HomeMy WebLinkAboutRicoh Public Defenders OfficeRICOH
Product Schedule
Product Schedule Number:
Ricoh USA, Inc.
70 Valley Stream Parkway
Malvern, PA 19355
Master Lease Agreement Number:
This Product Schedule (this "Schedule") is between Ricoh USA, Inc. ("we" or "us") and MASON COUNTY
, as customer or Lessee ("Customer" or "you"). This Schedule constitutes a "Schedule," "Product
Schedule," or "Order Agreement," as applicable, under the (together with any amendments,
attachments and addenda thereto, the "Lease Agreement") identified above, between you and . All terms and conditions of
the Lease Agreement are incorporated into this Schedule and made a part hereof. If we are not the lessor under the Lease Agreement, then, solely for purposes of this
Schedule, we shall be deemed to be the lessor under the Lease Agreement. It is the intent of the parties that this Schedule be separately enforceable as a complete and
independent agreement, independent of all other Schedules to the Lease Agreement.
CUSTOMER INFORMATION
SON COUNTY .
Customer (Bill To) 1 ' ` �� OL)'v
PubCc Pinsc
411 N 5TH ST GGUNTY COi
Product Location Address
SHELTON
WA 98584-3466
City
County
State Zip
Billing Contact Telephone Number
(360)427-9670x598
Sonya Asche
Billing Contact Name ti
rrl A9On CO ULM- Ut PLII0 Cd
'1T T1 7mt r �. nl _n nff fl rn'k 1 T_ A
411 N 5TH ST ��.��.1 1 VV1I11111 LJ lJl Vl\1Jl\
Billing Address (f d4erentfrom location address)
SHELTON
WA 98584-3466
City
Billing Contact Facsimile Number
County
State Zip
Billing Contact E-Mail Address
saa@co.mason.wa.us
PRODUCT/EQUIPMENT DESCRIPTION ("Product")
Qty
Product
Description:
Make
&
Model
1
RICOH
MP2554SP
PAYMENT SCHEDULE
Minimum Term
(months)
60
Minimum Payment
(Without Tax)
$ 89.15
Qty
Product Description: Make & Model
Minimum Payment Billing Frequency
Monthly
Quarterly
Other: •
Advance Payment
1st Payment
1st & I2st Payment
Other:
Sales Tax Exempt: OYES (Attach Exemption Certificate) Customer Billing Reference Number (P.O. #, etc.)
Addendum(s) attached: ❑ YES (check if yes and indicate total number of pages: )
TERMS AND CONDITIONS
1 The first Payment will be due on the Effective Date. If the Lease Agreement uses the terms "Lease Payment" and "Commencement Date" rather than "Payment" and
"Effective Date," then, for purposes of this Schedule, the term "Payment" shall have the same meaning as "Lease Payment," and the term "Effective Date" shall have the
same meaning as "Commencement Date."
2 You, the undersigned Customer, have applied to us to rent the above -described Product for lawful commercial (non -consumer) purposes. THIS IS AN
UNCONDITIONAL, NON -CANCELABLE AGREEMENT FOR THE MINIMUM TERM INDICATED ABOVE, except as otherwise provided in any non -
appropriation provision of the Lease Agreement, if applicable. If we accept this Schedule, you agree to rent the above Product from us, and we agree to rent such Product
to you, on all the terms hereof, including the terms and conditions of the Lease Agreement. THIS WILL ACKNOWLEDGE THAT YOU HAVE READ AND
UNDERSTAND THIS SCHEDULE AND THE LEASE AGREEMENT AND HAVE RECEIVED A COPY OF THIS SCHEDULE AND THE LEASE
AGREEMENT. 30c1 1 -Pr
3 Additional Provisions (if any) are: SuJojtt4' L4-3 ` A M &SPo CAr (i`e- i-C a aired
(-3C u-SA czn-k-fad-- 8---c-rti-sce a ›ifr
U� THE PERSON SIGNING THIS SCHEDULE ON BEHALF OF THE CUSTOMER REPREtENTS THAT HE/SELti, HAS THE AUTHORITY TO DO SO.
CUSTOM
By: X
Authorized Signers re&
e5Printed Name: I err; \ie
Title: CC ttsi CneY , `7 [, (1' Date:
Accepted by: RICOH USA, INC.
By: X
Authorized Signer Signature
Printed Name:
Title: Date:
11/28/2016 14:26 PM
LSEADD PS 04.12
20827621
111 MtR 1111
Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd.
Page 1 of 1
ORDER AGREEMENT
Master
Maintenance
and
Sale
Agreement
Date:
Sale
Type
LEASE
:
BILL
TO
INFORMATION
Customer
Legal
Name:
MASON
COUNTY
Contact:
Asche,Sonya
-S
24
h
Address
Line
1:
10
\ 6+
Phone:
(360)427-9670x598
Address
Line
2: .Os
Puirj
lc Ogif-St
E-mail:
saa@co.mason.wa.us
City:
SHELTON
i.�'�.
�
ST
1 Zip:
WA/98584-3466
County:
MASON
Fax:
ADDITIONAL ORDER INFORMATION
Check All That Apply:
❑ Sales Tax Exempt (Attach Valid Exemption Certificate)
❑ PO Included PO#
❑ Syndication
IA Fixed Service Charge ❑ Add to Existing Service Contract #
❑ PS Service (Subject to and governed by separate Statement of Work)
❑ IT Service (Subject to and governed by separate Statement of Work)
This is an Order made pursuant to the terms and conditions of the above referenced Master Agreement(s) between Customer and Ricoh USA, Inc. The
signature below indicates that the customer accepts all terms and conditions of the applicable Master Agreement(s) for this sale, including by not limited
to the terms set forth in the Master Agreement(s) and any Exhibit A thereto all of which are incorporated herein by reference and made part of this Order.
Each party agrees that electronic signatures of the parties on this Order will have the same force and effect as manual signature. Ricoh may accept this
Order by either its signature or by commencing performance (e.g. Product delivery, initiating Services, etc.).
SERVICE
INFORMATION
Base
Billing
Frequency
Overage
Billing
Frequency
Service
Term
(Months)
60
Months
MONTHLY
MONTHLY
SHIP
TO
INFORMATION
Customer
Name:
COUNTY
OF
MASON
Contact:
Asche,Sonya
Address
Line
1:
41-1-N-5-T
T 4
D
Ni
1
54-
(360)427-9670x598
Address
Line
2:
C6b
ER
-tk-.'te..Phone:
City: SHELTON
E-mail:
saa@co.mason.wa.us
-t
ST
/ Zip:
WA/98584-3466
County:
MASON
Fax:
PRODUCT
INFORMATION
Product
Description
Qty
Service
Type
Allowance
(Per
Frequency)
B[V1/
Base Billing
B/W
Ovg
Allowance
(Per
Frequency)
Color
Base
Billing
Color
Ovg
Service
(Per Base
Billing
Base
Frequency
)
RICOH
MP2554SP
1
Gold
N/A
$0.0089
N/A
N/A
BASIC CONNECTIVITY / PS / IT SERVICES INFORMATION
BASIC CONNECTIVITY / PS / IT Services Description
TS NETWORK & SCAN CONNECT - SEG 2
Quantity
1
11/28/2016
Version # 5.16
mrantioinEnts
Page # 1 20827621
ORDER
TOTALS
Service
Type
Offerings:
Product
Total:
Gold:
Excludes
Includes
paper.
all
supplies
and
staples.
BASIC
CONNECTIVITY
/
Services:
PS
/
IT
Silver:
staples.
Includes
all
supplies.
Excludes
paper
and
Buyout..
Bronze:
staples
and
Parts
supplies.
and
labor
only.
Excludes
paper,
Grand
Total:
(Excludes
Tax)
Additional
Provisions:
f
,
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S
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-
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r
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ki-
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3c'. I
Accepted
by
Customer
Accepted:
Ricoh
USA, Inc.
Authorized
Signature:
NY
Authorized
Signature:
7
Printed
Name:
�' Y ()4.rer—Printed
Name:
Title:
m. e14
Lrti
re.
Title:
Date:
1
- Lilibi
Date:
11 /28/2016
Version # 5.16
III PertAgINEn MO 1111
Page # 2
20827621
RICOH
Master Lease Agreement
CUSTOMER INFORMATION
Ricoh USA, Inc.
70 Valley Stream Parkway
Malvern, PA 19355
Number:
Full
Legal
Name
MASON
COUNTY
Address
411
N
5TH
ST
sci
ry
eu
Dtc--__Lna:i—L �1 �y�
-a_
City
SHELTON
State
WA
Zip
98584-3466
Contact
Sonya
Asche
Telephone
(360)427-9670x598
Number
Federal
91-6001354
(Do
Not
Tax
ID
Insert
Number
Social
Security
Number)
Facsunile
Number
saa@co.mason.wa.us
E-mail
Address
ttot required for State and Local Government entities.
This Master Lease Agreement ("Lease Agreement") has been written in clear, easy to understand English. When we use the words "you", "your" or "Customer" in this
Lease Agreement, we mean you, our customer, as indicated above. When we use the words "we", "us" or "our" in this Lease Agreement, we mean Ricoh USA, Inc.
("Ricoh") or, if we assign this Lease Agreement or any Schedules executed in accordance with this Lease Agreement, pursuant to Section 13 below, the Assignee (as
defined below). Our corporate office is located at 70 Valley Stream Parkway, Malvern, PA 19355.
1. Agreement. We agree to lease or rent, as specified in any equipment schedule
executed by you and us and incorporating the terms of this Lease Agreement by
reference (a "Schedule"), to you, and you agree to lease or rent, as applicable, from us,
subject to the terms of this Lease Agreement and such Schedule, the personal and
intangible property descnbed in such Schedule. The personal and intangible property
described on a Schedule (together with all attachments, replacements, parts,
substitutions, additions, repairs, and accessories incorporated in or affixed to the
property and any license or subscription rights associated with the property) will be
collectively referred to as `Product." The manufacturer of the tangible Product shall be
referred to as the "Manufacturer." To the extent the Product includes intangible
property or associated services such as periodic software licenses and prepaid data base
subscription rights, such intangible property shall be referred to as the "Software."
2. Schedules; Delivery and Acceptance. Each Schedule that incorporates this Lease
Agreement shall be governed by the terms and conditions of this Lease Agreement, as
well as by the terms and conditions set forth in such individual Schedule Each
Schedule shall constitute a complete agreement separate and distinct from this Lease
Agreement and any other Schedule. In the event of a conflict between the terms of this
Lease Agreement and any Schedule, the terms of such Schedule shall govern and
control, but only with respect to the Product subject to such Schedule. The termination
of this Lease Agreement will not affect any Schedule executed prior to the effective date
of such termination. When you receive the Product, you agree to inspect it to determine
it is in good working order. Scheduled Payments (as specified in the applicable
Schedule) will begin on the Product delivery and acceptance date ("Effective Date").
You agree to sign and return to us a delivery and acceptance certificate (which, at our
request, may be done electronically) within three (3) business days after any Product is
installed.
3. Term; Payments. The first scheduled Payment (as specified in the applicable
Schedule) ("Payment") will be due on the Effective Date or such later date as we may
designate. The remaining Payments will be due on the same day of each subsequent
month, unless otherwise specified on the applicable Schedule. If any Payment or other
amount payable under any Schedule is not received within ten (10) days of its due date,
you will pay to us, in addition to that Payment, a one-time late charge of 5% of the
overdue Payment (but in no event greater than the maximum amount allowed by
applicable law). You also agree to pay all shipping and delivery costs associated with
the ownership or use of the Product, which amounts may be included in your Payment
or billed separately. You agree to pay $25.00 for each check returned for insufficient
funds or for any other reason You also agree that, except as set forth in Section 18
below, THIS IS AN UNCONDITIONAL, NON -CANCELABLE AGREEMENT FOR
THE MINIMUM TERM INDICATED ON ANY SCHEDULE TO THIS LEASE
AGREEMENT. All Payments to us are "net" and unconditional and are not subject to
set off, defense, counterclaim or reduction for any reason. You agree that you will
remit payments to us in the form of company checks (or personal checks in the case of
sole proprietorships), direct debit or wires only. You also
agree that cash and cash equivalents are not acceptable forms of payment for this Lease
Agreement or any Schedule and that you will not remit such forms of payment to us.
Payment in any other form may delay processing or be returned to you. Furthermore,
only you or your authorized agent as approved by us will remit payments to us.
4. Product Location; Use and Repair. You will keep and use the Product only at the
Product Location shown in the applicable Schedule. You will not move the
Product from the location specified in the applicable Schedule or make any alterations,
additions or replacements to the Product without our prior written consent, which
consent will not be unreasonably withheld. At your own cost and expense, you will keep
the Product eligible for any Manufacturer's certification as to maintenance and in
compliance with applicable laws and in good condition, except for ordinary wear and
tear. You shall engage Ricoh, its subsidiaries or affiliates, or an independent third party
(the "Servicer") to provide maintenance and support services pursuant to a separate
agreement for such purpose ("Maintenance Agreement"). All alterations, additions or
replacements will become part of the Product and our property at no cost or expense to
us. We may inspect the Product at any reasonable time.
5. Taxes and Fees. In addition to the payments under this Lease Agreement, you agree
to pay all taxes, assessments, fees and charges governmentally imposed upon our
purchase, ownership, possession, leasing, renting, operation, control or use of the
Product. If we are required to file and pay property tax, you agree, at our discretion, to
either: (a) reimburse us for all personal property and other similar taxes and
governmental charges associated with the ownership, possession or use of the Product
when billed by the jurisdictions; or (b) remit to us each billing period our estimate of the
pro -rated equivalent of such taxes and governmental charges. In the event that the billing
period sums include a separately stated estimate of personal property and other similar
taxes, you acknowledge and agree that such amount represents our estimate of such taxes
that will be payable with respect to the Product during the term of the applicable
Schedule. As compensation for our internal and external costs in the administration of
taxes related to each unit of Product, you agree to pay us a "Property Tax Administrative
Fee" in an amount not to exceed the greater of 10% of the invoiced property tax amount
or $10 each time such tax is invoiced during the term of the applicable Schedule, not to
exceed the maximum amount permitted by applicable law. The Property Tax
Administrative Fee, at our sole discretion, may be increased by an amount not exceeding
10% thereof for each subsequent year during the term of the applicable Schedule to
reflect our increased cost of administration and we will notify you of any such increase
by indicating such increased amount in the relevant invoice or in such other manner as
we may deem appropriate. If we are required to pay upfront sales or use tax and you opt
to pay such tax over the term of the lease and not as a lump sum at lease inception, then
you agree to pay us a "Sales Tax Administrative Fee" equal to 3.5% of the total tax due
per year. Sales and use tax, if applicable, will be charged until a valid sales and use tax
exemption certificate is provided to us.
MSTLSE MA 02.13
Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 1 of 4
11/28/2016 14:26 PM 20827621
6. Warranties. We transfer to you, without recourse, for the term of each Schedule, any
written warranties made by the Manufacturer or Software Supplier (as defined in
Section 10 of this Lease Agreement) with respect to the Product leased or rented
pursuant to such Schedule. YOU ACKNOWLEDGE THAT YOU HAVE SELECTED
THE PRODUCT BASED ON YOUR OWN JUDGMENT AND YOU HEREBY
AFFIRMATIVELY DISCLAIM RELIANCE ON ANY ORAL REPRESENTATION
CONCERNING THE PRODUCT MADE TO YOU. However, if you enter into a
Maintenance Agreement with Servicer with respect to any Product, no provision, clause
or paragraph of this Lease Agreement shall alter, restrict, diminish or waive the rights,
remedies or benefits that you may have against Servicer under such Maintenance
Agreement. WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO ANY
MA 1"1'ER WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRAN HES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. AS TO US AND OUR ASSIGNEE, YOU LEASE OR RENT THE
PRODUCT "AS -IS." The only warranties, express or implied, made to you are the
warranties (if any) made by the Manufacturer and/or Servicer to you in any documents,
other than this Lease Agreement, executed by and between the Manufacturer and/or
Servicer and you. YOU AGREE THAT, NOTWITHSTANDING ANYTHING TO THE
CONTRARY, WE ARE NOT RESPONSIBLE FOR, AND YOU WILL NOT MAKE
ANY CLAIM AGAINST US FOR, ANY CONSEQUENTIAL, SPECIAL, OR
INDIRECT DAMAGES.
7. Loss or Damage. You are responsible for any theft of, destruction of, or damage to
the Product (collectively, "Loss") from any cause at all, whether or not insured, from
the time of Product delivery to you until it is delivered to us at the end of the term of the
Schedule. You are required to make all Payments even if there is a Loss. You must
notify us in writing immediately of any Loss. Then, at our option, you will either (a)
repair the Product so that it is in good condition and working order, eligible for any
Manufacturer's certification, (b) pay us the amounts specified in Section 12 below, or
(c) replace the Product with equipment of like age and capacity 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 us harmless from all claims arising
out of the death or bodily injury of any person or the damage, loss or destruction of any
tangible property caused by or to the Product, except to the extent caused by our gross
negligence or willful misconduct. (b) You agree to maintain insurance to cover the
Product for all types of loss, including, without limitation, theft, in an amount not less
than the full replacement value and you will name us as an additional insured and loss
payee on your insurance policy. In addition, you agree to maintain comprehensive
public liability insurance, which, upon our request, shall be in an amount acceptable to
us and shall name us as an additional insured. Such insurance will provide that we will
be given thirty (30) days advance notice of any cancellation. Upon our request, you
agree to provide us with evidence of such insurance in a form reasonably satisfactory to
us. If you fail to maintain such insurance or to provide us with evidence of such
insurance, we may (but are not obligated to) obtain insurance in such amounts and
against such risks as we deem necessary to protect our interest in the Product. Such
insurance obtained by us will not insure you against any claim, liability or loss related
to your interest in the Product and may be cancelled by us at any time. You agree to
pay us an additional amount each month to reimburse us for the insurance premium and
an administrative fee, on which we or our affiliates may earn a profit. In the event of
loss or damage to the Product, you agree to remain responsible for the Payment
obligations under this Lease Agreement until the Payment obligations are fully satisfied.
9. Title; Recording. We are the owner of and will hold title to the Product (except for
any Software). You will keep the Product free of all liens and encumbrances. Except as
reflected on any Schedule, you agree that this Lease Agreement is a true lease.
However, if any Schedule is deemed to be intended for security, you hereby grant to us
a purchase money security interest in the Product covered by the applicable Schedule
(including any replacements, substitutions, additions, attachments and proceeds) as
security for the payment of the amounts under each Schedule. You authorize us to file a
copy of this Lease Agreement and/or any Schedule as a financing statement, and you
agree to promptly execute and deliver to us any financing statements covering the
Product that we may reasonably require; provided, however, that you hereby authorize
us to file any such financing statement without your authentication to the extent
permitted by applicable law.
10. Software or Intangibles. To the extent that the Product includes Software, you
understand and agree that we have no right, title or interest in the Software, and you
will comply throughout the term of this Lease Agreement with any license and/or other
agreement ("Software License") entered into with the supplier of
the Software ("Software Supplier"). You are responsible for entering into any Software
License with the Software Supplier no later than the Effective Date.
11. Default. Each of the following is a "Default" under this Lease Agreement and all
Schedules: (a) you fail to pay any Payment or any other amount within thirty (30) days of
its due date, (b) any representation or warranty made by you in this Lease Agreement is
false or incorrect and/or you do not perform any of your other obligations under this
Lease Agreement or any Schedule and/or under any other agreement with us or with any
of our affiliates and this failure continues for thirty (30) days after we have notified you
of it, (c) a petition is filed by or against you or any guarantor under any bankruptcy or
insolvency law or a trustee, receiver or liquidator is appointed for you, any guarantor or
any substantial part of your assets, (d) you or any guarantor makes an assignment for the
benefit of creditors, (e) any guarantor dies, stops doing business as a going concern or
transfers all or substantially all of such guarantor's assets, or (f) you stop doing business
as a going concern or transfer all or substantially all of your assets.
12. Remedies. If a Default occurs, we may do one or more of the following: (a) we may
cancel or terminate this Lease Agreement and/or any or all Schedules, and/or any or all
other agreements that we have entered into with you; (b) we may require you to
immediately pay to us, as compensation for loss of our bargain and not as a penalty, a
sum equal to: (i) all past due Payments and all other amounts then due and payable under
this Lease Agreement or any Schedule; and (ii) the present value of all unpaid Payments
for the remainder of the term of each Schedule plus the present value of our anticipated
value of the Product at the end of the initial term of any Schedule (or any renewal of such
Schedule), each discounted at a rate equal to 3% per year to the date of default, and we
may charge you interest on all amounts due us from the date of default until paid at the
rate of 1.5% per month, but in no event more than the maximum rate permitted by
applicable law. We agree to apply the net proceeds (as specified below in this Section) of
any disposition of the Product to the amounts that you owe us; (c) we may require you to
deliver the Product to us as set forth in Section 14; (d) we or our representative may
peacefully repossess the Product without court order and you will not make any claims
against us for damages or trespass or any other reason; (e) we may exercise any and all
other rights or remedies available to a lender, secured party or lessor under the Uniform
Commercial Code ("UCC"), including, without limitation, those set forth in Article 2A
of the UCC, and at law or in equity; (f) we may immediately terminate your right to use
the Software including the disabling (on -site or by remote communication) of any
Software; (g) we may demand the immediate return and obtain possession of the
Software and re -license the Software at a public or private sale; (h) we may cause the
Software Supplier to terminate the Software License, support and other services under
the Software License, and/or (i) at our option, we may sell, re -lease, or otherwise dispose
of the Product under such terms and conditions as may be acceptable to us in our
discretion. You agree to pay all of our costs of enforcing our rights against you,
including reasonable attorneys' fees, and all costs related to the sale or disposition of the
Product including, without limitation, incidental damages expended in the repossession,
repair, preparation, and advertisement for sale or lease or other disposition of the
Product. If we take possession of the Product (or any Software, if applicable), we may
sell or otherwise dispose of it with or without notice, at a public or private disposition,
and to apply the net proceeds (after we have deducted all costs, including reasonable
attorneys' fees) to the amounts that you owe us. You agree that, if notice of sale is
required by law to be given, five (5) days notice shall constitute reasonable notice. You
will remain responsible for any deficiency that is due after we have applied any such net
proceeds.
13. Ownership of Product; Assignment. YOU HAVE NO RIGHT TO SELL,
TRANSFER, ENCUMBER, SUBLET OR ASSIGN THE PRODUCT OR THIS LEASE
AGREEMENT OR ANY SCHEDULE WITHOUT OUR PRIOR WRITTEN CONSENT
(which consent shall not be unreasonably withheld). You agree that we may sell or
assign all or a portion of our interests in the Product and/or this Lease Agreement or any
Schedule without notice to you even if less than all the Payments have been assigned. In
that event, the assignee (the "Assignee') will have such rights as we assign to them but
none of our obligations (we will keep those obligations) and the rights of the Assignee
will not be subject to any claims, defenses or set offs that you may have against us. No
assignment to an Assignee will release Ricoh from any obligations Ricoh may have to
you hereunder. The Maintenance Agreement you have entered into with a Servicer will
remain in full force and effect with Servicer and will not be affected by any such
assignment. You acknowledge that the Assignee did not manufacture or design the
Product and that you have selected the Manufacturer, Servicer and the Product based on
your own judgment.
MSTLSE MA 02.13 Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd.
11/28/2016 14:26 PM
20827621
Page 2 of 4
14. Renewal; Return of Product. AFTER THE MINIMUM TERM OR ANY
EXTENSION OF ANY SCHEDULE TO THIS LEASE AGREEMENT, SUCH
SCHEDULE WILL AUTOMATICALLY RENEW ON A MONTH -TO -MONTH
BASIS UNLESS EITHER PARTY NOTIFIES THE OTHER IN WRITING AT LEAST
THIRTY (30) DAYS, BUT NOT MORE THAN ONE HUNDRED TWENTY (120)
DAYS, PRIOR TO THE EXPIRATION OF THE MI NTMUM TERM OR
EXTENSION OF SUCH SCHEDULE; PROVIDED, HOWEVER, THAT AT ANY
TIME DURING ANY MONTH -TO -MONTH RENEWAL, WE HAVE THE RIGHT,
UPON THIRTY (30) DAYS NOTICE, TO DEMAND THAT YOU RETURN THE
PRODUCT TO US IN ACCORDANCE WITH THE TERMS OF THIS SECTION 14.
Notwithstanding the foregoing, nothing herein is intended to provide, nor shall be
interpreted as providing, (a) you with a legally enforceable option to extend or renew
the terms of this Lease Agreement or any Schedule, or (b) us with a legally enforceable
option to compel any such extension or renewal. At the end of or upon termination of
each Schedule, you will immediately return the Product subject to such expired
Schedule to us (or our designee), to the location designated by us, in as good condition
as when you received it, except for ordinary wear and tear. You will bear all shippmg,
de -installing, and crating expenses of the Product and will insure the Product for its full
replacement value during shipping. You must pay additional monthly Payments at the
same rate as then in effect under a Schedule, until the Product is returned by you and is
received in good condition and working order by us or our designees. Notwithstanding
anything to the contrary set forth in this Lease Agreement, the parties acknowledge and
agree that we shall have no obligation to remove, delete, preserve, maintain or
otherwise safeguard any information, images or content retained by or resident in any
Products Ieased by you hereunder, whether through a digital storage device, hard drive
or other electronic medium ("Data Management Services") If desired, you may engage
Ricoh to perform Data Management Services at then -prevailing rates. You
acknowledge that you are responsible for ensuring your own compliance with legal
requirements in connection with data retention and protection and that we do not
provide legal advice or represent that the Products will guarantee compliance with such
requirements. The selection, use and design of any Data Management Services, and
any decisions arising with respect to the deletion or storage of data, as well as the loss
of any data resulting therefrom, shall be your sole and exclusive responsibility.
15 Miscellaneous. It is the intent of the parties that this Lease Agreement and any
Schedule shall be deemed and constitute a "finance lease" as defined under and
governed by Article 2A of the UCC. ORAL AGREEMENTS OR COMMITMENTS
TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING
REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW
SUCH DEBT ARE NOT ENFORCEABLE. YOU AGREE THAT THE TERMS AND
CONDITIONS CONTAINED IN THIS LEASE AGREEMENT AND IN EACH
SCHEDULE MAKE UP THE ENTIRE AGREEMENT BETWEEN US REGARDING
THE LEASING OR RENTAL OF THE PRODUCT AND SUPERSEDE ALL PRIOR
WRITTEN OR ORAL COMMUNICATIONS, UNDERSTANDINGS OR
AGREEMENTS BETWEEN THE PARTIES RELATING TO THE SUBJECT
MATTER CONTAINED HEREIN, INCLUDING, WITHOUT LIMITATION,
PURCHASE ORDERS. Any purchase order, or other ordering documents, will not
modify or affect this Lease Agreement or any Schedule, nor have any other legal effect
and shall serve only the purpose of identifying the equipment ordered. You authorize us
to supply any missing "configure to order" number ("CTO"), other equipment
identification numbers (including, without limitation, serial numbers),
agreement/schedule identification numbers and/or dates in this Lease Agreement or any
Schedule. You acknowledge that you have not been induced to enter into this Lease
Agreement by any representation or warranty not expressly set forth in this Lease
Agreement. Neither this Lease Agreement nor any Schedule is binding on us until we
sign it. Any change in any of the terms and conditions of this Lease Agreement or any
Schedule must be in writing and signed by us. If we delay or fail to enforce any of its
rights under this Lease Agreement with respect to any or all Schedules, we will still be
able to enforce those rights at a later time. All notices shall be given in writing and sent
either (a) by certified mail or recognized overnight delivery service, postage prepaid,
addressed to the party receiving the notice at the address shown on the front of this
Lease Agreement, or (b) by facsimile transmission, with oral confirmation, to the
facsimile number shown below such party's signature on this Lease Agreement. Either
party may change its address or facsimile number by giving written notice of such
change to the other party. Notices shall be effective on the date sent. Each of our
respective rights and indemnities will survive the termination of this Lease Agreement
and each Schedule. If more than one customer has signed this Lease Agreement or any
Schedule, each customer
agrees that its liability is joint and several. It is the express intent of the parties not to
violate any applicable usury laws or to exceed the maximum amount of time price
differential or interest, as applicable, permitted to be charged or collected by applicable
law, and any such excess payment will be applied to payments in the order of maturity,
and any remaining excess will be refunded to you. We make no representation or
warranty of any kind, express or implied, with respect to the legal, tax or accounting
treatment of this Lease Agreement and any Schedule and you acknowledge that we are
an independent contractor and not your fiduciary. You will obtain your own legal, tax
and accounting advice related to this Lease Agreement or any Schedule and make your
own determination of the proper accounting treatment of this Lease Agreement or any
Schedule. We may receive compensation from the Manufacturer or supplier of the
Product in order to enable us to reduce the cost of leasing or renting the Product to you
under this Lease Agreement or any Schedule below what we otherwise would charge. If
we received such compensation, the reduction in the cost of leasing or renting the
Product is reflected in the Minimum Payment specified in the applicable Schedule. You
authorize us, our agent and/or our Assignee to obtain credit reports and make credit
inquiries regarding you and your financial condition and to provide your information,
including payment history, to our Assignee and third parties having an economic interest
in this Lease Agreement, any Schedule or the Product. You agree to provide updated
annual and/or quarterly financial statements to us upon request.
16. Governing Law; Jurisdiction; Waiver of Trial By Jury and Certain Rights and
Remedies Under The Uniform Commercial Code. YOU AGREE THAT THIS
LEASE AGREEMENT AND ANY SCHEDULE WILL BE GOVERNED UNDER THE
LAW FOR THE COMMONWEALTH OF PENNSYLVANIA. YOU ALSO CONSENT
TO THE VENUE AND NON-EXCLUSIVE JURISDICTION OF ANY COURT
LOCATED IN EACH OF THE COMMONWEALTH OF PENNSYLVANIA AND THE
STATE WHERE YOUR PRINCIPAL PLACE OF BUSINESS OR RESIDENCE IS
LOCATED TO RESOLVE ANY CONFLICT UNDER THIS LEASE AGREEMENT.
THE PAR llhS TO THIS LEASE AGREEMENT EACH WAIVE THE RIGHT TO
TRIAL BY JURY IN THE EVENT OF A LAWSUIT. TO THE EXTENT PERMITTED
BY APPLICABLE LAW, YOU WAIVE ANY AND ALL RIGHTS AND REMEDIES
CONFERRED UPON A CUSTOMER OR LESSEE BY ARTICLE 2A OF THE UCC
THAT YOU MAY HAVE AGAINST US (BUT NOT AGAINST THE
MANUFACTURER OF THE PRODUCT). TO HELP THE GOVERNMENT FIGHT
THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES,
FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN,
VERIFY AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO
OPENS AN ACCOUNT. WHAT THIS MEANS FOR YOU: WHEN YOU OPEN AN
ACCOUNT, WE WILL ASK FOR YOUR NAME, ADDRESS AND OTHER
INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU. WE MAY ASK TO
SEE IDENTIFYING DOCUMENTS.
17. Counterparts; Facsimiles. Each Schedule may be executed in counterparts. The
counterpart which has our original signature and/or is in our possession or control shall
constitute chattel paper as that term is defined in the UCC and shall constitute the
original agreement for all purposes, including, without limitation, (a) any hearing, trial
or proceeding with respect to such Schedule, and (b) any determination as to which
version of such Schedule constitutes the single true original item of chattel paper under
the UCC If you sign and transmit a Schedule to us by facsimile or other electronic
transmission, the facsimile or such electronic transmission of such Schedule, upon
execution by us (manually or electronically, as applicable), shall be binding upon the
parties. You agree that the facsimile or other electronic transmission of a Schedule
containing your facsimile or other electronically transmitted signature, which is manually
or electronically signed by us, shall constitute the original agreement for all purposes,
including, without limitation, those outlined above in this Section. You agree to deliver
to us upon our request the counterpart of such Schedule containing your original manual
signature.
18. State and Local Government Provisions. If the Customer is a State or political
subdivision of a State, as those terms are defined in Section 103 of the Internal Revenue
Code, the following additional terms and conditions shall apply:
(a) Essentiality. During the term of this Lease Agreement and any Schedule, the Product
will be used solely for the purpose of performing one or more governmental or
proprietary functions consistent with the permissible scope of your authority. You
represent and warrant that the use of the Product is essential to performing such
governmental or proprietary functions.
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(b) Non-Appropriation/Non-Substitution. (i) If all of the following shall occur: (A)
your governing body fails to appropriate sufficient monies in any fiscal period for
rentals and other payments coming due under a Schedule to this Lease Agreement in
the next succeeding fiscal period for any equipment which will perform services and
functions which in whole or in part are essentially the same services and functions
performed by the Product covered by any such Schedule, (B) other funds are not
available for such payments, and (C) the non -appropriation of funds did not result from
any act or failure to act on your part, then a "Non -Appropriation" shall be deemed to
have occurred. (ii) If a Non -Appropriation occurs, then: (A) you must give us
immediate notice of such Non -Appropriation and provide written notice of such failure
by your governing body at least sixty (60) days prior to the end of the then current fiscal
year or if Non -Appropriation has not occurred by such date, immediately upon Non -
Appropriation, (B) no later than the last day of the fiscal year for which appropriations
were made for the rental due under any Schedule to this Lease Agreement (the "Return
Date"), you shall return to us all, but not less than all, of the Product covered by such
Schedule to this Lease Agreement, at your sole expense, in accordance with the terms
hereof; and (C) any Schedule to this Lease Agreement shall terminate on the Return
Date without penalty or expense to you and you shall not be obligated to pay the rentals
beyond such fiscal year, provided that (x) you shall pay any and all rentals and other
payments due up through the end of the last day of the fiscal year for which
appropriations were made and (y) you shall pay month -to -month rent at the rate set
forth in any such Schedule for each month or part thereof that you fail to return the
Product as required herein. (iii) Upon any such Non -Appropriation, upon our request,
you will provide, upon our request, an opinion of independent counsel (who shall be
reasonably acceptable to us), in form reasonably acceptable to us, confirming the Non -
Appropriation and providing reasonably sufficient proof of such Non -Appropriation.
(c) Funding Intent. You represent and warrant to us that you presently intend to
continue this Lease Agreement and any Schedule hereto for the entire term of such
Schedule and to pay all rentals relating to such Schedule and to do all things lawfully
within your power to obtain and maintain funds from which the rentals and all other
payments owing under such Schedule may be
made. The parties acknowledge that appropriation for rentals is a governmental function
to which you cannot contractually commit yourself in advance and this Lease Agreement
shall not constitute such a commitment. To the extent permitted by law, the person or
entity in charge of preparing your budget will include in the budget request for each
fiscal year during the term of each Schedule, respectively, to this Lease Agreement an
amount equal to the rentals (to be used for such rentals) to become due in such fiscal
year, and will use all reasonable and lawful means available to secure the appropriation
of money for such fiscal year sufficient to pay all rentals coming due during such fiscal
year.
(d) Authority and Authorization. (i) You represent and warrant to us that: (A) you are
a State or political subdivision of a State, as those terms are defined in Section 103 of the
Internal Revenue Code; (B) you have the power and authority to enter into this Lease
Agreement and all Schedules to this Lease Agreement; (C) this Lease Agreement and all
Schedules to this Lease Agreement have been duly authorized, executed and delivered by
you and constitute valid, legal and binding agreement(s) enforceable against you in
accordance with their terms; and (D) no further approval, consent or withholding of
objections is required from any governmental authority with respect to this Lease
Agreement or any Schedule to this Lease Agreement. (ii) If and to the extent required by
us, you agree to provide us with an opinion of independent counsel (who shall be
reasonably acceptable to us) confirming the foregoing and other related matters, in form
and substance acceptable to us. (iii) You agree to take all required actions and to file all
necessary forms, including IRS Forms 8038-G or 8038-GC, as applicable, to preserve the
tax exempt status of this Lease Agreement and all Schedules thereto. (iv) You agree to
provide us with any other documents that we may reasonably request in connection with
the foregoing and this Lease Agreement.
(e) Assignment. You agree to acknowledge any assignment to the Assignee in writing,
if so requested, and, if applicable, to keep a complete and accurate record of all such
assignments in a manner that complies with Section 149(a) of the Internal Revenue Code
and the regulations promulgated thereunder.
IN WITNESS WHEREOF, the parties have executed this Lease Agreement as of the dates set forth below.
THE PERSON SIGNING THIS LEASE AGREEMENT ON BEHALF OF 'TIE CUSTOMER REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO DO SO.
CUSTO R
By: X Authorized Signer qi iatt e
Printed me: �? ' .f
rio
Title:
Facsimile Number:.
Authorized Signer Signature
Printed Name:
Title:
Facsimile Number:
MSTLSE MA 02.13
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Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd.
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