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2015-285oxDnvaNCE rro. 2015-285 AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR, AUTHORIZING AND APPROVING A THIRTY-SIX MONTH LEASE AGREEMENT WITH RICOH-USA,INC. FOR PRODUCTION PRINTING EQUIPMENT FOR THE CITY OF DENTON REPROGRAPHICS DIVISION AS APPROVED BY THE STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES (DIR) CONTRACT NUMBER DIR-TSO-3041); PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5926-LEASE OF PRODUCTION PRINTING EQUIPMENT AWARDED TO RICOH USA, 1NC. IN THE ANNLIAL LEASE AMOUNT OF $85,758.36 FOR A THIRTY-SIX MONTH TOTAL OF $257,275.08). WHEREAS, pursuant to Resolution 92-019, the State of Texas has solicited, received and tabulated competitive bids for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies or services can be purchased by the City through the State of Texas Department of Information Services Go Direct Program at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTIONmmI_. The numbered items in the following numbered purchase order for materials, equipment, supplies, or services, shown in the "File Number" listed hereon, and on file in the office of the Purchasing Agent, are hereby approved: FILE __ _�_ R AMOUNT NUMER VENDO 5926 Ricoh-USA, Inc. $257,275.08 SECTION 2. By the acceptance and approval of the above numbered items set forth in the attached purchase orders, the City accepts the offer of the persons submitting the bids to the State of Texas Department of Information Services Go Direct Program for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the State of Texas Department of Information Services Go Direct Program, and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted items set forth in File 5926 wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by the State of Texas Department of Information Services Go Direct Program, the City Manager or his designated representative is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the Proposal submitted to the State of Texas Department of Information Services Go Direct Program, quantities and specified sums contained in the City's purchase orders, and related documents herein approved and accepted. SECTION 4. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. , SECTION 5 . This ordinance shall become effective immediately upon its passage and approval. ' � ' ' � �� ...�. ��'<��^ a�C'��"�� ,� � "�� I a. 1� �.��:��T� a'�� i`�� I��.�:�� 1=.��.� i�r�; t�c � �. �.�. �........... wfi ,� � � f�� ,� � � �� ,, f ��v.�° �m �, � ��'O� -._�- ' � �']'"[�4 R ATTEST: JENNIFER WALTERS, CITY SECRETARY „ � .. BY:� �� ,�, APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY � � � ,Y � � � �N BY: � „��"' �'�� ,. �" �� , �..�" �� tt.�.�.. � —��-�--- -��" �� ... �,�--� DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C ,,, . � �� ,,... „ „ � � „� �:... „ . ,o��, !�.., iiiiiii �� „ , , ,,,,,,,,,,,,,,,,,, ,�%�%�%�%, r ,,.,,,,. ' ,ii,ii„ ,,,,��:... �� ;, Cit of Denton Y Contract # 5926 Reprographics Equipment Lease DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C ' ' I � � �+ 1 • � � � � � � � � � � . . ' �. DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C Appendix J to DIR Contract No. DIR-TSO-3041 Supplementary Schedule to Master Lease Agreement (MLA) a �.� g ate of Master Lease Number:ease A reement � A�reement: Name of Lessee: CiL� of Denton � � In consideration of the mutual covenants set forth herein, the MLA in the form of Appendix D to DIR Contract No. DIR-TSO-3041 is deemed incorporated herein by reference, and Ricoh USA, Inc. (hereinafter "We", "Us" or "Our) and the lessee named above (hereinafter "You" and "Your") hereto enter into and agree to be bound by the terms and conditions of Appendix D, MLA to DIR Contract No. DIR-TSO-3041. In addition, We and You hereby agree to enter into this supplementary schedule (this "Schedule") to the MLA, in accordance with the terms and conditions set foRh below and Appendix D, MLA to DIR Contract No. DIR-TSO-3041 incorporated herein by reference. 1. Lease of Equipment: We hereby agree to lease to You and You hereby agree to lease from Us, the following-described Equipment upon the terms and conditions set forth in this Schedule and in the Master Lease Agreement: � �� u ' • ' • � ❑ See Attached E ui ment Schedule � � � � Equipment Lo �� q p mmm cation (if different than address shown above): � Quantity Equipment Make, Model & Serial Number (Required) Quantity � Equipment M�a� �� ( q J �� ke, Model & Serial Number Re uired ... ....�._.�.._m ,�..... �._�..._� 1 Ricoh PR081005 � ........ �� ,,,,ww� ...............�............� ......_� 1 m�Ricoh MPC4503 � ..�.�e�e�e�Wma�....... .... � wwww�_.��..... �.....� R�coi� PRQ7I�.OS7� . ��.. ......... � .�.......� ........�. 6 ....................... ._......................................._.............��.....................................................�.. ................... m.w�.�........��.�.. , _..� �� ... ..� ..._..� �� .._ ... ..I.....�.._ , .. �........... ..�........ . I � ...�� ..... ............_�_.�. _..a�. . �.,.� �..... ...�.�.� �6 .� .. ......... ..�..... .....� � .. .....��.. �_...._ . .... .......�. ��........... ��.....� �� .. .... �� ._._� � � � � ___ . � ..... � ww.� ....w� ww.� w..� ....... ........ .. � . ..... .. � ....� �......._ ..._� ERM AND PAYMENT INFORMATION; . � '• ' '� ' ' � ' = 2. Eauiament Suaplier(s): Ricoh USA. Inc. 3. Equiament Location(sl: 215 E MeKinney Street Denton Texas 76201 4. Miscellaneous: This Schedule may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute the same document. You acknowledge that You have received a copy of this Schedule and agree that a facsimile or other copy of this Schedule containing Your faxed or copied signature may be treated as an original and will be admissible as evidence of this Schedule. You waive notice of receipt of a copy of this Schedule with Our original signature. You hereby represent to Us that this Schedule is legally binding and enforceable against You in accordance with its terms. This Schedule is a Schedule to the MCA entered into in accordance with the terms and conditions of the Appendix D, MLA and DIR Contract No. DIR- TSO-3041. PO Number: Ricoh USA, Inc. Date: 9/� ... oo��s�g�ea e,,: ,� .............................�.� By: X m ��-O° C'`Z�� Print Name: By: X �'e" .... ..... ......... .� Print Name: eorge amp e Date: ,�aSb�, (�i1n,Su,a.W f�Y.��1:�11�y1i:1�1 Docu5igned by: DocuSigned by: John Knight J�� w� CS21996C2AZB439._ CSBFAFC1821946D... DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C IUIVI ��.;�� .°;%��:��i��n, Ricolt USA, lnc. 70 ValleyStren�n Yarkway Mmlvern, YA (9355 ProJuct Schedulc lVumber: lW�sler l,exse Agrcement Number: "Ihis Yroduci Sclr�iule (ttris "Scheciulu") is between FLiccrh U:sA, [nc. (`"we" ar "us"') and CI'rY OF D6NTON as customer or lessee (�•Cu.,tc�mcr'� cre "ycru�p . � �_ --------- .,, ,,,, ._ -- "}. 7his 5chedule constitutcs a "Scheciufc," "Pr�duct �ttac�°I�imcntscarzd�dd�r ?�or�emen" �� }m � • �, t as applrcable, under the [,��R—Z$��41 Aare��]Q►'�� .,, ([ogether avith any amendments, • c��da thcrcta, thc "Lrasc Ed6rcc¢ncnt" } identi5cd �bovc, bctwccn yc�u and Rj CQh IJ5/# InL_ All tcnns and conditians af the I,ease Agreement are incarpprated intca this Scheciule and madc a part hereof. If v,�e nre not the fcssar urtder i�ia^ I e�ese Agreement, 4hen, solcly fe�r purposcs of this Schedulc, wc shxff be dcc.7ncd to bc thc lcssor undcr thc Lcase A6�ecmcnt, It is Ihc intcnt of thc partics that this Schaiufc bc scparatcfy cnforccablc as a complete and independent agr�menl, independent of aff oLher Schedules lo lhe Lease Agreement : 14� I (�R��.Id 1Pdl�tiNell�Ts4°970N '91'w CiF UENTON 2[5 E M�KCNNEY ST FtE;1'FYOGFtftE'iI[(�S DEI�T E3l�SE;ME'IVT 1!yr�rr��&a,p p nt��ili4mu.1clriu,..ws . .. ......_ ........... C7FiNT(}N TX 76201-4299 .... ......,... .„ ., ...... ...._ C'ty ...... ...... Covnly.... ....... Sfate �a�� .. . ,,.,,_. �__� CP Ri1li�rgC(�40}t349-&E�<} IVumb .... � I'R�DIJC"9'(EQIIIPMENT [9ESC;IdIP'TI�IV (�`f'roduct"} `➢ ciotyau I�emecson .tl3'��i�%V¢�tik � �wulr�uct,"Jieiii� 215 E MCKIiVNEY S"[` RfiFROCrliAtAl'f-t[C��", LIEsPi° I3ASEMF.N'T' Silding Addruss o a�"i a d�.�� ..,,,_ .... ... ..,�.... ' fi �'V `a^v��',p'ra+ddi Jrr�'r.rGUrrrr a�n"al�r^.a:a.,d Bifliug Canfact Facsimile Number .. ---- — � P rcrduct Datian�hon Ma6e & Mqdel w...�.� � _....�. ... .... . ........___-- � I RICOH PROSIOOS m„m„ 1 RICOH MPC4503 .....,,,.. . �.. .. � ..................�.e._9 � � ,....m, I RICOH PROC71 IOSX BRANDING SE"C 1'r�el��li:lel7' S�FIE[D111�E Tx rc,zoa-nz�� — ....��... 5txrt�. r:iq� 6illany Cnntact �-Mail Address 4anya.demerson cr,cityafderiton.coer7 _ .� �� .____�_ Qly Im4sapdik11Jc3Mfti"�q� �w�cukcdk,tl�el B .._,. .._ . , �� ...�� .,.e. ...�..,. .. ....,.. .....m .............. �� ........�,��.._ ....... ........a... ...._.. .�_...... .., .,______ .. ....... ..., 1Vlinimum 9'erm Minimum Payment Minimum Payment Billing Frequcncy �ldvanse 1'ayer�nt (rrton�ha•} (Wilhoul /ax) 0✓ Mmrthly � 1 st Paymen[ �.._..,.....,,�,w ...............::................ � Quarterly � 1 st & I.ast Payrnent 36 � 4,170.98 � Othcr: Q Otdaer: �w...... �_........_�. Safes Tax.�.......... . .—.._ ......... ............ ..........��.._� ,—.,..... .. ......�,.,, ....... M ExempL �YES (Af(ach Exemp[iou Certificate} Qistame� Bifling Referenee Number (P.O. !l, etc } ,,,,,,, ,„ ... ................. .. Addendum(s} attached: � YES (check ifyes and indicate mtal number of pages: ) 7'F'I2iv1S ATVD GOIi'1>I'CI�91e1S 1 The first Payment will be due on the Effective Date If the I.ease Agreement uses the terms "Lease Paymenf° and "Cammencement Dale" rather than "PaymenP° and "Cffective Date," then, f'or purposes of' this Schedufe, the term "PaymenY' shall have the same meaninb as "C.ease Payment," and the term "�fFutive Date" shall have the same meaning as "Commencement Dafe." 2 You, the undersigned Customer, have applied to us to rent the abova-described Yroduc[ i'or lawfuf commerciaf (nan�cansumer) purposes 1'li[5 1S Ai�l IJfVGONIEIT10NA1., {Y69N-CrlNC�I,As�LE A�18EE1W1E1V'1' I��It `I'F1G Mllel[1Q1111l� 'f�ItR�t INDICA'CEI9 A��3l��, excen[ as atherwise �rovided in any non� appropriation provision of the L,ease Agreemen[, if applicable If Fv� accept this Sch�ule, you agree ta rent the abave Product from us, and we agree to rent such Product to you, on all the ternvs hereaf; including the temis and conditions of the L,ease Agreement `CIi1S �dll,[, P�'}{N�i�1'1.EI9G� 'CIIA'C 1'�biJ [IA9�� I��Aslb P.1Wf3 111Vi)E[2S'CAIVID `I'Ii1S SC3i�I3[ll,E AIYI9 7'�IC L.I�.r1SN� ACIi[�E�iC1V°C A[VD fiAV� 18GC;FIVEID e� C(71'1' Of� "CkilS SGFI�IDIJL,� Al\'I9 °�'FIC I,�ASE Afnl2[�CR�lC�,N7°. 3 Additional Provisions (if uny) are: _.__.....____________________ DocuSignf THE k.b:,.A4i)N 51... ,. r� � e.OV�3�l I CI15°IC3fl�Eli B:X Aruhorezcd S'ign . e O r Printed Namc City Manager 1'iue: . .... . (19(Q2(2015 23:52 C'M C.SEAUI� C'S 04 l2 Docu5igned by: John Knight CS21996C2AZB439... d9R' �Elitll.F' �T"�'li� CU3'Cl7]!7E[t1iGl' ��_m�_�..A, mpbell ,.. _�.. 9/16/2015 Hy: X �trthnrrzed.S'igner5rgnrrhve , � 7ason Hinshaw Printed Pdame; vP of sales � .d..iiuYa� — — � 16487016 .III pI'fi �Tf �GI�iG 7iI.:LfTl77i��.� II � kLicah63? �td thc Ric�rF� [..c�ber �rt regrst�red tracfemacks oi°Ricalz Cornpany, L.9ct. Page 1 oF' I DocuSigned by: ��,�.;.�. w� CSBFAFC1821946D... DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C 1�11111�»�{\��1`�\1111I11��i�i��. �I�� o»a�oimumti,a�.��t�„�uam,mo�mlVl��d Il�ld��u�»,��»,��»»,�I�� ORDER AGREEMENT SaleType:LEASE ��.......�.�.E.�....�..�'.!':'�...:' ..........................I....L.E.A.S.E................................................................� ORDER AGREEMENT CONSISTS OF 7HIS PAGE AND THE TERMS AND CONDITIONS �......... BILL TO INFORMATION .. � ... ._._._._.� �..�.�. Customer Legal Name: CITY OF DENTON �.� _�,�...�,., m �,..��A,��.m.m,.�....... , .eA��n ... .............�..� ....�...,............�.....�....�.�.........�m........��....,.,.,.......�. Address Line 1: 215 E MCKINNEY ST Contact: Demerson,Tonya ....�.�........ .� �,�. �...._.......�..�. � �.�. .....��._..�. Address Line 2: REPROGRAPHICS DEPT BASEMENT Phone: (940) 349-8129 �.. .............._. City: DENTON E-mail: Yonya.demerson@cityofden4an.com ST / Zip: TX/76201-4299 Coun DENTON �� Fax: � � �� ry� �� ..... � � �� m�w_......_._..........� m.� � �, ADDITIONAL ORDER INFORMATION _ � � � � _ � �..� �_� ...._....... � �heck All That Apply: 0 Sales Tax Exempt (Attach Valid Exemp4ion Certificate) 0 Fixed Service Charge ❑ Add to Exis4ing Service Con4ract # ❑ PO Included PO#m,,,,,,m,,,_,,,,,,,,,,,,,, �„ 0 PS Service (Subject to and governed by separate Statement of Work) ❑ Syndication ❑ IT Service (Subject to and governed by separate Statement of Work) 36 Months SERVICE INFORMATION MONTHLY I QUARTERLY .._�.� .._w...._._� ....._, . ........�.� SHIP TO INFORMATION _.��......_. Customer Name: CITY OF DENTON Address Line 1: 215WE MCKINNEY ST Contact: WmWmWmDemerson,Tonyamm �� Addr �ss Line 2: REPROGRAPHICS D� e EPT BASEMENT ............................................................ Phone,_..........................(.....�m 940) 349-8129 City; �DENTON E-maiL tonya.demerson@cityofdenton.com .............._... ____.. ......... .. ST / Zip TX/76201-4299 County: DENTON Fax: PRODUCT INFORMATION W W.� � BNV Color Product Description qty Service Allowance g/yy p�y Allowance Color Ovg Service Base Type (Per 9ese &'lling (Per Bese Billing (Per Bese Billing Fiequency ) Frequency) Frequency) . . . . . - . � . . . . ..... ............. .�... . . . RICOH PR081005 1 Gold 50,000 $0,0030 0 N/A $160.00 RICOH MPC4503 1 Gald 1,600 $0.0069 3,600 $0.0400 $165.12 . w.. ........ �.. �...... RICOH PROC7110SX 1 I Gold 10,000 $0.0090 60,000 $0.0400 $2,650.43 BRANDING SET 9/2/2015 .III ��1.1 �`N51�'i`��,I III Version # 5.15 Page # 1 16487016 DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C IV Il�m�ppl�l��1�1�1U�Vi � ' ��1\��ooimmuuuim� �1�11m�iiouuoumi��`"lul � � � � uuuuuuuuuuu ��.� ... ...�.�.... .... .. .� ww�ww�,,,,ww BASIC CONNECTIVITY / PS I IT SERVICES INFORMATION BASIC CONNECTIVITY / PS / IT Services Description Quantity _...._��__.�..�.._ �......m�.......�....._-_.___�._._ ....... , ..�....� PPSE TF2AINING - PRO M0100S/8120S W/FIERY 1 PPSE TRAINING - PRO M8100S/8120S NO FIERY � 1 �,�.... �w,,,,,,,,,,,,,,,,,, ,,,,,,, HDSURRENDER - SURRENDER HARD DRIVE TO CUSTOMER 3 [OA] PPSE TRAINING - C7100 W/ EB3A FIERY �mmmmmmmmmmmmIT�mm��IT� 1 .. ...................................... TS NETWOfiK & SCAN - SEG BC4 1 .............. ._.rW�._ �..... .. _ ��.....�.�.�.�.�.�.......... � ORDER TOTALS �_.�_._._._._.� �_�_ ..._� _�� .....................�� Servlce Type Offerings: Product Total: '' �m � .....�� ....� Gold: Includes all supplies and staples. BASIC CONNECTIVITY / PS / IT Excludes paper. Services: I .... �..._. � . .._ .._.. .. .�... ... .. .._____ .....�� ......._� Silver: Includes all supplies. Excludes paper and Buyout: ste les. �.....��_.��...�._ _� Bronze: Parts and labor only. Excludes paper, staples and sup�lies_ Grand Total: (Excludes Tax) I Additional Provisions: 9/2/2015 .III ��11.1 �L.L'til�'iLL.7 N�,I III Version # 5.15 Page # 2 16487016 DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C w� �.II� i�.. �� I � lui EQUIPMENT REMOVALIBUYOUT AUTHORIZATION _��.....��..��...��...�� _........._�._.��.__. __._.��..... Customer Name: CITY OF DENTON .�.........._._._. ._.....�� , dd ....� �._ _ —. ._.... .......�.... �_ Contact Name: i Demerson,Ton a Phone: ��I�� 349-8129 .......�� .. Address: 215 E MCKINNEY ST City: DENTON ......... ... ...._ ..............—.... °m State: TX Zip: 76201-4299 Fax/Email: tonya. emerson@cityo enton cm„m This Authorization applies to the equipment identified above and to the following Removal/Buy Out Option This Authorization will confirm that Customer desires to engage Ricoh USA, Inc. ("Ricoh") to pick-up and remove certain items of equipment that are currently (i) owned by Customer or (ii) leased from Ricoh or other third party (as specified below), and that you intend to issue written or electronic removal requests (whether such equipment is identified in this Authorization, in a purchase order, in a letter or other written form) to Ricoh from time to time for such purpose. Such removal request will set forth the location, make, model and serial number of the equipment to be removed by Ricoh. By signing below, you confrm that, with respect to every removal request issued by Customer (1) Ricoh may rely on the request, and (2) the request shall be governed by this Authorization. Notwithstanding the foregoing, the parties acknowledge and agree that Ricoh shall have no obligation to remove, delete, preserve, maintain or otherwise safeguard any information, images or content retained by, in or on any item of equipment serviced by Ricoh, whether through a digital storage device, hard drive or similar electronic medium ("Data Management Services"). If desired, Customer may engage Ricoh to perform such Data Management Services at its then-current rates. Notwithstanding anything in this Authorization to the contrary, (i) Customer is responsible for ensuring its own compliance with legal requirements pertaining to data retention and protection, (ii) it is the Customer's sole responsibility to obtain advice of competent legal counsel as to the identification and interpretation of any relevant laws and regulatory requirements that may affect the customer's business or data retention, and any actions required to comply with such laws, (iii) Ricoh does not provide legal advice or represent or warrant that its services or products will guarantee or ensure compliance with any law, regulation or requirement, and (iv) the selection, use and design of any Data Management Services, and any and all decisions arising with respect to the deletion or storage of any data, as well as any loss of data resulting therefrom, shall be the sole responsibility of Customer, and Customer shall indemnify and hold harmless Ricoh and its subsidiaries, directors, officers, employees and agents from and against any and all costs, expenses, liabilities, claims, damages, losses, judgments or fees (including reasonable attorneys' fees) (collectively, "Losses") arising therefrom or related thereto. DEquipment Removal (Leased by Customer). In addition to the terms and conditions set forth above, the following terms and conditions shall apply for equipment removals of equipment leased by Customer: Except for the obligations of Ricoh to pick up and remove the identified equipment, Ricoh does not assume any obligation, payment or otherwise, under any lease agreement, which shall remain Customer's sole responsibility. As a material condition to the performance by Ricoh, Customer hereby releases Ricoh from, and shall indemnify, defend and hold Ricoh harmless from and against, any and all claims, liabilities, costs, expenses and fees arising from or relating to any breach of Customer's representations or obligations in this Authorization or of any obligation owing by Customer under its lease agreement. CUSTOMER oocusignea by: �eovea,e. C✓t.�1�e.i� BY� ._ e ��a� e Name Title City Manager ...... ...........��.�� Date 63109v3 Docu5igned by: John Knight CS21996C2AZB439... Page # 1 RICOH USA� INC. DocuSigned by: ,�aSbin, ��I�,S�t,cUN By' r�e��oo-,.� ason in a� Name Title Date vP of sales �I3 � �e�...�e. �'�I. ' �' � IC '�� DocuSigned by: J�.�.�,. Ul�.�z��a CSBFAFC1821946D... DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C � � j � 1 ,1 �i 1 � ' � � � �� DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C . , � �:, Ricoh USA, Inc. ��r �� 12227835217 ��III„� Vendor Website (https://www.ricoh- usa.com/majoraccount/txdir/1 II��III!� "�"�� Non HUB I��;� ��IU��iu�� Contact Ricoh USA, Inc. �� Ben Rotz (mailto:ben.rotz@ricoh- usa.com � �m� �� (512) 381-7842 �'�� (913) 273-1567 Contract Overview V�IUII�� m��uw�� IN�u�IY'�ml�� DI R-TSO-3041 ��m��ur��, �'�uriir� I�m�� I�� 6/25/2016 ��m'ri�ir�� N�� II�� 6/25/2019 Contact DIR �� Airy Luangaphay (mailto:airy.luangaphay@dir.texas.gov) I�@�a�� (512) 463-3018 I�� (512) 475-4759 Page 1 of 6 Ricoh offers Ricoh branded hardware and related services for copiers, printers, scanners, and document management. Additional products and services include: lease and rental agreements. Customers can purchase directly through this DIR contract. Contracts may be used by state and local government, public education, other public entities in Texas, as well as public entities outside the state. One reseller is available for Riso products under this contract. Contract Documents � DIR-TSO-3041 Contract PDF (190.39K6) L�^��b�,l��.!!��•S��„r...��,�.��.�"'..�!IJ��.�..�w��/�.�r�tr��c�� .��tr�a��/'��1�-°T�; 3041 Contract. d�fl � DIR-TSO-3041 A�pendix A Standard Terms and Condtions PDF (480 91 KB) �tt�,l1��I�Ni��hiir��,,,�ur�� "�.�r��✓Qr�t±�r��y,��,�r��°.�C��w��l ��,�w��.�arrtr��:;�i[��,�-T�4��.w 3041 Appendix A Standard Terms and Condtions d�fl http://dir.texas.gov/View-Search/Contracts-Detail.aspx?contractnumber=DIR-TSO-3041 &k... 9/2/2015 DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C � ' ! 1 � � � � -',. 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II"�;:s �' Q� � I�I �? �"�i'r �'a � � If� II'� �� V"c� ,.. � �:: I�'.� �1��u��*�:� �:➢�� ir�� .�u.��l��s� �II�.�V��n��u��r�c::�u�air� ��b� u��a�iG°� R"'"P66&rr, I��aa-Il-wouma.�a ��ur��i°m�� 'm��V �� ?��,..�� _ V�ri��u��x ��nik��2 �'.��—�°� — 6::��u��u��ir:�s �.��u. .��..d""W_.d �° U..DII UII N4.'i....� �bn P'�0....ICU N'�uWA�.i1..0.:.�U ��.�D�...�a� .. I�.:�II UPi�Q�"�"��, IC,��pB��V ��D�...�,� ... a:��f u��o°<:�a ..II' Il�u��n�� d�a.�� aa�� bb"Yil�_.n�S"'; ... II:'hu^�uirro9�a:.no-��c� �.�o✓��ir�rem�°�r•xmm�a�r�na o6��a.:.wu^ A�lll�°tft� Y'"Afil��nr...�irsd�mYi�°c.x R'...U°.arc��P��Ya.:�.ar�B"N O 2015 Department of Information Resources 300 W. 15th Street, Suite 1300 Austin, TX 78701 � 512.475,4700 http://dir.texas.gov/View-Search/Contracts-Detail.aspx?contractnumber=DIR-TSO-3041 &k... 9/2/2015 DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C Appendix D to DIR Contract No. DIR-TSO-3041 MASTER LEASE AGREEMENT 1. Scope. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor the Equipment described on each Supplementary Schedule ("Schedule"), which is a separate agreement executed from time to time by Lessor and Lessee and makes specific reference to this Master Lease Agreement ("MLA"). The terms and conditions contained herein shall apply to each Schedule that is properly executed in conjunction with this MLA and made subject to such terms and conditions as if a separate MLA were executed for each Schedule by the Lessee. Each Lessee has made an independent legal and management determination to enter into each Schedule. DIR has not offered or given any legal or management advice to the Lessor or to any Lessee under any Schedule. Lessee may negotiate additional terms or more advantageous terms with the Lessor to satisfy individual procurements, such terms shall be developed by the Lessor and Lessee and stated within a Rider to the MLA or the Schedule. To the extent that any of the provisions of the MLA conflict with any of the terms contained in any Schedule, the terms of the Schedule shall control. It is expressly understood that the term "Equipment" shall refer to the Products and any related Services as allowed within said Contract number DIR-TSO-3041, as described on a Schedule and any associated items therewith, including but not limited to all parts, replacements, additions, repairs, and attachments incorporated therein and/or affixed thereto, all documentation (technical and/or user manuals), operating system and application software as needed. If more than one Lessee is named in a Schedule, the liability of each named Lessee shall be joint and several. However, unless DIR leases Equipment for its own use, DIR is not a party to any Schedule executed under this MLA and is not responsible for Rents, payments or any other obligations under such Lessee's Schedule. The invalidation, fulfillment, waiver, termination, or other disposition of any rights or obligations of either a Lessee or the Lessor or both of them arising from the use of this MLA in conjunction with any one Schedule shall not affect the status of the rights or obligations of either or both of those parties arising from the use of this MLA in conjunction with any other Schedule, except in the Event of Default as provided in Section 23 of this MLA. Any reference to "MLA" shall mean this Agreement, including the Opinion of Counsel, and any riders, amendments and addenda thereto, and any other documents as may from time to time be made a part hereof upon mutual agreement by DIR and Lessor. As to conditions precedent to Lessor's obligation to purchase any Equipment, (i) Lessee shall accept the MLA terms and conditions as set forth herein and execute all applicable documents such as the Schedule, the Acceptance Certificate, Opinion of Counsel, and any other documentation as may be required by the Lessor that is not in conflict with this MLA, and (ii) there shall, be no material adverse change in Lessee's financial condition except as provided for within Section 7 of this MLA. 2. Term of MLA. The term of this MLA shall commence on the last date of approval by DIR and Lessor of Amendment Number XXX (XX) and shall continue until (i) the obligations of Lessee under every Schedule are fully DIR Contract # DIR-TSO-3041 Page 1 of'2d Appendix D 02/06/2015 DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C discharged, (ii) the full and final expiration date of the Contract, or (iii) either party exercises their termination rights as stated within Appendix A, Section 11B of the Contract. In regards to either the Contract expiration date or Contract termination date or the termination of this MLA, before all obligations of Lessee under every Schedule are fully discharged, such Schedules and such other provisions of the Contract and this MLA as may be necessary to preserve the rights of the Lessor or Lessee hereunder shall survive said termination or expiration. 3. Term of Schedule. The term for each Schedule, executed in conjunction to this MLA, shall commence on the date of execution of an Acceptance Certificate by the Lessee or twenty (20) days after the delivery of the last piece of Equipment to the Lessee ("Commencement Date"), and unless earlier terminated as provided for in the MLA, shall continue for the number of whole months or other payment periods as set forth in the applicable Schedule Term, commencing on the first day of the month following the Commencement Date (or commencing on the Commencement Date if such date is the first day of the month). The Schedule Term may be earlier terminated upon: (i) the Non-appropriation of Funds pursuant to Section 7 of this MLA, (ii) an Event of Loss pursuant to Section 18 of this MLA, or (iii) an Event of Default by Lessee and Lessor's election to cancel the Schedule pursuant to Section 24 of this MLA. 4. Administration of MLA. (a) For requests involving the leasing of Equipment, each potential Lessee will submit its request directly to the Lessor. Lessor shall apply the then current Equipment pricing discounts as stated within the Contract or the price as agreed upon by Lessee and Lessor, whichever is lower. Lessor shall submit the lease proposal and all other applicable documents directly to the potential Lessee and negotiate the Schedule terms directly with the potential Lessee. (b) All leasing activities in conjunction to this MLA shall be treated as a"purchase sale" in regards to the requirements of the Lessor to report the sale and make payment of the DIR administrative fee as defined within Section 5 of the Contract. (c) Upon agreement by Lessor and Lessee on pricing, availability and the like, Lessee may issue a purchase order in the amount indicated on the Schedule to Lessor for the Equipment and reference said Contract number DIR-TSO-3041 on the purchase order. Any pre-printed terms and conditions on the purchase order submitted by the Lessee shall not be effective with respect to the lease of Equipment hereunder. Rather, the terms and conditions of this MLA and applicable Schedule terms and conditions shall control in all respects. (d) Nothing herein shall require the Lessor to use this MLA exclusively with Lessees. Further, this MLA shall not constitute a requirements Agreement and Lessor shall not be obligated to enter into any Schedule for the lease of Equipment with any Lessee. 5. Rent Payments. During the Schedule Term and any renewal terms, Lessee agrees to pay Lessor Rent Payments. Rent Payments shall be the amount equal to the Rent Payment amount specified in the Schedule multiplied by D1R Contract # DIR-TSO-3Q41 Page 2 of° 20 Appendix D 02/06/2015 DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C the amount of the total number of Rent Payments specified therein. Lessee shall pay Rent Payments in the amount and on the due dates specified by Lessor until all Rent Payments and all other amounts due under the Schedule have been paid in full. If the Schedule Commencement Date is other than the first day of a month, Lessee shall make an initial payment on the Schedule Commencement Date in an amount equal to one-thirtieth of the Rent Payment specified in the Schedule for each day from the Schedule Commencement Date (including the Schedule Commencement Date) through the last day of such month (including that day). For example, if a scheduled payment amount is $3,000 and the Scheduled Commencement date is the 15tn of the month, a payment of $1,500 will be made. Any amounts received by Lessor from the Lessee in excess of Rent Payments and any other sums required to be paid by the Lessee shall be held as non-interest bearing security for Lessee's faithful performance under the conditions of this MLA and any Schedule. All Rent Payments shall be paid to the Lessor at the address stated on the Schedule or any other such place as the Lessor or its assigns may hereafter direct to the Lessee. Lessee shall abide by Appendix A, Section 8J of the Contract in making payments to the Lessor. Any sum received by the Lessor later than ten (10) business days after its due date will bear interest from such due date at the rate of one-percent (1%) per month (or the maximum rate allowable by law, if less) until paid. Late charges, attorney's fees and other costs or expenses necessary to recover Rent Payments and any other amounts owed by Lessee hereunder are considered an integral part of this MLA. Each Schedule is a net lease and except as specifically provided herein, Lessee shall be responsible for all costs and expenses arising in connection with the Schedule or Equipment. Lessee acknowledges and agrees, except as specifically provided for in Section 7 of this MLA, that its obligation to pay Rent and other sums payable hereunder, and the rights of Lessor and Lessor's assignees, shall be absolute and unconditional in all events, and shall not be abated, reduced or subject to offset or diminished as a result of any event, including without limitation damage, destruction, defect, malfunction, loss of use, or obsolescence of the Equipment, or any other event, defense, counterclaim or recoupment due or alleged to be due by reason of any past, present or future claims Lessee may have against Lessor, Lessor's assigns, the manufacturer, vendor, or maintainer of the Equipment, or any person for any reason whatsoever. "Price" shall mean the actual purchase price of the Equipment. Rent Payments shall be adjusted proportionately downward if the actual price of the Equipment is less than the estimate (original proposal), and the Lessee herein authorizes Lessor to adjust the Rent Payments downward in the event of the decrease in the actual Equipment price. However, in the event that the Equipment price is more than the estimate (original proposal), the Lessor may not adjust the Rent Payment without prior written approval of the Lessee. 6. Liens and Taxes. Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances, except those in favor of Lessor or its assigns, and shall give Lessor immediate notice of any attachment or other judicial process affecting any item of Equipment. Unless Lessee first provides proof of exemption therefrom, Lessee shall promptly reimburse Lessor, upon receipt of an accurate invoice, as an additional sum payable under this MLA, or shall pay directly if so requested by Lessor, all license and registration fees, sales, use, personal property taxes and all other taxes and charges imposed by any federal, state, or local governmental or taxing authority, from which the Lessee is not exempt, whether assessed against Lessee or Lessor, relating to the purchase, ownership, leasing, or use of the Equipment or the Rent Payments, excluding all taxes computed DIR Contract # DIR-TSO-3041 Page 3 of°2Q Appendix D 02/06/2015 DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C upon the net income of Lessor. Any tax statement received by the Lessor, for taxes payable by the Lessee, shall be promptly forwarded by the Lessor to the Lessee for payment. 7. Appropriation of Funds. (a) This paragraph applies only to Lessees designated as state agencies defined in Section 2054.003, Texas Government Code, including institutions of higher education as defined in Texas Education Code, Section 61.003 and those state agencies utilizing a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code. Lessee intends to continue each Schedule to which it is a party for the Schedule Term and to pay the Rent and other amounts due thereunder. Lessee reasonably believes that legally available funds in an amount sufficient to pay all Rent during the Schedule Term can be obtained. Lessee further intends to act in good faith to do those things reasonably and lawfully within its power to obtain and maintain funds from which the Rent may be paid. Notwithstanding the foregoing, in the event sufficient funds are not appropriated to continue the Schedule Term for any Fiscal Period (as set forth on the Schedule) of Lessee beyond the Fiscal Period frst in effect at the Commencement of the Schedule Term, Lessee may terminate the Schedule with regard to not less than all of the Equipment on the Schedule so affected. Lessee shall endeavor to provide Lessor written notice sixty (60) days prior to the end of its current Fiscal Period confirming the Schedule will be so terminated. All obligations of Lessee to pay Rent due after the end of the Fiscal Period for which such termination applies will cease, all interests of Lessee in the Equipment will terminate and Lessee shall surrender the Equipment in accordance with Section 13 of this MLA. Notwithstanding the foregoing, Lessee agrees, without creating a pledge, lien or encumbrance upon funds available to Lessee in other than its current Fiscal Period, that it will use reasonable efforts to obtain appropriation of funds to avoid termination of the Schedule by taking reasonable and appropriate action including the inclusion in Lessee's budget request for each Fiscal Period during the Schedule Term hereof a request for adequate funds to meet its obligations and to continue the Schedule in force. Lessee represents and warrants it has adequate funds to meet its obligations during the first Fiscal Period of the Schedule Term. Lessor and Lessee understand and intend that the obligation of Lessee to pay Rent hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the general revenues, funds or monies of Lessee or the State of Texas beyond the Fiscal Period for which sufficient funds have been appropriated to pay Rent hereunder. (b) This paragraph applies only to Lessees designated as local government entities. Lessee intends to continue each Schedule to which it is a party for the Schedule Term and to pay the Rent and other amounts due thereunder. Lessee reasonably believes that legally available funds in an amount sufficient to pay all Rent during the Schedule Term can be obtained. Lessee further intends to act in good faith to do those things reasonably and lawfully within its power to obtain and maintain funds from which the Rent may be paid. Notwithstanding the foregoing, in the event sufficient funds are not appropriated for Lessee to continue the Schedule Term for any Fiscal Period (as set forth on the Schedule) of the Lessee beyond the Fiscal Period first in effect at the commencement of the Schedule Term, the Lessee may terminate the Schedule with regard to not less than all of the Equipment on the DIR Contract # DIR-TSO-3041 Page 4 of BO Appendix D 02/06/2015 DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C Schedule so affected. Lessee shall endeavor to provide Lessor written notice sixty (60) days prior to the end of its current Fiscal Period confirming the Schedule will be terminated. All obligations of Lessee to pay Rent due after the end of the Fiscal Period first in effect at the commencement of the Schedule Term will cease, all interests of Lessee in the Asset(s) will terminate and Lessee shall surrender the Equipment in accordance with Section 13 of this MLA. Notwithstanding the foregoing, Lessee agrees, without creating a pledge, lien or encumbrance upon funds available to Lessee in other than its current Fiscal Period, that it will use reasonable efforts to obtain appropriation of funds to avoid termination of the Schedule by taking reasonable and appropriate action including the inclusion in Lessee's budget request for each Fiscal Period during the Schedule Term hereof a request for adeyuate funds to meet its obligations and to continue the Schedule in force. Lessee represents and warrants it has adequate funds to meet its obligations during the first Fiscal Period of the Schedule Term. 8. Selection of E ui ment. The Equipment is the size, design, capacity and manufacture selected by Lessee in its sole judgment and not in reliance on the advice or representations of Lessor. No representation by the manufacturer or a vendor shall in any way affect Lessee's duty to pay Rent and perform its other obligations hereunder. Each Schedule is intended to be a"finance lease" as defined in Article 2A of the Uniform Commercial Code. Lessor has acquired or will acquire the Equipment in connection with this MLA. Lessor shall not be liable for damages for any reason, for any act or omission of the supplying manufacturer. Lessor agrees, to the extent they are assignable, to assign the Lessee, without recourse to Lessor, any warranties provided to Lessor with respect to the Equipment during the Term of the applicable Schedule. Lessee acknowledges that neither its dissatisfaction with any unit of Equipment, nor the failure of any of the Equipment to remain in useful condition for the Schedule Term, nor the loss of possession or the right of possession of the Equipment or any part thereof by the Lessee, shall relieve Lessee from the obligations under this MLA or Schedule Term. Lessee shall have no right, title or interest in or to the Equipment except the right to use the same upon the terms and conditions herein contained. The Equipment shall remain the sole and exclusive personal property of the Lessor and not be deemed a fxture whether or not it becomes attached to any real property of the Lessee. Any labels supplied by Lessor to Lessee, describing the ownership of the Equipment, shall be affixed by Lessee upon a prominent place on each item of Equipment. 9. Inspection and Acceptance. Promptly upon delivery of the Equipment, Lessee will inspect and test the Equipment, and not later than ten (10) business days following the Commencement Date, Lessee will execute and deliver either (i) an Acceptance Certificate, or (ii) written notification of any defects in the Equipment. If Lessee has not given notice within such time period, the Equipment shall be conclusively deemed accepted by the Lessee as of the tenth (lOth) business day. Lessor, its assigns or their agents, shall be permitted free access at reasonable times authorized by the Lessee, the right to inspect the Equipment. 10. Installation and �Delive • Use of E ui ment• Re air and Maintenance. (a) All transportation, delivery, and installation costs associated with the Equipment shall be borne by the Lessee. Lessor is not and shall not be liable for damages if for any reason the manufacturer of the Equipment delays the delivery or fails to fulfill the order by the Lessee's desired timeframe. Any delay in delivery by the manufacturer shall not affect the validity of any Schedule. Lessee shall provide a DIR Contract # DIR-TSO-3041 Page S of 20 Appendix D 02l06l2015 DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C place of installation for the Equipment, which conforms to the requirements of the manufacturer and Lessor. (b) Subject to the terms hereof, Lessee shall be entitled to use the Equipment in compliance with all laws, rules, and regulations ofthe jurisdiction wherein the Equipment is located and will pay all cost, claims, damages, fees and charges arising out of its possession, use or maintenance. Lessee agrees to solely use the Equipment in the conduct of Lessee's business. Lessee agrees, at its expense, to obtain all applicable permits and licenses necessary for the operation of the Equipment, and keep the Equipment in good working order, repair, appearance and condition (reasonable wear and tear is acceptable). Lessee shall not use or permit the use of the Equipment for any purpose, which according to the specification ofthe manufacturer, the Equipment is not designed or reasonably suited. Lessee shall use the Equipment in a careful and proper manner and shall comply with all of the manufacturer's instructions, governmental rules, regulations, requirements, and laws, and all insurance requirements, if any, with regard to the use, operation or maintenance of the Equipment. (c) Lessee, at its expense, shall take good and proper care of the Equipment and make all repairs and replacements necessary to maintain and preserve the Equipment and keep it in good order and condition. Unless Lessor shall otherwise consent in writing, Lessee shall, at its own expense, enter into and maintain in force a maintenance agreement covering each unit of Equipment. Lessee shall furnish Lessor with a copy of such agreement, upon request. Lessee shall pay all costs to install and dismantle the Equipment. Lessee shall not make any alterations, additions, or improvements, or add attachments to the Equipment without the prior written consent of Lessor, except for additions or attachments to the Equipment purchased by Lessee from the original supplier of the Equipment or any other person approved by Lessor. If Lessee desires to lease any such additions or attachments, Lessee hereby grants to Lessor the right of first refusal to provide such lease financing to Lessee for such items. Subject to the provisions of Section 13B of this MLA, Lessee agrees to restore the Equipment to Return Condition prior to its return to the Lessor. 11. Relocation of Equipment. Lessee shall at all times keep the Equipment within its exclusive possession and control. Upon Lessor's prior written consent, which shall not be unreasonably withheld, Lessee may move the Equipment to another location of Lessee within the continental United States, provided (i) Lessee is not in default on any Schedule, (ii) Lessee executes and causes to be filed at its expense such instruments as are necessary to preserve and protect the interests of Lessor and its assigns in the Equipment, (iii) Lessee pays all costs of, and provides adequate insurance during such movement, and (iv) Lessee pays all costs otherwise associated with such relocation. Notwithstanding the foregoing, Lessee may move the Equipment to another location within Texas without notification to, or the consent of, Lessor. Provided, however, that not later than December 31 of each calendar year, Lessee shall provide Lessor a written report detailing the total amount of Equipment at each location of Lessee as of that date, and the complete address for each location. Lessor shall make all filings arid returns for property taxes due with respect to the Equipment, and Lessee agrees that it shall not make or file any property tax returns, including information returns, with respect to the Equipment. DIR Contract # DIR-TSO-3041 Page 6 of'2d Appendix D 02/06/2015 DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C 12. Ownershiu. The Equipment shall at all times be and remain the sole and exclusive property of Lessor, subject to the parties rights under any applicable software license agreement. Lessee shall have no right, title or interest in the Equipment except a leasehold interest as provided for herein. Lessee agrees that the Equipment shall be and remain personal property and shall not be so affixed to realty as to become a fixture or otherwise to lose its identity as the separate property of the Lessor. Upon request, Lessee will enter into any and all agreements necessary to ensure that the Equipment remain the personal property of Lessor. �3. Purchase and Renewal �� i�rs��• Location and Surrender c��` �� i ��t�c ��t. (a) Not less than ninety (90) days prior to the expiration of the initial Schedule Term Lessor shall notify Lessee of options for continued use of Equipment. Lessee shall have the option to: (i) renew the Schedule as to all but not less than all of the Equipment, or (ii) purchase all but not less than all of the Equipment for cash or by the Lessor's acceptance of a purchase order from Lessee upon the last business day on or prior to the expiration of the Schedule Term thereof for a price equal to the amount set forth in the Schedule. If the Fair Market Value (FMV) Purchase Option was selected on the Schedule, the FMV shall be determined on the basis of and shall be equal in amount to, the value which would be obtained in an arms-length transaction between an informed and willing buyer-user (other than a used equipment dealer), who would be retaining the Equipment as part of its current operations, in continuing and consistent use, and an informed and willing seller under no compulsion to sell, and in such determination, costs of removal from the location of current use shall not be a deduction from such value. If Lessee desires to exercise either option, it shall give Lessor irrevocable written notice of its intention to exercise such option at least sixty (60) days (and not more than 180 days) before the expiration of such Schedule Term. In the event that Lessee exercises the purchase option described herein, upon payment by Lessee to Lessor of the purchase price for the Equipment, together will all Rent Payments and any other amounts owing to Lessor hereunder, Lessor shall transfer to Lessee without any representation or warranty of any kind, express or implied, title to such Equipment. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IF LESSEE FAILS TO NOTIFY LESSOR OF ITS INTENT WITH RESPECT TO THE EXERCISE OF THE OPTIONS DESCRIBED IN THIS SECTION 13 WITHIN THE TIME FRAMES CONTEMPLATED HEREIN, THE INITIAL SCHEDULE TERM SHALL BE TERMINATED ON THE DATE AS STATED IN THE SCHEDULE. (b) The Equipment shall be delivered to and thereafter kept at the location specified in the Schedule and shall not be removed therefrom without Lessor's prior written consent and in accordance with Section 11 of this MLA. Upon the expiration, early termination as provided herein, or upon final termination of the Schedule, upon at least ninety (90) days prior written notice to Lessor, Lessee at its cost and expense, shall immediately disconnect, properly package for transportation and return all (not part) of the Equipment (including, without limitation, all service records and user manuals), freight prepaid, to Lessor in good repair, working order, with unblemished physical appearance ar►d with no defects which affect the operation or performance of the Equipment ("Return Condition"), reasonable wear and tear excepted. Lessee shall, at Lessor's request, affix to the Equipment, tags, decals or plates furnished by Lessor indicating Lessor's ownership and Lessee shall not permit their removal or concealment. Lessee shall return the Equipment to Lessor at a location specified by Lessor, provided, however, such location shall be within the United States no farther than 500 miles from the original Lessee delivery location, DIR Confract # DIR-TSO-3041 Page 7 of 20 Appendix D 02/06/2015 DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C unless otherwise agreed to on the applicable Schedule. If the Equipment is not in Return Condition, Lessee shall remain liable for all reasonable costs required to restore the Equipment to Return Condition. Lessee shall arrange and pay for the de-installation and packing ofthe Equipment and the de-installation shall be performed by manufacturer-certified technicians, approved by Lessor and the Lessor shall have the right to supervise and direct the preparation ofthe Equipment for return. IF, UPON TERMINATION OR EXPIRATION OF THE SCHEDULE FOR ANY REASON, LESSEE FAILS OR REFUSES FORTHWITH TO RETURN AND DELIVER THE EQUIPMENT TO LESSOR, LESSEE SHALL REMAIN LIABLE FOR ANY RENT PAYMENTS ACCRUED AND UNPAID WITH RESPECT TO ALL OF THE EQUIPMENT ON THE SCHEDULE AND SHALL PAY RENT UP TO THE DATE THAT THE EQUIPMENT IS RETURNED TO THE ADDRESS SPECIFIED BY LESSOR. Notwithstanding the foregoing, Lessor shall have the right, without notice or demand, to enter Lessee's premises or any other premises where the Equipment may be found and to take possession of and to remove the Equipment, at Lessee's sole cost and expense, without legal process. Lessee understands that it may have a right under law to notice and a hearing prior to repossession of the Equipment. As an inducement to Lessor to enter into a transaction, but only to the extent that Lessee, if a state agency, has statutory authority to do so, Lessee hereby expressly waives all rights conferred by existing law to notice and a hearing prior to such repossession by Lessor or any officer authorized by law to effect repossession and hereby releases Lessor from all liability in connection with such repossession. Without waiving the doctrines of sovereign immunity and immunity from suit and to the extent authorized by the constitution and laws of the State of Texas, Lessee's obligation to return Equipment may, at Lessor's option, be specifically enforced by Lessor. 14. Quiet Eniovment. During the Schedule Term, Lessor shall not interfere with Lessee's quiet enjoyment and use of the Equipment provided that an Event of Default (as hereinafter defined in Section 23 of the MLA) has not occurred. 15. Warranties. Lessor and Lessee acknowledge that manufacturer Equipment warranties, if any, inure to the benefit of the Lessee. Lessee agrees to pursue any warranty claim directly against such manufacturer of the Equipment and shall not pursue any such claim against Lessor. Lessee shall continue to pay Lessor all amounts payable under any Schedule under any and all circumstances. 16. No Warranties. LESSEE ACKNOWLEDGES THAT LESSOR IS NOT THE MANUFACTURER OR LICENSOR OF THE EQUIPMENT. LESSEE AGREES THAT LESSOR HAS NOT MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES OF WHATSOEVER NATURE, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS TO THE SUITABILITY, DURABILITY, FITNESS FOR USE, MERCHANTABILITY, CONDITION, OR QUALITY OF THE EQUIPMENT OR ANY UNIT THEREOF. LESSEE SPECIFICALLY WAIVES ALL RIGHT TO MAKE CLAIM AGAINST LESSOR FOR BREACH OF ANY EQUIPMENT WARRANTY OF ANY KIND WHATSOEVER; AND WITH RESPECT TO LESSOR, LESSEE LEASES EQUIPMENT "AS IS". LESSOR SHALL NOT BE LIABLE TO LESSEE FOR ANY LOSS, DAMAGE, OR EXPENSE OF ANY KIND OR NATURE CAUSED DIR Contract # DIR-TSO-3041 Page 8 of 20 Appendix D 02/06/2015 DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C DIRECTLY OR INDIRECTLY BY ANY EQUIPMENT LEASED HEREUNDER, OR BY THE USE OR MAINTENANCE THEREOF, OR BY THE REPAIRS, SERVICE OR ADJUSTMENT THERETO OR ANY DELAY OR FAILURE TO PROVIDE ANY THEREOF, OR BY ANY INTERRUPTION OF SERVICE OR LOSS OF USE THEROF, OR FOR ANY LOSS OF BUSINESS OR DAMAGE WHATESOEVER AND HOWSOEVER CAUSED WITHOUT IN ANY WAY IMPLYING THAT ANY SUCH WARRANTY EXISTS AND WITHOUT INCREASING ITS LIABILITY HEREUNDER, TO ASSIGN TO LESSEE UPON LESSEE'S REQUEST THEREFOR ANY WARRANTY OF A MANUFACTURER OR LICENSOR OR SELLER RELATING TO THE EQUIPMENT THAT MAY HAVE BEEN GIVEN TO LESSOR. 17. Indemnification. (a) Without waiving the doctrines of sovereign immunity and immunity from suit, and to the extent permitted by the laws and Constitution of the State of Texas, Lessee shall indemnify, protect, save and hold harmless Lessor, its agents, servants and successors from and against all losses, damages, injuries, claims, demands and expenses, including legal expenses and attorney's fees, of whatsoever nature, arising out of the use, misuse, condition, repair, storage, return or operation (including, but not limited to, latent and other defects, whether or not discoverable by it) of any unit of Equipment, regardless of where, how and by whom operated, and arising out of negligence (excluding the gross negligence or willful misconduct of Lessor). Lessee is liable for the expenses of the defense or the settlement of any suit or suits or other legal proceedings brought to enforce any such losses, damages, injuries, claims, demands, and expenses and shall pay all judgments entered in any such suit or suits or other legal proceedings. The indemnities and assumptions of liabilities and obligations herein provided for shall continue in full force and effect notwithstanding the termination of the MLA or a Schedule whether by expiration of time, by operation of law or otherwise. With respect to Lessor, Lessee is an independent contractor, and nothing contained herein authorizes Lessee or any other person to operate the Equipment so as to impose or incur any liability or obligation for or on behalf of Lessor. (b) Without waiving the doctrines of sovereign immunity and immunity from suit, and to the extent permitted by the laws and Constitution of the State of Texas, Lessee and DIR individually and collectively assume all risks and liabilities with respect to any claim made by any third party that the lease arrangements herein are not authorized by law. Without waiving the doctrines of sovereign immunity and immunity from suit, and to the extent permitted by the laws and Constitution of the State of Texas, Lessee and DIR agree to indemnify, save and hold harmless Lessor from any and all such claims and all expenses incurred in connection with such claims or to defend against such claims, including without limitation any judgments by a court of competent jurisdiction or settlement or compromise with such claimant. (c) Lessor is the owner of the Equipment and has title to the Equipment. If any other person attempts to claim ownership of the Equipment by asserting that claim against Lessee or through Lessee, Lessee agrees, at its expense, to protect and defend Lessor's title�to the EGuipment. Lessee further agrees that it will at all times keep the Equipment free from any legal process, encumbrance or lien whatsoever, and Lessee shall give Lessor immediate notice if any legal process, encumbrance or lien is asserted or made against the Equipment. DIR Contract # DIR-TSO-3041 Page 9 of 20 Appendix D 02/06/2015 DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C 18. Risk of Loss. Commencing upon delivery and continuing throughout the Schedule Term, Lessee shall bear the entire risk of loss or damage in respect to any Equipment, whether partial or complete, from any cause whatsoever. In the event of loss, theft, destruction or damage of any kind to any item of Equipment, or if any Equipment is lost stolen, or taken by governmental action for a stated period extending beyond the Term of any Schedule (an "Event of Loss"), Lessee shall promptly notify Lessor. Lessee shall, at its option: (a) immediately place the affected Equipment in good condition and working order, (b) replace the affected Equipment with identical equipment of at least equal value, in good condition and repair, and transfer clear title thereto to Lessor, or (c) to the extent permitted by law, pay to Lessor, within thirty (30) days of the Event of Loss, an amount equal to the Stipulated Loss Value ("SLV" as hereafter defined) for such affected Equipment, plus any other unpaid amounts then due under the Schedule. If an Event of Loss occurs as to part of the Equipment for which the SLV is paid, a prorated amount of each Rent Payment shall abate from the date the SLV payment is received by Lessor. The SLV shall be an amount equal to the sum of all future Rent Payments from the last Rent Payment date to the end of the Schedule Term with such Rent Payments discounted to present value at the like-term Treasury Bill rate for the remaining Schedule Term in effect on the date of such Event of Loss, or if such rate is not permitted by law, then at the lowest permitted rate. In the event of a governmental taking of Equipment for an indefnite period or for a stated period, which does not extend beyond the Schedule Term, all obligations of the Lessee with respect to such Equipment (including payment of Rent) shall continue. So long as Lessee is not in default hereunder, Lessor shall pay to Lessee all sums received by Lessor from the government by reason of such taking. 19. Insurance. At its expense, Lessee shall keep the Equipment insured against all risks of loss and damage with companies acceptable to Lessor for an amount equal to the original cost of the Equipment, with Lessor or its assign(s) named as a loss payee. Lessee shall also maintain comprehensive general liability insurance, with Lessor or its assign(s) named as an additional insured. Lessee shall be liable for any loss not covered by insurance. All said insurance shall be in form and amount satisfactory to Lessor. Lessee shall pay the premiums therefor and deliver to Lessor or its assign(s) the certificates of insurance or duplicates thereof or other evidence satisfactory to Lessor or its assign(s) of such insurance coverage. Evidence of such insurance coverage shall be furnished no later than the Schedule Commencement Date of each Schedule and from time to time as Lessor or its assign(s) may reyuest. Lessee hereby irrevocably appoints Lessor as Lessee's attorney-in-fact to make claim for, receive payment of, and execute and endorse all documents, checks or drafts received in payment for loss or damage under any said insurance policy. Lessee may self-insure with respect to the required coverage. Further, Lessees that are defined as state agencies in accordance with Section 2054.003, Texas Government Code (including institutions of higher education as defined in Texas Education Code, Section 61.003) and those purchasing from a DIR contract through an Interagency Agreement, as authorized b'y Chapter 771, Texas Government Code, may self-insure their obligations in this section. DIR Contract # DIR-TSO-3041 Page ] 0 of 26 Appendix D 02/06/2015 DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C 20. Re resentations and Warranties of Lessee. Lessee represents and warrants for the benefit of Lessor and its assigns, and Lessee will provide an opinion of counsel to the effect that, as of the time of execution of the MLA and each Schedule between Lessor and Lessee: (a) Lessee is either a Texas state agency or Texas local government, as defined in Section 2054.003, Texas Government Code (including institutions of higher education as defined in Texas Education Code, Section 61.003) or a state agency purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code. Lessee has made an independent legal and management determination to enter into this transaction; (b) Each Schedule executed by Lessee has been duly authorized, executed and delivered by Lessee and constitutes a valid, legal and binding agreement of Lessee, enforceable in accordance with its terms; (c) No approval, consent or withholding of objection is required from any federal or other governmental authority or instrumentality with respect to the entering into or performance by Lessee of any Schedule between Lessor and Lessee; (d) The entering into and performance of any Schedule between Lessor and Lessee, the MLA or any Schedule will not violate any judgment, order, law or regulation applicable to Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon assets of the Lessee or on the Equipment leased under any Schedule between Lessor and Lessee pursuant to any instrument to which the Lessee is a party or by which it or its assets may be bound; (e) To the best of Lessee's knowledge and belief, there are no suits or proceedings pending or threatened against or affecting Lessee, which if determined adversely to Lessee will have a material adverse effect on the ability of Lessee to fulfill its obligations under the MLA or any Schedule between Lessor and Lessee; (� The use ofthe Equipment is essential to Lessee's proper, efficient and economic operation, and Lessee will sign and provide to Lessor upon execution of each Schedule between Lessor and Lessee hereto written certification to that effect; and (g) Lessee represents and warrants that (i) It has authority to enter into any Schedule under this MLA, (ii) the persons executing a Schedule have been duly authorized to execute the Schedule on Lessee's behalf, (iii) all information supplied to Lessor is true and correct, including all credit and financial information and (iv) it is able to meet all its financial obligations, including the Rent Payments hereunder. 21. Re resentation and Warranties of DIR. DIR represents and warrants for the benefit of Lessor and its assigns, and DIR will provide an opinion of counsel to the effect that, as of the time of execution of the MLA: DIR Contract # DIR-TSO-3041 Page 11 of 20 Appendix D 02/06/2015 DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C (a) DIR is a State agency as defined in Section 2251.001, Texas Government Code. DIR has not provided the Lessee or the Lessor with any legal or management advice regarding the MLA or any Schedule executed pursuantthereto; (b) This MLA has been duly authorized, executed and delivered by DIR and constitutes a valid, legal and binding Agreement of DIR, enforceable in accordance with its terms; (c) No approval, consent or withholding of objection is required from any federal or other governmental authority or governmental authority or instrumentality with respect to the entering into or performance by DIR of this MLA; (d) The entering into and performance ofthe MLA does not violate any judgment, order, law or regulation applicable to DIR or result in any breach of, constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon assets of DIR or on the Equipment pursuant to any instrument to which DIR is a party or by which it or its assets may be bound; (e) To the best of DIR's knowledge and belief, there are no suits or proceedings pending or threatened against or affecting DIR, which if determined adversely to DIR will have a material adverse effect on the ability of DIR to fulfill its obligations under the MLA; ( fl DIR is authorized to charge and collect the administrative fee as set forth within Section 5 of the Contract; (g) Lessor's payment ofthe administrative fee to DIR shall not constitute an illegal gratuity or otherwise violate Texas law; and (h) DIR is a government agency subject to the Texas Public Information Act. Lessor acknowledges that DIR will comply with the Public Information Act, and with all opinions of the Texas Attorney Generals' office concerning this Act. 22. Renresentations and Warranties of Lessor. (a) Lessor is an entity authorized and validly existing under the laws of its state of organization, is authorized to do business in Texas, and is not in default as to taxes owed to the State of Texas and any of its political subdivisions; (b) The MLA and each Schedule executed in conjunction to this MLA have been duly authorized, executed and delivered by Lessor and constitute valid, legal and binding agreements of Lessor, enforceable with respect to the obligations of Lessor herein in accordance with their terms; (c) No approval, consent or withholding of objection is required froin any federal or other governmental authority or instrumentality with respect to the entering into or performance by Lessor of this MLA or any Schedule; (d) The entering into and performance of the MLA or any Schedule will not violate any judgment, order, law or regulation applicable to Lessor or result in any breach of, or constitute a default under, or result DIR Contract # DIR-TSO-3041 Page 12 of'20 Appendix D 02/O6/2015 DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C in the creation of any lien, charge, security interest or other encumbrance upon the assets of the Lessor, including Equipment leased under the MLA and Schedules thereto, pursuant to any instrument to which the Lessor is a party or by which it or its assets may be bound; and (e) To the best of Lessor's knowledge and belief, there are no suits or proceedings pending or threatened against or affecting Lessor, which if determined adversely to Lessor will have a material adverse effect on the ability of Lessor to fulfill its obligations under the MLA or any Schedule. 23. Default. Lessee shall be in default under a Schedule upon the occurrence of any one or more of the following events (each an "Event of Default"): (a) nonpayment or incomplete payment by Lessee of Rent or any other sum payable; (b) nonpayment or incomplete payment by Lessee of Rent or any other sum payable on its due date; (c) failure by Lessee to perform or observe any other term, covenant or condition of this MLA, any Schedule, or any applicable software license agreement, which is not cured within ten (10) days after notice thereof from Lessor; (d) insolvency by Lessee; (e) Lessee's filing of any proceedings commencing bankruptcy or the filing of any involuntary petition against Lessee or the appointment of any receiver not dismissed within sixty (60) days from the date of said filing or appointment; (fl subjection of a substantial part of Lessee's property or any part ofthe Equipment to any levy, seizure, assignment or sale for or by any creditor or governmental agency; or (g) any representation or warranty made by Lessee in this MLA, any Schedule or in any document furnished by Lessee to Lessor in connection therewith or with the acquisition or use of the Equipment being or becoming untrue in any material respect. 24. Remedies. (a) Upon the occurrence of an "Event of Default" and at any time thereafter Lessor may, in its sole discretion, do any one or more of the following: (i) After giving ffteen (15) days prior written notice to Lessee of default, during which time Lessee shall have the opportunity to cure such default, terminate any or all Schedules executed by Lessor and the defaulting Lessee; (ii) without Lessee and DIR waiving the doctrines of sovereign immunity and immunity from suit, and to the extent allowed by the laws and Constitution of the State of Texas, Lessor may proceed by appropriate court action to enforce the performance of the terms of the Schedule and/or recover damages, including all of Lessor's economic loss for the breach thereof; (iii) whether or not the Schedule is terminated, upon notice to Lessee, take possession of the Equipment wherever located, without demand, liability, court order or other process of law, and for such purposes Lessee, to the extent authorized by Texas law, hereby authorizes Lessor, its assigns or the agents of either to enter upon the premises where such Equipment is located or cause Lessee, and Lessee hereby agrees, to return such Equipment to Lessor in accordance with the requirements of Section 13 of the MLA; (iv) by notice to Lessee, and to the extent permitted by law, declare immediately due and payable and recover from Lessee, as liquidated damages and as a remedy, the sum of (a) the present value of the Rent owed from the earlier of the date of payment by Lessee or the date Lessor obtains a judgment against Lessee until the end of the Schedule Term plus, if the Equipment is not returned to or repossessed by Lessor, the present value of the estimated in-place fair market value of the Equipment at the end of the Schedule Term as determined by Lessor, each discounted at a rate equal to the rate used by Lessor for business opportunity analysis; (b) all Rent and other amounts due and payable on or before the earlier of the date of payment by Lessee or the date Lessor obtains a judgment against Lessee; and (c) without DIR Contract # DIR-TSO-3041 Page 13 of 20 Appendix D 02/06/2015 DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C Lessee and DIR waiving the doctrines of sovereign immunity and immunity from suit, and to the extent allowed by the laws and Constitution of the State of Texas, costs, fees (including all attorneys' fees and court costs) and expenses associated with collecting said sums; and (d) interest on (a) and (b) from the date of default at 1%2% per month or portion thereof (or the highest rate allowable by law, if less) and, on (c) from the date Lessor incurs such fees, costs or expenses. (b) Upon return or repossession of the Equipment, Lessor may, if it so decides in its sole discretion, upon notice to Lessee, use reasonable efforts to sell, re-lease or otherwise dispose of such Equipment, in such manner and upon such terms as Lessor may determine in its sole discretion, so long as such manner and terms are commercially reasonable. Upon disposition of the Equipment, Lessor shall credit the Net Proceeds (as defined below) to the damages paid or payable by Lessee. Proceeds upon sale of the Equipment shall be the sale price paid to Lessor less the Stipulated Loss Value in effect as of the date of default. Proceeds upon a re-lease of the Equipment shall be all rents to be received for a term not to exceed the remaining Schedule Term, discounted to present value as of the commencement date of the re-lease at the Lessor's current applicable debt rate. Without Lessee and DIR waiving the doctrines of sovereign immunity and immunity from suit, and to the extent allowed by the laws and Constitution of the State of Texas, "Net Proceeds" shall be the Proceeds of sale or re- lease as determined above, less all costs and expenses incurred by Lessor in the recovery, storage and repair of the Equipment, in the remarketing or disposition thereof, or otherwise as a result of Lessee's default, including any court costs and attorney's fees and interest on the foregoing at eighteen percent (18%) per annum or the highest rate allowable by law, if less, calculated from the dates such costs and expenses were incurred until received by Lessor. Lessee shall remain liable for the amount by which all sums, including liquidated damages, due from Lessee exceeds the Net Proceeds. Net Proceeds in excess thereof are the property of and shall be retained by Lessor. (c) No termination, repossession or other act by Lessor in the exercise of its rights and remedies upon an Event or Default shall relieve Lessee from any of its obligations hereunder. No remedy referred to in this Section is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. (d) Neither DIR nor non-defaulting Lessees shall be deemed in default under the MLA or Schedules because of the default of a particular Lessee. Lessor's remedies under this Section 24 shall not extend to DIR and those non-defaulting Lessees. 25. Notices and Waivers. All notices relating to this MLA shall be delivered to DIR or the Lessor as specified within Section 6 of the Contract, or to another representative and address subsequently specified in writing by the appropriate parties hereto. All notices relating to a Schedule shall be delivered in person to an officer of the Lessor or Lessee or shall be mailed certified or registered to Lessor or Lessee at its respective address shown on the Schedule or to another address subsequently specified in writing by the appropriate parties thereof. DIR, Lessee, and Lessor intend and agree that a photocopy or facsimile of this MLA or a Schedule and all related documents, including but not limited to the Acceptance Certificate, with their signatures thereon shall be treated as originals, and shall be deemed to be as binding, valid, genuine, and authentic as an original signature document for all purposes. This MLA and those Schedules in conjunction hereof are a"Finance Lease" as defined in Article 2A of the Uniform Commercial Code ("UCC"). A waiver of a specific Default D1R Contract # D1R-TSO-3041 Page 14 of 20 Appendix D 02/06/2015 DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C shall not be a waiver of any other or subsequent Default No waiver of any provision of this MLA or a provision of a Schedule shall be a waiver of any other provision or matter, and all such waivers shall be in writing and executed by an offcer of the Lessor. No failure on the part of Lessor to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof. 26. Assi nment bv Lessor• Assi nment or Sublease b Lessee. (a) Lessor may (i) assign all or a portion of Lessor's right, title and interest in this MLA and/or any Schedule; (ii) grant a security interest in the right, title and interest of Lessor in the MLA, any Schedule and/or any Equipment; and/or (iii) sell or transfer its title and interest as owner of the Equipment and/or as Lessor under any Schedule; and DIR and each Lessee leasing Equipment under the MLA understand and agree that Lessor's assigns may each do the same (hereunder collectively "Assignment"). All such Assignments shall be subject to each Lessee's rights under the Schedule(s) executed between it and Lessor and to DIR's rights under the MLA. Each Lessee leasing Equipment through Schedules under this MLA and DIR hereby consent to such Assignments and agree to execute and deliver promptly such acknowledgements, Opinions of Counsel and other instruments reasonably requested to effect such Assignment. Each Lessee leasing Equipment through Schedules under this MLA and DIR acknowledge that the assigns do not assume Lessor's obligations hereunder and agree to make all payments owed to the assigns without abatement and not to assert against the assigns any claim, defense, setoff or counterclaim which DIR or the Lessee(s) may possess against the Lessor or any other party for any other reason. Lessor shall remain liable for performance under the MLA and any Schedule(s) executed hereunder to the extent Lessor's assigns do not perform Lessor's obligations under the MLA and Schedule(s) executed hereunder. Upon any such Assignment, all references to Lessor shall also include all such assigns, whether specifc reference thereto is otherwise made herein. (b) LESSEE WILL NOT SELL, ASSIGN, SUBLET, PLEDGE OR OTHERWISE ENCUMBER, OR PERMIT A LIEN TO EXIST ON OR AGAINST ANY INTEREST IN THIS LEASE, OR THE EQUIPMENT, OR REMOVE THE EQUIPMENT FROM ITS LOCATION REFERRED TO ON THE SCHEDULE, WITHOUT LESSOR'S PRIOR WRITTEN CONSENT EXCEPT AS PROVIDED IN SECTION 11 OF THIS MLA. LESSOR MAY ASSIGN ITS INTEREST IN THIS LEASE AND SELL OR GRANT A SECURITY INTEREST IN ALL OR ANY PART OF THE EQUIPMENT WITHOUT LES5EE'S CONSENT. LESSEES THAT ARE STATE AGENCIES, WITHOUT WAIVING THE DOCTRINE OF SOVEREIGN IMMUNITY AND IMMUNITY FROM SUIT, AND ONLY AS MAY BE AUTHORIZED BY THE CONSTITUTION AND LAWS OF THE STATE OF TEXAS, AGREE THAT IN ANY ACTION BROUGHT BY AN ASSIGNEE AGAINST LESSEE TO ENFORCE LESSOR'S RIGHTS HEREUNDER, LESSEE WILL NOT ASSERT AGAINST SUCH ASSIGNEE AND EXPRESSLY WAIVES AS AGAINST ANY ASSIGNEE, ANY BREACH OR DEFAULT ON THE PART OF LESSOR HEREUNDER OR ANY OTHER DEFENSE, CLAIM OR SET-OFF WHICH LESSEE MAY HAVE AGAINST LESSOR EITHER HEREUNDER OR OTHERWISE. NO SUCH ASSIGNEE SHALL BE OBLIGATED TO PERFORM ANY OBLIGATION, TERM OR CONDITION REQUIRED TO BE PERFORMED BY LESSOR HEREUNDER. Without the prior written consent of Lessor, DIR shall not assign, sublease, transfer, pledge or hypothecate the Master Lease Agreement; DIR Contract # DIR-TSO-3041 Page 15 of'20 Appendix D 02/06/2015 DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C provided, however, that no such prior written consent from Lessor is necessary in the event of a legislative mandate to transfer the contract to another state agency. 27. Delivery of Related Documents. For each Schedule, Lessee will provide the following documents and information satisfactory to Lessor: (a) Certificate of Acceptance; (b) Opinion of Counsel; (c) proof of self-insurance acceptable to Lessor; (d) Financial Statements; (e) Incumbency Certificate; and (fl Other documents as reasonably required by Lessor. 28. Lessee's Waivers. To the extent permitted by applicable law, Lessee hereby waives the following rights and remedies conferred upon Lessee by the Uniform Commercial Code: to (i) cancel any Schedule under the MLA; (ii) repudiate any Schedule; (iii) reject the Equipment; (iv) revoke acceptance of the Equipment; (v) recover damages from Lessor for any breach of warranty by the manufacturer; (vi) claim a security interest in the Equipment in Lessee's possession or control for any reason; (vii) deduct all or any part of any claimed damages resulting from Lessor's default, if any, under any Schedule; (viii) accept partial delivery of the Equipment; (ix) "cover" by making any purchase or lease of or contract to purchase or lease equipment in substitution for the Equipment due from Lessor; (x) recover any special, punitive, incidental or consequential damages, for any reason whatsoever. Lessee agrees that any delay or failure to enforce Lessor's rights under this MLA or a Schedule does not prevent Lessor from enforcing any rights at a later time. 29. Security Interest and UCC Filin�s. To secure payments hereunder, Lessor reserves and Lessee hereby grants to Lessor a continuing security interest in the Equipment and any and all additions, replacements, substitutions, and repairs thereof. When all of the Lessee's obligations under this MLA and respective Schedules have been fully paid and satisfied, Lessor's security interest shall terminate. Nothing contained herein shall in any way diminish Lessor's right, title, or interest in or to the Equipment. Lessor and Lessee agree that a reproduction of this MLA and/or any associated Schedule may be filed as a financing statement and shall be sufficient as a financing statement under the Uniform Commercial Code ("UCC"). Lessee hereby appoints Lessor, its agents, successors or assigns its true and lawful attorney-in-fact for the limited purpose of executing and fling on behalf of Lessee any and all UCC Financing Statements which in Lessor's sole discretion are necessary or proper to secure Lessor's interest in the Equipment in all applicable jurisdictions. Lessee shall execute or obtain and deliver to Lessor, upon Lessor's request, such instruments, fnancing statements and assurances, as Lessor deems necessary or advisable for the protection or perfection of this Lease and Lessor's rights hereunder and will pay all costs incident thereto. 30. Miscellaneous. (a) Applicable Law and Venue. The MLA and each Schedule SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. In the event of a dispute between the parties, exclusive venue for any legal action shall be in the state court where Lessee has its principal office or where the Equipment is located, with the following exception: if a DIR Contract # DIR-TSO-3041 Page 16 of 20 Appendix D 02/06/2015 DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C Lessee is designated as a State agency as defined in Section 2054.003, Texas Government Code, including a university system or institution of higher education, and those purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code, then exclusive venue shall be in the state district court of Travis County, Texas. (b) Counterpart. Only original counterpart No. 1 of each Schedule shall be deemed to be an "Original" for chattel paper purposes under the Uniform Commercial Code. Any and all other counterparts shall be deemed to be a"Copy". NO SECURITY INTEREST IN THIS MLA, IN ANY SCHEDULE, OR 1N ANY OF THE EQUIPMENT MAY BE CREATED, TRANSFERRED, ASSIGNED OR PERFECTED BY THE TRANSFER AND POSSESSION OF THIS MLA ALONE OR OF ANY "COPY" OF THE SCHEDULE, BUT RATHER SOLELY BY THE TRANSFER AND POSSESSION OF THE "ORIGINAL" COLINTERPART OF THE SCHEDULE 1NCORPORATING THIS MLA BY REFERENCE. (c) Suspension of Obligations of Lessor. Prior to delivery of any Equipment, the obligations of Lessor hereunder shall be suspended to the extent that it is hindered or prevented from performing because of causes beyond its control. (d) Severability. In the event of any provision of this MLA or any Schedule shall be determined by a court of competent jurisdiction to be invalid or unenforceable, the parties hereto agree that such provision shall be ineffective without invalidating the remaining provisions thereof. (e) Entire Agreement. Lessor and Lessee acknowledge that there are no agreements or understanding, written or oral, between them with respect to the Equipment, other than as set forth in this MLA and in each Schedule to which Lessee is a signatory party. Lessor and Lessee further acknowledge that this MLA and each Schedule to which Lessee is a party contain the entire agreement between Lessor and Lessee and supersedes all previous discussions and terms and conditions of any purchase orders issued by Lessee. DIR and Lessor acknowledge that there are no agreements or understandings, written or oral, between them other than as set forth in this MLA and Contract Number DIR-TSO- 3041 and that both contain the entire agreement between them. Neither this MLA nor any Schedule may be altered, modified, terminated, or discharged except by a writing signed by the party against whom enforcement of such action is sought. (� Headers. The descriptive headings hereof do not constitute a part of any Schedule and no inferences shall be drawn therefrom. (g) Language context. Whenever the context of this MLA requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural, and whenever the word Lessor is used herein, it shall include all assignees of Lessor. (h�) Lessor Certifications. Lessor certifies that: (i) it has not given, offered to give, and does not intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with this MLA and/or any Schedules executed hereunder; DIR Contract # DIR-TSO-3041 Page 17 of'2Q Appendix D 02/06/20] 5 DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C (ii) it is not currently delinquent in the payment of any franchise tax owed the State of Texas and is not ineligible to receive payment under Section 231.006, Texas Family Code and acknowledges this MLA may be terminated and payment withheld if this certification is inaccurate; (iii) neither it , nor anyone acting for it, has violated the antitrust laws of the United States or the State of Texas, nor communicated directly or indirectly to any competitor or any other person engaged in such line of business for the purpose of obtaining an unfair price advantage; (iv) it has not received payment from DIR, Lessee or any of their employees for participating in the preparation of this MLA and the Schedule(s) hereunder; (v) during the term of this MLA, it will not discriminate unlawfully against any employee or applicant and that, upon request it will furnish information regarding its nondiscriminatory hiring and promotion policies, as well as specific information on the composition of its principals and staff, including the identification of minorities and women in management or other positions with discretionary or decision making authority, (vi) under Section 2155.004, Texas Government Code, the Lessor certifies that the individual or business entity named in this MLA is not ineligible to receive the specified MLA and acknowledges that this MLA may be terminated and payment withheld if this certification is inaccurate; (vii) to the best of their knowledge and belief, there are no suits or proceedings pending or threatened against or affecting them, which if determined adversely to them will have a material adverse effect on the ability to fulfill their obligations under the MLA; (viii) Lessor and its principals are not suspended or debarred from doing business with the federal government as listed in the System for Award Management (SAM) maintained by the General Services Administration; (ix) as of the effective date of the MLA, are not 1 isted in the prohibited vendors list authorized by Executive Order #13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism ", published by the United States Department of the Treasury, Office of Foreign Assets Control; (x) to the extent applicable to this scope of this MLA, Lessor hereby certifies that it is in compliance with Subchapter Y, Chapter 361, Health and Safety Code related to the Computer Equipment Recycling Program and its rules, 30 TAC Chapter 328; (xi) Lessor agrees that any payments due under this MLA will be applied towards any debt, including but not limited to delinquent taxes and child support that is owed to the State of Texas; DIR Contract # DIR-TSO-3041 Vage 18 of 20 Appendix D 02/06/2015 DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C (xii) Vendor certifies that they are in compliance Section 669.003, Texas Government Code, relating to contracting with executive head of a state agency; if Section 669.003 applies, Vendor will complete the following information: Name of Former Executive; Name of State Agency; Position with Vendor and Date of Employment with Vendor. (xiii) Vendor certifies for itself and its subcontractors that it has identified all current or former, within the last five years, employees of the State of Texas assigned to work on the DIR Contract 20% or more of their time and has disclosed them to DIR and has disclosed or does not employ any relative of a current or former state employee within two degrees of consanguinity, and, if these facts change during the course of the Contract, Vendor certifies it shall disclose for itself and on behalf of subcontractors the name and other pertinent information about the employment of current and former employees and their relatives within two degrees of consanguinity; (xiv) Lessor represents and warrants that the provision of goods and services or other performance under the MLA will not constitute an actual or potential conflict of interest and certifes that it will not reasonably create the appearance of impropriety, and, if these facts change during the course of the MLA, Lessor certifies it shall disclose for itself and on behalf of subcontractors the actual or potential conflict of interest and any circumstances which create the appearance of impropriety; (xv) Lessor represents and warrants that the Lessee's payment to Lessor and Lessor's receipt of appropriated or other funds under this Agreement are not prohibited by Sections 556.005 or Section 556.008, Texas Government Code; (xvi) Under Section 2155.006, Government Code, Lessor certifies that the individual or business entity in this MLA is not ineligible to receive the specified MLA and acknowledges that this MLA may be terminated and payment withheld if this certif cation is inaccurate. In addition, Lessor acknowledges the applicability of §2155.444 and §2155.4441, Texas Government Code, in fulfilling the terms of the MLA; and (xviii) Lessor certifies that it has complied with the Section 556.0055, Texas Government Code, restriction on lobbying expenditures.. In addition, Vendor acknowledges the applicability of §2155.444 and §2155.4441, Texas Government Code, in fulfilling the terms of the Contract. During the term of the MLA, Lessor shall, for itself and on behalf of its subcontractors, promptly disclose to DIR all changes that occur to the foregoing certifications, representations and warranties. Lessor covenants to fully cooperate in the development and execution of resulting documentation necessary to maintain an accurate record of the certifications, representations and warranties (i) Dispute Resolution. The following paragraph applies only to Lessees designated as a State agency as defined in Section 2054.003, Texas Government Code, including a university systein or institution of higher education, and those purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code. Pursuant to Chapter 2260 of the Texas Government Code, any dispute arising under a contract for goods and services for which this chapter applies must be resolved under the provisions of this DIR Contract # DIR-TSO-3041 Page 19 of 20 Appendix D 02/06/2015 DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C chapter. To the extent that Chapter 2260 of the Texas Government Code, as it may be amended from time to time ("Chapter 2260"), is applicable to this Agreement and is not preempted by other applicable law, the dispute resolution process provided for in Chapter 2260, and rules promulgated there under shall be used by the Lessee and Lessor to attempt to resolve any claim for breach of agreement made by Lessor. (j) Sovereign Immunity. Nothing herein shall be construed to waive the State's sovereign immunity. 31. Amendments. The terms and conditions of this MLA may be amended only by written instrument executed by the Lessor and DIR. DIR Contract # DIR-TSO-3041 Pa�� 26 of 20 Appendix D 02/06/201 S DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C � I , � �'' 1: .' � � � , � � � � � � ; 11 ' , � DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C Fwm ■ ■ � � (Rev. December2014) Department of the Treasury Internal Revenue Service N N � N a d � �� a`� �i fn m v � Request for Taxpayer Give �orm to the . requester. Do not Idenfiification Number and Certification se�a ta tr,e iRS. � iv�a��+ �aa� �ma�wvrn on your pr�c��e+ tax rvstaaura�, �a;�n�� requireo on tnis nne; ao not ieave uvs oaa�a a'ke�arx. Ricoh USA, Inc. name, if �9Ed'Mac�rrot from above 3 Check appropriate box for federal 1au classiBcatfon; check only one of lhe follotving seven boxes: ❑ IndivlduaVsole proprletor or [f✓, C Cwporatlon ❑ S Corporallon ❑ Partnershlp ❑ TrusUestate single-member LLC [] Llmited flabllity company. Enlerlhe lax classi�callon (C=C corporalion, S=S corporatlon, p=parinershlp) ► Nate. For a single-member LLC ihat Is disregarded, do not check LLC; chec& the appropdate box In the Ilne above for the tax classliication of the single-member owner. l.mk Other (��a 6a��4rt�a�C6�mrr„�� ► b Address (number, street, and apt. or Po BoX ssoo�s 6 Clty, slate, and ZIP codeW�� mW�� Wm Dallas, TX 75265-0016 F�e�a��tcr°� name �' ._ T'�xpa��y�r I��r�t��%��i�a�� Nt�r�k��r m'1'1�N� Enter your TIN In the appropriate box. The TIN provided must match the name gfven on line 1 to avold� backup withholding. For indivlduaEs, thls is generally yoursoclal security number (SSM. However, for a resfdent alien, sole proprieior, or disregarded enllty, see the PaA I instrucUons on page 3. For other e�titfes, It is your employer ldentification number (Ell�. lf you do not have a number, see How to get a TIN on page 3. Note. If the accouni Is In more than one name, see Ehe Insiructlons for Ilne 1 and the charl on page 4 for guldelines on whose number 10 enter. 4 Exempllons (codes apply onty to ceRain entilles; not Individuals; see Inswctions on page 3►; Exempl payea code (f eny} 5 Exemption from FATCA reporting code pf anyJ � . . . . . . . � . . . . . . . . . . . . . . . . . . . :�saue�ae�asm�.:ne � ar,es�aB�6usj �rn+ct�� ac�ua9��r number � � � or �rw��tw�,ya�r Icl+a�qA45c�rt�croa �waacrrol�ar � ...�..�....�..�.,�.._� �� 21311 � 0 3 3 4 4�p p �t��i`i#��1'tl�� Under penafties of perjury, I certlfy that: 1. The number shown on thls form is my correct taxpayer ldentlflcation number (or I am waiiing for a number io be Issued to me); and 2. I am not subJect to backup withholding because: (a} I am exempt from backup withholding, or (b) I have not been noiifled by the internal Revenue Service (IRSj that i am subject to backup �vl[hholding as a result of a fallure to report all Interest or dlvidends, or (c) lhe IRS has notffled me that I am no longer subJect to backup withholding; and 3. I am a U.S. cilizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (If any) indlcating that I am exempt from FATCA reporting Is correct. Certification instructions. You must cross out item 2 above If you have been notlfled by the IRS that you are currently subJect to backup wlthholding because you have failed to report all interest and divldends on your tax return. For real estate Iransactions, item 2 does not apply, For mortgage lnterest pald, acqulsilion or abandonment of secured properly, cancellatlon of debt, contribuEions to an indivldual retirement arrangement (IHA), and generally, payments other than Interest and dfvldends, you are not requlred to slgn the certi{icaifon, but you musl provide your correct TItJ. See the instrucllons or� pege 3. ___..._. ...... �i�t� �Y�Pob��r��t � � �� ' � .�-��. i�+�rc� ar,�, ��a,�a� � ».,� �n.s� r!�� ,.��. '�' M�� w �".,✓r��1� General Instructions Section references are to 1he lnternal Revenue Code unless olhenvise noted. Fulure developments. Informalion about developmenls aHecUng Form W-9 (such as legislatlon enacted aNer we release it) is ai ww�v.lrs.gov/hv9, Purpose of Form M individual or enlity (Form W-9 requesterj who Is requlred to file an Infwmatlon retum vrtth ihe IRS must obtain your correct taxpayer ldentlflcatlon number (TIM wakrtia,Nv r��sa� ��s yu�rr e��:tl��9 �s�a.;�a�t�� c�aam�u�^�r ��f�� luro�d8!�6�aa��q! ta�r� p��w�r 9rJankGf'��Ilon r��udpab�� V"Nf�p, �aa��ga4d��ra Nu�x�r�qt�o°�+�adtidi�:mtldcrrp r�a�ew��r� �,�Tl�q�, �r a�r�pgaR�r�r�r �o��a�Cu��Bma� �rtao��r �&:�dM�, tc� r�q�s�r� �waa �wr�u 9ru��sr��¢�q%a�s� ra�SGrrwt ti�r� �ix��aurul �iRU@s� to y�wa, r�w aqpznr� �eru�ou�E r�sp�+��CS�P�V� �rr �n 1rtid�a�r�at�atu�rrw ra�4�ua�n. Ex�e�d�r��K� cri Gerf�rr�r��tlon r�sCarrru�a ��nrHa��P�„ �ri.a� �re� rrc�'l 4krpawtu�d kc�q ttru� �Cr�9Y�r��+Vrp�, • Form 1099-INT (Interesl earned or pai� • Form 1�99•DN (divldends, Including those from stocks or mutual funds) • Pwm 1099-MISC (various iypes of Income, prizes, awazds, w gross proceeds) • Form 1099-8 (stock or mulual fund sales and cerlain otheriransacllons by brokers} � Form 1093•5 (proceeds from real estate transactlons) • Form 1099-K (merchant card and lhlyd pazty nehvork lransacllons) • Form 1098 (home mort��a�j�s ¢o�kbr�atl), 9V7*��k-E {�S�r�ur�l �r�arw 1u��car.r�k�, 1�'adi-� (tuitfon} � Form 1099-C (canceled debi) • Form 1099-A (acqulskbn or abandonment of secured property} Use Form W-9 only if you are a U.S. person Qncluding a resident alien), to provldo your correct TIN. I! you do not �etum �'orm W-3 fo the requester tvi�h a T1N, you mlghf be subfecf to backvp withholding. Ses VYhatJS backup wlfhholdfig9 on page 2. �3,� a1�d�lds� the filled-out form, you: S. ��tiPy 49ro�a� ld�e 11�^� you ere giving Is correct (or you are weRing for a number to Nan Ess�€rad1� �7. d��1rv�y ddx�ati y�ua ��s not subJect lo backup wilhholding, or 3. Clalm exemptlon irom backup wilhholding If you are a U.S. exempl payee. IF mg�pslic��aq�, ycau �ar� �15a� [;ertlrying thal as a U.S, person, your allocable share of �r�y �r:artu�b,t�sa�� Brp�wp�a dr��mq aq �,� kra�x�9� ar l�u��de��s� i� ndt �ak��ct to the vrrEhd7vm�Cir� k�e�t a�rq t�r�r�,0g�rw ��sr�a�a��Yrt�" ��Ba�� aM �af fu��a9� ��ar��V�er�r�d Income� and 4. Certi(y that FATCA coc�r�� er�9er�:�� a�u Apai� �nrr�� t �arry� Erw�tlwcurK'Ing that you aze exempt hom ihe FATCA reporting, (s corcect. See What /s FATCA reporUng7 on page 2 for further informatlon. Cat. No. 10231X Form W-9 (Rev. 12-2014) DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C �..........,, _ �._ .. �,.... .. ...... .. ........ .... ..._m.,..... .—.. CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other erson doin� business with local �overnmental ent�tv ..... ' .....�. ...�.� This questionnaire reflects changes made to the law by H B. 1491 80th Leg., Regular Session. This questionnaire is being filed in accordance with chapter 176 of the Local Govemment Code by a person who has a business relationship as defined by Section 176.Od1(1-a} with a local governmental entity and the person meets requirements under Section 176.d06(a}. By law this questionnaire must be f led with the records administratar of the local governrnent entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly vrolates Section 176.006, Local Government Code. An offense under this � section is a Class C misdemeanar. Name of person who has a business relationsh�p with local ov� �� 1 g ernmental entity. ,� ................e.....�.Chuek this box ifyou are filing an updute to a previously filed yuestionnaire.�.��.�.�.��.� _____.____ __ _____...................__________._. .. _e eeee_ � (The law requires that yau file an updated comple4ed questionnaire with the appropriate filing auchority not later than the 7°i business day after the date the ori�inallv filed c�uestionnaire becomes incom�lete or inaccurate,} .........�. �__ ww�._. .�..�_.� � �r. 3w�Name of local government officer with whom Gler has an employment or business relationship. Name of Ofticer �� This section, (item 3 including subparts A, B, C& D}, must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.d01(l-a}, Local Government Code. Attach additional pages to this Form C1Q as necessary. A. Is the locaf govemment officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the CjU05IlOI1f121C0� � i �t'cs � No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, fram or at the direction of the local government ofFcer named in this section AND the taxable income is not received from the local govemmental entity? � Yes � No ' C Is the filer of this questionnaire employed by a corporation or other business entity with respect ta which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? � Yes � No D. Describe each affiliation or business relatianship, ..,.4� � .mm...�..�,��..,�._��.��.m..W,_�..,.�,�m. ......... ......... . r.w �.. ..� � I have no Conflict of Interest to disclose. _.� � ,��U1MIyL 1u�UYYt... ___ _ ..__..._ ----- �-- -...08 . ,__ __ _..... ...... .� .........� �, ..�... i� � .. ,.,..... .. -31-15 Si nature of erson doin business with the overnmental en� � �� w..,p,..... � g �� Date DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C �,�*"�"",�"�y �� DATE (MM/DDIYYYY) �.�- CERTIFICATE OF LIABILITY INSURANCE page � of 1 OS/31/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions ofthe policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). INSURED Willie of New York, Inc. c/o 26 Century Blvd. P. O. Box 305191 Naehville, TN 37230-5191 Ricoh Americae Holdinga, inc, Ricoh USA, Inc. 70 Valley Stream Parkway Malvern, PA 19355 c�n� �,��; r �� _ darc ��,�.a�r�. 877-945-7378 ........ � (�,r�r.`.ratt� �.��-4� 7-��7� I` M�II r,�ar��ac.�M�: ��i�i��ta��vaa�,�.�.a�.�r�m. . INSURER(S)AFFORDING COVERAGE NAIC# G�7�pq��b�p; Travelere P�azpa�sk� Caeualty Company of d�aax 25674-004 .m,,, ., _ __ . . . . � ., INSURERB:TOkio Marine An+erica Ineurance Company 10945-001 INSURER D: INSURER E: INSURER F: COVERAGES ��1"IB"��A�.TF �Ill�41��: ��r�"1�G� F�EV"4�IC�N I��NIk��F�: �� THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. . ,.. .,,,.,,,,, �INSR TypEpFIN$URANCE �DDL SU�3�� pOLICYNUMBER POLICYEFF ��OLICY�� LIMITS C�� BdRENCE $. ��. Q O Q� 0 Q�e,,,,,, ..... NI I„ I q� G-MJY��Y 1�9�.�NkuG� Mb�p�� ,�; OCCUR ��'EC &� cv�� t�K�rnca,) $ 3 0 Q, 0 0 0 A � '��-��+��-�-p��?'� 3C2JC3LSAl193R908TIL15 6 1 2015 �6 1 2016 EAC I`�t 1�. �.-e . ..... MED EXP (An ,one person) $ j, Q� Q�� ........ �',> ,,,........, ..... .......... ......... ...._... ......... ,.,. PERSONAL&ADVINJURY.. $ ................�-�.��!��_O�Q , ....... „�,,,,,,,�,,,,,,,,,,,,,,,,,,,,,,,�, , G;L-�"LAGGREGATELIMITAPPLIESPER: GENERALAGGREGATE $ ,,�.� Q�1Q�QQQ � POLICY � PR� � LOC PRODUCTS-COMP/OPAGG $ �� QQ�1,�,QQQ � JECT X ,,. .. ..... C3 p k I,C� R. $ p. AUTOMOBILELIABILITY �� 3IWJCAP1193R853TIL15 6/1/2015 ��6�/1/2016 CC:dIv6k�pR�J�L7FsN4b4.��'�I,iMG'G' 1 000� 000 '�� (Ea��r.�la8r�r7t,;� $ r ............... -- I X ANYAU70 BODILYINJURY(Perpersan) � �X�� ALLOWNED �� s44i1•.t51.�6..YFiC�k BODILYINJURY(Peraccident) $ ,,, AUTOS fh9.IZ+�J�' ... ......... .................. NON-OWNED �'3�C�€�d W�k'�'�."��aV��. --- X HIREDAUTOS X ��-��; ,��'kxrtriirlernl� � ......... ..... ........... ..... ....... ,,, ,,, ... ......... ........ � ........ ...�.,�w_.._.._......� ....._...... ........�.. _.......�..... ......._ . $ X UMBRELLALIAB X OCCUR CU640216707 ��1�2015 6/1/2016 EACHOCCURRENCE _ $ ,��p(�Q,,QQ(� EXCESS LIAB �� CLAIMS-MADE AGGREGATE , $ ,]„r QpQ�,QpQ DED X RETENTION$ 10, OOa�� „ . . ......_.........�,... .......... _.......�.._ WORKERS COMPENSATION �� I I r�' ANDEMPLOYERS'LIABILITY Y/N .. STAT.LdIE... . ..f._Et% .............. . ....... .......... ANYPROPRIETOR/PARTNER/EXECUTIVE❑ N�A E.L.EACHACCIDENT _ 5 OFFICER/MEMBER EXCLUDED7 Mandatory,inNH) E.L.DISEASE-EAEMPLOYEE $ ,,,,, , ., , , ............ ........... ......_..... fyes, describe under DESCRIPTIONOFOPERATIONSbelaw E..L.DISEASE-POLICYLIMIT $ '�.�, .. _..... ....�.__..... . ...... ��.. '�. DESCRIPTIONOFOPERATIONSIl..C'f��TNUIN'"'.��!'U�t11C&.C'�(dM�'�fJN21��761�AupalV1�vn�Nfturr�+rlk�.tia��uchsr�uq�„mayka�,arcrikrsw9uorliPrrtnr�rspaceisrequlred) CANCELLATION SHOULD ANY OF THE ABOVE DESCRI6ED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Denton Attn: Elton Brock 901B Texae Street Denton, TX 76209 Co11:4757848 Tp1:1957925 Cert:23507268 C�°��E�2i�14ACORDCORPORATION.Allrightsreserved. ACORD 25 (2014/01) The ACORD name and logo are registered n��i�k, of ACORD DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C ACORO� DAT O(B131/20 5�, � CERTIFICATE OF LIABILITY INSURANCE �THIS �.�F�'I"V�ICdafi� l'� ��LN�.'CY AS A MATTER OF INFORMATION ONLY Jh�q� ��.1NR°'��N:� NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. _ .�. �,. atrl�er �� an AkUf�&"�1{3IVAL ._.�. ��.��.__�.,- _._,�._._�. �...._..__� �C4�'V�'�i;Ta�hi�'c Bf �&r�; �t�rlffic�ic p....� ��...TI�➢�Ltlf��CYM kl�c �ac��Ycy�u��} must Ni� �av��ars�r9. I� �LN�3'I�C?G��"i`��b� I� 4�VAIV��.�,, ��)ert to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorserr�s�,rtt��, Aon Risk Services Northeast, Inc�. New vork ntv office 199 water Str2et New vark Nv 10038-3551 UsA INSURED Ricoh Americas Holdinqs, Inc kicoh Usn, Inc. (f/k/a IKON office Solutions, Inc.) 70 valley 5tream Parkway Malvern Pa, 19355 usn e�na� ADDRESS: INSURER A: INSURER B: mINSURER C: � �INSURER 6: INSURER E: INSURER F� (86fi) 283-7122 800-363-0105 INSURER(S) AFFORDING COVERAGE NAIC # Nati on�al Urli on F� re I mm ��mmmmmmmmm� .��mm�..� ns Co of Pittsburgh 19445 New Ham shire Ins Co�� •�� p 23841 The Insurance Co of the State of PA I9429 Illin��is National Ins�u�� ' o' rance Co I23817 a`� w c m a d � 0 2 COVERAGES ��R"0"IF°V��i� �1llI�Mt3ER: 570059191430 REVISION N�1Ni��Ft: �`&�IN��^r 1w'�'G �� R':��F��Id="a' THAT THE POLICIES OF V�Itik,Jl�,�hl�E �B;sTF�� 1�9_{�'�h! d��'§l+� �kE�&�Y p��^a"�+fl��170 THE 9P�:aV�E�C�'� h91�C!�k�CM A63C�11E FOR THE b�47�.RC,Y PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as resq�ested TVPE OF INSURANCE �� '" �� ' POLICY NUMBER � � 5 �..YP�C i UN�:SCk WViI`� ��... "WN�'+'k'dL74'7PM'W"M '�� ._ 4�C7PdPC9k'PI YYF� ... LIMIT� � COMMERCIAL GENERAL LIABILITY ��, � �.... EACH OCCURRENCE ��.. CLAIMS-MADE ❑ OCCUR �� PRFMlSF.S �F.a ocrunenoe] , .m _... ...�„_.IT,., ., ,,,_.w MED EXP (My one person) �.... .� ................._.... PERB....�..�. ...._ ._.�......�..�.....�,._.........._..., ONAL & ADV INJURY ° m GEN L AGGREGATE LIM "�� IT APPLIES PER: GENERAL AGGREGATE � ..,�.,... � . . POLICY � JECT � LOC PRODUCTS - COMPIOP AGG,,,,,,,, � .�,,,, ,,,,,,, . � OTHER: ° r � AUTOMOBILE LIABILITY COM61NE0 SINGLE LIMIT � ....,�Ftn ncT�i�enl� ............ ................ _ .... INJURY(Perperson) 0 ANY AUTO .. . �........_........ ......... ...��.......� .,.�...�......, Z "" ALLOWNED "'""""'��SCHEDULED BODILYINJURY(Peraccidenl) d ......�. .. J, AUTOS AUTOS PpoeccdenDAMAGE��mmm . �. V HIRED AUTOS �� NON-OWNED � ;� ' AUTOS ..�.�......... __.........�..�. �........... C �° � UMBRELLAIJAB OCCUR EACHOCCURRENCE � V .�, � �.�... �. ,,,,�,�_ ...,.,... - � EXCESS LIAB CLAIMS-MADE AGGREGATE ..,......._ � .�_... ��. I7Eb RETENTION '�� B ti,^N�[r�tq��I�S��a�tir��nrMa�P�,C�aJ�s Yd��1��k�tlfYti� 04/Ol/2015 04/Ol 201ti X sTATUTE �RH� EMPLOYERS' LIABIUTY � 1S lE WC (AK � AZ � VA) E.L. DISEASE-EA EMPLO EE �J�� SZ , 000 � OOO ANY PROPRIETOR I PARTNER I EXECUTIVE �� E.L. EACH ACCIDENT S2 , 000 004� ° �ra��Na;��ar�ar�retwr:��i��d�r^rr � N�n �d'�R��?�.��6t�f,��5 o4/Ol/2015 04/Ol/2016 � ��,rkxAraa�vtoahlasM 15-16 wC (cn) . �V am d?�nt:w6tsa�rinsf�r ,� ................ - ....�...�.......,��. _..�.. .. BJ�iC:l�l� R 9d.bMl� OF �.iN-"C�.9��.,�A�fiR.ro�l„iY qanr.taa�er E.L. bISEASE-POLICY LIMIT S2 � 000, OOa -.-.-.�. A Excess WC 7cWC9883964 04/Ol/201504/Ol/2016 EL 9��r}� Acc'ir�c��7t 52,OOtl,00Q- 15-16 Excess WC OHiO EL Disease - Policy 52,000,000 � � SIR applies per policy terns & condi"`ions EL Disease - Ea Emp 52,000,000 �7�SCPdIi�"TB�tJC� OF OPERATIONS / LOCATIONS 1 VEHICLES (ACORO 101, Additlonal Ft�vwrw�.rM1�w i�e:Nra�r�aa9Mn„ may be attaehed�i! more space is ��,�xi�rk�6a�. �� . . . ' f.�,.. ■ �, .. CERTIFICATE HOLDER City of oenton Attn: Elton Brack 9016 Texas Street Denton Tx 76209 u5A ACORD 25 (2014/01) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE NALL BE DELIVERED IN ACCORDANCE NATH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE �� / 01988-2014 ACORD CORPORATION. Ail rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 4E13A215-1137-4FFB-AC75-F1B3290ED41C AGENCY CUSTOMER ID: 570000063923 LOC #: ��"�-=��-�-��`� ��° � ADDITIONAL REMARKS SCHEDULE Page _ of _ .. I�......_ ....... AGENCY �� NAMEDINSURED Aon Risk Services Northeast, Inc. �Ricoh Americas Holdings, inc POLICY NUMBER See Certificate Number: 570059191430 CARRIER NAIC CODE see Certi fi cate Number: 570059191430 eFFecrive �nre: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S) AFFORDING COVERAGE NAIC # nvsuR�R rrrsux�R INSURER INSURER �"�1;'DT�o Q"IS;iI"w'rA�:� POLICIES if a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate forrn for policy limits. POLICY� PtlLICI" �.. INSR ..ADDL�'�SUBR EFFECI'IVE EXPIRATION LTR '��.. TN'E OF INSURANCE �''...�... mSD � Ww POLICY MJIIIBER DATE DATE LIMITS .....�... MM/DD (MMND�, .., . . WORKERS COMPENSATION o Nin ,,��oz�a600s6 oa/�r�z�is 04/O1/2016 '15-16 WC (FL) C N/n wc021460058 04/Ol/2015 04/Ol/2016 15-16 WC (MA) �� N/A WCO21460052 04�01/2015 04/O1/2016 15-16 WC (IL.KY, NC,NH,U' . �. . �«......�. � g N/A wc021460057 04/O1/Z015 04/O1/2016 15-16 wC (ME) p N/q wCO21460059 04/Ol/2015 04/Ol/2016. 15-16 WC (WI) ' B N/a, wco21460053 04/Ol/2015 04/Ol/2016 ''��.15-16 WC (NJ, PA) g N/n wCO21460051 04/O1j2015 04j01/�d16 15-16 wc (nos) W . .I � ACORD 101 (2006/01) O 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo ara registered marks of ACORD Certificate Of Completion Envelope Number:4E13A21511374FFBAC75F1B3290ED41C Subject: Please DocuSign: Contract Documents #5926 Source Envelope: Document Pages: 39 Signatures: 13 Certificate Pages: 6 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Record Tracking Status: Original 9/3/2015 12:43:36 PM PT Signer Events Elton Brock elton. brock@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Jason Hinshaw jason.hinshaw@ricoh-usa.com VP of Sales Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 9/3/2015 1:16:48 PM PT ID:20701caa-acf7-4b7b-8d89-5940c7ea16bc John Knight john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Julia Klinck julia. klinck@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Holder: Elton Brock elton. brock@cityofdenton.com Signature Completed Using IP Address: 129.120.6.150 �DocuSigned by: aSbin, (��n,S�,a.W FOC716CAFSFB4DD... Using IP Address: 205.145.18.5 �DocuSigned by: Il John Knight `�—C821996C2A2B439... Using IP Address: 129.120.6.150 DocuSigned by: �w�.ia 1�etiwc% 528950829383478... Using IP Address: 129.120.6.150 Status: Completed Envelope Originator: Elton Brock elton.brock@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 9/3/2015 1:04:13 PM PT Viewed: 9/3/2015 1:04:21 PM PT Signed: 9/3/2015 1:06:58 PM PT Sent: 9/3/2015 1:07:00 PM PT Viewed: 9/3/2015 1:16:48 PM PT Signed: 9/3/2015 1:18:25 PM PT Sent: 9/3/2015 1:18:28 PM PT Viewed: 9/8/2015 9:31:21 AM PT Signed: 9/8/2015 9:32:09 AM PT Sent: 9/8/2015 9:32:11 AM PT Viewed: 9/16/2015 9:54:08 AM PT Signed: 9/16/2015 9:54:23 AM PT �� s�c�a��a� Signer Events George Campbell george.campbell@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Jennifer Walters jennifer.walters@cityofdenton.com City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Signature �DocuSigned by: C�zovea,e CrLr..�.�Aa.11 4884E925FOE6480... Using IP Address: 129.120.6.150 �DocuSigned by: I Jcrrl�ca �Uk[;etii `--CSBFAFC1821946D... Using IP Address: 129.120.6.150 Signature Status Status Status Status Status Charleta Gilbreath �� I E [� charleta.gilbreath@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Julia Klinck julia. klinck@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: � � � Robin Fox �� p�I E L� Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Timestamp Sent: 9/16/2015 9:54:28 AM PT Viewed: 9/16/2015 10:34:02 AM PT Signed: 9/16/2015 10:35:03 AM PT Sent: 9/16/2015 10:35:06 AM PT Viewed: 9/17/2015 7:14:09 AM PT Signed: 9/17/2015 7:14:56 AM PT Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 9/3/2015 1:18:27 PM PT Viewed: 9/17/2015 7:54:49 AM PT Sent: 9/3/2015 1:18:27 PM PT Viewed: 9/4/2015 1:03:35 PM PT Sent: 9/16/2015 9:54:26 AM PT Viewed: 9/16/2015 10:29:29 AM PT Jennifer Bridges �� I E� Sent: 9/17/2015 7:15:00 AM PT jen nifer. bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered ID: Tonya Demerson �� tonya.demerson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Jane Richardson �� jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Hashed/Encrypted Security Checked Security Checked Security Checked Electronic Record and Signature Disclosure Sent: 9/17/2015 7:15:01 AM PT Viewed: 9/17/2015 8:06:32 AM PT Sent: 9/17/2015 7:15:03 AM PT Viewed: 9/22/2015 10:13:15 AM PT Timestamp Timestamps 9/17/2015 7:15:03 AM PT 9/17/2015 7:15:03 AM PT 9/17/2015 7:15:03 AM PT 9/17/2015 7:15:03 AM PT Electronic Record and Signature Disclosure created on: 4/20/2015 2:25:38 PM Parties agreed to: Jason Hinshaw ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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