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11-015 Ricoh Lease and License Agreementv CUSTOMER Bill TO: City of Cupertino/Planning Dept. 10300 Torre A venue ress Cupertino CA 95014 tty tate Zip Kiersa Witt Contact (408)777-3253 ane Fax Number Email Ricoh Business Systems 2000 Sierra Point Pkwy, 7th Floor Brisbane CA 94005 650-238-5900 Phone 650-238-5999 Fax CUSTOMER SHIP TO: City of Cupertino/Planning Dept. 10300 Torre A venue Address Cupertino CA 95014 City-St—ate'Zip Kiersa Witt Contact (408)777-3253 Frione ax umber Email Base Billing Start Meter Term (Months) Copy AllowanCE Excess Scan Charge 2560 J4234900847 799634 Quarterly ❑ Annual F-1 Term Base Billing Amount $1,392.00 Full Contract Amt. $5,568.00 0 12 36,000 0.0133 B & W 32600 ( Plus applicable taxes) Overage Billing 0.072 COLOR Contract Details Quarterly ❑X Annual ❑X Includes Chemicals ® Excludes Chemicals ® Network addendum attached 0 Network addendum not applicable Authorizations PO Number State/Local/GSA Numb Tax Exemp, Comments: PLDS Program - Maintenance includes parts, labor, drum, and toner. Model Serial Number ID Number Start Meter Term (Months) Copy AllowanCE Excess Scan Charge 2560 J4234900847 799634 1,573,187 12 420,000 0.008 3260C 0 12 36,000 0.0133 B & W 32600 0 12 24000 0.072 COLOR CUSTOMER SATISFACTION POLICY IN THE EVENT THE PRODUCT DOES NOT MEET THE ORIGINAL MANUFACTURER'S STATED SPECIFICATIONS WITHIN THREE YEARS OF INSTALLATION OF ANY NEW SAVIN OR RICOH.EQUIPMENT, RICOH BUSINESS SYSTEMS WILL, AT THE CUSTOMER REQUEST, REPLACE SUCH EQUIPMENT WITH A LIKE UNIT IF THE CUSTOMER MEETS THE FOLLOWING THREE CONDITIONS: 1. The equipment is continuously under the Ricoh Business Systems Maintenance Agreement applicable to the customer. 2. The customer fulfills all of the terms of this Maintenance Agreement applicable to the customer. 3. Before requesting a replacement unit, the customer gives Ricoh Business Systems the opportunity to resolve any service problems the customer may have with the equipment. Maintenance Agreement contracts are non-romdable/non-transferable and non -cancelable, **Base billing amount and full contract amount do not include price of Network Addendum. Customer has declined maintenance coverage at this time. The customer understands obtaining maintenance coverage later may incur charges in addition to the normal maintenance charge and has .been informed as to the current time and material billing rates. THISAGREEMENT SHALL NOT BE EFFECTNE UNLESS SIGNED BY THE CUSTOMER AND RICOH CONTRACT MANAGEMENT. Customer Acceptance I have read and understand our obligations under the terms and conditions stated herein, and on the reverse side hereof, as the only agreement pertaining to the equipment Contract Manager Date hereunder. No other agreements apply unless expressly noted on the face of this agreement or in the contracts specified above. Contract Number Customer Signatur Date xev. 9100 Municipal Addendum To Ricoh Business Systems Lease Application & Agreement (CA -0392) (CA -0414) ADDENDUM TO PLAIN LANGUAGE EQUIPMENT LEASE The terms of this Addendum are fully integrated in and made apart f the Plain Language Equipment Lease (the "Lease") between you and Ricoh Customer Finance Corp. dated Q . 1. YOUR REPRESENTATIONS/WARRANTIES: You represent, warrant and covenant to us that: (i) you are a State or a political subdivision or agency of the State in which you are located; (ii) you are authorized to enter into the Lease and this Addendum and to perform all of the obligations thereunder; (iii) you have complied with all state laws and bidding require- ments applicable to the Lease and this Addendum; (iv) the person executing the Lease and this Addendum possesses the necessary authority to execute the Lease and this Addendum on your behalf and has done so in accordance with all appli- cable laws, rules, ordinances and regulations; (v) the Equipment will be used solely for the purpose of performing govern- mental functions and the use of the Equipment is essential for such functions; (vi) you intend to use the Equipment for the entire lease term and shall take all necessary action to include in your annual budget funds required to fulfill your obliga- tions for each fiscal year during the lease term; and (vii) all payments due and to become due during your current fiscal year are within the fiscal budget of such year and are included with an appropriation currently available for the lease of the Equipment. 2. NON -APPROPRIATION: If you are not appropriated funds for the next fiscal period to continue the leasing of the Equipment or services and have no funds for the purchase, lease or renting of equipment performing functions similar to those performed by the Equipment and you have no funds from other sources, (collectively, "Non -Appropriation") you may terminate the Lease at the end of the then current fiscal year, by giving ninety (90) days written notice to us, and enclos- ing a sworn statement that those conditions exist. In this sole event, you shall not be obligated to make payments beyond the end of the then fiscal period provided you return the Equipment to us.at your own expense. Upon.the occurrence of this event, we may require from you an opinion of your counsel to this effect together with appropriate documentation of such Non -Appropriation. If you terminate the Lease as a result of a Non -Appropriation, you may not purchase, lease, rent or other- wise acquire any other equipment that performs functions similar to those performed by the Equipment for a period of twelve (12) months following the date of termination. You agree that the terms and conditions of the Lease and this Addendum conform with the terms. and conditionsof any purchase order, bid or other specifications issued regarding the Equipment covered by the Lease or, if they do not conform, that the terms and conditions of the Lease and this Addendum shall prevail over any conflicting terms of a purchase order, bid or other specifications. 3. PURCHASE OPTION: Provided you are not in default, during the lease term you shall have the option to purchase the Equipment for the applicable purchase option amount set forth in section 2 of the Lease. By signing in the space indicated below you agree to be bound by all of the terms of the Lease and this Addendum. 0 Title: ( A 1 011,0 s �—, • Finance Corporation Printed in U.S.A. 10M 3/04 CA -0415 MAINTENANCE AGREEMENT TERMS AND CONDITIONS 1. GENERAL SCOPE OF COVERAGE This Agreement covers both the labor and the material for adjustments, repair and replacements of parts as required by normal use of the equipment, subject to the exceptions in and In accordance with these terms and conditions. This Agreement does not cover charges for Installation of equipment or de -installation of equipment If it Is moved. Damage to the equipment or Its parts arising out of or caused by misuse, abuse, negligence, allachment of unauthorized components, accessories or parts, use of substandard facsimile (thermal) paper or substandard supplies or other causes beyond the control of Savin are not covered, by this Agreement and may subject Customer to a surcharge or to cancellation of this Agreement, In addition, Savin may terminate this Agreement if the equipment is modified, damaged; altered or serviced by personnel other than the Savin Authorized Personnel, or if parts, accessories or components not ,meeting machine specifications are fitted to the equipment, This Agreement does not cover charges for repairs due to Customer or third party modifications to software or hardware. 2 SERVICE CALLS Service calls under this Agreement will be made during normal business hours at the installation address shown on the reverse side of this Agreement. Travel and labor time for service calls after normal business hours, on weekends and on holidays, If and when ayallabie, will be charged at the published overtime rates In effect at the time the service call Is made. Savin Representatives will not handle, disconnect or repair unauthorized attachments -or components; Customer is responsible for disconnecting and reconnecting unauthorized attachments or components. Customer hereby indemnifies and holds Sevin and'its Representatives harmless for claims for damages to any unauthorized parts, components or accessories resulting from service performed on Savin equipment. Labor performed during a service call Includes lubrication and cleaning of the equipment and the adjustment, repair or replacement of parts described below. 3. REPAIR AND REPLACEMENT OF PARTS All parts necessary to the operation of the equipment, due to normal wear and tear, with the exception of the parts listed below, and subject to the general scope of coverage, will be furnished free of charge during a service call Included In the maintenance service provided by this AgreemenL Exceptions are •P.hotoodnductors (I.e. copy •drums, unless• the copier or fax Is covered by a Full Coverage .Maintenance Agreement) unless otherwise stated In this Agreement. 4, RECONDMONING TH S PARAGRAPH (4)' IS NOT APPLICABLE TO EQUIPMENT COVERED BY A SAVIi$ CONTINUOUS MAINTENANCE GUARANTEE. Rebuilding or major overhauls are not covered by this Agreement. In addition; when In its sale discretion Savin determines that a .reconditioning Is necessary, as a result of expected wear and tear of materials and age factors.caused by normal office anvironment'usage, In order to keep the -equipment ln. working condition, Savin will submit to the Customer an estimate of needed repairs and their cost which will be In addition to the charge payable under, this Agreement. If the Customer does not authorize such reconditioning, Sevin may discontinue service of the equipment under this Agreement (refunding the unused pbrilon of the maintenance charge) or may refuse to renew this Agreement upon Its expiration. Thereafter, the Sevin Representative may make service available on a "Per Call" basis based upon published rates In effect at the time of service. & USE OF SAVIN SUPPLIES' If the -Customer uses other than Savin supplies and If such supplies' are defective or unacceptable for use In Sevin machines and cause abnormally frequent service calls or service problems, then Sevin may, at Its option, assess a surcharge or terminate this Agreement. In this event, the Customer may be offered service on a "Por Call" basis based. upon published rates. Itis not a condition of this Agreement, however, that the Customer use only Savin authorized supplies. 6. SUPPLY INCLUSIVE CONTRACTS If supplies are Included in the service provided undef this Agreement, Savin' wilt supply black toner, Ink and developer, unless otherwise stated in this Agreement, to the Customer based upon normal yields. If the Customer's usage of -the supplies exceeds the normal yields.far the equipment being serviced, Savin wilt Irwolce and the C;ustomeragroos to pay,.for the excess, supplies at Sevin's current retail prices then in effect Savin reserves the'right to charge for supplies and freight. Z ELECTRICAL In order to insure optimum performance by the Savin equipment, it Is mandatory that 'specific models be plugged into a dedicated line and comply with manufacturer sled bat epedificattohs. Th'sse,'power -standards are required by UL and/or local safety regulations. Reference Savin BuiletinA-00012. 8. CHARGES The Initial nam -refundable charge for maintenance under this Agreement shall l5e1h® amount set forth on the reverse side of this Agreement. The annual 'maintenance -charge with respect to any renewal term, or second or third term of multi -toren agreement, will be the charge in effect at the'time of renewal. Customer shall pay all charges within 10 days of invoking.. If equipment -Is moved to a new Sevin 'service territory, Savin shall have the option. to charge, and the Customer agrees to pay the difference in published maintenance charges between the cuirent larritdry and the new teallory (on a pro -rata basis). If equipment Is moved beyond Sevin's sefvice territory. Sevin reserves the right to cancel or the Customer agrees to pay a %fair'and' reasonable upcharge for oonllnued service, taking into account the -distance to Customers new looation and the published rates of Savin for service on a "Per Call" basis. 9. TERM This Agreement becomes effective upon Savin's receipt of the Initial non- refundabie-maintenanoe charge provided orthe reverse side of this Agreement or, if Customer Is billed in arrears,. upon the date Indicated In the "Start Date" space thereon, and shall continue for the•pariod as -specified on the face of this Agreement. In the event a Customer reaches er skceods the copy allowance specified on the face of this Agreement prior to the expiration of the one-year term, a new contract will be negotiated or. the Custom, ar will be charged for all excess copies, at the rate Indicated on the opposite side of this document, 'through the and of the'contract tern. 10, EVENT OF DEFAULT AND TERMINATION The occurrenoe of the following shall constitute an -Event of Default: the Customer fails to pay any portion of the charges for maintenance or parts, as provided under this Agreement when due, or the Customer falls to duly perforin any covertent, condition or Ilmliallon of this Agreement. Upon an Event of Defauit-Savin may. (t) refuse -to service the equipment; (fi) fumish service on a C.O.D. "Per Call" basis based upon published rates In effect at the time ofservica; end (lit) terminate this Rev. 11100 Agreement. Within sixty (60) days of the expiration or termination of this Agreement, Savin shall submit to Customer an itemized invoice for any fees or expenses, including any Per Call fees, theretofore accrued under this Agreement. Except as otherwise provided herein, Customer, upon payment of accrued amounts so invoiced, shall thereafter have no further liability or obligation to Sevin whatsoever for any further fees or expenses arising hereunder. In the event Sevin terminates this Agreement because of the breach of Customer, Sevin shall be entitled to payment for work in progress plus reimbursements for out-of-pocket expenses. 11. INDEMNITY Customer shelf Indemnity, save and hold Savin, its of ilfates, officers, directors, shareholders, employees, agents and representatives and its and their successors and assigns ("Savin Parties") harmless from and against any liability, loss, cost, expense or damage whatsoever caused by reason of any breach of this Agreement by Customer or by reason of any Injury whether to body, property, business, character or reputation sustained by Savin Parties or to any other person by roason of any act, neglect, omission or default by Customer Customer shall defend any action to which this Indemnity shall apply. in the event Customer falls td defend such action Savin may do so and recover from Customer in addition, all costs and expenses Including attorneys' fees in connection therewith. Savin shall be entitled to recover from Customer all costs and expenses, including, without limitation, attorneys' fees and disbursements, incurred by Savin in connection with actions taken by Sevin or Its representatives (1) to enforce any provision of this Agreement; (11) to effect any payments or collections providedfor herein; (III) to institute, maintain, preserve, enforce and foreclose on Sevin's security Interest in or lien on the goods, whether through judicial proceedings or otherwise; or (iv) to defend or prosecute any actions or proceedings arising out of or relating to any Sevin transactions with Customer. The foregoing provisions of this Paragraph 11 shall survive the termination or expiration of this Agreement. 12, FULL AGREEMENT This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandingsr negotiations and discussions, whether oral or written, of the parties, and may not be added 'to, modlfled supplemented or waived in anyway except In writing signed by the parties (other than pdcing changes provided for herein). 13: SUCCESSORS AND ASSIGNS; TERMINATION This Agreement shall be binding on the parties hereto, their heirs, successors, and assigns, However, this Agreement may not be assigned by Customer wllhouf the consent of Savin. 14. SEPARABILITY OF PROVISIONS Each provision of this Agreement shall be considered separable, and, If for any reason any provision that is not essential to the effectuation of the basic purposes of this Agreement is determined to be Invalid and contrary to any existing or future law, such invalldity, shall not impair the operation of or affect those provisions of this Agreement thatare valid. 15. COUNTERPARTS AND FACSIMILE SIGNATURES This Agreement may be executed In several counterparts, each of which shall be deemed to be an original and all of which -together shall constitute one Agreement binding on all parties hereto, notwithstanding that all the parties have hot signed the same counterpart. A taxed signature of this Agreement bearing -authorized signatures may be treated as an original. 16. WAIVER OF JURY TRIAL ALL PARTIES HERETO HEREBY IRREVOCA13LYWAIVE COANDAL ALL UNTERCLAIMS N THE RIGHT TO TRZANY ACTIONBY JURY,APR CEEo NG OR CLAM ARISINGTHE RIGHT TO INTERPOSEANY OUT OF OR PERTAINING TO THIS AGREEMENT 17. JURISDIC77ON All parties hereby consent and voluntarily submit to personal Judsdlctlen in the State of -New York and in the courts In such State located In New York County In any proceeding arising out of or relating to this Agreement 1$, HOLD HARMLESS in no event shall Savin be liable for any damages whatsoever Including Without [Imitation, special, Incidental, consequential, or Indirect damages for personal irjury, loss of business prefits; business interruption, loss of business information arising out of or Inablllty. to use this product., Savin.ls not liable for any claire made by a third party or made by:.you for a third party. The Customer acknowledges that the service coverage Is such that the equipment may continue to provide copies but not function as a printer, The Customer shall be Gable for these types of repairs unless covered by a network connectivity maintenance agrooment.. Specifically, this Agreement is applicable to print volume only services and excludes help desk support, network support, software application support and any other connectivity support services. . 19. FORCE MAJEURE Savin shall not be liable to Customer for any failure or delay caused by. events' beyond Sevin's control, including, without limitation, Customer's failure to furnish necessary information; sabotage; failure or delays In transportation or communication; boycotts; embargoes;. failures or substitutions of equipment; labor disputes; accidents; shortages of labor, fuel, raw materials, madhinery, or equipment; technical failures; fire; storm; flood; •earthquake; explosiop; acts.of the public enemy; war; insurrection; dot; public disorder, epIdemlc; quarantine restrictidns; acts of God; acts of any government or any quasi - governmental authority, Instrumentality or agency. 20. NO WARRANTY SAVIN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TECHNICAL COMPATABiLITY, FITNESS FOR USE, OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER AGREES THAT SAVIN IS NOT RESPONSIBLE FOR DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, THE LOSS OF USE OF THE EQUIPMENT. 21. INSURANCE Customer shall obtain and maintain, at Its own expense, Insurance relating, to claims for Injury and/or property damage (Including commercial general liability Insurance) based on Its use of the equipment, goods and machinery, �1 Leasing Company (Lessor): Ricoh° Customer Corp. Plain Language Equipment Lease 01��` �! DESCRIPTION OF LEASED EQUIPMENT (Include quantity, make, model, serial no. and all attachments.) (Attach separate Schedule "A" if necessary.) Quantity Serial Number Make/Model No. Description OWED TO',THE LEASING COMPANY UNDERTHIS LEASE AND THIS GUARANTY. I/WE AGREE THAT THE LEASING COMPANY MAY PROCEED'©.IRECTLY AGAINST ME/US WITHOUT, FIf?ST PROCEEDING AGAINST THft&ASING CUSTOMER OR THE EQUIPMENT. IME CONSENT TO PERSONAL JURISDICTION IN TIRE NEW JERSEY COURTS AND WAIVEAIVY TRIAL BY JURY. EACH GUARANtQR HEREBY WAIVES NOTICE OF ACCEPTAN'GE OF THIS GUARANTY, LESSEE'S DEFAULT, ANOTICE OF DEMAND, PROTEST RNQ`ALL OTHER NOTICES TO WHICH LESSCE OR GUARANTOR MAY BE ENTITLED AND•EACH GUARANTOR WAIVES NOTICE OF AND CONSENTS TO ANY MODIFICATION, 6- AMENDMENTS TO THIS LEASE. ' PR ; SIGNATURE (INDIVIMIALLY; NO TITLES) Date°,,,, SIGNATURE (INDIVIDLt'ALLY; NO TITLES) Date GUARANTOR #1 Name and Home c1dress (Please Print) ti, GUARANTOR #2 Name and Home„/ Zass (Please Print) y DELIVERY AND ACCEPTANCE CERTIFICATION LEASING CUSTOMER (Lessee): (Complete Legal Name. If a corporation, use EXACT registered corporate name.) Company Name Ci4sKl Federal Tax I.D. # /Telephone No. Billing Address % /�Y6? ,�— / ��/� County: C (•,�jVtll%�li L/ C4 L_!�VI Equipment Location (If other than Billing Address) Nl� County: ^- 3 SCHEDULE OF RENTAL PAYMENTS TER F LEASE /) (IN MONTHS) TOTAL NUMBER OF PERIODIC PAYMENTS AMOUNTPF EACH PERIODIC PAYMENT / / 7 p �(f 11 4us�Arpplicabl Taxes) X''FMV ❑ $1.00 BUYOUT BILLING PERIOD ❑ Monthly Quarterly ❑ Other TERMS AND 1. LEASE CHARGES. You (the leasing customer; or lessee) agree to lease from us (the above leasing company) the above Equipment for the periodic payment amount and for the full term stated above. We may charge you a partial payment for the time between the delivery date and the due date for the first payment. Lease Payments are due whether or not invoiced. If any payment is late, we may charge you, as reasonable collection costs, a late fee of $25.00 or 10% of the amount that is late, whichever is greater, but in no event more than the maximum amount permitted under the laws of the jurisdiction where the Equipment is located. 2. END OF TERM OPTIONS. If you are not in default at the end of the term of the Lease and upon 30 days prior written notice to us, you may purchase all of the Equipment AS IS, for its fair market value as determined by us or for $1.00 if this option has been extended to you as noted above (the "Purchase Option"). You agree to return the Equipment to us at your cost at the end of the Lease unless you exercise the Purchase Option. If you don't return the Equipment, this Lease will continue for the same terms on a monthly basis. 3. OTHER IMPORTANT TERMS. THIS LEASE CANNOT BE CANCELED BY YOU FOR ANY REASON, INCLUDING EQUIPMENT FAILURE, LOSS OR DAMAGE. YOU MAY NOT REVOKE ACCEPTANCE OF THE EQUIPMENT. YOU, NOT WE, SELECTED THE EQUIPMENT AND THE VENDOR. WE ARE NOT RESPONSIBLE FOR EQUIPMENT FAILURE OR THE VENDOR'S ACTS. YOU ARE LEASING THE EQUIPMENT "AS IS", AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING SPECIFICALLY, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE ARE NOT RESPONSIBLE FOR SERVICE REPAIRS. Any warranties the vendor gave to us, if any, we hereby assign (pass) to you. You may contact the vendor for a statement of such warranties, if any. You certify to us that the Equipment will be used by you solely for business purposes and not for personal or household purposes. 4. TITLE. We will have title to the Equipment during this Lease. The parties hereby intend this to be a "finance lease" under Article 2A of the Uniform Commercial Code (the "UCC"). However, if this Lease is determined not to be a "finance lease," you hereby grant us a security interest in the Equipment. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UCC. 5. LOSS; DAMAGE; INSURANCE. You are responsible for and accept the risk of loss or damage to the Equipment. You agree to keep the Equipment insured against all risks of loss in an amount at least equal to the replacement cost, and you will list us as loss payee. You shall give us written proof of all insurance. If you do not give us such proof, we may (but will not be obligated to) obtain other insurance and charge you a fee for it. The cost of such insurance may be more than the cost of insurance you may be able to obtain on your own and we may make a profit on such insurance. 6. TAXES AND OTHER FEES; INDEMNIFICATION. You agree to reimburse us for all taxes (such as sales, use and property taxes) and charges in connection with the owner- ship and use of the Equipment. Unless and until you have exercised your Purchase Option at the end of the Lease, you agree that we are entitled to any and all tax benefits (such as depreciation and tax credits), and you will not do anything inconsistent with this understanding. If you do, you will indemnify (reimburse) us for our resulting losses. You also agree to indemnify us for all losses and liabilities arising out of the ownership or your use of the Equipment. These promises will continue after this lease ends. 7. DEFAULT. If you fail to remit to us any payment within ten days of its due date or you breach any other obligation under this Lease, we will have the right to do one or more of the following: (i) sue you for all past due payments; (ii) sue you for THE PRESENT VALUE OF ALL PAYMENTS TO BECOME DUE IN THE. FUTURE as liquidated damages and not as a penalty, plus the residual value we have placed on the Equipment and other charges you owe us; and (iii) repossess the Equipment. All amounts due us and to become due hereunder shall be due immediately upon the commencement of any proceeding for reorganization or liquidation of your debts under federal or state law. We may also exercise any other remedy available at law or equity. You will also pay for our reasonable collection and legal costs. EXCEPT AS OTHERWISE PROVIDED IN PARA- GRAPH 1, THIS LEASE IS GOVERNED BY NEW JERSEY LAW, AND YOU AGREE TO BE SUBJECT TO SUIT IN NEW JERSEY. YOU CONSENT TO PERSONAL JURISDICTION IN THE NEW JERSEY COURTS AND WAIVE ANY TRIAL BY JURY. 8. ASSIGNMENT. You agree that you may not assign (transfer) this lease or sublease the Equipment to anyone else or remove the Equipment from the location listed above. YOU AGREE THAT WE MAY SELL OR ASSIGN ANY OF OUR INTERESTS TO A NEW OWNER OR A SECURED PARTY ("THIRD PERSON") WITHOUT NOTICE TO YOU. In that event, the Third Person will have such rights as we assign to them but none of our obligations (we will keep those obligations), and the rights of the Third Person will not be subject to any claims, defenses or set -offs that you may have against us or another person. 9. MISCELLANEOUS. All financial Information you have provided is true and a reasonable representation of your financial condition. You authorize us or our agent to (a) obtain credit reports and make credit inquiries, and (b) release information we have about you and this Lease to third parties. For your convenience, we may accept a facsimile copy of this Lease with facsimile signatures. You agree a facsimile copy will be treated as an original and will be admissible as evidence of this Lease. AUTHORIZED SIG TUBE „�� Date /&/0 � ��a (// Print Name and Title ` PERSONAL GUARANTY IME (EACH A "GUARANTOR") JOINTLY AND INDIVIDUALLY, PERSONALLY, ABSOLUTELY AND UNCONDITIONALLY GUARANTY ALL PAYMENTS, AND OTHER OBLIGATIONS OWED TO',THE LEASING COMPANY UNDERTHIS LEASE AND THIS GUARANTY. I/WE AGREE THAT THE LEASING COMPANY MAY PROCEED'©.IRECTLY AGAINST ME/US WITHOUT, FIf?ST PROCEEDING AGAINST THft&ASING CUSTOMER OR THE EQUIPMENT. IME CONSENT TO PERSONAL JURISDICTION IN TIRE NEW JERSEY COURTS AND WAIVEAIVY TRIAL BY JURY. EACH GUARANtQR HEREBY WAIVES NOTICE OF ACCEPTAN'GE OF THIS GUARANTY, LESSEE'S DEFAULT, ANOTICE OF DEMAND, PROTEST RNQ`ALL OTHER NOTICES TO WHICH LESSCE OR GUARANTOR MAY BE ENTITLED AND•EACH GUARANTOR WAIVES NOTICE OF AND CONSENTS TO ANY MODIFICATION, 6- AMENDMENTS TO THIS LEASE. ' PR ; SIGNATURE (INDIVIMIALLY; NO TITLES) Date°,,,, SIGNATURE (INDIVIDLt'ALLY; NO TITLES) Date GUARANTOR #1 Name and Home c1dress (Please Print) ti, GUARANTOR #2 Name and Home„/ Zass (Please Print) y DELIVERY AND ACCEPTANCE CERTIFICATION THE LESSEE HEREBY CERTIFIES THAT ALL EQUIPMENT REFERRED TO ABOVE HAS BEEN DELIVERED, IS FULLY INSTALLED AND IT IS IN GOOD OPERATING ORDER AND LESSEE UNCONDITIONALLY ACCEPTS THE EQUIPMENT. DATE OF DELIVERY AUTHORIZED SIGNATURE TITLE ACCEPTED BY RICOH CUSTOMER FINANCE CORP. (Lessor) By Title Date Lease # SeNtie C*ACW !Illi �� Customer Care Service ContractR% CITY OF CUPERTINO Dame 10555 MARY AVENUE 5e'(V tCP— Ce -Me -v' Address CUPERTINO CA 95014, City y state Zip CHYLENE OSBORNE Contact 403-777.3269 408-777-3399 Phone No. Fax No, Base Billing 0 Quarterly 0 Annual ❑ Term Overage Billing ❑ Quarterly ISI Annual 0 'Term CUSTOMER SHIP TO: Ricoh business systems 2000 Sierra Point parkway, 71' Fir Brisbane, CA, 94005 630-238-3937 Phone 650.238.5996/5994 Pax SAME Name Address City state Zip Contact Phone No. ---- Fax No, I Email; Ease Billing Amount $1,409.76 Full Contract Amount $1,409.76 (Plus applicable tnxea) Plus applicable toxa) Contract Details ® Includes Chemicals 0 Excludes Chemicals ❑ Network addendum attached ED Network addendum not applicable Authorizations PO Number State/Local/GSA Contract Number _-- ..-.. �-� Tax Exempt # Comments CONTRACT INCLUDES PARTS, LABOR, DRUM, SLACK TONER, AND DEVELOPER. Model serial Number ID Number Start Meter Start hate Term (Months) Copy or 17evelopment Allowance 8xcess Copy Charize AP2022 - J8332201915 81155+4 TBD 03-01-2007 12 36,000 PER YEAR .0392 CII$Tt2MER 9A Y ISFACTIM POLICY IN THE EVENT THE PRODUCT DOES NOT MEET THE 011101NA1. MANUFACTURER'S STATED SPECIFICATIONS WITHIN THREE YEARS OF INSTALLATION OF ANY NEW RICOH EQUIPMENT, RBS WILL, AT THE CUSTOMER REQUEST, REPLACE SUCH EQUII?MENT WITH A LIKE UNIT IF THE CUSTOMER, MEETS THE FOLLOWING THREE CONDITIONS.- 1: ONDITIONS.1: The equipment Is continuously under the RBS MaIntenatnce Agreement applicable to the customer, 2. The customer fu yllls all oaf the terms of this Maintenance Agreement applicable to that customer. d. Before requesting a replacement unit, the customer gives. RBS the opportunity to resolve any service problenss the customer Maintenance Agreement contracts are nen-r#hndable/non.tratrlferable and non -cancelable, w" Base bil htg amount andfull contract amount do not hwitt4e1prlce ofNetwork Addendum# and applicable Foal Surchakrge& ❑ Customer has declined maintenance coverage at this time. The customer understands obtaining maintenance coverage later may Incur charges in addition to the normal maintenance charge and has been informed as to the current time and material billing rates. THIS AGREEMENT ,S'.IHALL NOT BE E'FFECTIV'E UNLESS SIGNED BY THE CUSTOMER AND RBS CONTRA C2",atsiANACEMENT Customer Amoptauce By signing this Agreement Customer acknowledges having road all the terms and conditions of this Agreement and to be bound by them. No other agreements apply Ricoh Business statms ,luthorixadon Daae unless expressly noted on the face of this agreement or in the contracts specified above. Contract Number Ei yy b'e(W .c) m1\' i11 00tomer SlgnatU6 Date Print Name xev.uuoiZ 'd 9YE `ON aa!�aaS OSS Mid Nd99:Z1 00Z 'SZ'uar WINT$NANCE AQkXLMX14TTM19 AND CONDMWN8 L GZNRIIAL SCOPE 0 (!QVXRAGZ This Agrectratcovets beds the labor Rod the mutcrird for adjuamrentt, rdptwt' Bad repivamanM of perp its aupdrad by aadni me Qf ox aqu{pdenA sub,Ieat m the anipdoM is Ruud m aacordmce with these tetras and conditions. Tars AFcvmant dais not novae charges for lnsbrllMV.oa of sgetpmam or dp-issWIRtion of aquipdeut if it is moved. Da bzr to the equipment or he parts seising out of of doused by mis ad, aboad, negligvvov, attachment ofuunRuthmised compodahti, awvswdca or parts, use o£sutstmndad Acalmkle (thermal) papa or mubumndetd supplies or other causes beyond tbu canal of F$Puh we not eovared by this Awormc it and nay wbicut CastMar to a sbroheatle or to emetelladan afthus Agreement, In addition. Ricoh may tetminsre this Agrecencat it** aquiptaeud is modified, damaged, sltmcd or eervicM by pdrsvand other then the ltiooh Aotharind Periwwd, or if pun, vavesso des. orcariporYeats nor maadng moohivv spcdEeadans sur Gitied to the equipment, 'Phis Agreement does aur hover aharltca for repairs sive to Customer or third pony modifieadods to schwam orharde'ac, L S11RVICE CALLS 8er4oe calls mrdet rift Agreemaat will by wadc during normal boobs harre at the nMtoliuinn eddtevv shown en tba aeYerra sir$ of thio Agtdametrt. Travel and labor owe for earvleaa dells oma normal butimss haws, on weekends and on hoUdrya, if aid wlim evtdlahly, will be choopal at the publiebed dvetdrao rata In affair at tits t me the ierAlce MR is mads Ricoh Rvprescotaitvae will mot headc, disonano t "dr mmtilhdtiamrd 0 whmeeato or aotaponeaa: Ctwot w a responsible for divgvrmwWrg and iutongeotuag nasudindaied imachments at eompaoemn. QuamRew hereby indmnnifive and halls Hkgh and its RepresaOw:k*rov ltemuk a AT cleinv far damagce to u3mit0crlwdpwi admpgaeati or aaaetwics resulting d'om savive perfumed on Ricoh aqulp uiit Libor rformad during a eerAro ail inoiudes lebrieadon pad olcamng of the egMRMI T Mind she adlmmteat, repair Of tepWcocat of part& dnoribed below 9, Rg1PAM AND RFRLACZMNT OF PARTS Ali pato ncveastsry to the epvntton of iia egtiiperenk sine Is nttrrgMt weer aadtoar, Arian dw exeepMan afdtr peeks temdhdaw, raid suibjeot m the gerwW scope of aatemage, will ha llernislmd they of ebage dnrnig a service call imalttdod ra the nudnl8nende servsoe ptovlded try this AyrcemusL Exmepdone are Fhoennnapatori Q,e, copy da"nh mita the eupiat of An is covered by PWl Coverage hdandsenanw Agreament) ttalera othenvlse srdted m this Agreement, a. RECO"ITIONING MIS PARAORAPH (4) IS >w & APPLICABLE TO THE r&QMAMNT COVfiRE13 RV A Rmoh CONTINUOUS NL&PMANCE AGREEMEyr. Rebuilding otdalar overhoWs are oat d"=d by this Agreement. In addition, when In in oda discretion Ricoh detetmivava that a reeendidoniuq is nctzseeny, as result expected vrerw and tea of materietl end up facture soured by normal offieo enviromaant wtgv, in order to loop the equipment tri working eoadtion. lt# wil will submit to Ow euoincr and Intimate otmodid Yepwra and Weir nott wlitah will be In adrlltiwo to thq ehup payable under this. Agm=i1ru. NWer cuetomet does act aumharim tush recoodhicaing. R,tsoh may dieedatinuc survive of the iqu pmew ander thin Agraetent gcAmding die aktnsed portion of the miWasanoe charge) or mar atria ro teaew two Agreemgttt upon its c4tiratiou, Tliercift. the HkA Arrprdo "ifs may melcm service available on tt "Per Carp' basis baled upon pubili had inks In oftltet at the time, of mrvied, t. UR& OF lUCOH MPLI$S if the o ntgma uou odtde thio &wok suppRee add ii sveh auippUe; ors dafaeMva at urslseapieblc int poo is Rteah meu�ueos sad yews dmmmalhy fltsirmnt service adds of source problems, thea Ricoh may, at its 0*% saadav a imimge or nxdivare ins AtgMkOtit, In dna rMA the Cmmtoaar may be ofd mcl aaninc on a "lea Calr' baeks bold on published atm. It is aor a 00i6ttan of this Agteanaa4 however, tiler the Cnetomer Ut only Ricoh mithorixed supplies. 6: SUPPLY iNCLI' 3M CGNTRACT5 If supplics all Intttuded in the ImIca ptoybdcd order dtio Agreement, Zwh will supply bleak ander, osis and davatopet, ualeaa othetwieo saotad m this gwxtimt, io the Cammmt tensed upon normal yLeids. If the Cusmmar's 91age of the tuppAm maids die ximml yiehdi fir the equipment being sw*ed, Ric ah wM iOwiev and the customer arm to pay. far the sxnesa eopplied at Riaab's current retAtl pile= the In efttot Ricoh resMMI she rigid to chaege for supplies Ped tto*. 7, 9LEC"TIUCAL In aofie to masse epdaim potlivri moc by *4 %louh equipment. It is mandatary uteri specifia models be pluggad Into a dedleeted lire ad comply With mannfhamrttr vloetdcal mysilfleAdom Time power owtil4rda ere ragnirea by UL andlar laid m*ty ruguittim. pafe<ance Rkeh 13ytlatn A-00013. g. CHARGIS Tae faltlal charge fl7rmsudesnmee pervlae uudertue AgreerttvM is aaa mfdydabhe and ehag.bu Arc arnotart eat firth od *a reverse side of this ageement. &Wapl o dko wim set tbrih in this Agtermcut the a tw maintenance nearge With respect m aiy tw,rwKI term, or sound andfar tdM fergr til B imuti4mn agtt omci t (am appllaaiplo) will be We charge in 600 at to drum of heau renewal, Curterdet vbsll plat all abases withh� (10) says of the dah of RBS's inwiLoe. If any equkpaim which is aubjam to tots Agreement (or whish becomes, subject to than Agraoeta or any renewal 4orcof is moved to s, naw RHS mrvkd tertitw% RBS shell have tie option of ehargitsl the Cuatomar tit emowt equal to the difference in We pith Roed melnuoettac chagao between the curnat M strvtea mrritary end that of We nese ROS same teriimry (OIL Is gra Tata hosiM), If eueh equtper, , is moved beyond any RN eQvtee territory; RBS reserves dhd tight to aancol this A gocamcat, tgmn written urian to tha Customer, at ABR dray ghirge (and Cwmdet hereby spas m pay) a hairand resiog4k Wollo a Aw eomixmad sarvtcL In to dekug ADS may take lift econt iko lit tum to Caerondel sew location and RBS P"S hed roto far RBS's "zime and matador, "pa all" service, Ngtwituataedeg Ady ft8 elec heroin contained to to eontrery. RBS soirees did right to maraee eddhir odwrwro mediy its umm rases and setvioss on each sardwrsw data of this Agreemft 9MMM MM 71sis Alpemant shell became cMictivo, Upon RBS's recaipt Som Customer of the iridal own-weftiAabhe oxim a nce ebargd, Ms set sheds an tho —crac aide of tris Agroeasca% or for war Customers that ate in bo bftd In auris, vpon We data imlhoapd w the "Start Dste" porRon e£ tri: reverse side of fide Apnocmant The rima of this Aga AMent shalt be as spiwaod as. the Rhea pap of dna Age==, TN$ Agreement stall mtmeaiigdty MOW wbf nae year MINIM eider at bade yntio pmvidaa ttw giber shtry (60) days writin notice of tdrminioulm print to thio eadof the initial nim, ex any snmi term Wromndv, in 6* ;mw tba! Cuetomet tedckcs or vwcds the allowaaot, IN shrilled an the fat page of this Agroom wn prior Ip the eapinmon of div .initial, or May rmewy time umderthts Ag ecmest, Cuotoma herby agrees to pay RBS she k% excess motor tete thin in eflhet sad some shall tgnply to ell of Cuutomer`s ekdeU mater moats, through the wd of dw Waal torm ditlus Agraantonk or anyrencwel Mums of ton Ag rawt. a applleanda, Por Standard Mait emadae, ilmman: (not CPC In as=): flidtes party ihdl have Ate Tighe: dicing nay acvaweh tams, of dudog yep second or *4 b= of a multi -mm £ 'd 998L'ON sgrasmant (If apglWablc) to tamdnste dile Agstaaraat upon ding (110) days prior wrwon nodde ke site ether. 10, EVENT OF DICY AUT AND TERKMATION The aaetnrraoe of the following shell cowards pad Event of Dalbult: thv Cystoma Odle to pny AW pordam of the cha{ea for nmtnteneane of pdga, we Provided under dsie Agraemwt when due, ar she U410mer ihila to d* pertarm Mag oovenwa eottditim or limitation of this Agrosro nt. Upon in Evaar of Pgfwtt, 1liuv4 may, (1) nano m waylay the equlpmoot; X Nadjh service on a C,D,D, "For CoA" baste based opsin published rates a tho time od'serviae; and (ill) marminnic Ibis Agrcemann Vidtin (60) drdq days of rhe oxplmtd ni of tormintion ofshris AWmament, Ricoh shall slink to Cualomer in itemilmd hrvotwo fat my &to or coycroses, Indudlog anyperudl face, therdoibte ea tma aider ids Agyt mscat ltoocepta IN odtorwrsv provided haviht, C ustoimcr, v a payment! of aeerued oearuie ser silveiocd, shall thmemthm have ao fsurtrce llabiAty or ob0 Mil doe fa Ittaohwhamaavar tl v my farther has err ecpeoaes swing hareondat. Ig the evwet Ricoh tormf tater this AWsomatu bvavuse of the broach of Cussgmer, Ricoh shad be entitled w payment fhr.w0ek in progress; plus rdhabursenumt hbr out-af pocksk expwap, 1I. TNDEIVNITY Casttmru'shdfl i e munit�, matw and hold Moot, its affillaees, affio&% direclaro, shoratrvhkn, employees, agents audits end thch imccusda and assigns {"Ricoh Paries") harmlmae i4am sad against sayliabiliuyF lase, seer, expense or dotage whenoever i mmcd by moon of say blench of" Agraap * by Customer or by reason of any Minty whedhir to body, property, bueinesa, ohnavter or oeputulbd sustained by Ricoh !settles or to soy other parson by reason til my eek naglear, addition or default by Customer, Customer shall ddfdnd any a *= to which this mdemutity shall apply. In tha evert Customer fails to defined such Nation Ricoh do to nod recover foam. CtlstimW is idditiM all odtn sod miya oe, Ineludhmg, without Ittdtatlon, atmmays' leve and debursawews, movered by Nah its ddddtetka therewith, Riwb shill br entitled to reeawer ff em QnJe mar all costs and expeaso% including without liadmtcn. mtunioys' #hes and disembuaonietst, metered by No& id aettaeoden with sedans trial by Ricoh or its mMvieatativa (1) In ddorgv spy provision of this Agreement; pt) to Africt any Payhtn M or "Reedand provided farheralni (in) ro arstitvic, malnkdn, ptnserve, cnfvrae end latvvlase ad Ricoh's security Inleraat m de lien on ibs goads, vrhether tluvuph jtrdlefal praeeediag at otherwsut or 0) to dolbdd orroseate say nations or praeeedimlls arising out of any Ricoh nuffictipm Mth Customer, The hvegaing pyovithods of thin paragraph I1 Mhau aw-mo the tcMdaetion oeaxpixWQA of WE Agrsament. 12, FOLL AGRIMMIRT This Agreamsne aonstiWgi the entire agererdwt between We psoas pertakitrg to On subject masts brxcof end su;wMadet MR prtat egcasmetlts, undcritandings, negotidirom end dimeuasiagt, whether Orel wdmq;k of the prides, yid may not be added to, drodifled, emppls"tod or utMYM In any Way except to writing signed by die vertim (ether scat ptiatog otiaagee protMdod f?R hcaie), U. SSUCES$ORS AND Al4, ONS1 T&XMINATION Thhe Agraotwt dullbe bladiog an alk rJrdea 1101810; dteir hdrw MueaMeeors, sad aaugae, llawever, dw Agrowiem A*y cot be assigned by Customer without du adesmu of Ricoh, id, 51ZPARABUX3'K OF PRO'i'TB10M Zah psg4on of this Agnidmaw date doalidarad aeparAbk, ural, If fir rely testas eigpmvl6ir� Chat ne eeeemdi ria the efibcivattoa df We bssiv putpoete of the Ag amcat is iium dad to be Invalid m aautrmyto any anddtims w Odom law, tush iotvaiid y shall not mopem th8 opeagotof or affect fhmo 11ravidont of ibis Agreement that aro valid, 1S. COUNTZOARTS AND VACaDME SIGNATwW Thele Agrcemeat may be etesvukd M gavel coanlerperts, each tit wbioh th►R tic dcemaa to hal tin origtial and ail of whleh together shall oonstituta am Agl witmt binding ad all paltics have not sigdtd the same aonpprrptu#. A faxvd sig irm of this Agreement bowing surhotAaed iilpidures any be treated as w goginal. 16. WAIVER OF.IMY TIAL, ALL PARTS RZ1 LUY IRREVOCABLY WAIVE (a) TEW klOHHT OT TRiAL BY XxYr AM (b)THE RIGHT OT 1NTEMSE ANY AND ALL COUNTERCLAWS IN ANY ACP40N, PRCIIisWO OR CLAIM AR(S1NO OUT OF OR PERTAIN4 TO T13I$ •AGREBhd>Wr 17. JURI9DKCTWK All parries batt consent red voluumdty submit to ptisomd A ladietion in gm State of New York and in We ad" in uah Ston lunted is Now York Coowa r in May prMeccdIq arising nae of et Watlng to this Agsaeatent, 1S, BOLD HAR1Ah EIS to ne 4stkbd dta11 Rloalr he I1Mble to arty damegvr whetsvavar ludluding vAchmffq>atg6i a, spacial, IgoWomd, cwnogmhtia6 or indirect hivages mr personal Wtay, lass of bh►ndmt ptaft, bustaama hmetrn Wo, lose ofbwindss tdbvmadon sAsing gut afar wabilly to rite this product. Weak it act: flable fir any claim made by a third petty or made by ycw6r a third paras. The Cuuemter eoksowledges tut the sarvioc coverage in woh that tin dqugpmw May cadildue to provide, ooplea• but not tlmgdan as a printer. The Customer IMI be Me tfr thcsc "as of repairs wilcit covered by a netwwk conneadvlty wiateaance agroattim, Specifically. this Agreement in 4%didaMc to ptirtt volume only ecrNcon and wasl4da holy desk Iayport, network o wpvet; software Visiioatioa and any other eosuseodvity support serviovs. 19. FO tCE MAAVRX Ricoh shall not be liable to Cumcmer for spy falum ardelay oauted by my everts bvyvud Ricoh's mimml, mulutift wtthew limilatlan, Casrager's those to famish aweseay bmfotnevAun; obotagei Mlim or dnhhya mtreospodlliaa or eammuniodioo; boycoisse amWrgoes; fhfluses of substitution of oquipdeat; labor disponi% aanNean; shaeto" of lobar, Seel, raw matmia{s, MRehWnWy, Or vAotpteemti wohake1411illtit* AN'. MItmot flood: OKingaake; ewwlosion; acts afO*d; eats of any goveatmemt or Buy quasi-gaudrumestd Pigpen saviga. su NO WARkANTY RMH rngCLAfM3 ALL WAARANM. r4MIS OR "LMD, ►NCLVDINO ANY 110= WA"-4.VTZB OF MERCHAN1'AMUTY. TEUMXAL COMPATAHILTY, P124ESS FOR U9, OR FM MSS FOR A PARTICULAR FUMSE, CUSTCMi R AGUH rMAT Rraah IS NOT 1iP_4POMMBL81t©RSf1RE=, WCMENTAL OR COMQUSNTiAL DAMAGES INCLUDING, BM NOT Lgv= TO, =21 LOSS OF I= Gtr THE EQU Mar-, 21.1N8URANCIi Customer "t attain and mabwa a, at it's own t*vmv, imurmaa relating to chums for Waxy Millar pm my damage (dnchrdat aawwwWal geminal hollity insvtautvv) based on its use Otho equdpmene, goods and nuchdury, 801AIGS 0d0 Hoold Wd99:Z1 LOU 'E 'UPr Ricoh Business Solutions Customer Care Service 2000 Siena Point Parkway, 7 hh R I C Brisbane, CA 94005 Contract 650-238-5937 Phone 650-238-599615994 Fax CUSTOMER BILL TO: City of Cupertino J Name . Start Meter 10300 Torre Avenue Term (Months) Address Excess Copy Cupertino CA 95014 City State Zip Kimberly Smith Contact Charge 408-777-3217 408-777-3366 Phone No. Fax No. Email: 12 Months Base Billing ® Quarterly ❑ Annual ❑ Term Overage Billing 0 Quarterly ❑ Annual ❑ Monthly CUSTOMER SHIP TO: City of Cupertino Serial Number Name . Start Meter 10300 Torre Avenue Term (Months) Address Excess Copy Cupertino CA 95014 City State Zip Kimberly Smith Contact Charge 408-777-3217 408-777-3366 Phone No. Fax No. Email: 12 Months Base Billing Amount $1,759.68 Full Contract Amount $7,038.72 (Plus applicable taees) (Pitts applicable tares) Contract Details N Includes Chemicals ❑ Excludes Chemicals ❑ Network addendum attached ® Network addendum not applicable PO Number of � PO NumberStatelLocaIIGSA Contract Number Tax Exempt Coininents CONTRACT INCLUDES PARTS, LABOR, DRUM, AND SUPPLIES (EXCLUDES PAPER & STAPLES) Model Serial Number ID Number . Start Meter Start Date Term (Months) Copy or Development Excess Copy Allowance Charge MP100 L5670200018 821075 180,000 07-01-2007 12 Months 180,000 per QTR .006 3260C K5961000345 821076 9,600 07-01-2007 12 Months 9,600 per QTR .0168 B&W 3260C K5961000345 821076 7,200 07-01-2007 12 Months 7,200 per QTR .072 COLOR CUSTOMER SATISFACTION POLICY IN THE EVENT THE PRODUCT DOES NOT MEET TILE ORIGINAL MANUFACTURER'S STATED SPECIFICATIONS WITHIN THREE YEARS OF INSTALLATION OF ANY NEW RIC0I4 EQUIPMENT, RBS WILL, AT THE CUSTOMER REQUEST, REPLACE SUCH EQUIPMENT WITH A LIKE UNIT IF THE CUSTOMER MEETS THE FOLLOWING THRE-E CONDITIONS: 1. The equipment is continuously under the RBS Alahntenarnce Agreement alzplicable to the customer. 2. The customer fulfills all of the terms of this Maintenance Agreement applicable to the customer. 3. Before requesting a replacement unit, the customer gives RBS the oppor tuniol to resolve any service problents the customer Maintenance Agreeivent contracts are non -r efuudable/iron-k ansfercrble and non -cancelable. * Vase billing amount and full contract amount do not include price of Network Addendum, and applicable Friel surcharges. ❑ Customer has declined maintenance coverage at this time. The customer understands obtaining maintenance coverage later may incur charges in addition to the normal maintenance charge and has been informed as to the current time and material billing rates. TI -IIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS SIGNED BY TIIE CUSTOACIt AND RBS CONTRACT AIANAGEAtENT. Customer Acceptance By signing this Agreement Customer acknowledges having read all the terms and conditions of this Agreement and to be bound by them. No other agreements apply Ricoh Business Solutions Authorization Date unless expressly noted on the face of this agreement or in the contracts specified above. Contract Number— fC�eliyl�,�(./ 8l? -8 07 Customer Signature v Date p�lm.berl�Yni Print Name Rev. 10105 Ricoh Business Solutions AF lk I Customer Care Service 2000 Sierra Point Parkway, 7'" Fir Brisbane, CA 94005 Cw" H Contract 650-238-5937 Phone 650-238-5996/5994 Fax CUSTOMER BILL TO: City of Cupertino Serial Number Name Start Meter 10300 Torre Avenue Term (Months) Address Excess Copy Cupertino CA 95014 Citv State Zip Kimberly Smith Contact Char e 408-777-3217 408-777-3366 Phone No. Fax No. Email: 3 Months Base Billing ® Quarterly ❑ Annual ❑ Term Overage Billing ® Quarterly ❑ Annual ❑ Monthly CUSTOMER SHIP TO: City of Cupertino Serial Number Name Start Meter 10300 Torre Avenue Term (Months) Address Excess Copy Cupertino CA 95014 Citv State Zin Kimberly Smith Contact Char e 408-777-3217 408-777-3366 Phone No. Fax No. Email: 3 Months Base Billing Amount $1,759.68 Full Contract Amount $1,759.68 (Plus applicable taxes) (Plus applicable tares) Contract Details ® Includes Chemicals ❑ Excludes Chemicals ❑ Network addendum attached ® Network addendum not applicable Authorizations / PO Number(�� State/Local/GSA Contract Number Tax Exempt # Coinrnents CONTRACT INCLUDES PARTS, LABOR, DRUM, AND SUPPLIES (EXCLUDES PAPER & STAPLES) Model Serial Number ID Number Start Meter Start Date Term (Months) Copy or Development Excess Copy Allowance Char e MP100 L5670200018 821075 0000000 04-01-2007 3 Months 180,000 per QTR .006 3260C K5961000345 821076 0000000 04-01-2007 3 Months 9,600 per QTR .0168 B&W. 3260C K5961000345 821076 0000000 04-01-2007 3 Months 7,200 per QTR 072 COLOR CUSTOMER SATISFACTION POLICY IN THE EVENT THE PRODUCT DOES NOT MEET THE ORIGINAL MANUFACTURER'S STATED SPECIFICATIONS WITHIN THREE YEARS OF INSTALLATION OF ANY NEW RICOH EQUIPMENT, RBS WILL, AT THE CUSTOMER REQUEST, REPLACE SUCH EQUIPMENT WITH A LIKE UNIT IF THE CUSTOMER MEETS THE FOLLOWING THREE CONDITIONS: 1. The equipment is continuously under the RBS Mctintenance Agreement applicable to the customer. 2. The custonter•,f tfflills all of the terms o/'this Maintenance Agreement applicable to the customer. 3. Before r•egatesting a replacet7ter7t ur7it, the customer gives RBS the opportzrr7ity to resolve Qr7y service problerrrs the cttstovter may have with the equipment. Maintenance Agreement contracts are nrtn-reftnttlablelnott-transferable and tion -cancelable. ** Base billing antotntt and fall contract amount do not include price rf Network Addenelunt, and applicable Fncl Surcharges. ❑ Customer has declined maintenance coverage at this time. The customer understands obtaining maintenance coverage later may incur charges in addition to the normal maintenance charge and has been informed as to the cuff ent time and material billing rates. THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS SIGNED BY THE CUSTOMER AArD RBS CONTRACT MANAGEMENT. Ricoh Business Solations Authorization Conh•act1htn7ber Rev. 10/05 Date Customer Acceptance By signing this Agreement Customer acknowledges having read all the terms and conditions of this Agreement and to be bound by them. No other agreements apply unless expressly noted on the face of this agreement or in the contracts specified above. �/z8/o7 Customer Signature Date fit ]rnberi�( .�mtfih Print Name Leasing Company (Lessor): Ricoh Customer Corp. c•otor , b,4 t.A . m rapre ss Plain Language E ui Equipment Lease q p DESCRIPTION OF LEASED EQUIPMENT (Include quantity; make, model,'ser al no. and all attachments.) (Attach separate Schedule'W' if necessary.) :. Quantity Serial Number Make/Model No. Description obtain on your own and we may make a profit on such insurance. r d !M A J F--(C fi J��S delivery date and the due date for the first payment. Lease Payments are due whether or / not invoiced. If any payment is late, we may charge you, as reasonable collection costs, a ship and use of the Equipment. Unless and until you have exercised your Purchase late fee of $25.00 or 10% of the amount that is late, whichever is greater, but in no event Option at the end of the Lease, you agree that we are entitled to any and all tax benefits .LEASING CUSTOMER (Lessee): (Complete Legai.Nanme. if a corporation, use EXACT registered Corporate name.) Company Name � »--/ / ,y9 ! /,p �,� �Q �j�/�N � Federal Tax I.D. # Telephone No. Z72--§2-17 Billing Address,(rD UL • County: t✓��%%J L/ q�� Equipment Location (If other than Billing Address) County: SCHEDULE OF RENTAL PAYMENTS TERWdF LEASE /�� }{��/ijiN/ (1 M THS) I TOTAL NUMBER OF PER DIC PAYMENTS AMOUNT OF EACH PERIODIC PAYMENT III ! V j/ $ / (Plus Applicable Taxes) XFMV ❑ $1.00 BUYOUT BILLING PERIOD Monthly El Quarterly El Other TERMS AND CONDITIONS 1. LEASE CHARGES. You (the leasing customer, or lessee) agree to lease from us (the The cost of such insurance may be more than the cost of insurance you may be able to above leasing company) the above Equipment for the periodic payment amount and for obtain on your own and we may make a profit on such insurance. the full term stated above. We may charge you a partial payment for the time between the 6. TAXES AND OTHER FEES; INDEMNIFICATION. You agree to reimburse us for all delivery date and the due date for the first payment. Lease Payments are due whether or taxes (such as sales, use and property taxes) and charges in connection with the owner - not invoiced. If any payment is late, we may charge you, as reasonable collection costs, a ship and use of the Equipment. Unless and until you have exercised your Purchase late fee of $25.00 or 10% of the amount that is late, whichever is greater, but in no event Option at the end of the Lease, you agree that we are entitled to any and all tax benefits more than the maximum amount permitted under the laws of the jurisdiction where the (such as depreciation and tax credits), and you will not do anything inconsistent with this Equipment is located. understanding. If you do, you will indemnify (reimburse) us for our resulting losses. You 2. END OF TERM OPTIONS. If you are not in default at the end of the term of the Lease also agree to indemnify us for all losses and liabilities arising out of the ownership or your and upon 30 days prior written notice to us, you may purchase all of the Equipment AS IS, use of the Equipment. These promises will continue after this lease ends. for its fair market value as determined by us or for $1.00 if this option has been.extended 7. DEFAULT. If you fail to remit to us any payment within ten days of its due date or you to you as noted above (the "Purchase Option"). You agree to return the Equipment to us breach any other obligation under this Lease, we will have the right to do one or more of at your cost at the end of the Lease unless you exercise the Purchase Option. If you don't the following: (i) sue you for all past due payments; (ii) sue you for THE PRESENT return the Equipment, this Lease will continue for the same terms on a monthly basis. VALUE OF ALL PAYMENTS TO BECOME DUE IN THE FUTURE as liquidated damages 3. OTHER IMPORTANT TERMS. THIS LEASE CANNOT BE CANCELED BY YOU FOR and not as a penalty, plus the residual value we have placed on the Equipment and other ANY REASON, INCLUDING EQUIPMENT FAILURE, LOSS OR DAMAGE. YOU MAY charges you owe us; and (iii) repossess the Equipment. All amounts due us and to NOT REVOKE ACCEPTANCE OF THE EQUIPMENT. YOU, NOT WE, SELECTED THE become due hereunder shall be due immediately upon the commencement of any EQUIPMENT AND THE VENDOR. WE ARE NOT RESPONSIBLE FOR EQUIPMENT proceeding for reorganization or liquidation of your debts under federal or state law. We FAILURE OR THE VENDOR'S ACTS. YOU ARE LEASING THE EQUIPMENT "AS IS", may also exercise any other remedy available at law or equity. You will also pay for our AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING reasonable collection and legal costs. EXCEPT AS OTHERWISE PROVIDED IN PARA - SPECIFICALLY, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS GRAPH 1, THIS LEASE IS GOVERNED BY NEW JERSEY LAW, AND YOU AGREE TO FOR A PARTICULAR PURPOSE. WE ARE NOT RESPONSIBLE FOR SERVICE BE SUBJECT TO SUIT IN NEW JERSEY. YOU CONSENT TO PERSONAL JURISDICTION REPAIRS. Any warranties the vendor gave to us, if any, we hereby assign (pass) to you. IN THE NEW JERSEY COURTS AND WAIVE ANY TRIAL BY JURY. You may contact the vendor for a statement of such warranties, if any. You certify to us 3. ASSIGNMENT. You agree that you may not assign (transfer) this lease or sublease the that the Equipment will be used by you solely for business purposes and not for personal Equipment to anyone else or remove the Equipment from the location listed above. YOU or household purposes. AGREE THAT WE MAY SELL OR ASSIGN ANY OF OUR INTERESTS TO A NEW 4. TITLE. We will have title to the Equipment during this Lease. The parties hereby intend OWNER OR A SECURED PARTY ("THIRD PERSON") WITHOUT NOTICE TO YOU. In this to be a "finance lease" under Article 2A of the Uniform Commercial Code (the "UCC"). that event, the Third Person will have such rights as we assign to them but none of our However, if this Lease is determined not to be a "finance lease," you hereby grant us a obligations (we will keep those obligations), and the rights of the Third Person will not be security interest in the Equipment. TO THE EXTENT PERMITTED BY APPLICABLE subject to any claims, defenses or set -offs that you may have against us or another person. LAW, YOU WAIVE ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY g. MISCELLANEOUS. All financial information you have provided is true and a reasonable ARTICLE 2A OF THE UCC. representation of your financial condition. You authorize us or our agent to (a) obtain credit 5. LOSS; DAMAGE; INSURANCE. You are responsible for and accept the risk of loss or reports and make credit inquiries, and (b) release information we have about you and this damage to the Equipment. You agree to keep the Equipment insured against all risks of Lease to third parties. For your, convenience, we may accept a facsimile copy of this loss in an amount at least equal to the replacement cost, and you will list us as loss Lease with facsimile signatures. You agree a facsimile copy will be treated as an original payee. You shall give us written proof of all insurance. If you do not give us such proof, and will be admissible as evidence of this Lease. we may (but will not be obligated to) obtain other insurance and charge you a fee for it. AUTHORIZED SIGNATURE Date X Print Name and Tltl Rl mberl -rtl�� i+ C l�� PE ONAL GUARANTY NDIVIDUALLY, PERSONALLY, ABSOLUTELY AND UNCONDITIONALLY GUARANTY ALL PAYME AND OTHER OBLIGATIONS I/WE (E A "GUARANTOR") JOINTLY AND IED TO T+,�E LEASING COMPANY HIS LEASE AND THIS GUARANTY. 11W A THAT FHE LEASING ME/US ECY PROC ED -EW E'BEAS NG CUSTOMER OR HE EQUIPMENR I CONSENT TO PEROMPANY SONAL JURASDICTION IN TNST WITHOUT FIRM PROCEEDING AGAINSTTH H JE JERSEY COURTS AND WAIVE ANY�1 AL BY JURY. EACH GUARAN HEREBY WAIVES NOTICE OF ACCEPTANC �F THIS GUARANTY, LESSEE'S DEFAULT, ANO SCE OF DEMAND, PROTESTAND NOTICESR GUARANTOR MAY BE ENTITLED AND EACH GUARANTOR WAIVES NOTICE OF AND CONS TS TO ANY MODIFICATIONS OR AM ENTS TOO THIS LEASESE NATURE (INDIVIDUALLY; NO TI S�Date SIGNATURE (INDIVIDUALLY; NO TLES) Date \ GUARANTOR #1 Name and Home Address (Pleas rint) GUARANTOR #2 Name and Home Address (Please Print) .DELIVERY AND ACCEPTANCE CERTIFICATION THE LESSEE HEREBY CERTIFIES THAT ALL EQUIPMENT REFERRED TO ABOVE HAS BEEN DELIVERED, IS FULLY INSTALLED AND IT IS IN GOOD OPERATING ORDER AND LESSEE UNCONDITIONALLY ACCEPTS THE EQUIPMENT, W crt{ mo(zr:-PnoN dF 17' I NGt-t L.- M6N ITO P Arf,3.D Z - Fvup M SGtt+`�N L 5 M • DATE OF DELIVERY Z - 07 AUTHORIZED SIGNATURE CIT�C 'r L P_?—kTJTLE ACCEPTED BY RICOH CUSTOMER FINANCE CORP. (Lessor)'. By Title Date Lease # Leasing Company (Lessor) Ricoh rCuStomr Corp. ?LA NArNG -Color Cpp'rer Plain Language Equipment Lease�G��/ �! r DESCRIPTION OF LEASED EQUIPMENT (Include quantity, make, model, serial no, and all attachments.) (Attach separate Schedule "A" If necessary.) Quantity Serial Number Make/Model No. Description LEASING CUSTOMER (Lessee): (Complete Legal Name. If a corporation, use EXACT registered corporate name.) Company Name G n ) —r Federal Tax I.D. # Telephone No.j %`� Billing Address /� / � County: (!!�� t f1 4 �J 6�� Equipment Location (If other than Billing Address) _ N /V4� County: ! _ SCHEDULE OF RENTAL PAYMENTS TERF LEASE fl' (IN MONTHS) TOTAL NUMBER OF AMOUNT QF EACH PERIODIC PAYMENT PERIODIC PAYMENTS / /7 , `z� L 4P usGApppli;aabl Taxes) XFMV ❑ $1.00 BUYOUT BILLING PERIOD ❑ Monthly Quarterly ❑ Other TERMS AND CONDITIONS 1. LEASE CHARGES. You (the leasing customer, or lessee) agree to lease from us (the above leasing company) the above Equipment for the periodic payment amount and for the full term stated above. We may charge you a partial payment for the time between the delivery date and the due date for the first payment. Lease Payments are due whether or not invoiced. If any payment is late, we may charge you, as reasonable collection costs, a late fee of $25.00 or 10% of the amount that is late, whichever is greater, but in no event more than the maximum amount permitted under the laws of the jurisdiction where the Equipment Is located. 2. END OF TERM OPTIONS. If you are not in default at the end of the term of the Lease and upon 30 days prior written notice to us, you may purchase all of the Equipment AS IS, for its fair market value as determined by us or for $1.00 if this option has been extended to you as noted above (the "Purchase Option"). You agree to return the Equipment to us at your cost at the end of the Lease unless you exercise the Purchase Option. If you don't return the Equipment, this Lease will continue for the same terms on a monthly basis. 3. OTHER IMPORTANT TERMS. THIS LEASE CANNOT BE CANCELED BY YOU FOR ANY REASON, INCLUDING EQUIPMENT FAILURE, LOSS OR DAMAGE. YOU MAY NOT REVOKE ACCEPTANCE OF THE EQUIPMENT. YOU, NOT WE, SELECTED THE EQUIPMENT AND THE VENDOR. WE ARE NOT RESPONSIBLE FOR EQUIPMENT FAILURE OR THE VENDOR'S ACTS. YOU ARE LEASING THE EQUIPMENT "AS IS", AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING SPECIFICALLY, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE ARE NOT RESPONSIBLE FOR SERVICE REPAIRS. Any warranties the vendor gave to us, if any, we hereby assign (pass) to you. You may contact the vendor for a statement of such warranties, if any. You certify to us that the Equipment will be used by you solely for business purposes and not for personal or household purposes. 4. TITLE. We -will have title to the Equipment during this Lease. The parties hereby intend this to be a "finance lease" under Article 2A of the Uniform Commercial Code (the "UCC"). However, if this Lease is determined not to be a "finance lease," you hereby grant us a security interest in the Equipment. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UCC. 5. LOSS; DAMAGE; INSURANCE. You are responsible for and accept the risk of loss or damage to the Equipment. You agree to keep the Equipment insured against all risks of loss in an amount at least equal to the replacement cost, and you will list us as loss payee. You shall give us written proof of all insurance. If you do not give us such proof, we may (but will not be obligated to) obtain other insurance and charge you a fee for it. The cost of such insurance may be more than the cost of insurance you may be able to obtain on your own and we may make a profit on such insurance. 6. TAXES AND OTHER FEES; INDEMNIFICATION. You agree to reimburse us for all taxes (such as sales, use and property taxes) and charges in connection with the owner- ship and use of the Equipment. Unless and until you have exercised your Purchase Option at the end of the Lease, you agree that we are entitled to any and all tax benefits (such as depreciation and tax credits), and you will not do anything inconsistent with this understanding. If you do, you will indemnify (reimburse) us for our resulting losses. You also agree to indemnify us for all losses and liabilities arising out of the ownership or your use of the Equipment. These promises will continue after this lease ends. 7. DEFAULT. If you fail to remit to us any payment within ten days of its due date or you breach any other obligation under this Lease, we will have the right to do one or more of the following: (i) sue you for all past due payments; (ii) sue you for THE PRESENT VALUE OF ALL PAYMENTS TO BECOME DUE IN THE FUTURE as liquidated damages and not as a penalty, plus the residual value we have placed on the Equipment and other charges you owe us; and (iii) repossess the Equipment. All amounts due us and to become due hereunder shall be due immediately upon the commencement of any proceeding for reorganization or liquidation of your debts under federal or state law. We may also exercise any other remedy available at law or equity. You will also pay for our reasonable collection and legal costs. EXCEPT AS OTHERWISE PROVIDED IN PARA- GRAPH 1, THIS LEASE IS GOVERNED BY NEW JERSEY LAW, AND YOU AGREE TO BE SUBJECT TO SUIT IN NEW JERSEY. YOU CONSENT TO PERSONAL JURISDICTION IN THE NEW JERSEY COURTS AND WAIVE ANY TRIAL BY JURY. 8. ASSIGNMENT. You agree that you may not assign (transfer) this lease or sublease the Equipment to anyone else or remove the Equipment from the location listed above. YOU AGREE THAT WE MAY SELL OR ASSIGN ANY OF OUR INTERESTS TO A NEW OWNER OR A SECURED PARTY ("THIRD PERSON") WITHOUT NOTICE TO YOU. In that event, the Third Person will have such rights as we assign to them but none of our obligations (we will keep those obligations), and the rights of the Third Person will not be subject to any claims, defenses or set -offs that you may have against us or another person. 9. MISCELLANEOUS. All financial information you have provided is true and a reasonable representation of your financial condition. You authorize us or our agent to (a) obtain credit reports and make credit inquiries, and (b) release Information we have about you and this Lease to third parties. For your convenience, we may accept a facsimile copy of this Lease with facsimile signatures. You agree a facsimile copy will be treated as an original and will be admissible as evidence of this Lease. AUTHORIZED SIG TUBE Date Print Name and Title PERSONAL GUARANTY I/WE (EACH A "GUARANTOR") JOINTLY AN4 INDIVIDUALLY, PERSONALLY, ABSOLUTELY AND UNCONDITIONALLY GUARANTY ALL PAYMENTS AND OTHER OBLIGATIONS Y MAY PROCEED'DIRECTLY AGAINST ME/US WITHOED Tl� FIH(� ST PROCEEDING AGAINST THE LYAS NG CUE LEASING COMPANY UNDEWTHJIS LEASE STOMER OR THE EQUIPMENT. THIS GUARANTY. I/WE /WE CONSENT TO PERSONATHAT THE LEASING L JURISDICTION IN THE NEW JERSEY COURTS AND WAIU,'-AOY TRIAL BY JURY. EACH GUARANTQU HEREBY WAIVES NOTICE OF ACCEPTANCE OF THIS GUARANTY, LESSEE'S DEFAULT, A`N,OTICE OF DEMAND, PROTEST AN LL OTHER NOTICES TO WHICH LESSEE OR GUARANTOR MAY BE ENTITLED AND EACH GUARANTOR WAIVES NOTICE OF AND CONSENTS TO ANY MODIFICATIONS, R AMENDMENTS TO THIS LEASE. 1'1; SIGNATURE (INDIVIDITAL Y; NO TITLES) Date SIGNATURE (INDIVIDUALLY; NO TITLES) Date GUARANTOR #1 Name and Home 9ddress (Please Print) GUARANTOR #2 Name and Home•[>ddress (Please Print) DELIVERY AND ACCEPTANCE CERTIFICATION THE LESSEE HEREBY CERTIFIES THAT ALL EQUIPMENT REFERRED TO ABOVE HAS BEEN DELIVERED, IS FULLY INSTALLED AND IT IS IN GOOD OPERATING ORDER AND LESSEE UNCONDITIONALLY ACCEPTS THE EQUIPMENT. DATE OF DELIVERY AUTHORIZED SIGNATURE TITLE ACCEPTED BY RICOH CUSTOMER FINANCE CORP. (Lessor) By Title Date Lease It f21COH Equipment Model & Description Ricoh MP 7500SP Multi Function System Ricoh MP3350SP Multi -Function System Ricoh MP C2500SPF Multi -Function Color System COST PER IMAGE RENTAL AGREEMENT TERMS & CONDITIONS Ricoh Business Solutions ❑✓ See attached schedule for additonal Equipment /Accessiories Equipment Location (if different from Billing Address) Ricoh Business Solutions Name 181 Metro Drive Suite 100 San Jose, CA 95110 YOU HAVE SELECTED THE EQUIPMENT, THE SUPPLIER AND ITS REPRESENTATIVES ARE NOT OUR AGENTS AND ARE NOT AUTHORIZED TO MODIFY THE TERMS OF THIS AGREEMENT. YOU ARE AWARE OF THE NAME OF THE MANUFACTURER FOR A DESCRIPTION OF YOUR WARRANTY RIGHTS. WE MAKE NO WARRANTIES TO YOU, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY OR OTHERWISE. WE PROVIDE THE EQUIPMENT TO YOU AS -IS. WE SHALL NOT BE LIABLE FOR CONSEQUENTIAL OR SPECIAL DAMAGES. YOUR PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL AND ARE NOT SUBJECT TO CANCELLATION, REDUCTION OR SETOFF FOR ANY REASON WHATSOEVER. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF NEW JERSEY. YOU CONSENT TO THE JURISDICTION AND VENUE OF FEDERAL AND STATE COURTS IN NEW JERSEY. BY SIGNING THIS AGREMENT, YOU ACKNOWLEDGE RECEIPT OF AND ARE IN AGREEMENT TO THE TERMS AND CONDITIONS APPLICABLE TO THIS AGREEMENT, 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, TO PROTECT YOU AND US FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT. BOTH PARTIES AGREE TO WAIVE ALL RIGHTS TO A JURY TRIAL. Ricoh Americas Corporation By: Name: Title: Date: Serial Number Accessories w/Finisher SR970-Hole Punch w/Shift Sort Tray w/Shift Sort Tray • Minimum Monthly Payment $3,662.39 Term 48 months (plus applicable taxes) Minimum Number Excess Per Imo a Type of Images Image Charge nI%a0 jl9 -??j'0 108,000 .00922 Black & White Images ill^Gelm D 1,200 .079 Color Images Printer Images /hIer-7S o 2,000 .016 Other Images Excess per Image Billing Preference (monthly if not checked) ❑ Monthly ❑ Quarterly ❑ Semi -Annually s❑ Annually The following additional payments are due on the date this Agreement is signed by you: SECURITY DEPOSIT $ ADVANCE PAYMENT* $ :,Applied to: (plus applicable taxes) ❑ first ❑ last No .9av�u,a� ��crease 7� s 7' Full Legal Name, City Of Cupertino Billing Address 10300 Torre Ave city Cupertino ST CA ZIP 95014 Contact Name Phone Email Address Tom Walters (408) 777-3129 BY X ner iCtlmbec� S .� Name: Please Print T©p, ltlfiz.7zle,5 t} ete�rk Title:--rGr/4E!{ Date:._ ZS =0 r Fed Tax ID: Date of Signature 9;' d Z 73 4/, Unconditional Personal Guaranty In consideration of Owner entering into this Agreement, the undersigned unconditionally and irrevocably guarantees to Owner, its successors and assigns, the prompt payment and performance of all existing and future obligations of Customer to Owner, including this Agreement. I agree that (a) this is a guaranty and not of collection, and that Owner can proceed directly against me personally without resorting to any security or seeking to collect from Customer, (b) I waive all suretyship defenses including impairment of collateral, failure to properly perfect a security interest in the collateral, and all notices, including those of protest, presentment and demand, (c) Owner may renew, extend or otherwise change the terms of this Agreement without notice tome and I will be bound by such changes, and (d) I will pay all of Owner's costs of enforcement and, collection, including reasonable attorneys fees and costs. This guaranty survives the bankruptcy of Customer and binds my administrators, successors and assigns. My obligations under this guaranty continue even if Customer becomes insolvent or bankrupt or is discharged from bankruptcy and I agree not to seek to be repaid by Customer in the event I must pay Owner, until you have been paid all amounts owed. This guaranty shall be governed by the laws of New Jersey. I consent to the personal jurisdiction and venue of federal and state courts in New Jersey. Based on Owner's mutual agreement set forth above, I WAIVE ALL RIGHTS TO A JURY TRIAL. RC H BY: individually COST PER )MAGE RENTAL AGREEMENT TERMS & CONDMONS Ricoh EkiSkiess SokWom 1. TERM AND RENT. This Agreement is efferlive on the date that It is accepled and signed by is, and the lam begin on tat dale or any later dale tat we desgeae (tee 'Comamcr ere l Dale) and Loiaues tber�rfm to ruuherotueuits nbdrated aboeo. You wilismpaseparAaErivipmentdelivery and acceptance cegfliate and we nay also euofrm your acceptance by k4ephone. and any such telephone oatenraieh sires have the sere binding legal effect an you as a signed delivery ad amelAarx ®orale Payments under linos Agreement CAgreemet Paymnds) will be due as invoked by us unil the balance of fee Agreement Payments and any additional Awes met Payments or e tp penes chargeable b you uta the Agreement are paid in fui. YOM OBt"TION TO PAY THE RENTAL PAYMENTS AND OTHER AGREEMENT OBLIGATIONS IS ABSCLUTE AND UNCONDITIONAL AND IS NOT SUIktECT TO CANCELLATION, RmuGnm SETOFF OR COI1NfE97.C4AI1lA. THIS AGB;EHh£Ni IS NOW CANCELABLE . 2 SE.ECRON OF ECIAPl18IDOISCLAIMER OF WARRANTIES You have selected to Eq ip ort and the supplier from who;n we agree to pause Tne Equipment at year request. We are not tae mauFaa■er of the Eipipn®t and we are bung the E-quuprnat to you AS1S. You hane steered the Equ iumet and we MAKE No WARRANTES„ EXPRESS OR RAIR IED. INCLUDING WARRANTIES OF IAERRCHANTABIUTY OR FnIESS FOR APARTTCU AR IMPOSE We bahsferio you hrtle leim. of disAg ee e t all vmmani!s. f any, made blytmnadackm- YOU ALSO AC)QIGWLEDGE THAT NO ONE IS ALITHORR'® TO WAIVE OR CHANGE ANY TERN, PROVISION OR CONDITION OF THIS AGREEhBNI AND EXCEPT FOR ANY W"FACTURER WARRANTIES, MAKE ANY REPRESENTATION OR WARRANTY ABOUT THE AGR1339311T OR THE E-fKdPAEiT WE SHALL NOT BE Lt161.E FOR ANY DELAYS IN IJAKI NG DELNERIES OR REPAIRS NOR IN ANY EVENT FOR SPECIAL_ RESILTNG OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT OCCASIONED BY ANY BREACH OF WARRANTY OR REPRESENTATION OR RESLI TING FROM THE USE OR PERFORMANCE OF THE EQUPMB'hT. YOUR OBLIGATION TO PAY IN FIAT ANY AMOUNT DUE UNDER THIS AGREEMENT WILL NOT BE AFFECTED BY ANY DISPUTE, CLAM, COUNTERCLAIM, DEFENSE OR OTHER RIGHT WHICH YOU MAY HAVE OR ASSERT AGAINST THE SUPPLIER. OR THE EQUIPMENT MANIFACRA7HN. 3. NAEE CHARGES Each ma8n dung to Toe of is Agreement, you agree In naott b us the 'Minoan, fly Papnai and all clear sous who nue and payable at to address we provide to you bun lime, In free. In neem kr to hiesono Monthly Payment, you are eery In produce the Miiroun Number of Images Tor each applicable nage Type each math You also agrce to pay us the applicable Emus Per Image Charge (plus applicable tares) for each mmlereel image that P e k The appdrable M inrau m Naber of inmagm We may a liiaale Tre owber of mages prork f you do not provide us wit mekr readings wihn seven (7) days ofrneWest. We will mush The eslienhad change for excessieages upon illot-h meiannahaga Nandl>starsr9 any a*stevets. you will -pay us les Tan to iinknerm Modply Payummat You agrro tld wedgy nnese thapotio ot the Mi:eeen NontpPaymhai aTrbnleble b boll sev<P maintenance of to Eupfpnrent and Te Eros Per Image Charge for each Image Type each year dung to term of this Agreement by an amount nut to exceed ten I - (1o%) of that potion of to Miioum Malty Payment a6ihoable, in full service maintenance of the Tyujpneit and line Eaess Per nage Charge in effect at to end of Tne prim areal poorL, or the rain m Percentage perne"ted by he& rdiche is pews At err opioti you vi (a) provide us by to ephnrh or facsimile to alal mere readings when uapuesled by us (b) provide os (o our agent) amass to the Equipment to obtain nor rr or (c) aide us (o our agent) to ata h an atomic melte ieadirrg devic e lot e Eepnnpme t. We nay audit any aulumatic bmeeler nneafng device pe ioriraty M e - Monthly Payments am Ao wlofner or not you are mused ff you have a dispne with l e Supple regarding to Equipment. you shat urine to pay us all Attune Manny Payments and F- Per nage Charges willm t rlalucGon or wiioidng any amounts. You aruimetm us to adjust the limen ModNy Payments by rd mum Nae 15°% to relied any veomfiquad a of the Ermprne t or ad(nsnmets to refect applicable saes tles or the coal otThe Eghapaan by the marubaure suppim- ThsAgreemets NGMFCANCELLABLE & OTHER CHARGES. You agree d (a) pay all premiums and alba mss ofirmmieg be Eq* mmat; *J) nsmn6use os for all cents and expenses g reasonable allo neve tees and ort mss) named in erturo g is Agreement; (c) pay alp cTher orfs and nae sus for which you are ahigaied under this Ageeneht and (d) pay all licenses and repsluafum feel, sales and use tmL You agree, at our dns leimn, to wine (1) reimburse us foo all pascal Pmpab and other aid Sass and gumm a er" charges asodad wih the ormeaip, possessgm or use of the Equipment. or (2) rent to us each mnoAh err nsfeeale of the PM�calad egq*0115rd ut such hues and govmrnnmtai lenges Wye may the an your beat any anion megied under tis Agreement winch you fat to talo, and upon mit of our iwowe you will PranTl9 pay arose (i■ lud..g i®eahceproims and other payments to males). L LATE CHARGES. For any payment which sand received by is Auer dale, you agree In dal a lade cage equal In the higher of Lp to 5% of to ammrt duce m SIGM (not lo used Tae madmen amount Pnmhihad bylaw) - IL MANTHNANCE AND SERVICE: OWNERSHIP AND USE. We are not to prodder of maim and maiYaare for the Eguipnern and do rdasnme any respo sLBy m obligations to provide you wih such saves even Im ugh we May be adng as a billing oAriebaor layor m airde abce provider as an admiisimive shoe to yon and your maintenance provide The Supplier kleded an Page 1 of Ts Agreement has agreed b provide PULL SERARCE AANTENAN[E. DURING NORMAL BUSINESS HCURS, NCUUM ALL TOHBR, DEVELOPER AND PARTS NECESSARY TO DUCE WGES YOU MUST PURCHASE PAPER AND STAPLES SEPARATELY You agree In pay fir service raiamahce outside dfe Suppnd's conal business Furs fo service required by your neliigance or muse of Tee Equipment at Supplier's aahstomay ales. We reserve a security ir- 'in the Equipnet In secure all of you obligations uiderts Agree n e t Utes you have a$1_00 purchase option, ue will have fie to tne Equipment lyouhave a $1.011 pulasegirn adfm to Agreement purchase optima is dlre red In be a security ageeneot, you grad as a secudy, inWest in be Egipm e t and all proceeds; thered You lave fie Fight to use t e Epipmert far the tut Agreement temp I■o;ded you own* w1 h be loins and casae of to Aweemet Nvahgh to Egipmat many beeouo a 3c ad m real esttl, t remgs parsatl put-ly a d you agree cot lopeamt a Sante be placed upon he Equipment or to rescue the Equipment wloot "prim wllan crrsat I we fed it is may. you agree in provide es with wavers of iaest or 5amse Sur anyone hawing any nbin�t in the real estale an which aynan of Equipmentisloafed. We also lave tee dght al measoable Yaws, In impact the Equipme t II DETu94M 7. ASSIGNfENi: YOU AGREE NOT TO TRANSFER Sd7A, SUBI-EASE ASSIGK PLEDGE OR ENCUMBER ETHER THE EQUIPMENT OR ANY RIGHTS UNDER THIS AGFE91ENT WITHOUT OUR PRIOR WRITTEN CONSENT You agree tat we may set, assW or bander this Agreement acdfor the Egwpenai and, f we d, the new owner will have the same rights and backs that ve now have but will not have to perform ad will not be Tale for any of our obligations and that Ube rights of the new asgppee Lessor, Weather or not you have been nu fed of such assignment will not be m*d in any cigar, dderser% or set -aft that you may have against us Any such assignment, sale err YaLsfo of this Agomammt or to Equipment wi not referee us of or obligations to you under this IL END OF TERM OPTEOlt Upon at least sb4 (60) days but not moo gal one hundred twenty (120) days wihan naive to us poor to he ePlatan of line Agreement lams you stall adore us of your i tenSan to either eemctse ay purchase opio tat las been granted to you or rely n Tne Egipmert In ;u at to end of the Agreement term Provided you have given such Limy nobue- you shat edw purchase or return to Equvmnk to us, beight and insurance prepaid, m good repair. condition and warlivg order, ordinary wear and fear excepted. in a macer and to a location designated by us. I you fad to coyly nus, or having naffed u% you fad to purchase or return the Equ"prnet as Provided heerah, this Agreement shat morrow far consecutive sody (150) day Peds and you agree to conlow be make Agreement Payments at the same morltty Agreement Payments as set forth an the Agreement sihjert to the nght of e7ner party to hamimle the Agreement upon sody, (i0) days vri en natio, n which rase you will immediately deliver the Eq ipeeat to us as required in Tf6 paagmph. Upon eapiaiun of the Agreement tam, provided you am not m dela lt, you sial have the Option to p nchase all lot not lis than at of line Equipment an the tams irk2led above. We will use our reasonable judgment to determine die Equipments fa market value for at far nuke[ value purchase options which shall be based an the Equipment nemankttg in place. T. LOSS OR DAMAGE You are responsible for the mk of loss or destruction of. or damage to the Equipment No such loss or damage relieves you from any ohigaian ude this Agreement. You agree to promptly ncYry as of awry loss or damage In the Eq*Me t and you w7 Pay NO as the pesed value of Te Intl at al unpaid Agreement Payments for the RA Agreement teem, pias either tee fa market value of the Equipment at the end of the originally, scheduled Agreement Lam as reasonably determined by us or any End of Tem; Option Ino Slated on the Agreement, whichever is greater (ale 'FAV'), write dre accek aled Agreement Payments and the FMV disnuded at 5% per ahem;, plus, f appicaboe, reasonable costs of collection and attorneys fees, whereupon the Agreement shell heennafe. AI prmrsels of insurance received by us will be applied to the amount due oda this soSon 9. 10. INDEMNITY: We are not rnsIonsble for any losses or -rnjuies reused by pre Equipment and you agree to reimburse us for and to iderrdfy and defect au against any claim for losses or kiuhess caused by the Egdpne t ®opt if caused by our gross nevgige nce or wi fel nirxonduc. This kdnaity, will montane even altafive termination d this Agreement. 11- TAXES: Yin agree in pay all irrrnY and negshaior fees, sale and use Hues, personal property tares and at other hates and larges. nlatirng to the a ne shiP. ka9rg, relay. sale, purl,ase, possession or nue of the Equipment as pat of the Agreement Payment or as hied by urs You agree that f we Pay any chutes or charges an your befall you wi'rarhuse us fo all such payments with the nod Aweetmet Payment ' ii INSURANCE During the tam or this Agreement you wi kesp the d iesred against all risks of less or damage in an amount not less than the replaeane t cost of the Equipment witiaet deduchlte and vilhoui o-isuraICZL You vi aso alum ad nmktann fur lbe tam of each Ageemed, comprehensive putilic fatally, ksevance erg both Parsanal w ry and poPerfy damage. We will be the sole caned los payee an the property mane ce and named as an additional ins wad an to pubic liability insurance, You will pay all inanums for such insurance and colli- deliver prat of insurance cone -age safishi locy to us o or before the Co m mneme t Date. I you do not so Prole evidence CC such nsaawx, you agree that we lave Tne dghL but not the obligation. to o- - such insurance and add an insurance fen to IN amount due from you on which we make a poll and you agree to pay us an additional marl* charge to reimburse us fm be insurance premium and our current' adv inisl'atioe fee an which we, may make a prdt 13. DEFAULT: You ane in default of His Agreement if aI, of to kdaw g ormrs a) you hal to pay any Agreement Payment or Other sum when due; b) you breach any wa arty or other obigalion Under tis Agme me t, or any deer agreement with us: c) you. any Pallia or any p-arto des, you become isolvad or unable, to pay your debts when dm, you step doing busies as a gong concern; you mage, camsaidale, trade all or substardally all of you asselLs; you make an assignment for the haunt of creditors or you undergo a substantial delaioabon a your financial c oradiiar or d) you, ay guarantor o any palbe, wirtaty fie or have fled against you or t involuntarily. a pai"iah or, liquidation, uemganumtiab adprsfi et of dolt or sanies relief under the Federal BaimPlcy Code or ay acne present or fihue federal or SI I hannupicy OF nsoherhcy law, or a hudee, raver Or liquidator is aid for you or it or a substantial pat of your o is -L, 14.. R®d®E& We have the following remedies f a default staid occur a) upon Yriben nice lr liquidated damages for los or to bargain and not as a peaty. declare the entire balance of to cmi ad Agreement Payments foir the fat term irnodahely due and payable and dermad and rreeeive all Ageamet Payments and ay other p ynnerls lean accrued and toss tat are accelerated under the Agreement or any aluer agreement pis be FMV (as defined in Secio 9) rib all accelerated Agreement P-aymaas and the FMV discounted a 5% per ani a, but only to to edea[ p;analtled by law; b) charge you interest an all monies due us at the rate of eikjInteen pervert (18%) paryeafran the dale of default and pal. but in no event more than the mmnnmm rate pennitled by car, c) and require tial you ndum the Ewmme t to us and n the evert you fat to return to Ewrigareat entu upon The promises peaceably with or wiiuwt legal paces where the Equipnect is Located and repossess the Equipnat. Such rehrn or repossession of the Equipment will net constitute a lamination at this Agreement unlesswe expressly nobly you in wrMug that is [antlered. In the evert the Equipment is returned b or repossessed by us, we will sell or ne•rean the Equcpmai in any pesos with ary toms we delenmo, at are or move pubic or private sales, wih or without notice to you, and apply the net proceeds as deducting to ousts ad' a pensas of such sale or re-neit In yaw ohigahons with you reaanig liable for any d e icency The credit for any sums to be received by us from any such manah slat be diseomled to ger date of the agreement at five pa rt (5%) per yea. Ym we also required to pay (1 all MWe nses inamed by us nh connection with the atammet of any remedirr, nckaling al a xmw s of reipmsessag, smog, shipping. repairing and Seng the Equipment and n reasnable al nmaje fees and costs. 15. WARRANTY OF BUSINESS PURPOSE: You farad and relamsan tat tae Egfp me t WE be used for business purposes„ and notfa'fersoel, fancy or household purposes. IrL UCC FILINGS. You autlais us to fie a financing statement ovreng the Equipment. I we had it is nrcassairy, you agree to suLritilmaaaf statements (amdled [amiable) on a quately bass 17. MISCELLANEOUS. Vfio@an notices will be darned In have been giverh when delivered personally wufhn 3 days atter bang deposited n lne United Shales rtaT, postage prepaid, or the net business day if sol by overnight osier, and addressed to de re cipcht at is address above or at any odw address suhsegen dy provided n wing. This Agreement ratan: the e;lie agreement and understanding of Me pates. No agreements or urderstandrgs a a hincig on the partes unles set tofu in will g ad signed bythe padres Any paw of the Agreement which for any reason may be held oeatarcrable ghat be met eefive wituut nmaidabn the cowering provisions of This Agreement. You agce dud a facsimile cuff of is Agreement w'ia facsimile sigaans may be headed as an original for I e purpose of being admissible as evidence of the Agnremat I you pled lie ha urn is Agreement by facsimile, you agree that, f m elect to do an in our sole tfsoeii to 04 ve siun of hs Agreement td is the argnW for all purposes under the UCC is the version containing your farvde sg akam and oa, original signature and you wave notice of cur acceptance of this Agreement and receipt of a copy of the akjrally silted Agreement. 1e, UCC - ARTICLE 2A PRONSIONS. You agree that is Agreement is a Fiance Agreement as that tam is defied in Mlle 2A of the UCC. You advoWedge, that we have given you the name of the Suppler ot the Equipment. We (hereby nofy you that you may lave rights under the contact with the Supplier and you may catac t the Supplier for a desuipfion of any rights or warranties That you may have under the supply co bah- You wadve, any and a1 rights and remedies gated uder Sections 2A- 596 trough 2Asr22 ofthe UCC, mludm% but no[ frneted tQ to right hi rnapndale to Agreement and reject the 63pyn;erd; the right to Abed T e Agreement the right te revoke acceptance et flu Agr eenat the rigtn to gat a seemly nntaest in the Equipment is yo r pian and amain for any min; or the right to reower damages far any breach ofwrarraty. 19. CHOICE OF LAW. This Agreementshallin all respects be itvpre[rd and all rights and liabilities of the pates oder His Agreement shall be determined and governed as to vWkft i to prefation, ernorcahent and dFeCt by the laws of the State of New Jersey a =q* far 10MA hang requinernents. You consort and agree that naraMhsiwe juvsductmr, Personal our otherwise, ova you and the Equipawnt stat be with any, State or Federal Courts of the Slate of Mm Jersey having puisdic ion ever We subject nutter YOU ALSO IRREVOCABLY WNVE YOUR RIGHTTO ATRIAL BY JURY. _ BY SIGNING THS AGREEMENT:( YYOU AC OMWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS LEASE; uu YOU AGREETHAT THIS !EASE S ANET LEASE THAT YOU CANNOT TFRIYUTE OR CANCEL, YOU HAVE AN UNCONDITIONAL OBLIGATION TO MAKE ALL PAYMENTS DUE UNDER THIS LEASE, AND YOU CANNOT WITHHOLD, SET OFF OR REDUCE SUCH PAYMENTS FOR ANY REASON. IegauCPC Tenns and Gondibons-doc Page 3 Non -Appropriation Addendum Customer Name: City of Cupertino Underlying Agreement: Equipment Lease Agreement LessodRentor Name: Ricoh Business Solutions Underlying Agreement Number: This Non Appropriation Addendum (this "Addendum") amends and supplements the above -referenced Underlying Agreement ( "Agreemenr) and is made and entered into effective as of the date of the Agreement by and between the above -referenced customer ("Lessee") and the above referenced lessor/rentor ("Lessor"). Lessee and Lessor hereby agree to amend and supplement the Agreement as follows: 1. Incorporation and Effect;_ Definitions. This Addendum is hereby made a part of and incorporated into the Agreement as though fully set forth therein. As supplemented by the terms and conditions set forth in this Addendum, the provisions of the Agreement shall remain in full force and effect, provided that, in the event of a conflict between any provision of this Addendum and any provision of the Agreement, the provision of this Addendum shall control. Capitalized terms not otherwise specifically defined herein shall have the same meanings as set forth in the Agreement As used in this Addendum, the following terms shall have the following - described meanings: A. "Agreement Related Documents" means all solicitations, requests for proposal, invitations for bid, proposals, bids, contract awards, service level agreements, statements of work, service agreements, maintenance agreements, purchase orders or other documents or specifications related to the Agreement B. "Non -Appropriation of Funds" means any failure of Lessee's governing body or legislature to appropriate funds for the payment of amounts due and to become due to Lessor under the Agreement in a given fiscal year during the term thereof. C. "Non Appropriation Notice" means a written notice delivered to Lessor from Lessee certifying that () a Non -Appropriation of Funds has occurred, and (ii) Lessee has exhausted all funds appropriated for payment of amounts due and to become due under the Agreement. 2. Non -Appropriation. To the extent permitted by law, Lessee intends to remit to Lessor all sums due and to become due under the Agreement for the full term thereof, provided funds are appropriated for such purpose. Notwithstanding the foregoing, the Agreement does not constitute an obligation payable in any fiscal year beyond the last fiscal year for which related funds are lawfully appropriated. In the event of a Non -Appropriation of Funds, Lessee may terminate the Agreement as of the last day of the fiscal year for which Agreement related appropriations were received and thereafter return the affected Equipment as set forth below. In order to invoke Lessee's rights under this provision, Lessee agrees that (a) to the extent permitted by law, at least thirty (30) days prior to the end of the fiscal period for which funds were last appropriated with respect to the Agreement, Lessee will provide Lessor with a Non -Appropriation Notice, and (b) upon expiration of such fiscal period, Lessee shall return the Equipment to Lessor to any location Lessor designates in the continental United States, insured, freight prepaid by Lessee, in good and working order and immediately available for sale by Lessor to a third party buyer, user, renter or lessee, other than Lessee, without the need for any repair or refurbishment. Lessee shall pay all costs to repair equipment not returned in conformity herewith. 3. Non -Substitution. In the event Lessee terminates the Agreement due to a Non -Appropriation of Funds, Lessee agrees (to the extent permitted by law) that, for a period of one (1) year from the date of such termination, Lessee shall not purchase, lease or rent equipment performing functions similar to those performed by the Equipment, for use at the site where the Equipment is located, except for the public health, safety or welfare of the Lessee; provided, however, that this section shall not be applicable to Ow extent ttiat ttmese restrictions are unlawful or would adversely affect the validity or enforceability of the Agreement Lessor: City of Cupertino By. Date: a ta'd o NamefPtle: Kimberly Smith C til ";E, 4. Additional Representations and Warranties. In addition to the representations and warranties set forth in the Agreement, Lessee hereby represents and warrants that the Agreement: (a) is a valid and legally binding contract, entered into in compliance with all applicable law, including, without limitation, law governing open meetings, public bidding, procurement and appropriations, (b) conforms with, but does not incorporate, the terms and conditions of any applicable Agreement Related Documents and is the sole governing contract with respect to the Lessor's provision of the Equipment, and (c) constitutes a current expense (not debt under state law) and does not constitute a pledge of Lessee's tax or general revenues. Lessee further represents and warrants that sufficient unencumbered funds have been appropriated for Lessee to fulfill all of its payment obligations under the Agreement during Lessee's current fiscal year. Lessee acknowledges and agrees that Agreement Related Documents are not a part of the Agreement and that the terms and conditions of the Agreement superoede and control over any additional or conflicting terms set forth in any Agreement Related Documents. 5. Choice of Law. Notwithstanding anything in the Agreement to the contrary, the- Agreement shall be governed by, construed and enforced in accordance with the laws of the state in which Lessee is located. 6. Affect on Default Remedies. To the extent Lessor's remedies for a Lessee default under the Agreement include any right to accelerate amounts to become due under the Agreement, such acceleration shall be limited to amounts to become due during the then -current fiscal year of Lessee. Nothing contained in this Section shall be deemed to otherwise limit or affect any of Lessor's rights or remedies under the Agreement 7. Affect on Indemnity Provisions. To the extent Lessee is or may be obligated to indemnify, defend or hold harmless Lessor under the terms of the Agreement, such potential indemnity obligation shall only arise to the extent permitted by applicable law. Lessee's monetary obligation with respell to such potential indemnity obligation (f any) shall be limited solely to sums lawfully appropriated for such purpose and shall be available only in the amount and pursuant to such administrative or legal procedures as required by law. Nothing contained in this Addendum or the Agreement shall be deemed to obligate Lessor to appropriate or otherwise make available funds to satisfy any indemnity or other obligation to the extent such obligation would be unlawful or would adversely affect the validity or enforceability of the Agreement: Nothing contained in this Section shall be deemed to otherwise limit or affect any of Lessor's rights or remedies under the Agreement. 8. Miscellaneous. This Addendum, together with the other provisions of the Agreement not superseded hereby, constitutes the entire agreement between the parties with respect to the matters addressed herein, and shall supersede all prior oral or written negotiations, understandings and commitments. No modification or addition to this Addendum shall be effective unless it is in a writing signed by Lessor and Lessee. Each provision of this Addendum shall be interpreted in such a manner as to be effective and valid under applicable law and so as to not invalidate this Addendum or the Agreement. Lessee agrees that Lessor may insert the Agreement number in the space where indicated above at any time, including, without limitation, after Lessee's execution of this Addendum. If any provision of this Addendum is construed to be prohibited or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, and without invalidating the remainder of such provision or the remaining provisions of this Addendum or the Agreement. Section headings have been included for convenience purposes only, and shall not be construed as substantive parts of this Addendum. This Addendum may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument A facsimile or other copy of this Addendum shall have the full force and effect of the original. Lessee: By: Date: Name/Tdle: 3 Leasing Company (Lessor): Ricoh CLlstorner Corp. • • r;� • _� DESCRIPTION OF LEASED EOUIPMENT (Include quantity, make, model, serial no. and all attachments.) (Attach separate Schedule "A" if necessary.) Quantity Serial Number Make/Model No, Description dam!/Itu.-- LEASING CUSTOMER (Lessee): (Complete Legal Dame. If a corporation, use tXACT registered corporate name.) Company Name %—iti� Q ?: p e /j r/��% Federal Tax I.D. # Telephone No. Billing Address County: G+2 ! / " Equipment Location (If other then Billing Address County; SCHEDULE OF RENTAL PAYMENTS TERM OF EASE TOTAL NUMBER OF PERIODIC PAYMENTS (IN MONTHS) 1 AMOLIT OF EACH PERIODIC PAYMENT /� r $ !' (Plus Applicable Taxes) FMV ❑ $1.00 BUYOUT BILLING PERIOD Sir ❑Monthly l quarterly ❑Other TERMS AND 1. LEASE CHARGES. You (the leasing customer, or lessee) agree to lease from us (the above leasing company) the above Equipment for the periodic payment amount and for the full term stated above. We may charge you a partial payment for the time between the delivery date and the due date for the first payment. Lease Payments are due whether or not invoiced. If any payment is late, we may charge you, as reasonable collection costs, a late fee of $25.00 or 10% of the amount that is late, whichever Is greater, but in no event more than the maximum amount permitted under the laws of the jurisdiction. where the Equipment is located. 2. END OF TERM OPTIONS. If you are not in default at the end of the term of the Lease and upon 30 days prior written notice to us, you may purchase all of the Equipment AS IS, for its fair market value as determined by us or for $1:00 if this option has been extended to you as noted above (the "Purchase Option"). You agree to return the Equipment to us at your cost at the endof the Lease unless you exercise the Purchase Option. If you don't return the Equipment, this Lease will continue for the same terms on a monthly basis. 3. OTHER IMPORTANT TERMS. THiS LEASE CANNOT BE CANCELED BY YOU FOR ANY REASON, INCLUDING EQUIPMENT FAILURE, LOSS OR DAMAGE. YOU MAY NOT REVOKE ACCEPTANCE OF THE EQUIPMENT. YOU, NOT WE, SELECTED THE EQUIPMENT AND THE VENDOR. WE ARE NOT RESPONSIBLE FOR EQUIPMENT FAILURE OR THE VENDOR'S ACTS. YOU ARE LEASING THE EQUIPMENT "AS IS", AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING SPECIFICALLY, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FiTNESS FOR A PARTICULAR PURPOSE. WE ARE NOT RESPONSIBLE FOR SERVICE REPAIRS. Any warranties the vendor gave to us, if any, we hereby assign (pass) to you. You may contact the vendor for a statement of such warranties, if any. You certify to us that the Equipment will be used by you solely for business purposes and not for personal or household purposes. 4. TITLE. We will have title to the Equipment during this Lease. The parties hereby intend this to be a "finance lease" under Article 2A of the Uniform Commercial Code (the "UCC"). However, if this Lease is determined not to be a "finance lease," you hereby grant us a security Interest in the Equipment. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UCC. 5. LOSS; DAMAGE; INSURANCE. You are responsible for and accept the risk of loss or damage to the Equipment. You agree to keep the Equipment Insured against all risks of loss in an amount at least equal to the replacement cost, and you will list us as loss payee. You shall give us written proof of all insurance. If you do not give us such proof, we may (but will not be obligated to) obtain other insurance and charge you a fee for it. CONDITIONS The cost of such insurance may be more than the cost of insurance you may be able to obtain on your own and we may make a profit on such insurance. 6. TAXES AND OTHER FEES; INDEMNIFICATION. You agree to reimburse us for all taxes (such as sales, use and property taxes) and charges in connection with the owner- ship and use of the Equipment. Unless and until you have exercised your Purchase Option at the end of the Lease, you agree that we are entitled to any and all tax benefits (such as depreciation and tax credits), and you will not do anything Inconsistent with this understanding. If you do, you will indemnify (reimburse) us for our resulting losses. You also agree to indemnify us for all losses and liabilities arising out of the ownership or your use of the Equipment. These promises will continue after this lease ends: 7. DEFAULT, If you fail to remit to us any payment within ten days of its due date or you breach any other obligation under this Lease, we will have the right to do one or more of the following: (1) sue you for all past due payments; (11) sue you for THE PRESENT VALUE OF ALL PAYMENTS TO BECOME DUE IN THE FUTURE as liquidated damages and not as a penalty, plus the residual value we have placed on the Equipment and other charges you owe us; and (iii) repossess the Equipment. All amounts due us and to become due hereunder shall be due immediately upon the commencement of any proceeding for reorganization or liquidation of your debts under federal or state law. We may also exercise any other remedy available at law or equity. You will also pay for our reasonable collection and legal costs. EXCEPT AS OTHERWISE PROVIDED IN PARA- GRAPH 1, THIS LEASE IS GOVERNED BY NEW JERSEY LAW, AND YOU AGREE TO BE SUBJECT TO SUIT IN NEW JERSEY. YOU CONSENT TO PERSONAL JURISDICTION IN THE NEW JERSEY COURTS AND WAIVE ANY TRIAL BY JURY. 8. ASSIGNMENT. You agree that you may not assign (transfer) this lease or sublease the Equipment to anyone else or remove the Equipment from the location listed above. YOU AGREE THAT WE MAY SELL OR ASSIGN ANY OF OUR INTERESTS TO A NEW OWNER OR A SECURED PARTY ("THIRD PERSON") WITHOUT NOTICE TO YOU. In that event, the Third Person will have such rights as we assign to them but none of our obligations (we will keep those obligations), and the rights of the Third Person will not be subject to any claims, defenses or set -offs that you may have against us or another person. 9. MISCELLANEOUS. All financial information you have provided is true and a reasonable representation of your financial condition. You authorize us or our agent to. (a) obtain credit reports and make credit inquiries, and (b) release information we have about you and this Lease to third parties. For your convenience, we may accept a facsimile copy of this Lease with facsimile signatures. You agree a facsimile copy will be treated as an original and will be admissible as evidence of this Lease. AUTHORIZED IGNATU E Date X -- zdl 4, Z007 Print N Ine and Title 1IYYI e-6' t tri PERSONAL GUARANTY I/WE (EACH A "GUARANTOR") JOINTLY AND INDIVIDUALLY, PERSONALLY, ABSOLUTELY AND UNCONDITIONALLY GUARANTY ALL PAYMENTS AND OTHER OBLIGATIONS OWED TO THE LEASING COMPANY UNDER THIS LEASE AND THIS GUARANTY. [/WE AGREE THAT THE LEASING COMPANY MAY PROCEED DIRECTLY AGAINST MENUS WITHOUT FIRST PROCEEDING AGAINST THE LEASING CUSTOMER OR THE EQUIPMENT. VWE CONSENT TO PERSONAL JURISDICTION IN THE NEW JERSEY COURTS AND WAIVE ANY TRIAL BY JURY, EACH GUARANTOR HEREBY WAIVES NOTICE OF ACCEPTANCE OF THIS GUARANTY, LESSEE'S DEFAULT, A NOTICE OF DEMAND, PROTEST AND ALL OTHER NOTICES TC WHICH LESSEE OR GUARANTOR MAY BE ENTITLED AND EACH GUARANTOR WAIVES NOTICE OF AND CONSENTS TO ANY MODIFICATIONS OR AMENDMENTS TO THIS LEASE. SIGNATURE (INDIVIDUALLY; NO TITLES) Date SIGNATURE (INDIVIDUALLY; NO TITLES) Date X X GUARANTOR #1 Name and Home Address (Please Print) GUARANTOR #2 Name and Home Address (Please Print) DELIVERY AND ACCEPTANCE CERTIFICATION THE LESSEE HEREBY CERTIFIES THAT ALL EQUIPMENT REFERRED TO ABOVE HAS BEEN DELIVERED, IS FULLY INSTALLED AND IT IS IN GOOD OPERATING ORDER AND LESSEE UNCONDITIONALLY ACCEPTS THE EQUIPMENT. DATE OF DELIVERY AUTHORIZED SIGNATURE TITLE ACCEPTED BY RICOH CUSTOMER FINANCE CORP. (Lessor) By Title Date Lease # Municipal Addendum To Ricoh Business systems Lease Application & Agreement (CA -0392) (CA -0414) ADDENDUM TO PLAIN LANGUAGE EQUIPMENT LEASE The terms of this Addendum are fully integrated in and made a paWofthe Plain Language Equipment Lease (the "Lease") between you and Ricoh Customer Finance Corp. dated 37. 1. YOUR REPRESENTATIONS/WARRANTIES: You represent, warrant and covenant to us that: (i) you are a State or a political subdivision or agency of the State in which you are located; (ii) you are authorized to enter into the Lease and this Addendum and to perform all of the obligations thereunder; (iii) you have complied with all state laws and bidding require- ments applicable to the Lease and this Addendum; (iv) the person executing the Lease and this Addendum possesses the necessary authority to execute the Lease and this Addendum on your behalf and has done so in accordance with all appli- cable laws, rules, ordinances and regulations; (v) the Equipment will be used solely for the purpose of performing govern- mental functions and the use of the Equipment is essential for such functions; (vi) you intend to use the Equipment for the entire lease term and shall take all necessary action to include in your annual budget funds required to fulfill your obliga- tions for each fiscal year during the lease term; and (vii) all payments due and to become due during your current fiscal year are within the fiscal budget of such year and are included with an appropriation currently available for the lease of the Equipment. 2. NON -APPROPRIATION: If you are not appropriated funds for the next fiscal period to continue the leasing of the Equipment or services and have no funds for the purchase, lease or renting of equipment performing functions similar to those performed by the Equipment and you have no funds from other sources, (collectively, "Non -Appropriation") you may terminate the Lease at the end of the then current fiscal year, by giving ninety (90) days written notice to us, and enclos- ing a sworn statement that those conditions exist. In this sole event, you shall not be obligated to make payments beyond the end of the then fiscal period provided you return the Equipment to us at your own expense. Upon the occurrence of this event, we may require from you an opinion of your counsel to this effect together with appropriate documentation of such Non -Appropriation. If you terminate the Lease as a result of a Non -Appropriation, you may not purchase, lease, rent or other- wise acquire any other equipment that performs functions similar to those performed by the Equipment for a period of twelve (12) months following the date of termination. You agree that the terms and conditions of the Lease and this Addendum conform with the terms and conditions of any purchase order, bid or other specifications issued regarding the Equipment covered by the Lease or, if they do not conform, that the terms and conditions of the Lease and this Addendum shall prevail over anyconflicting terms of a purchase order, bid or other specifications. 3. PURCHASE OPTION: Provided you are not in default, during the lease term you shall have the option to purchase the Equipment for the applicable purchase option amount set forth in section 2 of the Lease. By signing in the space indicated below you agree to be bound by all of the terms of the Lease and this Addendum. By: Title: ('t-F�l Cly • Finance Corporation Panted in U.S.A. 10M 3/04 CA -0415 Municipal Addendum To -,/Ricoh Business Systems Lease Application & Agreement (CA-0392) (CA-0414) �J ADDENDUM TO PLAIN LANGUAGE EQUIPMENT LEASE The terms of this Addendum are fully integrated in and made a part of the Plain Language Equipment Lease (the "Lease") between you and Ricoh Customer Finance Corp. dated .3- 21— 07 . 1. YOUR REPRESENTATIONS/WARRANTIES: You represent, warrant and covenant to us that: (i) you are a State or a political subdivision or agency of the State in which you are located; (ii) you are authorized to enter into the Lease and this Addendum and to perform all of the obligations thereunder; (iii) you have complied with all state laws and bidding require- ments applicable to the Lease and this Addendum; (iv) the person executing the Lease and this Addendum possesses the necessary authority to execute the Lease and this Addendum on your behalf and has done so in accordance with all appli- cable laws, rules, ordinances and regulations; (v) the Equipment will be used solely for the purpose of performing govern- mental functions and the use of the Equipment is essential for such functions; (vi) you intend to use the Equipment for the entire lease term and shall take all necessary action to include in your annual budget funds required to fulfill your obliga- tions for each fiscal year during the lease term; and (vii) all payments due and to become due during your current fiscal year are within the fiscal budget of such year and are included with an appropriation currently available for the lease of the Equipment. 2. NON-APPROPRIATION: If you are not appropriated funds for the next fiscal period to continue the leasing of the Equipment or services and have no funds for the purchase, lease or renting of equipment performing functions similar to those performed by the Equipment and you have no funds from other sources, (collectively, "Non-Appropriation") you may terminate the Lease at the end of the then current fiscal year, by giving ninety (90) days written notice to us, and enclos- ing a sworn statement that those conditions exist. In this sole event, you shall not be obligated to make payments beyond the end of the then fiscal period provided you return the Equipment to us at your own expense. Upon the occurrence of this event, we may require from you an opinion of your counsel to this effect together with appropriate documentation of such Non-Appropriation. If you terminate the Lease as a result of a Non-Appropriation, you may not purchase, lease, rent or other- wise acquire any other equipment that performs functions similar to those performed by the Equipment for a period of twelve (12) months following the date of termination. You agree that the terms and conditions of the Lease and this Addendum conform with the terms and conditions of any purchase order, bid or other specifications issued regarding the Equipment covered by the Lease or, if they do not conform, that the terms and conditions of the Lease and this Addendum shall prevail over any conflicting terms of a purchase order, bid or other specifications. 3. PURCHASE OPTION: Provided you are not in default, during the lease term you shall have the option to purchase the Equipment for the applicable purchase option amount set forth in section 2 of the Lease. By signing in the space indicated below you agree to be bound by all of the terms of the Lease and this Addendum. X' By: Title: Ricoh Customer iarwm Corporation Printed in U.S.A. 10M 3/04 CA -0415 ADDENDUM TO PLAIN LANGUAGE EQUIPMENT LEASE The terms of this Addendum are fully integrated in and made a part of the Plain Language Equipment Lease (the "Lease") between you and Ricoh Customer Finance Corp. dated 1. YOUR REPRESENTATIONS/WARRANTIES: You represent, warrant and covenant to us that: (i) you are a State or a political subdivision or agency of the State in which you are located; (ii) you are authorized to enter into the Lease and this Addendum and to perform all of the obligations thereunder; (iii) you have complied with all state laws and bidding require- ments applicable to the Lease and this Addendum; (iv) the person executing the Lease and this Addendum possesses the necessary authority to execute the Lease and this Addendum on your behalf and has done so in accordance with all appli- cable laws, rules, ordinances and regulations; (v) the Equipment will be used solely for the purpose of performing govern- mental functions and the use of the Equipment is essential for such functions; (vi) you intend to use the Equipment for the entire lease term and shall take all necessary action to include in your annual budget funds required to fulfill your obliga- tions for each fiscal year during the lease term; and (vii) all payments due and to become due during your current fiscal year are within the fiscal budget of such year and are included with an appropriation currently available for the lease of the Equipment. 2. NON -APPROPRIATION: If you are not appropriated funds for the next fiscal period to continue the leasing of the Equipment or services and have no funds for the purchase, lease or renting of equipment performing functions similar to those performed by the Equipment and you have no funds from other sources, (collectively, "Non -Appropriation") you may terminate the Lease at the end of the then current fiscal year, by giving ninety (90) days written notice to us, and enclos- ing a sworn statement that those conditions exist. In this sole event, you shall not be obligated to make payments beyond the end of the then fiscal period provided you return the Equipment to us at your own expense. Upon the occurrence of this event, we may require from you an opinion of your counsel to this effect together with appropriate documentation of such Non -Appropriation. If you terminate the Lease as a result of a Non -Appropriation, you may not purchase, lease, rent or other- wise acquire any other equipment that performs functions similar to those performed by the Equipment for a period of twelve (12) months following the date of termination. You agree that the terms and conditions of the Lease and this Addendum conform with the terms and conditions of any purchase order, bid or other specifications issued regarding the Equipment covered by the Lease or, if they do not conform, that the terms and conditions of the Lease and this Addendum shall prevail over any conflicting terms of a purchase order, bid or other specifications. 3. PURCHASE OPTION: Provided you are not in default, during the lease term you shall have the option to purchase the Equipment for the applicable purchase option amount set forth in section 2 of the Lease. By signing in the space indicated below you agree to be bound by all of the terms of the Lease and this Addendum. X By: Title: '.. _ , Finance Corporation Printed In U,S.A, 10M 3/04 CA -0415 MAINTENANCE AGREEMENT TERMS AND CONDITIONS 1. GENERAL SCOPE OF COVERAGE This Agreement covers both the labor and the material for adjustments, repair and replacements of parts as required by normal use of the equipment, subject to the exceptions in and In accordance with these terms and conditions. This Agreement does not cover charges for Installation of equipment or deanstallatlen of equipment if It Is moved. Damage to the equipment or Its parts arising out of or caused by misuse, abuse, negligence, attachment of unauthorized components, accessories or paras, use of substandard facsimile (thermal) paper or substandard supplies or other causes beyond the control of Savin are not covered, by this Agreement and may subject Customer to a surcharge or to cancellation of this Agreement. In addltion, Savin may terminate this Agreement if the equipment is modified, damaged; altered or serviced by personnel other than the Savin Authorized Personnel, or if parts, accessories or components not .meeting machine specifications are tilled to the equipment. This Agreement does not cover changes for repairs due to Customer or third party modifications to software or hardware. 2. SERVICE CALLS Service calls under this Agreement will be made during normal business hours at the installation address shown on the reverse side of this Agreement. Travel and labor time for service calls after normal business hours, on weekends and on holidays, if and when ayalleble, will be charged.at the published overtime rates In effect at the time the service call Is made. Savin Representatives will not handle, disconnect or repair unauthorized attachments or components; Customer Is responsible for disconnecting and reconnecting unauthorized attachments or components. Customer hereby indemnifies and holds Savin and'its Repre'sentafiveg harmless for claims for damages to any unauthorized parts,, components or accessories resulting from service performed on Savin equipment. Labor performed during a service call includes lubrication and cleaning of the equipment and the adjustment, repair or replacement of parts described below. 3. REPAIR AND'REPLACEMENT OF PARTS All parts necessary to the operation of the equipment, due to normal wear and tear, with the exception of the parts listed below, and subject to the general scope of coverage, will be furnished free of charge during a service call Included In the maintenance serglee provided by this Agreement Exceptions are •P.hotoconduetors (I.e. copy drums, unless- the copier or rex Is covered by a Full Coverage .MaintenanebAgreement) unless otherwise stated In this Agreement. 4. RECONDITIONING THIS PARAGRAPH (4)' IS NOT APPLICABLE TO EQUIPMENT COVERED BY A SAVIN CONTINUOUS MAINTENANCE GUARANTEE, Rebuilding or major overhauls are not'cevered by this Agreement. In addition; when In Its sole discretion Savin determines that a .reconditioning Is necessary, as a result of expected wear and tear of materials and age factors caused by normal office envfronment' usage, in order to keep the ,equipment lh-woddng condition, Savin will submit to the Customer an estimate of needed repairs and their cost which will be in addition to the charge payable under, this Agreement. If the Customer does not authokize such reconditioning, Savin may discontinue service of the equipment under this Agreement (refunding the unused portion of -the maintenence charge) or may refuse to renew this Agreement upon Its •expiration. Thereafter, the Sevin Representative may make service available on a "Per Call' basis based upon published rates fn effect at the time of service. S. USE OF SAVIN SUPPLIES' If the.Customer uses other than Sevin supplies and If such supplies' are defective or unacceptable for -use In Savin machines and cause abnormally frequent serviee calls or service problems, then Sevin may, at Its option, assess a surcharge or terminate this Agreement. In this event, the Customer may be offered service on a "Per Call' basis based. upon published rates. Itis not a condition of this Agreement, however, that the Customer use only Satin authorized supplies. 6. SUPPLY INCLUSIVE CONTRACTS If supplies are included In the service provided under this Agreement, Savin' will supply black toner, Ink and developer, unless otherwise stated in this Agreement, to the Customer based upon normal yields. If the Customees usage of the supplies exceeds the normal yields lcr the equipment being serviced, Savin will invoice and the GMstpmer, agrees to pay,.for the excess supplies at Savfres current retail prices then In effecL Sdvin reserves the'right to charge for supplies and freight. 7. ELECTRICAL In order to Insure optimum performance by the Sevin equipment, it Is mandatory that.speclfic models be plugged into a dedicated line and comply with manufacturer eladitcal• spedliditions. Theso.'power -standards are required by UL and/or Iacat safety regulations. Reference Savin Builegn.A-00012. S. CHARGES The Initial non-refundable charge for maintenance under this Agreement shall be,the amount set forth on the reverse stile of this Agreaniont. The annual maintenance -charge with respect to any. renewal tear, or second or third term of muld-torm agreement, will be the charge in effect at the'tlme of renewal. Customer shall pay all charges within 10 days of invoicing.. if equipment -Is moved to a new Sevin *service territory, Savin shall have the option to charge, and the Customer• agrees to pay the difference In published maintenance charges between the cutrant territory and the new terrltory(on a pro -rata basis). If equipment is moved beyond Savin's saivlce territory, Sevin reserves the right to cancel or the Customer agrees to pay a %fair'and'reasonable upcharge for continued service, taking Into account the -distance to Custemees new location and the published rates of Savin for service on a "Par Call' basis. 9. TERM This Agreement becomes effective upon Savin's receipt- of the Initial non- refundable -maintenance charge provided orsthe reverse side of this Agreemont or, If Customer is billed in arrears,. upon tate date Indicated In the "Start Dater space thereon, and shall continue for'the• period as -specified on the face of this Agreement. In the *vent a Customer reaches or exceeds the copy allowance specified on the face of this Agreement prior to the expiration of the one-year term, a new contract will be negotiated or. the Customer will be charged for all excess copies,.at the rate Indicated on the opposite side of this document, 'through the end of the contract term. 10, EVENT OF DEFAULT AND TERMINATION The occurrence of the following sheili constitute an Event of Default: the Customer fails to pay any portion of the charges for maintenance or parts, as provided under this Agreement. when due, or the Customer falls to duty perform any covenant, condition or limitation of Ills Agreement. Upon an Event of Default,, Savin may: (I) refuse -to service the equipment; (11) furnish service on a C.O.Q. "Per Call' basis based upon published rates In affect at the time of. service; end (III) terminate this Rev. 11/00 Agreement. Within sixty (60) days of the expiration or termination of this Agreement, Savin shall submit to Customer an Itemized invoice for any fees or expenses, Including any Per Call fees, theretofore accrued under this Agreement Except as otherwise provided herein, Customer, upon payment of accrued amounts so invoiced, shall thereafter have no further liability or obligation to Savin whatsoever for any further fees or expenses arising hereunder. In the event Savin terminates this Agreement because of the breach of Customer, Savin shall be entitled to payment for work in progress plus reimbursements for out-of-pocket expenses. 11. INDEMNITY Customer shall Indemnify, save and hold Savin, its affiliates, officers, directors, shareholders, employees, agents and representatives and its and their successors and assigns ("Savin Parties') harmless from and against any liability, loss, oast, expense or damage whatsoever caused by reason of any breach of this Agreement by Customer or by reason of any Injury whether to body, property, business, character or reputation sustained by Savin Parties or to any other person by reason of any act, neglect, omission or default by Customer Customer shall defend any action to which this Indemnity shall apply. In the event Customer falls to defend such action Savin may do so and recover from Customer In addition, all costs and expenses Including attorneys' fees In connection therewith. Savin shall be entitled to recover from Customer all costs and expenses, Including, without limitation, attorneys" fees and disbursements, Incurred by Savin in connection with actions taken by Savin or its representatives (I) to enforce any provision of this Agreement; (II) to effect any payments or collections provided' for herein; (III) to Institute, maintain, preserve, enforce and foreclose on Savin's security interest in or lien on the goods, whether through judicial proceedings or otherwise; or (Iv) to defend or prosecute any actions or proceedings arising out of or relating to any Sevin transactions with Customer. The foregoing provisions of this Paragraph 11 shall survive the termination or expiration of this Agreement. 12. FULL AGREEMENT This Agreement constitutes the entire agreement between the pailles pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and may not be added to, modified, supplemented or valved In any way except In willing signed by the parties (other thah pricing changes provided for herein). 13: SUCCESSORS AND ASSIGNS; TERMINATION This Agreement shall be binding on the parties hereto, their heirs, successors, and assigns. However, this Agreement may not be assigned by Customer wilhouf the consent of Savin. 14. SEPARABILITY OF PROVISIONS Each provision of this Agreement shall be considered separable, and, If for any reason any provision that Is not essential to the effectuation of the basic purposes of this Agreement is determined to be invalid and contrary to any existing or future law, such invalidity shall not Impair the operation of or affect those provisions of this Agreement that are valid. 15. COUNTERPARTS AND FACSIMILE SIGNATURES This Agreement may be executed In several counterparts, each a which shall be deemed to be an original and all of which -together shall constitute one Agreement binding on all parties hereto, notwithstanding that all the parties have hot signed the same counterpart. A faxed signature of this Agreement bearing euthorized signatures may be treated as an original. 16. WAIVER OF JURY TRIAL ALL PARTIES HERETO HEREBY IRREVOCABLYWAIVE (a) THE RIGHT TO TRIAL BY JURY; AND (b) THE RIGHT TO INTERPOSE ANY AND ALL COUNTERCLAIMS IN ANY ACTION, PROCEEDING OR CLAiM ARISING OUT OF OR PERTAINING TO THISAGREEMENT IT JURISDICTION All parties hereby consent and voluntarily submit to personal Jurisdiction in the State of New York and in the courts In such State locate In New York County in arty proceoding arising out of or relating to this Agreement 19, HOLD HARMLESS In no event shall Sevin be liable for any damages whatsoever including without Ilmitalfon, special, Incidental, consequential, or indirect damages for personal Injuy, Joss of business profits; business Interruption, loss of business information arising out of or inability to use this product., Savin.is not liable for any claim made by a third party or made byyou for a third party. The Customer acknowledges that the service coverage is such that the equipment may continue to provide copies but not function as a printer. The Customer shall be liable for these types of repairs unless covered by a network connectivity maintenance agreement.. Speelfieally, this Agreement is applicable to print volume only services and excludes help desk support, network support, software application support and any other connectivity support services. 19. FORCE MAJEURE Savin shalt not be liable to Customer for any failure or delay caused by. events beyond Savin's control, including, without limitation, Customer's failure to furnish necessary information; sabotage; failure or delays In transportation or communication; boycotts; embargoes;. failures or subslltutlons of equipment; labor disputes; accidents; shortages of labor, fuel, raw materials, machinery, or equipment; technical failures; fire; storm; flood;'oarthquako; explosfop; acts.of the public enemy-, war; insurrection; riot; public disorder, epidemic; quarantine restrictions; acts of God; acts of any government or any quasi - governmental authority, Instrumentality or agency. 20, NO WARRANTY SAVIN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TECHNICAL COMPATABiLITY, FITNESS FOR USE, OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER AGREES THAT SAVIN IS NOT RESPONSIBLE FOR DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LiMITED TO, THE LOSS OF USE OF THE EQUIPMENT. 21,. INSURANCE Customer shall obtain and maintain, at Its own expense, Insurance relating. to claims for Injury and/or property damage (including commercial general liability Insurance) based on Its use of the equipment, goods and machinery. o lltom(om Business Systerns, Inc. CUSTOMER Bill TO: Senor Cem-'='O' MQi„t Rgreene�l� Lease Cupertino Senior Center WE 21251 Stevens Creek Blvd. Address Cupertino CA 95014 i -Mae zip Mabel Hoffman on ac Q8) 777-3532 e Fax Number Email Ricoh Business Systems 2000 Sierra Point Pkwy, 7th Floor Brisbane CA 94005 650-238-5900 Phone 650-238-5999 Fax CUSTOMER SHIP TO: Cupertino Senior Center war - 21251 Stevens Creek Blvd. jVddress Cupertino CA 95014 i ta3ff e 7Zp Mabel Hoffman Contact 640"'777-3532 one Fax Number Email Base Billing IN Quarterly 0 Annual ❑ Term Base Billing Amount $240.00 Full Contract Amt. $960.00 ( Plus applicable taxes) Overage Billing Contract Details ® QuarterlyAnnual ®x Includes Chemicals ® Excludes Chemicals ® Network addendum attached ® Network addendum not applicable Authorizations PO Number State/Local/GSA Numb Tax Exemp Comments. PLDS Program - Maintenance includes parts, labor, drum, and toner. Model Serial Number ID Number Start Meter Term (Months) Copy Allowance Excess Scan Charge MP7500 0 12 120,000 0.008 CUSTONER SATISFACTION POY IN TIM EVENT THE PRODUCT DOES NOT MEET THE ORIGINAL MANUFACTURER'S STATED SPECIFICATIONS WITHIN THREE YEARS OF INSTALLATION OF ANY NEW SAVIN OR RICOH.EQUIPMENT, RICOH BUSINESS SYSTEMS WILL, AT THE CUSTOMER REQUEST, REPLACE SUCH EQUIPMENT WTTH A LIFE UNIT IF THE CUSTOMER MEETS THE FOLLOWING THREE CONDITIONS: L The equipment is continuously under the Ricoh Business Systems Maintenance Agreement applicable to the customer. 2. The customer fuflls all of the terms of than Maintenance Agreement applicable to the customer. 3. Before requesting a replacement unit, the customer gives Ricoh Business Systems the opportunity to resolve any service problems the customer may have with the equipment MaintenanceAgreement contracts are non-refarradablelaon transferable and non -cancelable, **Base billing amount and full contract amount do not include price ofNetwork Addendum. El Customer has declined maintenance coverage at this time. The customer understands obtaining maintenance coverage. later. may incur charges in addition to the normal maintenance charge and has been informed as to the current time and material billing rates. THISAGRL'EMFMSHALL NOT BE EFFECTMW UNLESS SIGNED BPTM CUSTOMER A1VD RICOH CONTRACT I&YAGEMWVT. Customer Acceptance I have read and understand our obligations wader the terms and conditions stated herein, and on the reverse side hereof, as the only agreement pertaining to the equipment Contract Manager Date hereunder. No other agreements apply unless expressly noted on the face of this agreement or in the contracts specified above. Contract Number atev. 9100 1Y167 Customer Signature Date MAINTENANCE AGREEMENT TERMS AND CONDITIONS 1, GENERAL SCOPE OF COVERAGE This Agreement covers both the labor and the matorlal for adjustments, repair and replacements of parts as required by normal use of the equipment, subject to the excepllons In and In accordance with these terms and conditions. This Agreement does not cover charges for installation of equipment or do -Installation of equipment If Ite is moved. Damage to the equipment or Its parts arising out of or caused by m eusg, abusnegligence, attachment of unauthorized components, accessories or parts, use of substandard facstmlle (tharmal) paper or substandard supplies or other causes beyond the control of Savin are not covered. by this Agreement and may subject Customer to a surcharge or to cancellation of this Agreement. In addlilon, Savin may terminate this Agreement If the equipment is modified, damaged; altered or serviced by personnel other than the Savin Authodzed Personnel, or If parts, accessories or components not .meeting machine specifications are titled to the equipment This Agreement does not cover charges for repairs due to Customer or third party modifications to software or hardware. 2, SERVICE CALLS Service calls under this Agreement will be made during normal business hours at the Installation address shown an the reverse side of this Agreement. Travel and labor time for service calls after. normal business hours, an weekends and on holidays, if and when available, will be ohargedat the published overtime rates In effect at the time the service call Is made. Sevin Representatives will not handle, disconnect or repair unauthorized attachrpents or components; Customer Is responsible for disconnecting and reconnecting unauthorized attachments or ocmponapts. Customer hereby indemnities and holds Savin and'Its Representatives, harmless for claims for damages to any unauthorized parts,, components or accessodes resulting from service performed on Sevin equipment Lebon performed during a sendce cad Includes lubrication and cleaning of the equlpmant and the adjgstment, repair or replacement of parts deawled below, 3. REPAIR ANDAPPLACEMENT OF PARTS Ail parts necessary to the operation of the equipmdnt, due to normal wear and tear, with the okcaption of the parts listed below, and subject to the generarag l soaps of coverage, will be furnished free of charge during a service call Included In the maintenance sen!ios provided by this Agreement Exceptions are •P.hotoodnductors (t.& copy -drums, unlass•the copier or fax Is covered by a Fall Coverage ,MainfenanceAgreament) unless otherwlse stated in this Agreement. 4, 'RECONDITIONING THIS PARAGRAPH (4)' IS NOT APPLICABLE TO EQUIPMENT COVERED BY A S,AVIN OCNTINUOUS MAINTENANCE GUARANTEE. Rebuilding or major overhauls are nat'covered by this Agreement In addllion; when In Its sale -discretion Sevin determines that a xeconditioning Is necessary, as a result al expected wear and tear of materials and age factors,caused by normal oftlaa env)roament'usage, In order to keep the •equipment lit• working condition, Savin will submit to the' Customer an estimate of needed repairs and their cost which will be In addition to the charge payable under, this Agreement. If the Customer does not authorize such reconditioning, Savin may discontique service of the equipment under this Agreement (refunding the unused pbrilon ofthe maintenance charge) or may refuse to renew this Agreement upon Its •axpira8an. Thereafter, the Sevin Representative may make service available on a "Per Calr basis based upon published rates In effect at the floe of service. S. USE OF SAVIN SUPPLIES' if the.Customer uses other than Sevin supplles and If such supplies' are defective or unacceptable for -use I'n Savin machines and cause abnormally frequent service ails or service problems, than Savin may, at Its option, assass a surcharge or terminate this Agreement. In this avan4 The Oustomer may be offered service on a "Par Call" basis based. upon published rates. it.lq not a conditlon of this Agreament, however, that the Customer use only Savin authorized supplies. S. SUPPLY INCLUSIVE CONTRACTS If supplies are Included In the service provided under thid Agreement; Savin' wilt supply black toner, ink and developer, unless otherwise stated In this Agreement, to the Customer based upon normal yields. if the Customer's usage of -the supplies exceeds the normal yields -for the equipment being serviced, Sevin will Invoice and the Custpmet agrees to pay,.far the excess, supplies at Sevin's current retail prices then in effect Savin reserves the 'right to charge for supplies and fraight 'p. ELECTRICALS -In order to Insure optimum performance by the Savin equipment, It is mandelory that.spedfic models be plugged Into a dedicated.line and comply with manufacturer elsiai:�l• *4111546hs, TH46,p6war standards are required by UL andlor local safety reguls0ons, Reference Savin BuiletirtA-00012. 8, CHARGES The Initial non-refundable chage for maintenance under this Agreement shall be Ihp amount set forth on the reverse side of this Agreerhent The annual maintenance -charge with respect fo any renewal term, or second or third term of multi -term agreement, w111 be the charge In effect at the time of rebawral. Customer shall pay all charges within 10 days of invoidrhg.. if equipment ds moved to a new Sevin 'service territory, Savin shall have the option. to charge, and the Customer -agrees to pay the difference In published maintenance charges between the cuhrent territory and the new territoryon a pro -rata basis). If equipment Is moved beyond Savin's servlca territory, Sevin reserves the right to cancel or the Oustomer agrees to pay a dair'and'relesonable, upeharge for continued servioe, faking Into account the ,distance to Customer's now location and the published rates of Savin for service on a "Par Call' basis, 9, TERM This Agreement becomes offactivo upon Savin's receipt of the Initial non- rofimdabie•maintmarim charge provided on the reverse side of this Agreement or, If Customer Is 6111a In arrears,. upon the date Indicated in the "Siert Date° space thereon, and shall continue for'the, parlod as-speaJfied on the fico of this Agreement. In the event a Customer reaches or ok000ds the, copy allowanos specified an the face of this Agreement prior to the ercpimtion of the one-year term, a now contract will be negotiated or, the Customer will be charged for all excess copies, at the rate Indicated on the opposite side of fhls document, 'through the and of tiia'contrsd term, 10. EVENT OF DEFAULT A.ND TERMINATION The 000urrance of the following shall constitute an -r-vent of Ddfaulh the Customer fails to pay any portion of the charges for maintenance or parts, as provided under this Agrooment when due, or the Customer falls to duly perform any covenant, condition or limitation of this Agreement. Upon an Evert of Dofaulk-savin may. (I) refuse -to service the equlpmarhb PQ furnish service on a C.O.D. "Per Celr basis based upon published rates In effedt at the time ofservlcs; and (JID terminate this Rev. Iwo AgreamenL Within sixty (60) days of the expiration or termination of this Agreement, Sevin shall submit to Customer an Itemized invoice for any foes or expenses, including any Per Call fees, theretofore accrued under this Agreement. Except as otherwise provided herein, Customer, upon payment of accrued amounts so Invoiced, shall thereafter have no further ifabllity or obligatlan to Savin whatsoever for any further fees or expenses arising hereunder. In the event Sevin terminates this Agreement because, of the breach of Customer, Sevin shall be entified to payment forwork In progress plus reimbursements for out-of-pocket expenses. 11. INDEMNITY customer shall Indsmnlfy, save and hold Sevin, its affillstea, officers, directors, shareholders; employees, agents and representatives and Its and their successors and assigns (°Savin Parties") harmless from and against any liability, loss, cast, expense or damage whatsoever caused by reason of any breach of this Agreement by Customer or by reason of any Injury whether to body, property, business, character or reputation sustalned by Savin Parties or to any other person by reason of any act, neglect, omission or default by Customer Customer shall defend any action to which this Indemnity shall apply. In the event Customer falls to defend such action Savin may do so and recover from Customer In addition, ail costs and expenses including attorneys' fees in connection therewith. Sevin shall be entitled to recover from Customer all costs and expenses, including, without 11mltation, attorneys' fees and disbursements, incurred by Sevin in connection with actions taken by Savin or Its representatives m to enforce any provision of this Agreement; (11) to effect any payments of collodions provlded'far herein; (111) to Institute, malnfalr4 preserve, enforce and foreclose on Savin's security Intorast In or Ilan on the goods, whether through judicial proceedings or otherwise; at {Iv) to defend or prosecute any actions or proceedings arising out of or relating to any Savin transactions with Customer, The foregoing provisions of this Paragraph 11 shall survive the termination or expiration of this Agreement. 1Z FULL AGREEMENT This Agreement constitutes the entire agreement between the paitles pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negallations and discussions, whether oral or written, of the parties, and may not.be added to, ynodifled, supplemented or valved In any way except in wrifing signed by the parties (other than pricing ohf ges provided for herein). 1% SUCCESSORS AND ASSIGNS; TERMINATION This Agreement shall be binding on the parties hereto, their heirs, successors, and assigns. However, this Agreement may not be assigned by Customerwtthout'the consent of Savin. 14, SEPARABILITY OF MOVISIONrS Each provision of this Agreement shall be considered separable, and, If for any reason any provision that is not essential to the effectuation of the basic purposes of this Agreement is determined to be Invalid and contrary to any exlefin® or future law, such invalidity shall not Impair the operation of or affect those provisions of oils Agreement Chat, are valid, 1S.. COUNTERPARTS AND FACSIMILE SIGNATURES This Agreement may be exeouted In several counterparts, each of which ,shalt be doomed to be an original and all of which �ogethsr shall constitute, one Agreement binding an all parties hereto, notwithstanding that,aff the parties have hot signed.the samd cauntorpot. A faxed signature of this Agreemont bearing) authorized signatures may be treated as an original. 16. WAIVER OF JURY TRIAL ALL PARTIES HERETO HEREBY IRREVOCABLYWAIVE (a) THE RIGHT TO TRIAL BY JURY; AND (b) THE RIGHT TO INTERPOSE ANY AND ALL COUNTERCLAIMS IN ANY ACTION, PROCEEDING OR CLAIM ARISING OUT OF OR PERTAINING TO T.HISAGREEMENT 17, JURISDICTION All parties hereby consent and voluntarily submit to personal jurisdiction In the State of -New York and in the courts In such State located in New York County in any proceeding arising out of or retating to this Agreement 16, HOW HARMLESS In no event shag Sevin be liable for any damages whatsoever Including without Ifmitation, special, lnddontal, consequential, or Indirect damages for personal Idury, loss of business profits: business intahruptian, loss of business Information arising out of or Inay to use thls product. Savha.ls not liable for any claim made by a third party or made byyoubilitfor 1 third party, The•Custonr& acknowledges thatthe service coverage Is such that the equipment may continue to provide copies but not function as a printer. The Customer shalt be table for these types of repairs unless covered by a network connectivity maintenance agreement. Spectfically, this Agreement Is applicable to print volume only services and wcoludes help desk support, network support, aoltwere application support and any other connectivity support services. 19, FORCE MAJ6URE Savin shall not be liable to Customer for any failure or delay caused by. events beyond Savin's control, lndudlri , without limitation, Customer's failure to furnish necessary Information; ssbafage; failure or delays in transportation or communication; boycotts; embargoes;. failures or substitutions of equipment; labor disputes; accidents; shortages of labor; fuel, raw materials, machinery, or equipment technical failures; fire; storm; flood;'earthquake; explosion; acts.of the public enemy; war, Insurrection; flat; public disorder, epidemic quarantine resfridibns• ads of God; ads of arty government or any quad - governmental authority,. insfrumenfalily or agency, 20, NO WARRANTY SAVIN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TECHNICAL COMPATABiLITY, FITNESS FOR USE, OR FITNESS F6R A PARTICULAR PURPOSE. CUSTOMERAGREES THAT SAVIN IS NOT RESPONSIBLE FOR DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, THE LOSS OF USE OF THE EQUIPMENT. 21. INSURANCE Customer shall obtain end maintain, at Its own expense, Insurance relating, to Balms for Injury and/or properly damage (including commercial general liability Insurance) based on Its use or the equipment, goods and machinery. CUSTOMER Bill TO: City of Cupertino/Planning Dept. 10300 Torre A venue -AUress Cupertino CA 95014 7ffity =e Zip Kiersa Witt Contact (408) 777-3253 one Fax Number Email Ricoh Business Systems 2000 Sierra Point Pkwy, 7th Floor Brisbane CA 94005 650-238-5900 Phone 650-238-5999 Fax CUSTOMER SHIP TO: City of Cupertino/Planning Dept. ITAME 10300 Torre A venue Address Cupertino CA 95014 dytater— Tip Kiersa Witt Contact (408)777-3253 one Fax Number Email Base Billing Ox Quarterly El Annual ®Term Base Billing Amount $1,392.00 Full Contract Amt. $5,568.00 ( Plus applicable faxes) Overage Billing Contract Details ® Quarterly ❑X Annual ❑X Includes Chemicals Network addendum attached Authorizations PO Number State/Local/GSA Numb comments: PLDS Program - Maintenance includes parts, labor, drum, and toner. Tax Exemp Excludes Chemicals Network addendum not applicable Model Serial Number ID Number Start Meter Term (Months) Copy AllowancE Excess Scan Charge 2560 J4234900847 799634 1,573,187 12 420,000 0.008 3260C 0 12 36,000 0.0133 B & W 32600 0 12 24000 0.072 COLOR CUSTOMER SATISFACTION POLICY IN THE EVENT THE PRODUCT DOES NOT MEET THE ORIGINAL MANUFACTURER'S STATED SPECIFICATIONS WITHIN THREE YEARS OF INSTALLATION OF ANY NEW SAVIN OR RICOH.EQUIPMENT, RICOH BUSINESS SYSTEMS WILL, AT THE CUSTOMER REQUEST, REPLACE SUCH EQUIPMENT WITH A LACE UNIT IF THE CUSTOMER MEETS THE FOLLOWING THREE CONDITIONS: 1. The equipment is continuously under the Ricoh Business Systems Maintenance Agreement applicable to the customer. 2. The customer fulls all of the terms of this Maintenance Agreement applicable to the customer. 3. Before requesting a replacement unit, the customer gives Ricoh Business Systems the opportunity to resolve any service problems the customer mg have with the equipment. Maintenance Agreement contracts are non-refundable/non-transferable and non -cancelable, ** Base billing amount and full contract amount do not include price of Network Addendum. ❑ Customer has declined maintenance coverage at this time. The customer understands obtaining maintenance coverage later may incur charges in addition to the normal maintenance charge and has been informed as to the current time and material billing rates. TKISAGREEMENT SHALL NOT BE EFFECTIVE UNLESS SIGNED BY THE CUSTOMER AND RICOH CONTRACT MANAGEMENT. Customer Acceptance I have read and understand our obligations under the terms and conditions stated herein, and on the reverse. side hereof, as the only agreement pertaining to the equipment Contract Manager Date hereunder. No other agreements apply unless expressly noted on the face of this agreement or in the contracts specified above. Contract Number -5 Z t!6 Customer Signa tu� Date Rev. 9100