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13-002 Sharp Business Systems, Maintenance and Lease Purchase AgreementsSHARF OUSIN:ESS SYSTE-MS CUSTOMER CARE MAINTENANCE AGRE......' .`'^...`..'..`.'.```` Page I of 2 CUSTOMER NAME: ADDRESS: CITY-1: STATE: ZIP CODE, City of Cupertino w City Hall 10300 Torre Ave. CU ertino CA 95014 BILLING CONTACT: PHONE: FAXIF Tina Mao � Finance Dept.,/Accts Payable 1(4018E777w3281 EMAIL ADDRESS: WL tinam(@cur)erUno,.,ora GUSTOMER LOCATION DEPARTMENT NAME KEY CONTACT: PHONE-1 Blackberry Farm Molly James (408) 777-3140 LOCATION ADDRESS: FAXW EMAIL,, 21979 San Fernando Ave. 0 PHYSICAL LOCATIO N D ES C F1 I PTION: METER CONTACT, PHONE: CITY: STATE: ZIP CODE: Motor Email Cupertino CA 95014 moll (@cupertino.o a LC 9 Sharp MX264 Kr drL JL YES YES YES .No YES YES YES YES YES 8/5/2013 TOTAL BASE CHARGE 0 MaVenance charges are part ol COMMENTS: Loaso Payment (Yes/No). billed uarterly n arrears with current city Sharp m/a f I eet BASECHARGEFREQUENCY METER FREQUENCY AUTHORIZING CONTRACT NUMBER: QUARTERLY BIW MFP RATE VOLUME OVERAGE BASE MIn B/W Pmt PURCHASE ORDER NUMBER: $ 0,0150 $ 040150 $ $ COLOR MFP HATE VOLUME OVERAGE BASE Min Color Prnt Initial Here I h av o re ad and u nderst a nd ou r obi I gati o ns u nde r th e le rms a nd co ndillorns ated herein, and on the reverse side thereof, as the only agreement pert&lng to the equipment hereunder. NO Dther agreements apply unless expressly noted on 1he face of this agreement or In the contracts specified J. L -t9 X— M) above. I understand all meter counts are based on 8.5 x 11 (minimu B/W PRINT RATE VOLUME _ L.:1 singi image e sided s unless otherwise noted, L1 r COLOR PRINT RATE VOLUME Initial Here 'Customer has declined maIntenance coverage at thIs time. The customer understanft obtaining maIntenance coverage later may incur charges In addi tic n to t he no rma I m ainte n ance c harges and h a s be e n in fo rmed as to $ the current time and material bIlling rates. PRINTED NAME TERMS (Months) AGGREGATE CONSOLIDATE MASTER CONTRACT NUMBER OU ER SIGNAT E DATE Page I of 2 MAINTENANCE AGREEMENT TERMS AND CONDITIONS i* GEN ERAL SCOPE OF COVE RAG E This Agreern an l covers both the labor wd the mated 4 for adjustments, repair and Pe 0 erwnt;g of p arts CMainlan ance') 419s requIrod by n xm d use of the equIpment Jdanfi fled on the Dent page of this Agreem mt (mEqiA pmenV). Mai ntena rice does n of cover charge a for Install Won, releca U rg or do -Iasi .11 ati an of the ui prn on I, 8 wvioo r ays ary to repakr d nmeg a to the Equi pm ent caused by Mmisusa, abuso, flegl'genco, attachment of unauth%l zed oomporLonts, acceswles or earls, use of substandard facsimile (thermal) p aper or so Wand and suppliesi Sher causes b eyond t a oo*al of S BS or such causes wh1oh would +mid the Equipments' warfw 1y are not mvered by IN s Agreement. Any such repairs 1 dend fled In i he pr000edi rig sentence shy I he wear atel y W Cod to customw and may lead to T a termin alon of this Agreem oral. In additi on, 683 may terminals IN b Ag reownt I f tho a ulpmwi is mot !led, dsmsg ed, d tored or aorvloed by persona d olhor then th o S BS Autiorizod EersonnO, or If par1si wcewWas or components not meeUp g m a& In a sped 110$H one ara tilled 10 the Equipment. MaInt n ance zW not per dhargos for repal rs n ceded as a result of Cxistwer or [H rd party rnoffleafloris le software or hardware. 2. MAINTENAN C E VI S ITS Main Ion anoo vial 1s Will b o made dud ng stand and wwkday bu sino� o hours at the address zho n an the fimt page of thla Agr ent. Maintonarice Yi sits requ ed fof hd Idays, weekends or after st d and buslness hou rs may resu11 in addition 4 charges for irsvel and laba purw ant tc 9E8's sts rid and otii rye rakes In effect al the 11m D hl alnlen ance vl ei I. SO S wi 11 not cxmnect, d 1 sconnect, rep al r or otherwise ser dco n Sh are app roved attachments, mrponents or ec sort ee. Customer- Is respen sidle for di s ne-at1 ng and recw wollng no� G Carp approved ' af1aohmen Is, pore nt.s or aomsod es. M al ritenance porf6rmed dud rg a M al ntenanoe vi sit Ind ud as luhrio allcm and dead ng of the Equipment and the adjugtm an 1, ropaIr or repWo ment. of parts do s cribed h d ow, 3. REPAI R AN D REP LACE M EN T OF PARTS Excopl. Photocondu clers (Le. copy dru ma), all pads nmessary 10 the operation of [he Equipment requiring reel acement d uo to noim el vm ar -aad tear, au 4 ect to the g on oral scope of r ag a, gill h$ furn1 shed too of charge d ud ng a senioe o 91, Coverage for Photowriduotors rn ny also he obtaln d for are addition al fee If Weated on the first page of this Agreements 4.o - MAJOR RE PAIRS AND U PGRADES M a jor repairs resulting from mfi z of th 9 prod t, overall fai I u re of the E q ul p m w 1 re sal ring tom the norm 4 end life cycle of the u1 prnont and ether repalre foqul ring more 1h w customary repaIr and part replacements COYerhaul') shJ not he o sldered wyored Wrilen an De. Shedd, in the ep1 n1 on of S E S, an Overhaul he nmesary Rw the Equtprnent to he I n woad ng cnnd1 [Ion, 80 S Pill submit to the Cue tare r an es rim ate of needed rep al rs and the1 r add! lion M cog. i f the U Rlemer does not authorize su ch Overhaul, 8 BS may, at 1 Is option, d lmtl We Mal arena nce of the Equipmon 1 under this Agreement. Thersaf[ar, B3 m ay m ske seivioe avail abl a on a 'Per C0 basis based upon SS's stead and rates In effDot at the dm a of 1. So US E 0 F E 138 SU P PL IES 0u steer i s col chi ig at ed to use 3 133 approved suppl lea undor Ihia Afire meni, It however, the Cu otomer uses other than 6 BS appr d sued lea (olher than pa r) and such su ppilas rasu It, In SOS's rea&QnaW a judgment, add! lion M M aintenarico, then S BG ray, at I ts op lion, assess a surcharge or 1eirninate th Is Agreem oni � If SIBS tercel males th] s Agiaernent, S 9 S may ma %e so rvice avail -able on a 'Per Call' basis based, upon 8 BV s alandard rakes In of led at the time of sere, 6, SUES LI ES Supplies col ectedd I f anyj on the ftonl of this Agreement (08uppliee), shall be C hided. u rd or ibis Agrearnent. E B 6 %Vj 11 proVid a such W ected S uppl tea to the Custom or based upon rKr rn sl rids, Supplios pr dad are for uGe with tho Equi pm En I covered by IN s Agrwrne nt only and are n(k for re sal a fer U se Vi 1h o1W aq ulpnwn1. I t the Customer's usage of the Supplies exceeds the r*rrnal I aids for tl� a Equipment boing M1 , 8138 W1 i In ee and the Cue lomer roes to pay, for the a el to ppil at 133's cu rank retell Sri s then in off ed, 8 BS reservw the r1gh110 charge for s uppl ie$ an d freight. NorW 0 rid Is deft red as the publ Lhed Inda0y standard yield for product model oovered under Ns Agreement' 7, E LECTRICAL REQU iRM ENTS In order to 1 nvura cpki mom pe4rrnance of the Equ Ipment, Customer must 000y vith all Sh arp re Ired orectrical opeoCfication, indudi rig bu 1 not limb led to uso of do s1g nated d rcu it and ouflets and req j red Yd tage requ1 rem on Is. These power a landards are required by UL andfor I cad G afet� rid ek.ien -a, 8, CHARGES The ini list charge for M ainton w co under IN a Agreeme nt i& non-re fundable and sh all be the arru rat set forth on the fir&I page of IN s Agreemni. The annual marntera nce ch arg 9 with ro&pwt to any renwaal tern X111 h a [he ch erg a in effW at [be Ume of lerm renewd' Customer GhWI be charged acrd Ing to the payment oyde i ndioated on the front page of this Agreem w 1. Cu homer ch Q pay 41 eh arg as wi1h1 n ten (10) days of the dale of the SIBS hvolce, Post due amounts small accrue Warest at a rate of 1,5 per rnonfh. If any Eqd prnent whl 0 Is ouq act to 1hle Ag regiment, or any ran owed hereof, G an d to a now S BS service #erfItory, BS sh all have the option of charging the usl e-r a n amount equN to the di fference In 1h a published tern tory (en a p re rata h asl s). I f such equipment I s moved beyDnd any 80 G aevl ce territ , S13 S rmrvo& the rig ht to cancel this Agreemnt, upon written rolf oe to the Cu slemer, or 8138 m ay 0 arg a (and C astorner hereby agrees to pay) s fair and re asonable upGharp far conq nu ed se rviee. In so doing SIBS may take 1 nto s n l rho disia.nce to Custorn s now location and 8B S publish ad roles for 6 BS's '#1 me and m ator'lsl e, 'Per Ca X wtvios, BS r rues the tight to I norease andibr o1herM so modi i Is servloe fates and service on each an Hversary dale of this Agmement, 9, MET ER READ IN G Nslomer Is ohlig ated to R roved a melor reading (a) in a bract y manner u pen reque� k. if the Custom fail s or refutes to provld a th o motor rending I n a tl nely manner, a B8 may esti m ate lha meter b ased upon p r Vous h ills rig and service aster randi nun. Th a esilmated me ler will then he apM led 1 n the same m anner as I f [he meter had lawn supplied by the Customer an d 0 a Customer ag reps to p ay any ove rage ohargas th at may resul 1 km tho eallmaled meter reading. I Dt T ER M This Agrmmeril shall Mme eIfe vD upon SOS's rewlpl from Customer of lire 1 milt al norw reftindaW a m aihtenance oh arg a, ae set forth on he fi rsk page of this Agreeman I o or for such a slomers th at s re to be 1611 led In arrea rs, upon the dale IndEoated In a Merl Date portion of th a first peg a of th Cs Agrement, The term of th] s Agreement sh4 i h e as specl fl ad w the face peg o of lids Agreement, Page This Agreemenl shall aukanalfcally renew for addilianal one year periods unless either parr prWdea IheaUyef slily (0Q) days written nallce of terrnlnatlon prior to the and of the Iniud term, or any *awal lerm hereunder, In the event that Wstamer reaches or exceeds the allowance, as specifled on the First pale of this ll!graemenl, prior is the eacpiralfan of the initial term, or any renews terry under this Agreement, Customer hereby agrees to pay 813S IhO SAS excess meker rate then In effect and same shall apply to all ad Castanets exoasa teeter ammnls, Ihrvugh the and of lhe kerm a[ (his Agreement. For phis Agreemeni (riot GPC bases} either early shall have (he right during and renewal term, or during any sewnd or ihltd term of a muN•larm agreement (if eppl loabfe) to terminate this Agrement upon sixty (60) days pr1ar to written notl ce to the olW, i 1, - EVENT OF DEFAULT AN D TERMINATION The C us1 girls Uwe to pay arty awal due under this Agremoril. or breach of any oihar 119allon herein sW ooa ituto an Eyont of Def t* Upon an Ewmt of BefaLk. 8BB MaY.1n Ita di sefollon take any ore or more of the fdl i ng aotl way (1) coaro performing �l Maintemarice or any other se t Under 111 s Ag roe caeca; (iii Unish Maintw ance or service upon - a propold, +For Cdo bast wWor (11) terminate ibis Ag re me rat, 0u dormer shsl I he obligated to pay any arnounts due wd awlng to SBS wilhin (10) days of the explWon or ferrnina� on of thli s Ag reement. Cusibmar, u pon payme nt of di -such amounts due, shA thereafter have no furlher liahil ity or oW lgahn 10 8 B S whatsoever for any further fees or- expwnsaF144hereander. In the event SBS terra in ates thl s Aweemen I. becauso of the hreavh of Cu slomor, 8 138 shall W ent'11W to paymwt for work In pwgresa plus reimbursement fof out-of-po&et expenws. 12, IN DEMN ITY Cu alonner shall 1 ndem rd fy, a ave and hold SBSF Its affiliates, doers, dirWors, sbarAddors, ems a, agents and represenfatlye s sari its and the! r swmssois and as*-ns ('SBS Parties ') hardens kern and gaInG I any li ability, lei s cost, expense or damage whats eau i by rein of any bre h -of tHs Agr an by Customer or by reasan of any ln]ury, whether to body, property or business or to any offer peraw by re awn of any act, neglect, oW salon or default by Cuabmor, Customer shall defend, al Its sole and absolute oust, any action b wh1 ch this indemwlty shd I apply. In the even Custom of faml s Ito defend shah wW 6 BS may do se aW rocxwer hm Customer in add ition, Wl cola wd expenses,1 nduding, aftorneyd fees in n [ - theraWth. SB8 sh di he en61l to rwover from Customer X11 oosto and expenses inoludN wigmt rlmllatton, altorne�s lam Wd disbursomwi, I nou rred by 81381 n wnneckn with acUo ns taken by 6 BS or its representatives 0) fo onforoe any prW4on of Us Agrumenl; (1i) to a ffect any p syments or WI actions prcMded for hereln; (iii)1e invIl tuts, malntal n, er owrve, and fore dos a on S 138+ s secure ly interest In or 11 an on the goods, whAer through judicial pr dings or etherM ; of ('1v) Io defend or p�oseoL�e any aol[ong or pr~0000d ings . adstrg out of or relatIng to any 8 B8 transwil s vAth uatcrne r. The foreg � ng provl dons of this paragraph i I shall su vo �h$ tofmInallon or dragon of ilia Agent to tho exlent emitted by Law. 13, ENTIRE A REEMENT This canslkkukes the enlace Agreement boweeri Ow parties relating to the' suWeck mailer hereof. Any rnodGfloallons to this Agreement mist be In wriling and signed by bolh paroles, 14, SU CES SORE AN D ASS [ N ; T EE MI NAT ION Nelthef party may asdgn Hs Agremant of any of its rightg or obi lgaUon s Wou nd err wi thout 1W prl of vvd [to n appal of the ether party, which Will not be unreasanabfy %M khhdd, exce pt that elth of park may assIgn its obi Ig ations and dghla fo a wholly =nod suheidi ary, parent oorpordlion, or onti ty under the 8 erne mn arship, eper Won or oonWd 15. 8 EVERABIL iTY 11 any prov1 sloe in th Is Agreement 1-s hold Invalid or unenforc*We by a body of oDrnpatenl Jar i sd iCtl on, such prcvislan +ail I he trod, l I m1 led er,1 f rmossory, severed to Uhe stmt necessary to d1minate such Inv Idity v unan f aabll ily. The Parties ag rw to negotiate In good falth a valid, anforoaable substitute provision that most nea rly affects th a Partiee orig in A In lent In entedW Into tW s Agrmnent'a to pr l& an equitable ad jug Imon l in 1h 9 evan1 no such p.rovislon oar he added. The other provision of Ns Agreernonit shaJI remain In M1 fcfoe end effeal b 16 h GO U N TERPARTS AN D FAGS 11 1 LE S IGNATU EE T hIs Agreement may ba executed is several oumterparls, each of which shall be decmod to he an crl o1 nal and all of wNch tether shall omaU lute one Agreement binding on 41 parfle s hereto, notwithstanding, th at all lire parf1 as havo not sign - the same oountarparL A faxed signaMe of th1*8 Ag rw men[ bead ng authofted sign atures rn ay be treater as an original. 17. WAIVER OF JU RY T RIAE ALL PARTIES H ERETO IRREVOCABLY WAIVES THE FUGHT 10 YRIAL BY J U 18. ,IURISD 10T ION PSI parties herby consanl to the Wusive jurf'scriclion of Federal Caarkslocaled in Santa Clara bounty, C $Iffornla and the 5tale Courts located In Santa Clara Cou nty, Calk rnia In any proceeding arising out of or relating to this Agreement, igd Ll M ITATI 0 N OF LIA131 LITY To the extent p ormitted by Law, In rp ownt shall SBG be 11 able to Cugtomer for any spod 4,1 net dental, consequen1W, or Ind reol darn ages, Ions of business profits, WsIness Interruption, Wg of bushes s inf m a1ion arisrng out of the WWI Ity to u so tho Equipment. The Customer novdedges that the M $in len ence provided by S BS i s for the mechanical msintena o of the EquIpmenk only, "'that 11hls Agrement does not cover any software, nehvorMng or any other ,r UY1ty or functionality maintenance, wyloDs or support, 204 FORCE MAJE U RE SO S $h 611 not be Ni ah1 a to Custmw for any feilure or delay smeed by events beyond 6 ms's oontrol, Indu ring, vAth t Ii W I ation, Custom ee s fallu re to furolsh woewary Information; sabotage; f ellufe or delays In lransportaUbn or gun roatlon" boy f t onnhargoes; lail�r or subs 'litulions of equkpmeft I sbor dlwgas; acold are Is; shot !ages of I-abor, fuel, raw materials, m achin , or e dement; tedhnical failures; fire, ate; fly; e ar�thqua f e 1 o -slon; acts of the publ'w enemy; wart In rwdlon; rot; public di sorrier" 1d del- quaranline reslrIcti on s, ado of God; aels of w y government or any quadjovsrnmental atikhmifyp [Wrumw(allty or agency. 21, NO WARRANTY 8 138 01 SC LA iM 9 ALL WAR RANTiE , EXPESS OR IM PLIED, i MCLUDING ANY IM PLIED WARRANTIES OF MERCHANTABILITY, TE RN ICAL COMPATABILITY, FITNESS FOR USE, OR FITNESS FOR A PARTICULAR PURPOSE. 2 2. 1 N BU RANGE I f th a Cugtonw r Is leasing !h 9 equipment, the Custornar shalt obtain ad malnidn p at ill own expense, in surance rel ating to d alms for Inju ry andVw property damage (IndWi'rl comrnorclA general 11abili 1y I nsu ran co) based on Ito u se of the equ ip men[, gds a nd maaWnery +) 2 of 2 Do Lags Landen Flnanc'fial Services, Inc. Lease Agreement (W'athout Service) 1, Le a p: You pe%essm's ag a to lea m m fro us- (the "Le sor� the Eq u 1p m ent flsvd above ar�d or� any attached schedula (th a easel.Y0u authorize us to ad)ust e Lease payments by up to 1 % if the cost of the Eq ul mere or sauces differs from the su e tima#e. Th is Leno I s effe cdve ors the dais that dit is accepted and signed by as, and tho barm of th I ,ease be gins that date or any dater data that wo desIgnate (the "06mmence ment Date) and continu�s the rea erfortho n u mber of months Indicated abova. Leasal �a�r� eats are dui as Involced b � . As you will have possession of the EquIpment from tho date of its do I Ivery, if we am pt and s ign this Lease yon will pay - us Integm rent for th e period from e date the Eq uIpment is d efivered tD you until tho Cbm Date as rea- sombly calculated by us based on the Lease p yment, tea number of days In that pefliod, and month of 30 ays. Your Lease obli aflans are absolue, uncond ional, and are got subject to can celfati0r, reduction, setoff or cauntercalm. You agres to pad us a fey of $75,0 to reirrrbur e our expe nses for rr re par�n� financin tate�nents, other d ur�entafior� cots and l! on olng ad lnf Nation pasts d ur- � iho �orm of�f4s asp. Secudly d e asIt are r�on- 1r�terest- beanr�g an � ma r b o a flerminated., fief to urn a Leaso d6fau It If you are not In def t�ft, uvevu�l return the deposit to you uuhen the Lhasa I's It a pay- ment Is not evade when d u�e, yGu will pa us a late char e of °1� of �e payment ar f 0 .00 whichov- or Isg oter,1�Ie ill a.r� e� yoar fee of$25P.00 for an c�ec3c I hat Is r�eturned, 0(�ll� WE ARt AUTH 0- RIZED TO WAIVE OR C f4P�NGF ANY TER M, PROVIS ION OR CO I�DI�'lO�l OF THE LEASE, 2m 1119: Unless you have a $1.00 we optiar� � uv�ll have tI1 le to the Eq uIpme nt. I f you have a 1,,00 purchase option and/or the ease is do orned W b e a security agreement, you grant us a socu- flty Into rest In the Eq, u Ip ent and ail proceeds thereo#. You author e u #o file llnrform o�nrnercial Code "'U ' "� financin g statements are the Equipment,, 3.E q��pm�,� Us�� lainienance and Warranties: lie aralaasing the Eq t�ai� r�ant#a �I u �`A -IS 'ACID �IlA E P�0 tl�RililE 1� OR IIP�.rEf� l�ILUDIN ARA.�l I EOF M ERHA�U7BIL� ITYr OR FITNESS FOR A PARTICULAR PURPOSE'. We tmnsfer to you any � rr�ar�ufac#urer arrar�tles. You are neq�ired at y�ur cost to keep the Equip ent In good �ror�ing ca ��ion and to p air fDr al I sub_ plies endr� aim. Tf�� Le��e p��me� #� set forth �boue do �t�! i�clud� the cost of maintenance jind1or servica. You ague 11hat we are no# responsible for V rov] d Ing ma(ndenance and/or servIee for the Eq uipmen# artd you will make all clalm reIa#ed to maIntenanca an No r service to fie serv- ice provider that �ou en1er Into an agreement t�itl� to p rauide sash malntenartce andJor service. ND seruice pratV41det�my alter#he lurrnsof this Lease or ma ke ar� pro mIse or arraflgemer�t I h at alter our rights or your obligations tinder this Leasoit You ague hat �u aye axprassly assumIng any asks ari in komsuchservIce rovidees Inability to deliver sic rat tena�ce and/or serv- fee, und$r an� msta I rc�ud�i�gi without 1 , such So rVice P rovider final1Clal c(�u- diti�n or its Ina bilifyto rep air or service the Equ�fo ment, Yu u agree that any claims related to rnair�- ter�an e or service v�ll not Impact your oblrg r� �� pay all Lease paym ents whirr dui. 4. Assignment: You agree not to transfer, sell, sublease, assign, pledge or encumber efther the E quIpr�er�t or an r� ht�under this Lease Vithout our pr or �u�itker� cons en#. Yo u agree that we rna�r s�11, assign �r trays erthe Leaso and the near owner ill have the same nT hts ar�d bor�efts we n ow have and ill not have to perfo rm any �rF our ab11gations and th o �ghts of e now owner W< <I nit be ubjeatio an cla'rrrrs, def6nsos, orsetaffs that you may have �.galnst us or. an supplier. 5. Riser of Loss and Insuranc�: You are responsible for all asks of lass or damage to t he E and if and loss o curs yo u ate dsh requ Ired t at� f yo �� o� ur Le a e obligatian . You �u111 aep the Equip end Ins ured against all of lass or damage fa r an arnaunt equal to its rep1aGerr�ent ost, You u�ri1111 st u as the sole loss - payeo fc)r thu Insu ran e end Vivo, us r�f#en pro o€ of #fie Ir�surar�c o. ff oU t�o �iof p�'o�de 5l�ch iI1 lIr�I�M t you agree fat e hava t o rg��t, bit �tot,t he obllgation, to oblair� such Insurance, and add are lngurancefee to fi�e arnour�tdue from yo 0, an which we may make a p rof., You a reel hat Ehls is a nonmcangelable lease.. Do Eq ul meni Is: 91 NEW O U 3Eq AAA_ � Date Tit[fl PrIntNarne LLI =OF �o ClyClerk Grace Schmidt LA Ca Legal �1 Name of Cafpffatlon City of cuoedipno fit, We are not re pansible fo r any lasses or c urie eau �d by the EquIp�nent and you wilt r�lmbur e us and dafen d us against any sucfi clair�s. �s indemn i r will cor��mu9 after th a errr�ir�ativr� ot this Lease. You �rili obtain and maintain comprehensive public liability Insurance riaming us as an addf- donal din sured whh cove ragas an d c m o u nts ac cep#a ble to us. S.Taxnm.Youa ces p to p4ywher� dui, ei�hardirecti�r ores reimbursarnentto us, all saps, use and per- s onal P rope�ly and obarges ire c onne tion nth own ership and usa o the Equ I p ment. We may harge opt a p roc e sing fee fo r admlnrstering p rope rty tax flings. you will indemnify us on an after- tax bas le aqainstthe foss of any tax benefits ankicipated at the Com ni en cerno nt Dots a fting outo # you r acts iDr omi ions. 7. End of Leese: You will dive us at least GO dqs but not more than 1 Q d a�rs wrifte �a#iae Ito our ddre be lauv) before the e x� Iragon of the Initial lease term (or wry rar�ev�a� terr } o our Into r�tion to urr use or retur�r� the Eq�i menL With fro er ��tice Vo� rna ; a) purchase all the q�l�rnent as InTlicated above ��r "�� of �s� 0 �ar� fa� m acetvalue purchase ption amounts wits be dater- m Ined by us based on the Eq ulp m ent I n place value); or h rat u rn all the Equipme nt in grad vuo*- ing con dltion at our �o In a fimely rr�ar��er and to a [ace an � des i�r�ate, If you fail to notify u , or if fro do net (i) p urch� O Dr (11 return the �quIpment a p ra�r1ded herein, this easy will automat-, I c ally renew at the same payme am o u nt fa r consecutiVe 6D -day p odods. B. Defa ult artd Re m adles: You are In detult on this Le ase if; a) you fall to pad a Lease payment or breach (1) any � #h�ra�our� when due; orb) au and aver a�l�gat�� u�derthe Uaso o�another wbilh us « ouae 1n d a�l� onthB �easve ay: �� of unpad Leasepayments for th 9 fu It Lease torm I m mod lately d ui and ,payable to us; (0) sup�rau to r ar�d receivo tie total a�nount due an the .ease plus the E uiprnents antrcipated er�d of l,ease fair rn rat value or fixedtgr1ce per, cf e option {tf�e ��r future Lease pand the Residual discounted to e date of d atult at th e I e sser of {a} a per annum interest ra#e equ€valentto that ofia El.S. Tr&asur cortstartt r�atu� rity vbligatlan has reparietl y tea U,S. Treas u r D apa meat }ghat wo have a repaym en# term eq ud to the remain Ing Lease berm, all as reasonably d etc rm1n ed by or (B) 3% per annum, plus rea- anable col laction and I aQ al costs; (0i) c ame you Interest on aII monlBs due at the rats of 18% per year or the h1gh est rate permitted by law front the date of default; and (iv) require that you i m mod lat retum the Equ I p men t to us or we ma r peaceably repo ss6ss it Any return o rep asse siaa Will not be con idered a term inati on or r ncellation of the LMS I If the Equip rn errt is ralurned or re pOssessed we 111 sell or re, rent the Equi ment atterr�s we d etermir�e, at or e or more Pu�fi� or p ri+ te sales, with a without nonce to you r an pg� y tie yet p �o�eeds (after deducti�tg ar��r relat�d expenses) to your obli- gations. You emal n liable for 8�1�1 C��fC��1i Wl�k �I�� i{��5 �}�f[i r�ta��ed b us. . Mi 6 Go I I a ftflo U 3: Yo u agree tie �a�� s � �n a�ce lease as da tied in A aicl a M of the U CC. You ackno rla d go we have given you tie narna of the Equipment suppIler and that you may h ave rig hts under the contract w1th the supplier and mayr contact the supp[ler for a description of these rights. If requested, �ro� will sign a separate Equi�ment acceptance cert1f1cato This Leaso was made In Pon r�8y[v�nia "PA " , �s to be p e rf arme d I n PA at�d sh all be gave rned and cor�strued in accor dance With tho �aw �f PA. You consent to ur�sdictlor�x erso�nal or otherwise, in any state arleilm erai court In PA and Irrevocably wa�ve a irlal by ury. au ag ree to �ir�a an and �11€�ghts aid granted rernadios to you under Sections 2A-508 t rough 2 A522 of the UCC."You agree that the Equipment will only Ue used for businass purposes and not for personal, fambily or housohold ass, and will not be moved from the above locaUon Mthout our consent, You �g rye that a facsimile copy of the Le ase with facs 1 rn 1 le si natures may b B treated a s an origir�al and v�tl(6e atlrnlssi h I e a evIdence of the Lease. Wa may I nspec� the Equ Ipm e n during the lease term, Be Lags bander Financlal ServIces, Ire. Lease Processing Center. 1111 Did Eagle School Road, Wayne, PA 19D87 P (800) 135.3273 • F N(: (SOUj 77G•2329 CDMMOnCOment'Dale Lease Number Accepted By: � The E ulpm has been receive nsa, is in goad working order and is satisiactory and acceptable. � SIgnalure � Date BJ _PFF � NiN Name �°+ �°— Title /i .:�A {• Q Q �'e.�..— 1 f` A k%A t �� zX 9 luncondftlon r guar i rompt payment of all the "ssea'� oblrgation underthe lease. The L is not fe ulred t� ro e�d ag� natthe Lessee. or the Equipment or enforce ofl�sr ism - dies before proceadpin against rr�e. I waive vatic of acceptance and all other notices or demands of any Find to which �ma�r be entitled, I consent to any e ter�s�vns or �nodi�icatiar� grant ed to tf�e l.es e� aid t�a release act or compromise of any obligations of the Lessee orany other guarantors without releasing me from mfr obli ation . This is a continuing guaranty and wl 11 remain In effect 111 the event .Of my death and may b e el1f01'cBd by or fo r t he ben of any as sig nBa QrUcC64f of the Less or, Th Is g u a r'dnlyS gov e med by a n d Co 4uled in aGcur- dance with the laws of the Communwea Ith of PA a n 6 1 consen# to n o am excl v sl Jurl sd of and state or I adera I court I n PA and waive tr lal by fury, signature Pr1nt dame Dale 02008 A I Righis Wand. PrInEea In Ma U.S.A., 0801Dac2440 1 Q n: �E G2 CD 0 W C3 CC co Fuli-LogaliVamo Purc'hasBOrd'er'Re'qu�I'tionNurnber PhoneNumber ul Cit of Gu e rtino (408) 777 -3225 Bill Ing Addfass City Slake Zip Counly Send Invalce to Aftention of: 10300 To Ave CuR2qlno C A 95014 Santa Clara Finance Dept Make W-- ------------------------------ Model Nymber S umber Quantily a escri Ilan (Mach Se Sharp MX264 1 system a W --------------- Install site,., Blackberry Farm 21979 San Fernando Ave., Cupertino, GA 85414 -- - -------- ----------------- Number of Lease P menls Lease P menl' plus ApplIcabla Taxes Tarm of Lease in Months Peymanl Frequency: ❑ Monthry m Quarterly ❑ pfher end of Lease Option: VFMV El 10% ❑ $t F,1 Other * 20 $258.00 Pl us A pplicable Tues 60 End of lease Purchase Op3[on shall he F MV un? ass anathar option Is selected. ti � n.P * P I u s Ap pllcab le Taxes Securlly Deposit (pLU$ Flrst Patlad 7'll Payment � Paymaaf (PLUS) Other (EQUALS) Enclosed payment doss not include servicelsupplies $0.00 + $Otoo + $0.00 $04-00 * Lease payment may b e ad] usted for up front sales tax, TERMS AND COND17IONS 1, Le a p: You pe%essm's ag a to lea m m fro us- (the "Le sor� the Eq u 1p m ent flsvd above ar�d or� any attached schedula (th a easel.Y0u authorize us to ad)ust e Lease payments by up to 1 % if the cost of the Eq ul mere or sauces differs from the su e tima#e. Th is Leno I s effe cdve ors the dais that dit is accepted and signed by as, and tho barm of th I ,ease be gins that date or any dater data that wo desIgnate (the "06mmence ment Date) and continu�s the rea erfortho n u mber of months Indicated abova. Leasal �a�r� eats are dui as Involced b � . As you will have possession of the EquIpment from tho date of its do I Ivery, if we am pt and s ign this Lease yon will pay - us Integm rent for th e period from e date the Eq uIpment is d efivered tD you until tho Cbm Date as rea- sombly calculated by us based on the Lease p yment, tea number of days In that pefliod, and month of 30 ays. Your Lease obli aflans are absolue, uncond ional, and are got subject to can celfati0r, reduction, setoff or cauntercalm. You agres to pad us a fey of $75,0 to reirrrbur e our expe nses for rr re par�n� financin tate�nents, other d ur�entafior� cots and l! on olng ad lnf Nation pasts d ur- � iho �orm of�f4s asp. Secudly d e asIt are r�on- 1r�terest- beanr�g an � ma r b o a flerminated., fief to urn a Leaso d6fau It If you are not In def t�ft, uvevu�l return the deposit to you uuhen the Lhasa I's It a pay- ment Is not evade when d u�e, yGu will pa us a late char e of °1� of �e payment ar f 0 .00 whichov- or Isg oter,1�Ie ill a.r� e� yoar fee of$25P.00 for an c�ec3c I hat Is r�eturned, 0(�ll� WE ARt AUTH 0- RIZED TO WAIVE OR C f4P�NGF ANY TER M, PROVIS ION OR CO I�DI�'lO�l OF THE LEASE, 2m 1119: Unless you have a $1.00 we optiar� � uv�ll have tI1 le to the Eq uIpme nt. I f you have a 1,,00 purchase option and/or the ease is do orned W b e a security agreement, you grant us a socu- flty Into rest In the Eq, u Ip ent and ail proceeds thereo#. You author e u #o file llnrform o�nrnercial Code "'U ' "� financin g statements are the Equipment,, 3.E q��pm�,� Us�� lainienance and Warranties: lie aralaasing the Eq t�ai� r�ant#a �I u �`A -IS 'ACID �IlA E P�0 tl�RililE 1� OR IIP�.rEf� l�ILUDIN ARA.�l I EOF M ERHA�U7BIL� ITYr OR FITNESS FOR A PARTICULAR PURPOSE'. We tmnsfer to you any � rr�ar�ufac#urer arrar�tles. You are neq�ired at y�ur cost to keep the Equip ent In good �ror�ing ca ��ion and to p air fDr al I sub_ plies endr� aim. Tf�� Le��e p��me� #� set forth �boue do �t�! i�clud� the cost of maintenance jind1or servica. You ague 11hat we are no# responsible for V rov] d Ing ma(ndenance and/or servIee for the Eq uipmen# artd you will make all clalm reIa#ed to maIntenanca an No r service to fie serv- ice provider that �ou en1er Into an agreement t�itl� to p rauide sash malntenartce andJor service. ND seruice pratV41det�my alter#he lurrnsof this Lease or ma ke ar� pro mIse or arraflgemer�t I h at alter our rights or your obligations tinder this Leasoit You ague hat �u aye axprassly assumIng any asks ari in komsuchservIce rovidees Inability to deliver sic rat tena�ce and/or serv- fee, und$r an� msta I rc�ud�i�gi without 1 , such So rVice P rovider final1Clal c(�u- diti�n or its Ina bilifyto rep air or service the Equ�fo ment, Yu u agree that any claims related to rnair�- ter�an e or service v�ll not Impact your oblrg r� �� pay all Lease paym ents whirr dui. 4. Assignment: You agree not to transfer, sell, sublease, assign, pledge or encumber efther the E quIpr�er�t or an r� ht�under this Lease Vithout our pr or �u�itker� cons en#. Yo u agree that we rna�r s�11, assign �r trays erthe Leaso and the near owner ill have the same nT hts ar�d bor�efts we n ow have and ill not have to perfo rm any �rF our ab11gations and th o �ghts of e now owner W< <I nit be ubjeatio an cla'rrrrs, def6nsos, orsetaffs that you may have �.galnst us or. an supplier. 5. Riser of Loss and Insuranc�: You are responsible for all asks of lass or damage to t he E and if and loss o curs yo u ate dsh requ Ired t at� f yo �� o� ur Le a e obligatian . You �u111 aep the Equip end Ins ured against all of lass or damage fa r an arnaunt equal to its rep1aGerr�ent ost, You u�ri1111 st u as the sole loss - payeo fc)r thu Insu ran e end Vivo, us r�f#en pro o€ of #fie Ir�surar�c o. ff oU t�o �iof p�'o�de 5l�ch iI1 lIr�I�M t you agree fat e hava t o rg��t, bit �tot,t he obllgation, to oblair� such Insurance, and add are lngurancefee to fi�e arnour�tdue from yo 0, an which we may make a p rof., You a reel hat Ehls is a nonmcangelable lease.. Do Eq ul meni Is: 91 NEW O U 3Eq AAA_ � Date Tit[fl PrIntNarne LLI =OF �o ClyClerk Grace Schmidt LA Ca Legal �1 Name of Cafpffatlon City of cuoedipno fit, We are not re pansible fo r any lasses or c urie eau �d by the EquIp�nent and you wilt r�lmbur e us and dafen d us against any sucfi clair�s. �s indemn i r will cor��mu9 after th a errr�ir�ativr� ot this Lease. You �rili obtain and maintain comprehensive public liability Insurance riaming us as an addf- donal din sured whh cove ragas an d c m o u nts ac cep#a ble to us. S.Taxnm.Youa ces p to p4ywher� dui, ei�hardirecti�r ores reimbursarnentto us, all saps, use and per- s onal P rope�ly and obarges ire c onne tion nth own ership and usa o the Equ I p ment. We may harge opt a p roc e sing fee fo r admlnrstering p rope rty tax flings. you will indemnify us on an after- tax bas le aqainstthe foss of any tax benefits ankicipated at the Com ni en cerno nt Dots a fting outo # you r acts iDr omi ions. 7. End of Leese: You will dive us at least GO dqs but not more than 1 Q d a�rs wrifte �a#iae Ito our ddre be lauv) before the e x� Iragon of the Initial lease term (or wry rar�ev�a� terr } o our Into r�tion to urr use or retur�r� the Eq�i menL With fro er ��tice Vo� rna ; a) purchase all the q�l�rnent as InTlicated above ��r "�� of �s� 0 �ar� fa� m acetvalue purchase ption amounts wits be dater- m Ined by us based on the Eq ulp m ent I n place value); or h rat u rn all the Equipme nt in grad vuo*- ing con dltion at our �o In a fimely rr�ar��er and to a [ace an � des i�r�ate, If you fail to notify u , or if fro do net (i) p urch� O Dr (11 return the �quIpment a p ra�r1ded herein, this easy will automat-, I c ally renew at the same payme am o u nt fa r consecutiVe 6D -day p odods. B. Defa ult artd Re m adles: You are In detult on this Le ase if; a) you fall to pad a Lease payment or breach (1) any � #h�ra�our� when due; orb) au and aver a�l�gat�� u�derthe Uaso o�another wbilh us « ouae 1n d a�l� onthB �easve ay: �� of unpad Leasepayments for th 9 fu It Lease torm I m mod lately d ui and ,payable to us; (0) sup�rau to r ar�d receivo tie total a�nount due an the .ease plus the E uiprnents antrcipated er�d of l,ease fair rn rat value or fixedtgr1ce per, cf e option {tf�e ��r future Lease pand the Residual discounted to e date of d atult at th e I e sser of {a} a per annum interest ra#e equ€valentto that ofia El.S. Tr&asur cortstartt r�atu� rity vbligatlan has reparietl y tea U,S. Treas u r D apa meat }ghat wo have a repaym en# term eq ud to the remain Ing Lease berm, all as reasonably d etc rm1n ed by or (B) 3% per annum, plus rea- anable col laction and I aQ al costs; (0i) c ame you Interest on aII monlBs due at the rats of 18% per year or the h1gh est rate permitted by law front the date of default; and (iv) require that you i m mod lat retum the Equ I p men t to us or we ma r peaceably repo ss6ss it Any return o rep asse siaa Will not be con idered a term inati on or r ncellation of the LMS I If the Equip rn errt is ralurned or re pOssessed we 111 sell or re, rent the Equi ment atterr�s we d etermir�e, at or e or more Pu�fi� or p ri+ te sales, with a without nonce to you r an pg� y tie yet p �o�eeds (after deducti�tg ar��r relat�d expenses) to your obli- gations. You emal n liable for 8�1�1 C��fC��1i Wl�k �I�� i{��5 �}�f[i r�ta��ed b us. . Mi 6 Go I I a ftflo U 3: Yo u agree tie �a�� s � �n a�ce lease as da tied in A aicl a M of the U CC. You ackno rla d go we have given you tie narna of the Equipment suppIler and that you may h ave rig hts under the contract w1th the supplier and mayr contact the supp[ler for a description of these rights. If requested, �ro� will sign a separate Equi�ment acceptance cert1f1cato This Leaso was made In Pon r�8y[v�nia "PA " , �s to be p e rf arme d I n PA at�d sh all be gave rned and cor�strued in accor dance With tho �aw �f PA. You consent to ur�sdictlor�x erso�nal or otherwise, in any state arleilm erai court In PA and Irrevocably wa�ve a irlal by ury. au ag ree to �ir�a an and �11€�ghts aid granted rernadios to you under Sections 2A-508 t rough 2 A522 of the UCC."You agree that the Equipment will only Ue used for businass purposes and not for personal, fambily or housohold ass, and will not be moved from the above locaUon Mthout our consent, You �g rye that a facsimile copy of the Le ase with facs 1 rn 1 le si natures may b B treated a s an origir�al and v�tl(6e atlrnlssi h I e a evIdence of the Lease. Wa may I nspec� the Equ Ipm e n during the lease term, Be Lags bander Financlal ServIces, Ire. Lease Processing Center. 1111 Did Eagle School Road, Wayne, PA 19D87 P (800) 135.3273 • F N(: (SOUj 77G•2329 CDMMOnCOment'Dale Lease Number Accepted By: � The E ulpm has been receive nsa, is in goad working order and is satisiactory and acceptable. � SIgnalure � Date BJ _PFF � NiN Name �°+ �°— Title /i .:�A {• Q Q �'e.�..— 1 f` A k%A t �� zX 9 luncondftlon r guar i rompt payment of all the "ssea'� oblrgation underthe lease. The L is not fe ulred t� ro e�d ag� natthe Lessee. or the Equipment or enforce ofl�sr ism - dies before proceadpin against rr�e. I waive vatic of acceptance and all other notices or demands of any Find to which �ma�r be entitled, I consent to any e ter�s�vns or �nodi�icatiar� grant ed to tf�e l.es e� aid t�a release act or compromise of any obligations of the Lessee orany other guarantors without releasing me from mfr obli ation . This is a continuing guaranty and wl 11 remain In effect 111 the event .Of my death and may b e el1f01'cBd by or fo r t he ben of any as sig nBa QrUcC64f of the Less or, Th Is g u a r'dnlyS gov e med by a n d Co 4uled in aGcur- dance with the laws of the Communwea Ith of PA a n 6 1 consen# to n o am excl v sl Jurl sd of and state or I adera I court I n PA and waive tr lal by fury, signature Pr1nt dame Dale 02008 A I Righis Wand. PrInEea In Ma U.S.A., 0801Dac2440 1 Q n: �E G2 CD 0 W C3 CC co FISCAL FUNDING ADDENDUM Fulli.egall\lafne, LU LU Billing Address (D 3� W lease Number D BA Name (II Any)- Phone Number L��— / .cr CO U MY �taZ l�� ZIP Code Lease Date Lessee warrants that it has funds available to pay all rents (the "Lease Payments ") payable under the above - identified Lease until the end of Lessee's c periods. If Lessee's legislative body o r other funding authority does not appropriate funds for [.ease Payments far any subsequent app ro-, priation period and Lessee does not otherwise have funds available to lawfully pay the Lease Payments (a "Non- Appraprfation Evens ") Lessee may, subject to the conditions herein and upon prior written notice to Lessor (the "Non- Appropriation N effective sixty (BO) days after the later of Lessor's receipt of same or the end of the Lessee's current appropriation period (the "Non - Appropriation Date " ), terminate the Lease and be released of its obligation to make all Lease Payments due Lessor coming due after the Non - Appropriation Date. As a condition to exercising its rights under the Addendum Lessee shall (1) provide In the Non - Appropriation Notice a certification of a resp o ns 1 b le official th at a N on,4App ro priat! on Eve I has occurred, (2) deliver to Lessor an opinion of Lessee's counsel (addressed to Lessor) verifying that the Non - Appropriation Event as set forth in the Nan - Appropriation Notice has occurred, (3) return the equipment subject to the Lease (the "Equipment ") on or before the Non - Appropriation date to Lessor or a location designated by Lessor, in the condition required by, and in accordance with the return provisions of, the Lease and at Lessee's expense, and (4) pay Lessor all sums payable to Lessor under the Lease up to the Non - Appropriation Date. In the event of any Non - Appropriation Event, Lessor shall retain all sums paid hereunder or under the Lease by Lessee, including the Security Deposit (if any) specified in the Lease. Lessee further represents, warrants and covenants for the benefit of Lessor that: (a) Lessee is a municipal corporation and political subdivision duly organized and existing under the constitution and laws of the State. (b) Lessee is authorized under the constitution and laws of the State, and has been duly authorized to enter into this Lease and the transaction contemplated hereby and to perform all of its obligations hereunder., (c) This Lease constitutes the legal, valid and binding obligation of the Lessee enforceable in accordance with its terms, except to the extent limited by appli- cable bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally., (d) Lessee has complied with such public bidding requirements as may be applicable to this Lease. (e) The Equipment described in this Lease is essential to the function of the Lessee or to the service Lessee provides to its citizens. The lessee has an lmme- diate need for, and expects to make immediate use of, substantially all the Equipment, which need is not temporary or expected to diminish in the fore- seeable future., (f) Lessee has never failed to appropriate or otherwise make available funds sufficient to pay rental o r other payments carving due under any [ease, lease pur- chase, installment sale or other similar agreement. This Addendum is not intended to permit Lessee to terminate the Lease at will or for convenience. YOU AGREE THAT A FACSIMILE COPY OF THIS DOCUMENT WITH FACSIMILE SIGNATURES MAY BE TREATED AS AN ORIGINAL AND WILL BE ADMISSI- BLE AS EVIDENCE IN A COURT OF LAW, S h W At °G Signature H rte— 6ST BE SIGNED BY AUTHDRIZ EP E WAN OROFfCEROFGOVEANMENiEN7fIYj 25 Pf Int Name C* w Tltie Date � °^ [ '— 1 Mmmm y Government '� � Name of Entity Signature Print blame CO � co T IF I I Date c� � carne of Corporation or Partnership 02011 All R 19h [s Reserved. Pri nted in the U.S.A. 050ED00090v1 10111 cc M LO cm CONNECT SHIELD DIGITAL CONNECTIVITY SUPPORT OPTION Sq.op of standard Installation Shay Business Sys.w.mg �' '1`t' y Client nibi[itis: Identification of needed configuration Modifications Dallvery and Installation of all system components/software Complete assembly & testing of purchased components onflcure system for specific network architecture Connection of system to an active network port GGheration of server and up to 5 workstation printer test pages Training of Client IT support on PC print driver setup Provide UnIlmited Help Desk Support for covered devices - Provide complete and accurate site surrey - bust have IT Administrative support available during install -- Ensure Gorripatible and updated OS an all workstations/servers w All serersfstorage fully backed up prior to Install procedures - Create all print queues as applicable Provide live network drops at each system location Provide static i P ad drasa fo r each system as recl uired Provide appropriate network cableslcabling Connect ShieEd .6grvices Included During Installation and Life of Agreement -All items listed above under heading of sharp i usiness Systems Responsibilities - SharpDesk installation, reinstelleflon and updates as necessary W Complete coverage of PHnt Controller and NIC Card including firmware updates Server /PC driver install, reinstallation and updates Vendor specific utilities installation, reinstallation and updates Adding users to fax and scan modules Level 1 support & diagnostce to be performed by Sharp Help Desk. The Help Desk will determine If on -site support fs rewired and within the scope of this agreement. Annual Retail Price er Device: 750,,00 Our Packa e Price: $500.00 ,ACCEPT the connect S Maintenance Agreement optional coverage i have read and understand our obligations under the terms and conditions stated herein, and on the reverse side thereof, as the only agreement ertainin to the equipment hereunder. No other agreements a ply unless expressly acted on the floe of this agreement or in the cantraots specified herein. Connect Shield billed congruently with the billing terms of the Qustomer Care Maintenance Agreement either ae a separate 'Invoice, separate line item or added to that a r er enfs base charges, ? 11 DECLINE the Connect Shield maintenance Agreement optional coverage. CtAstomer has declined the Connect Shield optional coverage at this time, The customer understarift obtaining this optional coverage later may incur charges in addition to the stated charges herein and has been informed as to the current tie and material billing rates. .C1. .9 6 u Jne _ Nerve r-1-3 Customer SIgnature Daft Authorization Date ............ ......... 888 Master contract Number 6MIS AGREEMENT SHALL NOT BE EFFECTIVE U'NLE'SS SIGNED BY THE CUSTOMER AND SBS CONTRACT MAMA GEM ENT o Md r Onpncv Agrinoment =ntmcts and their opftris aro nr n4afVnd a la, non- arable, and nary -cwc l le. Noe roes not incur* appricable taxes_ Sharp Business Systems iA a division of Sharp lau* l orporafton. Pago 1 of 2 pertaining to C01nect NOW Optional Addendum CONNECT SHIELD CONNECTSHIELD OPTTOINAL SUPPORT 1MR11S AND CONDITION 1. All applicable Forms and Conditions of the, ,11sto ` er CArke MaifnLenance Agreement are in fome. on the Connect Shield Optional Support lA i' em 'i]t . Customer is advised to contact SBS pxiar to updating or changing any application soft en or perodn y t m. . Additional loading of other drivers, utilities, security u d ,t". , anti-virus or other programs to existing workstations/ servers that causes SBS up ported products to malfunction is not covered under this agreem t and will be billed at the, current hoijrly rite. � do not guarantee that our produ t;g n(I software drivers will b e compatiblo with updated application or opernting operating systom software. 4. Proprietary pplication support may be provided an a billable best effart basis. This effort is based upon SAS expealencc, ii tom-er oxperionce and the ability to openly contact proprietary software vendor's support. SBS makes no representation of ability to support proprietary softwara. Any vendor support charges would be the responsibility of the cus o r. SBS support for this will be billed at the current hourly rate. . It is the -responsibility of the client to perform all necessary backups on the PC or Network prior to any in t ll daft or update. SB9 gears no responsibility for any damages, data or productivity loss from said PC or Network Devices* �. Network systorms are Highly volatile. nd oaivy no wa rr ri for any vor rrormed. . LIMITATION OF LIABILITY: 8135 assurnes no liability as are insurer and shall not be held accountable to c1lient for fallurc to perform its obligations due to eir curnst s b�!youd the control of CBS- Such cirmirastan ". s shall include, but not be limited, toy any acts or omissions of any governmexit or government authority., natural disai5ter, act of a public enemy, act f terrorism, iiot, sabotagtj, disput. es or differences with workynen, power failure, delays In transportation or delivoilcs of supplies or materials, acts of God, or any events that are Treasonably beyond the control of SBS. . si3s x in invoice for this agreement at the indicat d frequc nay can Customer Care Maintenance Agreement. Services w!U cQvcr only cl ices listed on that agreement nd must be listed by model and serial number* 10. NFIDE '411 ITY: All disks, tapes, processes, reports and information off' any nature that art made available by the Client or that b=Qmo avalLable, to SBS by virtue of this crne.n shalt be held in strict confidence by 1 _ Any such confIdential disclosure that is provided or h confidential information that bccomes available to SRS x111 be held in the strictest confidence in compliance with ti is agreement. Pogo 2 of 2 pe ftinIng to Gon eed Shield Optional Adderidu m M N MNT DATE; August 2 7, 012 RE: Service Exchange LEASE: City of Cupertino The Sharp MX51IIN Serial N tuber 1509491.E and all accessories has been swapped with Sham 1X 1IIN Serial Number r 150 79130 on July 31, 2012. The ending meter was B&W — .1 #018# Color — The beginning meter read is &W-� 806 ;.Color — . This is an even exchange of collateral. All original term and conditions of the contract remain in full force. Cily of Cupertino .. Lessee Print Name l Signature CA' S (Title Date Sharp Business Systems Vendor e- [ � Print lame p � � gignature T N Title ^ Date April 19, 2012 OFFICE OF THE CITY CLERK CITY HIT 10300 T H E AVENUE * CUPERTINO, CA 95014 -3255 TELEPHONE: E: 08 777-3223 * Xi (408) 777-3366 -3366 Sharp Business Systems of Northern California 470 Boulder Court #100 Pleasanton, CA 94566 E: Contra Costa County copier M P program This letter is to signif� our intent to enter into a lease and maintenance agreement with Sharp Business Systems SBS of Northern Califomia for now co i r 1 FP devices and t lat d services and support. In accordance with the public agency clause in the Contra Costa County master agreement; all public agencies ill the State of California who desire to participate in the agreement are hereby given pennission by Contra Costa County and Sharp Business Systems. Invoicing shall be provided in a fashion mutually agreed upon by SBS and the participating public agency. CCC assumes no liability of payment guarantee for any equipment, software or services to the participating agencies. All outside agencies Faust sign a Master Lease or value Lease Agreement along with an approved Purchase Order if applicable by participating public agency). Equipment Leased ..._.._� 1 - Sharp MX 1100 high volume MFP 1 - Sharp MX 111 color MFP This document meat servos as an addendum to the new master agreement contract -being signed by The City of CWertino for the lease of copier MFP devices and related services. <::_� 1,14M I -I- x Grace Schmidt City of Cupertino fAuthorized Signer Sharp Business Sys ems 4 SHARP BUSINESS SYSTEMS CUSTOMER CARE MAINTENANCE AGREEMENT Version Date: November 30, 2011 e'+ L- W k AV A 4 f1 YS . .e l l 1 ! v ,I Page I of 2 MAINTENANCE AGREEMENT TERMS AND CONDITIONS I GENERAL SCOPE OF COVERAGE This Agreemenl covers bath the labor and the material for adju5trnenls, ref and re piacerrronu of parts ('t~rlainilenance`) as required by normal use of the equipment idenUked on the front paps this Agreerrrent (-'Equipn-enV). Maintenance does not cover charges for inslallation, relocating or de- installation of Equipment $&vice necessary to repair damage to the Equiprnonl caused by misuse, abuse, negligence, atwchn of unarithorized components, accrosoiies nr parts, use of substandard facsirnla (thermal) paper or sub5landard supplies, other causes beyond the control of 8133 or such causes which would void the Equipmerits' warrzni are n covered by this Agreement_ Any such repairs identified in tha proceeding sentence shall bo separately billed to cuslorrmer and may lead 10 the lerminallon of 1h 1s Agrenrnart 1n addition, 8133 may terminats thfa Agreement if the equipment is modified, damaged, aite red or serviced by personnel other than the 888 Authorized Personnel, or if psrb, acce5sorie5 or comporient3 not nrie- l ng machine specifications are Med to the E=quipment. McIntrnarice st not wvgr changes for repairs needed as a result of Cu3tomar or third party mod ificafio ns to software or hardware- 2 MAINTENANCE VISITS Veinter anco - ,hefts wit1 be mad during standard rvaekday bminem hours at lha addre: a"n on the first page of this Agreement. Mambrtanre visits requ ailed for halidays, weekends or after slaridard business hours May ra�utt in additional charges fpr travel and labor pursuant to 683's standard overtime li-03 in c,ffect at the bare Mainlenance A9 t. 6138 will not wnnect_ disconnect, repair or olhorwsso sarvica ikon -Sharp a ppr i, ved atlachmentS, comporYonta or ar:ces3ories. Oustomer is resp risible for disconrlecong and reccnnoIng Sharp approved a0ach meats, components or accessories Me intonance performed during a Msintenonce vigil includes lubrivabon and cleaning of ate Egviprnant and the adjusfrnanl� repair or ieplacerttani of parts described below 3 REPAIR AN REPLACEMENT OF PAR T8 Except Pho= nductor5 (1.e- mpy drums), all parts ne s6nry to th operation of the Equipmeni requidng replacement due to normal wear and tear, subject to the general Scope of coverage - will be furnished free of charge during a service call. 'Co-v-erage for Prtcl=nduCUB may also be obtain for an addidonal fee rf selected on tree hi st page of ibis Agreement 4 MAJOR REPAIRS AND UPGRADES Major raps €rs resulting from misuses of the product_ overall failure of the 1=quiprneril resulting fr,�rn the normal end of life cycle of the Egtji.oinent and other repairs requiring more than customary repair and pars replacements ('Overhaul`; shall not be considered covered Maintenance- Should, in th opinion r>f 588, air Overhaul bo neco5aary kit the Equipment to be in working condition- 30S Mil submit to the Customer an astin-rata of needed repairs and their addtonal cost. If Ilia Customer does not authorize such Overhr 8139 may. at its oplian- digooD roue M airite Dance of the Equipment under this AgreemeI Thereafter. 888 may m service available on a "Per Call' basis based upon 3B8's standard rates in effect al the time of soNce- 5. USE OF 9 B 3UPpt*IFS Customer Is ml obtigatod to use 588 approved Supplies under this Agreement V. haviever, Ule Cu�wmpr u3ag other thari SBS approved supplies (other than paper) and such supplies reauft, in 8I3 reasonable judgmenl, add Etional Maintenance, then 888 may, at its option, assess a suEcharge or terrniriate this Agreement. If SI38 terminates this Agreernant, 888 may rnaka service available on a `Per Cafr bmis based upon 868 -5 Standard rates in effect st the time of service. 6. SUPPLIES Supplies selected, if any, on the trait of this Agreement OuPPlies'), shall be included under this Agreerxlarit 899 will provide such selected Supplies t0 the Customer based upon normal yields, Supplies Providr are for use with M Equipme.-:it covered by this Agreement only and are not for resale or for use wAh other equipmr 9 the Customer s usage of (lo Supplies exceeds the normal yletds for the Equtpmant being sere €ced, 8B8 wilt invoi and the Oustomor agrees to Pay- tar in excess supplies at SBS -s current rataih p6oss then 0 effect. SIBS reaorves the right to cnargie for supplies and fralght NormaI vield is defined a5 the_ publishied hridustry standard Yield for the prod€ d model m red under this Agreemenl 7 ELECTRICAL REQUIRMENT6 In order to insure optimum performance of tree Equlprrienl� Customer must com w1th 64 Sharp required eleckicai spewificati n, including but not tirriited to use of designated circuit and outlets and required voltaoe requirements- Tttcse power standards are required by UL andlor Iocal safely regulations, 8 CHARG ES The initial charge fcr Mall ntlYnance under this Agreement is wort - refundable and shall be tho arnounf forth on the first page of this Agreernant Tho annual maintenance chafga with respect to any renewal lean will bo charge iii effaCt at tha time of terry ranewal- Customer shall be charged according to the payment cycle indicated i M Pont page of this Ag reement Cu811.0mer shall pay all ch erges within ten (18} days of tha date of lha S B 8 invoice Pasl due arnounts shalt accrue inter erst at a rate of 1 -5% per manlh. If any Equipmenl which is subject to this ,agreement, or ariY renewal hereof, is moved to a new 5133 service territory_ 5138 shall have the option of charging C jslomer an amount equal to the difference in the published territory ton a pro rata basis)- If suci'r equipment Is moved beyond arty 888 service let rWry, 388 resorves the right to cancel this Agreement, upon mitten notice to th Customat, or 883 may charpe (end Customer hareby agreas too pal') a fair and raesonable upcharge for continue service In so doing 83 moy [axe info accccint the distance to Customer'5 "w location and SBS published rates 1 563'3 'rime and rnaleriel5'- -Per Call` service 888 fr3sarves he fight to increase ancVor ooiemiso rnodify its servii rated and servica oo each ariniwer9afv date of this Agreernent- METER READING Cv5lv)m,?r is Gbtrgated to provide meter readingis) in a timely manner upon recluest If [tie Custorniar fails or refuses to provide the meter reading in a timaly manner, 888 may estirr~;ato the reeler based up- preyuous billing and service rnelet readings The estimated meter will then be applied in the same rilanner as if !h meter read been supplied by the Customer and the Customer agrees la pay any overage charges that may result I the eatiirnatad rnet, r reading 18 TER M Phil Agreement shall become OlectNe upon 388's receipl frem Customer of the in-Mal non - refundable mairitenence charge, as set forth on the first page of this Agreemertk or for such Customers that are to be billed in arrears, upon the date indicated in the `Start Dale' potion of the fir st page of this Apreernerit. The term of this Agreement Shall be as space ref# on tl're face page of this Agreement This Agreement shall aubnakzIly renew for addi anal one year periods unless other parse+ provides the clher sixty (Bi days written w5ca of termination prior to Via and of the inital term, or any renewal lean hereunder- In inia event that Customer reaches or exceeds the allowance, as specified On the 4r page, of this Agreement, prior to the expiration of t initial lerm, or any renewal lean under IN Agreement, Customer hereby agrees tp pay SIBS the 383 axcass meter rat: Theo In effect and same 5ha11 apply to all of Customers excess rneter amounts, through the end of the terry} of th o Agreement. For this Agreement (not CPC learns) either party shall have he right during any renewal term, or during a sewed or tf 1rd term of a mui11-ter rn agreement (if applicable) to terminate this A rtement upon sixty (68) days prior to written nalice to the other, i 1- EVEN' OF DEFAULT AND TERMiNAr10f1 Th6 Customer`5 failure to pay any amount dote Under th !3 Agreement, c breach of any other otatlgation herein shall conatitute an Errant of Uofault Upon an Event of default, 8BSMaYriin its dfscration lake any on a or more of the following anions: (t) cease performing all Maintenance or any other service undo this Agreement- . (ii) furnish Maintenance or service upon a prepaid, -Per Call' basis: an(Var (iii) terminate this Agreame Customer shag ba obligated to pay any amounts due and owing to 3BS within (14) days of tha expiration or termination this Agreworlt. Customer, upon payment of all such amounts due, shall thereafter have no furti-ier liability or obligatior 13S whatsoever for any further lees or expenses arising htiereurtdor- In the event S 13 terminataa thin Agreement becau of the breach of Customer, SBS shall be erttiifed to paymerxl for word in progress plus reimbursar lent for eul- of- pocket expenses 12. IN DIE MN€TY Customer ahia11 indarnniljt, save and hold 883, its affiliates- officers. directors, snareholders, employe€ agents and reptmontaGves and ils and their successors and assigns ('888 Parties') harmless from and against any liability, ia5s coil~ expense or damage whaWoaver caused by reason of any bread, of this Agreement by 0 mtomsr or I reason of any injury, whether to body, property or business or to any other person by reason of any act, neglect, ornissi or default by Customer- Customer shall defend: at its sole and absolute Lost, any adon to which th Is indemnity shall apply. h the even Cfrstorner fails to defend such action 863 may do so and recover from Customer in adOon, all cos and expenses, including attarneys' fees fn coonneclion therewith- 389 shall be entitled to recover frorn Customer all cot and expenses including without limRalliafu, attornaVs fees and disbursement, incurred by 363 In connecticfn Ath ackns la ken by 883 or its reprezentativea (0 to enforce anti provision of this Agreement.- (li) fo effect any Rayrnimts at collectio provided for herein; (iii) to insblute, Me'*iri, pr`eservo, errfarce and breclose on SBS 's security interest in or lien on the goads, wh3ether through judicial proceedings or otherwise, or (iv) io defend or prosecute any actiorfs or proceedings arising out of or relating to any 8138 transactions vAth Customer. The bregoing provisions of this paragraph I shall survive this termination or ex iraton of this Agreement to he o4ent permitted by Law- i 3- ENTIRE AG REEM ENT This mnstitutes the ont re Agreernant behveen the parties relating 10 the 9ubjcd matter Hera Any modifications to this Agreerneni Must be in writing and sigried by both parties. 14- SUCHSORS AND ASSIGNS; TERMINATION Neither party may assign lhio Agreement of any of is rights or obligations hereunder, without 1ha prior written approval of the other party, which v011 not be unreasonably withhiold. exce that either party may assign its ob €lgatiom avid rights lc a wholly owned subsidiary, parent cerpor Mon. or enk under th same ownemhip, operalion or cwtrol. 15, 8 EVERABILITY tf any prowsfon In irris Agreement is held Invalid or unonforceabhe by a heady of competent jurisdjol such provision wihl be construed_ limited or, ff necessary, severad to the extent necessary to alirnlnsta 2uch invalidity or vnignforceabiIity. The i'arties agrae to negotiate in good IaAh a valid, enforceable Sub *ute provision that most nearly affects the Parses' original intent in entaring into this AgrGemerrt or to provide an equitable adjUS(MOnt in ttie everit 110 SL provision can be added. The other proviaiorr of this Agreement shell remain in full dice and effect_ 15- COUNTERPARTS AND FACSIMILE 6113NATURES Thls Apreement may be executed in sort #ral counterpart, eac of whi oil shat1 ba dearlrsed to be an original and all of Arch together shall canslituto orte Agreement binding on all Pardo hereto, no(w thatanding, That all the parbe$ have trot signed the same wurrterpart A faxed signature of this Agreement bearing authorized signalures may be treated as an original. 17- WArVER OF JURY TRIAL ALL PARTIES HERETO IRREVOCABLY WAIVE THE RIGHT TO Tf3hAL BY JURY. 18 JURISDICTION All parties hereby consent to the exclusive jurisdiction of ttte Federal Courts located Santa Clara County, CaIIforn is and the State 0 ouris located In Santa Clara County, 0allforr ky proceeding arising out of or relntirig to this Aprearnent- t9. LIMITATION OF LMILITY To the extent permitted by Latiw, in n0 event shat) 3138 be 1iahle to i :ustomor for any special, incidental, mirsequenUal, or indirect damages. loss of business profits, buSinem interruption, Ions of business information arisirkg out of the inability to use the Equipmem. The Customer acknchv'ledges that the Maintenance provide by 868 is for the nechtianical rnaintenance of the Equipment only, and That Ihis Agreement dohs not cover any soNare networking cx any other connectivity or functionality- maintenance. services or nu Port . 28. FORCE IAX)EURE S 13 shalt not be liable to Custoror for any failure or delay esusad by events beyond 88S', control, including, without lim tben, Customer's failure to furnish necessary information; sabolage-1 failure or delays rn transportation or communlcalion, boycoha, embargoes: failures or substitutions of equipment: labor disputes-. scoldent5 shortages of labor, fuel, raw matii rials, machinery, or gquiprnent: technical failures; fire: storm; fib; earlhquake; exg[osron: acts of the public enemy; wer; insurrect on: riot; public; disorder; epidemic: quarantina restrickns. acts of Go acts of any government or any quasi - governmental authority. h9trum afltaRy or agency- i- NO WARRANTY 888 019Ct.AIMS ALL WARPANTIES, EYPESS OR IMPLIED, INGLUCING ANY IlvtPLIEO WARRANTIES OF MERCHANTABILITY, TECH N[CAL COMPATABILITY, F [TN ESS FOR USE, Oi; FITNESS FOR A PARTICULAR PURPOSE. 22- INSURANCE If the Customer is leasing the eguiptnenl, the Customer shall obtain a10 rnairrlairt, al its own "Pense- insfirence relating to realms for injury aria +or property damage (includarrg cornmercieI general fiabllity inaurance) based its use of lhre equipment, goody and machinery ) Page 2 of dr' ;=D H Ak F;Z- R. SHARP BUSINESS SYSTEMS LEASE RETURN LETTERWfth EquipmentReturn Version Date; March 21, 201 LEASE RETURN LETTER ADDENDUM Version Date: March 21, 2012 SHARP B.LISINESS SYSTEMS a This will confirm the agreement between Sharp Business Systems ("SB " ) and City of Cupertino ( "Customer" or "You ") that SBS w111 provide Customer w1th gpayment in the amount of $4,122.83 for Customer lease No, 004- 22777259 -000 (ul-ease"), between Customer and Bank of America (Teasing Company") of the equipment set forth below ("Equipment"). However, It is agreed and ulnder toed that any and all past, current or future financial obligations or money owed on the EgWpm rit will remain the obligation of Customer, inciudIng any and all fees, takes, charges and expenses not otherwise negotiated between the parkies. As an -' accommodation to the Customer, S BS will return the listed Equlprnent to the Leasing Company. In order to do so, Customer must provide S BS with the "return �5authorizatlon" ( "R/A ") from the current Leasing Company, it Is the Customer's responsibility to request an RlA from the Leasing Company on a timely basis per the terms and conditions of the Lease. Upon SBS's receipt of the R /A, we will ship the Equipment, at our expense, to the location specified in the RIA. Customer s= acknowledges SBS reserves the right to use a thlyd party to administer the lease return process as well as ship the customer's Equipment. Customer _ acknowledges failure to do any of the before mentioned actions will result in additional charges as set forth in the Lease that will be Customer's sole responsibility. By signing this document, Customer acknowledges that Customer remains liable for all of its obligations under the Lease and that SBS assumes no financial or ' legal liability for the Equipment. Custorner further agrees to indemnify SBS and hold 8BS harmless from ali lossr cost, damage or expense plus reasonable legal fees incurred by B in the event of any claim made against 8S by the Leasing Company or otherwise arising out of or relating to the Lease of the Equipment. =' . �r rY 4* i2 L� L f' 5 .EASE; 9: + � ] LEASING COMPANY .2,11-71 LEASE END- � Y Yf � CETICAPITJAI. Bank ef Amerion _ _ Ir �IA11r r5 �' k - Y'- :.[4+ 'i ". - T'.. -3.Y - - _ _ L''� F Y+a +S _ 'P R`�-4T .4Y -- �'. -� lr r �.5.,p {.,.. ifs' -' .{ _',�,. rt.E �c4'. 'Y r.� � Q �• I _ �� 'yam 1 �E+f�'F+i~ i - ii�•J -- I [L 9 ,?�' A F t �tr.'S -,"r LMT i% l�: °S *f' r ".`. 5`. tT� !!5 .... .' -�.. -. +.r_ 71�ii: rr`= �,,R_r+:-`t+ .[ K? I�'x - - .4'aTw'r. `rd5 J r. i.!W T `. 4. ..,�. -•' s_ r sal. ,... .}.}lt}YC rr• i. �- µ ' ?i' �'� :3. 'R- 1. . ?T*" -. 1�3•tl�.. _�S�i Ricoh M P 1190 L 670 00018 Ricoh AF 2600 K5961000345 R[coh Fiery Controllerlserver # 02 790001 :l dl ]1 i s i� 5 * 1 q , �r ! AUTHORIZED CUSTOMER SIGNATURE DATE #,, PRINTEDNAYE TITLE '} I k ARP 13USINESS SYSTEMS ORESENTATIVE DATE � rik - 2 'e -.i - - :r r_l�.J. ,y-� - '�: y'r' :. +,�. -:w.. r..r S� '�� '�s:r •r.� --'+r' f�. .3 'r3 r. - rii:e �1L- _. 7!�- t- 1S•'[r.3�.:;. r �i'f[ �I- r_� = r'C't.'a7•'.xY'.-c�f'. rt .,� � „fi�'r. r'v_,. a' � 5'- "I�, � r ` sl?' -: r--- �1T. .r., = r-5'7r '3' L yy Y :k. `7, 7 .�= �i4 E!L�'73 °'1,i%r.i =4'i :_4 _ T'r k. r -'9; ?I'� ..F }4 " ° -� 63�''. r.�• �i - � 5 . . `!'- � 'i'fi- Ls'�� I ai >.r,.- r � y -tirl' - 7�v .�. �k �$' �ll r.. ,:��.'''c ": �i'r�', �-I t '.�F', sJ�.�n _g.a. �!w. -�' ,. �' x� - .'� =�� r-_wl7{�� I vr� n- 'r_��.5 /.., t�.''�i ={� �r'r u3 ;ir ;y.;.r ..�c..�,t:r_4�j ..5. 1� }..�";i�C� �FzSC •[k'��.yly .rs'fr. .t'. - % _ .i'� i - - „� 1- .� -717 `i= a5 �.7•k 7 1 _ - :I'.•F'�. r �' 1, X7...1. `I' Tir - '}i Sr -I :- - 7,. -''i. � - 't �r s r ��5t .- „eh1: 11�� .5� 7�-•- ' -.• -� +ti:'= ri'.`” r� - J�. .i. -IF �:'. - ?.s'c - -.+'" I -- ti��::: s r.:�'.•• • ...r. 5' =;-'' .'S -i , t- - '.I. ! - - `�4:'- -:i '1''i ~'�: .! LEASE RETURN LETTER ADDENDUM Version Date: March 21, 2012 SHARP B.LISINESS SYSTEMS Page 1 Of '.l:i S :r'il. �(r -i ! J„ -I a, : ;':� -�v t;y .r w-rt a'' ^P.- ?' '.{. Y . :f r,L.. � {. v'rV -i'� .My ..4. �.i [ - .::L�i ] '�_~ �- •'ri:`� :5 ” ..•t. ��." '.. - - ii,• -�s.- k' -a. #^ r�i.` _ F }~S 'T ti +J'= �•ti,' "�.= Jr'.,t :l' �•'i = "b, f...... .�. .f'.!. rF �*' - - 5 •- �- _.w'�i �'2.. t.� - .�i - F x!- .71C. �4' �5i��ik'•'r�.� - 2.1 ' •5 . r rtw[�} y'r -]'�`a ':"c k5...L` S_ �#.- 7:'fz`v' h. 1T cC -[pjr� rSW�ryL- liLk':rt! �1' n �l�I4- 175.f�L ,. tL'.'rYf',�'„*.`- ,7F4 -a: 'i3r,:JwtS .I'.F• ] i4 �i �f Page 1 Of Page 2 of De Lags Landen 1111 Ofd Eagle School Road Wayne, PA 1087 l=ull Legal Name CITY Off' UPE TIN OSA game {lf any} Billing Address 10300 T RRE AVE Public Finance LL State and Local Government Loose- Purchase Agreement PHONE: (800) 736 -0220 FACSIMILE: (800) 700 -4043 Phune Dumber 408 - 777.3225 Purchase Order Requisition dumber Oily Sale Zip Send Invoice to Altenilon of: CUPERTINO CA 95014 S .. :qulprnent Make Model No. Serial Number Duscri Tian (Altach Separala SchedulLi If Necessar SHARP 1 100 Legal Name of Corpurallon CITY OF CUPERTINO COPIER WITH ATTACHMENTS SHARP 5111 CO PIEF WITH ATTAC HMEI T Equfpmenl Location (iI not same as akve) Clly Number el Lease Payments Lease Payments; 60 . See Lease Paymenl Schedule Altached as Alkhment 1 Full Lease Term (fry Months) Payment Frequency Legal Name of Corpurallon CITY OF CUPERTINO Vm0nHy O ❑ Quarterly El Semlannuafly El Annually ❑ Olhr - -. -.. -..... . End of Lease Option: $1 By �huckfng the box below. YOU hereby designale lhfs Lease as a Lqualified lax - exempt Dbligallon" as defined in Seclion 265(b)(3 )(B) of Me lnlurnaf Revenue Code and repiesenl That Me aggregate face amount of all lax- emempl obligations {excluding private aollvity bonds other than qualified 501 (c)(S) bonds) issued or to be Issued by YOU and YOUR subDrdinale onlilfes during the calendar year in wfrfch WE fund lhfs Lease Is not reasonably expecled to exceed 10,000,000, 4ank Qualificallon Elecled TERMS AND CONDITIONS Please read YOUR copy of this State and Local Government Lease - Purchase Agreement ("Lease ") carefully and feel free to ask US any questions YOU may have about It. Words "YOU" and "YOUR" refer to the "Lessee" and the wards "WE," US" and "OUR" refer to Ike Lage Landen Public Finance LLC, its successors and assigns, as the "Lessor' of the Equipment. 1. LEASE. WE agree to lease to YOU and YOU agree to lease from US, the equipment listed above (and on any attached schedule) including all replacernerrt parts, repairs, additions arid accessories ("Equipment") on the leans and conditions of this Lease and on any attached schedule. . TERM. This Lease Is effective on the date that it Is accepted and signed by US (the "Commencement Date") and continues thereafter for an original term {" Original Tema ") ending at the end of YOUA budg- et year in effect on the Carnmencement Date and may be continued by YOU for additional one -year ranewal terms ("Renewal Terms ") coincidlrig with YOUR budget year up to the total slumber of months Indleat- ed above as the Full Lease Term,, provided, however, that at the end of the Original Term and at the end of each Renewal Term until the Full Leash Term has been cornpleted, YOU shall be deemed to Dave contin- ued this Lease for the next Renewal Term unle 00U shall have terminated this Lease pursuant to Section 5 or Section 17. Lease Payments Vill he due as set forth on Attachment 1 until the balance of the Lease Payments and any additional Lease Payments or expenses chargeable to YOU under this Lease are paid in full. As set forth In the Lease Payment Schedule, a portion of each Lease Payment Is paid as, and repre- sents payment of, interest. YOUR obligation to pay the Lease Payments and YOUR other Lease obligations are absolute and unconditional and are not subject to cancellation, reduction, setoff or counterclaim except as provided in Section 5. THIS LEASE IS NON - CANCELABLE EXCFPT AS PROVIDED IN SECTION! 5, 3. LATE CHARGES, If a Lease Payment Is not made ran the date when dues YOU Al pay US a fate charge at the rate of 18% per annum or the maximum amount permitted by law, Whichever is less, Irons such date. 4, CONTINUATION (IF LEASE TERM. YOU currently intend, subject to Section 5, to continue this Lease through the Full Lease Term and to pay the Lease Payments hereunder. YOU reasonably believe that lagafly available funds in an amount sufficient to make all Leash Payments during the Full Lease Term can be obtained. YOUR responsible financial officer shall do all things lawfully within his or her power to obtain and rnaintaln funds from which the Lease Payments may be made, including making provision for the Lease Payments to the extent necessary in each proposed annual budget submitted for approval Ira accor- dance with YOUR applicable procedures and to exhaust all available reviews and appeals If that portion of the budget is not approved. Notwithstanding the foregoing, the decision whether to budget or appropriate funds and to extend this Lease for any Renewal Team is solely within the discretion of YOUR governing body. 5. NO APPROPRIATION. YOU are obligated only to pay such Lease Payments under this Lease as may lawfully be made from funds budpeted and appropriated for that purpose during YOUR tl an current budget year. If YOU fail to appropriate or otherwise make available funds to pay tha Lease Payments required to be paid in the next occurring Renewal Terra, this Lease shall be deerral:d terminated at the end of the than current Original Terra or Renewal Term. YOU agree to deliver written notice to US of such termination at least 90 days prior to the end of the then current Original Terra or Renewal Terra, but failure to g1ve such notice shall not extend the term of this Lease beyond the then current Original Term or Renewal Terra. If this Lease is terminated in accordance with this Section, YOU agree, at YOUR cost and expense, to peaceably deliver the Equipment to US at the location or locations specified by US. 6. WARRANTIES. . WE are Icasing the Equipment to YOU "AS-IS" and WE MAKE E NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PAR- TICULAR PURPOSE, WE transfer to YOU, without recourse, for the term of this Lease all warranties, If any, made by the manufacturer. YOU ALSO ACKNOWLEDGE THAT NO ONE IS AUTHORIZED TO WAIVE OR CHANGE ANY TERM, PROVI [ON OR CONDITION OF THIS LEASE AND, EXCEPT FOR THE MANUFACTURER WARRANTIES, MAKE ANY REPRESENTATION OR WARRANTY ABOUT THIS LEASE OR THE EQUi P- M ENT WE SHALL. NOT BE LIABLE FOR SPECIAL, RESULTING OR CON EQUENTIAL DAMAGES OR LOSS OF PROFIT OCCASIONED BY ANY BREACH OF WARRANTY OIL REPRESENTATION OR RESULTING FROM THE USE OR PERFORMANCE OF THE EQUIPMENT FOUR OBLIGATION TO PAY IN FULL ANY AMOUNT DUE UNDER THE LEASE WILL NOT BE AFFECTED BY ANY DISPUTE, CLAIM, COUNTERCLAIM, DEFENSE OR OTHER BIGHT WHICH YOU MAY HAVE OR ASSERT AGAINST THE SUPPLIER OR THE EQUIPMENT MANUFACTURE=R. 7. DELIVERY AND ACCEPTANCE. YOU ARE RESPONSIBLE, AT YOUR OWN COST, TO ARRANGE FOR THE DELIVERY AND INSTALLATION OF THE EQUIPMENT (UNLE=SS THOSE COSTS ARE INCLUD- ED IN THE COSTS OF THE EQUIPMENT TO LID). IF REQUESTE=D, YOU WILL SIGN A SEPARATE EQUIPMENT DELIVERY AND ACCEPTANCE CERTIFICATE. WE MAY AT OUR DISCRETION CONFIRM BY TELE- PHONE THAT YOU HAVE ACCEPTED THE EQUIPMENT AND THAT TELEPHONES VERIFICATION OF YOUR ACCEPTANCE OF THE EQUIPMENT SHALL HAVE THE SAME EFFECT AS A SIGNED DELIVERY AND ACCEPTANCE CERTIFICATE, (Terms and Conditions contErtrred on the reverse side of thIs Lease.) .r � Lessor SIgnalure Dale Prink Name Tile di For DE LADE LANDEN PUBLIC FINANCE LL Lease Number PUB1 1040 Lease Dale APRIL , 201 Vendor I.D. dumber 10244 YOU agree io all of the Terms and Oondflions contained in bolh sides oI Phis Lease, and in any aRachmenls to same lall of which are iociuded by reference) and beoome pail of this Lose. YOU acknowledge to have read and agreed to all he Tarm3 and Conditions. You agree that this is a near cancelable tease. The EquEpment Is: a NEW © USED Si�nakure � � dale Title Print flame Legal Name of Corpurallon CITY OF CUPERTINO --__ -- (LEASE BUST BE SIGNED BY AUTHORIZED OFFICIAL OF LESSEE) .r � Lessor SIgnalure Dale Prink Name Tile di For DE LADE LANDEN PUBLIC FINANCE LL Lease Number PUB1 1040 Lease Dale APRIL , 201 Vendor I.D. dumber 10244 8. TITLE, PERSONAL PROPERTY, LOCATION, INSPEDTION, NO MODIFICATIONS OR ALTER - ATlUNS. YOU have title to the Equipment; provided that title to the Equipment will Immediately and without any action by YOU vest In US, and YOU shall immediately surrender possession of the Eq ui pmartt to US, (a) upon any terrninatlon of this tease other than termination pursuant to Section 17 or (b) if YOU are In default of this Lease. It is the Intent of the parties hereto that any transfer of title to US pursuant to this Sec tion shall occur automatically without the necessity of any hill of sale, certificate of title or other Instrument of conveyance. YOU shall, nevertheless, execute and deliver any such Instruments as WE may request to evidence such transfer. As security for YOUR obliga- tions hereunder, WE retain a security interest In the Equipment and all proceeds thereof. YOU have the right to use the Equipment during the term of this Lease, except as otherwise expressly set forth in this Lease. Although the Equipment may become attached to real estate, it remains personal property. YOU agree not to alter or modify the Equipment or permit alien to be placed upon the Equipment or to remove the Equipment wlthaut OUR prior written consent. If WE feel it is neces- sary, YOU agree to provide US with waivers of interest or liens fronn anyone claiming any Interest in the real estate on which any items of Equipment is located. WE also have the right, at reason- able times, tc inspect the Equipment. 9. MAINTENANCE. YOU are required, at YOUR own cast and expense, to keep the Equlprnent in goad repair, condit €on and working order, except for ordinary wear and tear, and YOU will supply, all parts and servIcln0 required. All replacement parts used or installed and repairs made to the Equipment will became OUR property. YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR PROVIDING ANY REQUIRED I AINTENANCE AND /OR SERVICE FOR THE EQUIPMENT YOU WILL MAKE ALL CLAIMS FOR SER- VICE AND /OR MAINTENANCE SOLELY TO THE SUPPLIER AND /OR MANUFACTURER AND SUCH CLAIMS WILL NOT AFFECT YOUR OBLIGATION TO MAKE ALL REQUIRED LEASE PAYMENTS. 10. ASSIGNMENT. YOU AGREE NOT TO TRANSFER, SELL, SUBLEASE, ASSIGN, PLEDGE OR ENCUMBER EITHER THE EQUIPMENT OR ANY RiGHTS UNDER THIS LEASE WITHOUT OUR PRIOR WRITTEN CONSENT, YOU agree that WE may sell, assign or transfer this Lease and, if WE do, tho new owner will have the same rights and benefits that WE now have and will not have to perform any of OUR obligations and the rights of the low owner will not be subject to any claims" counterclaims, defenses or set -offs that YOU may have against US. YOU hereby appoint Municipal Registrar Services (the " Roo istrari ") as YOUR agent for the purpose of maintaining a written record of each assignment in form necessary to comply with Section 149(x) of the internal Revenue Code of 1986, as amended, No such assignment shall be binding on YOU until the Registrar has received written notice from the assignor of the name and address of the assignee. 11, Lass OR DAMAGE. YOU are responsible for the risk of loss or destruction of, or damage to the Equipment. No such loss or damage rolioves YOU from any obllgation under this Lease, if any of the Equipment is darnaged by fire or other casualty or title to, or the temporary use of, any of the Equipment is taken under the exercise of the power of em€nent domain, the net proceeds ( "Net Proceeds ") of any 1nsu ran ca claim or condemnation award will be a,ppiled to tha prompt replacement, repair, restoration, modification or improvement of that Equipment, unless YOU have exercised YOUR option to purchase the Equipment pursuant to Sect €on 17. Any balance of the Not Proceeds remain- ing after such work has been completed shall be paid to YOU, 12. INDEMNITY, WE are not responsible for any losses or injuries caused by the manufacture, acquisition, dellver , Installation, ownership, use, lease, possession, maintenance, operation or rejec- tion of the Equipment or defects in the Equipment. To the extent permitted by law, YOU agree to reim- bu rse U S for and to defend U S against any claim for lasses or injurles relating to the Equipment. This indemnity, will contlnue even after the termination of this Lease. 13. TAXES. YOU agree to pay all applicable license and registration fees, sale and use taxes, per - onal property taxes and all other taxes and charges, relating to the ownership, teasing, rental, sale, purchase, possess Ion or use of the Equipment (except those based on OUR net income). YOU agree that if VVE pay any tabs or charges, YOU will relrnburse US for all such payments and will pay U interest and a late charge (as calculated in Section 3) on such payments with the next Lease Payment, plus a fee for OUR collecting and administering any taxes, assessments or fees and remitting them to the appropriate authorities. 14. INSURANCE. During the term of this lease, YOU will beep the Equipment Insured against all risks of loss or darnage to an amount not less than the replacement cost of the Equipment, without deductible and without co- insurance. YOU will also obtain and maintain for the term of this Lease, comprehensive public 1€abrilty insurance covedrig both personal injury and property damage of at bast $100,000 per person and $300,000 per occurrence or bodily injury and $50,000 for property damage. WE will be the sole named lass payee on the property Insurance and named as an addition- al insured on the publ €c liability Insuranca. YOU will pay all premiums for such insurance and must deliver proof of insurance coverage satisfactory to US. if YOU do not provide such insurance, YOU agree that WE have the fight, but not the obligation, to obtain such insurance and add an Insurance fee to the arnount due from you, on which we make a profit. 15. DEFAULT. Subject to Section 5, YOU are in default of thls Lease if any of the following occurs: (a) YOU fail to pay.any Lease Payment or other sum when due, (b) YOU breach any warran- t f or other obllgation under this Lease, or any other agreement with US, (c) YOU becorne Insolvent or unable to pay YOUR debts when due, YOU make an assignment for the benefit of creditors or YOU undergo a substantlal deterioration in YOUR financial conditlort, or (d) YOU file or have filed against YOU a petition for liquidation, reorganization, adjustment of debt or similar rellef under the f=ederal Bankruptcy Code or any other present or future federal or state bankruptcy or insolvency law, or a trustee, receiver or liquidator is appointed for YOU or a substantial part of YOUR assets. 16. REMEDIES. WE have the following remedies If YOU are in default of this lease: WE may declare the entire baiance of the unpaid Lease Payments for the then current Original Term or Renewal Term irnrnediately due and payable, sus for and receive all Lease Payments and any other payments then accrued or acoelarated under this tease; charge YOU interest on all monies due US at the rate of eighteen percent (M) per year from the date of default until paid, but In no event more than the maximum rate permitted by law; charge YOU a return -check or ,ton - sufficient funds charge ("NSF Charger') of $28.00 for a check that is returned for any reason, and require that YOU return the Equipment to US and, If YOU fail to return the Equipment, enter upon the premises peaceably with or without legal process where the Equipment is located and repossess the Equipment. Such return or repossession of the Equipment will not constitute a termination of this Lease unless WE expressly notify YOU In writing. If the Equipment is returned or repossessed by US and unless WE have termi- nated this Lease, WE will sell or re -rent the EquIpment to any persons with any terms WE determine, at one or more public or private sales, with or without notice to YOU, and apply the net proceeds after deducting the casts and expenses of such sale or re-rent, to YOUR obligations with YOU remalning liabla for any deficiency and with any excess over the amounts described in this Section plus the then applicable Purchase Price to be paid to YOU. YOU are also required to pay (1) all expenses incurred by US In connection with the enforcement of any remedies, including all expenses of repossessing, storing, shipping, repairing and selling the Equipment, and (11) reasonable attomeys" fees. 17. PURCHASE OPTION. Providad YOU are not in default, YOU shall have the option to purchase aIi but not less than all of the Equipment (a) on the date the last lease Payment is due (assuming this Lease is renewed at the end of the Original Terra and each Renewal Term), if this Lease is still In effect on that day, upon payment in full of Lease Payments and all other amounts then due and the payment of One Dollar to US; (b) nn the last day of the Orlglnal Terra or any Renewal Torm then in effect, upon at least 60 days' prior written notice to US and payment in full to US of the Lease Payments and all other amounts then due plus the then applicable Purchase Price set forth on the Lease Payment Schedula; or (c) if substantial damage to or destruction or condemnation of substantially all of the Equipment has occurred, on the day specified in YOUR written notice to US of YOUR exercise of the purchase option upon at least 60 days' prior notice to US and payment in full to US of the Lease Payments and all other amounts then due plus the then applicable Purchase Price set forth on the Lease Payment Schedule. 16. REPRESENTATIONS AND WARRANTIES. YOU warrant and represent as follows, (a) YOU are a public body corporate and politic duly organized and existing under the constitution and laws of YOUR State with full power and authority to entar into this Lease and the transactions contemplated hereby and to perform all of YOUR obligations hereunder; (b) YOU have duly authorized the axecu- tlun and delivery of this Lease by proper action by YOUR governing body at a meeting duly called, regularly converted and attended throughout by the requ €site majority of the members thereof or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Lease; (c) YOU have compiled with such pub- lic hidding requirements as may be applicable to this Lease and the acqulsition by YOU of the Equipment; (d) all authorizations, consents and approvals of governmental bodies or agencies required in connection with the exacutlon and delivery by YOU of this Lease or in connection with the carrying out by YOU of YOUR obligations hereunder have been obtained; {e} this Lease constitutes the legal, did and binding obligation of YOU enforceable in accordance with Its terms, except to the extent limited by applicable bankruptcy,, lnsolvenoy, reorganization or other laws affecting creditors' rilOhts generally; {f} YOU have, in accordance with the requirements of law, fully budgeted and appro- priated sufficient funds for the current budget year to mare the lease Payments scheduled to come due during the current budget year and to meet YOUR other obligations under this Lease for the cur- rent budget year, and those funds have not been expended for other purposes; (g) the Equipment Is essential to YOUR functions or to the services YOU provide to YOUR citizens, YOU have an Irnmedl- ate need for the Equipment and expect to make tmmediate use of the Equipment, YOUR need for the Equipment is not temporary and YOU do not expect the need for any item of the Equipment to dimin- ish in the foreseeable future, including the Fall Lease Term, and the equipment will be used by YOU only for the purpose of performing one or more of YOUR governmental c proprietary functions con- sistent with the permissible scope of YOUR authority and wIlI not be used In the trade or business of any outer entity or parson; and (h) YOU bavo ,fever failed to appropriate or other lse make available funds sufficient to pay rental or other payments coming due under any lease purchase, installment sale or other similar agreement. 19. i3CC PILINGS AND f=INANCiAL STATEMENTS. YOU authorize US to file a financing state- ment with respect to the Equipment. It WE feel it is necessary, YOU agree to submit financial state - mants (audited if available) on a quarterly basis. 20. UCC - ARTICLE 2A PROVISIONS. YOU agree that this Lease is a Finance Lease as that terra is defined In Article 2A of the Uniform Sommarcial Code ( "UCC "). YOU acknowledge that WE have given YOU the name of the Supplier of the Equipment, WE hereby notify YOU that YOU may have rights under the contract with the Supplier and YOU may contact the Supplier for a desert ption of any rights or wa rrandes that YOU may have under this supply contract. YOU also waive any and all rights and remedies granted YOU under Sections A -508 through 2A -522 of the UCC. 1. TAX EXEMPTION. YOU will comply with ali applicable provisions of the Internal Revenue Code of 1986, as amended, including without limitation Sections 103 and 148 thereof, and the appli- cable regulatlons thereunder to maintain the exclusion of the Interest portion of the Lease Payments from gross Income for purposes of federal Income taxation. 22: BAN QUALIFi CAT] ON. If YOU checked the "Bank Qualification Elected°' box o the front page oi this Lease YOU and all YOUR subordinate entities will not issue fn excess of $10,800,000 of qualified tax- exempt obligations ( including this Lease but excluding private activity bonds other than qualified 501 {c }(3) bonds) during the calendar year In which WE fund this Lease without first obtain, Ing an opinion of nationally recognized counsel in the area of tax - exempt municipal obligations acceptable to US that the designation of this tease as a 'qualified tax - exempt ohligation" will not be adversely aff ected. 3. CHOICE DE LAW; JURY TRIAL WAIVER. This Lease shall be governed and construed in accordance with the laws of the state where YOU are located. To the extent permitted by law, YOU agree to waive YOUR rights to a trial by jury. 24. ENTIRE AGREEMENT, S EVE RABI LITY; WAIVERS. This lease contains the entire agreement and understanding. No agreements or understandings are binding on the parties unless set forth In writing and signed by the parties, Any provision of this Lease which for any reason may be held unen- forceable In any jurisdiction shall, as to such jur sdlction, be ineffective without invaliding the remain- ing provisions of this Lease. THIS LEASE iS NOT INTENDED FOR TRANSACTIONS WITH AN EQUIP - 1ENT COST OF LESS THAN $1,000. 8, FACSIMILE DOGUMENTATIDN, YOU agree that a facsimile copy of this Lease with facsirni- lesignatures may be treated as an o rig] naf and will be admissIbIa as av1dence of this Lease. Page 2 or 2 @2011 AIG Righis Reserved, Prinied in the U.S.A. 07RFD0CG41v4 3111 ATTACHMENT 1 STATE AND LOCAL GOVERNMENT LEASE - PURCHASE AGREEMENT Lease Payment Schedule LESSOR: DE LAGE LANDEN PUBLIC FINANCE LLG LESSEE: CITY OF CUPERTINO .EASE NUMBER: PUB11040 LEASE COMMENCEMENT DATE: APRIL 25 20 1 Payment Number Payment Date Rental Payment Interest Portion Principal Portion Balance Purchase Price Loan 04125/2012 0.00 0.00 0.00+ 38,540.15 0.x00 1 05125/2012 741.51 186.28 555.23 r 37,984.92 39,124.47 2 0612512012 741.51 183.59 557.92 37,427.00 36,549.81 3 0712512042 741.51 18090 560.61 36,866.39 37,972.36 4 08/2512012 741.51 178.19 563.32 36,303.07 37,392.16 5 0912512012 741.51 175.46 566.05 35,737.02 36,809.13 6 1012512012 741.51 172.73 568.78 35,168.24 36,223.29 7 1112512012 741.51 169.98 571.53 34,596.71 35,634.61 8 1212512012 741.81 167.22 574.29 34,022.42 35,043.09 9 01/25/2013 741.51 164.44 577.07 33,445.35 34,448.71 10 0212512013 741.51 161.65 579.86 32,.865.49 33,851.45 11 0312512013 741.51 158.85 582.08 32,282.83 33,251.31 12 0412512013 741.51 158.03 585.48 31,697.35 32,648.27 13 05/2512013 741.51 153.20 588.31 31,109.04 32,042.31 14 06/2512013 741.51 150.36 591.15 30,517.89 31,433,43 15 07/25/2013 741.51 147.50 594.01 29,923.86 30,821.60 16 0812512013 741.81 144.63 596.88 29,327.00 30,206.84 17 0912512013 741.51 141.75 599.76 28,727.24 29,589.06 18 10125/2013 741.51 138.85 602.66 28,124.58 28,968.32 19 1112512013 741.51 135.94 605.57 27,51901 28,344.58 0 1212512013 741.51 133,01 608.50 26,910.51 27,717.83 21 01125i2014 741.51 130.07 611.44 26,299.07 27,088.04 2 02126!2014 744.51 127.41 614.40 25,684.67 26,455.24 23 03/2512014 741.51 124.14 617.37 25,067.30 25,819.32 24 0412512014 741.51 121.16 62035 24,446.95 25,180.36 25 0512512014 741.51 118.15 623.35 23,823.60 24,538.31 26 06125/2014 741.51 115.15 626.36 23,197.24 23,893.16 7 0712512014 741.51 112.12 629.39 22,567.85 23,244.89 28 0812512014 741.51 109.08 632.43 21,935.42 22,593.48 29 0912512014 741.51 106.02 635.49 21,299.93 21,938.93 0 10/2512014 741.51 102.95 638.56 20,661.37 24,281.21 31 1112512014 741.51 99.86. 641.65 20,019.72 20,620.31 32 1212512014 741.51 96.76 644.75 19,374.97 10,956.22 33 01125/2015 741.51 93.65 647.86 18,727.11 19,288.92 34 0212512016 741.51 90.51 651.00 18,076.11 18,618.39 5 0312512015 741.51 87.37 654.14 17,421.97 17,944.63 36 0412512015 741.51 84.21 657.30 16,764.67 17,267.61 LESSEE kgnature; Print Name: -- Page -1 2 02010 Al Rights Reserved. Purled in the U_S.A, g1PF000042A 10/10 en Cj C3 ATTACHMENT 1 STATE AND LOCAL GOVERNMENT LEASE - PURCHASE AGREEMENT Lease Payment Schedule LESSOR: DE LA GE LANDEN PUBLIC FINANCE LL LESSEE: CITY OF CUPERTINO LEASE NUMBFR, PUI311040 LEASE COMM EN GEM ENT DATE: APRIL 25 20 1 - Payment Number Payment Date Rental Payment Interest PMion Principal Portion Balance Purchase Price 37 0512512015 741.51 81.03 660.48 16,104.19 16,587.32 38 0612512015 741.51 77.84 663.67 15,440.52 15,903.74 39 0712512015 741.51 74.63 666.88 14,773.64 15,216.85 40 0812512015 741.51 71.41 670.10 14,103.54 14,526.65 41 09/2512015 741.51 68.17 673.34 13,430.20 13,833.11 42 10/25/2015 741.51 64.91 676.60 12,753.60 1 3,136.21 43 1112512015 741.51 51.64 679.87 120073.73 12,435.94 44 12125/2015 741.51 58.36 683.15 11, 390.58 11,732.30 45 0112512016 741.81 55.05 686.46 10,704.12 11,02524 46 0212512016 741.51 51.74 689.77 10,014.35 10,314.78 47 0312612016 741.51 48.40 693.11 9,821.24 9,600.88 48 04/2512016 741.51 45.05 696.46 8,624.78 8,883.52 49 0512512016 741.51 41.69 699.82 7,824.96 8,162.71 50 06125/2016 741.51 38.30 703.21 7,221.75 7,438.40 51 07125/2016 741.61 34.91 706.60 6,515.15 6,710.60 52 0812512016 741.51 31,49 710.02 5,805.13 5,979.28 53 4912512016 741.51 28.06 713.45 5,091.68 5,244.43 54 1012512016 741.51 24.61 716.90 4,374.78 4,506.02 5 1112512016 741.51 21.14 720.37 3,654.41 3,764.04 56 1212512016 741.51 17.66 723.85 2,930.56 3,018.48 57 01/2512017 741.51 14.16 727.35 2,203.21 2,269.31 58 - 02/2512017 741.51 10.65 730.86 1,472.35 1,516.52 59 0312512017 741.51 7.12 734.39 737.96 760.10 60 0412512017 741.51 3.55 737.96 0.00 0.00 Grand Totals 44,490.60 5,950.45 38,540.15 LESSEE Signatur . -- 1t &t Print Marne: -- - Page of 2 02010 All Rights Resery d. Printed in the U.S.A. 07 PFD 0N4 0 ig }10 BILLING INFORMATION PLEASE COMPLETE THIS FORM AND RETURN WITH DOCUMENTS EhlT in order for DE LA GE LANDBN PUBLI.0 FINANCE LL complete this farm and return it with the signed documents. Billing Name: Address: Billing _1_0_3 6Z D lx-rt- to properly bill and credit your account, it is necessary that you Attention: K1"rttu-v-,,_ 0-joXct"A', (Name Pf Individual who will process payments) q0j — —.�.7 Telephone Number: _....._...._ FEDERAL I[l #: 0200 I � ...... ......... Primary Contact Name: �IrYSf'_� K.� G,� Primary Contact Number: L10f' -T7 1 ' 3;Z Zr INSURANCE INFORMATION Insurance gent. { Policy Number: 6 1 —1A Telephone Number,— Fax Number: '5-16 — 3 3 c . �� C'1411g� T is i rr amp ted _ (Name and TWO) CONTACT INFORMATION FOR 0038 FILINGS evo 7S H TITLE I orrt et Narr�e:. _. T Contact Address* .... ............ --- J ACC -WITH E-MAIL Te e h e Number: Contact � r� co @2011 All 8 Ighls Reserved, Frinied in [Ile U.S.A_ OFF DOCUM 1111 Be Lage Lander Public Finance LLC 1111 Old Eagle Schaal Road Wayne, PA 19087 Ladies and Gentlemen: Re: State and Local Government tease Purchase Agreement dated as of APRIL De Lage Landers Public Finance LLC, as Lessor, and CITY OF CUPERTINO ACCEPTANCE CERTIFICATE 0 1 , between , as Lessee. In accordance with the State and Local Government Lease Purchase Agreement (the "Agreement"), the undersigned Lessee hereby certifies and represents to, and agrees with Lessor as follows: 1. All of the Equipment (as such term is defined in the Agreement) has been delivered, installed and accepted on the date hereof. 2. Lessee has conducted such inspection and /or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. 3. Lessee is currently maintaining the insurance coverage required by Section 14 of the Agreement. 4. No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as defined in the Agreement) exists at the date hereof. (SEAL) 02009 All RjQh1s Reserved. PfinIed ire the U_ ,A, 07 PFD 00056V1 3109 LM U. CL it Lessee CITY OF CUPERTINO LU W L ignak[ra Date wx Prink Name Title 02009 All RjQh1s Reserved. PfinIed ire the U_ ,A, 07 PFD 00056V1 3109 LM U. CL it Do Lage Landon Public Finance LLC 1 1 1 1 Old EM87 School Road W7yna, PA iyull Legal Name CITY OF CUPEITII DBA Nwo (if any) t I11inq Addrns 10300 TIE AVE lqufpawn€ LocAon (fl nOl sarne aS ahavO)I Cily CUPEF TIN Serial Nualber I Doscriafian (Allach SeDarato Schedule Jf State and Local Government .ease- Purchase Agreement PHONE: (800) 736 -0220 FACSIMILE; (800) 700 -4643 Phone Number 408- 777 -3225 Purchase Order Requ[Wion Number Slate dip Sena Invoice €o Allcrilio{ of: CA 95014 1 SEE EQUIPMENT DESCRIPTION N ATTACHED AS ATTACHMENT Oily Numbmr ul Lease Pgmoals 00 Lome Payments; Sid Lmse Paymeal Schadule Atlarlhed as Al €achnrdnl t Bull Low Tvrir (In Months) Pgnrenl Frequa q ,y Vmonthly 0 Quarterly Q prnually flcf of Leasa oplicit7: 1 Siafe By checking the hox beim, YOU hereby designate €hIs Lease as a "qualified fax - exempt oblfga €fort' as defiRed fn Section 2 55(b)(3) (0) of the InImaI Revenue Dodo arrd represent Mal fhE MR0,g8 1e lace aMDUM of all lax - exempt obilgAons (excl4d`ng private aciivily bonds other bran quafllied 501 (c)() bonds) issued or €o be imed by YOU and YOUR subordinala entities during Elie calendar year rn which VAC fund Ih€s Lem is not reasonably upecfed to axcead $10,00.000, 0 B,10 k Oi,alllicatloll Ciecled TERMS AND CONDITIONS How read YOUR copy of this State and local Government Lease- Purchase Agreelvent ( "Lease ") carefully and feel free to ask US any questions YOU m','Y h2ve abort it. Words "YOU" and "YOUR" refer to tW "Les -see" am the words MINE," US" and "OUID" refer to De L,age Landon Public Finance LLD, its successors and assigns, as the "Lessor" of the Equipment. 1. LEASE, WE agree -to lease to YOU and YOU agree to lease from US, the equlpmont fisted above (and on any attached schedule) including all replacement parts, repairs, arfditlorls and accessories (1clulpment ") an flee terms and condillons of this Lease and on any attached schedule, , TERM. This Lease is effective on the date that it is accepted and slgned by US (the "OOmirrcr�celnent fate' ") and continues thereafter for an original terra (" Original Term ") endilog at the end of YOUR budg- etfreer In offect on the Commencement Date and may be continuer) by YOU for additional om -year renewai terms ( "Renewal Terns ") coinciding with YOUR budget year up to the total numbor of months indicat- ed above as tha FLiIJ Lease Term; provided, however, that at the end of the Original Terra and at the and of each Renewal Terra ufltil the Full tease Term has been compJeted, YOU shall be deemed to have confln- ued this Lease for the next Renewal Term unless YOU shall have terminated this Lease pursuant to Section b or Seetion IT Lease Payments will be due as set forth on Attachment 1 until the balance of the Lease Paymorlts and any Additional Lease Payments or expenses chargeable to YOU under this Lease are paid In full. As set fortis In the Lease Payment Schedule, a portion of each Lease Payment Is paid as, and repre- gents payment of, I11terest. YOUR Dbligation to pay the Lease Payments and YOUR other Lm se obligations are absolute and uncanditional and are not subject to cancellation, reduction, setoff or counterclaim except m pro Jded In Sactlon 5. THIS LEASE IS NON - CANCELABLE EXCEPT AS PROVIDED IN SECTION & S. LATE 0AR ES. It a Luse Payment Is not made oil the date when due, YOU will pair US a fate charge at the rate at 18% per annum or the maximum amount permitted by law, whichever is less, from such date, 4. CONTINUATION OF LEASE TERM. YOU currently Into nd, subject to Soction 5, to continue this Lease through the Full Lease Term and to pay the Lease Payments hereunder. YOU reasonably believe that teoally available funds In an amount sufficlont to make all Lease Payments during the Full Lease Term cao be obtalnnd, YOUR responsible finandal officer shall do all things lawfully within his or her power to obtain and cnnIntain fu- ds from which the Lease Payments roar be made, Including nuking provision for the Lease Payments to the extent necessary In each proposed annual budget submitted for approval in accor- darim with YOUR applicable procedures and to exhaust all available revlews and appeals If that portion of the budget Is not approved. Notwithstanding the foregoing, the docision whether to budget or appropriate funds and to exlond tlils Leaso for any Renewal Tern Is solely within the discretlan of YOUR governhig body. 6. NONAPPROP IATIION. YOU are obligated only to Pay such Lease Payments under this Lase as may lawfully be nude from funds budgeted and appropriated for that purpose during YOUR then current budget year. If YOU fall to appropriate or other lse make available funds to pair tine Lease Payments required to be pall in the noxt occu rdng Renewal Tern, th is Lease small be deemed terminated at the end of the they current Original Torm or Renewal Term, YOU agree to deliver written notice to US of such termination at least OO days prior to the end of the then current Original Term at Renawal Term, but failure to give such no #lee Tall not extend the term of tlik lease beyond the then current OrIglnal Term or Renewal Torm. If this Lease Is terminated in accordance with this Section, YOU agree, at YOUR cost and expertise, to pe;>cobly deliver the Equipment to US at the locatlon or loca #Cons specified by US. 6, WARRANTIES. WE are leasing the Equipment to YOU "AS-15" and WE MAKE E NQ WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PAP - 11CULAR PURPOSE. WE trnnsfer to YOU, without recourse, for the term of this Lease all warranties, If any, made by the manufacturer. YOU ALSO ACKNOWLEDGE THAT NO ONE IS AUTHORIZED TO WAIVE OR CIIANGE ANY "LERM, PROVISION OR CONDITION OF THIS LEASE AND, EXCEPT FOR THE MANUFACTURER WARRANTIES, MAKE ANY REPRESENTATION OR WARRANTY ABOUT THIS LEASE OR THE EQL.lIP- MMT. WE 814ALL NOT BE LIABLE FOR SPECIAL, RESUL.TNO OR CON EQUENTIAL DAMAGES OR LOSS OF PROFIT OCCASIONED BY ANY BREACH OF WARRANTY OR REPRESENTATIGN OIL RESULTING FROM TIME US E OR PER!`Dn MANCE Or Ti-IE EQUIPJ ENT. YOUR OBLIGATION TO PAY IN FUL L ANY AMOUNT DUE UNDER THE LEASE WILL NOT BE AFFECTED BY ANY DISPUTE, CLAIM, COUNTERCLAIM, DEFENSE OR OTHER RIGHT WHICH YOU MAY HAVE OR AS8 ERT AGAINST THE SUPPLIER OR THE EQUIPi ENT MANUFACTURER, 7. DELiVEnY AND ACCEPTANCE. YOU ARE RESPDNSIBLE, AT YOUR OWN DOET, TO ARRANGE FOR THE DELIVERY AND INSTALLATION OF THE EQUIPMENT (UNLESS THOSE COSH'S ARE INCLUD- ED IN T11E CC I' Oi TI IE EOUJPM ENT TO US), IF RF'OUBTED, YOU WILL SIGN A SEPARATE EQUIPI ENT DELIVER' AND ACCEPTANCE CERTIFICATE. WE MAY AT DU DJSCRETION CON r- IRl~,+1 BY TELE- Pl'] ONE TI °IAT YOU HAVE ACCEPTED THE EQUIP lENT AND THAT THE PHONE VFRIFIC TIQN OF YOUR ACCEPTANCE OF TIDE EQUIPMENT SMALL HAVE THE SATE EFFECT AS A SIGNED DELIVERY AND ACCCPTANCE CERTIFICATE, (Terms and Condltlorls continued on the reverse side of this Lease.) YOIJ 10(00 10 dll of the tGwMq and CoisdJliorm c6rrfalned rn bolh sldG.5 of lhls Lase, "lfid in any aflachmenls to smile (al[ Lessor Sfg natrl re 0( w11IM era imlucl0d by rd�,rewP) o ld I�� al0 pact of Ibis Lease. YOU dcknowledp 10 (lave toad anti agreed 10 all the Torm and Condlli rfs. Prirrl Name Yall agroa that [Ills Is a non•caaealable lease, The Equlpmon[ ls, NEW 0 UVD i�rlRfu � Bala l.e��l Platl�e of (;orJrora€ion I.T.Y OF CUPERTINO (LE-ASF MUST BF ,SIGNED BY AUTHDRIZED OFFICIAL OF LESSEF) EMM Ti €le FO T DE LAGS LANDEN PUBLIC FINANCE LL Eerie PJumhGr -.... PUB 11382 Lem Me JULY 25 , 2012 Vendor I.o. Hurnwr K6 Dale 8. TITLE, PERSONAL PROPERTY, LOCATION, INSPECTION, NO MODIFICATIONS OR ALTFR- ATIONS, YOU have tJtle to the Equipment; provided that title to t he Equipment will irnmedlately and without any action by YOU vest In US, and YOU small Immedlately surrender possession of the Equ 1pment to US, (a) Upon any termination of this Lease other than termination pursuant to Section 17 or (b) ](YOU are In default of this Lease, It is the intent of the parties hereto that rqny transfer of I tle to US pursuant to th is Section shall occur automatically w1thout the necessity of any bill of sale, certificate of tltle or other Instrument of conveyance. YOU shall, nevertheless, execute and deliver any such instruments as WE may request to evidence such transfer. As security for YOUR abllga- 1lons hereunder, WE retain a security interest in the Equipment and all proceeds thereof. YOU have the right to use the EquIpment during the terra of this Lease, except as otherwise expressly set forth In this Lease, Although the Equipment. may become attached to real estate, It remains personal property, YOU agree not to alter or modify the Equipment or permit a lien to be placed upon the I- qulpmont or to mmove the Equipment without OUR prior wrIttan consent. If WE feel It is neces- saryl YOU agree to provide US with wafers of Intarest or liens from anyone clalminG any interest in the real estate an which any Items of Equipment is located. WE also have Cho right, at reason - able tunes, to Inspect the Equipment, 9. MAINTENANCE, YOU are required, at YOUR own cost and expense, to keep the Equipment In good repair, condition and warkIng order, except for ordlilary wear and tear, and YOU will supply nII parts and servleing requiredr All replacement parts used or installed and repairs made to the Equipment will bct;q o OUR pmparly. YOU ACKNOWLEDGE THAT VVE ARE NOT RESPONSIBLE FOR PROVIDING ANY REQUIRED MAJN75NANOE AND /OR SERVICE FOR THE EQUII MENT. YOU WILL MAKE ALL CLAIMS FOR SER- VICE AND/OR MAINTENANCE SOLELY TO THE SUPPLIER ANWOR MANUFACTURER AND SUCH CLAIMS WILL NOT ArFJ CT YOUk OBLIGATION TO MAKE ALL REQUIRED LEASE PAYMENTS. 10. AS SIG NIVIST, YOU AGREE NOT TO T'RANSFE"R, SELL„ SUBLEASE, ASSIGN, PL15DOE4 OR OUf 8EN WHER THE E CIU IPMENT t}R ANY RIGHTS UNDER THIS LEASE WITHOUT OUR PRIOR WRITTEN CONSENT, YOU agree that WE may call, assign or transfer this Lease and, If WE do, the now owner wlJ1 have the same rights and barrofits that WE now have and gill not have to perform any of OUR obligatlons and the rights of the now owner will not be subject to any claims, countemialms, defenses or set -ofi~a that YOU may have against US. YOU hereby appoint Municipal Registrar Services (the "egistrar") as YOUR agent for tho purpose of mairrtainlou a written record of each assignolent Inform necessary to comply with Soctlorr 140(a) of the Internal Revenue Code of 1986, as amended. No such Issignment. shall be binding on YOU until the Registrar has recel!ved written notice from the an Iona r of the name and address of the assignee. 11. LOSS OR DAMAGE. YOU are responsible for the risk of lass or destruction of, or darnaga to 1110 EtlrrlpMortt, NO sUch loss or damage relieves YOU fron) any obllgatlon under this Lease. If any of the Equipment Is darnaged by fire or other casualty or tJtle to, or the temporary use of, any of the Equlpment to taken under the exercise of the power of eminent doinaln, the net proceeds ( "Net Proceeds ") of any Insurance claim} or condernnation award will be applied to the prompt replacement, repair, restoratlon, modifEcatlen or lnipra emant of that Equipment, unless YOU have exercised YOUR option to purrcltase the Equipment-pursuant to Section 17, Any balance of the Net Proceeds rernain- Ing after such work has been completed shall be paid to YOU. 12, 1NDEMNITY. WE are Trot responsible far any lasses or In) udes cau so d by the manurfocture, acquIciflon, delivery, Installation, ownershlp, use, leaser possess €on, maintenance, operation or rejec- Von. of the E gtilpment or defects In the EquipmenL To the extent permitted by ia+ , YOU agree to ralm- burse IBS for and to defend US agalnst any chin for losses or Injuries relating to the Etlulpment. This Ind amnIty +gill continue even aftorthe tormInatlon of this Lease. 13, TAXES. YOU agree to pay all applicable I [eon sa and registration fees, safe and us taxes, per - sonal property taxes and all other taxes and charrgos, relating to the ownership, leasing, rental, safe, purchase, possession or use of the Egtj11)ment (except those based on OUR nat Income). YOU agree tlret If WE pray any taxes or charges, YOU will rail- nburso US for all such payments and 111 pay U Intarost and s late diarge (as calculated in Scctlon 3) on such payments with the next Leas e Payment, iglus a fee for OUR collecting and admInIstedng any taxes, assessments or fees and remitting thain to ilia approprl to authorltlgs. 14, IN SURANCE. During tho terra of this leaser YOU wIll keep the Equipment Insured against all risky of loss ordomage In an amount not less than the roplacernont cost of the Equipmontr w1thourt deductible njid witl100 co-insurance. YOU will also obtain and Maintain for the term of this Leaso, comprahaoslvo public 11`011IJty Insurance covering both personal injury and properly damage of at Inst $100,000 per parson and $300,000 per occurrence or bodily Injury and $50,000 for property darnaga. WIa wIII be the solo namoo loss pa yea on tho property insurance and narned as an addition- al Insured on the public Ilablllty insurance, YOU will pay all promiurns for such insurance and must dallver proof of Insurance coverage �Wlsfactory to US. It YOU do not provide such insurance, YOU agree that WE have the right, but not the obligation, to obtain such Insurance and add an Insurance fee to the amount due from yoo, on wh1ch use Cake a pro fIt. 15. 0VAULT. Subject to Sectlon S, YOU are in default of thJs Lease if any of the following scours; (�) YCU fall to pay arty Lease Payrnent or other sure when duce; (b) YO U breach any warran- ty or other obIlgation under this Lease, or any other agracirent with LAS, (c) YOU become insolvent or unable to pay YOUR debts when due, YOU make an assignment for the benefit of creditors or YOU undergo a sub0antial deterloratloo in YOUR financial condltlon, or (d) YOU Ella or have filed against YOU a pefitEon for IJquidatlon, reorganization, adjustment of debt or s1mllar relief under the federal Bankruptcy Sods or any other present or future federal or strto bankruptcy or Insolvency law, or a trustee, receiver or JIquldator is appolrrtod for YOU or a substantial part of YOUR assets. 16. REMEDIES. WE have the following rermedles If YOU are In default of this Lease: WE may declare the entire balance of the unpaid Lease Payments for the than current Original Term or Renewal Term immodlately due and payable; sue for and rccelve all Lease Payments and any other payments than accru od or accelerated under this Lease, charge YOU Jnterost on all monies due US at the rage of oighWn porcgnt (18 %) per year from the date of detauIt until paid, but In no event more than the maxlnru m rate perrnitlad by law, charge YOU a return - cheep or norl- sufficlent funds charge ("NSF Charge") ") of $25.00 for a chod( that is returned for any reason; and require that YOU return the Equipment to US and, if YOU fall to return the Equipment, enter upon the prenilses peaceably with or without 1egal process where the Equipment is Jocated and repossess the Equripment. Such return or ivpossossion of the L-qu 1pment will not conAuato a termInallon of this Lease Unless WE oxpressly notify YOU In writing. If the Equipment is returned or repossessed by US and unless WE have term! - nated this Lease, WE will sell or re-runt the Equipmont to any persons with any terms VVE determine, atone or more public or private sales, with or without notice to YOU, and apply the net proceeds after cleductIng the costs and expenses of such sale or regent, to YOUR ohllgatJons with YOU remaining liable for airy defEciancy and with any excess over the amount described iri this Section plus the then appllcabla Purchase Price to be pald to YOU. YOU aro also required to pay (1) ale expenses Incurred by US In connection with the enforcement of any rcmedles, including all expanses of repossessing, storing, shipping, repaErinO and selling the Equipment, and (11) reasonable attorneys" fees. 17. PURCHASE OPTION, Provided YOU are not In default, YOU shall have the option to purchase all but not loss than all of tho Equipment (a) on the data the last Lease Payment is duce (assuming this Lease is ranavved at the end of the OrEgJnal Tara and each Renewal Term), d this Laa,se is still In affect on that day, upon payment In full of Lease Payrnants and all other amounts thou dire and the payment of Die Oolla to US; (b) on the last clay of tho Original Terra or any Renewal Term them in effact, upon at least 60 days" prlor written notice to US and payment In full to US of the Lease Payrrlonts and 7lI other amounts then due plus the then applicable Purchase Price set forth on the Luse Payment chedurle; or (c) if substantial damage to or destruction or candemnatEon of substantially all of the Egoipnient has occurred, on the day specified in YOUR written notice to US of YOUR exercise of the purchase option upon at least CO days" prior notJce to US and payment in full to US of the Lease Payments and all other amounts then due plus the then applicable Purchase Price set forth on the Lease Pnyment Schedule. 18. REPRESENTATIONS AND WARRANTIES. YOU warrant and represent as follows, (a) YOU are a public body+ corporate and politic duly organized and existing under the constitution and laws of YOUR State with full power and authority to enter into this Lease and the transactlons contemplated hereby and to perform all of YOUR obllgatlons hereunder; (b) YOU have duly authorized the execu- tlon and delivery of this Lease by proper action by YOUR governing body at a meeting duly called, regu larly convened and attended throughout by the requisite majority of the members thereof or by other appropriate official approval, and a I I requirements have been rnet and procedLtres have occurred In order to ensure the vall ft and enforceability bf this Lease, {c} YOU have compiled with such pub- lic bidding requlrerne€1ts as may be applicable to this Lease and the acquIsltEon by YOU of the Equipment; (d) all authorizations, consents and approvals of governmental Bodies or agencies required in connection with tha execution and delivery by YOU of this Lease or in connectlon with the carrying out by YOU of YOUR obilgations hereunder have been obtained; (e) this Lease constitutes the legal, valid and b1ndIng cb11g at] on of YOU enforceable in accordance w1th Its terms, oxcept to the extent E I'm ited by applicable bankruptcy, Insolvency, reorganlzation or other laws affecting creditors° rights generally; (D YOU have, in accordance witii the requirements of law, fuIly burdgoted and appro- priated sufficient funds for the current budget year to crake the Lease Payments scheduled to came due during the current budget year and to meet YOUR other obligatlons under this tease for the cur- rent budget year, and those funds have not been expended for other purposes; (g) the Equipment is essential to YOUR furrotiorts or to the services YOU provide to YOUR citizens, YOU have an Immedi- ate need for the Equipment and expect to make Immediate use of the Equipment, YOUR need for the EquJprnent Is not temporary and YOU do not expect the need for any Item of the Equipment to d €rn [n- ish in the foresBeable future, including the Full Lease Term, rind the Equipment wIJI be used by YOU only for the purpose of performing one or more of YOUR governmental or proprietary fvactlons con- sistent with the perrnr ssldle scope of YOUR author €ty and will not be used in the trade or business of any other ent€ty or person; and (h) YOU have never fa €led to appropriate or otherwise twice available funds sufflclent to pay rental or other payments coming due under any lease purchase, installment safe or other simIIar ag roe ment. 19. UGC FILINGS AND FINANCIAL STATEMENTS. YOU authorize US to file a f €nancEng state- ment with respect to the Equipment, If WE feel it is Necessary, YOU agree to submit finandal state - mants (audited if ava €lable) on a quarterly basin 0. UC -ARTICLE 2A PROVISIONS. YOU agree thatthJs Lease Is Finance Lease as that term is defined in Article A of the Uniform Commercial Code( " "LICC'" YOU acknowledge that WE have given YOU the name of the Supplier of the Equipment. E hereby notify YOU that YOU may have rights under the contract with the Su pp €ler and YOU may contact the Supplier for a description of any rights or warranties that YOU may have tinder thls supply contract. YOU also %valve airy and all rights aad remedies granted YOU under Sections A -,SOS through A -522 of tho UM 21. TAX EXEMPTIDN. YOU will comply with all applicable provisions of the Internal Revenue' Code of 1080, as amended, Including without Iitllitation Sections 108 and 148 thereof, and the appli- cable regulatlons thereunder to maintain the exclusion of the interest portion of the Lease Payments frmn gross Income for purposes of federal income taxation. 22. BANAL QUALIFICATION. It YOU checked fhe "Bank Qualification Elected" box on the front page of this Lease YOU and all YOUR subordinate entities llJ not issue In excess of $10,000,000 of gwa1ified tax - exempt obIigatlans {including this Lease but excluding private activity bonds cthe r than qualified 501 (c)(3) bonds) during the calendar year in which WE fund this Lease Mhout first obtain- ing an opinian of nat€onally recognized counsel in the area of tax - exempt municipal obligations acceptable to U S that the designation of this Lease as a " q UalIfied tax - axe mpt obligation" will not be adversely affsoted, 23. CHOICE OF LAIN; JURY TRIAL WAIVER. This Lease shall be governed aiid construed In accordance wIth the laws of the state where YOU are located. To the extent permitted by Iaw, You agree to waive FOUR rights to a trial by jury. 24. ENTIRE AGREEMENT, SEVERA BI LITY; WAIVERS_ This Lease contains the entire agroement and undarstnnding. No agreernents or understandings are binding on the parties unless sot forth in writing and signed bythe parties. Any provision of this Lease which forany reason may be held unen- forceable In any jurisullction shall, as to suchJurrisdlctionr be ineffective wthout invalJding the romala- €ng provisions of this Lease, TEAS LEASE IS NOT INTENDED FOR TRANSACTIONS WIT14 AN EQUIP - MENT COST OF LESS THAN $1,000. 5. FACSIMILE D0GUMENTATION. YOU agree that a facsimI[a copy of th7 s Lease with f acs IrnI- le signatures may be treated as an orig €nal and will be admiss €ble as evidence of this Lease. 02011 All Might:; Resmod. NNW if[ 111P U_S.A. 07PFD00041 +14 3 {11 C) r U. ATTACHMENT 1 STATE AND LOCAL GOVERNMENT LEASE - PURCHASE AGREEMENT Lease Payment Schedule LESSOR. DE LAGE CAMDEN PUBLIC FINANCE LLC LESSEE: CITY OF CUPERTINO LEASE NU BEN; PUB 11382 LEASE COMMENCEMENT DATEr JULY 25 � U r Payment Number PdYMC111 data Ranial Paymernl lnleresl Portion prWrlpa! P000(i Bala"ce Purchase PlFice Loan 07125/2012 0.00 0,00 0.00 148,643.57 0.00 1 0812512012 2,76D.31 537.50 2,222.81 146,420.76 6 1 50,813.35 0912512012 2,760.31 529.46 2,230,85 144,189,91 145,515.61 3 1012512012 2,760.31 521,39 2,238.92 1410050.9 146,209,52 4 11/2512012 2,760.31 513.30 2,247.01 139,703.98 143,895,1 D 5 12125/2012 2,760.31 505.17 2,255.14 137,448.84 141 F572.31 6 4112512013 2,760.31 407.02 2,263.29 135,185.55 139,24 1. 12 7 02/2512013 20760.31 488.83 2,271.48 132,914 r07 136,901.49 0312512013 2,760.31 - 480.62 2,279.609 130,634.38 134,553.41 0 04125/2013 2,760.31 472.37 2,287.94 128,346.44 132,190.83 10 0512512013 2,780.31 464.10 2,296.21 126,00, 23 129,831.74 11 0612512013 2,760.31 455.80 2,304.51 123,745.72 127,456.09 12 07125f2013 2,780131 447.47 20312.84 1 21,432.85 128,075.87 13 0812512013 2,740.31 43910 2,321.21 110,111.67 122,685,02 14 09125/2013 2)7610.31 430.71 21320.60 116,782.07 120,286.53 15 1012512013 2,780.31 422.28 2,338,03 114,444.04 117,877.86 16 1112512013 20760.31 413.83 21346AB 112,097,56 115,46149 17 12/251201 2,700,31 405.35 2,354.00 109,742.60 113,034.88 18 0112512014 2,760.31 396.83 2,363.46 107,379.12 110,600.49 10 0212512014 21760.31 388.28 2,372.43 105,007.09 103,157.30 20 03/2512014 2,764.31 379.71 2,380.60 102,026,49 105,705128 V 04/25/2014 2,700.3`1 371..10 2,380.21 100,237.28 103,244.40 22 0512512014 2,760.31 362.45 2.W7,815 97,839.43 100,774.61 3 o6f2512014 2,760.31 353.79 2,408,52 95,432,91 98,295.40 24 07125!2014 2,760,31 345.00 2,4f 5,22 030017.69 95,808.22 25 08/2512014 2,760.31 336.35 2,423.96 90,593,73 93,311.54 6 0912512014 2,700.31 327.50 2,432.72 83,161.01 00,805.84 27 10/2512014 2,760.31 318.79 2,441.52 85,719.49 88,291,07 28 11125/2014 2,760.+31 309.98 2,450.35 83,269 -14 35,767.21 29 1212512014 2,760.31 301.10 2,459.21 800800.93 83,234.23 30 0112512015 2,760 31 292.21 20468.10 78,341.83 80,692.08 1 0212512015 2,760.31 283.23 2,477.03 75,864.80 78,140.74 32 0312512015 2,760.31 274.33 2,485.98 73,378.82 75,580.18 8 3 04 /2512015 2,760.31 205.34 2,494V 70,883.85 73,010.37 34 0512512015 2,760.31 256.32 2,503.99 68,379.86 70,431.26 35 06!2512015 2,760.31 247.26 2,513.05 65,866.01 67,842.81 36 0712512015 2,760.31 238.17 2,522.14 63,344k7 65,245.01 Sales tax of ! r 87 � . _. -- is Inc IWed in the 4inanced arnaunt A own above, Signature: . Print Name: g r) Dale: C) �' �f 02112 Ali AlgI A f d. Primed in ft U.S.A. 07PFDOCWN 5112 ATTACHMENT 1 STATE. AND LOCAL GOVERNMENT LEASE - PURCHASE AGREEMENT Lease Payment Schedule LESSOR: DE LADE LANDEN PURIC FINANCE LLC LESSEE- CITY OF CUPERTINO LEA ENUMBER: PUB 11382 LEASE CCM ME NCE LENT DATE. -- ,JULY 2 5 _ _ .! 8 1 Paymont Number Payfflent Dale Rental Payment laterest Porlion pfin pal POmon Balance Purchase Price 37 0812512015 2,760.31 229.05 2,531.26 60,813,41 62,537.81 8 09/2512015 2,766.31 219.90 20540.41 58, 273.00 80,021,19 39 10i2512M 2,760.31 210.72 2,549.59 551723.41 57,395.11 40 1112512015 2,760.31 201.50 2,558.81 53,164.60 54,759.54 41 JD 5l 015 2,760.31 192.24 2,568.07 500596.53 52,114.43 42 0112512016 2,760.31 182.96 2,57y7y'.35 48,019) 8 49,459,76 43 02125/20/6 2,760.31 �/yy 173.64 068+�6y.67 45,43 .51 46,795.40 44 03/2W01 6 2,760.31 164,28 � 2,586.03 42,836.48 44,121.57 45 0412512016 2,760.31 154,90 2,605M 40,231.67 41,438M 46 0512512016 2,760,31 145.48 2,614.83 37,616.24 38,744.73 47 0612512016 2,760.31 136.02 21624.29 34,891.95 3,9,041.7 1 48 0712512016 2j76D.31 126.53 2,833.78 32X8.17 33,326-92 48 08/2512016 2,780.31 117501 2,643,30 20,714.07 30,606.32 50 0912512018 21760.31 107.45 2,05ZB6 27,06201 27,573,87 51 1012512016 2,760.31 97.86 2,662.45 24,399.56 25,131.55 5 1112512016 2,760.31 88.23 2,672,08 21,727,48 22,3700 53 1212512016 2,760.31 78.57 2,081.74 1 9,045.74 19,617.11 54 01125/2017 2,760.31 68.87 2,691.44 10,354.30 16,844,93 55 02125/2017 2j760.31 59.14 2,701.17 13,053.13 14,002,72 65 03125/2017 2,780.31 49,37 � 101,'j9+}42.19 11, 70.46 57 0412512017 2,160.31 39.57 �j,71�0,94 2,720.74 8,221- 5 8,468.09 5j8 0512}�5y120'1%7 29.73 2,73(0}.58 5,49%0.87] 5,65'5.60 59 061251201 # �2J,7'6f0.31� 2,761.53 J 1 9.86 2,740.45 2,760,42 20832.9 60 0712512017 2,7'60.31 9.80 2,750.42 0.{_�0 0.00 Grand Totals 185,618.60 16,975.03 148,643,57 1(ml hums: �.� "C-, Im OL No 2 41 �. @20.12 All Atgbls Rmyj, PA1led in IN UZA- 07PFDO 420 WJ2 ATTACHMENT 2 STATE AND LOCAL GOVERNMENT LEASE - PURCHASE AGREEMENT' EQUIPMENT DESCRIPTION Quantity DesdPHOP urial No,JMudol o- 'I Sharp MX 100 Copier with Attachments 811erp MX51 I I Capler wilh Attachments SIM Sharp MX319 0 Copier with Attachments a1N;- Sharp MX753N Copierwith Atta hm-ent S /N. Sharp M 3110 Copier with Attachments S /N: Sharp M B201 D Desktop SIN: Sharp 1 X41 10 Copier with Attachments SIN: Sharp MX753N Copier with Attachments Sharp MXC 4 02 Copier wilt) Attach me ats IN: Sharp MX31 10 Copier wilh Attachment SIN: l.oca[iort —� 10300 Torre Aire P1annIngIBIdgIn Cupertbo CA 95014 10300 Torre Aire WFinance Cupertino CA 95014 10186 N Steling Rd Qulnlen Center Cupeillno CA # 5OU 211118 tevan Creek Blvd Sports Gentef Cupertlno CA 95014 21251 Stevens Creek Blvd Senior Canter uperflno CA 05014 10555 Mary Ave City Service Center CupedinG CA 95014 7 IL t- LE3 EE Signature: � Lk�f : C3 LL PrirlC LL J' g Of 02010 Al R €ghIs Ramr K PONed In Me fOPFDOCIG9419/1a City of Cupertino Schedule A list of locations and billing detail Billing Information City of Cupertino Tina Mao Attn: Accounts Parable Department (408) 777 -8281 10300 Torre Ave. Cupertino, CA 95014 Date Signed Signed De Lqe Landen DEPARTMENT SHARP MONTHLY $ 2,547.00 SHIP TO LOCATION plus sales tax MODEL LEASE PRICE rte. �r City Clerk r City Clerk's Office Sharp M 1100 billed under prior lease 10300 Torre Ave., Main f=loor Sharp MX 111 billed under parlor lease Cupertino, CA 95014 �ry •. �. : � w 'ta'Yk 'y�a.r � ... Y _ � '.�, _ s '.7i "' - .; �•r,E — - � , Planning/Building Planning/Building Dept Sharp MX1100 1,175.00 10300 Torre Ave., Basement Sharp MX51 11 incl. Cupertino, CA 95014 ,3 HR/Finance Sharp MX3110 122.00 10300 Terre Ave., First Floor (color) incl. Cupertino, CA 95014 .i .{a; ti: .Y�, .ii`•. _ Y,ii ,ice" _ .k -04 -. -- - f1 T } Quinlan Center Sharp MX753N $ 821.00 Quinlan Center Large Paper Capactty $ 15.00 Quinlan Center Sharp MX8110 color incl. 101851. Steling Fed Sharp M 6201 D desktop Incl. Cupertino, CA 95014 Sports Center Sharp M 4110 color incl. 21111 Stevens Creek Blvd. Cupertino, CA 95014 - Senior Center Sharp M731 292.00 21281 Stevens Creek Blvd. Sharp MX 402 color incl. Cupertino, CA 95014 rfp 'r `� - r. ..:� -- - o : -.�Y s " _ %� •T' 2'?.. P�{ r 1y5 - ss.,�"`- ..' --- -. sr #P��y i.''�,- .'-.4 City Service Center Sharp MX8110 122.00 10555 Mary Ave. (color) Cupertino, CA 95014 Date Signed Signed De Lqe Landen Total Monthly Sharp Leas $ 2,547.00 plus sales tax Customer Acceptance rte. �r City Clerk Date City of Cupertino Signed Lease Co. Acceptance Date Signed Signed De Lqe Landen City of Cupertino Schedule A list of locations and billing detail Planning /Building Dept 10300 Torre Ave., Basement Cupertino, CA 95014 HR /Finance 10300 Torre Ave., First Floor Cupertino} CA 95014 Quinlan Center Quinlan Center Quinlan Center 10185 N. Steling Rd Cupertino, CA 95014 Sharp 1X1100 Sharp MX51 11 Sharp MX31 10 (color) Sharp MX753N $ _. 821.00 Large Paper Capactiy $ 15.00 Sharp MX31 10 color 1n 1. Sharp MXB201 D desktop incl. Sports Center Sharp MX41 10 color incl. 2 1111 Stevens Creek Blvd. Cupertino} CA 95014 Senior Center 21251 Steven Creek Blvd. Cupertino, CA 95014 Sharp MX753N Sharp MXC402 color City Service Center Sharp MX31 10 10555 Mary Ave. (color) Cupertino, CA 95014 To to l Monthly Sharp Lease 21547.00 �vlus sales tax De gage Landen Public Finance LLC 1171 Old Eagle School Road Wayne, PA 19087 Ladies and Gentlemen: fie: State and LocaI Government Lease Purchase Ag reement dated as of JULY 2 5 Da La a Landon Public Finance LL C, a Lessor, and _.._ . IT F UPEl TI I ACCEPTANCE CERTIFICATE 0 1 , between - ........... - -... -- - - - - - -- t.. T . — r- .,,...- - ---- - - as Lessee. In accordance with the State and Local Government Lease PUrchase Agreement (the "Agreement "), the undersigned Lessee hereby certifies and represents to, and agrees with Lessor as follows; 1, All of the Equipment (as such term is defined in the Agreement) has been delivered, installed and accepted on the date hereof. 2, Lessee has conducted SLIch inspection and or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it a eept the FgLlip ant for all purposes, 3. Lessee is currently maintaining the insurance coverage required by Section 14 of the Agreement. 4, No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as defined in the Agreement) exists at the date hereof, {SEALS X2009 All t lghls F omve €i. Pnir.- :d In flee U.S.A. 07FDOG0551/1 1/0.9 LO U C= C#.. Lessee CITY OF CU PE TINO TM 7 �2, LPrfril u Name Title X2009 All t lghls F omve €i. Pnir.- :d In flee U.S.A. 07FDOG0551/1 1/0.9 LO U C= C#.. BILLING INFORMATION PLEASE COMPLETE THIS FORM AND RETURN WITH DOCUMENTS DE E LANDS PUBLIC FINANCE LL In order for - -- �� - -- ------- ......... ........ . oomplate this farm and return it with the signed documents. 13111ing Name Billing Address: to properly bill and credit your account, it Is necessary that you I�%�0 — G�ioFL'up�ihm Attentlon: 7'hi IUame of Individual �vlo will prmss paynwnts) T I p �, I l �r l 4 r: FEDERAL [D#: Primary Contact l arne., ____. M C4, 0 Primary Contact lumber: INSURANCE INFO CATION Y lnsur nca Agent: Policy umber:..W.....__ Telephone Number, This form completed by: (Name and TEtie) CONTACT INFORMATION FOR 8038 FILINGS Contact ,Ire: WITH TTL r � t Contact Address-, �11ITW EMAIL: Conlact Telc hona Number: .� X @2011 Alf Rights ae5nrved- PI -Inled 1 I fie U- -A. 08 PFD 0C 086fl I /I1 AR-- LEASE RETURN LETTER with Equipment Return SHARP SUSWESS SYSTEMS This will confirm the agre ement between. Sharp Business Systems "SB S #' and The City of Cup ertin ("Customer" or "YO11" that SBS wi t provide Customer with payrn.ent in the amount of $1 � 12 3.8 6 in connection with Customer's leases (see attached list) recrarding the listed equipment. However, it is agreed and understood that any and all past, current or ffiture financial obligations or money owed on the Equipment will rem iri the obligation of Customer, including any and all fees, taxes, charges and expenses not otherwise negotiated between the parties. As ail accommodation to the Customer, SBS will return the listed Equipment to the Leasing Comp Any. In order to do so, Customer must provide SBS with the ' "return authorization" " '' from the current Leasing Company. It is the Customer's responsibility to request an from the Leasing Company on a timely basis per the terns and Conditions of the Lease. Upon SBS's receipt of the , we will ship the Equipment, at our expense, to the location specified in the R/ A. Customer acl .io w ledges SB S re s ery es the right to Lis e a third party to administer the lease return pro ce s s as well as ship the customer's Equipment. Customer acknowledges failure to do any of the before mentioned actions will result in additional charges as set forth in the Lease that will be C stomer"s sole responsibility. By signing this document, Customer acknowledges that Customer remains liable for all of its obligations under the Lease and that SBS assumes no financial or legal liability for the Equipment. Customer further agrees to indemnify SBS and bold SBS harmless from all loss, cost, damage or expense plus reasonable legal fees incurred by SBS in the event of any claim, made against SBS by the Leasing Company or otherwise arising out of or relating to the Lease of the Equipment. SERIAL MAKE Mo I See attachad schedule I See attached schedule I I AUTHORIZED CUSTOMER SIGNATURE k t xSTC -r/ S 4 v4P-c- 14 PRINTED NAME HARP BUS MESS SYSTEMS REPRESENTATIVE 7 �2,�b -L DATE 1"- 2 7e a DATE :5; ". %h 100n; Equipment Pick,-Up/Disposal Form i i * r Na-me.- - ■ CList m r Name; City. F Up r in Cantact Nam e: KIrsten S q u arc i a Grace Sclimldt Date: 7-Z7-1 L 'hone: 0 777-3225 I understand by signs ng this form I m. aUthorizing Shari Business Systems to pick tip and dispose Of CqLIiPMCIIt listed below, a.nd ,release Sharp USiIIes Systems of all i ab 111t - rom Ie si ng co nip any. Sharp B Lis iness Systems wiII hoId. the e u ip m ent fo r two usi . s before disposing of Sto rage Fee of eq uipnien t th a t was pieced up (I f emed. not to be d Ispos e ' $25.00 per week peg- iachin , billed inonthly to custonier. Model: Rich 2550C . ��.� t - - -- C IT contract : 036-0019278-000 Balance to be paid. $2,730.05 Authorized Nam (Print): Grace Schmidt Authorized Name (Sign.aftirc). Serial N=er:V516 Title: city clerk sHjAkRp SHARP BUSINESS SYSTEMS EQUIPMENT SALES AGREEMENT Version Date; November 1, 201 Page I of 2 S ARP SHARP BUSINESS SYSTEMS EQUIPMENT SALES AGREEMENT version Date: Kober 1, 201 3 It Is agreed by the purchaser that this contract Is not subject to cancellaflon or to any verbal agreement or condition not stipulated In writing on It, and that the fide the said good shall not piss unfl the purchase price Is paid in full, and ,said oaf shall remain the property of the seller until h time, I case of default o payment r I case removal f said goods r any part thereof i �� seller � � the vent the Purchaser a shall mortgage r part with the possession f me € ever it may found, n remove i with r without hands for co Il tion or I n the event of INgati on $ . reasonable attar n e fee and cost s Dell b a added thereto. I have read above and agree to Its condiflonwr AUTHORMSD CUSTOMER SIGNATURE PRINTED NAME tZ TITLE " AG .}tY n"'r. 7.. *..'4.._�ti ".. �� Yv ". S- Y_•,E_ � * "_ �}.t. .. ^[. w MA rt,- `'y� Y .:1._r:.. - ;__'� r a. • ':•'' a_ •' �y � r�_' i . �x'" - , ,,, xy.x n 'r +h l { }"w, :G. � Y .};' _ -yo t +S REPR5SENTATIVE SIGNATURE fL" _ r�• �r� v�,� -"i; ._ �' -.'_" ., -. Win; Y'. A.- � Ft:�'•feCk' ��4�'.:'� � .:�= - 'xtii " "...*�:" rY. 161.%'2�' v l='l V'.— DATE Page 2 of 2 City of Cupertino Copier Data Security fit Quote reprised November 9, 2012 DEPARTMENT SHARP Machine Address Purchase LOCATION MODEL ID number Price part ## Planning /Building Dept Sharp MX1100 10300 Torre Aire 350.00 FRX8U Planning /Building Dept Sharp MX5111 Cupertino, CA 95014 350.00 FR3 U HR}Finance Sharp M 3110 10300 Torre Ave 350.00 F1 30U Quinlan Center Sharp MX753N 10185 N. Stelling Rd $ 350.00 FR22U Quinlan Center Sharp MX3110 color Cupertino, CA 95014 350,00 FR 0U Quinlan Center Sharp MXB201 D desktop nla » no HD** Sports Center Nis Sharp MX4110 color 21111 Stevens Creek Blvd. $ 350.00 FR33U Senior Center Sharp MX753N 21251 Stevens Creek Blvd mom= $ 350.00 FR22U Senior Center Sharp MXC402 color Cupertino, CA 95014 350.00 FF8U City Service Center MIN I Share MX3110 10655 Mary Ave. ► 350.00 FR 0U City Clerk Sharp MX1100 10300 Torre Ave $ 350.00 FRX8U City Clerk Sharp MX6111 Cupertino, CA 95014 nla sec kit already installed 3,500,00 * This ser les has an Imbedded end of lease date erase feature. Note that images are not cleared with each print, copy or scan. End of lease data erase function is only intended to be used before machine Is removed from customer site. ** Smaller/desktop copiers have no FAD and only use IMAM memory. Any information stored to RAM is cleared when machine power is shut down or unplugged. Data security kits are not available here, additional note: certain document storage features are disabled after a data security kit is installed. In absence of ordering security kits, Sharp can clear (reformat HIS) on machines at the end of termllife, Some customers feel reformatting is not a sufficient measure to avoid data being comprimised. Sharp can also remove copier HD and return to customer at end of lifellease term at not cost to the City of Cupertino. Since all city leases for Sharp machines have a $9.00 buyout at end of term, copiers do not naed to go back to lease company thus avoiding any conflict or confusion of having to buy new HD units at term end. Copiers essentially are city property at end of term. Po Ha, �-R SHARP SUSINESS SYSTEMS EQUIPMENT SALES AGREEMENT Version Date. November 1, 2012 O PRODUCTU DESCRIPTION PRICE TOTAL * M 1 i a . t I i I I I i I i I r 3 I I I MENNEN M1 I I It Is agreed by the purchaser that this contract is not subject to oanbeIl Lion or to any- ve rbal ag reernent or condition riot stipulated 1n wri ting on it, and that the title to the said good shall not pass until the purchase price is paid In full, and said goods shall remain the property of the seller until that time, In case of default of payment or In case of removai of said goods or any part thereof without the consent of seller or in the event the purch ase r shall mortgage or part with the possesslon of same wh enever it may be found, and remove it with or wl tho.ut hands for collootion or in the ovent of litigation, a reasonable attorneys fee and cost shall be added thereto. I lave' read above and agree to its conditions; 5 F I UTH I Z'ED CUSTOMER SIGNATURE ., i 1 PRINTED NAME s i I i J TITLE _ �L'i. 1•' ��5.4i:,�:". -1 f;t-_'.. ii�7`j'' ,t n';r:. r..__r: {T;' -. i P..' ff ' S REPRESENTATIVE SIGNATURE DATE i+.;'ff"" d { �' .�` .¢ 1. �. fi Y� ��g� '•1. X77 ;.i '�v' Leg':'. + {:� }:" r Page 2 of 2 H PcA SHARP BUSINESS SYSTEMS EQUIPMENT SALES AGREEMENT Version pate: November 1, 2012 Page I of 2 �e SHARP 8USINESS SYS"i°EM.S. CUSTOMER CARE MAINTENANCE AGREEMENT Version late: November 30, 2011 v riOcrs Sharp m hin see schedule Min R Prat PURCHASE ORDER NUMBER: 0.0045 $ 0.0045 - � SLR l =P RATS DlWI�I�fE OVERAGE BASE I�riii� dolor Pmt Initial Mere heave read acrd un erstand our obligiations under the terms and ccnditlan stated har�Ini and on the averse side t�ereofi as tl�e oral AGRIEEM4NT •.' ' -af,�- . ".. � 'r ,. •= '- � -_. - •SL- S 4'. - .I - :i' - '. y ' � . T ?� -.ice.' _. `F:� l v i..t { -ENTITLEMENT �'i ?I - W�.-' L -�� fY - .. - IL. .. S. - .f/. +W.'.. y. `.N r ,f'��-, {,-Yti =.54 o-.1 {k tl,+ - •� aYtt. YES YES YES YES YES YES YES YES NO 7127/201 2 G3 x TOTAL BASE CHARGE 1aIntenanc e charges hre part of COMMENTS: .- Lease Payment (Yes/N(Yes/No). billed quarterly in arrears with current rule fleet BASECHARGEFREQUENCY METER FREQUENCY AUTHORIZING CONTRACT NUMBER: QUARTERLY BNV MFP RATE VOLUME OVERAGE BASE Min R Prat PURCHASE ORDER NUMBER: 0.0045 $ 0.0045 - � SLR l =P RATS DlWI�I�fE OVERAGE BASE I�riii� dolor Pmt Initial Mere heave read acrd un erstand our obligiations under the terms and ccnditlan stated har�Ini and on the averse side t�ereofi as tl�e oral agreement pertaining to the equipment hereunder. No other agreements .04 - apply unless expressly noted on tine face of this agreement or In the '. contracts specified above. J understand all meter counts are based on J .5 -� --f � -i ;.; B/W PRINT RA YrE VOLUME � lm �' l��ti 1 1 (minimum) sin to sided images unless otherwise note, COLOR PRINT RATE VOLUME Initial Here ostomer has declined maintenance coverage at this tune. The custorne understands obtaining maintenance overage Later may incur charges I , addition'to the normal maintenance charges and has been informed as to - the current time and material btil[ng rakes. PRINTED NAME TERMS (Months) AGGREGATE NSOLIDATE MASTER TEE CONTRACT NUM DER CUSTZZ SI NAT�i � DATE XX - - -- - -- - Page 1 of • -1 MAINTENANCE AGREEMENT TERMS AND CONDITIONS 1. GENERAL SCOPE 0 COVERAGE This Agreemant covers both the Iabor mid Iha material for ad] ustrmenks, repair and r$plarsernerits of parts (' alnlenancW) as faqulred by normal use of lho equipment IdarilifIad on the front pagn of this Agreement CEqulpment'j. Mafrttanance does not cover charges for Installation, relocating or de- installakion of the Equipment. Service necessary to repalr darnaga [o the Equlpmarit caused by misuse, abuse, negligence, allachment of unauthorized oumponanls, accnssorlas or parts, use of substandard facsimile ((hcrmal) papr}r or substandard supplies, other causes beyond lho control of SBS or such causes which would Vold the Equlprnonid warranty arc nol covered by thl's Nrearnent, My such {epalrs identified in the proceeding senlonce shall be separately bi[lad -lo ctlslpmar and may.lead to the ierml.iallon of this Agreanienl. In edd[licrr, SBS rripy term]nala thls Agreemant If the equipment Is modified, damaged, altered or Rerviced by pe=rillal other than the SBS Aulhorited Parsonnel, or if parks, accessories or oornponen(s not meeting macthlna sparlfloaUorre are Ued le the Equipment. Maintenance shall not covar charges for repairs needed as a result of Customer or third party modlficatl'ons to soltware or hardware, 2. MAINTEMANCE VISITS Maln(enanca visits will be inade during standard weekday business hnuro at 1116 address shown on the first page of lliis Agreemant. Malnlefianve vislis requested for holidays, war}kands or after starrda.rd business hours may resuf( in addllional charges for trowel and labor pursuant to SB 's standard overfime rates In effect at the tiros Malntenarrce visit , 88S will rrat oonnecl, discanmaol, repair or other isa servica non -Sharp approved attachments, cornponents: or accessories, Customer Is respoflsiWP for disconnecting and reconnecting non - Shorp approved atiachments, cornpanonls of accessories. Main(anRrtce parfurn od during a Maintenance visit includes ltrbr!cation and cleaning Gf (lie Equipment'and the adjustment, repal(or rapiacemarit of parts descfibod below, 3, REPAIR AND REPLACEMENT OF PARTS' Except Pholocoriductors i.e. copy dfumsj, all parts accessary to tha operation of the Equipment rcquifing replacement due to normal wear and tear, subject to the ganofal scope of coverage, will be furnished free of charge during a seTy[oe calf. Coverage for Phak000nductors may also be 01 :41nad for an additional fea if selected on the flrst page of Ibis Agra emen(. 4. MAJOR REPAIRS AND UPGRADES Major repafra resulting kern misuses of the product, overall failure of the EquipmenI resulting from the normal and of life ayola of the Equipment and other rapalrs requiring mere than customary repair and peft rapincemenis COvefhauI') shall not be considered covarod Maintanan no. Should, in the opinion of 6BS, an Overhaul �a necessary for tha EgLrlpment [a ba in working oandllion. SBS will snrbrnll to the Customof an estimate of needed repairs and thalr add][fonal cost. If the Customer does rrat aulhafJze such O+rarhaul, SUS may+, at Its opiion, discorxlinue Molintemance Gf the Equipmeni under this Agfeement, Thinraafter, BBS may maka service avalIable' on a'Por Call' basks based upon 59 's standard rates In effect at lha 11 me of service. b. USE OF SBS' SUPPLIE S customef Is not ohligated to use SUS approved supplies under (his AgreerTient. If, however, the CustorrmT uses other than 5133 spproved supplies (other than paper) and such supplies result, in S13 S's reasonab] a Judgment, add] lional Maintename, ihen SBS may, at its option, assess a surchafga or wfminate this Agreement. l(sl38 l(5138 tarrninoles Ihis Agraemefi[, 5133 may make service available on a "Per Call' basis based upon S13 's standard roles in effort at Iha time of service, 6- SUPPt_IE6 Supplies selected, If any, cn the frool of this Agreement (` Supplies'), shall he included under this Agreamenl, saS will provide such selected Suppl* to tha Customer based upon normal yields. Supplies provided are for usa with the (;quipmeril saluted by IhIs Agreement only and afa riol for resale or for Usa with other equipment, If ([ID Customi0s ii sag a of (ha Supplies exceeds the normal yields [Pr the Equlpfi ent W ng serviced, SUS will Invoke and Ilia Cuslomor agrees 10 pay, for the excess supplies a! SB9's cufrent reIali prices than in effect. SUS reserves the righl to charge for suppllas and freight. Norm at yield 1s def[ned as the published industry standard yield for the pfoducl model covered under 1hJs Agreement. 7. EL.ECTRiCAL REQUIRMEIAT8 111 rimier to 1risure optimum perfarmarice of the EquIpfinenl, Customer must comply with all Sharp required elecirlcal specillcalion, Including but riot 11ml[ad to use of daslgnated circuit and aullats and required voltage raquifamenks, Thess power standards are required by UL andfor iocal safety regulations, 8. CHARGES The Inikla] charge far Maintenan a under thla Agreement is non- refundabla and shall be the amount set fr} h on the first page of this Agreement. The annual maintenance chaTga with respect lo any renewal loan will be the charge in offasl A Lhe time of lean renewal. Customer shall be charged according le the paymant cycle indloaled on the front page of this Agreemant. Customer shall pay all charges within ten (10) days of the data of the SBS Invoice, Past due amounts shall acofue interact at a rate of 1.5% per month. If any Equipment which Is subjecl to Ibis Agreement, of any renewal hereof, Is marred to a new SBG servica lerrilory, SBS shall have (ha option of oharging the us(Gmer an amount equal to the dilferenco In the published lerrilary (on a pie rata basis), ]f such equlprnent Is Mad beyond any 5138 service territory, S$S reserves the tight to canal this Agreemant, upon wrlllen notice to the Customer, or SBS may chargr3 (and Customer hareby sgreas to pay) a fair and reasanahls upcharge for conflnuad service. In scr do ng SBS may talcs into account life disiance to Customer's new local[on and SBS published roles for SBS's "lime and m alari al e. 'Par Catl'sefvice. SUS reserves the r1ghI le incfea&e andfcf otherwise mvdify Its sefvlce rnias and service on each enniversary date of Ihis Agreemant. 8, METER READING Cuslomor Is obligated to provide meter read] ng(s) In a 11meiy manner upon request. I the Customer fails or refuses to provide The meter reading in a Ifmaly manner, SBS may eslimale the ruler tkasad upon previous billing and service mater feadings. Tha estimated mater wl11 then be applied in Iha same manner as If Iha molar had been suppiied by the Cuslomor and the Cuslomer agrees to pay any overage charges that may result from the estimaled (meter reading. 10. TERM This Agreement shall become effsolive upon SH's receipt from Cuslomor of [he iniflal non- refundable ma[n(enance charge, as sal forlh on Lhe first page of this Agreement, or for such Customers that are lo he billed In arroars, upon the date indicated In 1he'81arl Date' porllon of Iha first page of this Agraamenl. The terra of Ihis Agreement shall be as spec!Wd on tlia face page of this Agreement, This Agre amen I shalt outorrratfoaily renew for addilIDnW one yeor periods unless ellher party provides the olher sixty (60) daps wfl[ten nol]ce of terrninallon prior to the end of lfte 10111 ] term, or any renewal term hereunder. in the evorrt that Cvdemer machos or exceeds the alIawance, as specif[ad on the first page of this Agreemant, prfor to the exp[ralion of the idlial term, or any ranevral term under this Agreement, 0uslamer Itiereby agrees to pay 8 B S the 8B8 excess meter rata Then in effect and same shall apply to all of Customer's excess meter amounts, through the err# of the terin of Ihis Agreainanl, For this Agreement (not CPO leasos) either party shall' have tha rtghl during any fenewal farm, or during any secvrrd of third term of a multi -term a grsam nt Of applicable} to lerailnole this Agieomenl upon sixty (W) daps prior to writien nakioa to tire 01her.. 11, EVENT OF I?CFAULT AND TER MINATI0IN Tha Goslomer's failure to pay arty amount doe under this Agreement, ar breath of any other obligallon herein shall conslltuto an Event of Default. Upon an Event of Default, 806 may, In its dlscrellan take any one or more of the following ao(1ons. (1) cause per formirFg all Maintenance or any other service under this Agreemen1; 01) furnish Malnlenance or sarvlce upon a prepaid, 'Per Call` basis; arrdlor (111) terminate this Agreemen1. Customer shall be obligated to pay any amounts due and owing to SBS wlMin (10) days of [hie explrallori or larminatl'arr of Ihis Agreamcrl1. Customer, upon payment of all such amoufrIs due, shall Ihermafter have no furl hor 11'abl11ty or obllgalion to 813 w112isoeveT far any further fees or expenses arising hereunder. In the evarit S H S falminAles this Agreemant because of Ilia breach of Cuslamer, SBS shall be antillod to paymant for work [n progress plus reimbursement for out- of- poiAet eKperrses. . 12: INDEMNITY e6slomer shall Indamhli . save and hold 99S, Its affillatas, officers, dlrecAurs, shareholders, emplayeas, agents and representallvas and its and [hair successors and assigns ('SUS Parties') harmless from and against any . liability, loss cast, experiss or damage whalwaver caused by reason of any breach of this Agreement by Customer cr by reason of any injury, wholhor to body, prop�fty or husiness ar to any other person by reason of any cot, neglocl, ornisslcn or delatdl by Cuslomor, Customer shall defend, at Iis sole and absolute cost, sty natfon to which this Irtt omnily shall apply. In the avers Customer fails [o defend such actlon. SIBS may do so and recover from Customer In addll[on, all costs and expanses, Ind AItig, attorneys' tees In conneotlon therewith. 888 shall be antllled to racnver front Cuslomor all costs and expenses Including wlIIinu111mitalion, attorney's fees and dirftrsernnDt, incurred by 806 In connection with actions taken by SSS or Its representalives (1) la enforce arty provision of this Agraomen1; (11) to effect any paymanIs or co[leaticns provided for harefn; (ill) to Institute, maintain, pfoemrvo, enforce and foreclose on 138's secuTlty Interest in or lion on the goods, whmlher through Judlolal proceedings or otherwise; or {iv) to deforid or prosecute any as.Ifons or pmcsedings arising Grit of or relating to any SUS lransaclions with Cuslamar. The foragoing provisionG of this paragraph 11 shall survive the lerminallon or expirallon of Ihls Argrooment to the axl:oo permitted by Law. 13, ENTIRE AGREEMENT This conskitu(es the onlire Agreement balwee'n life parties mlaling to Iha subJod matter hereof. Any'modiffoa(Ions'to this Agreemant mull ba In wrl ling and slgnad by both partles, 14. StJOESSOR9 AND AS al GNS ; TERM [NAT 10N NDIIITer party may asslgn this Agreement or any of its rights or obllgallons hereunder, wlthou( the prior writlan approval of the other party, w1ildl will r>Gt be unraasonably wilhheid, except (hat aIlher party may assign Its obligations and rights to a wholly owned subsidiary, parent corpofatlon, or arntlty under the sama ownership, opeTakiGn or control, 15. S EV ERABI LIT Y if any provision In this Agreament 1s held Inxvalid or unanforaeablo by a body of compelerrl jtiriwlrlion, sear provision will be con s(rUDd,11mited or, if necessary, severed to the extent necessary 10 eliminate such lnv0dfty or unefiforceabIlity, The Parties agree ka nagollate 1n goad failh a valid, enforceabla substitute provislon that most nearly affects [he Pailles' original Intent In antering Into this Agreement or-lo pfovIde an equllabla'adjustment In trio ovent no such provision can be added. The other provision of this Agreement shall remain in full force and effect. 15, COUNTERPARTS AND FACSIMii-E SIGNATURES Thls Agreemant may be execuled In several counlafparls, each of which shall be deemed to be an original and all of which togellier shall cGrrstllute one Agreement hIndifig on all partlas horelo, notwithslanding, that all the partlas have not signed the same counlerpart. A faxed signalum of this Agreement bearlrig authorized slgnaturas may ha [reefed os an origIna1, 17, WAIVER OF JLIRY TRIAL ALL PARTIES HERETO IRREVOCA9LY WAIVES TidE RICH T TO TRIAL_ BY JURY. 18. JURISUCT1ON All parties iieraby consent to the exclusive jurisdiction of the Federal Courts located in Santa Clara County, California and the Skate Courts located In Santa Clara County, Oailfornfa in any proceeding arising out of or relating Io thls Agreemisni. i9. LIMITATION OF LIABILITY To the ax[enl parmllled by Law, In no event shall 89 be 112ble lo Customer for any special, incidental, conseq€ isnllal, or lndiracl damages, loss of business proflls, business Intarrupfion, lass of buraness information arising out of the inablllly to Lisa the Equipment. The Customer aoknoydedges that the Malntenanoa pievIded by 9135 Is for (ha rflnhanlral malnianarice of the Equipment only, and that !ills Agreemenl does nal cover any software, nalwofking or any ntljer conneGllvi(y or funclionallly fnalnlenanca, services or support, 9, FORCE MAJEURE SOS shal'l not be liable to Customer far any failure of delay caused by evorits beyond 8138's conlrGl, Including, wflhout limitatlon, Customer's failura to furnish necessary information; sabolage; failure or delays in transporiatlon or communloation; boycotts; embargoes; failures or subslilutlons of equlpmanl; labor dlepulas; accidents; shortages of labor, fuel, raw materials, mechlnery, ar equipment; technical falilU(as; ors; slarm; flood; swiliquake; exploslGn; acts cf the public enemy; war; Insurreclion; rfol; publIo dlsordaf; epldemle; quoronkine restrictions; acts of food; acts of any government or any qu a sl -governmen I al aulhodty, 1 nsirumenial.1 ly or agarrcy- 2l', NO WARRANTY 9BS DISCLAIMS ALL WARRANTIES, EXPESS OR IMPLiED, INCLUDING ANY iMPLIED WARRANTIES OF MERCHANTABILITY, TECHNICAL COMPATAUILITY, F17NESS FOR USE, OR FITNESS FOR A PARTICULAR PURPOSE, 22, INSURANCE If the Customer Is leasing itie equipment, Iha CUSlomef shall Gblafn and maintain, at ils own expense, Insurance ralatfng to clalms for injury an&r properly damage (Including commarclal general Ilahllily Insurance) based on J1s use of the equipment, goads and machinery.] Page 2 of City of Cupertino Contact and Service/Delivery L - Sharp copiers DEPARTMENT NEW SHARP LOCATION MODEL Planning/Building Dept Sharp MX11 0 10300 Torre Ave., Basement Sharp MX 111 Cupertino, CA 950 1 4 f. HR /Finance T- o* Sharp MX31 1 10300 Torre Ave., First Floor (color) Cupertino, CA 95014 i• x- w ^c' — Quinlan Center Sharp X7 3 LCT Quinlan Center Sharp 1 MX3110 color Quinlan Center Sharp MXB201 D desktop 10185 N. Steling Jed Cupertino, CA 95014 Customer Contact and CPC Service Fate Phone Dumber I $.0045 BW Julia Kinst COLOR (408) 777 -3303 :0045 BYE Liz Nunez $.045 COL 40 777 -3284 $;0045 BW Rebecca Schaffer $.045 COLOR 1 (408) 777 -3132 Sports Center Sharp MX41 10 color $.0045 BW Colleen Farris 21111 Stevens Creek Blvd. E:. $.045 COLOR O (408) 777-3160 100 Cupertino, CA 95014 Senior Center Sharp i' X 31 $.0045 BW Lisa Atwood 21251 Stevens Creek Blvd. Sharp MXC402 color $:045 COLOR (408) 777-3532 Cupertino, CA 05014 City Service Center Sharp MX31 10 $.0045 BW Charlene Osborne 1 0555 Mary Ave. (color) $.045 COLOR (408) 777 -3209 Cupertino, CA 9.5014 ' ABA OABAG PLAN Corporation CERTIFICATE OF COVERAGE BROKER: AIfla nt Insurance Service, Inc, 100 Pine Street, I I tea Floor San Francisco, CA 94111 415/403-1400 PROVIDER; ABAG PLANT CORPORATION P. 0. BOX 2050 OAKLAND, CA 94604 -2050 510/464-7969 Covered Party: Cupertino I SUP, DATE (MM/DD /YY 7/19/20.2 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE, DOES NOT AMEND, CXTEND 0R ALTER THE COVE RAGF, AFFORDED BY THE POLICIES BELOW, COMPANIES AFFORDING COVERAGE COMPANY ABAG PLAN Corporation , IP11 B Ins. CO. Of The State of Pennsylvania COMPANY C Lexinuton Insurance Comnanv City Fall, 10300 Torre Avenue Cupertino, CA. 95014 THIS IS TO CERTIFY THAT COV2RAGE AGREE MEN T LISTED BELOW HAVE B 2 EN B ISSUED TO TH5 IN S URED NAM FD A13OV5 FOR THIS PH RIO D IN D [C AT'ED. N OTWI THSTAN DING ANY REQUIREM ENT, TERM 0k C ONDITION Or ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFI ATE MAY BE ISSUED 0 MAY PERTAIN, THE COVERAGE AFFORDED MM 7U nr%1 rr ]VQ r1QV00rnQn LIVUVTXF is C TnMr"rr -M A f t TI.:V TV 1f P,ef0 V VrI f I Q T11-M Q dA1n f',nxrniTinxic n r. Q Nr W Af:i7 fw'i7TUMMTQ CERTIFICATE HOLDER CANCELLA'T'ION IDe Lage Landen Public Finance and /or its Assigns Attention: I 1 I I Old ,Eagle School Road Wayne PA 19087 SHOULD ANY OF THE ABOVE DESCRIBED AGREEMENTS BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE PROVIDER/PRO VI DUE WILL ENDEAVOR TO MAIL 30 -DAY WRITTEN NOTICK TO THE CERTIF'ICAU HOLDER NAMED TO THE LEFT. HOWEVER, FAILURE TO MAIL SUCH NOTICE: SHALL IMPOSE NO OBLIGATION OR IAADIL[TV OF ANY KIND) UPON THE COMFANY, ITS AGEN'T'S 0 R REPRESENTATIVES. t James Dill, PLAN Risk Manager ABAG PLAN Corporation Administered by the OAssociation of I Bay Area Governments POLICY POLICY LIABILITY LIMIT f EFFECTIVE �yPI R IO � ,OCU EACH LTR DATE DATE URRE E AGGREGATE i [5 ��Y',yAlllj� f1 GENERAL LIABILITY GAL OI�I ffJ 7/ 1J 2012 7/01/2013 i Combined $590009000 Single COMPREHENSIVE FORM Limit PRODUCT/ CL COMPLETED OPERATIONS �� f,.,r� X PREMISE 1 OPERATIONS 5 #3 UNDERGROUND E PLOSION & COLLAPSE HAZARD X CONTRACTUAL 2 II ;F • FORM E LBROAD PROPERTY DAMAGE AUTOMOBILE f BIY i SAL 2012-13 7fV f2 012 fV 1 2 01 Combined $5,000,000 v Single fj,� i Y I AUTO :X1 Limit X ALL OWNED AUTO L Ii yi RENTAL 1 LEASE ALTO ._d II- OWNED AUTOS GARAGE LIABILI'T'Y iEll Excess General & Auto Liability 6907982 Publics Official's E&O 6502580 7/01/2012 7/01/2013 CSL $10,000,000 $10,0001000 7/01/2012 7/01/2013 CSL 1090009000 $109000,000 C PR PERT INSURAN E 011660424 7/01/2012 7/01/2013 CSL 25�000�000 X PROPERTY I SPECIAL FORM PROPERTY (per schedule) ry. f.. X BOILER & MACHINERY BOILER & MACH $25,000,000 kv DESCRIP'T'ION: Gen rat liability includes Personal Injury and Public Officials.' Errors and Omissions Liability, This Certificate is issued as proof the above -named Covered Party is an active member and in good standing with coverage as indicated above. CERTIFICATE HOLDER CANCELLA'T'ION IDe Lage Landen Public Finance and /or its Assigns Attention: I 1 I I Old ,Eagle School Road Wayne PA 19087 SHOULD ANY OF THE ABOVE DESCRIBED AGREEMENTS BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE PROVIDER/PRO VI DUE WILL ENDEAVOR TO MAIL 30 -DAY WRITTEN NOTICK TO THE CERTIF'ICAU HOLDER NAMED TO THE LEFT. HOWEVER, FAILURE TO MAIL SUCH NOTICE: SHALL IMPOSE NO OBLIGATION OR IAADIL[TV OF ANY KIND) UPON THE COMFANY, ITS AGEN'T'S 0 R REPRESENTATIVES. t James Dill, PLAN Risk Manager ABAG PLAN Corporation Administered by the OAssociation of I Bay Area Governments ASSOCIATION OF BAY AREA GOVERNMENTS OABAG PLAN Corporation P.O. Box 2050 Oakland, California 94604 -21050 (510) 464 -7969 ADDITIONAL COVERED PARTY ENDORSEMENT THIS ENDORSEMENT GRANGES THE CONTRACT ACT Please read it carefully! Endorsement Effective: July 1, 2012 - June 30, 2013 Entity: Cupertino Additional Covered Party: De Lage Landen Public Finance and /or its Assigns Description of Operations or Facilities: De Lage Lander LLC and /or its assigns at 1111 Old Eagle School Road, Wayne, PA. 19087 as Loss Payee and Additional Insured, respectively. The equipment location is at Cupertino City Mall, 10300 Torre Avenue, Cupertino CA 95014 ASSOCIATION OF BAY AREA GOVERNME TS OABAG PLAN Corporation P.O, Box 2050 Oakland, California 94604 -2 ( 1 464 -7969 The definition of Covered Party is amended to include any person or organization the Entity is contractually obligated to include as are additional insured, and for which a Certificate of Coverage has been issued and is on file with ABAG PLAN Corp., with respect to Bodily Injury, Personal Injury and Property Damage arising out of the Entity's operations or premises owned by or rented to the Entity. The coverage provided to the additional Covered Party does not apply to any liability occurring after those operations or use of premises have ceased. Coverage applies only to the vicarious liability of the additional Covered Party for operations or services described in the contract with the Entity, No coverage applies to liability arising from the sole negligence of the additional Covered Party. The inclusion of more than one Covered Party under this policy shall not operate to impair the rights of one Covered Party against another Covered Party and the coverages afforded by this policy shall apply as though separate policies had been issued to each Covered Party. The inclusion of more than one Covered Party shall not, however, operate to increase the limit of ABA. PLAN Corp.'s liability. A Certificate Bolder shall not, by reason of their inclusion under this policy, incur liability for payment of premium for this policy. If required by contract, any insurance carried by an additional Covered Party which may be applicable skull be deemed excess and the Entity's coverage primary notwithstanding any confl.ictin. g provisions in the Entity's policy to the contrary. The limit of coverage for the additional Covered Party is the minimum amount required by contract or $5 million, whichever is less. In the event of cancellation of the Entity's coverage, we agree to mail thirty 0 days (ten [10] days for nonpayment of premium) advance notice of such cancellation to each Additional Covered Party per certificates on file with ABAG PLAN Corporation.. All other terms and conditions in the policy remain unchanged. Authorized Signature: James Hill, PLAN Kish Manager ' ABA OABAG PLANCorporation Date. 7/1912012 Policy Number GpI.A0002Ca COMMON PfJUCY CHANGE ENDORSEMENT 50MPd Endorsement Ian. OlB JAPAN, SO M PO J A PAN I N SU RANCE COMPANY OF A MERI CA Named Insured SHARP ELECTRONICS CORPORATION Effective Dale: p4 -17..12 12:01 A.M., Standard Time Agent Name MARSH USA INC, Agent No. B50N"k` ------ ---- T h is m --- w t I n 6 f used o- decree coverages, inoraase rates or deductibies or al ter any terms or conditions of coverage unless at the sole request of the Insured. MENEWOMEMM"M - - - COVEFiAG PART INFORMATION — Covemge marts affeeW by this change as indica by below. Commercial Property o Commercial General Liability No CHARGE Commercial Crime and Fidellry Commercial Inland Marina The following item(s): lnsurncl's Name � Insured's Making Address Policy Number � Company Elfective /Expiration date � Insured's Leal Sfiafus /Suslness at Insured Payment Puri � Premium Determination Additional Interested Partite � Coverage Forms and Endorsements Lirrdts /exposures � Deductibles Covered Pro � Class iticatl on/ Class Codes apsrry /Locatad Description fit Underiying Expgsura Is (are) changed to read {SeeAddiflana1 Page(s)) `,[`HE FOLLOWING FORM S) HAS BEEN ADDED: CG 20 10 07-64 ADDITIONAL INSURED- OWN'ERS,LESSEES OR ALL O'I`HEFt 'I'Ei2M5 AND CONDITIONS REMAIN THE SAME Th e above amendments result 1n a change in the premitam as follows: This prenfum does not include #autes and surcharges. Na Changes To he Adjusted at Audlt gdditlona11V0 CHARGE FteturnN(7 CHARGE Tax and Surcharge Change, Addttlonal Return AU'!`1°IOR;lED AGENT IO2 001 (10/99) POLICY NUMBER GDL40002CO COMMERCIAL GENERAL LIABI "Y CG 20 107 THIS ENDORSEMENT i CHANGES THE PO C * PLEASE SEAD IT CAREFU LLY, ADD IT 10 NAL INSURED - OWNERS, LESSEES 0 CO NTRACTORS - SC HEDU LED P ERSO N OR ORGANIZATION This ond ors eme t modifIes Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Narre Of Addi onal Insured Person(s) Or ra�tl a -.Of Covared CITY OF CUPERTINO 10300 AVENUE CUPERTINOO CA 95014 Information required t cow fete this Schedule It net shown above will be shown In the Declarations, A Seoti 11 — Who Is An Insured Is amended to B. With rest to the Insurance afforded to these include as an additional Insured the person(s) or additional insureds, tine following additional exclu- organl adorn( shown In the Schedule, belt only dons apply: with rest t IlabIllty for "bodily Injury", "property damage or Personal and adv rtl i Injury TI'�Is Insurance does not apply to " !ly injury" or 'Oproperty ca�sed, in whole or In part, by,: darna e" occurring after: t Your acts or o l dons; or �. All work, Including �terlals, its or equip. rat furnished In connection with such work, 2, The acts or orrisslons of these acting on your on the project other than service, maintenance behalf; I er re ors) to be pe ormed by or on behalf of In the performwce of your ongoing operatl ns for the additional Insured(s) at the location of the the additional Insured at the l catlon s desi - covered operations has been corn feted; or nated above. 2, That portion of 'your work's out of wh #oh the In j ry or dare arlses has beery put to Its In- tended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a princi- pal as a part of the sane project. CG 20 10 07 D4 0 180 ProWtles, Inc., 20D4 page 1 d 1. El February 8. 2013 OFFICE OF THE CITY CLERK CITY MALL 10300 TORRE AVENUE # CUPERTM, CA 95014-3255 TELEPHONE: (408) 777 -3223 * FAX: (408) 777-3366 Sharp Business Systems of I orthem California 470 Boulder Court #100 a Pleasanton, CA 94566 E: Contra Costa County copier IM P program This letter is to signify our intent to eater into a lease and maintenance agreement with Sharp Business Systems S of Northern California for new copier l FP devices and related services and support. In accordance with the- public agency clause in the Contra Costa County (CCC) master agreement; all public agencies in the State of California who desire to participate in the agreement are hereby given permission by Contra Costa County and Sharp Business Systems. Invoicing shall be provided In a fashion mutually agreed -upon by S S and the participating publie agency.. CCC ssumes no liability of payment gLjarantee for any equipment, software or services to the participating agencies. All outside agencies must sign a Master Lease or value Lease Agreement along with are approved Purd-i se Order if applicable by participating public agency). Equipment pment Leased i — Sharp MX 51 11 color MFP This document serves as an addendum to the new master agreeinent /contract being signed by The City of Cupertino for the lease of c pier l FP devices and related services, �. Graee Selu-nidt thori ed S i gne City of Cupertino Shar Business Systems De Lage Lander Public Finance LLG State and Local Government LeasewPurcliase Agreement 1111 Old Eagle School Road PHONE: (800) 736-0220 alp , PA 19067 FACSIMILE: (800) 700 -4643 Fall Leval Haim �h�l�lt} mflylbor fit of u artino _ 00A N awe (If my) Nirehwr} Orifur Mjuhlllon Number 801lng Adr#r(m,} ,lly � _....�_.._ .�..�.�,.xM...,..�., laCe ..._...— Zip .—.� .....�...,.......,.�.. cfrrf Iaxvolco to ARiption of�.., r... .....— .....,,�.,,��,�.�.�,..... R,,, � .,.�ti.,._..,...,....�,,....,.�. 10300 Torre Avenue u rtho CA 95014 }rIA)LI it MAI) Mu lol NO _.. klal Number — _ Ors rlpliorl (A ILL 11 Neussary) Sharp MX 111 1 New Sharp 11 X5111 Copier With Attachments .._............ ..._ ...,.�...,. - T.,,.��.y�.� ..� . � r1pat1l b.aar;rsllon {N j]ok yarn {; aabove) ...... .,..�..,..�.�.�,,..,,..�,...,�. clfy ....�.Y.,._........,..,...,_... ��W .._.Y...ip ..,. �. ,Y.......R........�....— .. —.._. .�r ,. ��,. �. �.,. �.. �..o w..... ..------ ,� „v.�..�....,......Y.. ......�..��,�,... � T.�...,,.,,, 20410 Town Center Lane, Suite 210 Cupertino CA 96014 r of Lmw Nyjrif�n 1 t,u5o Nyfrleni : 60 Sea l.�'zo Payrap,N �lfretliA At #� A06 41 AlW1jrnenI I ..,,._ ..��,,.�A�..r ....Rn.,.a.,, , rrr .p...,�,..�..v.r.��A,...�.�.. ......,�.,,.A,,..�..�..,,.� fly OIL' llig IN box below, You tI0rLrfjy � p,wIUI O IfI151 caw a� a "41r,1l111fid k x- emrngl obf ga €frjflrt x1t,, doljf�od Ira Fljll l~� w'o, f�rrn iffy f Tt�ili�} , pay.;mlII Ff0f IUofwy Sodfarr 45(b) i3 i3} of Iho liitor�ial RmiiIiw 0 a, � F 3 f;I�,rallkly � f��f� rf ;rrr�s�nk lllal 1f1�. ��gr��lf� f�c� �rfit�[�f�l ref �Jf #t��c -��f� trffjE -* obli'vdons (owuriing #ariyaw awyl[y boo ,; olhfrr 1101(lUNNeri 501 (00) borid,�) Jnuod or fri ii.i iww) by you 60 a 0wriorly gild Youll S hofrfia�1ro miI{3ol d[rrirlo 11 w, Ca1011(far year €a wr €doll f~ iurrd I[Iis Lea o l riot rzonal�IV rtxf�odP.4 ” ��nfall�ft$ t "' Of:ai $10,000,000 � .�lfy � ArrrFually ""` Of Bank k; tollfil`,h1hi E166 to([ 01hor El Id of Mw Uplloft: V .� TERMS AND CONDITIONS Please road YOUR copy of thils State and Local Government Lease - Purchase Agreement { "LeasE�'} carefully and feel tree to ask US any questions YOU may have about It. Words "YOU" and "YOUR" rofer to the "Loses" and the word "WE," W and "OUR" refer to fie Lage Landon Public Finance LLC, Its successors and assigns, as the "Lessor" of the t*quipment. 1. LEASE, WE a roe to lease to YOU and YOU agr a to lease from US, tfaa equipment fisted above (arid on any attached schedula) including all replacement parts, repairs, additions and accossorleg ("Equipment") ) on to terris and conditions of this Learn and on any attached schedule, TERM, This Lease is effective an tho date when the terra of this tease and YOUR obligation to pay rent commence, which date shall be the date that funds are advanced by US to YOU, the vendor of the C-quipment or an escrow agent for the purpose of paying or refrabursing aIJ or a portion of the cost of the Equipment (the "Gornmencern nt Date ") and continues thereafter for an original tern { "Orlgirlal Torm") endhg at Ilse and of YOUR budget year hi affact on the Ournmencemant [date and may be contlnued by YOU for additional ana -year rer>iewat terms ( "9enewaI Terms ") coinelding with YOUR b€tdget year up to the total lumber of months Indicated abova as the FulI Lea se Tear,, provided, however, that at the end of the 0rJgInal Tear and at the end of each Renewal Term until the Fall Lease Tear, has been comp Iota d" YOU shalt be decided -to have continued th] , Lease f o r the next Renawal Terre unIass YOU shall lave ter ainated this L case purzuant to Section 6 a r Section 17, Crease Pa rl ents will be due as set forth on A4ttac11Ment f until the balance of tho Lease Paymefits and any additionaf tease Payments or expenses chargeable to YOU under this Lease are paid In fall, As set forth in the Luse Payment Schedule, a poOlon of each Lease Payment is paid as, and re p regents payrnant off, lntere L YOUR obIi a11an to pay the Crease Payrnonts acrd VOU R other tease obligations are absoiute and uncondItionaI an are not s object to caricellation, reductlan, setoff or eountatcfalm except as provided In Section 5. THiS LEASE I S N0N-CANCE ABLE EXCEPT AS PROVIDED IN SLDTI0N 5, LATE CHARGES, 1f a Lase Payment is not made an the date when due, YOU ,gill pay US a late charge at the rate of 18% per annum or the MOXIMUrn MOW permitted by fair, whIchaver is fescs, from such state, 4, CONTINUATION OF LWE TERM. YOU mri-ently Intend, subject 0 Section 5, to continue this Lease through the Fell Lassa Terfn and to pay the Leaso Payments hereunder. YOU reasonably believe that legally available funds In an arnount sufftlent to make all Lease Payments during the Full Lease Terra can be obtained, YOUR responsible financial officer shall do ail things lawfully within his or tier power to obtain and malntaln fiends from Which the Leese Payments may he made, Including making provi,lon for the lease Payments to the Went necessar{y In each proposed alrin(W budgat submitted for approval In amor. daf ice Atli YOUR appli sable praeedu res and to exhaust a I I aval lab ie reviews and appeal's if that poaion of the bAget is not approved, N atw lthstandIng the foregoing, the doe Ision w hothar to budget 0r Opp ropNoto N n d 5 and to r xtend thir; Lease for any Renewal Teri is solely within the dJs are Von of YOU R giovernJng body. r N i APPROPRIATION, YOU 2arg DUgated only to pay such Leave payments Gtnder this Crease as may lawfully be made from funds budgeted and appropriated for that purpose rhrring YOUR then current budget year,11 YOU fall to a propriota Or othervif5s mako availaWa funds to pay the Lease Payments regriired to be paid Jr the next oceurrIng Renewal Terra, this Lease shall be doomed term Inated t t ie end of th8 then current Original Torm or Rerlowal Terre, YOU af�r�e to del live r written notice to �1S of such torm[nation a Iea t 90 days prior to the end of the then eutrerit 0r1glnaI T rm or Renowal Torn, but fallur to g1vo zoch notlo hall not extend tho lean of this Leaso lylan f tine thon currant Original 't are or Renewal Term, It this Lease is ferrrinaled Its awordance Wth this Sectiol, YOU agree, at YOUR rose and axpeam, to o3c al:Ilydollm the Equipmerit to US at the looatlon orloratlons spocJJ•led by US. WARRANTIES, WE err; lea�irig IN Equipment to YOU "AS-1V anti WE MAKE O WARRANTIES, EXPRESS Old IMPLIED, INCLUDING lARRANT11-S OF ER I�IA�!TABILI , Old FITNESS FOR A PAR - I`I ULA PURPOSE, fr nsf0r to YOU, wif110 recaurso, for #lie terra of the Lea a all + arranties, if any, roatle by the ,manufacturer. YOU ALSO A KNOWLED E THAT N0 ONE I AUTH0RIZED TO WAIVE Ofd OIfANG AN TI.R ., PROVISf N 0R C0NDITI0N OF THI LEASE ND, EXC PT FOR THE ANUFA TURER ARRANT1FS, MADE ANY I�ErRE.SENTAl -ION 0 WAIFRAN -TY ABOUT TI -IfS LEASE 0R THE �Qt IP. 1 E °l; to SO HALL NOT BE LIABLE 1`08 SPECIAL., RESULTING OR CONSEQUENTIAL DAMAGES On LOSS Or, PROFIT OCCASIONED BY ANY BREA H I" WARRANTY OR PEPRFSENTATION OR R S0 ULTiNG FROM THE USE OR PERFORMANCE OF THE EQUIPME T YOUR OBLIGATION TO PAY IN FULL ANY AMOUNT DUE UNDER THE LCASE W1�L NOT BE AlTECTED BY ANY OISPUT r CLAIM, 00IJ TI:f CL lK DEFENSE Ott Tl ll" # lrJ'Ix i+tll -mm You mAY HAVE OR AS EST AGIAINST THr SUPPLIF. R On TirlE. c-oui mrNT MANUFACTURER, 7, D E JJ VCRY AND ACCEPTANU. YQU ARJw R6PQNS18LE, Ar YGI [JR OWN 006T, TO AR RANG E FOR THE DELIVERY AND I IN STALLATI 0 N OF THE EOUI PM ENT (UN LFSS TH 030 00 STS ARE INCLUDED III THE COSTS Or, 1"l-,l E FIQ Ul PM ENT TO US), lF R EQUESTE D, YOU t+'4Il1.L S 10 N A SFPAIIATJy EQ Ltf PM DELIVFRY AND ACC E PTANO IF ERTlA CATE, WE MAY AT 0 U R DISCR1-710N CO NFJRM BY TELEPHONE THAT Yotj mt: AWE l TED THE FOUIPMFNT AN 1) 'n,IAT IE- LEPHONE VE111 FICATI 0N OF YO UR ACC FPTAN i~ OF THE EQUI PMENT S ALL HAVE THE SAM an 2ITECT AS A SIOINED 0 ELJ VE RY AN 0 ACCEPTANG CE" T-1GATE. (Terms and Conditions continued on the raverse side of this Lease.) YOU somo fo A of Ilia Terr11a; 8116 Coaulllowj contalmd in bofli sides of € 15 U18- , Vd 113 ally �ikadlrnentS [o Sarno all of ��l 0) Jrq €f�duditd try rr�l�reneo) and C cofflD part of 11111 t.aa % YOU acl�rlow' I' (ge t0 i)ava read afla ag he Ttlmig an CondIIunal. You aUrgo tlral this Is a nap- cancelable lease. The Eguiinneni Is- NEW 0 USED l� Y l.f!�f�l �tafxa� � ?f �3 }rl�i�r#falr}fl ��Y b of Cupertino {LEA F MUST BE SIGNED BY AUTHORIZED OFFICK OF 0SPE) EMM t,f sor Siglia €uro BE LAGS LANDEN PUBLIC FINANCE LL PUB 11981 Least; Dafe._........._.._...._..._... �. �-. �.. �-_ �..,..,..,.,.. ...,,......__......._.........� �._.,..�.....�....4.... Jr..,.�.........._.._... ,., .�..�.�.. February 1 , 2013 Verf€for I.D. Nurabor X644 0, TITLE, PERSONAL PROPERTY, LOC TION, INSPECTION, NO MODIFICATIONS OR ALTEfl- ATIONS. YOU have title to the Ep 1prr onl; providod that titla to the Equipment will i!mrnedlately and without any ac tJon by YOU vest in US, and YOU stuff Immediatoly surrender possession of the Eg v1pniont to US, (a) Upon any tormInation of this Lease o ther than term ination pursuant to Section 17 or (h) If YOU are in default of this Lease, it is the, intant of the parties hereto that any transfer of title to US pursuant to this Section shall occur autoniaticall�+ without the necessity of any bIII of sale, eartlflcate of title or othP,r in truoie€1t of conveyance. YOLI shall, neveMeless, execute and dell ver any such Instruments as WE may retest to evidence such transfer. As security for YOUR obllga- tlons hereunder, WE retain a seourity interest In the Equipment and all proceeds thereof, YOU have the right to use the Equipment during the terra of thIs Lease, oxcept as otherwise expressly set forth In this tease. Although the Equipment may become attached to real estate, it rernains personal property, YOU agree not to alter or modJfy the Equipment or permit a lien to be placed upon the Equipment or to rernovo the EquIpment without OUR prior wrlften consent. If WE feet if Is naces- sary, YOU agree to provido US with waivers of Interest or liens fro1T] anyone claiming any )'Mares[ In the roal estate on which any items of EquIpment is located, WE afro have the right, at reason - able tlmos, to Inspect the Equipment, 9, MAI NT 'i A E. YO 1 r required, at YOU 2 own cost and expense, to keap the E UIPMenf in good repaJr, con ftlon and working order, except fur ordinary weer and tear, a17 YOU W l supply all parts and s rvi Rng re uIrod. All replacament parts used or installed and repafrs made to the l "qul alontwlil become 0 propol, U ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE F03 PROVIDING ANY REQUIRED MAINTENANCE AND/OR SERVICE FO THE EQUIPMENT, YOU WILL MAKE ALL CLAIMS FOR SERV- ICE Al` NOR MAINTENANCE SOLELY TO THE SUPPLIER AND/OR MANUFACTUHR AND SUCH CLAIMS WILL NOT AFFECT YOUR UkIOArm TO MAKE ALL REQUIRED LEASE PAYMEM, 'Iii: ASSIGNME- IT. YOU AGREE NOT TO I'RANSFER, SELL, SUBLEASE, ASSIGN, PLEDGE OR ENO UMB ER EI°I'l' ER THE F UIPMENT 0R ANY R 10 14TS UNDER THIS LEA SE WITI -IO0T OUR PR10R WRI7T N C 0NLS EN T, YOU agree that WE m ay sell, ass! g n or transfer thIa Leas arid, If WE do, the nuw owner wIII lave Ma same rights an d ben 4ts tflat WE now have and will not have to perform any of OUR obil atlons and tiro rights of the new owner will not be subject to any claims, caunterclalmsf daferi o9 or i at-of fs that YO U may have agaIrist US. YOU he re, by appoint M unicipaI Registrar Services (f ha t "Registrar") as YOU R agent for tha purpose of ma!ntaining a written record of each assignment 1n force nocessary to cow ly with Seeder! 1 (a) of the Internaf Ravenuo Code of 1 986, as amended, No s udi asslgnmant steal I ha bin r,Jinru on YO U until the Registrar has received wri#teo notice from the assignor of the name and address of the assignee. 11. DOSS OR DAMAGE. YOU are responsIble for the risk of lass or destruction of, or damage to the r- qulpment, No such toss or damage relieves YOU from any obligation tinder thla Lease. if any of the Equipmont is darnaged by fire or other casualty or fifle to, or the temporary use'of, an.Y of the Equipment Is token under the exerelse of the ppvret of eminent dornain, the nd proceods ('blot Prooeads ") of any Insurance clalm or con d mnatlon award wilI be applied to the prompt repi ace Ment, re pal r, reatoraI!an, m adifIcatton or Improvement of that Equlpmont, unless YOU Dave exercised YOUR optian to Purcha e the Equipmant pursuant to 5 oc11on 17. Any balance of tho Not Proceed, remain - log after suoh work has 1 oen completed shall be paid to YOU. 1l INDEMNITY. WE are not responsible fog any losses or injurles caused by the manufacture, Degixioition, daJivery, I ns, lallatlori, own a rs h1p, use, lease, possession, maIntenance, operatJon or re ec- tlon of tho Equipment or defects in the Equipment, To the extent permitted by law, YOU agree to reim- burse US for and 10 defend US a alnst any cWrn for lasses or injuries relating to the Equfprnent. This 1 ndem nI ty wJII ccntinue even after the tormInatlon of this Leas e, 13. TAXES, YO U agroe to lay all app I lea bIa Ilcense and regIst rat! on fees, Salo anti € se taxes, pet= sonal propel taxes and all other taxes and charges, relatIng to the ownarshi`p, teWna, rental, sale, purehage, possession or use of the Eclulpment (except #hose based on OUR not Income). YOU agree that If WE pay any taxes or charges, YOU vAl reimburse US for all such payments and will pay US Interest and a iato charge (as calculated In Section 3) of such paymonts with the next Lease Pa rnent, phis a tee for 0 U 8 collecting and adin I n 1 sto r[n g any to es, as sess pie nt or fees and re nn Itt Ing thane to tha appropdate authorities, 14, INSOi ANCE. DuOng the tarn, of this Laaso, YOU 011 keep the Equipmont insured agalnst all risks of Iose or dpiage In on arnoont not less Man the replacement oast of the Equipment, without dadaiotlble and without co- ]nsu ran ce" YOU will also obtain and malotaln for the torah of this [.ease, cornprahurtslve publIc Ilabillty frisurance covering both pemorial JnJory and property damage of at least $100,000 or person and $300,000 per occurrence or bod[ly Injut and $50,000 for property dariage, WE vi[ e tho solo named loss payee on the property Insurance acrd nam @d as an additlon- al insurers an the public liablllly Insurance. YOU will pay all prerrilums for such In uranco and must dnilvor proof of Insurance coverage satistacwy to US. If YOU do not provide such Insurance, YOU agrea that VIP. hive the rIght, but riot the obllgatlon, to obtaln such Insurance and acrd an Instance fem the imount duo from ycri, on which we'hake a profit. 15, DEFAULT. SUbject to Sect.! #ire 5, YOU are In defaulf of this Lease if any of the follovvft occurs, (a) YOU fall to pay any Lease Payment or over scan when due; (b) YOU breach any vtrarran- ty or other obIl atlon under this Lease, or WY 011101' agNornerlt with US , c) YOU bccorn 0 111S ONO Ot or un blo to flay YOUR debts when dire, YOU make an a signmont for ilia benefit of crodltors or YOU u ii darg o a sub taotW dato0aralion in YOUR 11 uncial condition, or (d) YOU Pilo a have filed against YOU a pat ill on for ligtjI ation, ireorgaPizalion, adju cstrn e nt of debt or sl m1lar relief under the Fe de m, I ankruptcy Code a any either pre o10 r future federal or state hankrojptmj or insolvency Inw, or a trustoo, recolver or ilquidator Is appointed for YOU or a substantial Dart of YOUR assets. 16, REMEDIES, Wt~ have the fullo +fag rernedles if YOU are In default of this Lease; WE may do cluro Ilia e nil re balance of tho uripald Lease Payments for the thou colrren10r1ginal Term or l enewaI Tern lrnaiadiately clue and payable; sue for and receivr; all Leaso Pay rna(its and any other payments tho n a,cowed or accolorated under this Lease; charge YOU fnt rust on all monles clue US al the rate cif a Ig fiteon 1)or or}t (18 Xa) per year frorn the elate of dofault• until pairs, but In nu event mere than [lie max1invin rate ponnittod by law; charga YOU a return -check or non- sufficlent funds charge ( "NSF Chargo ") of ,$25.00 for a chrlck that it returned for any reason; and require that YOU return tho Equlpfnon( to US arid, it YOU fail to roturn tho Equlprrrenf, eater upon the prewlses peaceably with or wilhout legal process where the Equipment Is located and repossess the Equipment. Such return or ropossozslon of tho Equipment wlJl not constitute a forrninatiori of thla Lease unless WE expressly notifyYOU In writing , If the Equipment Is returned or repossessed by US apd unless WE halve termi- natod 1h13 Loa e, WF will loll or re- rent'the EquIpment to any porsons with any terms WE (Iotarmine, at one or rnore pubilc or private sales, wltti or without notice to YOU, and apply ft not proceeds after dedu tIng the costs and expenses of such sale or ro -rent, to YOUR ahilgatlons w1th YOU remaining 11abla foe- any deflelanoy and with aoy oxcess over the amounts JesorlboU In this Section phis the then ppllcablo Purcha o PrJce to be pall to YOU{ YOU are afro requlredto pay 0) all oxpensas Incfurrod by US In connection with the enforcement of any romedlos, lnc[vding all expenses of repossessing, storing, shipping, repalring and salllrg the EgU11)t11ontr and (11) reasonable attcrno a,feos. 17, PURCHASE OPTION" Pi ovidad YOU1 are riot In clefauJt, YOU small havo tiro optlon tea purchase (1ll but not less than all of (lie Equipment (a) on the dAte 1ho last Lease Payment is due (assurnMg thJs Loma is ravavvod at Iho and of the (rlglnal "term and each Renewal Tern), If -this Lease 1s still in effect on that clay, upon payment In loll of Lease Payments and all ether arnounits then due and the payment. of Oro Dollar to U�31r (la) on the last0ay of Cho Ofloloal Term or tiny Reny wal Torre then In offect, upon at lewt 60 days' prior written notice to US and payment In full to US of the I -ease Payments and all other amounts then clue plus the then applicable Purchaso Frice set forth an fho Lease Paymont Schedule,, or (c) If substantlal damage to or destruetlan or condamnation of substantially all of the Equipment has occurred, on the day specified in YOUR written notice to US of YOUR oxodso of tho purchase option open at loast 80 days' pr1or notice to US and payment In full to US of the Loa se Payments and all other amounts then due plus the [lien applicable Purchase Pke sot forth an the Lease Payment Schodulo. 18. REPRESENTATIONS AND WARRANTIES. YOU warrant and reprosent as follows: (a) YOU are a ptj bIIc body carporato and politic duly organized and existing under tha ton tituIlaii and lavvs of OUR Slato with full power and authorlty to Baler into this lease and the trarr a llonsF confsrn0atod Merely and to perform afl of YOUR obligations hofa ,nderf (b) YOU Nava duly authorfad the e acu- lioa and doliveiy of this tease by proper actloo by YOUR governing body at a meatIng duty called, regularly convened and attended throughout by the re ulsi(a majority of th6 marnbers thereof or by oilier appropdato oIf lei al approval, and all req kaINmonte ova btson met and proceduros have occurrod In order to ensure the vafWlty and enforceability of this Lease; (c) YOU have complied w1th such pub- lic Ndding requirarients as may be applicably to this Lease and the acquisition by YOU of the Equipment; {d} all authori adorn, consents and apliravals of governmeMal bod* or agondes required In connactlon with the exacdon and delivery by Ott cif lftls Lease or In connection with the carrying out by YOU of YOUR od gations hereunder have been obtained, (e) thig Leage cong(Ituteu the legal, valld and lndlng obligatlon of YOU enforceable ire accordance with Its terms, except to t1la extent. lirtnited b applJcable bankrupto+y, InsoNanoy, reorgarilzation or over laws affecting creditors' right$ generally; (f) YO () have, In accordance with the requl rem ent of law, fully budgeted and a pra- prlated suff Ida nt funds for the current budgot ysar to mare the Lease Payrn e nts scheduled to conic due during the curr nt budget year and to meat YOUR other obliguffors under this Lease for the cur. rent budget year, and those funds have not beeo expended for other purposes, {g) the Equlpr ent Is� essentW to YOUR functions or to the services YOU provide to YOUR elftens, V U have art irr medl- ate need for the Equipmont and expect to male Immediate use of the Equipment, YOUR mood for the EquIpmont Is not temporary and YOU do not expect the need far any Item of the %4pmartt to dlM in- tsh In the foreseeable future, Incfudirig the FUJI Lease Terra, and the E q uIpm eM will be used by YOU 0nIY f 4r the purpose of performing ore or''core of `SOUR gova ma ntal or proprietary tunotlons con - slstent with the per M[s Jble scope of YOUR authority and wil1 r ut be used 1n the trade or bus]ness of any other entity or person; and (h) YOU have never Palled to appropriate or otherwlso rake available funds s(#flclent to pay rental' or other payments cr)ming due under any lease purcha , i nsta [fin F, nt sale or other similar agreement, 19. UCC FILINGS AND FINANCIAL STATEMENTS. YOU authorizo US to file a. financing state- ment with respect to the Equipment. If WE feel it is necessary, YOU agree to submit financial stater vents (avdited If available) on a quarterly basis. 20. UCC - ARTICLE 2A PROVISIONS. YOU agree that this Lease is a Flna ace Lease as that terra is defi ned 1n Article 2A of the UnIfarni Coramerofal Coda 4 " UCC ") . YOU acknowledgo that WE lava given YOU the name of the Suppiior of the Equipment. WE hareby ratify YOU that YOU may have rights under the contract with the Supplier acid YO U may contact the 'uppiier for a dose 6ptbn of any rights or warranties that YO U may have € ndor this supply contracft, YOU also wallo any am all rights and remadles granted YOU under Sections 2A-50a through 2A-522 cf the UCC, 21, TAX EXEMPTION. YOU Ml comply with all appkable provi lops of the Internal Revenuo Code of 1986, as amended, Including without limitation Sections 103 anO 1481horeof, and ttlo apply cable regulations the rounder to maintaln th8 exclusion' of the Interest podan of the Lease Payments from gross Income for purposes of federal income to allon, 22, BAND QUALIFICATION. If YOU chucked the "Bank Qualificatlon Elects'! " lox oil [ha front {gage of this Leaso YOU and all YOUR suburdinate entities will not Issue In ex oes of $10,000,000 of quallfiod tax-exempt obligatlons (Jncludirip this lease but excluding private act.Ivily bonds other than quaiiflad 501(c) (3) bon(15) during the calendar year in which WE fund (his LoaGe w1fliout. first ol (An- Ing an opinlori of nationally racognlzed counsel in the area of lax-exempt muni l al MJgadoos acceptable to US that the deslgrtatlon of this Loaso as a "qualdf ed tax- exurnpt oblloafion" w ll not be advorezoly alfacted, 23. CHOICE OF LAW; JURY TRIAL WAIVER, ThI5 L.oaso shall be governed and congtrued In accordance w1th the laws of the state whore YOU are located, To the extent permitted by lam YOU agroe to waive YOUR rights to a trio! by J ury. 24, ENTIRE AG nEEM NT; S E VER AD IL ITY; WA ERS, This Lease contains the er[fif,o agreornont and € ndorstanding. No agreements oRr understandings are binding on the parties u111089 sot ford! Its writing and signed by the partle , Any provision of this Lease which for my reason ma be hold unon- forc;eable in any Jurlsrllction shalt, as to such jurlsdIctlon, be Inuffertive without Invalldrn the romal n- Ing provisions of thIs Lease, TH6 LEASE IS NO`l' INTENDED l�Of TRANSA TIONS fl�a�H All Ulp- MENT COST OF LESS THAN $1,000. 25. FACSIMILE DOCUMENTATION, YOU agree that a lac imJle copy of dais Lease w1th facsimi- le signatures may be treated as an anginal and W11 be admissIble as evidence of this Leasa, 20!? A[J RIgIiI* fiegm4d. Pr €lilPd In iho Q. S.A. .f PTO( )r1120� 9If2 U. ATTACHMENT 1 STATE AND LOCAL GOVERNMENT LEASE - PURCHASE AGREEMENT ,ease Payment Schedule LESSOR, DE LAGS LANDEN LAND PUBLIC FINANCE LL,T pity of up rtino .. ..�Feb r 12 _ _,20.13 Paymefll dumber „... . ... .... .... ... . ..... .. .... Payment Dale ............�...........w.. ,.............. Rental Pa.yment V, �._ , Y. .... Y w..W.... ... W._ .. .. IoWesf Portron . ... .. .......� ........�.....Y.f .... principal Portion .. . . ..... ...._ .... ................_ Balance .._.... ,,.,r.�...... Purchase Prix Loan 0211212013 0.00 0.00 0.00 16, 144.76 , ,.,,�.�..,.. , .. RA..r... �,„ 0.00 1 03/1212013 323.70 101.24 222.46 1 5,922.30 1 6,399.97 2 04/1212013 323.70 99.65 223.85 15,698,45 16,169.40 0511212013 323.70 93.44 225.26 15,473.19 1 5,937.39 4 06/1212013 323.70 97.03 226,67 1 5,246.52 15,703.92 5 0711212013 323.70 95.61 223.09 15,018.43 15,465,98 6 08/1 212013 32+3.70 94.13 2 1 5,232.58 7 0911212013 323.70 92.74 r2��9y. 230.96 .114,783.91 14,557.95 14,9 4.6 8 10/1212013 323.70 91.29 232.41 14,325.54 14,755.31 1111212613 323.70 59.83 233.87 14,091.67 14,514.42 10 1211212013 323.70 88.37 235.33 13, 856.34 14, 272, 03 11 0111212614 323.70 86.89 236.81 13,6 1 9.63 14,028.12 12 62/1212014 323.70 85.41 238.29 13,381.24 13,782.68 13 03/12/2014 323.70 83.91 233.79 13,141,45 13,535.69 14 0411212014 323.70 02.41 241.29 12,900.16 13;287.16 15 05/12/2014 323.70 80.80 242.80 12, 657.36 13, 037.08 16 0611212014 323.70 79.37 244.33 12,413.03 12,785.42 17 0711212014 323.76 77.84 245.86 12,167.17 12,532.19 18 0811212014 323.70 76.30 247.40 11, 919.77 12, 277, 36 19 0911212014 323.70 74.75 248.95 11,670.82 12,020.94 20 10/1212014 323.70 73.19 250.51 11,420.31 11,762.92 21 1 111212014 323.70 71.62 252.08 11, 168.23 11, 503.28 22 12/12/2014 323.70 70.03 253.67 10, 914, 56 11,242M 23 0111212015 323.70 68.44 255.26 10,659.30 10,979.08 24 02/1212015 323.70 66.84 256.86 10,402,44 10,714.81 25 0311212015 323.70 65.23 258,47 10,143.97 10,448.29 26 04/1212018 323.70 63.61 260.09 9,883.88 10,180.40 27 0511212015 323.70 61.98 261.72 9,622.16 9,910.82 28 0611212015 323.70 60.34 263.36 9,358.80 9,639.56 29 0711212015 323.70 58.69 265.01 9,093.79 9,366.60 30 08/1212015 323.70 57.03 266.67 8,827.12 9,081.93 Sales tax of �.� $1,281.92 _ �.,......,wR,,... is included in the financed amouril s4own above. U. Print Name: ..�...� _ � � , .. _ . .� . w _w�_ �_.. - -- - -- - � -, �_, _ � � �..T.1 idle: pap r }f � 1 All Rlgh � �� ' �rf'.3�, f ifr� ff I� the , ,A, Y��U } 4 rr ATTACHMENT 1 Lease payment Schedule SPATE AND LOCAL GOVERNMENT LEASEomPURCHASE AGREEMENT LESSOR D LAGE LANDEN PUBLIC FINANCE LL LESSEES ltf uprtiro ..� .EASE N U MBER, .... ...... .- ........ ..._......... _.. ... . ... � ... m...�,_ LEASE DATE., ; 1~ bru 2 -,20 1 F meet tomb r Payment Date 8001 payment Werest 110.11011 PrIndp f Portion Mara Purchaso Price 31 0911212015 323.70 55.3+5 268.35 8,815.53 32 10112/2015 323.76 53.6 J / 10.03 }�y(r }y[}{y.77 8, 88.74 8,537.40 33 11112/2015 323.70 51.98 271.72 8,017.02 8,257.53 34 12/12/2015 323.70 50.27 273.43 7,743.69 7,975.90 35 01/1212016 323.70 48.56 275.14 7,468.45 7,692.50 36 02/1212016 323.70 46.83 276.87 7,191.58 7,407.33 37 0311212016 323.70 45.10 278.60 6,912.93 7,120.37 38 0411212016 323.70 43.35 280.35 6,632.63 6,331.61 39 05112/2016 323.70 41.59 232.11 6,350.52 6,541.04 40 06/1212016 323.70 39.82 263.63 6,066.64 6,243,64 41 0711212016 323.7D 36.04 285.66 5,780.98 5,954.41 42 08/12/2016 323.70 36.25 267.45 5,493.53 5,658.34 43 09112/2016 323.70 34.45 289.25 5,204.23 5,360.41 44 1011212016 323.70 32.64 291.06 4,913.22 5,060.62 45 11112/2016 323.70 30.81 292.89 4,620.33 4,758.94 46 1211212016 828.70 28.97 294.73 4,325.60 4,455,37 47 0111212017 323.70 27.13 296.87 4,029.03 4,149.90 48 02112/2017 323.70 25.27 298.43 3,730.60 3,842.52 49 03112/2017 323.70 23,39 300.31 3,430.29 3,633.20 50 04112/2017 323.70 21.51 302.19 3,128.10 3,221.94 51 0511212017 323.70 19.62 304.08 2,024.02 2,908.74 52 06/12/2017 323.70 17.71 305.99 2,818.03 2,593.57 53 0711212017 323.70 15.79 307.91 2,210.12 2,276,42 54 0811212017 323.70 13.86 309.84 1,900.28 1, 95 7.29 55 0911212017 323.70 11.92 311.78 1,688.80 1,636.16 56 10/12/2017 323.70 9.96 313.74 1,274.76 1,313.00 57 1111212017 323.70 7.99 315.71 959.05 987.82 58 1211212017 323.70 6.01 317.69 641.36 660,60 59 0111212018 323.70 4.02 319.68 321.68 331.33 60 02112/2018 323.70 2.02 321.68 0.00 0.00 Grand Totals 19,422.00 3,277.24 16,144.76 Prid Naaa' �- vWp Date. U. ...r.........r....... pate 4f D20 13 € MgMs Prinled JR IN., U, .A. 07x' DOCO Y 1/13 BILLING INFORMATION In order for PLEASE COMPLETE THIS FORM AND RETURN WITH DOCUMENTS DE LADE LANDEN PUBLIC FINANCE LLC complete this form and return it with the signed documents. C C Bifhg Name. Billing Address: to proparly bill and credit YQLlr account, it is necessary that you L .4 Attention: K +` Nan* of indivIdual who will process payments) Telephone Number: E m a i I A d d re ss: 0 r I q FEDERAL ID#: Primary Contact Name: K OL ,.�,�,�._�_ -! Primary Contact Number: INSURANCE INFORMATION Insi ran ce Agent: P . .... . Policy Number, At Telephofie Number. Z44 -*7.9 69, Fax Number: This farm completed by: (Name and Title) CONTACT INFORIWATION FOR 8038 FILINGS Contact Name. vi h I t�� Title- — ------ 1030 6 Torre, Ave I - - ------ LO) Contact Telephone Number..,.... ". ................ vm I fe Ir C (21 UP t f K0 I or 4 1 Email Address, F— (-J X12012 Ali R i g I qs B u.Tj ved. Prinked h I tf i e U S A WFDOCO 5Gv2 7112 t'7 CUSTOMER CARE MAINTENANCE AGREEMENT SHARP SUSIN-ESS S;YSTEMS' Ve rs ion Date: November 30, X01 1 C1-.—.:! _T" CUSTOMER'BILL TO INFORMATION CUSTOMER NAME' ADDRESS: CITY' STATE, ZIP CODET! City of Cupertino - City Hall 10300 Torre Ave. Cupertino CA 95014 BILLING CONTACT: R l l k WOY13 PHONE, FAX, j-ina-Mao - Finance Dept./ cot Payable 1(408) 777-3=)' EMAIL ADDRESS: a C, vvr4i i <o r% CUSTOMER LOCATION DEPARTMENT NAME KEY CONTACT: PHONE: City of Cupertino - City Attorney's Office Cheryl Mannix-Smith (408) 777-3405 LOCATION ADDRESS' FAX' EMAIL' 20410 Town Center Lane, Suite 210 PHYSICAL LOCATION DESCRIPTION' METER CONTACT. PHONE: CITY' STATE: ZIP CODE' Meter Email 0 0 wheulmftuped no,Q[Q EQUIPMENT -C-0-VERED - M E .Jej Nv"' Sharp MX51 11 F AGREEMENTENTITLEMENT L 117 YES YES YES YES YES YES YES YES NO 2/13/2013, TOTAL BASE CHARGE No Maintenance charges are part of COMMENTS: $ Lease Payment (Yes/No), billed quarterly in arrears with current city Sharp m/a fleet BASE CHARGE FREQUENCY METER FREQUENCY AUTHORIZING CONTRACT NUMBER: QUARTERLY B/W MFP RATE VOLUME OVERAGE BASE Min BIW Pmt PURCHASE ORDER NUMBER: $ 0.0045 $ 0.0045 $ $ COLOR MFP RATE VOLUME OVERAGE BASE M[ri Color Pmt Initial Here I have read and understand our obligations under the terms 77 conditions stated herein, and on the reverse side thereof, as the only agreement pertaining to the equipment hereunder. No other agreements:,' $ 0.045 $ 0.045 apply unless expressly noted on the face of this agreement or in the Jed above. I understand a[I meter counts are based on 8,5 -7- contracts specified 7, 77, B/W PRINT RATE VOLUME -M x I (minimum) n] m u rn) s In g I s sided d i m a ges unless os s c th erwise noted. E:r -v� 1� TN COLOR PRINT RATE VOLUME Initial Here . 7 . Customer has declined maintenance coverage at this tune. The CUStoMer understands obtaining maintenance coverage later may Incur charges In addition to the normal maintenance charges and has been informed as to $ F the current time and material billing rates. PRINTED NAME do TERMS (Months) AGAGATE cbINSOLIDATE MASTER CONTRACT NUMBER CUST PlffTR SIGN DATE r. Page I of 2 MAINTENANCE AGREEMENT EEI Ei T TERMS AND CONDITIONS 1. GENERAL SCOPE OF COVERAGE Thfs Agreement covers bolh [he labor and Ilia material far adjustments, repair and replacements of pars ('Maintenance') as required by normal use of the equipmenl Wenlffed on tha front page of this Agreement (°Equlpmenl')- MAn Ian ance does not cover charges for fnstalladon, relocating or de- installation of the Equlprenl. Service necessary to repair damage la [he Equipment caused by misuse, abuse, negligence, el[achment of Lin autharfzed components, accessories or parts, use of substandard facsimile (thermal) paper or subslandard supplies, other causes beyond the conlrol of S138 or such causes which would void the Equfpmants' warranly are not covered by fiJs Agreement. Any such repairs fdentlfred in the proceedfng saiitence shalt be separately billed to customer and may lead to [he termination of [his Agreement, In addition, SBS may terminate this Agreement if the equipment is rnodffied, damaged, altered cf servinad by personnel other than tha S8 S Authorized Personnel, or if parta, accessories or oomponents not meatfrrg machine specifications are killed Io the Equipment. Ma[Menarice sha!li riot cover ch arges for repairs needed as a resull of Ouslomer or third par [y modificalions [a software or hardware. . MAINTENANCE VISITS Maintenance vIMls wilt be made during standard weekday b ainess hours al the address shown on rite first page of this Agreement, Maintenance visits requested for holidays, waskands or after s land ard business hours may rasW1: in additional charges far travel and Iabor pursuaril to SOS's standard overtime rates in affecl at the firne Maintenance visit, SBS will not connect, disconnect, repair or o(herwlse service non -Sharp approved a112chmenls, components or aoceesorfes. Customer Is responsible for dfscannectfng and reconnecting non -Sharp approved a11achments, compononIs or accessories, Maintenance performed during a Mainlenance vfsil includes lubriaaVafl and cleaning of the Equipment and the adjush6n1, repair or replacement of parts described below, 3. REPAIR AND REPLACEMENT OF PARTS ExcepL Photoconductors (i.e. copy drums), all parts necessary to the operation of [he Equipment requiting replacement due la normal wear and [ear, subject to the general scope of coverage, will be Nrnished free of charge during a service tali. Coverage for Rho[ocenductors may also be ob[aimed for an additlanaf fee if selecled on the first page of this Agreement, 4. MAJOR REPAII RS AND UPGRADES Major repairs resuIlfng from misuses of the product, overall failure of the Equipment resulling from ilte normal end of life cycle of the Equipment acid other repairs requiring more than cus torn ary repair and part rep IaaemenIs (' Overhaul°) shralI not be considered covered Maln ten Roce. Should, In the opfnlon of SBS, an Overhaui be necessary for the Equipment to be fn working condilion. SIBS 41 submit to the Customer an estimata of needed repalrs and lhefr addJtlonal cost. If the CuGtomef does not authorize such Overhaul, SOS may, a[ ils option, disconlinua Maintenance of the Equipment under thhs Agreermen[, Thereafter, SBS may make service available on a 'Per Call' basis based upon SOS's standard rates in affect at the lima of service, 5. USE CF SBS SUPPLIES CUstomer Js not obligated to use SBS approved aupplfes under (his Agreement, it, however, the Customer uses other than SBS approved supplies (other than paper) and such supplies result, in SOS's reasonable judgment, additional Main fen anno, then SBS may, at its option, assess a surcharge or lerrnln ale Ibis Agreement, If SBS terminates this Agreement, SBS may make service available on a 'Per Cali° basis based upon SOS's standard rates in effect at the time of service, 6. SUPPLIES Supplies selecled, if any, an the front of this Agreemen€ {`Supplies'), shalJ be included under this Agreement. SBS will provide such, safer €ed Supplles to the Customer based upon normal yields. Supplies prevfdad are for use with tha Equipment covered by fhfs Agreamten[ only and are nol for rasa le or for us 13 with other equipment. if the Customers usage of the Supplies exceeds the normal yields for the Equipment being serviced, SBS will invoice and the Customer agrees to pay, for 1110 excess supplies al Sf3S's currant retail prices than 1 affect. SBS reserves the right to charge for supplies and frefgh1. Normal yield Is defined as the published fndustry standard yield for the product rmodei covered under this Agreement. 7. ELECTRICAL REQUIRMENTS Jn order to insure oplImuin performance of the Equlpmenl, Customer must comply with all Sharp required electrical spedf[catian, including but not timfted to use of designated circuit acrd oullets and required voltage requfremenIs. These power standards are requIfad by UL and /or local safety regulations. B. CHARGES The initial charge for Malritenwice under this Agreernen[ is non - refundable and shall be the amount set forth on the first page of this Agreement. The annual maInlenanoo charge with respact to any renewal [erm will he Iha charge in effacl at the time of terra rane al. u%lorer shall be charged according to the payment cycle indicaled on [fie front page of this Agreement. Customer shall pay all' charges wlthfn ten (10) days of Ilia data of the SBS Invoice. fast drre amounts shall accrue Weraet at a rate of 1.5% per month. If any Equipment which is subject to IhJs Agreement, or any renewal hereof, fs moved [o a new SBS service Iarri(ory, SBS shall have [ha option of ch>argirtg the Customer an amount equal to the difference in the published terrilory (ors a pro rata basis ). If auch>I aquipm oil [ Is moved beyond any SBS service terri[ary, S 13 reserves the right Io cancel this Apraernent, upon written no €ice to the Customer, or SSS may charge (and Custom arheralay agrees to pay) a fair and reasonable upcharge for continued service. In sa doing GBS may [ake Into account Ilre disfanoe to Customer's new Jccallon and SBS published rapes for SOS's `Gore and materials', 'Par aJl` service. SBS reserves the right to increase and /or other hse modify its servfca rates and service on aach ann Iva rsary data of this Agreofnian1. 9. METER READING Customer is obligated to provide meter read hg(s) In a timely manner upon request. If the Customer fails or rafuses to provide he meter reading fn a timely manner, SBS may aslImate Iho reeler based upon pravious billing and service meter readings. The estimated reeler will then be applied in the same m@rinar as if the metes had been suppffed by (ha Customer and the Cuslamor agrees to pay any overage charges Ihat may result from the estimated mater reading, 10. TERM This Agreefinent shall Became affeolive Upon S 138's recaipt from Ctrs [Omer of the Initial rran- refundable mninWn=;9 charge, as se forth on the 1imt paga of this Agrearnent, or for such Cus(arners that are Io be bill ad in arrears, upon the date indicated In the "Start Date" portion of th e first page of Ibis AgreemenL. The lean of this Agreement shall be as specified on the face page of lliis Agrrtemont. IN Agreement shall autamatically re.riew for additional one year periods unless sillier party pravidos 11he other aix[y (8 0) Mays wrI €ten nolica of €erminaHan prior Io tha and of the inilisl term, or any renewal term hereunder. In this even[ Thal Cuslomer reaches or exceeds the allowance, as specified on ibis first page of this Agreement, prior to the expiration of the iniflaI term, or arty renewal [erm Linda this Agreamon1, Customaf h are by agrees to pay SBS [he SBS excess maker rate then in effecI and same shall apply Io all of Customer's excess meter amounts, through the end.af the lerm of This Agreement. For this Agreement (net CPC leases) Wher early shall have the right during any renewal [erm, or during any second or Ihird term of a multi - terry} agreement (If applicable) to lerminale this Agreement upon sixty (60) days prior to wri[i$n police to the other. 11. EVENT OF DEFAULT AND TERMINATION The Customer's failure to pay any amount due under Ili 1s Agreernentr or breach of any othor obligation harei +7 shall west tu[a an Evan[ of Default, Upon an Event of Default, SBS may, In [is dlscralion lake any one or more of the following actions; (I) cease performing all Mafrrlenance or arty other servfoe under [his Agreemenl; (iJ) fumfsh Maintenance or service upon a prepald,'Per Call' basis; andlor (iii) terminate this Agreemenl- Cus€omer shall be obligated ld pay any amourr(s drre and owing to 8 B wi[htifrt (10) days of the ex,plrallan or termination of this Agreamerrt, Customer, upon payment of all such amounts due, shelf fhereafier have no further liability or obligatfan to SBS whatsoever for arty further fees or expenses arising haraunder. In the event SBS terminates Ihis Agreement because of [he breach of Cus[amer, SBS shall be entitled to payment for work in progress plus reirrkbursement for out -of- pocket expenses, 12, INDEMNITY Customer shall fnderariffy, save and hold SBS, its affiliates, officers, directors, shareholders, employees, agents and rep resentalives and its and [heir successors and assigns ('SBS Parties") harrnfess from and agaln91 any liabifi[y, loss cost, expanse or darnage whatsoever caused by reason of any breach of 1h Is Agreement by Customer OF by reason of any Injury, whether to body, property or business or [o any other person by reason of any act, neglact, omissfon or defaull by Cuslorner. Cus[orner shall defend, at its sale and absolute cost, any action to which Ihis indemnity shall apply. In the evert Customer fails to defend such action SBS may do so and recover from Customer in add!UQi, all casts and sxpensesr including, a[torneys' fees In connection therewith. SOS shall ha an Wed to recover from Customer all casts and expenses inciudfng without Iiarrl[a0n, attorney's fees and disbursement, incurred by SBS In conneclfon with actions taken by SB8 or its representatives (I) [a enforce any previsfon of fhfs Agreement; (li) to affeol any payments or colleotians proulded for basin; (Iii) to insGlu[e, main[aln, preserve, enforce and foreclose on SOS's security in Wes l In a lien on the goods, who [her through judiclal proceedings or otherwise; or (N) to defend or prosecute any ac[fons or proceedings arising a u I of or relating [o any SBS Iran saclions with Customer. The foregoing provisions c this paragraph 11 shaft survive the terrnfnalion or expira[Iori of this AgreemenI to the ex [on( perml[led by Law, 13, ENTIRE AGREEMENT This coas Mutes the enlire Agreemenl between the parties refaling to the subject matter hereof. Any modificallons to this Agreement must b in writing and sfgned by both parties. 14. SUCESSORS AND ASSIGNS; TERM[NATION Neither party may assign lhis Agreeme€ l: or any of its rights or obligations haraunder, wlthaut the prior written approval of the other party, which wJll not he unreasonably withheld, except that ei(her party may assign i(s obligations and rights to a wholly awned subsidiary, parent corporatfon, or entity under the same ownership, operalon or cwl.rol. 15. S EVERABILITY if any provisfom In this AOraemenI fs held invalid or unenforceable by a bad of competent jurisdiction, such provision will be construed, lfmited or, if necessary, severed to [he extanl necessary to ellmhate such InvalfdIty or unenforneabiifty. The Parties agree to nago[iate in good falth a valid, enforceable subs(iteta provision that most nearly affects the Partles' original in ten I in entering into lhis Agreement or to provide an equitable adjustment in the event no such provision can be added. The other provision of this Agreement shall remain [n full force and effect. 16, COUNTERPARTS AND FACSIMILE SIGNATURES This Agreemenl may be executed In several counterparts, each of which shall be deerned to be an original and all of whfoh together shall ccnsli[ute one Agreement Wndhig on all parties hereto, notwithstanding, that all [he parties have not signed the same oounlerpart. A faxed sfgnaluro of this Agreement bearing author[zed signalures triay be treated as an original. 17. WAIVER OF JURY TRIAL ALL PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY, 18. JURISDICTION All parties hereby cons a•nt to he axclusiva Jurfsdiolion of Iho Federal Courts Jooaled in Santa Clara County, CaIIfornla and the State Courts located In Santa Mara County, C aIIfornfa in any proceeding arising out of or relating to this Agreemen1. 19. LIM ITATION OF UABiLJTY To tha extent permfited by Law, In no evert sl}ail SOS be Diable to Customer far any special, In* antal, con sequon0al, or indirect damages, loss of business profrts, business InLarruption, loss of business information arising out of [he inability to use Ina Equipment. The Customer acknowiedgas I!hat fhe Maintenance provided by SBS Is for the machanieni maintenance of ilia Equipment only, and ihat this Agreement does not cover any software, networking or any other connectivf[y or functionality maintenance, services or support, 20. FORCE MAJEURE SBS shall nol be liable Ie Customer for any failure or defay caused by events beyond SIBS's contral, including, wfthau[ 141at[en, Cuslorner's failure Io furnish necessary information; sabotage; failure or delays In (ransporlallon or commun[calIon; boycotts; onibarcJoee; failures or subs [J Won 8 of equlpmiant; labor disputes; accidents; shortages of labof, fualr raw materials, machinery, of equfpmenl; technical falluras; fire; storm; flood; earthquake; explosion, acts of the public annmy; war; fnsurrectfon; riot; public disorder; epidemic; quarantine restrictions; acts of God,, acts of any governmant ar any quasi- governmenial authcrfly, ill drumen[alily or agency. 1. NO WARRANTY SO S DISCLAIMS ALL WARRANTIES, E PESS OR IMPLIED, INCLUDING ANY IMPLIED WA RRA NT I ES OF MERCHANTABILITY, TECfiNi AL CC M PATAB I L ITY, FITNESS FOR USE, OR FITNES8 FOR A PARTiCULAR PURPOSE. 22, INSURANCE If the Customer is leasing the equipmenl, the Cus [Din or shall obtain and malnlain, al its own expense, insurance relating to cfsirna for injury and�or properly darn au a (fn cluding commercial gefioral liability insurance} bawd an [is use of the equipment, heads and machinery.} Page 2 of 2 r LETTERwith Equipment Return fir Version Date: Manua 22, 2013 SHARP SIBS SYSTEMS' 1 {x This will confirm the agreement betty n Sharp Bui the systems °`BB " `" and City of Cupertino ustom'e'r' or "You "' that SIBS will provide Customer with payment in the mo t of $90.00 in conned lore with Custornerp s lease No. 1210624 -10133 ML ("Lease"), , between Customer and Ricoh oh U A, Inc. "Leasing o pa - yam... , e e urp i nt set forth below ("Equipment"). However, it is agreed and understood that any and all past, current or future financial obligations or money owed on the Equipment will remain the obligation of Customer, including any and all fees, taxes, changes and expenses not otherwise negotiated between the p rtie .As an accommodation to the Customer, SBS will return the listed Equipment to the Leasing Company. In order to do so, Customer must provide BBB with the return authorization " "R/A"'} from the current Leasing Company. it is the Customer's responsibility to request an I A from the Leasing Company on a timely basis per the terms and conditions of the Lease. Upon B rs receipt of the l /A, we will ship the Equipment, at our expense, to the location specified in the 1 /A. Customer acknowledges SBS reserves the right to use a third party to administer the lease return process as well as slap the custornerrs Equipment. Customer acknowledges failure to do any of the before mentioned actions will result in additional charges as set forth in the Leese that will be Customer's sole responsibility. By signing this document, Customer acknowledges than Customer remains liable for all of its obligations under the Lease and that BBS assumes no financial or legal liability for the Equipment. Customer further agrees to indemnify SIBS and hold SBS harmless from all less, cost, damage or expense plus reasonable legal tees incurred by SBS in the evert of any claim made against SIBS by the Leasing Company or otherwise: arising out of or relating to the Lease of the Equipment. 51F 1 11 11111401 MON A .EASE #: LE ASING COMPANY 1210624-1018377ML USBANK DLL GE CAPITAL LEASE END, fT� SAP fTAL "H x r •r t: • ''s - -: ,.- . -. -. .,:.'- .....- .4, .. .'>,. rr ..- - ,.t •- - 'i 's.'- 7 s:r" 'r;- y- c'*'- '• ' -K - a• %: L vk: ..y .:... .. ,. ' ..'r. ,. ., -.. t ,..,.t ,. .. ,�.k, •. ," :;t. + {. f'.= }:*l r,�:r C -t Yi - -' }: ~•5- ' 1, iy •''-. � . :t. r y i�' -s,r .`,:r =:J '' t -4 .r I '[ t.. -' : - - •- ... -.t. ,- ..tom. -. - '- ,..:, -- - :r..r- �[� _t'.:! .1=,!�:`..7t -t* ]]�� Ricoh copier MP2550SP M6695100993 Ricoh docsend C00017799 SHARP BUSINESS SYSTEMS REPRESENTATIVE Page I of 2 DATE c,(i� TITLE !]ATE B G PLAN Corporation IS SUE DATE {VIM /0D /Y ) C'ERTIFIC'ATE OF COVERAGE 771972012 rR ; A� 1 II Insurance ► I'vl `I'klI OEEI't'I�'IC�#.'1'E I ISSUED ,� A �4I�i7'T'ER 0�` II�F'OAIATIO�I Ol�LY Alai} 00]'�FEI i NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, 100 Pine Street, 11th Floor EXTEND ORALTER'rHE COVERAGE A FFORDED BYTHE [POLICIES BELOW, San Francisco, CAI. 94111 415/403 -140 COMPANIES AFFORDING COVERAGE PROVIDER: ABAG ABA PLAN CORPORATION ION MPA.I P, 0, BOX 2050 _ A ABA PLAN Corporation OAKLAND, CA 94604 -2050 COMPANY 510/464-7969 - , _III Ins. Co. Of The State of Pennsylvania Covered Party. Cupertino COMPANY Lexington Insurance Cowan City Hall, 11300 �V�R Avenue CuRerfino, CA 95014 TRIS IS TO CERTIFY THAT C0VERAOE AGREE NTS LIFTED BELOW HAVE BEEN ISSLfED TO THE INS UILED FAMED ABOVE FOR THE PERIOD INDICATED. NOTWI'T'HSTANDING AMY REQ UiREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTiWR D CUMr --N ` WITH RESPECT TO WI4ICH 7TIHS CERTWICATF MAY BE ISSUED OR MAY PERTAIN, THE COVERAGE AFFORDED B Y THE F0LI C IES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSI0NS AND C0KDITIONS Or SUCH AOIHE$MENTS. POLICY POLICY LIABILITY. co TYPE OF COVERAGE POLICY NU B�I EFFECTIVE EXPIRATION EAC ° LTF DATE DATE OCCURRENCE AGGREGATE GENERAL LIABILITY CAL 2012 -13 7/01/2012 7/0112013 Combined $5,0001000 y COMPREHENSIVE POD. Sirs ie •l - Limit � � PRODUCT/ 1 L 111 JJ .Y I } COMPLETED OPERATiONS MI PRISE /OPERATIONS '* 3r UNDERGROUND E CPLOSI N &. COLLAPSE HAZARD 5 , I { I CONTRACTUAL ` T BROAD F01W T PROPERTY DAMAGE r. A AUTOMOBILE LIABILITY GAL 2012-13 7701/20/2 7/01/2013 Combined ��,� Single Y ?� ANY AUTO Limit - x -- ALI., OWNED AUTO L r s} F RENTAL 1 LEA S€; AUTO _ NON- OWNED AUTOS AA.E LIABILITY B Excess General &. Auto Liability 6907982 Public Official's E&O 6502580 7/01/2012 7/01/2013 C L $1010009000 710112012 770112013 CSL $10,000,000 610,000 #000 10,0001000 C PROPERTY INSURANCE 011660424 X PROPERTY 1 SPECIAL FORM 7/01/2012 7/01/2013 C L $ 25,000,000 PROPERTY (per schedule) I #3Ii�ERIIEY BOILER &. $25,0009000 MACH DESCRIPTION: Geiieral liability includes Personal Injury and Public Officials' Errors and Omissions Liability. This Certificate is issued as proof the above -named Covered Party is wi active member and in good standing with coverage as indicated above. CERTIFICATE HOLDEN. CANCELLATION De La e Lander Public Finan. ce and /or its Assigns Attention: II I1 Old Eagle School Road Wayne PA 19087 SHOULD ANY OF THE ABOVE DESCRIBED IBED AGREEMENTS HE CANCELLED BEFORE THE EXPIRATION DATE THERE0F, THE PRO V IDE,f /PROV11)EE WILL ENDEAVOR TO 11rWL 30 -DAY WRITTEN NOTICE TO THE CERTIFICATE HOLD ER NAM ED TO 'I HE LEFT. HOWEVER, FAILURE TO MAIL SUC14 No'X "NCI!, SIlAI,1, IMPOSE NO 0BLIOATION OR LIABILITY OF ANY 1 ND UPON THE COMPANY, ITS AGENTS OR R EPRE, SENTATIVES. James Dili, PLAN Risk Manager ABAG PLAN COI'Dor Lion Administered by the OAssociation of Ray Area Governments ASSOCIATION OF BAY .RE, . GOVERNMENTS OABAG X41 Corporation P.O. Box 2050 Oakland, Califomia 94604 -2050 (510) 464 -7969 ADDITIONAL COVERED PARTY ENDORSEMENT THIS ENDORSEMENT CHANGES THE CONTRACT Please read it ly! a dor ment Effective: July 1, 2012 -June 30,2013 Entity: Cupertino Additional Covered Party: De Lage Landen Public Finance and /or its Assigns Description of Operations or Facilities: Tae La a Landen LLC and /or its assigns at I I I I old Eagle School hoard, Wayne, PA 19087 as Loss Payee and Additional Insured, respectively. The equipment location i's at Cupertino City Hall, 10300 Torre Avenue, Cupertino Chi 95014 ASSOCIATION OF BAY AAA GOVERNMENTS OABAG N Corporation P.O. Box 2050 Oakland, California 94604 -2050 (510) 464 -7969 The definition of Covered Party is amended to include any person or organization the Entity is contractually obligated to include as an additional insured-, and for which a Certificate of Coverage has been issued and is on file with ABAG PLAID Corp,, with respect to Bodily Injury, P e rso n a I Injury and Property Damage arising out of the Entity's operations or--premises owned by or rented to the Entity. The coverage provided to the additional Covered Party does not apply to any liability occurring after those operations or use of premises have ceased. Coverage applies only to the vicarious liability of the additional Covered Party for operations or services described its the contract with the Entity, No coverage applies to liability arising from the sole negligence of the additional Covered Party. The inclLIsIon of more than one Covered Party under this policy shall not operate to impair the rights of one Covered Warty against another Covered Party and the coverages afforded by this policy shall apply as though separate policies had been issued. to each Covered Party. The inclusion of more than one Covered Party shall riot, however, operate to increase the limit of ABA. PLAN orp,'s IiabiIity. A Certificate Holder shall riot, by reason of theit inclusion under this policy, incur IiabiIity for payment of premium for this policy. If required by contract, any insurance carried by an additional Covered Party which may be applicable shall be deemed excess and the Entity's coverage primary notwithstanding any conflicting provisions in the Entity's policy to the contrary. The limit of coverage for the additional Covered Party is the minimum amount acquired by contract or $ 5 million, whichever is less. In the event of anceIIation of the Entity's coverage, we agree to mail thirty days (ten 110 days for non - payment of prem ium ) advance notice of such ca.nceIIation to each Additional Covered Party. per certificates on file with ABA G PLAN Corporation. A[1 other terms and conditions in the policy remain unchanged. Authorized Signature: James Hill, PLAN Kish Manager Date: 7/19/2012 T�LA�. 51 3 9:3o a,— Kirsten Squarcia From: applep01 @naxppa01.wc.ricoh.com -C" 1 Sent: Monday, April 30, 2012 11:48 AM To: Kirsten Squarcia Subject: Ricoh Customer Request AcknowledgementCe�.h r'.oKk on w`y This is an automatic acknowledgement directed to the notification e-mail address provided. US ' Information regarding the request is shown below. Service Request # 15971848 has been closed. Please reference this tracking number in all communications with Ricoh. If you have questions regarding the resolution of your request, please contact Customer Service at (888) 742- 6406. The Details are as follows: Call Center !MIDSOUTH Submitter Group CSC Inbound Call Team Customer Name 3CITY OF CUPERTINO Customer Account Number '1261309 Contact Name ;Kirsten Squarcia Contact Phone 4087773223 issue# Dispute Problem Invoice Details Classification Code Flnvoice# Invoice 1 Contracts Terminated Amount 4150714271 $ 984.72 Invoice 2 ! Contracts Terminated Invoice# Amount 15071438; $ 1564.72 Thank you, Your RICOH Customer Care Team i ,Equi CUPERTINO February 5, 2013 OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVENUE - CUPERTINO, CA 95014-3255 TELEPHONE: (408) 777-3223 • FAX: (408) 777-3366 Attn. Lease Administrator Ikon Financial Services/GE lease administrator Fax # (513) 985-8674 buyouts@leasingconnection.com In reference to the Ikon lease of a Ricoh MP2550SP copier - customer # 1210624- 1018377ML; we wish to notify you that we do not intend to renew the lease at the end of the term. Additionally, we would like you to submit at your earliest convenience, any final cost to end the lease - effective by the end of February 28, 2013. Also, please send us return instructions - if applicable, for the equipment. This machine is located in our City Attorney's Office located at: 20410 Town Center Lane, # 210 Cupertino, CA 95014 Please process this information expeditiously and provide all costs as noted and thank you for your immediate attention to this subject. Regards, Kirsten Squarcia City of Cupertino Office of the City Clerk 1507913000 TRANSACTION REPORT P.01/01 FEB/05/2013/TUE 04:49 PM FAX (TX) #0 01 FEB/OS 504R48PMT915E39858674—�0M00?34 PAGE MEMORy0TE0K EcmT07331 February 5, 2013 OFFICE OF THE CITY CLERK CITY HALL. 10300 TORRE AVENUE • CUPERTINC, CA 95014-3255 TELEPHONE: (408) 777-3223 • FAX; (408) 777-3366 Attn. Lease Administrator Ilton Fiuiancial Services/GE lease administrator Fax # (513) 985-8674 buyouts@leasingcorLiiectioii.com In reference to the Ikon lease of a Ricoh MP2550SP copier — customer # 1210624- 1018377ML; we wish to notify you that we do not intend to renew the lease at the end of the term. Additionally, we would like you to submit at your earliest convenience, any final cost to end the lease — effective by the end of February 28, 2013. Also, please send us return instructions — if applicable, for the equipment. This machine is located in our City Attorney's Office located at: 20410 Town Center Lane, # 210 Cupertino, CA 95014 Please process this i1-doxmation expeditiously and provide all costs as noted and thaj* you for your immediate attention to this subject. Regards, Kirsten Squarcia Page 1 of 2 IKON Office Solutions 1516 W 17th St Tempe AZ 85281 www.IKON.com Return Service Requested Customer No. : 4225178 2003 I1111VIIIVIIIHIR11111 ATTN: ACCOUNTS PAYABLE CUPERTINO CITY 20410 TOWN CENTER LN STE 210 CUPERTINO CA 95014-3230 INVOICE 36MM zoo9 1 179mz— Document Efficiency At Work.' A RICOH COMPANY Invoice No. :5011226208 Invoice Date:28-Apr-09 Terms :10 NET P O No. Contract No.:1957049 Modifier - Federal Id :23-0334400 For any questions, please call 1-888-456-6457. We appreciate your business. This is a summary of all charges on the invoice. Please refer to supporting pages for details. Invoice# 5009301567 Has Been Credited. The Credit Memo Is 5011227214. Contract Terminated - Equipment Returned Subtotal : 455.32 Sales Taxes 12.64 Total Amount Due 467.96 ........................__......................... ... -- ..-- _..................... ........... -- ..---.._......................................................................... .......................................... ._.- -------- Important: Detach and Return This Portion With Your Payment To ensure proper credit to your account, please CUPERTINO CITY INV# 5011226208 write your customer and invoice number on your check. 20410 TOWN CENTER LN #210 OUST# 4225178 ❑ Address correction requested. (Please complete reverse side) CUPERTINO CA 95014 State and Local Government 1 `A�: Master Agreement V Document Efficiency CUSTOMER: w ram a snuvwrry Number: Full !regal Name CU ertino Ci of Address: ! 0300 Ttxre Av aur•_ Cupertino 'l II Q -7 -7 State: Ca Zr_ 95014 crntacl Dori -E,,q ir6t S phone: —qD�$ f11-749 !'7.3 14 O Facsimile Number: l 11 ! ! -3 4 0 j E-matiAddress- 1) D r i G © 4:- � � � . � 6'1C,� "this Master Agreement C'MasterAtreemenq has been written in deal; t Ow automS as eindicated above, When we use the words -we. `us', rr `eu�' in this Maz��i� �o we use the words "you'. your or-Cttstomm' in ft Masser Agreement, we mean you, Parfway, Malvern, pA 1935s. tu grcow@t w,3 meow rwf4 Office Solutions, $c. Our corporate Office is located at 70 Valley Stream 1. Auwin-ed We agree W rent to you, and your agree to rent fmm us, su ecu to the terns of this hipster Agreement, the personal and intangible properly dexnbed in any equipment schedule (a "Schedule") executed by you and us and inemporating the temps of this }vfastex Afi>•ueot by refaeaca Each Sdreoduk sinaII be separately enforceable u a lete and indcpetudmr¢agreanen{ independent of elf other Schedules to this Mast r AgrBea, tenC The Personal. and intmglbk property desedled on a Schedule (togeaher with all attatt3mtrnts ran wba Perls, tih,tions, additions, repairs, and acces rie, ineurpord,,d in a will affixed to the collect' -4 propeproperty`and say license or suhacdption rights associated with doe be eettvrefinedtoas`Product'.Themauufactweraud/orvendorofthe propcitye duct shall be refcrred to as the "Vendor" To the extent the Product includes Intangible property or associated sett om such as Pwtodie saft'are licenses std and subscription rigf data box such intangible property shelf be=Rrred to as the "Sooawar4 2 l ed5eles,Z&,uav and A«mtanc* Each Sebml de @hat iucorl We this Master AgreeY Trent shall be governed by the tams and conditions of this Mae= Ag tratem, as wen as the terms and eoudraom tet fouls in such individual Schedule. The terminatio¢ of "a Ihia MasterAgrOuntntwillnot affe taeny Schedules executed prior w the cT*ar vo date of ttrmmation Whmyoureeeivc the Product, you agreeto inspect it to detcotninc it u in ed working crdet Sobedulad Payments (as specified in thea applicable in the product FPhoa See to sign &cd heejm to delivery and acceptance you agree to sign and return [o us a delivery and acceptance certificate (wipich. at our request, may be done electronically) within thrix bus u= days after arty Product is installed 2- Mt: Payicent= The. 1W-st sd'eduied Payment (as speeded In. the losable Payment will be due m the Efeetive Data The remain' applicable Schedule) same day of each sulpsoquent month, unless otherwise � �rn�aP wilt be due ed the If any Payment or other amount payable under speal ei an the id within t Schedule, the dao data you will e b �Y Schedule is not paid Into c tea days of of the avttdae P Y �• m addition m that payment, a opaline 1¢tc dnerge of 595 stip! table law) Yopayment (bat 'a no event greater than rhe mwdm m amouat allowed by TS ANUNCOND'foualso agre Ne that C rept as fly stated in Section, 19 below, Tins MONTERM JNDICAIEDONANT SCFMDULEToEEMENT THISAGI ACsREQGOR MEMi M&W meets to us are "nd'sad are not subject b ad olfor mdexiium g1CU � A[1 pay,- 4. Praduet lrsatiod ts. and EM= You will keep and use the Product mty at the prodt><t Location shown in the applicable Schedule. You will not move the product from the lop_ tion specified in tiro applicable Seheduio or make any fthm-atioes, addilom or napkesmeads W the Product without aur prior writum consent, which oonscat will net be unreasonably withheld At your own test tad &:Penx, yotz Will keep the product eligible far any man - good cert�ation as to maintenance and in compliance with applicable laws and m good condition, a meptfor ordinary wear and tear. You may elect to Provide mamr�e separabcly engage um to and support services pursuant to a separate agreement for such pur- Pose ("MaiutemanceAgre®cat") All alterations, additions or repla'coments will become Part uftbc Product and our property at no cosi or expense to its. We may inspect theproduct at any reasonable tmma 5- laxsand Fes. In addition to the payme= Under this MasterAgreentent, to the eatmt are not exempt under applicable law, you agree to pay all applicable tares, fce% and film costs related to the useof tbepmdoc{ m;er if bdled after the end of the IPan of this master Agreement or any Schedules. If we are required to rile and pay propertytax, you agree W reimburse urs Tf you are required b frit and pay the taus directly b the tar collxfor, the will m fy yolt 6_ WaranHK nee trasfer to you{ without rewasq for the term of each Schedule cry written warranties made by the Vendor or Snttware Supplier (as dedme d in Section 10 of this Master Agree mmt) with respect to the Product reated pursuant to such l>chexht10 YOU ACKNOUVLEDGE THAT WE DO NOT MANUpA� OR DESIGN THE PRODUCT YOU ACKNOWLEDGE THAT WE DO NOT RP ES MANTA FA=Mr' i. AND THAT YOU HAVE SELECTED THE PRODUCT BASED ON YOUR OWN JUDGMENr AN'D YOU HERP�Y AFFIR.MA37VELY DISCLALI2 RELIANCE ON A.'NY ORAL REPRESENTATION CONCERNING IM PRODUCT KLADE TO YOU However; if you enter into a Mainteaance Agreement with us with respect to any Product, no provision, clause or paragraph of this Master Agreement shall alto{ restrict, diminiah or waive the rights, rcumdiea or benefits that you may have against us under such Maintcnarce Agreement. WE MAKE 140 u&kRRANZY, EXPRESS OR IbLlPLIED, IMPLIEDOT D 110, THE ARPLANTIPSS OFT, Ts1ERCRANL4I31%IrY OR FITNESS FOR A PARTICU- LAR PURPOSE AS TO US FOU RUNT THE PRODUCTS `AS LS'. YOU AG£cEE IHAT; NOIVIr ISTAIh DING ANYT1IING To TBE CONTRARY WE ARP NOT RESPONSIBLEFOR, AND YOU WILL NOT MAKE ANY CLAIM AGAINST US FOR, ANY CONSFQUENnAJ_ SPECIAL, OR R DSTC r DAMAGES_ 7. Lou or DAM",e. You are responsible for any tbcf, destruction of or damage to, Oxo Product (colketivoly,1-oss^) from any =130 st ell, whether or not imared from Ura time of product delivery to you until it is delivered to in at the end of the Schrdnda You ru required to make all Payments even if them is a Loss. You most notify us in writing imm, diately ofany Less. Then. at our Optica, you writ either (a) repair the product so that i[ is in good condition end wadtiag order eligible for Lary numi facuTa,3 cert ficad Ua We antouots specifial in Seudon 12 below, or (c) rcpla= the pmduet with wn. Cb) it W u Pmcut nt similar ogre and capability from. m. 8.- liabit ro and i surance (a) To the extent permitted by applicable law. rhe par- ties to this M.-AmAgrxmeat will d fmd and hold each other harmless front all claim ecsbg mE of the death or bodily injury of any agent, employee or business imritce of the indemnified party or the damage, lass or destruction of any tangible property of the indemnified pady to the ezteat caused by the negligence or intentional ads cromLsions of the indemnifying pmgr (b) Becanseyou have We pmsmiou and control of the Product you are resPoasible for any damagq hye¢y or loss caused by (or to) the product resulrhng from the use, misuse or possession of the Product or, any accident or other• ctsuaity mlat- mg to thePZoduct We are rmponcible. for damago err i4jray to thud Pesam to the extent . the damage or i jury is caused by cur negligent acts or omissictm You agree to mairrtaiu annum! n im `u=n toot covthe Product for 'A lytic of loss, ineludmg, without limit theft, in an lea er than the full replacement value and you will name us as an addigonal katced and lass payee myour insurance policy. Such insurance will provide that we will begivem draty (30) days' advaouro notice ofany cancellation. You agree to provide ors with evidence of such instance in a foam reasonably saf sfaetary to us. Iryou arc sd€-insnted with resperx to the product(s),tons shall maintain during the term of each Scheduk to axis s 11 Agrecmeaiaself-insuratueprogramreasonablysatisfactnrytousandshallProvide to us evidence of such program. In the evert of loss or damage to the Product, you agree to remain responsible for the payment obligations tinder this Master Agreement until the payment obiigatiom accruily satis6al 9. TR=H in _ 9Uo are the owner of and will hold title to the product. (except for any Software! You will keep the Product free of all fleas and encumbrances. Except as reIlcded on any Scl od k, you agree that the Mester Agrecarert is a true rmtnL However, if any Schodtdc is deemed to be intcadod for security, you horcby grant to us a puuehase money sewritp interest in the Product routed by the applimble Schedule (mclud'eng any replacements, substitutions, additions, sai agents and proceeds) as ace wiry fo the pay- ment of the amounts under each Schedule, You'aeRhorim is to file a copy of this Mast Agreement and/or any sck xI de as a financhtg statement and you agree to promptly «code and deEve r to us any frnanrrvg stakmenaa ouveing the product that we may rea- sonably roquixcl provided, bowevcy thaLyou hereby authorize urs to filo any such financing dat"ent without your authentication to the extent Permitted by applicable kw. 10. So@ware or Intanelblcs To the extent that the Product inclucis Software or other Intan giblcs, you tndctstaod and agree that we have as right, titkor xuterest in the Software and You will comply throughout oho term of this Master Agreement with any license and/or Other agreement C'Smtware L.w=56^) entered into with the supplier a she Software ('Software Supplia'r You are responsible for entering into any Soilware License with the Software Supplier no later than the S$e csriveDam 11. DefaulL Each of -the following is a'Defautt" under this Master Agrceme t and all Schad u[es (a) you fail m pay any Payment or arty other payment within 30 days of its due date, (b) anY fepresentatloo orwaraauy made byyou in chis Master Ag eemeut is false or Wear_ feet and/or you do not Perform any ofyow other obligations undet this 1. faeterAgrcement or any Schedule and/or in any other agreement with us or with any of our aBnEatca and thin faibre continues for 10 days after we have notifiedyou of it, or (c) you become inmF.mt you dissolve or are dissolved, or you assiSu your assets for the beactit ofyom-cr,&toq or you file or have fillet against you any bankntptcy a reorpniratiou proceeding. 12 Remedies If a Default occ=. we may do one or more of the following: (a) we may caned or terminate this Master Agreement and/or any or all Schedules, or any or all other agreememCs [hat we have eateted into with yew: (b) we may require you to immediately Pay to us, w compensation for loss of oar bargain and not as a penalty, a sum equal to OL all Past due Payments sad all other amounts time due and payable uuder this Master Agreement or any Schedule, and (i) all unpaid Nymeuts for We renminda of the term of each Schedule plus our anticipated value of the Product at the end of the initial lean of SAY Schedule (or any renewal of such Scbedulej such unpaid Payments and anticipated value to be discounted to present vahw at a mte equal to 6% per year to We date of defaW t We agree to aPply the net Pcoceals (as specified blow in this Section) of any disposi- tion of the Product to the amounts that you nese us- (c) we may require you to deftrcr the product to us as seL forth in Section 14; (d) we or our reptpcutative may pc�cafZy Document Efficiency At Work" Product Schedule Number. State and Loot Government Master Agreement Number. This Image Management Plus Product Schedule ("Schedule") is made part of the State and Local Government Master Agreement ("Master Agreement'D identified on this Schedule between IKON Office Solutions, Inc. ("we or `4u") and. Cupertino, City of as Customer (,Yo -")- All terms and conditions of the Master Agreement are incorporated into this Schedule and made a part hmeaf. It is the intent of the parties that this Schedule be separately enforceable as a complete and independent agreement, independent of all other Product Schedules to the Master Agreement CUSTOMER INFORMATION Cupertino rity of Customer ($>71 to) 10300 Torre Avenue ttupertino Sant Clara Ca 95014 City County Customer Contact Name: t'RODUCT UESCRIPTION (--PRODUCTS"} Quantity PAYMENT SC I EDUiE State Zip Attomey's Office Product Location 20410 Town ('enter I ape #210 _ Address Santa Clara Ca 95014 City County State Zip Customer Telephone Number: Address: Make, Model & Serial Number Quantity Equipment Description: Malin, Model & Serial Number Minimum Term (mos.) 48 Cost Per Image $ Cost of Additional Images $_01 8 Guaranteed Minimum Monthly/Quarterly/Other Imago 1000/month Meter Readinoilling For Additional Images Monthly Quarterly X_Other _Annually Minimum Payment W,thout Tax S_Monthly Payment Due Quarterly x other Bi -Annually Advance Payment (with tag) $ Apply to Ise Payment ocher 22,C)40-- lax Exempt: [] Yes (Attach Rm=ption Certificate) Customer Billing itefesence Number (EO.#, etc) Addendum(s) Attached ❑ Yes (Check if yes and indicate total number of pages: _J TERMS AND CONDITIONS 1. The first Payment will be due on the Effective Date. The delivery date is to be indicated by signing a separate acceptance form 2. You, the undersigned Customer have applied to us to use the above-described items ("Products') for lawful commercial (non -consumer) purposes TMS IS AN UNCONDITIONAL, NON-CANCEI ABLE AGREEMENT FOR = M NEMUM TERM INDICATED ABOVE. If we accept this Schedule, you agree to use the move Pmdact(s) on all the terns hereof, including the Terms and Caaditions on the Master Agreemear, TMS WILL ACKNOWLEDGE THAT YOU HAVE RFAD AND UNDERSTAND TMS SCHEDULE AND THE MASTER AGREEMENT AND HAVE RECEIVED A COPY OF TT3LS SCHEDULE AND THE MASTER AGRFEAIEN '. 3. Image Charges (eters: In return. for the Minimum Payment, you are entitled to use the number of Guaranteed Minimum Monthly/Quarterly/Other Images. If you use more than the Guaranreed Minimum Alonthly/Quarterly/Other Images in any monthly/quarterly/other period, as applicable, you will additionally pay a charge equal in the number of additional metered images times the Cost of Additional Images. If we determine that you have used more than 20% over the mems cturer§ recommended specifications for supplies, you agree to NY reasonable charges for those excess supplies. The meter reading frequency is the period of time (monthly, quarterly, semi�nnnally or aaamally) for which the number of images used will be reconciled. The meter reading frequency and corresponding additional charges, if any, may be different than the AATmimum Payment fregaenty. You will provide us or our designee with the actual meter reading upon request If such meter reading is not received within 7 days, we may estimate the mrntber of images used. Adjustments for estimated cbarges for addi- donal images will be made upon receipt of actual meter readings. Notwithstanding any adja,tmeat, you will never pay less than the Minimum Payment 4. Additional Provisions (if any) are: CUSTOMER IKON OFFICE SOLUTION'S, INC Authorize Si er (Authorized Signer's printed name) Authorized Signer - (Authorized Signed; printed name) TERMS AND CONDITIONS The performance by IKON of the Services desmbed in this Work Order is subject to and shall be governed solely by the following terns and conditions: Customer engages rKON to perform the services described M this Work Order (&e "Soiree Changes to the scope ofthe Services shall be made onlyin a written change order Wed by both parties. IKON shall have no obligation to -commence wodc in connection with Bay ehaage until the fee andror schedule impad ofthe changed all -other appllmbleterms are agreed upon by both parties in writing BION shall provide the Services at the Customer location set forth herein or on a remote basis. In considaalim ofits Services hati mdq Customer shall pay IKON the Service fees in the amounts aad at the rates set forth above Customer shall. pay all amounts payable to IKON hm=der within thirty (30) days of the data ofthe irnmice submitted by IKON. If IKON undertakes collection or enforcement eff^ Customer shall beliable for all costs thereof: including, without limitation, reasonable amcmeys' fees andlate 8es. IKONmay suspend or temtirate Services far non-payment Customer shall be responsible for payment of amy applicable taxes ani'sing in camecdon with the transactions contemplated hereby (other than with respect m the income of IKON). Customer- sball provide IKON with such access to its fealitiM Rdwadm and system as maybe reasonably necessary for ICON to perform its Services. CRstumer acknowledges that MON's perfomhanee of the Services is dependent upon Castomeds timely and c5etive performance of its impatnabiiities herender. Utiles emmoctivityse viow are specifically identified in the Test and Description section ofthis Work Order as part of the Services to be pedmmed by IKON, ICON shall have no obligation to perform and no napdaml ifity for the connection of any hardware or software to my Customer network or system. IRON shad perform its Services in aprofessional maoner. ICON is not the mamtfactaa Of any ofthe software, tnols and/or pmdacts utilized in eoaaectieR with this Wodc Order. IKON shall, however, Stake available to Customer any wamhmties made to IKON by the manufidurers of the software, tools and/or produce uhli-2 by IRON in connection with its Savile here naa& to the ami transfeable aad without recourse E MEFT AS EXPRESSLY TET FORTH HER)sRq. IKON MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH THIS WORK ORDER AND THE TRANSAc noNS CONTEMPLATED HEREBY. IN NO EVENT SHALL IKON BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS WORK ORDER OR THE PERFORMANCE OR BREACH HEREOF, EVEN IF IKON HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IKONS LIABILITY TO CUSTOMER HEREUNDER, IF ANY, SHALL IN NO EVENT EX= THE TOTAL OF THE FEES PAID TO IKON HEREUNDER BY CUSTOMER. IN NO EVENT SHALL IKON BE LIABLE TO CUSTOMER FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF THE SOFTWARE. INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, OR DELAY OF DELIVERY OF SERVICES UNDER THIS WORK ORDER. IKON ASSUMES NO OBLIGATION TO PROVIDE OR INSTALL ANY ANTI-VIRUS OR SIMII.AR SOFTWARE AND THE SCOpE OF SERVICES CONTEMPLATED HEREBY DOES NOT INCLUDE ANY SUCH SERVICES. Except for purposes of this Work Order, IRON sb211 not use or disclose any proprietary or confideefial Customer data derived from its Savices here oder provided, however that IKON may use general statistics ruing to the Service so long as it docs not disclose Ste identity of Customer or make any reference to any inffan frau which the identity of Customer may be reasonably ascertained. Customer agrees that dunring the tam ofthe Savicds and fix a period of one (1) year after termination thereof; it shall not directly or indirectly solicit, hire ar otherwise retain as an employee or independent contractor any employee of ICON that is or was involved with or part ofthe Savices. This Work Orderrep=mts the aotim agreement behveem the patties relaling'to tbo svbjed matter hereof and supersedes allprior understandings, writings• proposals, reprcamtations or cor attmidxlions, oral drwiiam of ether party. This wakorder maybe amended mlyin writiog omcuted bythe authorized representatives of both patties. Any purchase order, service order or other Customer ordering doamnent well cert modify or affect this Work Order,as have any other legal e0ect, and shat serve only the pmpcee of idattifyimg the service ordered This Work Ckder rumy not be ttansfiaed or assigned by Customer- without the prior written consent of IKON. This Work Order shall be interpreted in accordance with the substantive raves of the Commonwealth of Pmnsylvania, without regard to principles of conflicts of law. The relationship ofthe parties is that of independmt ce&=ms. IKON shall net be responsible for and shall be ©catscd ham pet%saoz or have ieasonWe adrbfional periods oftime to perf® is obligations where it is delayed or prevented from pedormimg any of its obligations fes reasons beyond IKON s reasonable control, indvdm& without lin&0ficta, acts of God, natural disasters, labor disputes, stolon orunavailability bf sevices, peasant or materials This Work Orderis separately enforceable as a complete and independent binding ageement indepand6m of an other Wok Orders, if any. By signing, tine Customer acknowledges aced accepa the tams and condrtions of this Wolk Order, and cmf»s that the undersigned has the neressaty power and au thaity to enter into this Wark Order onbehalf of Casten• v. ,z,a.m : NIU �, 1%,16 l�G i 1 i1I®III I 1 OF 1 work order - US IKON Office Solagons, u4c. Document Efficiency Professional Services A Work." Base Eq Model # _ Base E Serial Emall Address of PS Re Date of Services: MP2550SP Customer must already be an IKON customer to use thPs form without being part of the SFP Bill ToCust No.: Pymt Method:. Ship To Customer No.: PO No: PO Date: Bill To Customer. Cupertino, City of Shlp To Customer. City Attorney's Office Address: 10300 Torre Avenue Address: 20410 Town Center Lane #210 City: Cupertino State: Ca Zip: 95014 City: Cupertino State: Ca Zip: 95014 Customer Contact Dorie Barras Title: Exec Asst to City Attorney Phone: 408.777.3405 IKON Sales Rep: Rosie Zepeda Phone: 408.546:2638 MPS/FSM/SAM/SAC SC: SG -c: SA/SSA: Descfiption of Professional Services Professional Ssrvices provided -W Task Professional Servicas Provided -2nd Task Connectivity - Seg 2 (21Fin:02erAafion Installation -IKON DocSend (up to 5 users) o Design and perform solutiplan o Installation and caYigualon of ScanStallon o Install and conrigure printslstcustomerin o Key operator bating of ScarZhflon connecting to their nehvo o InshnRaS res corfigua6on and end useruaining Desktop soth"re for o Inst9l and sehrp print Mver rdPPD's on up to tm (2) indcated number of users eons o TraNng Sim for eaBh amlonel5 users o Printer opernfortreining for lead operator ladminlstrator o End user training for print drNwrrPPD's for up to two (2) pergons Task WON Code OMD Code t PS-CONN2 yyPWY27 r?!y Price Ext price Nobel• 2 P t NU wPSY10 3 ji 5-001 1 5575:00 W6.00 Price Is abeeotylnduded in lease payment Total Price:rhft5800. WorkQrdw yore be eflect(re as err the da& of 0aa by beth nMl r and Centamer BY signing bebw, t1w radars igmed rsp m at d m wry are duly auMori-d to tater Imo ods Workorde m Ifefthdr rwpecace emcees, GUSTO' B. WON OFFICESOLUTTo. INC. am0' Nacre Title_ Tiflc Date: TERMS AND CONDITIONS The performance by IKON of the Services desmbed in this Work Order is subject to and shall be governed solely by the following terns and conditions: Customer engages rKON to perform the services described M this Work Order (&e "Soiree Changes to the scope ofthe Services shall be made onlyin a written change order Wed by both parties. IKON shall have no obligation to -commence wodc in connection with Bay ehaage until the fee andror schedule impad ofthe changed all -other appllmbleterms are agreed upon by both parties in writing BION shall provide the Services at the Customer location set forth herein or on a remote basis. In considaalim ofits Services hati mdq Customer shall pay IKON the Service fees in the amounts aad at the rates set forth above Customer shall. pay all amounts payable to IKON hm=der within thirty (30) days of the data ofthe irnmice submitted by IKON. If IKON undertakes collection or enforcement eff^ Customer shall beliable for all costs thereof: including, without limitation, reasonable amcmeys' fees andlate 8es. IKONmay suspend or temtirate Services far non-payment Customer shall be responsible for payment of amy applicable taxes ani'sing in camecdon with the transactions contemplated hereby (other than with respect m the income of IKON). Customer- sball provide IKON with such access to its fealitiM Rdwadm and system as maybe reasonably necessary for ICON to perform its Services. CRstumer acknowledges that MON's perfomhanee of the Services is dependent upon Castomeds timely and c5etive performance of its impatnabiiities herender. Utiles emmoctivityse viow are specifically identified in the Test and Description section ofthis Work Order as part of the Services to be pedmmed by IKON, ICON shall have no obligation to perform and no napdaml ifity for the connection of any hardware or software to my Customer network or system. IRON shad perform its Services in aprofessional maoner. ICON is not the mamtfactaa Of any ofthe software, tnols and/or pmdacts utilized in eoaaectieR with this Wodc Order. IKON shall, however, Stake available to Customer any wamhmties made to IKON by the manufidurers of the software, tools and/or produce uhli-2 by IRON in connection with its Savile here naa& to the ami transfeable aad without recourse E MEFT AS EXPRESSLY TET FORTH HER)sRq. IKON MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH THIS WORK ORDER AND THE TRANSAc noNS CONTEMPLATED HEREBY. IN NO EVENT SHALL IKON BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS WORK ORDER OR THE PERFORMANCE OR BREACH HEREOF, EVEN IF IKON HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IKONS LIABILITY TO CUSTOMER HEREUNDER, IF ANY, SHALL IN NO EVENT EX= THE TOTAL OF THE FEES PAID TO IKON HEREUNDER BY CUSTOMER. IN NO EVENT SHALL IKON BE LIABLE TO CUSTOMER FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF THE SOFTWARE. INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, OR DELAY OF DELIVERY OF SERVICES UNDER THIS WORK ORDER. IKON ASSUMES NO OBLIGATION TO PROVIDE OR INSTALL ANY ANTI-VIRUS OR SIMII.AR SOFTWARE AND THE SCOpE OF SERVICES CONTEMPLATED HEREBY DOES NOT INCLUDE ANY SUCH SERVICES. Except for purposes of this Work Order, IRON sb211 not use or disclose any proprietary or confideefial Customer data derived from its Savices here oder provided, however that IKON may use general statistics ruing to the Service so long as it docs not disclose Ste identity of Customer or make any reference to any inffan frau which the identity of Customer may be reasonably ascertained. Customer agrees that dunring the tam ofthe Savicds and fix a period of one (1) year after termination thereof; it shall not directly or indirectly solicit, hire ar otherwise retain as an employee or independent contractor any employee of ICON that is or was involved with or part ofthe Savices. This Work Orderrep=mts the aotim agreement behveem the patties relaling'to tbo svbjed matter hereof and supersedes allprior understandings, writings• proposals, reprcamtations or cor attmidxlions, oral drwiiam of ether party. This wakorder maybe amended mlyin writiog omcuted bythe authorized representatives of both patties. Any purchase order, service order or other Customer ordering doamnent well cert modify or affect this Work Order,as have any other legal e0ect, and shat serve only the pmpcee of idattifyimg the service ordered This Work Ckder rumy not be ttansfiaed or assigned by Customer- without the prior written consent of IKON. This Work Order shall be interpreted in accordance with the substantive raves of the Commonwealth of Pmnsylvania, without regard to principles of conflicts of law. The relationship ofthe parties is that of independmt ce&=ms. IKON shall net be responsible for and shall be ©catscd ham pet%saoz or have ieasonWe adrbfional periods oftime to perf® is obligations where it is delayed or prevented from pedormimg any of its obligations fes reasons beyond IKON s reasonable control, indvdm& without lin&0ficta, acts of God, natural disasters, labor disputes, stolon orunavailability bf sevices, peasant or materials This Work Orderis separately enforceable as a complete and independent binding ageement indepand6m of an other Wok Orders, if any. By signing, tine Customer acknowledges aced accepa the tams and condrtions of this Wolk Order, and cmf»s that the undersigned has the neressaty power and au thaity to enter into this Wark Order onbehalf of Casten• v. ,z,a.m : NIU �, 1%,16 l�G i 1 i1I®III I 1 OF 1 2/11/2013 8:09:10 AM FINANCIAL SERVICES Page 1 RICOH USA, INC. February 11, 2013 KIRSTEN SQUARCIA Cupertino City Of Attn: Accounts Payable 10300 Torre Ave Cupertino, CA - 95014 3202 RE: 1210624-1018377ML Quote ID :Q6361723 Return Quote for the above identified ("Agreement") with RICOH USA, INC. as identified on attached equipment list (the "Equipment"). Dear Customer, Recently you requested a return quote under your agreement with RICOH USA, INC. ("the Lessor"), identified above (the "Agreement"). As of the date hereof, the amount you will have to pay in order to return your equipment (provided that the equipment is returned in the condition required by your Agreement) and to satisfy your monthly payment obligations under such Agreement is described below: DESCRIPTION AMOUNT Property Tax $82.34 Sales Tax $7.09 Total Return Amount $89.43 Pursuant to your lease, Lessor is not obligated to provide a buyout quote until the end of your lease term. Lessor is willing to offer you the right to an early buyout of your lease upon and subject to the terms set forth above, which terms may include an early termination fee. These terms are binding if you accept this offer made by the Lessor. You acknowledge and agree that the buyout quote set forth herein includes our good faith estimate of property taxes that will be payable with respect to the Equipment during the remaining Term of your Lease agreement(s) and that we may realize a gain or a loss on such estimate. The above Total Return Amount is good until 03/21/2013. The above Total Return Amount only applies to the Agreement identified on this letter and does not include any amounts that you may owe to the Lessor pursuant to any other agreement, or to your local IKON Office Solutions, Inc. office (for example, for maintenance, supplies or any other charges) that may be required under your Agreement (if applicable). The Total Return Amount does not include any additional overage charges that would result from final meter reading (if applicable). You will receive an 2/11/2013 8:09:12 AM FINANCIAL SERVICES Page 2 invoice in addition to this letter for any such overages or other amounts. This letter will also serve as your invoice should you decide to return the Equipment and terminate and/or cancel your Agreement. If you do not elect to terminate your Agreement and return the Equipment, then billing will continue uninterrupted in accordance with the terms of the Agreement. If you do elect to pay the Total Return Amount on your Agreement, please send your check in the respective amount set forth above made payable to RICOH USA, INC., along with a copy of this letter to: RICOH USA, INC., Attn: Lease End, PO Box 536732 Atlanta, GA 30353-6732, or by overnight courier to: Attn: PO Box #536732, C/O PNC Bank Lockbox, 1669 Phoenix Business Parkway, Suite 210, College Park, GA 30349. If you prefer to remit payment via our automated check processing system, please call us at 203-749-6687 to make necessary arrangements. If you have elected to pay the Total Return Amount on your Agreement and return the equipment you will need to obtain a Return Authorization. Please contact us at 203-749-6687 with a fax number or e-mail address and one will be provided. Please give us a call if we can be of further assistance. Sincerely, Asset Management Manufacturer Model Address Serial Number Asset Number RICOH DOCSEND ATTN: ACCOUNTS PAYABLE C00017799 2908429 20410 TOWN CENTER LN STE 210 CUPERTINO CA 95014 3230 RICOH MP2550SP ATTN: ACCOUNTS PAYABLE M6595100993 2908424 20410 TOWN CENTER LN STE 210 CUPERTINO CA 95014 3230 3/29/2013 12:58:52 PM FINANCIAL SERVICES Page 1 RICOH USA, INC. March 29, 2013 CUPERTINO CITY OF ATTN: ACCOUNTS PAYABLE ,10300 TORRE AVE Please attach a copy of this letter to the inside and CUPERTINO , CA 95014 3202 outside of each box. ATTN: KIRSTEN SQUARCIA PHONE: 408-777-3223 FAX: 408-777-3366 Re: Equipment Return Item Seq No. Model 1 2908429 DOCSEND 2 290B424 MP2550SP Return Authorization Nbr: IK00178451 Customer Nbr: 1210624 Contract ID: 1018377ML Serial Description Location 000017799 ACCESSORY 20410 TOWN EFI DOCSEND CENTER LN SYS STE 210,CUPERTIN 0, CA -95 014 3230 M6595100993 DIGITAL/MULTI 20410 TOWN MP2550SP CENTER LN STE 210,CUPERTIN O,CA-95014 3230 Dear KIRSTEN SQUARCIA, Thank you for the opportunity we have had to help you manage your office equipment needs. Provided below are the equipment return instructions you requested for the lease referenced above. Please note that the return of the equipment is subject to the specific provisions as set forth in your lease agreement. If the terms of this letter contradict the terms of the lease agreement, you must return the equipment in accordance with the terms of the lease agreement. Return of the equipment will not relieve you of any financial obligations that may be due and payable in accordance with the terms of your lease. Please call 1-866-449-9343 if you have questions regarding any of the following: • Return of your equipment or equipment discrepancies listed on this return letter (exact match is required for return) • Buyout, Billing and/or Customer Service If you require additional assistance with the de -installation of your equipment prior to return, highly recommended for specific models such as a Canon IR110, a Ricoh Technician will be available to assist you for a nominal fee. Please call 1-888-456-6457 for further information. For your convenience, if you currently have excess supplies you wish to return for the equipment mentioned above, please place them with the equipment. The Transportation Co. driver will remove them along with the equipment. If you would like assistance with the transportation of the equipment, you can contact Specialized at 1-866-721-8299. If you choose to do a self return, see return address below: 3/29/2013 12:58:54 PM FINANCIAL SERVICES Page 2 • Warehouse Return Address: • International Copier Exchange - MO 4236 Rider Trail North Earth City , MO 63045 Tim Davis 800-933-2374 In addition, please read the remainder of this letter for further information about vour eauipment return Packing, Freight Charges, and Shipping: • It is your responsibility to pack the equipment in accordance with the manufacturer's guidelines. However, if you use Specialized for transportation and have Ricoh de -install your equipment, no further packaging is required. • Freight charges must be prepaid. Any collect or COD shipments will be refused, which may result in additional charges. Shipment by a company specializing in the air ride transportation of electronic goods is highly recommended to avoid damage to the equipment. • Please communicate all of your special requirements (stairs, no loading dock, etc.) to your shipper when making your transportation arrangements. Continuation of Lease Billing: • You will continue to be invoiced for lease payments until the equipment is received at the designated location and matched to our customer records. Please include a copy of this letter and a list of the equipment with each box returned. Missing / Damaged / Insurance: All equipment listed on the lease agreement must be returned including but not limited to hardware, software (discs), cables, cords, accessories, and manuals. If the equipment listed on the lease agreement is not returned, fees may be charged as specified in your lease agreement. • All equipment will be inspected and tested upon receipt to verify proper working condition. You are responsible for any and all damage to the equipment during shipment. • It is Your responsibility to insure the equipment for loss or damage while in transit. You are responsible for filing any insurance claims should the equipment be damaged during transit The equipment should be insured in an amount equal to $1,313.86. • If you contact Specialized for transportation, adequate insurance will be included in their quote IMPORTANT NOTICE REGARDING DATA SECURITY YOU ARE SOLELY RESPONSIBLE FOR SECURELY REMOVING ANY DATA THAT MAY BE STORED ON THE DISK DRIVES OR OTHER STORAGE OR MEMORY MEDIA ("STORAGE MEDIA") OF THE EQUIPMENT YOU ARE RETURNING. FAILURE TO SECURELY REMOVE ALL DATA FROM THE STORAGE MEDIA OF THE EQUIPMENT MAY SUBJECT YOU TO (1) LIABILITY TO USERS OF THE EQUIPMENT AND/OR (2) GOVERNMENT ACTION FOR FAILURE TO FOLLOW APPLICABLE PRIVACY LAWS AND REGULATIONS. You are also solely responsible for selecting an appropriate data removal and sanitization standard that meets your business needs. For your convenience, please reference Department of Defense (DoD) 5220.22M standard which is a widely accepted method of expunging data from magnetic media. We are not recommending any standard, and we are not liable for damages arising from your failure to comply with this provision. Please note that regardless of which standard you choose, you must return the equipment in full workinq order, as reauired under your lease (which includes all factory installed software). If you have questions regarding how to securely remove your data, please contact your dealer or service representative. 3/29/2013 12:58:56 PM FINANCIAL SERVICES Page 3 If you have any further questions regarding your equipment return, please refer to the phone numbers on page 1. Thank you, again, for your business. Sincerely, Financial Services Remarketing