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CC - Item 4C - Award Copy/Scan/Fax Machine Contract• E M f s O q ,hC~RP DRATEO 'q .7 ROSEMEAD CITY COUNCIL STAFF REPORT TO: THE HONORABLE MAYOR AND CITY COUNCIL FROM: OLIVER C. CHI, CITY MANAGER DATE: NOVEMBER 20, 2007 SUBJECT: AWARD COPY/SCAN/FAX MACHINE CONTRACT SUMMARY The City last acquired new copy machines approximately seven years ago. Under typical use and maintenance, copy machines have a service life of five years. As a result, Ricoh Americas Corporation, the manufacturer of our machines, is no longer manufacturing parts or toner. We were recently informed, that in the event one of our machines has a significant hardware failure, parts will likely not be available for repair. Based upon this information, staff solicited written bids for new copy equipment. Staff Recommendation Staff recommends that the City Council award the contract for Copy Machine Services to Ricoh Americas Corporation and authorize the City Manager to sign any necessary documentation. ANALYSIS The City currently has two Ricoh copiers, both located at City Hall. These copiers are seven years old and are no longer supported by the manufacturer. The reliability of these machines has also become a serious issue with frequent breakdowns and equipment failures. Based upon the urgency of replacing the City's current equipment, staff solicited bids from vendors in lieu of publishing a complete request for proposal. Based upon prior experience with the City and overall business reputation, staff requested proposals from IKON Office Solutions, MWB Business Solutions and Ricoh Americas Corporation. Unfortunately after numerous requests and phone conversations, the City's current vendor, IKON Office Solutions, did not submit a proposal. Once the initial proposals were received, staff met with personnel from both MWB Business Solutions and Ricoh Americas Corporation and discussed equipment features and recommendations. Some modifications were made to the original specifications and each vendor submitted a final proposal. Staff then conducted a thorough evaluation of costs, equipment features, and service reputation, and has made the recommendation of entering into a 48-month contract with Ricoh Americas Corporation. A summary of the costs related to each proposal is listed on the following page. APPROVED FOR CITY COUNCIL AGENDA: 0 ' Page 1 of 2 City Council Meeting November 20, 2007 • Monthly Estimated Lease Per Copy Charge Monthly Cost Ricoh Americas MP 9000 $703.63 $0.005 $953.63 MP 3260 550.99 0.009 - B/W 873.49 0.065 -Color MP 6500 -0- 0.007 175.00 Total Monthly Cost $2,002.12 MWB Business Systems Xerox 4595 CP and 7665 P $1,726.00 $0.008 - B/W $2,253.35 0.07 - Color Xerox 4595 CP -0- 0.008 - B/W 160.00 0.07 - Color Total Monthly Cost $2,413.35 Fiscal Analysis Included in the 2007-08 Budget are funds for the lease and maintenance of our copy machines. We also have an existing grant for public safety technology equipment that will be used to purchase one machine to be located at the Public Safety Center. In total, the City will purchase outright one Ricoh Aficio MP 6500 machine for $17,861.25 and lease a Ricoh Aficio MP9000 at $703.63 per month and a Ricoh Aficio MP3260 at $550.99 per month The per copy charge on the machines will range between $0.005 and $0.009 for black and white and $0.065 for color. The projected annual cost for lease payments and copy charges is $25,000. PUBLIC NOTICE PROCESS This item has been noticed through the regular agenda notification process. Submitted by: Matthew E. Hawkesworth Assistant City Manager - Internal Business Units Attachments: A - Ricoh Proposal for MP6500 B - Ricoh Proposal for MP9000 C - Ricoh Proposal for MP3260 D - MWB Business Solutions Proposal Page 2 of 2 0 0 RICOH ORDER AGREEMENT RICOH BUSINESS SOLUTIONS Attachment A .39352 OFFICE OFFICE NAME DELIVERING OFFICE NUMBER SPSN NAME AND NUMBER 183 Los Angeles East 183 Lay, Vatana 39352 DATE TYPE OF SALE: DELIVERING SPSN NAME AND NUMBER 071'3112007 Sales Agreement Lay, Vatana 39352 SHIP TO AGREEMENT CONSISTS OF THIS PAGE, THE TERMS AND CONDITIONS, AND BILL TO MAINTENAN CE TERMS ATTACHED. NAME: NAME: City of Rosemead City of Rosemead ADDRESS: ADDRESS: 8838 East Valley Blvd 8838 East Valley Blvd ADDRESS: ACCOUNT NUMBER ADDRESS: ACCOUNT NUMBER CITY 5T ZIP COUNTY CITY ST ZIP COUNTY Rosemead CA 91770 Los Angeles Rosemead CA 91770 Los Angeles SHIP TO PHONE LIC OR SIC GROUP CODE CONTACT PHONE PRE-SCREEN 1 626 569-2107 Matt Hawkesworth 1 626 569-2107 KEY DECISION MAKER PHONE # FAX # Matt Hawkesworth 1 626 569-2107 BILLING INFORMATION BILLING INDICATOR P. 0. NO. NAT. CONT. BMA ❑ BILL TO LOC ❑ SHIP TO LOC LIMIT EXPIRE ARREARS RATE FACTOR BILL START DATE NAT. CONTRACT NO. 0000004168 RICOH INTERNAL USE ONLY RELEASE BY ! BILLING MASTER BMS ORDER NO. STATUS APPROVAL CODE REVISION TYPE PROD ID DESCRIPTION RICOH MP 6500 DIGITAL MFP DROP SHIP SERIAL NO. MTR RDG QT Y 1 UNIT PRICE 16,500 EXT. 16,50c PRINT, SCAN, COPY, AND FAX ENABLED 3 HOLE PUNCH, BOOKLET MAKER FINISHER MESSAGE SALES SUB TOTAL 17SERVICE SUB TOTAL 16,500 SUB TOTAL TAXES ORDER TOTAL LESS PAYMENT AMOUNT DUE 16,500 1361.25 17861.25 17861.25 N no amount of taxes Is shown above, applicable tax amounts will be determined and reflected on each invoice. In addition, any taxes shown above are estimated. Actual tax amounts, which may differ from the amounts stated above, will be determined and reflected on the invoice (Rev 11/07) Sales Agreement RICOH ORDER AGREEMENT ssssz RICOH BUSINESS SOLUTIONS IMPORTANT.READ BEFORE SIGNING THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE TERMS OR ORAL PROMISES WHICH ARE NOT CONTAINED IN THIS WRITTEN AGREEMENT MAY NOT BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT BETWEEN YOU AND US CHANGES MADE BY RICOH PERSONNEL OR ANYONE ELSE DO NOT BECOME PART OF YOUR AGREEMENT. YOU AGREE TO COMPLY WITH THE TERMS AND CONDITIONS OF THE AGREEMENT THIS AGREEMENT IS NOT CANCELLABLE YOU AGREE THAT THE EQUIPMENT WILL BE USED FOR BUSINESS PURPOSES ONLY AND NOT FOR PERSONAL. FAMILY OR HOUSEHOLD PURPOSES YOU CERTIFY THAT ALL THE INFORMATION GIVEN IN THIS ^ AGREEMENT AND YOUR APPLICATION WAS CORRECT AND COMPLETE WHEN THE AGREEMENT WAS SIGNED THIS AGREEMENT IS NOT BINDING UPON US OR EFFECTIVE UNTIL MAINTENANCE AGREEMENT CUSTOMER ACKNOWLEDGES BY INITIALING BELOW THAT THE MAINTENANCE AGREEMENT HAS INITIALS BEEN FULLY EXPLAINED, OFFERED AND ACCEPTED BEEN FULLY EXPLAINED, OFFERED AND REJECTED CUSTOMER ALSO ACKNOWLEDGES THAT THEY ARE RESPONSIBLE FOR TONER SHIPPING AND HANDLING CHARGES. ACCEPTED: RICOH AMERICAS CORPORATION CUSTOMER NAME (BUSINESS ENTITY) 5 DEDRICK PLACE WEST CALDWELL, NJ 07006 BY: TITLE BY: TITLE PRINT NAME: DATE ACCEPTED DATE SIGNED By initialing in the space provided to the right, Customer acknowledges that it has received copies of the Terms and INITIALS Conditions and Maintenance Agreement applicable to this Order Agreement. UNCONDITIONAL GUARANTY In consideration of Ricoh entering into the above Agreement in reliance on this guaranty, the undersigned, together and separately, unconditionally and irrevocably guarantee to Ricoh, its successors and assigns, the prompt payment and performance of all obligations under the above Agreement. The undersigned agree that (a) this is a guaranty of payment and not of collection, and that Ricoh can proceed directly against the undersigned without disposing of any security or seeking to collect from Customer, (b) the undersigned waive all defenses and notices, including those of protest, presentment and demand, (c) Ricoh may renew, extend or otherwise change the terms of the Agreement without notice to the undersigned and the undersigned will be bound by such changes, and (d) the undersigned will pay all of Ricoh's costs of enforcement and collection. THIS GUARANTY WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY. PERSONAL: PERSONAL: BY Individually BY ,Indlviduepy Address. Address Social Security Number. Social Securty Number Witness. Wdness (Rev 11107) Sales Agreement • • RICOH ORDER AGREEMENT .39352 RICOH BUSINESS SOLUTIONS GENERAL TERMS AND CONDITIONS 1. Orders. Customer may acquire the products or services from Ricoh by executing and delivering to Ricoh an Order Forth for acceptance. If Customer has elected to execute a Lease Agreement, Customer shall be deemed to have assigned its right to purchase the Equipment to a third party Lessor and to ender into the Lease Agreement with such Lessor. These General Terms and Conditions shall be incorporated by reference into any Ober Form. Lease Agreement or Maintenance Agreement; provided, however, that, in the event of any conflict between the terms of the Lease Agreement and these General Terms and Conditions. the terms of the Lease Agreement shall control. 2. Pricing and ChargesfPayment Terms. Pricing for Maintenance Services may be adjusted by Ricoh on or after each one-year anniversary of the effective date of the Maintenance Agreement. Unless otherwise specified in any Order Form, payment to Ricoh for products shall be net thirty (30) days from date of invoice. Customer shall pay Ricoh interest on any past due payment at the highest rate permitted by applicable law, not to exceed 1.5% per month. 3. Taxes. Customer shall pay all sales and use taxes, personal property taxes and all other taxes and charges relating to the purchase, ownership, delivery, lease, possession or use of the Equipment or the provision of Maintenance Services, with the exception of any taxes on or measured by Ricoh's and/or Lessors rot income. 4. Limited Warranties. Ricoh warrants to Customer that Maintenance Services shall be performed by Ricoh in accordance with industry standards. Ricoh further warrants that, at the time of delivery and for a period of ninety (90) days thereafter the Equipment will be in good waking order and will be free from any defects in material and workmanship. Ricoh's obligations under this warranty are limited solely to the repair or replacement (at Ricoh's option) of pans proven to be defective upon inspection. The foregoing warranty shall not apply (a) if the Equipment is installed. wired, modified, altered, moved or serviced by anyone other than Ricoh, or, (b) t the Equipment is installed, stored and utilized and/or maintained in a manner not consistent with Ricoh specifications or (c) If a defective or improper non-Ricoh accessory or supply or part is attached to or used in the Equipment, or (d) if the Equipment is relocated to any place where Ricoh services are not available. CUSTOMER ACKNOWLEDGES THAT THE LIMITED WARRANTY CONTAINED HEREIN DOES NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE EQUIPMENT. THE FOREGOING LIMITED WARRANTIES DO NOT APPLY TO CONSUMABLE PARTS INCLUDING, BUT NOT LIMITED TO DRUMS. CLEANING BRUSHES, FILTERS, HEAT AND OILER TUBES, PRESSURE PADS, LAMPS LENSES, FUSES, PAPER AND TONER. THE WARRANTIES EXPRESSED HEREIN ARE EXCLUSIVE AND RICOH HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 5. Limitation of Liability. RICOH SHALL HAVE NO LIABILITY TO CUSTOMER (OR TO ANY PERSON OR ENTITY CLAIMING THROUGH CUSTOMER) FOR LOST PROFITS. LOSS OF REVENUE, OR FOR SPECIAL. INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY MANNER CONNECTED WITH ANY ORDER FORM, LEASE AGREEMENT OR MAINTENANCE AGREEMENT, OR THE SUBJECT MATTER HEREOF OR THEREOF, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT RICOH HAS BEEN INFORMED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 5 SHALL NOT APPLY TO DAMAGES RESULTING FROM THE WILLFUL MISCONDUCT OF RICOH OR ITS PERSONNEL. IN NO EVENT SHALL ANY LIABILITY OF RICOH TO CUSTOMER EXCEED THE AMOUNT PAID BY CUSTOMER TO RICOH PURSUANT TO ANY ORDER FORM, LEASE AGREEMENT OR MAINTENANCE AGREEMENT, AS APPLICABLE. 6. Governing Law. These General Terns and Conditions and the Maintenance Terms and Conditions below shall be construed in accordance with and governed by the substantive laws of the State of New Jersey, without regard to its convicts of laws principles. 7. Entire Agreement These General Terns and Conditions and the Maintenance Terms and Conditions below constitute the entire agreement between the parties and supersede all proposals, oral or written, and all other communications between the parties in relation to the Equipment. Customer agrees and acknowledges that it has not retied on any representation, warranty or provision not explicitly contained in these General Terns and Conditions and any Order Form, Lease Agreement and/or Maintenance Agreement, whether in writing, electronically communicated or in oral form Any and all representations, promises, warranties, or statements by any Ricoh agent, employee orrepresentative that differ in any way from the terms of these General Terms and Conditions and any Order Forth, Lease Agreement and/or Maintenance Agreement shall be given no force of effect. MAINTENANCE TERMS AND CONDITIONS 1. Maintenance Service. Ricoh agrees to provide to Customer, during Ricoh's normal business hours, the maintenance service necessary to keep the Equipment in, or restore the Equipment to, good working order in accordance with Ricoh's policies then in effect. This maintenance service includes maintenance based upon the spec needs of individual Equipment, as determined by Ricoh, and unscheduled, on-call remedial maintenance. For each unscheduled service call requested by the Customer, Ricoh shall have a reasonable time within which to respond. Maintenance will include lubrication, adjustments, and replacement of maintenance parts deemed necessary by Ricoh. Maintenance parts will be furnished on an exchange basis, and the replaced parts become the property of Ricoh. Maintenance service provided under this Agreement does not assure uninterrupted operation of the Equipment. tit available, maintenance service requested and performed outside Ricoh's normal business hours will be charged to the Customer at Ricoh's applicable bme and material rates and terms then in effect, unless Ricoh and Customer have a written agreement providing for after-tours maintenance service. This Agreement does not cover charges for installation of equipment or de-installation of equipment If it is moved. For purposes of these Maintenance Terms and Conditions. Equipment excludes any software and documentation described on the Order Forth and/or incorporated or integrated in the Equipment. 2. Exclusions To Maintenance Service. Maintenance service provided by Ricoh under this Agreement does not include: (a) Repair of damage or increase in service time caused by failure of Customer to provide continually a suitable installation environment with all facilities prescribed by Ricoh, including, but not limited to, the failure to provide, or the failure of, adequate electrical power, air-conditioning, or humidity-control: (b) Repair of damage or increase in service time caused by: accident; disaster, which shall include but not to be limited to fire, flood, water, wind, and lighting; transportation; neglect: power transients; abuse or misuse; failure of the Customer to follow Ricoh's published operating instructions; and unauthorized modifications or repair of Equipment by persons other than authorized representatives of Ricoh; (c ) Repair of damage or increase in service time caused by use of the Equipment for purposes other than those for which designed: (d) Replacement of parts which are consumed in normal Equipment operation, unless specifically included; (e) Furnishing supplies or accessories, painting or refinishing the Equipment or furnishing the material therefor, inspecting altered Equipment, performing services connected with relocation of Equipment or adding or removing accessories, attachments or other devices; (f) Repair of damage, replacement of parts (due to other than normal wear) or repetitive service calls caused by use of incompatible supplies, (g) Complete unit replacement or refurbishment of the Equipment; (h) Electrical work external to the Equipment or maintenance of accessories, attachments, or other devices not furnished by Ricoh; (i) Increase in service time caused by Customer denial of full and tree access to the Equipment or denial of departure from Customer's site. The foregoing excluded items, if perlormed by Ricoh, will be charged to Customer at Ricoh's applicable time and material rates then in effect. 3. Invoicing. Charges for maintenance service hereunder will consist of a Basic Maintenance Charge, any applicable zone charge, and, if applicable. Meter Charges as stated below in this Agreement. In addition, Customer shall be responsible for paying all shipping and handling charges for toner, even If this Agreement is a toner inclusive contract as set forth on the Ricoh Order Form, in accordance with the terms stated on the invoice. The Basic Maintenance Charge may be invoiced in advance. The Meter Charge (if applicable) or other maintenance charges will be invoiced periodically in arrears. The Basic Maintenance and Meter Charges for a partial month's service will be prorated on the basis of a thirty (30) day month. Payment is required within the period stated on the invoice. 4. Engineering Changes. Engineering changes, determined applicable by Ricoh, will be controlled and installed by Ricoh. Engineering changes which provide additional capabilities to the Equipment covered herein will be made at Customers request at Ricoh's applicable time and material rates and terms then in effect. 5. Indemnification. Except as otherwise provided in Section 5 of the General Terms and Conditions, Ricoh agrees to indemnify and hold Customer harmless from and against any loss, cost, damage, claim, expense, or liability as a result of injury or death of any person or damage to any personal property of Customer which such personal injury or damage arises out of or in connection with the sole negligence of Ricoh or its employees in the performance of this Agreement, provided Ricoh receives prompt written notice of such personal injury or damage, and provided further that Ricoh shall have the sole control of the defense of any such action and all negotiations for its settlement or compromise. 6. Term and Termination. This maintenance agreement shall extend for a period of one (1) year from its commencement date and shall automatically renew for additional one (1) year periods unless notice of nonrenewal Is provided by either party within thirty (30) days of the initial or any renewal term. Notwithstanding the above, either party may terminate a maintenance agreement for failure of the other to comply with any of its terms and conditions in the event such noncompliance is not cured within thirty (30) days after the provision of notice of such noncompliance. Maintenance service performed by Ricoh after the termination of a maintenancee agreement shall be charged to Customer at Ricoh's applicable time and material rates and terms then in effect Ricoh may suspend performance under any maintenance agreement t Customer is in default or in arrears in payments to Ricoh under this or any other agreement. 7. Meter Charges. If applicable, Customer also shall pay the monthly meter charges listed on the first page hereof for each copy made on Equipment subject to this Agreement The initial quarter following installation will Include the first partial month (t applicable) and meter charges for such partial month will be prorated. Meter readings shall be provided on a quarterly basis by Customer at the request of Ricoh. 8. Supplies. if supplies are included in the service provided under this Agreement, Ricoh will supply black toner, ink and developer, unless otherwise stated in this Agreement, to Customer based upon normal yields, if Customers usage of the supplies exceeds the normal yields for the equipment being serviced. Ricoh will invoice and Customer agrees to pay, for the excess supplies at Ricoh's current retail prices then in effect. (Rev 11/07) Sales Agreement 0 0 RICOH ORDER AGREEMENT RICOH BUSINESS SOLUTIONS Attachment B .39352 OFFICE OFFICE NAME DELIVERING OFFICE NUMBER SPSN NAME AND NUMBER 183 Los Angeles East 183 Lay, Vatana 39352 DATE TYPE OF SALE: DELIVERING SPSN NAME AND NUMBER 10118/2007 Fair Market Value Lease Agreement Lay, Vatana 39352 SHIP TO AGREEMENT CONSISTS OF THIS PAGE, THE TERMS AND CONDITIONS. AND BILL TO MAINTENAN CE TERMS ATTACHED NAME: NAME: City of Rosemead City of Rosemead ADDRESS: ADDRESS: 8838 East Valley Blvd 8838 East Valley Blvd ADDRESS: ACCOUNT NUMBER ADDRESS: ACCOUNT NUMBER CITY ST ZIP COUNTY CITY ST ZIP COUNTY Rosemead CA 91770 Los Angeles Rosemead CA 91770 Los Angeles SHIP TO PHONE LIC OR SIC GROUP CODE CONTACT PHONE PRESCREEN 1 626 569-2107 Matt Hawkesworth 1 626 569-2107 KEY DECISION MAKER PHONE # FAX # Matt Hawkesworth 1 626 569-2107 BILLING INFORMATION BILLING INDICATOR P. 0. NO. NAT. CONT. BMA ❑ BILL TO LOC ❑ SHIP TO LOC LIMIT EXPIRE ARREARS RATE FACTOR BILL START DATE NAT. CONTRACT NO. RICOH INTERNAL USE ONLY RELEASE BY / BILLING MASTER BMS ORDER NO. STATUS APPROVAL CODE REVISION TYPE PROD ID DESCRIPTION DROP SHIP SERIAL NO. MTR RDG CITY AFICIO MP 9000 DIGITAL MFP TONER INCLUSIVE SERVICE CONTRACT DRUMS, PARTS, MAINTENANCE INCLUDED BLACK AND WHITE COPY CHARGE OF $ 0.005 IN EXCESS OF 150000 PER QUARTER PRINT, COPY, AND SCAN ENABLED 3 HOLE PUNCH, BOOKLET MAKER FINISHER MESSAGE SUB TOTAL TAXES ORDER TOTAL LESS PAYMENT AMOUNT DUE Fair Market Value Lease Agreement (Rev. 11/07) 0 0 RICOH ORDER AGREEMENT RICOH BUSINESS SOLUTIONS .39352 LEASE AGREEMENT NO. OF PAYMENTS 48 PAYMENT FREQUENCY Monthly PAYMENT AMOUNT 650.00 CONTRACT TERM 48 PLUS TAX 53.63 1sT PAYMENT DUE Upon Receipt TOTAL PAYMENT AMOUNT 703.63 END OF LEASE OPTION Fair Market Value ADVANCE PAYMENT AMOUNT N no amount of taxes is shown above, applicable tax amounts will be determined and reflected on each invoice. In addition, any taxes shown above are estimated. Actual tax amounts, which may differ from the amounts stated above, will be determined and reflected on the invoice IMPORTANT READ BEFORE SIGNING THE TERMS OF THE AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE TERMS OR ORAL PROMISES WHICH ARE NOT CONTAINED IN THIS WRnrT`EN AGREEMENT MAY NOT BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT BETWEEN YOU AND US CHANGES MADE BY RICOH PERSONNEL OR ANYONE ELSE DO NOT BECOME PART OF YOUR AGREEMENT. YOU AGREE TO COMPLY WITH THE TERMS AND CONDITIONS OF THE AGREEMENT THIS AGREEMENT IS NOT CANCELLABLE. YOU AGREE THAT THE EQUIPMENT WILL BE USED FOR BUSINESS PURPOSES ONLY AND NOT FOR PERSONAL. FAMILY OR HOUSEHOLD PURPOSES. YOU CERTIFY THAT ALL THE INFORMATION GIVEN IN THIS AGREEMENT AND YOUR APPLICATION WAS CORRECT AND COMPLETE WHEN THE AGREEMENT WAS SIGNED. THIS AGREEMENT IS NOT BINDING UPON US OR EFFECTIVE UNTIL AND UNLESS WE EXECUTE THIS AGREEMENT THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY MAINTENANCE AGREEMENT BY INITIALING IN THE SPACE PROVIDED TO THE RIGHT, CUSTOMER ACKNOWLEDGES INITIALS THAT THE MAINTENANCE AGREEMENT HAS BEEN FULLY EXPLAINED. CUSTOMER ALSO ACKNOWLEDGES THAT THEY ARE RESPONSIBLE FOR TONER SHIPPING AND HANDLING CHARGES. 'INITIALS' AFICIO MP 9000 DIGITAL MFP CUSTOMER ACKNOWLEDGES AND ACCEPTS PER BLACK AND WHITE COPY CHARGE OF $ 0.005 IN EXCESS OF 150000 PER QUARTER CUSTOMER ACKNOWLEDGES AND ACCEPTS THAT TONER IS INCLUDED AS PART OF THE GENERAL MAINTENANCE AGREEMENT ACCEPTED: RICOH AMERICAS CORPORATION CUSTOMER NAME (BUSINESS ENTITY) 5 DEDRICK PLACE WEST CALDWELL, NJ 07006 BY: TITLE BY: TITLE PRINT NAME: DATE ACCEPTED DATE SIGNED By initialing in the space provided to the right, Customer acknowledges that it has received copies of the Terms and INITIALS Conditions of Sale or Lease Agreement and Maintenance Agreement, as applicable to this Order Agreement and acknowledges that such Terms and Conditions are incorporated into this Order Agreement. UNCONDITIONAL GUARANTY In consideration of Ricoh entering into the above Agreement in reliance on this guaranty, the undersigned, together and separately, unconditionally and irrevocably guarantee to Ricoh, its successors and assigns, the prompt payment and performance of all obligations under the above Agreement. The undersigned agree that (a) this is a guaranty of payment and not of collection, and that Ricoh can proceed directly against the undersigned without disposing of any security or seeking to collect from Customer, (b) the undersigned waive all defenses and notices, including those of protest, presentment and demand, (c) Ricoh may renew, extend or otherwise change the terms of the Agreement without notice to the undersigned and the undersigned will be bound by such changes, and (d) the undersigned Will pay all of Ricoh's costs of enforcement and collection. THIS GUARANTY WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY. PERSONAL: PERSONAL: BY: Individually BY Individually Address Address: Social Security Number Social Security Number. Witness Witness Fair Market Value Lease Agreement (Rev. 11/07) 0 • RICOH ORDER AGREEMENT .39352 RICOH BUSINESS SOLUTIONS GENERAL TERMS AND CONDITIONS 1 Orders. Customer may acquire the products or services from Ricoh by executing and delivering to Ricoh an Order Form for acceptance. H Customer has elected to execute a Lease Agreement, Customer shall be deemed to have assigned its right to purchase the Equipment to a third party Lessor and to enter into the Lease Agreement with such Lessor. These General Terms and Conditions shall be incorporated by reference into any Order Form, Lease Agreement or Maintenance Agreement; provided, however, that, in the event of any conflict between the tennis of the Lease Agreernern and these General Terms and Conditions. the terms of the Lease Agreement shall control 2. Pricing and Charges/Payment Terms. Pricing for Maintenance Services may be adjusted by Ricoh on or after each one-year anniversary of the effective date of ft Maintenance Agreement. Unless otherwise specified in any Order Form, payment to Ricoh for products shall be net thirty (30) days from date of invoice. Customer shall pay Ricoh interest on any past due payment at the highest rate permitted by applicable law, not to exceed 1.5% per month. 3- Taxes Customer shall pay all sales and use taxes, personal property taxes and all other taxes and charges relating to the purchase, ownership, delivery, lease, possession or use of the Equipment or the provision of Maintenance Services, with the exception of any taxes on or measured by Ricoh's and/or Lessors net income. 4. Limited Warranties. Ricoh warrants to Customer that Maintenance Services shall be performed by Ricoh in accordance with industry standards. Ricoh further warrants that, at the time of delivery and for a period of ninety (90) days tthereafter the Equipment will be in good working order and will be tree from any defects in material and workmanship. Ricoh's obligations under this warranty are limited solely to the repair or replacement (at Ricoh's option) of parts proven to be defective upon inspection The foregoing warranty shall not apply (a) If the Equipment is installed, wired, modified, altered, moved or serviced by anyone other than Ricoh, or, (b) If the Equipment is installed, stored and utilized and/or maintained In a manner not consistent with Ricoh specifications or (c) if a defective or improper non-Ricoh accessory or supply or part is attached to or used in the Equipment, or (d) if the Equipment is relocated to any place where Ricoh services are not available. CUSTOMER ACKNOWLEDGES THAT THE LIMITED WARRANTY CONTAINED HEREIN DOES NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE EQUIPMENT. THE FOREGOING LIMITED WARRANTIES DO NOT APPLY TO CONSUMABLE PARTS INCLUDING, BUT NOT LIMITED TO DRUMS, CLEANING BRUSHES, FILTERS, HEAT AND OILER TUBES, PRESSURE PADS. LAMPS LENSES, FUSES. PAPER AND TONER. THE WARRANTIES EXPRESSED HEREIN ARE EXCLUSIVE AND RICOH HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 5. Limitation of Liability. RICOH SHALL HAVE NO LIABILITY TO CUSTOMER (OR TO ANY PERSON OR ENTITY CLAIMING THROUGH CUSTOMER) FOR LOST PROFITS, LOSS OF REVENUE, OR FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY MANNER CONNECTED WITH ANY ORDER FORM, LEASE AGREEMENT OR MAINTENANCE AGREEMENT. OR THE SUBJECT MATTER HEREOF OR THEREOF, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT RICOH HAS BEEN INFORMED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 5 SHALL NOT APPLY TO DAMAGES RESULTING FROM THE WILLFUL MISCONDUCT OF RICOH OR ITS PERSONNEL. IN NO EVENT SHALL ANY LIABILITY OF RICOH TO CUSTOMER EXCEED THE AMOUNT PAID BY CUSTOMER TO RICOH PURSUANT TO ANY ORDER FORM, LEASE AGREEMENT OR MAINTENANCE AGREEMENT, AS APPLICABLE. 6. Governing Law. These General Terms and Conditions and the Maintenance Terms and Conditions below shall be construed in accordance with and governed by the substantive laws of the State of New Jersey, without regard to its conflicts of laws principles. 7. Entire Agreement These General Terms and Conditions and the Maintenance Terms and Conditions below constitute the entire agreement between the parties and supersede all proposals, oral or written, and all other communications between the parties in relation to the Equipment. Customer agrees and acknowledges that it has not relied on any representation. warranty or provision not explicitly contained in these General Terms and Conditions and any Order Form, Lease Agreement andlor Maintenance Agreement, whether in writing, electronically comrrwn'uated or in oral form. Any and all representations, promises, warranties, or statements by any Ricoh agent, employee or representative that differ in any way from the terms of these General Terms and Conditions and any Order Form, Lease Agreement and/or Maintenance Agreement shall be given no force or effect. MAINTENANCE TERMS AND CONDITIONS 1. Maintenance Service. Ricoh agrees to provide to Customer, during Ricoh's normal business hours, the maintenance service necessary to keep the Equipment in, or restore the Equipment to, good working order in accordance with Ricoh's policies then in effect. This maintenance service includes maintenance based upon the specific needs of individual Equipment, as determined by Ricoh, and unscheduled, on-call remedial maintenance. For each unscheduled service call requested by the Customer, Ricoh shall have a reasonable time within which to respond. Maintenance will include lubrication, adjustments, and replacement of maintenance parts deemed necessary by Ricoh. Maintenance parts will be furnished on an exchange basis, and the replaced parts become the property of Ricoh. Maintenance service provided under this Agreement does not assure uninterrupted operation of the Equipment. If available, maintenance service requested and performed outside Ricoh's normal business hours will be charged to the Customer at Ricoh's applicable time and material rates and terms then in effect, unless Ricoh and Customer have a written agreement providing for after-hours maintenance service. This Agreement does not cover charges for installation of equipment or de-installation of equipment 0 4 is moved. For purposes of these Maintenance Terms and Conditions, Equipment excludes any software and documentation described on the Order Form and/or incorporated or integrated in the Equipment. 2. Exclusions To Maintenance Service. Maintenance service provided by Ricoh under this Agreement does not indude: (a) Repair of damage or increase in service time caused by failure of Customer to provide continually a suitable installation environment with all facilities prescribed by Ricoh, including, but not limited to, the failure to provide, or the failure of, adequate electrical power, air-conditioning, or humidity-control, (b) Repair of damage or increase in service time caused by: accident; disaster, which shall include but not to be limited to fire, flood, water, wind, and lighting; transportation; neglect; power transients; abuse or misuse; failure of the Customer to follow Ricoh's published operating instructions; and unauthorized modifications or repair of Equipment by persons other than authorized representatives of Ricoh; (c ) Repair of damage or increase In service time caused by use of the Equipment for purposes other than those for which designed, (d) Replacement of parts which are consumed in normal Equipment operation, unless specifically included; (e) Furnishing supplies or accessories, painting or refinishing the Equipment or furnishing the material therefor, inspecting altered Equipment, performing services connected with relocation of Equipment or adding or removing accessories, attachments or other devices; (f) Repair of damage, replacement of parts (due to other than normal wear) or repetitive service calls caused by use of incompatible supplies; (g) Complete unit replacement or refurbishment of the Equipment; (h) Electrical work external to the Equipment or maintenance of accessories, attachments, or other devices not furnished by Ricoh, (1) Increase in service time caused by Customer denial of full and free access to the Equipment or denial of departure from Customer's site. The foregoing excluded items, if performed by Ricoh, will be charged to Customer at Ricoh's applicable time and material rates then in effect. 3. Invoicing. Charges for maintenance service hereunder will consist of a Basic Maintenance Charge, any applicable zone charge, and, if applicable, Meter Charges as stated below in this Agreement. In addition, Customer shall be responsible for paying all shipping and handling charges for toner, even if this Agreement is a toner inclusive contract as set forth on the Ricoh Order Form, In accordance with the terns stated on the invoice. The Basic Maintenance Charge may be invoiced in advance. The Meter Charge (if applicable) or other maintenance charges will be invoiced periodically in arrears. The Basic Maintenance and Meter Charges for a partial month's service will be prorated on the basis of a thirty (30) day month. Payment is required within the period slated on the invoice. 4. Engineering Changes. Engineering changes, determined applicable by Ricoh, will be controlled and installed by Ricoh. Engineering changes which provide additional capabilities to the Equipment covered herein will be made at Customer's request at Ricoh's applicable time and material rates and terns then in effect. 5. Indemnification. Except as otherwise provided in Section 5 of the General Terms and Conditions, Ricoh agrees to indemnity and hold Customer harmless from and against arty loss, cost, damage, claim, expense, or liability as a result of injury or death of any person or damage to any personal property of Customer which such personal injury or damage arises out of or in connection with the sole negligence of Ricoh or its employees in the performance of this Agreement, provided Ricoh receives prompt written notice of such personal injury or damage, and provided further that Ricoh shall have the sole control of the defense of any such action and all negotiations for its settlement or compromise 6. Term and Termination. This maintenance agreement shall extend for a period of one (1) year from its commencement date and shall automatically renew for additional one (1) year periods unless notice of nonrenewal is provided by either party within thirty (30) days of the initial or any renewal term. Notwithstanding the above, either party may terminate a maintenance agreement for failure of the other to comply with any of its terms and conditions in the event such noncompliance is not cured within thirty (30) days after the provision of notice of such noncompliance. Maintenance service performed by Ricoh after the termination of a maintenance agreement shall be charged to Customer at Ricoh's applicable time and material rates and terms then in effect. Ricoh may suspend performance under any maintenance agreement if Customer is in default or in arrears in payments to Ricoh under this or any other agreement. 7. Meter Charges. If applicable. Customer also shall pay the monthly meter charges listed on the first page hereof for each copy made on Equipment subject to this Agreement. The initial quarter following installation will include the first partial month (if applicable) and meter charges for such partial month will be prorated. Meter readings shall be provided on a quarterly basis by Customer at the request of Ricoh. 8. Supplies. If supplies are included in the service provided under this Agreement, Ricoh will supply black toner, ink and developer, unless otherwise stated In this Agreement, to Customer based upon normal yields. It Customer' s usage of the supplies exceeds the normal yields for the equipment being serviced, Ricoh will invoice and Customer agrees to pay, for the excess supplies at Ricoh's current retail prices then in effect. Fair Market Value Lease Agreement (Rev. 11107) RICOH • LEASE AGREEMENT • .39352 RICOH BUSINESS SOLUTIONS TO OUR VALUED CUSTOMER. This Lease Agreement ('Lease') has been written in 'Plain English.' When we use the wards you and your in this Lease, we mean you, our customer, which is the Lessee indicated below. When we use the words we, us, and our in this Lease, we mean the Lessor, Ricoh Americas Corporation or a third party Lessor, as assignee, as agreed in Section 8 below. 1. LEASE: This Lease establishes the general terms and conditions under which we lease to you the equipment described in the Order Agreement, dated 2. TERM AND RENT: This Lease is effective on the date that it is accepted and signed by us, and the tens begins on that date or any later date that we designate (the "Commencement Date") and continues thereafter for the number of months indicated above. You will sign a separate Equipment delivery and acceptance certificate and we may also arm your acceptance by telephone, and any such telephone confirmation shall have the same binding legal effect on you as a signed delivery and acceptance certificate. Payments will be due as invoiced by us until the balance of the Lease Payments and any additional Lease Payments or expenses chargeable to you under the Lease are paid in full. YOUR OBLIGATION TO PAY THE LEASE PAYMENTS AND OTHER LEASE OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL AND ARE NOT SUBJECT TO CANCELLATION, REDUCTION, SETOFF OR COUNTERCLAIM. THIS LEASE IS NON-CANCELABLE. 3. LATE CHARGESIDOCUMENTATION FEES: If a Lease Payment is not made within 10 days of when due. you will pay us, within one month, a late charge of 5% of the payment or $10.00, whichever is greater, but only to the extent permitted by law 4. SELECTION OF EQUIPMENT/DISCLAIMER OF WARRANTIES: You have selected the Equipment and the supplier from whom we agree to purchase the Equipment at your request. We are not the manufacturer of the Equipment and we are leasing the Equipment to you 'AS-IS". You have selected the Equipment and we MAKE NO WARRANTIES. EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. We transfer to you 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, PROVISION OR CONDITION OF THIS LEASE AND EXCEPT FOR THE MANUFACTURER WARRANTIES, MAKE ANY REPRESENTATION OR WARRANTY ABOUT THE LEASE OR THE EQUIPMENT. WE SHALL NOT BE LIABLE FOR ANY DELAYS IN MAKING DELIVERIES OR REPAIRS NOR IN ANY EVENT FOR SPECIAL, RESULTING OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT OCCASIONED BY ANY BREACH OF WARRANTY OR REPRESENTATION OR RESULTING FROM THE USE OR PERFORMANCE OF THE EQUIPMENT. YOUR OBLIGATION TO PAY IN FULL ANY AMOUNT DUE UNDER THIS LEASE WILL NOT BE AFFECTED BY ANY DISPUTE, CLAIM, COUNTERCLAIM, DEFENSE OR OTHER RIGHT WHICH YOU MAY HAVE OR ASSERT AGAINST THE SUPPLIER OR THE EQUIPMENT MANUFACTURER. 5. TITLE, PERSONAL PROPERTY, LOCATION AND INSPECTION: Unless you have a $1.00 purchase option, we will have title to the Equipment If you have a $1.00 purchase option and/or the Lease purchase option is deemed to be a security agreement, you grant us a security interest in the Equipment and all proceeds thereof. You have the right to use the Equipment for the full Lease term provided you comply with the terms and cordilions of the Lease. Although the Equipment may become attached to real estate, it remains personal property and you agree not to permit a lien to be placed upon the Equipment or to remove the Equipment without our prior written consent. If we feel h is necessary, you agree to provide us with waivers of interest or liens, from anyone claiming any interest in the real estate on which any hem of Equipment is located. We also have the right, at reasonable times, to inspect the Equipment. 6. USE, MAINTENANCE AND REPAIR: During the term of this Lease, you are required, at your awn cost and expense, to maintain in full force and effect a maintenance agreement with Ricoh or a third party which has been authorized to service and maintain the Equipment by the manufacturer, and to keep the Equipment in good repair, condition and working order, except for ordinary wear and tear, and you will supply all pans and servicing required. All replacement pars used or Installed and repairs made to the Equipment will became our property. You may, with our prior written consent, make modifications to the Equipment; provided such modifications do not reduce the value or usefulness of the Equipment or result in the loss of any warranty or any certification necessary for the maintenance of the Equipment and such modifications must be easily removable without causing damage to the Equipment. Before returning the Equipment, you agree to remove such modifications and restore the Equipment to its original condition. If you fail to remove such modifications, we are deemed the owner of such modifications. IN THE EVENT THE LEASE PAYMENTS INCLUDE THE COST OF MAINTENANCE AND/OR SERVICE BEING PROVIDED BY THE SUPPLIER AND/OR THE MANUFACTURER OF THE EQUIPMENT, YOU ACKNOWLEDGE THAT IF THIS LEASE IS ASSIGNED, THE ASSIGNEE LESSOR IS NOT RESPONSIBLE FOR PROVIDING SUCH MAINTENANCE AND/OR SERVICE FOR THE EQUIPMENT. YOU WILL MAKE ALL CLAIMS FOR SERVICE AND/OR MAINTENANCE SOLELY TO THE SUPPLIER AND/OR MANUFACTURER AND SUCH CLAIMS WILL NOT AFFECT YOUR OBLIGATION TO MAKE ALL REQUIRED LEASE PAYMENTS TO THE ASSIGNEE LESSOR. YOU FURTHER ACKNOWLEDGE THAT RICOH MAY INCREASE MAINTENANCE CHARGES BY UP TO 10% ANNUALLY 7. 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/or the Equipment and, If we do, the new owner will have the same rights and benefits that we now have but will not have to perform and will not be liable for any of our obligations and that the rights of the new assignee Lessor, whether or not you have been notified of such assignment, will not be subject to any claims, defenses, or set-offs that you may have against us. Any such assignment, sale or transfer of this Lease or the Equipment will not relieve us of our obligations to you under this Lease. B. END OF TERM OPTION: Upon at least sixty (60) days but not more than one hundred twenty (120) days written notice to us prior to the expiration of the Lease tens, you shall advise us of your intention to either exercise any purchase option that has been granted to you or return the Equipment to us at the end of the Lease tens. Provided you have given such timely notice, you shall either purchase or return the Equipment to us, freight and insurance prepaid, in good repair, condition and working order, ordinary wear and tear excepted, in a manner and to a location designated by us It you fail to notify us, or having notified us, you fall to purchase or return the Equipment as provided herein, this Lease shall renew for consecutive sixty (60) day periods and you agree to continue to make Lease Payments at the same monthly Lease Payments as set forth in the Lease subject to the right of either party to terminate the Lease upon sixty (60) days written notice, in which case you will immediately deliver the Equipment to us as required in this paragraph Upon expiration of the Lease term, provided you are not in default, you shall have the option to purchase all but not less than all of the Equipment on the terms as indicated above. We will use our reasonable judgment to determine the Equipment's fair market value for all fair market value purchase options which shall be based on the Equipment remaining in place. 9. LOSS OR DAMAGE: You are responsible for the risk of loss or destruction of, or damage to the Equipment. No such loss or damage relieves you from any obligation under this Lease- You agree to promptly notify us of any loss or damage to the Equipment and you will pay to us the present value of the total of all unpaid Lease Payments for the full Lease term, plus either the fair market value of the Equipment at the end of the originally scheduled Lease term as reasonably determined by us or any End of Term Option price stated on the Lease, whichever is greater (the 'FMV'), with the accelerated Lease Payments and the FMV discounted at 5% per annum, plus, if applicable, reasonable costs of collection and shomeys' fees, whereupon the Lease shall terminate. All proceeds of insurance received by us will be applied to the amount due under this section B. 10. INDEMNITY: We are not responsible for any losses or injuries caused by the Equipment and you agree to reimburse us for and to indemnify and defend us against any claim for losses or injuries caused by the Equipment except if caused by our gross negligence or willful misconduct. This indemnity will continue even after the termination of this Lease. 11. TAXES: You agree to pay all license and registration fees, sale and use taxes, personal property taxes and all other taxes and charges, relating to the ownership, leasing, rental, sale, purchase, possession or use of the Equipment as part of the Lease Payment or as billed by us. You agree that If we pay any taxes or charges on your behalf, you will reimburse us for all such payments with the next Lease Payment 12. INSURANCE: During the term of this Lease, you will keep the Equipment Insured against all risks of loss or damage in 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 each Lease, comprehensive public liability insurance covering both personal injury and property damage. We will be the sole named loss payee on the property insurance and named as an additional Insured on the public liability insurance. You will pay all premiums for such insurance and must deliver proof of insurance coverage satisfactory to us on or before the Commencement Dale. If you do not so provide evidence of 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 you on which we make a profit and you agree to pay us an additional monthly charge to reimburse us for the insurance premium and our current insurance administrative fee on which we may make a profit 13 DEFAULT: You are in default of this Lease If any of the following occurs: a) you fail to pay any Lease Payment or other sum when due: b) you breach any warranty or other obligation under this Lease, or any other agreement with us; c) you, any partner or any guarantor dies, you become Insolvent or unable to pay your debts when due; you stop doing business as a going concern; you merge, consolidate, transfer all or substantially all of your assets: you make an assignment for the benefit of creditors or you undergo a substantial deterioration in your financial condition; or d) you, any guarantor or any partner, voluntarily file or have filed against you or it involuntarily, a petition or liquidation, reorganization, adjustment of debt or similar refief under the Federal Bankruptcy Code or any other present or future federal of state bankruptcy or insolvency law, or a trustee, receiver or liquidator is appointed for you or it or a substantial part of your or its assets. 14. REMEDIES: We have the following remedies if a default should occur. a) upon written notice for liquidated damages for loss of the bargain and not as a penalty, declare the entire balance of the unpaid Lease Payments for the full term immediately due and payable and demand and receive all Lease Payments and any other payments then accrued and those that are accelerated under the Lease or any other agreement plus the FMV (as defined in Section 8) with all accelerated Lease Payments and the FMV discounted at 3% per annum, but only to the extent permitted by law; b) charge you Interest on all monies due us at the rate of eighteen percent (18%) per year from the date of default until paid, but in no event more than the maximum rate permitted by law; c) and require that you return the Equipment to us and in the event 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 that it is terminated. In the event the Equipment is returned to or repossessed by us, 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 costs and expenses of Such sale or re-rent to your obligations with you remaining liable for any deficiency. Fair Market Value Lease Agreement (Rev.11 /07) • • RICOH LEASE AGREEMENT .39352 RICOH BUSINESS SOLUTIONS The credit for any sums to be received by us tram any such rental shell be discounted to the date of the agreement at six percent (6%) per year. You are also required to pay (i) all expenses incurred by us in connection with the enforcement of any remedies, mdudmg all expenses of repossessing, storing. shipping, repairing and selling the Equipment, and (ii) reasonable attorneys' fees. 15. WARRANTY OF BUSINESS PURPOSE: You warrant and represent that the Equipment will be used for business purposes, and not for personal, family or household purposes. 16. UCC FILINGS. You authorize us to file a financing statement covering the Equipment. If we feel it is necessary. you agree to submit financial statements (audited 0 available) on a quarterly basis 17. MISCELLANEOUS: Written notices will be deemed to have been given when delivered personally within 3 days after being deposited in the United States mail, postage prepaid , or the next business day if sent by overnight courier, and addressed to the recipient at its address above or at any other address subsequently provided in writing. This Lease Agreement contains the entire agreement and understanding of the parties. No agreements or understandings are binding on the parties unless set forth in writng and signed by the parties. Any provision of this Lease which for any reason may be held unenforceable shall be ineffective without invalidating the remaining provisions of this Lease. You agree that a facsimile copy of this Lease with facsimile signatures may be treated as an original for the purpose of being admissible as evidence of the Lease. If you elect to transmit this Lease by facsimile, you agree that, if we elect to do so in our sole discretion, the only version of this Lease that is the original for all purposes under the UCC is the version containing your facsimile signature and our original signature and you waive notice of our acceptance of this Lease and receipt of a copy of the originally signed Lease. 18 UCC - ARTICLE 2A PROVISIONS. You agree that this Lease is a Finance Lease as that term is defined in Article 2A of the 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 description of any rights or warranties that you may have under the supply contract- You waive any and all rights and remedies granted under Sections 2A-508 through 2A•522 of the UCC. including, but not limited to: the right to repudiate the Lease and reject the Equipment; the right to carrel the Lease; the right to revoke acceptance of the Lease; the right to grant a security interest in the Equipment in your possession and control for any reason; or the right to recover damages for any breach of warranty. 19. CHOICE OF LAW. This Lease shall In a9 respects be Interpreted and all rights and liabilities of the parties under this Lease shall be determined and governed as to validity, interpretation, enforcement and effect by the laws of the State of New Jersey except for local filing requirements. You consent and agree that non-exclusive jurisdiction, personal or otherwise, over you and the Equipment shall be with any State or Federal Courts of the State of New Jersey having jurisdiction over the subject matter. YOU ALSO IRREVOCABLY WAIVE YOUR RIGHT TO A TRIAL BY JURY. BY SIGNING THIS LEASE: (1) YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS LEASE; (it) YOU AGREE THAT THIS LEASE IS A NET LEASE THAT YOU CANNOT TERMINATE OR CANCEL, YOU HAVE AN UNCONDITIONAL OBLIGATION TO MAKE ALL PAYMENTS DUE UNDER THIS LEASE, AND YOU CANNOT WITHHOLD, SET OFF OR REDUCE SUCH PAYMENTS FOR ANY REASON. Lessor Lessee Authorized Signature Authorized Signature Print Name & Title Date Prim Name & Title Date Fair Market Value Lease Agreement (Rev.11 /07) 0 9 RICOH RICOH BUSINESS SOLUTIONS DELIVERY & ACCEPTANCE CERTIFICATE .39352 Customer(Lessee): Lease Agreement Dated The above Customer hereby unconditionally represents and certifies to Ricoh Americas Corporation ("Ricoh"), and agrees, that: 1. The following equipment, other personal property and software, if any, leased or otherwise provided to Customer or otherwise constituting collateral relating to the above lease, contract or schedule (the "Goods"), has been fully delivered and installed at Customer's place of business, has been inspected and tested by Customer and is operating in good working order to Customer's complete satisfaction, meets all of Customer's requirements and specifications, and is hereby irrevocably accepted by Customer: Quantity Make or Other Description Model Name (if any) Serial # (if any) Attach additional page if necessary 2. There are no side agreements between Customer and any third parry relating to the subject matter of the Contract, and no cancellation rights have been granted to Customer by Ricoh or any third party. There is no "free demonstration" or "test" period for the Goods. Customer has reviewed and understands all of the terms of the Contract, and Customer agrees that the Contract cannot be revoked or canceled or terminated early for any reason. Customer agrees that (i) Ricoh may insert the Contract or Lease number above and the Delivery Date below if either is missing following the Customer's signature below and (ii) a facsimile of this document containing a facsimile of the Customer's signature shall be considered as valid and binding as the original for all purposes. Instruction to Customer: Please sign this Certificate certifying that the Goods have been delivered, installed and accepted. Customer's /Lessee's Authorized Print Name: Delivery Date of the Goods: Signature: Fair Market Value Lease Agreement (Rev.11 /07) 0 0 RICOH ORDER AGREEMENT RICOH BUSINESS SOLUTIONS Attachment C .39352 OFFICE OFFICE NAME DELIVERING OFFICE NUMBER SPSN NAME AND NUMBER 183 Los Angeles East 183 Lay, Vatana 39352 DATE TYPE OF SALE: DELIVERING SPSN NAME AND NUMBER 10/1812007 Fair Market Value Lease Agreement Lay, Vatana 39352 SHIP TO 7 AGREEMENT CONSISTS OF THIS PAGE, THE TERMS AND CONDITIONS, AND BILL TO INTENA NCE TERMS ATTACHED NAME: NAME: City of Rosemead City of Rosemead ADDRESS: ADDRESS: 8838 East Valley Blvd 8838 East Valley Blvd ADDRESS: ACCOUNT NUMBER ADDRESS: ACCOUNT NUMBER CITY ST ZIP COUNTY CITY ST ZIP COUNTY Rosemead CA 91770 Los Angeles Rosemead CA 91770 Los Angeles SHIP TO PHONE LIC OR SIC GROUP CODE CONTACT PHONE PRE-SCREEN 1 626 569-2107 Matt Hawkesworth 1 626 569-2107 KEY DECISION MAKER PHONE # FAX# Matt Hawkesworth 1 626 569-2107 BILLING INFORMATION BILLING INDICATOR P. 0. NO. NAT. CONT. BMA ❑ BILL TO LOC ❑ SHIP TO LOC LIMIT EXPIRE ARREARS RATE FACTOR BILL START DATE NAT. CONTRACT NO. RICOH INTERNAL USE ONLY RELEASE BY I BILLING MASTER BMS ORDER NO. STATUS APPROVAL COD E REVISION TYPE PROD ID DESCRIPTION DROP SHIP SERIAL NO. MTR RDG QTY AFICIO MP 3260 DIGITAL MFP TONER INCLUSIVE SERVICE CONTRACT DRUMS, PARTS, MAINTENANCE INCLUDED BLACK AND WHITE COPY CHARGE OF $ 0.009 IN EXCESS OF 75000 PER QUARTER COLOR COPY CHARGE OF $ 0.065 IN EXCESS OF 0 PER QUARTER PRINT, COPY, AND SCAN ENABLED 3 HOLE PUNCH, BOOKLET MAKER FINISHER MESSAGE SUB TOTAL TAXES ORDER TOTAL LESS PAYMENT AMOUNT DUE Fair Market Value Lease Agreement (Rev. 11/07) RICOH ORDER AGREEMENT RICOH BUSINESS SOLUTIONS 39352 LEASE AGREEMENT NO. OF PAYMENTS 48 PAYMENT FREQUENCY Monthly PAYMENT AMOUNT 509.00 CONTRACT TERM 48 PLUS TAX 41.99 1$' PAYMENT DUE Upon Receipt TOTAL PAYMENT AMOUNT 550.99 END OF LEASE OPTION Fair Market Value ADVANCE PAYMENT AMOUNT H no amount of taxes Is shown above, appl estimated. Actual tax amounts, icable tax amounts will be determined and reflected on each invoice. In addition, any taxes shown above are which may differ from the amounts stated above, will be determined and reflected on the Invoice BY VED IN THIS WRITTEN AGREEMENT MAY NOT BE LEGALLY ENFORCED. YOU MAY CHANGE THE I EHWi Ur I Hlb AGHttMCN I UnLT V YOU AND US. CHANGES MADE BY RICOH PERSONNEL OR ANYONE ELSE DO NOT BECOME PART OF YOUR THE TERMS AND CONDITIONS OF THE AGREEMENT THIS AGREEMENT IS NOT CANCELLABLE. YOU AGREE THAT THE EQUIPMENT .Y AND NOT FOR PERSONAL. FAMILY OR HOUSEHOLD PURPOSES YOU CERTIFY THAT ALL THE INFORMATION GIVEN IN THIS , 21`1 nun rnuoi FTF wHFIJ THE A(:RFFMFNT WAS CI(;NFh THIS AGREEMENT IS NOT BINDING UPON US OR EFFECTIVE UNTIL MAINTENANCE AGREEMENT BY INITIALING IN THE SPACE PROVIDED TO THE RIGHT, CUSTOMER ACKNOWLEDGES INITIALS THAT THE MAINTENANCE AGREEMENT HAS BEEN FULLY EXPLAINED. CUSTOMER ALSO ACKNOWLEDGES THAT THEY ARE RESPONSIBLE FOR TONER SHIPPING AND HANDLING CHARGES. 'INITIALS' AFICIO MP 3260 DIGITAL MFP CUSTOMER ACKNOWLEDGES AND ACCEPTS PER BLACK AND WHITE COPY CHARGE OF $ 0.009 IN EXCESS OF 75000 PER QUARTER CUSTOMER ACKNOWLEDGES AND ACCEPTS PER COLOR COPY CHARGE OF $ 0.065 IN EXCESS OF 0 PER QUARTER nl IQTr)U;:P ACKNnWI Fnr,FS ANn AcCFPTS THAT TONER IS INCLUDED AS PART OF THE GENERAL MAINTENANCE AGREEMENT ACCEPTED: RICOH AMERICAS CORPORATION CUSTOMER NAME (BUSINESS ENTITY) 5 DEDRICK PLACE WEST CALDWELL, NJ 07006 BY: TITLE BY: TITLE PRINT NAME: DATE ACCEPTED DATE SIGNED By initialing in the space provided to the right, Customer acknowledges that it has received copies of the Terms and INITIALS Conditions of Sale or Lease Agreement and Maintenance Agreement, as applicable to this Order Agreement and acknowledges that such Terms and Conditions are incorporated into this Order Agreement. UNCONDITIONAL GUARANTY In consideration of Ricoh entering into the above Agreement in reliance on this guaranty, the undersigned, together and separately, unconditionally and irrevocably guarantee to Ricoh, its successors and assigns, the prompt payment and performance of all obligations under the above Agreement. The undersigned agree that (a) this is a guaranty of payment and not of collection, and that Ricoh can proceed directly against the undersigned without disposing of any security or seeking to collect from Customer, (b) the undersigned waive all defenses and notices, including those of protest, presentment and demand, (c) Ricoh may renew, extend or otherwise change the terms of the Agreement without notice to the undersigned and the undersigned will be bound by such changes, and (d) the undersigned will pay all of Ricoh's costs of enforcement and collection. THIS GUARANTY WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY. PERSONAL: PERSONAL: BY Individually BY: Individually Address, Address. Social Security Number. Social Security Number Witness Witness'. Fair Market Value Lease Agreement (Rev. 11/07) • , RICOH ORDER AGREEMENT .39352 RICOH BUSINESS SOLUTIONS GENERAL TERMS AND CONDITIONS 1. Orders. Customer may acquire the products or services from Ricoh by executing and delivering to Ricoh an Order Form for acceptance - If Customer has elected to execute a Lease Agreement, Customer shall be deemed to have assigned its rigor to purchase the Equipment to a third party Lessor and to enter into the Lease Agreement with such Lessor. These General Terms and Conditions shall be incorporated by reference into any Order Form, Lease Agreement or Maintenance Agreement; provided, however, that, in the event of any conflict between the terms of the Lease Agreement and these General Terms and Conditions, the terms of the Lease Agreement shall control. 2. Pricing and Charges/Payment Terms. Pricing for Maintenance Services may be adjusted by Ricoh on or after each one-year anniversary of the effective date of the Maintenance Agreement. Unless otherwise speed in any Order Forth, payment to Ricoh for products shall be net thirty (30) days from date of invoice. Customer shall pay Ricoh interest on any past due payment at the highest rate permitted by applicable law, not to exceed 1.5% per month. 3. Taxes. Customer shall pay all sales and use taxes, personal property taxes and all other taxes and charges relating to the purchase. ownership, delivery, lease, possession or use of the Equipment or the provision of Maintenance Services. with the exception of any taxes on or measured by Ricoh's and/or Lessor's net income. 4. Limited Warranties. Ricoh warrants to Customer that Maintenance Services shall be performed by Ricoh in accordance with industry standards. Ricoh further warrants that, al the time of delivery and for a period of ninety (90) days thereafter the Equipment will be in good working order and will be free from any defects in material and workmanship. Ricoh's obligations under this warranty are limited solely to the repair or replacement (at Ricoh's option) of parts proven to be defective upon inspection. The foregoing warranty shall not apply (a) if the Equipment is installed, wired, modified, altered, moved or serviced by anyone other than Ricoh, or, (b) if the Equipment is installed, stored and utilized and/or maintained in a manner not consistent with Ricoh specifications or (c) if a defective or improper non-Ricoh accessory or supply or part is attached to or used in the Equipment, or (d) lithe Equipment is relocated to any place where Ricoh services are not available. CUSTOMER ACKNOWLEDGES THAT THE LIMITED WARRANTY CONTAINED HEREIN DOES NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE EQUIPMENT THE FOREGOING LIMITED WARRANTIES DO NOT APPLY TO CONSUMABLE PARTS INCLUDING, BUT NOT LIMITED TO DRUMS, CLEANING BRUSHES, FILTERS, HEAT AND OILER TUBES. PRESSURE PADS. LAMPS LENSES, FUSES. PAPER AND TONER. THE WARRANTIES EXPRESSED HEREIN ARE EXCLUSIVE AND RICOH HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 5. Limttation of Llability. RICOH SHALL HAVE NO LIABILITY TO CUSTOMER (OR TO ANY PERSON OR ENTITY CLAIMING THROUGH CUSTOMER) FOR LOST PROFITS, LOSS OF REVENUE, OR FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY MANNER CONNECTED WITH ANY ORDER FORM. LEASE AGREEMENT OR MAINTENANCE AGREEMENT, OR THE SUBJECT MATTER HEREOF OR THEREOF, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT RICOH HAS BEEN INFORMED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 5 SHALL NOT APPLY TO DAMAGES RESULTING FROM THE WILLFUL MISCONDUCT OF RICOH OR ITS PERSONNEL. IN NO EVENT SHALL ANY LIABILITY OF RICOH TO CUSTOMER EXCEED THE AMOUNT PAID BY CUSTOMER TO RICOH PURSUANT TO ANY ORDER FORM, LEASE AGREEMENT OR MAINTENANCE AGREEMENT. AS APPLICABLE. 5 Governing Law. These General Terms and Conditions and the Maintenance Terms and Conditions below shall be construed in accordance with and governed by the substantive laws of the State of New Jersey, without regard to its conflicts of laws principles. 7. Entire Agreement These General Terms and Conditions and the Maintenance Terms and Conditions below constitute the entire agreement between the parties and supersede all proposals, oral or written, and all other communications between the parties In relation to the Equipment. Customer agrees and acknowledges that it has not relied on any representation, warranty or provision not explicitly contained in these General Terms and Conditions and any Order Form. Lease Agreement and/or Maintenance Agreement, whether in writing, electronically communicated or in oral form. Any and all representations. promises, warranties, or statements by any Ricoh agent, employee or representative that differ in any way from the terms of these General Terms and Conditions and any Order Forth, Lease Agreement and/or Maintenance Agreement shall be given no force or effect. MAINTENANCE TERMS AND CONDITIONS 1. Maintenance Service. Ricoh agrees to provide to Customer, during Ricoh's normal business hours, the maintenance service necessary to keep the Equipment in, or restore the Equipment to, good working order in accordance with Ricoh's policies then in effect. This maintenance service includes maintenance based upon the specific needs of individual Equipment, as determined by Ricoh, and unscheduled, on-call remedial maintenance. For each unscheduled service call requested by the Customer, Ricoh shall have a reasonable time within which to respond. Maintenance will include lubrication, adjustments, and replacement of maintenance parts deemed necessary by Ricoh. Maintenance parts will be furnished on an exchange basis, and the replaced parts become the property of Ricoh. Maintenance service provided under this Agreement does not assure uninterrupted operation of the Equipment. If available, maintenance service requested and performed outside Ricoh's normal business hours will be charged to the Customer at Ricoh's applicable time and material rates and terms then in effect, unless Ricoh and Customer have a written agreement providing for after-hours maintenance service This Agreement does not cover charges for Installation of equipment or de-installation of equipment if it is moved. For purposes of these Maintenance Terms and Conditions. Equipment excludes any software and documentation described on the Order Forth . and/or incorporated or integrated in the Equipment 2. Exclusions To Maintenance Service. Maintenance service provided by Ricoh under this Agreement does not include: (a) Repair of damage or increase in service time caused by failure of Customer to provide continually a suitable installation environment with all facilities prescribed by Ricoh, including, but not limited to, the failure to provide, or the failure of, adequate electrical power, air-conditioning, or humkifly-control; (b) Repair of damage or increase in service time caused by: accident, disaster, which shall include but not to be limited to fire, flood, water, wind, and lighting: transportation; neglect; power transients; abuse or misuse; failure of the Customer to follow Ricoh's published operating instructions; and unauthorized modifications of repair of Equipment by persons other than authorized representatives of Ricoh; (c ) Repair of damage or increase in service time caused by use of the Equipment for purposes other than those for which designed; (d) Replacement of parts which are consumed in normal Equipment operation, unless specifically included; (e) Furnishing supplies or accessories, painting or refinishing the Equipment or furnishing the material therefor, inspecting altered Equipment, performing services connected with relocation of Equipment or adding of removing accessories, attachments or other devices; (r) Repair of damage, replacement of parts (due to other than normal wear) or repetitive service calls caused by use of incompatible supplies; (g) Complete unit replacement or refurbishment of the Equipment' (h) Elearitai work external to the Equipment or maintenance of accessories, attachments, or other devices not furnished by Ricoh; (j) Increase in service time caused by Customer denial of full end free access to the Equipment or denial of departure from Customer's site. The foregoing excluded hems, if performed by Ricoh, will be charged to Customer at Ricoh's applicable time and material rates then in effect. 3. Invoicing. Charges for maintenance service hereunder will consist of a Basic Maintenance Charge, any applicable zone charge, and, if applicable, Meter Charges as stated below in this Agreement. In addition, Customer shall be responsible for paying all shipping and handling charges for toner, even it this Agreement is a toner inclusive contract as set forth on the Ricoh Order Forth, in accordance with the terms stated on the invoice. The Basic Maintenance Charge may be invoiced in advance. The Meter Charge (if applicable) or other maintenance charges will be invoiced periodically in arrears. The Basic Maintenance and Meter Charges for a partial month's service will be prorated on the basis of a thirty (30) day month. Payment is required within the period staled on the invoice. 4. Engineering Changes. Engineering changes, determined applicable by Ricoh, will be controlled and installed by Ricoh. Engineering changes which provide additional capabllilies to the Equipment covered herein will be made at Customer's request at Ricoh's applicable time and material rates and terms then in effect. 5. Indemntfication. Except as otherwise provided in Section 5 of the General Terms and Conditions, Ricoh agrees to indemnity and hold Customer harmless from and against any loss, cost, damage, claim, expense, or liability as a result of injury or death of any person or damage to any personal property of Customer which such personal injury or damage arises out of or in connection with the sole negligence of Ricoh or Its employees In the performance of this Agreement, provided Ricoh receives prompt written notice of such personal injury or damage, and provided further that Ricoh shall have the sole control of the defense of any such action and all negotiations for its settlement or compromise. 6 Term and Termination. This maintenance agreement shall extend for a period of one (1) year from its commencement date and shall automatically renew for additional one (1) year periods unless notice of nonrenewal is provided by either party within thirty (30) days of the initial or any renewal tern. Notwithstanding the above, either party may terminate a maintenance agreement for failure of the other to comply with any of its terms and conditions in the event such noncompliance is not cured within thirty (30) days after the provision of notice of such noncompliance. Maintenance service performed by Ricoh after the termination of a maintenance agreement shall be charged to Customer at Ricoh's applicable time and material rates and terms then in effect Ricoh may suspend performance under any maintenance agreement if Customer is in defauh or in arrears in payments to Ricoh under this or any other agreement. 7. Meter Charges. If applicable, Customer also shall pay the monthly meter charges fisted on the first page hereof for each copy made on Equipment subject to this Agreement. The initial quarter following installation will include the first partial month (if applicable) and meter charges for such partial month will be prorated. Meter readings shall be provided on a quarterly basis by Customer at the request of Ricoh. 8. Supplies. If supplies are included in the service provided under this Agreement, Ricoh will supply black toner, ink and developer. unless otherwise stated in this Agreement, to Customer based upon normal yields. If Customer's usage of the supplies exceeds the normal yields for the equipment being serviced, Ricoh will invoice and Customer agrees to pay, for the excess supplies at Ricoh's current retail prices then in effect. Fair Market Value Lease Agreement (Rev. 11/07) RICOH • LEASE AGREEMENT • .39352 RICOH BUSINESS SOLUTIONS TO OUR VALUED CUSTOMER This Lease Agreement ('Lease') has been written in 'Plain English.' When we use the words you and your in this Lease, we mean you, our customer, which is the Lessee indicated below. When we use the words we, us, and our in this Lease, we mean the Lessor, Ricoh Americas Corporation or a third party Lessor, as assignee, as agreed in Section 8 below 1. LEASE This Lease establishes the general terms and conditions under which we tease to you the equipment described in the Order Agreement, dated 2. TERM AND RENT: This Lease is effective on the date that it is accepted and signed by us, and the term begins on that date or any later date that we designate (the "Commencement Date') and continues thereafter for the number of months indicated above. You will sign a separate Equipment delivery and acceptance certificate and we may also confirm your acceptance by telephone, and any such telephone confirmation shall have the same binding legal effect on you as a signed delivery and acceptance certificate. Payments will be due as invoiced by us until the balance of the Lease Payments and any additional Lease Payments or expenses chargeable to you under the Lease are paid in full. YOUR OBLIGATION TO PAY THE LEASE PAYMENTS AND OTHER LEASE OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL AND ARE NOT SUBJECT TO CANCELLATION, REDUCTION, SETOFF OR COUNTERCLAIM. THIS LEASE IS NON-CANCELABLE. 3. LATE CHARGEWDOCUMENTATION FEES: If a Lease Payment is not made within 10 days of when due, you will pay us, within one month, a late charge of 5% of the payment or 510.00, whichever is greater, but only to the extent permitted by law. 4. SELECTION OF EQUIPMENTIDISCLAIMER OF WARRANTIES: You have selected the Equipment and the supplier from whom we agree to purchase the Equipment at your request. We are not the manufacturer of the Equipment and we are leasing the Equipment to you "AS-IS". You have selected the Equipment and we MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. We transfer to you 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. PROVISION OR CONDITION OF THIS LEASE AND EXCEPT FOR THE MANUFACTURER WARRANTIES, MAKE ANY REPRESENTATION OR WARRANTY ABOUT THE LEASE OR THE EQUIPMENT. WE SHALL NOT BE LIABLE FOR ANY DELAYS IN MAKING DELIVERIES OR REPAIRS NOR IN ANY EVENT FOR SPECIAL, RESULTING OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT OCCASIONED BY ANY BREACH OF WARRANTY OR REPRESENTATION OR RESULTING FROM THE USE OR PERFORMANCE OF THE EQUIPMENT. YOUR OBLIGATION TO PAY IN FULL ANY AMOUNT DUE UNDER THIS LEASE WILL NOT BE AFFECTED BY ANY DISPUTE, CLAIM, COUNTERCLAIM, DEFENSE OR OTHER RIGHT WHICH YOU MAY HAVE OR ASSERT AGAINST THE SUPPLIER OR THE EQUIPMENT MANUFACTURER. 5. TITLE, PERSONAL PROPERTY, LOCATION AND INSPECTION: Unless you have a 51.00 purchase option, we will have title to the Equipment lf you have a 51.00 purchase option and/or the Lease purchase option is deemed to be a security agreement, you gram us a security interest in the Equipment and all proceeds thereof. You have the right to use the Equipment for the full Lease tern provided you comply with the terms and conditions of the Lease. Although the Equipment my become attached to real estate, it remains personal property and you agree not to permit a lien to be placed upon the Equipment or to remove the Equipment without our prior written consent. If we feel K is necessary, you agree to provide us with waivers of interest or liens, from anyone claiming any interest in the real estate on which any item of Equipment is located. We also have the right, at reasonable limes, to inspect the Equipment. 6. USE, MAINTENANCE AND REPAIR: During the term of this Lease, you are required, at your own cost and expense, to maintain in full force and effect a maintenance agreement with Ricoh or a third party which has been authorized to service and maintain the Equipment by the manufacturer, and to keep the Equipment in good repair, condition and working order, except for ordinary wear and tear, and you will supply all parts and servicing required. All replacement pans used or installed and repairs made to the Equipment will become our property. You may, with our prior written consent, make modifications to the Equipment, provided such modifications do not reduce the value or usefulness of the Equipment or result in the loss of any warranty or any certification necessary for the maintenance of the Equipment and such modifications must be easily removable without causing damage to the Equipment. Before returning the Equipment, you agree to remove such modifications and restore the Equipment to its original condition. K you fail to remove such modifications, we are deemed the owner of such modifications. IN THE EVENT THE LEASE PAYMENTS INCLUDE THE COST OF MAINTENANCE AND/OR SERVICE BEING PROVIDED BY THE SUPPLIER AND/OR THE MANUFACTURER OF THE EQUIPMENT, YOU ACKNOWLEDGE THAT IF THIS LEASE IS ASSIGNED, THE ASSIGNEE LESSOR IS NOT RESPONSIBLE FOR PROVIDING SUCH MAINTENANCE AND/OR SERVICE FOR THE EQUIPMENT. YOU WILL MAKE ALL CLAIMS FOR SERVICE AND/OR MAINTENANCE SOLELY TO THE SUPPLIER AND/OR MANUFACTURER AND SUCH CLAIMS WILL NOT AFFECT YOUR OBLIGATION TO MAKE ALL REQUIRED LEASE PAYMENTS TO THE ASSIGNEE LESSOR. YOU FURTHER ACKNOWLEDGE THAT RICOH MAY INCREASE MAINTENANCE CHARGES BY UP TO 10% ANNUALLY. 7. 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/or the Equipment and, if we do, the new owner will have the same rights and benefits that we now have but will not have to perform and will not be liable for any of our obligations and that the rights of the new assignee Lessor, whether or not you have been notified of such assignment, will not be subject to any claims, defenses, or set-offs that you may have against us. Any such assignment, sale or transfer of this Lease or the Equipment will not relieve us of our obligations to you under this Lease. 8. END OF TERM OPTION: Upon at least sixty (60) days but not more than one hundred twenty (120) days written notice to us prior to the expiration of the Lease tern, you shall advise us of your intention to either exercise any purchase option that has been granted to you or return the Equipment to us at the end of the Lease term. Provided you have given such timely notice, you shall either purchase or return the Equipment to us, freight and Insurance prepaid. in good repair, condition and working order, ordinary wear and tear excepted, in a manner and to a location designated by us. If you fail to notify us, or laving notfied us, you fail to purchase or return the Equipment as provided herein, this Lease shall renew for consecutive sixty (60) day periods and you agree to continue to make Lease Payments at the same monthly Lease Payments as set forth in the Lease subject to the right of either party to terminate the Lease upon sixty (60) days written notice, in which case you will immediately deliver the Equipment to us as required in this paragraph. Upon expiration of the Lease term, provided you are not in default. you shall have the option to purchase all but not less than all of the Equipment on the terms as indicated above. We will use our reasonable judgment to determine the Equipment's fair market value for all fair market value purchase options which shall be based on the Equipment remaining in place. 9. LOSS OR DAMAGE: You are responsible for the risk of loss or destruction of, or damage to the Equipment. No such loss or damage relieves you from any obligation under this Lease. You agree to promptly notify us of any loss or damage to the Equipment and you will pay to us the present value of the total of all unpaid Lease Payments for the full Lease term, plus either the fair market value of the Equipment at the end of the originally scheduled Lease term as reasonably determined by us or any Eno of Term Option price stated on the Lease, whichever is greater (the 'FMV"), with the accelerated Lease Payments and the FMV discounted at 5% per annum, plus. K applicable, reasonable costs of collection and attorneys' fees, whereupon the Lease shall terminate. All proceeds of insurance received by us will be applied to the amount due under this section 8. 10. INDEMNITY: We are not responsible for any losses or injuries caused by the Equipment and you agree to reimburse us for and to indemnify and defend us against any claim for losses or injuries caused by the Equipment except if caused by our gross negligence or willful misconduct This indemnity will continue even after the termination of this Lease. 11. TAXES: You agree to pay all license and registration fees, sale and use taxes, personal property taxes and all other taxes and charges, relating to the ownership, leasing, rental, sale, purchase, possession or use of the Equipment as pan of the Lease Payment or as billed by us. You agree that K we pay any taxes or charges on your behalf, you will reimburse us for all such payments with the next Lease Payment 12. INSURANCE: During the term of this Lease, you will keep the Equipment Insured against all risks of loss or damage in 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 each Lease, comprehensive public liability insurance covering both personal injury and property damage. We will be the sole named loss payee on the property insurance and named as an additional insured on the public liability insurance. You will pay all premiums for such insurance and must deliver proof of insurance coverage satisfactory to us on or before the Commencement Dale. If you do not so provide evidence of 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 you on which we make a profit and you agree to pay us an additional monthly charge to reimburse us for the insurance premium and our current insurance administrative fee on which we may make a profit. 13. DEFAULT: You are in default of this Lease if any of the following occurs: a) you fail to pay any Lease Payment or other sum when due; b) you breach any warranty or other obligation under this Lease, or any other agreement with us; c) you, any partner or any guarantor dies, you become insolvent or unable to pay your debts when due; you stop doing business as a going concem; you merge, consolidate, transfer all or substantially all of your assets; you make an assignment for the benefit of creditors or you undergo a substantial deterioration in your financial condition; or d) you, any guarantor or any partner, voluntarily file or have filed against you or it involuntarily, a petition or liquidation, reorganization, adjustment of debt or similar relief under the Federal 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 it or a substantial pan of your or Its assets. 14, REMEDIES: We have the following remedies if a default should occur a) upon written notice for liquidated damages for loss of the bargain and not as a penalty, declare the entire balance of the unpaid Lease Payments for the full term immediately due and payable and demand and receive all Lease Payments and any other payments then accrued and those that are accelerated under the Lease or any other agreement plus the FMV (as defined In Section 8) with all accelerated Lease Payments and the FMV discounted at 3% per annum, but only to the extent permitted by law, b) charge you interest on all monies due us at the rate of eighteen percent (18%) per year from the date of default until paid, but in no event more than the maximum rate permitted by law; c) and require that you return the Equipment to us and in the event 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 that it Is terminated. In the event the Equipment is returned to or repossessed by us, 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 costs and expenses of such sale or re-rent to your obligations with you remaining liable for any deficiency. Fair Market Value Lease Agreement (Rev.11 /07) RICOH LEASE AGREEMENT RICOH BUSINESS SOLUTIONS .39352 The credit for any sums to be received by us from any such rental shall be discounted to the date of the agreement at six percent (6%) per year. You are also required to pay (i) all expenses incurred by us in connection with the enforcement of any remedies. including all expenses of repossessing, stonng, shipping, repairing and selling the Equipment, and (ii) reasonable attorneys' lees 15 WARRANTY OF BUSINESS PURPOSE: You warrant and represent that the Equipment will be used for business purposes, and not for personal, family or household purposes 16. UCC FILINGS. You authorize us to file a financing statement covering the Equipment. If we feel it is necessary, you agree to submit financial statements (audited If available) on a quarterly basis. 17. MISCELLANEOUS: Written notices will be deemed to have been given when delivered personally within 3 days after being deposited in the United States mail, postage prepaid , or the next business day if sent by overnight courier, and addressed to the recipient at its address above or at any other address subsequently provided in writing. This Lease Agreement contains the entire agreement and understanding of the parties. 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 unenforceable shall be ineffective without invalidating the remaining provisions of this Lease. You agree that a facsimile copy of this Lease with facsimile signatures may be treated as an original for the purpose of being admissible as evidence of the Lease. If you elect to transmit this Lease by facsimile, you agree that, if we elect to do so in our sole discretion, the only version of this Lease that is the original for all purposes under the UCC is the version containing your facsimile signature and our original signature and you waive notice of our acceptance of this Lease and receipt of a copy of the originally signed Lease. Lessor Lessee Authorized Signature Authorized Signature 18. UCC - ARTICLE 2A PROVISIONS. You agree that this Lease is a Finance Lease as that term is defined in Article 2A of the UCC. You acknowledge that we have given you the name of the Supplier of the Equipment. We hereby notify you that you may have nghts under the contract with the Supplier and you may contact the Supplier for a description of any rights or warranties that you may have under the supply contract. You waive any and all rights and remedies granted under Sections 2A-508 through 2A-522 of the UCC, including, but not limited to: the right to repudiate the Lease and reject the Equipment: the right to cancel the Lease; the right to revoke acceptance of the Lease. the right to grant a security interest in the Equipment in your possession and control for any reason, or the right to recover damages for any breach of warranty. 19. CHOICE OF LAW. This Lease shall In all respects be Interpreted and all rights and Iiablllties of the parties under this Lease shall be determined and governed as to validity, Interpretation, enforcement and effect by the laws of the State of New Jersey except for local filing requirements. You consent and agree that non-exclusive jurisdiction, personal or otherwise, over you and the Equipment shall be with any State or Federal Courts of the State of New Jersey having jurisdiction over the subject matter. YOU ALSO IRREVOCABLY WAIVE YOUR RIGHT TO A TRIAL BY JURY. BY SIGNING THIS LEASE: (1) YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS LEASE; (II) YOU AGREE THAT THIS LEASE IS A NET LEASE THAT YOU CANNOT TERMINATE OR CANCEL, YOU HAVE AN UNCONDITIONAL OBLIGATION TO MAKE ALL PAYMENTS DUE UNDER THIS LEASE, AND YOU CANNOT WITHHOLD, SET OFF OR REDUCE SUCH PAYMENTS FOR ANY REASON. Print Name & Title Date Print Name & Title Date Fair Market Value Lease Agreement (Rev.11 /07) 0 0 RICOH RICOH BUSINESS SOLUTIONS DELIVERY & ACCEPTANCE CERTIFICATE 39352 The above Customer hereby unconditionally represents and certifies to Ricoh Americas Corporation ("Ricoh"), and agrees, that: 1. The following equipment, other personal property and software, if any, leased or otherwise provided to Customer or otherwise constituting collateral relating to the above lease, contract or schedule (the "Goods"), has been fully delivered and installed at Customer's place of business, has been inspected and tested by Customer and is operating in good working order to Customer's complete satisfaction, meets all of Customer's requirements and specifications, and is hereby irrevocably accepted by Customer: Quantity Make or Other Description Model Name (if any) Serial # (if any) Attach additional page if necessary 2. There are no side agreements between Customer and any third party relating to the subject matter of the Contract, and no cancellation rights have been granted to Customer by Ricoh or any third party. There is no "free demonstration" or "test" period for the Goods. Customer has reviewed and understands all of the terms of the Contract, and Customer agrees that the Contract cannot be revoked or canceled or terminated early for any reason. Customer agrees that (i) Ricoh may insert the Contract or Lease number above and the Delivery Date below if either is missing following the Customer's signature below and (ii) a facsimile of this document containing a facsimile of the Customer's signature shall be considered as valid and binding as the original for all purposes. Instruction to Customer: Please sign this Certificate certifying that the Goods have been delivered, installed and accepted. Customer's /Lessee's Authorized Print Name: Delivery Date of the Goods: Signature: Fair Market Value Lease Agreement (Rev.11107) • • Attachment D RUB BUSINESS k~" •f ~'ie4.Ar A~~~ , SYSTEMS - AM B is u Subsidiary of Globallmaging S}etems. Inc. A Xerox CompaiW O O cc3 bA ct~ H Document Management Proposal Executive Summary Prepared For City of Rosemead Prepared By Alison Lewis MWB Business Systems November 5, 2007 Page 1 of 6 • • For City of Rosemead Qty Model Description Notes 1 Xerox 4595CP Xerox 4595 Copier, Printer, Scanner 95ppm Black/White 1 Xerox 4595CP Accounting Internal Auditron Scan to email with LDAP 1 Xerox 4595CP Scan features support, Network file server, Mailbox, Job template; 100ipm simplex, 60i pm duplex. Nuance PaperPort@ scanning, organizing, and sharing software, Nuance OmniPage@ document conversion (OCR) software, Image Retriever 1 Xerox 4595CP Scan to PC Desktop v. 8.0 software, PDF Converter software (Professional version only) 1 Xerox 4595CP Booklet Finisher Staple, Hole Punch, Booklet fold, C and Z fold, Post Inserter 1 Xerox WC7665P WorkCentre Pro 7665 Color Digital Copier 65ppm BlackNVhite, 50ppm Printer Color; 3,260 Paper Hold 1 Xerox WC7665P Accounting Internal Auditron, Xerox Standard Accounting Nuance PaperPort@ scanning, organizing, and sharing software, Nuance OmniPage@ document conversion (OCR) 1 Xerox WC7665P Scan to PC Desktop v. 8.0 software, Image Retriever software, PDF Converter software (Professional version only) 1 Xerox WC7665P Professional Finisher Staple, Hole Punch, Booklet 1 Xerox WC7665P Internet and Server Fax Enablement Kit Internet Fax Ready 1 Xerox WC7665P Single Line Fax Kit Single Line Fax Ready Page 2 of 6 PrinteGration~' Recommended/Proposed Implementations Analyze. Transform . Deliver . 0 0 Program Pricing Options Acquisition Option: (1) Xerox 4595CP (1) Xerox Work Centre Pro 7665P 48 Month FMV Lease at $1,726.00 per month. Includes all Delivery Set-Up and Training. Full Service and Supply Agreement Option: (("overage will include any drums..fuser rollers, all maer and developer) $0.008 Per page for Black/White pages per month. $0.07 Per page for Color pages per month. Recommended: 80, 000 pages per month for Black/White 1,500 per month for Color (Numbers based off of current monthly meter reads) Total Monthly Payment $2253.35 (monthly lease payment and full service and supply agreement) Page 3 of 6 nalyizee nteGration~" ATransform . Deliver* Recommended/Proposed Implementations rPninteG±aton ~M TranaJorminp Tile way vocr Prfnf For City of Rosemead Based on our analysis of your needs, the proposed program includes the following new units to optimize productivity and operation cost. Qty Model Description Notes 1 Xerox WC7665P WorkCentre Pro 7665 65ppm Black/White, 50ppm Color Digital Copier Printer Color; 3,260 Paper Hold 1 Xerox WC7665P Accounting Internal Auditron, Xerox Standard Accounting Nuance PaperPort@ scanning, organizing, and sharing software, Nuance OmniPage@ document conversion (OCR) 1 Xerox WC7665P Scan to PC Desktop v. 8.0 software, Image Retriever software, PDF Converter software 1 Xerox WC7665P Professional Finisher Staple, Hole Punch, Booklet 1 Xerox WC7665P Internet and Server Fax Enablement Kit Internet Fax Ready 1 Xerox WC7665P Single Line Fax Kit Single Line Fax Ready Page 4 of 6 is • Program Pricing Options Acquisition Option: (1) Xerox Work Centre Pro 7665P Network Controller, Internet Fier Kit, Single line Far Kit, Professional Finisher) MWB Discounted Cash Purchase Price $21,526.50. Includes all Delivery Set-Up and Training Full Service and Supply Agreement Option (('overage will include any th-wns, fitser rollers. all toner and developel;) $0.008 Per page for Black/White pages per month. $0.07 Per page for Color pages per month. *-A -1-ccniew hiIst'd on tttoNlltli, roltune Example monthly volume: 50.000 black white d, 000 color Total Monthly Maintenance cost: ,680 Page 5 of 6 0 0 MU3 BUSINESS Full Service & Supply Agreement SYSTEMS Maintenance Full coverage maintenance including all parts, service calls, and scheduled preventive maintenance calls. Supplies All supplies required for image creation. The only exclusions are paper and optional supply items. Document Volume Flexibility If at any time after six months of system installation, the actual monthly document output volume varies from the guaranteed minimum monthly document output volume, either upward or downward, you may request an adjustment in your guaranteed minimum monthly document output volume. Adjustments cannot be made above or below the manufacturers recommended volume range. Obsolescence Guarantee If at any time after twelve months of system installation, a technical advancement becomes available, MWB will, upon your approval, provide you with the option of upgrading your current system without a cancellation charge. Program Change Options If your document output volume has increase or decreased in an amount sufficient to warrant consideration of an alternate plan, MWB will provide you with the option of upgrading or downgrading. A downgrade is limited to a maximum of 25% of the original minimum monthly document volume. Service Loaner If the mainframe is deemed inoperable and MWB is unable to correct the problem, we will provide a loaner of similar or upgraded features at no additional cost until your mainframe is repaired. Uptime Guarantee We designed our maintenance procedures to average up to a 97% uptime, but in the event the mainframe provided is not operational (excluding preventive maintenance and operator preventable calls) during any 60 day period, MWB will provide a loaner of similar and upgraded features at no additional cost until your mainframe is repaired. Replacement Guarantee Should the mainframe fail to perform as outlined above, you must notify MWB at its corporate address in care of the Director of Service. MWB will have 30 working days to repair your mainframe to factory specifications or, if unable to do so, replace it with a copier of equal or greater capacity, capabilities and features, at no additional cost to you. L Page 6 of 6