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HomeMy WebLinkAbout26691 Richo Business /���y INDIANA RETAIL TAXI EXEMPT PAGE ' • 1\ _it y ® Carmel rmel CERTIFICATE NO.0031261,45 002 0 \ b• y u \L/lVS w�a `�\ PURCHASE ORDER NUMBER FEDERAL EXCISE TAX EXEMF^T l // 35-60000972 �\ // 1 l.4/ ONE CIVIC SQUARE THIS NUMBER MUST APPEAR ON INVOICES,NP CARMEL, INDIANA 46032-2584 .VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHiRPING LABELS AND ANY CORRESPONDENCE. FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL- 1997 PURCHASE ORDER DATE DATE REQUIRED - REQUISITION NO. VENDOR NO. DESCRIPTION I +1\q Nrc4?S Y N4'N�c J VENDOR VZ 5 SHIP r, 0 /r i o, ,/t_() 4e J4rC'�lr _TjKII ����6',�' 7 �/�e z CONFIRMATION BLANKET CONTRACT PAYMENT TERMS FREIGHT QUANTITY UNIT OF MEASURE I DESCRIPTION UNIT PRICE EXTENSION Ctraits(07.(1611 iebs-- e ._.) e5 0- Po F ©Ac) - --- A 4 1% ... r.... .„, __ ft - 0 Send Invoice To: �\ I {�" "�� `' pal' N (utv h`Pi'o . PLEASE INVOICE IN DUPLICATE S ( 24 DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT 30 �3C),,, l/�)(I PAYMENT ,------,• NP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE PO. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE.PROPE9.SWORN AFFIDAVIT ATTACHED. SHIPPING INSTRUCTIONS • I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN • SHIP REPAID. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. •C.O.D.SHIPMENTS CANNOT BE ACCEPTED. I� •PURCHASE ORDER NUMBER MUST APPEAR ON ALL ORDERED BY I\ SHIPPING LABELS. I ///111 •THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99.ACTS 1945 TITLE 1 A r t ND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. 2 6 6 9 1 CLERK-TREASURER • DOCUMENT CONTROL NO. OFFICE COPY T._ ...— ���P a Quote: 771677 ORDER AGREEMENT RICOH BUSINESS SOLUTIONS DATE:2/22/2011 (TYPE OF SALE:FMV AGREEMENT CONSISTS OF THIS PAGE AND THE TERMS AND CONDITIONS ATTACHED - SHIP TO BILL TO Salesrep Name and Number:Andrea Immel 22023068 Salesrep Name and Number:Andrea Immel 22023068 Install Branch Number: Install Branch Name: Order Taking Branch Number: Order Taking Branch Name: Account Number: Account Number: Customer Name:Carmel City Court Customer Name:City of Carmel Address Linet: 1 Civic Square Address Line1:Carmel City Court Address Line2: Address Line2: 1 Civic Square City:Carmel City: Carmel County:Hamilton I ST/ZIP: IN/46032 County:Hamilton Contact: Kim Rott y ST/ZIP:IN/46032 Contact:Kim Rott Phone/Fax:(317)571-2440/ email: Phone/Fax:(317)571-2440/ email: 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 60 01 Meter Frequency Bill Frequency Lease Service Monthly Minimum Meter Quarterly Monthly Included in Lease 0 Product ID Description RMPC400SR Aficio MP C4005R Quantity 415180 MP C400SR ff. 1 415752 FAC50 Cabinet 1 414002 Data Overwrite Security Unit Type H 1 SVC-SILVER Labor, Parts, Black Toner, Color Toner Toner Included: Inclusive BLACK AND WHITE COPY CHARGE OF$0.0137 IN EXCESS OF 5000.0 PER QUARTER COLOR COPY CHARGE OF$0.09 IN EXCESS OF 0.0 PER QUARTER. 415126 Fax Option Type C400 1 415122 Paper Feed Unit PB1010 1 SHIPPING Shipping/Handling HANDLING ZBZ Program 1 Message Sales Sub Total Service Sub 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. 1 iCustomer Copy Rev. 09/10 P . t Cr� fa 7 • T' yr -.¢te'''ll .a ' ' ..,> k,_,,. Quote: 771677 ORDER AGREEMENT RICOH BUSINESS SOLUTIONS LEASE PAYMENT SCHEDULE Number of Payments 60 Payment Frequency Payment Amount Monthly Plus Tax $0 $168.32 Contract Term 60 $0.00 Total Payment Amount $168.32 End of Lease Option Advance Payment Amount Fair Market Value $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 OR ORAL 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.THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY. / • Accepted: Customer Name: / RICOH AMERICAS CORPORATION City of Carmel 5 DEDRICK PLACE WEST C• DWELL,NJ 07006 T� By. Gam' r, "'i [I _ n� 1 11410c Ir die:10 niTh Pri •ame: .,_)(kA c Date Accepted: 12:), tan `-' % Pot AG+e y uelter kS e- Date Signed: 3/ tom/6i .21a73/71 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¢¢¢Y J}}}RRRY.THI UARANTY WILL BE G RNED BY THE LAWS OF THE STATE OF NEW JERSEY. Person yf:4' Person : By: `'l (Individually) By: (Individually) Address: `j/�sj, � Addres�• rho Social Security Number!'" Social Security Number. Date of Birth(MM/DD/YYYY): Date of Birth(MM/DD/YYYY): ' Witness: Witness: fit 41AI / 4 , 2e-12,-Lt / ' r /--321 2jCustomer Copy Rev. 09/10 " E1111 Quote: 771677 ORDER AGREEMENT RICOH BUSINESS SOLUTIONS GENERAL TERMS AND CONDITIONS 1. Orders. Customer may acquire products and maintenance services from Ricoh Americas Corporation ("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 and provided further that in the event that the Lease Agreement is assigned to a third party Lessor,the Lessor shall not be obligated to perform any of Ricoh's obligations under the General Terms and Conditions or Maintenance Terms and Conditions. 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 in an amount not to exceed twelve percent(12%). 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 Lessors 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. NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER(OR TO ANY PERSON OR ENTITY CLAIMING THROUGH SUCH PARTY)FOR LOST PROFITS, LOSS OF REVENUE, OR FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY MANNER CONNECTED WITH THIS AGREEMENT OR ANY ORDER,OR THE SUBJECT MATTER HEREOF,REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT SUCH PARTY HAS BEEN INFORMED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED,THE POSSIBILITY OF SUCH DAMAGES. THE AMOUNT OF ANY LIABILITY OF RICOH TO CUSTOMER OR ANY THIRD PARTY, FOR ONE OR MORE CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT PAID TO RICOH FOR THE PROVISION OF PRODUCTS AND THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT DURING THE ONE-YEAR PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE. 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. 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.Except as otherwise provided in Section 5 of the General Terms and Conditions,Ricoh agrees to indemnify and hold Customer harmless from and against any loss, cost, damage,claim, expense,or liability as a result of injury or death of any person or damage to any personal property of Customer which such personal injury or damage arises out of or In connection with the sole negligence of Ricoh or its employees in the performance of this Agreement, provided Ricoh receives prompt written notice of such personal injury or damage,and provided further that Ricoh shall have the sole control of the defense of any such action and all negotiations for its settlement or compromise. 6. Term and Termination.This maintenance agreement shall extend for a period of one(1)year from its commencement date and shalt 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 3 Customer Copy Rev. 09/10 HQuote: 771677 ORDER AGREEMENT • RICOH BUSINESS SOLUTIONS 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 informatfon.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 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. 12.Data Management Services.Notwithstanding anything to the contrary set forth in this Agreement,the parties acknowledge and agree that Ricoh shall have no obligation to remove, delete, preserve, maintain or otherwise safeguard any information, images or content retained by or resident in any Products serviced and maintained by Ricoh, whether through a digital storage device, hard drive or other electronic medium ("Data Management Services"). If desired, Customer may engage Ricoh to perform Data Management Services at then-prevailing rates.Customer acknowledges that Customer is responsible for ensuring its own compliance with legal requirements in connection with data retention and protection and that Ricoh does not provide legal advice or represent that the Products and Services 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 the sole and exclusive responsibility of Customer. • 4jCustomer Copy Rev. 09/10 Fo �� ° y Quote: 771677 t LEASE AGREEMENT • . RICOH BUSINESS SOLUTIONS TO OUR VALUED CUSTOMER:This Lease Agreement(tease)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 to this Agreement indicated at the bottom below.Wien 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 which LIABLE FOR ANY DELAYS IN MAKING DELIVERIES OR REPAIRS NOR IN ANY we lease to you the equipment described in the Order Agreement dated EVENT FOR SPECIAL,RESULTING OR CONSEQUENTIAL DAMAGES OR LOSS 2/22/2011 OF PROFIT OCCASIONED BY ANY BREACH OF WARRANTY OR 2. TERM AND LEASE. This Lease Agreement shall become effective upon REPRESENTATION OR RESULTING FROM THE USE OR PERFORMANCE OF acceptance and execution by Lessor and shall remain effective at least until the THE EQUIPMENT.CUSTOMER'S OBLIGATION TO PAY IN FULL ANY AMOUNT expiration of the Term of the Order Agreement hereunder. DUE UNDER A ORDER AGREEMENT WILL NOT BE AFFECTED BY ANY This Lease is effective on the date that it is accepted and signed by Lessor, DISPUTE, CLAIM, COUNTERCLAIM, DEFENSE OR OTHER RIGHT WHICH and the term of this Lease begins on that date or any later date that Lessor CUSTOMER MAY HAVE OR ASSERT AGAINST RICOH. .designates (the "Commencement Date") and continues for the term stated in the IN THE EVENT THE PERIODIC PAYMENTS UNDER AN ORDER AGREEMENT Order Agreement. You authorize us to insert or correct missing information In the INCLUDES THE COST OF MAINTENANCE AND/OR SERVICE BEING PROVIDED Order Agreement, including your proper legal name, serial numbers and any other . BY RICOH, CUSTOMER ACKNOWLEDGES THAT, IF THAT ORDER information describing the Equipment.You further authorize us to adjust the Lease AGREEMENT IS ASSIGNED, THE ASSIGNEE LESSOR IS NOT RESPONSIBLE Payments by not more than 15%to reflect any reconfiguration of the Equipment or FOR PROVIDING SUCH MAINTENANCE AND/OR SERVICE FOR THE adjustments to reflect applicable taxes. As Customer will have possession of the EQUIPMENT. CUSTOMER WILL MAKE ALL CLAIMS FOR MAINTENANCE Equipment from the date of its delivery, if Lessor accepts and signs the Order AND/OR SERVICE SOLELY AGAINST RICOH AND SUCH CLAIMS WILL NOT Agreement, Customer will pay Lessor interim rent for the period from the date the AFFECT CUSTOMER'S OBLIGATION TO MAKE ALL PERIODIC PAYMENTS Equipment is delivered to Customer and the Commencement Date, as reasonably UNDER SUCH ORDER AGREEMENT TO THE ASSIGNEE LESSOR. calculated by Lessor based on the Lease Payment, the number of days in that (b)Use,Maintenance and Repair Customer is required,at its own cost and period,and a month of 30 days: expense, to arrange to keep the Equipment in good repair, condition and working Lease Payments will be due as invoiced until the balance of the Lease order,except for ordinary wear and tear.All replacement parts used or installed and Payments and any additional Lease Payments or expenses chargeable to Customer repairs made to the Equipment will become Lessor's property. Customer may,with under the Order Agreement are paid in full. THIS LEASE AGREEMENT AND ALL Lessor's prior written consent, make modifications to the Equipment; provided such ORDER AGREEMENTS ARE NON-CANCELLABLE BY CUSTOMER. modifications do not reduce the value or usefulness of the Equipment or result in the CUSTOMER'S OBLIGATION TO PAY THE LEASE PAYMENTS IS ABSOLUTE. loss of any warranty or any certification necessary for the maintenance of the AND UNCONDITIONAL AND IS NOT SUBJECT TO CANCELLATION, Equipment and such modifications must be easily removable without causing REDUCTION, SETOFF OR COUNTERCLAIM. All payments shall be made to damage to the Equipment. Before returning the Equipment, Customer agrees to Lessor at the address indicated by Lessor in writing. remove such modifications and restore the Equipment to its original condition. If 3. REPAIR AND MAINTENANCE. {f the Order Agreement includes repair and Customer fails to remove such modifications, Lessor is deemed the owner of such maintenance services, such services shall be provided pursuant to the General modifications. Terms and Conditions and the Maintenance Terms and Conditions as set forth in the (c)Maintenance and Additional Copy Charge Administration: Customer Order Agreement between Customer.and Ricoh. acknowledges that Lessor, purely as an administrative convenience to Customer 4. TITLE, PERSONAL PROPERTY, LOCATION AND INSPECTION. Unless and Ricoh, may bill, collect and otherwise administer Maintenance Payments on Customer has been granted a$1.00 purchase option, Lessor owns the Equipment. Ricoh's behalf and agrees that Lessor has no liability or responsibility for the Customer has the right to lease the Equipment for the full Lease Term provided the performance thereof. Customer complies with the terms and conditions of the Order Agreement and this (d)These Terms and Conditions of Lease are the only terms and conditions Lease Agreement, For all purposes under the Order Agreement and this Lease goveming the Lease of the Equipment by Customer and no other agreements Agreement, the Equipment is and shall remain personal property even though the between Ricoh and Customer will have any effect upon, or otherwise affect, the Equipment may become attached to any real estate. Customer agrees not to permit terms and conditions of this Lease Agreement. a lien to be placed upon the Equipment or to remove the Equipment from its place of 6. REDELIVERY AND RENEWAL. Upon at least sixty (60) days and not more installation without Lessor's prior written consent, which consent shall not be than one hundred twenty(120)days written notice to Lessor prior to the expiration of unreasonably withheld. If Lessor deems it reasonably necessary, Customer agrees the initial Term or any Renewal Term of the applicable Order Agreement,Customer to provide Lessor with waivers and interest of liens, from anyone claiming any at its option may (i) renew the Order Agreement for an additional term of at least interest in the real estate on which any item of Equipment is located.Lessor also has twelve(12)months;(ii)exercise any applicable purchase option as specified in the the right,at reasonable times,to inspect the Equipment. applicable Order Agreement; or (iii) return the Equipment, freight and insurance 5. ASSIGNMENT. WITHOUT OUR PRIOR WRITTEN CONSENT, WHICH prepaid, to Lessor in good repair, condition and working order, ordinary wear and CONSENT SHALL NOT BE UNREASONABLY WITHHELD WITH US ACTING AS A tear excepted,in a manner and to a location designated by Lessor. If Customer fails COMMERCIALLY REASONABLE AND PRUDENT LESSOR GIVEN ALL OF THE to notify Lessor or having notified Lessor, Customer fails to retum the Equipment or FACTS AND CIRCUMSTANCES THEN KNOWN TO US,CUSTOMER SHALL NOT exercise one of its other options provided herein, the applicable Order Agreement (i) ASSIGN, TRANSFER, PLEDGE OR HYPOTHECATE THIS LEASE shall renew for consecutive sixty(60)day periods with Lease Payments in effect at AGREEMENT OR ANY ORDER AGREEMENT,THE EQUIPMENT OR ANY PART the expiration of the initial Term of the Order Agreement. THEREOF OR ANY INTEREST THEREIN OR (ii) SUBLET OR LEND THE T. LOSS OR DAMAGE. Customer is responsible for the risk of loss or destruction EQUIPMENT OR PERMIT IT TO BE USED BY ANYONE OTHER THAN of, or damage to the Equipment. No such loss or damage relieves Customer from CUSTOMER AND CUSTOMER'S EMPLOYEES. We may assign this Lease any obligation under an Order Agreement. Customer agrees to promptly notify Agreement or any Order Agreement and the Equipment and our rights, remedies Lessor in writing of any loss,destruction or damage to the Equipment and Customer and entitlements thereunder(but not Ricoh's obligations),at any time in whole or in will,at Lessor's option,(i)repair the Equipment to good condition and working order, part, without notice to the Customer. Customer shall not assert against any (ii)replace the Equipment with like equipment in good repair, condition and working assignee,any claim or defense it may have against Ricoh,but rather shall assert the order,acceptable to Lessor and transfer clear title to such replacement equipment to same only against Ricoh. No assignment of this Lease Agreement or any Order Lessor, and such Equipment shall be subject to the Order Agreement and be Agreement shall release Lessor from any obligations Lessor may have to Customer, deemed the Equipment, or(iii) pay to Lessor the present value of the total of all In the event this Lease Agreement or any Order Agreement is assigned by unpaid Lease Payments for the full Order Agreement term,plus either the fair market Ricoh to a Lessor,sections 5(a),5(b)and 5(c)shall apply: (a)Selection of value of the Equipment at the end of the Order Agreement term as reasonably EouipmenUDisclaimer of Warranties: Customer has selected the Equipment and determined by Lessor or any End of Order Agreement Option price stated on the the supplier from whom Lessor agrees to purchase the Equipment at Customer's Order Agreement, whichever is greater (the "FMV"), with the accelerated Lease request.Lessor is not the manufacturer of the Equipment and Lessor is leasing the Payments and the FMV discounted at 3% per annum, plus reasonable costs of Equipment to Customer"AS-IS". Customer has selected the Equipment and Lessor collection and attorneys' fees, whereupon the applicable portion of the Order MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES Agreement shall terminate.All proceeds of insurance received by Lessor as a result OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Lessor of such loss or damage will be applied,where applicable,toward the replacement or transfers to Customer for the term of a Order Agreement all warranties,if any,made repair of the Equipment or the payment of Customers obligations. As between a by Ricoh.CUSTOMER ALSO ACKNOWLEDGES THAT NO ONE IS AUTHORIZED Lessor and Customer, Lessor is not responsible for any losses or injuries caused by TO WAIVE OR CHANGE ANY TERM, PROVISION OR CONDITION OF THIS the Equipment and Customer will defend and indemnify such Lessor from any claims LEASE AGREEMENT OR ANY ORDER AGREEMENT AND, EXCEPT FOR THE arising out of or related to the Equipment. This indemnity will continue even after RICOH WARRANTIES, MAKE ANY REPRESENTATION OR WARRANTY ABOUT termination of this Lease. AN ORDER AGREEMENT OR THE EQUIPMENT.LESSOR SHALL NOT BE 5jCustomer Copy Rev. 09/10 -r a: Quote: 771677 LEASE AGREEMENT • RICOH BUSINESS SOLUTIONS 8. TAXES. Except for tax on Lessor's income,Customer agrees to pay all license (ii)reasonable attorneys'fees. and registration fees, personal property taxes, sales and use taxes and all other Customer agrees that any delay or failure to enforce Lessors riahts under this Lease taxes and charges relating to the leasing, ownership, use, rental, possession, sale Agreement or any Order Agreement does not prevent Lessor from enforcing any and use of Equipment as part of the Lease Payment or as billed by Lessor. Where rights at a later time. taxes are paid by Lessor on Customer's behalf, Customer agrees to reimburse All Lessors remedies are cumulative,are in addition to any other remedies provided Lessor for all such payments, plus interest and reasonable costs incurred in by law,and may,to the extent permitted by law, be exercised either concurrently or collecting and administering any taxes, assessments or fees and remitting them to the appropriate authorities. 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 Lessor's part to any.Order Agreement is not paid within 10 days of when due, Customer will pay to exercise any right er remedy any rgtl no delay in or modify any terms or remedy ease Lessor a late charge of five percent (5%) of the past due payment or $10 00, operate re Agreement.as a waiver of any right shall remedy or modify a terms of this Lease or whichever is greater,but only to the extent permitted by applicable law. subsequent default. waiver of default shall not be construed as a waiver of any other or 10. INSURANCE. Customer will provide and maintain at its own expense i subsequent default. property insurance against the loss, theft, destruction of, or damage to, the 13.represents WARRANTY OF BUSInt wS PURPOSE. b u inessr urrosy , andnn and g ronal,f family the Equipment pt will be used for business purposes, and not for Equipment for its full replacement value,naming Lessor as loss payee,and(ii)public liability and third party property insurance, naming Lessor as an additional Insured. personal, IN or household purposes. Customer will give Lessor certificates or other evidence of such insurance when 14. UCC FILINGS AND FINANCIAL respect Sect o the Eq. Customer authorizes requested.Such insurance will be in a form,amount and with companies acceptable Lessor to file a financing statement with respect tiling the Equipment to ern pis not to to Lessor, and will provide that Customer will be given 30 days advance notice of be the Uruedm Commercial hat o ly a sec The in interest was intended ded to be is not d, any cancellation or material change of such insurance. If Customer does not give be cis to as public evidence that only a ors security ershipt was rno her t re created, Lessor evidence of insurance acceptable to Lessor,Lessor has the right,but not the but is Equipment.give public notice of nt is deemed ed at ownership of or other interest inlet ie the obligation, to obtain insurance covering Lessors interest in the Equipment for the security then If any Order Agreement r deemed at any time the Equipment one intended as term of the applicable Order Agreement, including any renewal or extensions,from proceed then the sale, Lessor i security interest Equipment. in the Equipment antl the an insurer of Lessors choice, including an insurer that Is Lessors affiliate. Lessor proceeds from the sale,lease or other disposition of the Equipment. may add the costs of acquiring and maintaining such insurance and its fees for its 15. NOTICE. Written notice will be deemed to have been given when delivered services in placing and maintaining such insurance.upon which Lessor may make a personally or the third day after being deposited in the United States mail, postage profit(collectively, "Insurance Charge") to the amounts due from Customer under prepaid,addressed to such party at its address set forth in this Lease Agreement,in each Order Agreement. Customer will pay the Insurance Charge in equal the Order Agreement or at such other address as such party may have subsequently installments allocated to the remaining Lease Payments. If Lessor purchases provided to the other party in writing. insurance,Customer will cooperate with Lessors insurance agent with respect to the 16. CHOICE OF LAW. This Lease Agreement and the Order Agreements have Nis Lease been made in New Jersey and,except for local filing requirements,are governed by placement'of insurance and the processing of claims. Nothing in Agreement or any Order Agreement will create an insurance relationship of any type and construed in accordance with the laws of the State of New Jersey. Customer between'Lessor and any other person. Customer acknowledges that Lessor is not consents to and agrees that personal jurisdiction over Customer and subject matter required to secure or maintain any insurance, and Lessor will not be liable to jurisdiction over the Equipment shall be with the courts of the State of New Jersey, Customer if Lessor terminates any insurance coverage that Lessor arranges. If or the applicable Federal District Court in New Jersey,solely at Lessors option,with Lessor replaces or renews any insurance coverage, Lessor is not obligated to respect to any provisions of this Lease Agreement. Customer irrevocably waives provide replacement or renewal coverage under the same terms, costs, limits, or any right to trial by jury. conditions,as the previous coverage. 17. FOR MUNICIPALITIES ONLY. CUSTOMER COVENANTS: Customer 11.. DEFAULT. Customer.is in default of this Lease Agreement and any Order covenants and warrants that(i) it has, in accordance with the requirements of law, Agreement if any of the following occurs: (i) Customer.fails to pay any Lease fully budgeted and appropriated sufficient funds for the current budget year to make Payment or other sum due under any Order Agreement when due; (ii) Customer the payments as they become due and to meet its other obligations under the Lease breaches any warranty or other obligation under this Lease Agreement and fails to Agreement and any Order Agreement and that such funds have not been expended cure such breach within 15 days after notice from Lessor; (iii) Customer becomes for other purposes; and (ii)that there is no action, suit, proceeding or investigation insolvent or unable to pay its debts when due;(iv)Customer stops doing business as pending,or threatened in any court or other tribunal or competent jurisdiction, state a going concern or transfers all or substantially all of its assets;(v)Customer makes or federal or before any public board or body,which in any way would(a)restrain or an assignment for the benefit of creditors; (vi) Customer undergoes a substantial enjoin the delivery of the Lease Agreement and any Order Agreement or the ability deterioration in its financial condition;or(vii)Customer,any guarantor or any partner of the Customer to make its Lease Payments(as set out in the Order Agreement); shall voluntarily file or have filed against it involuntarily, a petition for liquidation, (b)contest or affect the authority for the execution or delivery of,or the validity of, reorganization, adjustment or debt or similar relief under the Federal Bankruptcy the Lease Agreement and any Order Agreement; or(c) contest the existence and Code or any other present or future federal or state bankruptcy or insolvency law,or powers of the Customer,nor is there any basis for any such action,suit,proceeding a trustee, receiver or liquidator shall be appointed of its or substantial part of its or investigation; (iii) that the equipment will be operated and controlled by the assets. Customer and will be used for essential government purposes and will to be 12. REMEDIES. Lessor shall have the following remedies if a default should essential for the term of the Lease Agreement and any Order Agreement;and (iv) occur (i) Upon written notice, declare the entire balance of the unpaid Lease Customer has not previously terminated a Lease Agreement and any Order Payments and all amounts to become due under any Order Agreement for the full Agreement for non-appropriation, except as specifically described in a letter term thereof immediately due and payable as liquidated damages and not as a appended hereto. penalty and be entitled to receive all Lease Payments and any other amounts then SIGNATURES: Each signor warrants that he/she is fully conversant with the accrued or accelerated under a Lease Order Agreement or any other agreement governing relevant legal and regulatory provisions and has full power and plus the FMV(as defined in Section 7)with all accelerated Lease Payments and the • authorization to bind Customer. Signor(s) for Customer further warrant(s) that its FMV discounted at 3% per annum, but only to the extent permitted by law; (ii) governing body has taken the necessary steps;including any legal bid requirements, under applicable law to arrange for acquisition Charge Customer interest on all monies due Lessor at the rate of eighteen percent tion of the Equipment; the approval and execution has been in accordance with all applicable (18%) per year from the date of default until paid, but in no event more than the cable open meeting laws;and that a maximum rate permitted by law; and (iii) Require that Customer return resolution of the governing body of Customer authorizing execution of the Lease Equipment to Lessor and in the event Customer fails to return the Equipment,enter Agreement and any Order Agreement has been duly adopted and remains in full upon the premises peaceably with or without legal process where the Equipment is force and effect. located and repossess the Equipment. Such return or repossession of the NON APPROPRIATION:In the event Customer is in default of the Lease Agreement Equipment will not constitute a termination of an Order Agreement unless Lessor and any Order Agreement because Cl) funds are not appropriated for a fiscal period expressly notifies Customer in writing. In the event the Equipment is returned or subsequent to the one in which the Lease Agreement and any Order Agreement was repossessed by Lessor and Lessor has terminated the Order Agreement, Lessor entered into which are sufficient to satisfy all of Customer's obligations under the may sell or re-rent the Equipment to any persons with any terms Lessor determines, Lease Agreement and any Order Agreement during said fiscal period; (ii) such at one or more public or private sales,with or without notice to Customer,and apply non-appropriation did not result from any act or failure to act of Customer; (iii) the net proceeds after deducting the costs and expenses of such sale or re-rent Customer has exhausted all funds legally available for all payment due under the Customer's obligations to Lessor with Customer remaining liable for any deficiency Lease Agreement or other due under any Order Agreement; and (iv) there is no and with any excess being retained by Lessor. The credit for any sums to be other legal procedure by which payment can be made to Lessor.Then,provided that received•by Lessor from any such rental shall be discounted to the date of the (a) Customer has given Lessor written notice of the occurrence of(i) above thirty agreement at five percent(5%)per year. (30)days prior to such occurrence; (b) Lessor has received a written opinion from Customer is also required to pay(i)all expenses incurred by Lessor in connection Customers counsel verifying the same within ten (10) days thereafter, and (c) with the enforcement of any remedies, including all expenses of repossessing, Customer does not directly or indirectly purchase, rent or in any way acquire any storing,shipping,repairing and selling the Equipment,and services or Equipment supplied or provided for hereunder; upon receipt of the Equipment delivered to a location designated by Lessor, 6lCustomer Copy Rev. 09/10 • .i' i; s Quote: 771677 LEASE AGREEMENT RICOH BUSINESS SOLUTIONS at Customer's expense, Lessor's remedies for such default shall be to terminate the Customer also waives any and all rights and remedies granted Customer under Agreement at the end of the fiscal period during which notice is given; retain the Sections 2A-50B through 2A-522 of the UCC including,but not limited to:the right to advance payments,if any;and/or sell,dispose of,hold,use or rent the Equipment as repudiate any Order Agreement and reject the Equipment;the right to cancel any Lessor in Its sole discretion may desire,without any duty to account to Customer. Lease Agreement;the right to revoke acceptance of any Lease Agreement;the right 18. ENTIRE AGREEMENT; SEVERABILITY; WAIVERS.This Lease Agreement to grant a security interest in the Equipment in Customer's possession and control and the Order Agreement contain the entire agreement and understanding. No for any reason;or the right to recover damages for any breach of warranty. agreements or understandings are binding on the parties unless set forth in writing and.signed.by the parties. Any provisions of this Lease Agreement or any Order 20. FACSIMILE DOCUMENTATION. Customer agrees that a facsimile copy of Agreement which for any reason may be held unenforceable in any jurisdiction shall, this Lease Agreement and any Order Agreements with facsimile signatures may be as to such jurisdiction,be Ineffective without invalidating the remaining provisions of treated as an original for purposes of being admissible as evidence of this Lease this Lease Agreement. Agreement or any Order Agreement.Furthermore,if Customer elects to transmit any 19. UCC - ARTICLE 2A PROVISIONS. Customer agrees that this Lease Order Agreement by facsimile,Customer agrees that,if Lessor elects to do so in its Agreement is a Finance Lease as that term is defined in Article 2A of the UCC. sole discretion,the only version of such Order Agreement(s)that will be the original Customer acknowledges that Lessor has given Customer the name of the supplier of for all purposes under the Uniform Commercial Code will be the version containing the Equipment. Lessor hereby notifies Customer that Customer may have rights Customer's facsimile signature and Lessor's original signature,and Customer under the contract with the supplier and Customer may contact the supplier for a waives notice of acceptance of such Order Agreement(s)and receipt of a copy of the description of any rights or warranties that Customer may have under this Lease originally signed Order Agreement(s). Agreement. Lessor:Ricoh Americas Corporation Lessee:City of Carmel .. / C:---Th- AbIe1 X Authorized SSii ''azure Auth-rized Signature Q OC Ln•4Fe(C 1� E's COQ C5 ND (1,(Y\ a'i n.n G • C c� t n eiX-�(' .0 cisP Print Name&Title Date .- / / 11 Print Name&Title Date ll 01/a3/if Federal EIN 7ICustomer Copy Rev. 09/10