement shall alter, restrict, diminish or wain the rights,
remedies of benefits that. you may have against Suavicer under such Maintenance
Agreement. WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO ANY
MATTER WHATSOEVER, MUDDING, BUT NOT L1MIIID TO, THE IMPLIED
WARRAMIES OF MERC7tANTAElLITY OR PITIa1SS FOR A PARTICULAR
PURPOSE. AS TO US AND OUR ASSIGNEE, YOU LEASE OR RENT THE
PRODUCT "ASI]S." The only warranties, express or implied, roads to you are the
\varrantiea (if any) mode by the Manufacturer and/or Snvicer to you in any dacumente,
other than this Lease Agreement, executed by and between the Manufacturer and/or
Suviter andyou. YOU AGREE THAT, NOTWITIISTAHDINO ANYTFIffXi TO THE
CONTRARY, WE ARI3 NOT RESPONSiBLE TOR, AND YOU WILL NOT MAKE
ANY CLAIM AGAINST US FOR, ANY CONSEQUENTIAL, SPECIAL, OR
INDIRECT DAMAGES •
7. Lou or Damage, You are responsible for any theft of, desstmetion of, ordamago to
tho Product (collectively, "Less") from any rouse at all, whether or not Insured, from
the time of Product delivery to you anti( it fe delivered 10 ru at llu end of the tam of the
Seiler-Mo. You are required to make ell Payments teen if there is a Lose. You roust
notify has in writieg immediately of any Loss. 'Theo, at our option, you will either (a)
rcpitir the Product so that it is in good canaille* and working order, eligible for any
Manufacturer's c rtificat.iou, (b) pay us the amounts specified in Seaton 12 below, or
(v)re/stays tho Product with equipment of liko ago and capacity from Ricoh,
8. Indemnity, Liability and Insurance, (a) To the extent not prohibited by applicable
law, you agree to Indemnify us, defend us and hold u4 humte.ss been nil chips arising
out of the deatb or bodily injury ofanypetted or lb e ctrrnago, lot or destruction of any
tangible property caused by or to the Product, except to the extent caused by our gross
negligence or wilful misconduct. (b) You agree to maintain insurance to cover the
Product for all types of toss, Incivding, without limitation, theft, in sit amohmt not len
than the full replacement value ad yo>i Will name us 13 art add i t{onnrl insured and loss
payee on your insurance policy. In addition, you agree to maintain comprehensive
public liability insurance, which, upon our request, shall be In an motel acceptable to
us and shall name us ]t an additional Mooed. Such insurance will provide that we will
be giveet thirty (30) days advance notice of any cancellation, Upon out request, you
agree. to provide us with evidence of such insurance in a fors rcasonaUy satisfactory to
us. If you fail to meting such insurance or to provide us with evidenoe of suet:
insurance, we may (but are not obligated to) Obtain insurance in such mounts and
against aich risks as w° daem necessary to protect our inter st in the Product, Such
Ins-nrancc obtained by vs will nol insure you *joint any claim, liability or lost related
to your interest in the Product and may be cancelled by us at any time. You agree lo
pay w an additional amount each month to nimtwrsa us for rho insurance preroiwa and
pn adtltinlstrative tee, on which NCO or our affiliates may eam a profit. In the event of
toss or damage to the Product, you agxcc to remaia rtspoasblo for tho Payment
obligations under this Lcasa Agreeateat until the Payment obligations are fullysatkfied.
9. Title; Rccordiag. We are the owner of aid will hold title to the Product (except for
any Software). You will keep the Product free of all liens and encumbruccs. Except as
reflected on any Schedule, you rigxts that this eerie Agreement 15 a true tease.
However, If any Schedule ie deetne:d to be intended for :ccodiy, you Iterebygrant to us
e purchase money eecatity intcrert in the Product covered by the tpplicablo Schedule
(including any repfacanents, subsiitugons, additions, atlas-benefts arid prat ads) as
security for Hit pap ant of the amounts under each Satceirdo. 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 and deliver to pis arty financing statements covering this
Product that we may reasonably require; provided, howcvex, that you hereby authorize
us to filo any such financing statement without your authentication to the extent
permitted by sppticabi 0 lftw.
10. Software or Intangibles. To the extent that rho Product includes Softwn; you
understirtd and sgrec that we line no right, titlo or Inkiest in the Software, and you
will comply throughout the tars of this Lease Agreement with any Hearne andlorother
agreement ("Software License") catered into with the supplier of
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•
the Software ("So{twra Supplier"). You are responsible for entering Into any Software
Lice sewith the Software Supplier no later than the Effective Date.
II. Default. each of the following is a "Default'' under this Lena Agreement and ell
Schedules: (a) you fall to pay any Payment or any other amount within thirty (30) days of
its duo date, (b) any repo:saltation or warranty made by you in this Lease Aglowesal is
false or incorrtct and/or yar do not perform rust of your other obligations under this
Lease Agreement or any Schalole and/or under any other agreement with us or with any
of onr effitietee god this faiiute continues for thirty (30) drys alto via have notified You
of It, (e) a petition la filed by or against you or Say guarantor under any banlauptcy or
insolvency law or a trustee, receiver or liquidator is appointed for you, any guarantor or
any aubttantial put of your assets:, (d) you or any guarantor makes an astignmtnt for the
benefit of creditors, (e) any gaare.nlor dies, stops doing business as a going ooroecm or
transfers all Or substantially all of such guarantor's assets, or (i) yen stop dent; business
as a going concern or transferal! or substu\tially all of your assets.
12, Remedies. If a Default occurs, v,t in ay do one or more of the following: (a) we may
coned or terarfaata this Leans Agreement and/or my oc all Schedules, and/or any oc ale
other agreements that wo barb entered into with you; (b) we mar rewire )ou to
immediately pay to us, as compensation for loss of our bargain and not as a penalty, n
sutra aqua to: (i) all past clue Payments Ind all othertmountsthen dde and payableunder
this Lease Agreement or any Schedule; and (ii) 114 present value of all unpaid Payments
for the remainder of the tam of rich Sae -dole pigs the present value of our anticipated
value of the Product at fie end of the initial tutu of any Schedule, (oc anyrcnewal of such
Sclteduie), each discou ted e1 a halo txpal to 3% per year to rho dal° of def;utt, end we
rosy chug* you inturst on all amounts due us Ilona the date of default until paid at (be
tato of 1.5% per month, but in no event morn than the, maximum tata permitted by
applicable law_ We agree to apply the net proue4s (as specifitd below in this Section) of
any disposition of the Product to the amounts that you osva us; (o) we ntay require you to
deliver tho Product to os as sat forth In Section L4; (d) we oc out repeeseotatiw may
peacefully repossess the Product without court order and you will not make any claims
against us for damages or trespass or any other rnson; (e) we may oxemisa any and all
miser right; or remedies available to a It/Wed', seared party or lessor under the: Uttiforta
Commercial Code ("UCG'), Inctwiing, without llinitation, dose set forth Lu Article 2A
of the UCC, and or law or In equity, (f) we may immediately terminate your right to use
the Software including the disabling (on -site or by remote communication) of any
Sofhvaro, (g) WO may demand tho immediate return and obtain possession of the
Sofhraro add re -license rho Software at a publio or privet° aisle (h) we may cause the
Sothvero Supplier to terminate lho Software License, support and nitre services under
the Soft#rue License, aadlor(i) at our option, we ataysell, re -lease, or otherwise dspose
of tbo Product under euch terms and conditions as may be acceptable lo us in ouc
distrotten, You agree to pay ell of our costs of enforcing our rights against you,
iRt{uding rtasonablt attorneys' feel, and all Casts related to to sate or disposition of the
Product including, without Iimithlion, incidental damages expended in the reposst:33ion.
repair, preparation, and advertisement for rule or leas* or other dispe;lllon of the
Product. If vet lako possession of tho Product (or any Software., if applicable), we may
sell or otherwise dispose of it with or without notice, at a publfo or pnvara disposition;
end to apply the net psocecds (atter we have deducted all costs, including reasonable
attorneys' fees) to the amounts that you owe us, You agroo that, if notino of sate i$
:mulled by law to bp girta, tine (S) nays notice shalt oo•rtstitulo reasonable notice,. Yoe
will remain responsible for stray deficiency that Is due after we have applied enysuch net
proceedr.
13. Onucrshtp of Product; Assize nt. YOU HAVE NO RIGHT TO SELL,
TRANSFER, ENCUMBER, SUBLET OR ASSIGN THE PRODUCT OR TITS LEASE
AGREEMENT OR ANY SCHEDLRII WITHOUT OUR PRIOR WRiTTBN CONSENT
(vctsIch consent shall riot be unreasonably withheld). You agree that wo slay sell or
assign all or a portion of our interests in the Product and/oc this Least, Agreement or any
Schedule without toilet to you even if Less than all tho Payments have beta assigned. Ia
that emit, the assignee (the "Aesiytee'') will have such rights as we assign to them but
nose of our obligations (wo will keep those obligations) and tho rights of the Assignee
will not bo subject to any claims, dofcnscs ot- set offs that you may have against us, No
assigrunont lo an Assignee \rill release Ricoh from any obligations Ricoh may have to
yea hereunder. The Maintenance Agre meat you have entered into with a Servlecr will
ncmtin In full force and effect with Seevicer and wilt not be affected by my suck
as4gumcat, You acknowledge that the Assignee did not ruatsufactnre or design the
Product and that you have selected the Manufacture, Senicer and the Product based on
}axe o\vn judgment,
Ricoft t eel the Aiteh Logo aro rctistaccd induarks of Ricoh Computy, Ltd.
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14. Renewal; Return of Product. AFTER TH1& MINIMUM TERM OR ANY
E? TENSION OP ANY SCHEDULE PO THIS U3AS11 AGREEMENT, SUCH
SCHEDULE WILL AUTOMATICALLY RENEW ON A MONIB TO -MONTH
BASIS UNLESS Ir17HBR PARTY NOTIF111S THB OTHER IN WRITING ATLEAST
THIRTY (30) DAYS, DUT NOT MORE THAN ONE IILINDRPD TWENTY (120)
DAYS. PRIOR '1.0 THE EXPIRATION OF THE MINIMUM TERM OR
EXTENSION OF SUCH SCHEDULE; ?ROVIDBD, HOWEVER, THAT AT ANY
TIME DURING ANY MONTH-TO.MONi"H RENEWAL, WE HAVE TI-IE RIGHT,
UPON 'IM? (30) DAYS NOTICE, TO DEMAND 'THAT YOU RETURN THE
PRODUCT TO US IN ACCORDANCE WITH TH13 TERMS OF TIES SUCTION 14•
Noivvithslanding the foregoing, nothing herelu is intended to prairie, nor shall bo
Interpreted es providing, (a) you with n legHlly enforceable option to extend or rencvv
the cenns of this Lease Agreement or any Schee3tsk, or (b)us with a leasity eaforca.able
optiiots to compel any suet; oxtensio>a or renewal, At the end of or upon termination of
each Schedule, year mill imnte:dfately return the Ptduct subject to such expired
Scheduk to us (or our derignee), to Iho location designated by as, in as good condition
as when you received it, except for ordinary wear and tear, Yoe mill bear all shipping.
de -installing, and Crating «painsas of the Product and wilt insure tbo Product for its MI
teplatenleit value during shipping, You trust pay additional monthly Payments el the
same rate as then in effect under a Schedule, until tho Product Is rammed by jar andfs
received in good condition and working order by us or our designees. Notsvitbstanding
tiayihies to the cooh cry set forth in this Lsse Agreement, the patties acknowledge ar,d
aargrce that wo than have no obligation to ranovc, delete, pre -servo, maintain or
ethecw so safeguard any otormat{on, Imajts or content retained by or resident in any
Products lessed by you hereunder*, whether through a digital storage device, hard drive
w other electronic medium (" O1tA Mina gementSetvltes'). If desired, you maytngale
Ricoh to perform Data Management Services at then-prtvaitIng rates. Yen
acknowledge let you arc responsible for ensuring your own compliance with keg*1
teqtifrtrnexats in connection with data retention and plolectloe and that we do not
provide legal advice or represent that the Products will guarantee cornp1ance with such
cequiramsnts. 'The sotcction, use anal dcsign of any Data Management Services, and
my decisions arising with respect to the (Mellon or storage of data, as well as (ha loss
of any data resulting thereftora, than be you sole and exchislvo respoesibilitw.
15. Miscellaneous. It Is the anent' of the patties that Ibis Le ss Agreement and any
Schedule shell be deemed and constitute a 'finance lease" as defined under and
gevemed by Article 2A of the UGC_ ORAL AOB.EFNIE TL'S OR COMMITMENTS
TO LOAN MONEY, EXTEND CRRDrr OR TO FORBEAR FROM ENFORCING
REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW
SUCH DEBT ARE war ENFORCEABLE,. YOU AGRE11i THAT TF#R TRRM3 AND
CONDITIONS CONTAINED IN THIS LEASE AGREEMENT AND IN BACH
SCHEDULE MAKII UP THE ENTIRE ACIREBM[ Nr I3bS'WEEN US REGARDING
THE LEASING OR RENTAL OP THE PRODUCT AND SUPERSEDE AIL PRIOR
WIIMEN OR ORAL COMMUNICATIONS, UNDERSTM D1, K3S OR
AGRI:W TS DSTWEEN 7HE PARTIES RELATING TO THIS SUBJECT'
MAHER CONTAINED HEREIN, INcwnrwG, WiTrrour MUTATION,
PURCHASE ORDERS. Any purchase order, cc other ordering documents, twill nc4
modify or affect this Lem Ageeanent or any Schedule, not have any ocher legal effed
Lad shall serve oily the purpose of identifying the equiprnet ordered You autiuoris4 us
to supply say missing "configure to ordee" number ("CIO"), other equipment
identification 'umbers (including, without limitation, serial nuabers),
agXaxsnent/tehedule Identification With erc and/or dates in 01s Lease Agreement or any
Schedule. You a►ckmov4edgsa that you have not bean induced to enter into this Itnsa
Agreement by uty repressatetlon or warranty not expressly set forth in this Lea»
Agreement, Neither this Lease Agreement nor any Schedule it binding onus unlit we
sign it_ Any change In any of the terms and conditions of this Erase Agraintnt or any
Sehcdsile mait be in writing and signed by us. if we delay or fad to enforce any of lt*
nthia carder this LcA30 Agree nent with respect to any or all Schedules, ever will still be
tbte to enforce those rights al a later time. All notices shill be given in vvriling and sent
either (a) by certified mail or recognized overnight delivery service, postage prepaid,
addressed to the party receiving the notice at the address ;hewn oa the front of Ode
Lease Agreement, or (b) by facsimile transmission, with oral confirmation to the
feesimile number s}tovvu bebew $ut'tt partys signature on this Leaser Agreement, Either
party rney change its address or Pacsimito number by giving mitten notice of such
change to the other party, Notices shall bo effeclfvo oat tho dgto sent. Each of our
respective rdghts and indewelifes will tunive the termination of this Lataso Agreement
and each Schedule_ If more than ono customer has signed Ibis Lease Agreement oe *ny
Schedule, each Customer
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agrees that its liability ie joint end several. It is Iho express intent of the parties not l0
violate any epplieablo usury laws or to exceed the maximum amount of tithe price
dt.ffferential or interest, as applkable, permitted to bo charged or collected by applicable
law, (red any such excess payment wail be applied to payments in the order of maturity,
and any remaining excess Will bo rcfandcd to you. We make no rtprescntation or
warranty of any kind, express or Implied, with rcapeot to the legal, tax or accounting
treatment of this Lease Agreement and any Schedule and yip(' aclanocrtedge that we are
an independent contractor and not your fiduciary_ You will obtain your o?vn legal, tax
and accounting advice related to this Lease Agreement or any Schedule ;red mAo your
own detenninatfon of tho proper accounting treatment of this Lease Agreement or any
Schedule. We may receive oornpensatiou from the MatufactTree or supplier of th•e
Product in order to triable us to reduce that cost of leasing or eating the Product to you
under this Lease Agreement or any Schedule below what we otherwise would charge. If
we received suth compensation, the reduction in the cost of leasing or renting the
Pmdiuci is reflected in the Hilburn Payment specified in the applicable Schedule. You
&liberira ui, our agent •ndrnr our Arjlg ace in obtain credit reports end make credit
inquiries regarding you and your financial condition and to provide your inanimation,
including payment history, to our Assignee and third parties having an economic interest
is this Littler Areerriervt, any Schedule or the Ptodact, You age's to provide updated
aaetnueI and(oe• quuterly financial eatene.nts to us upon request.
16, Governing Law; Jurisdicton; Waircr of Trial By Jary and CertaIn Rights sad
Remedies Under The Uniform Corasrrxercial Code. YOU AGRIM THAT THIS
LEASE AGRI?BLtENT AID ANY SCHEDULE WILLBH GOVERNED UNDER THE
LAW FOR THE COMMONWEALTH OF PENNSYLVANIA. YOU ALSO CONSI3NT
TO THE VENUE AND NON-EXCLUSIVE JURISDICTION OF ANY COURT
LOCATED INEACH OF THE COMMONWEALTH OF PENNSYLVANIA AND THE
STATE WIlItaS YOUR NUNCrPAL PLACE Ot, DU2 NI! $ OR RESIDENCE( 1S
LOCATED TO RESOLVE ANY CONFLICT UNDER THIS LEASE AGRBBMENF.
TNL PARTIES TO 7NIS LEASE AGREEMENT EACH WAIVE TIM RIGHT TO
TRIAL BY JURY TN THE EVENT OF A LAWSUIT. TO TMG BXTEJNT PBRMXTFED
BY APPLICABLE LAW, YOU WAIVE ANY AND ALL RICTUS AND RBMBDIBS
CONFERRED UPON A CUSTOMER OR MISSES I3Y ARTICLE lA OF THE UCC
"MAT YOU MAY HAVE AGAINST US (BUT NOT At3AINST THE
MANUFACTURER OF THE PRODUCT). TO HELP THE GOVI1RN/v(I3NT FIGHT
THE FUNDING OP TERRORISM AND MONEY LAUNDERING ACT'IYITIES,
FEDERAL LAW REQUIRES ALL FINANCIAL INSir1 UTIONS TO OBTAIN,
VERIFY AND RECORD INFORMATION THAT IDENTIFIES RACE PERSON WHO
OPENS AN ACCOUNT. WHAT THiS MEANS FOR YOU; WHEN YOU OPEN AN
ACCOUNT, WE WILL ASK FOR YOUR NAME, ADDRESS AND OTHER
INFORMATION THAT RILL ALLOW US 70 IDENTIFY YOU. WE MAY ASK TO
SEE IDENTIFYING DOCUMENTS,
17. Counterparts; Facsimiles. Each Schedule may ha executed In cntmkrparts. The
counterpart which has our original slpature andkr Is In our possession or control shall
constitute citadel paper as that term is defined In the UCC and shall constitute the
odganai agreement for all purposes, including, without Iirnitaticoe, (s) any hearisrg, Rein(
or proceeding wah scot to stela Schedule, and (b) any determtnadoa as to whleh
version of such Schedolo constitutes the single train original item of chattel paper under
the UCC. 1f you alga and treasmit a Schedule to us by facsimile or other electrode
trin.smbslon, the facsimile or such electronic transmission of such Schedule, upen
execution by us (roarwally or electronically, n9 applicable), shall be binding upon the
parties. You agteo that the facsimile. or other electronic transmission of a Schedule
coatatnlri your facsimiles or ether aleat flies] ty transmitted aperture, }Which la menu illy
or electronically signed by us, shall constitute the original agreement for all purposes,
includieg, without limitation, those outlined above in this Section. You agree to deliver
CO his wpoR our rzqucst the eotantetpart of such SerheAule containint your original rnanuatl
£ignatum
18. Stitt sod Leenl Goveroment Provisions. IT the Cutsomu is a State or political
zubdivislon of a Slate, es those terms are defined fn Section 303 of the Internal Revenue
Code, the following additional terms and conditions shall apply.
(s) Essentisllty, During the term of this Leases A&cement and any 5cbedule, the Product
will be used solely for the putposo of performing one or more govcrntneatal or
proprietary functions consistent with the permissible *tope of your authority. You
represent And VetalTall t that the nao of the Product to essential to performing such
govaritnenlaai or proprietary furiulons,
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(b) Non•AppnopriatIon/Non-Substitution, (i) if nit of tho following shill acwn: (A)
your iovetaing batty fails to appropriate sufficient monies in any heal period for
rentals and other pgymcnis corning d i. u.dsr ♦ Sat.:WI to tble Lefts Agruoe/it in
the nod succeeding fiscal period for Any equipment which will perform senvida and
functidns cyttith in wbois or in put arc essedlalty the samo tecvices and functions
pe`fonned by tie .Piociti t .cotrercd by any such Schedules, (a) Wet funds are not
available for such paymeois, and (C) the nit-tpprupriation of fonds did not result from
any set or (Whim to act chi your part, then a Altoc{-Appropriation" shall be ;loaned to
kayo oaxxred. (i1) if a Non-Appropristioe occurs, that: (A) you ttitut ttvc xs
lrrtntedioto notice of such Non-Appripriation and provide written notice of sot flellure
by your govtrnlny body a1 lout sixty (60) days prior to the tad of the thin tuntM tsM!
year or if Non•ApPropcfation has not t occurred by auct data, immediately upocl' Hai•
Appropriation, (H) no later than the lot day bftke fiscal year for vA t h spproprialloos
wrath made for rtiatal die under lacy Schedule to this Lase Agreement (tho'Rt#vrn
Dato"), you shall 'return to us all, but not leas but all, of the Product cohered by such
Settcdula tv thug Leese.Agrcctncnt, of yvus aglq cxpunas, fa rtecoohile4 wiith the fiend
kexedf; and (C) any Schedule to this Lease Agce.ment skill lamiapte on the Return
Date vita out pesalty Or expanse to you end yvu shall not bs obitg od to pay the rentals
beyond such ftsral year, proYided the! (x) you shall pay my *id;11 rentals and other
payments ciao up through hire end of the lr;l day of the fiscal year for each
sppropriatlons vitro mode and (y) you shall pay inoath•to-month rent it tbo taco set
forth in any such Schedule for each month or PO thereof that You fail to warn rho
Product as reguired herein, (ii f Upon any such iou-Appropriation, upon our requtst,
you w111'irovide, upon our rcquwt, an opinion of (ndcpekdcnt ocionscl 0.416 shall bo
sea roaably aa.eplable to vr), inform reasonably aeeeplable to us, confirming the Non-
Apprcpriati on aed providng re•a,o°ably cliff olent proof of suds Non-Apropriaeon.
(o) Pundtsg Intent. You teprastnt and warrant to ern that you preseatly Wend to
continuo thl4.Lcase Agrcerncnl and any Schedule hand ibr the attire term of sit
Sohetto sod to pay all rentals relating to such Schedule and to do all thtngi lawfully
within year power to obtain tired maintain funds from which to rentals and all olkt
payments awing undo suck Schedule m ay be
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made. ilco parries acknowledge that appropriation for Orals is a govcrnrea'td function
to which you cannot eonirseN ally commit yoursel f in !Onto and this Least Agree -neat
shall not constitute such a comvlliment. To the ment permitted by law, the paten of
ttitity in charge of preparing gout budget will include in rho budget request for each
&cal rear during the le'm o_ f inch Sctudul; rwpcttivcly, to this Lamb Agctmtat to
jiff' MIA egtml to the rentals (to be used for tiuch Testals) to become due in rush rsat
year, arrd wvitt use all retoneble.tied_ lawful weans available to secure the swopriation
of moaoy Ibc audr .fiscal yam' surfactant to pay ail motile coming dull-durlrg such I1uai
Year,
(d) Aulbuity end Authorization, (t) You.qpresent andyarranl to trs that (A) )wa UC
e SUN orpoliticel subditiiion oftSWo, stthose lime ate defined in Section 103 **the
Internal Rentals Coda; (8) you have the pOWCI rind euthorf_ty to enkr into ibis Lease
hgrec sent and sit Scbtdules to this Lease Agreement, (C) this Luso Agreement *ad ill
Sebodales to this Lrast Agtctment haw bra duly authorised, executed and delivered by
you tad tonwstitulo valid, legal and bbutding sgfuolertl(s) enrorptable ;pint you in
aec*rdatt with theft to ni; and {I)) no ftuther.tppruvai, content or withholding of
cbjeelions is required. Mont any goremaenttl aethodity with respect to this Laic
Agretrnegt or say Sc ulo (Obis Lease Agreement. (ii) Ifuad is ;he extent wired by
as, you mice to provide us with to opinion of kadepecdcnc .00u.aid (rvtw abed be
nt2rootbly acceptable to us) confirming the foregoing and other related inikitem in form
ut4 substuspe uceptable(o us, (iii) You agree to take all required actions and to file all
zeeeusry form s,irtrlant t?drmsf036-CiorE0313-GC.as applicable, to prcac en the
lax cxctnpl siattn of this Lasso Agreement lid all Schedules thereto. (iv) Vol! ogee la
provide 41_wiLb my other documcots that iye in ay reasoaabfy request in connection with
the foregoing arid this Lease A,_g-0V-gt•
(a) Assignment, You agree to acknowledge any o.nsigniaeat lo the Assignee in wicking,
if so iegnilod, and, if applicable, lo keep si canplelo and +oo ante record of ail welt
assignments In a manner that coripl4Ca with Scrtiion 149(a) of the Internal Rzvprnie Code
and tlurtgnlalloas promulgated thererr:der.
IN WITNESS WHEREOF, the parties have executed this Luse Agxccmeal as of tho dates set forth blow.
T Ili PERSON &IGNtNGT1li$LEASE AGaEgMKnroNDEI ALFOF-ruzCUSTOMERREPB WE
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