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2009-316 ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND AWARDING A CONTRACT FOR THE LEASE OF FIFTY FOUR (54) DEPARTMENTAL MONOCHROME/DIGITAL COPIERS AS APPROVED BY THE U.S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE (US COMMUNITIES CONTRACT # 58795) DIVISION; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (BID 4386- CONVENTIONAL COPIER/MULTI-FUNCTIONAL DEVICE PROGRAM AWARDED TO RICOH BUSINESS SOLUTIONS, INC. IN THE ANNUAL ESTIMATED AMOUNT OF $88,456 FOR AN ESTIMATED THREE YEAR TOTAL OF $265,368). WHEREAS, the City 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 and City ordinances; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described bids are the lowest responsible bids for the materials, equipment, supplies or services as shown in the "Bid Proposals" submitted therefor; 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: SECTION 1. The numbered items in the following numbered bids for materials, equipment, supplies, or services, shown in the "Bid Proposals" on file in the office of the City Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: BID NUMBER VENDOR AMOUNT 4386 Ricoh Business Solutions, Inc. $265,368 SECTION 2. By the acceptance and approval of the above numbered items of the submitted bids, the City accepts the offer of the persons submitting the bids for such items and agrees to pur- chase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Bid Invitations, Bid Proposals, and related documents. SECTION 3. Should the City and the winning bidder(s) wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the bids, the City Manager or his designated representative is hereby authorized to execute a written contract in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Bid Proposal and related documents and to extend that contract as determined to be advantageous to the City of Denton. 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. PASSED AND APPROVED this th day of 32009. j MARK'A. liO~ROU MAYOR r 1 ATTEST: JENNIFER WALTERS, CITY SECRETARY BY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 5-ORD- I RICOH MASTER TERMS AND CONDITIONS OF LEASE AGREEMENT U.S. Communities Contract ID 58795 For Multifunction Printers and Copiers 1. LEASE OF EQUIPMENT. This Master Terms and Conditions of Lease Agreement Terms and Conditions for Maintenance Services as set forth in the Participation (this "Lease Agreement') between Ricoh Americas Corporation ("Ricoh') and the entity Agreement between Customer and Ricoh. identified below as Customer is executed pursuant to the Master Agreement with the 4. TITLE, PERSONAL PROPERTY, LOCATION AND INSPECTION. Unless City of Los Angeles ("City") on behalf of U.S. Communities Government Customer has been granted a $1.00 purchase option under the applicable Order Purchasing Alliance and all public agencies, non-profits and higher education Agreement, Ricoh owns the Equipment and Customer has the right to lease the entities ("Participating Public Agencies") that elect to elect to lease Multifunction Equipment for the full Lease Term provided the Customer complies with the team and Printers and Copiers under the Master 'Agreement (Contract ID 58795), and conditions of the Order Agreement and this Lease Agreement. For all purposes under establishes the general terms and conditions under which Ricoh or a third party Lessor the Order Agreement and this Lease Agreement, the Equipment is and shall remain assignee (a "Lessor) may, from time to time, lease Equipment (as hereunder defined) personal property even though the Equipment may become attached to any real estate. to Customer. If so assigned by Ricoh to a Lessor, the term "Ricoh" shall also mean and Customer agrees not to permit a lien to be placed upon the Equipment or to remove the include such third party Lessors assignee as to Ricoh's rights, remedies and Equipment from its place of installation without Ricoh's prior written consent, which entitlements hereunder and each Order Agreement (as hereunder defined) so assigned, consent shall not be unreasonably withheld. If Ricoh feels it is necessary, Customer but not Ricoh's obligations. The terms hereof shall be deemed to form a part of each agrees to provide Ricoh with waivers and interest of liens, from anyone claiming any Order Agreement for Lease (each, an "Order Agreement's executed by the parties which interest in the real estate on which any item of Equipment is located. Ricoh also has the references this Lease Agreement. "Equipment" shall mean items of equipment, right, at reasonable times, to inspect the Equipment. accessories and software set out in any Order Agreement. Ricoh agrees to lease the 5. ASSIGNMENT. WITHOUT PRIOR WRITTEN CONSENT OF RICOH, WHICH Equipment to Customer on the terms and conditions contained herein and as set forth CONSENT SHALL NOT BE UNREASONABLY WITHHELD WITH RICOH ACTING AS on the Order Agreement. Customer promises to pay to Ricoh an Equipment Payment A COMMERCIALLY REASONABLE AND PRUDENT LESSOR GIVEN ALL OF THE and, if applicable, a Maintenance Payment (together the `Lease Payment) set forth in FACTS AND CIRCUMSTANCES THEN KNOWN TO RICOH, CUSTOMER SHALL the Order Agreement. Each Order Agreement shag constitute a separate assignable NOT n ASSIGN, TRANSFER, PLEDGE OR HYPOTHECATE THIS LEASE AGREEMENT lease agreement incorporating all of the terms hereof. In the event of a conflict between OR ANY ORDER AGREEMENT, THE EQUIPMENT OR ANY PART THEREOF OR the terms and conditions of any Order Agreement and the provisions hereof, the ANY INTEREST THEREIN OR (ii) SUBLET OR LEND THE EQUIPMENT OR PERMIT IT provisions of the Order Agreement shall prevail. TO BE USED BY ANYONE OTHER THAN CUSTOMER AND CUSTOMER'S 2. TERM AND LEASE. This Lease Agreement shag become effective upon EMPLOYEES. Ricoh may assign this Lease Agreement or any Order Agreement and the acceptance and execution by Ricoh and shall remain effective at least until the Equipment to a Lessor and its rights, remedies and entitlements thereunder (but not expiration of the Term of the last Order Agreement hereunder. Each Order Agreement Ricoh's obligations), at any time in whole or in part, without notice to the Customer. goes into effect on the date Lessee signs Ricoh's Delivery and Acceptance form or Customer shall not assert against any assignee Lessor, any claim or defense d may otherwise acknowledges that the Equipment has been installed in good working order have against Ricoh, but rather shall assert the same only against Ricoh. No assignment and has been accepted by the Lessee (the "Effective Date'. of this Lease Agreement or any Order Agreement shall release Ricoh from any obli- Each Order Agreement is effective on the date that it is accepted and signed by gations Ricoh may have to Customer. In the event this Lease Agreement or any Ricoh, and the term of each Order Agreement begins on that date or any later date that Order Agreement is assigned by Ricoh to a Lessor, the following provisions are Ricoh designates (the "Commencement Date") and continues for the term stated on the also applicable: Order Agreement. As Customer will have possession of the Equipment from the date of (a) Selection of Equipment/Disclaimer of Warranties: Customer has selected its delivery, if Ricoh accepts and signed the Order Agreement, Customer will pay Ricoh the Equipment and the supplier from whom Lessor agrees to purchase the Equipment at interim rent for the period from the date the Equipment is delivered to Customer and the Customers request. Lessor is not the manufacturer of the Equipment and Lessor is Commencement Date, as reasonably calculated by Ricoh based on the Lease Payment, leasing the Equipment to Customer "AS-IS". Customer has selected the Equipment and the number of days in that period, and a month of 30 days. Lessor MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING Lease Payments will be due as invoiced until the balance of the Lease Payments WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR and any additional Lease Payments or expenses chargeable to Customer under the PURPOSE. Lessor transfers to Customer for the term of a Order Agreement all Order Agreement are paid in full. Customer may cancel an Order Agreement at any warranties, if any, made by Ricoh. CUSTOMER ALSO ACKNOWLEDGES THAT NO time during the lease period, provided that Customer shall n deliver notice to Ricoh of ONE IS AUTHORIZED TO WAIVE OR CHANGE ANY TERM, PROVISION OR such cancelation at least thirty (30) days prior to the effective date of cancelation and (ii) CONDITION OF THIS LEASE AGREEMENT OR ANY ORDER AGREEMENT AND, agree to surrender possession of the Equipment to Ricoh. In the event of cancelation as EXCEPT FOR THE RICOH WARRANTIES, MAKE ANY REPRESENTATION OR provided hereunder, Customer shall pay to Ricoh all amounts due and payable to Ricoh WARRANTY ABOUT A ORDER AGREEMENT OR THE EQUIPMENT. LESSOR for the term of an Order Agreement. SHALL NOT BE LIABLE FOR ANY DELAYS IN MAKING DELIVERIES OR REPAIRS Customer may cancel an Order Agreement for cause and withhold Lease NOR IN ANY EVENT FOR SPECIAL, RESULTING OR CONSEQUENTIAL DAMAGES Payments due under any Order Agreement provided that Customer has (D documented OR LOSS OF PROFIT OCCASIONED BY ANY BREACH OF WARRANTY OR the specific non-perfomrance; (ii) the breach of performance is material and affects the REPRESENTATION OR RESULTING FROM THE USE OR PERFORMANCE OF THE functionality of the Equipment; and (i) Ricoh has failed to cure such breach within thirty EQUIPMENT. CUSTOMER'S OBLIGATION TO PAY IN FULL ANY AMOUNT DUE (30) days following written notice of breach. UNDER A ORDER AGREEMENT WILL NOT BE AFFECTED BY ANY DISPUTE, Except where City is a party to the Lease Agreement, neither City nor any other CLAIM, COUNTERCLAIM, DEFENSE OR OTHER RIGHT WHICH CUSTOMER MAY Participating Public Agency that is not a party to the Lease Agreement shall have any HAVE OR ASSERT AGAINST RICOH. obligation to Ricoh for any payments which may become due to Ricoh from Customer. IN THE EVENT THE PERIODIC PAYMENTS UNDER AN ORDER AGREEMENT All payments shall be made to Ricoh at the address indicated by Ricoh in writing. INCLUDES THE COST OF MAINTENANCE AND/OR SERVICE BEING PROVIDED 3. REPAIR AND MAINTENANCE. If an Order Agreement includes repair and BY RICOH, CUSTOMER ACKNOWLEDGES THAT, IF THAT ORDER AGREEMENT maintenance services, such services shall be provided pursuant to the terms of the IS ASSIGNED, THE ASSIGNEE LESSOR IS NOT RESPONSIBLE FOR PROVIDING _ I S:IALLSHARE\AgreementslEquipment Leasing120091U.S. Communities Lease Terms and Conditions MFPs and Copiers-City of Denton.doc SUCH MAINTENANCE AND/OR SERVICE FOR THE EQUIPMENT. CUSTOMER Equipment for its full replacement value, naming Ricoh as loss payee, and (i) public WILL MAKE ALL CLAIMS FOR MAINTENACE AND/OR SERVICE SOLELY AGAINST liability and third party property insurance, naming Ricoh as an additional insured. 11. RICOH AND SUCH CLAIMS WILL NOT AFFECT CUSTOMER'S OBUGATION TO DEFAULT. Customer is in default of this Lease Agreement and any Order MAKE ALL PERIODIC PAYMENTS UNDER SUCH ORDER AGREEMENT TO THE Agreement if any of the following occurs: Customer fails to pay any Lease Payment or ASSIGNEE LESSOR. other sum due under any Order Agreement when due; (i) Customer breaches any (b) Use, Maintenance and Repair. Customer is required, at its oven cost and warranty or other obligation under this Lease Agreement and fails to cure such breach expense, to arrange to keep the Equipment in good repair, condition and working order, within 15 days after notice from Ricoh; (ii) Customer becomes insolvent or unable to pay except for ordinary wear and tear. All replacement parts used or installed and repairs its debts when due; (iv) Customer stops doing business as a going concern; (v) made to the Equipment will become Lessors property. Customer may, with Lessors Customer makes an assignment for the benefd of creditors; (v) Customer undergoes a prior written consent, make modifications to the Equipment; provided such modifications substantial deterioration in its financial condition; or (vi) Customer, any guarantor or any do not reduce the value or usefulness of the Equipment or result in the loss of any partner shall voluntarily file or have filed against il involuntarily, a petition for liquidation, warranty or any certification necessary for the maintenance of the Equipment and such reorganization, adjustment or debt or similar relief under the Federal Bankruptcy Code modifications must be easily removable without causing damage to the Equipment. or any other present or future federal or state bankruptcy or insolvency law, or a trustee, Before returning the Equipment, Customer agrees to remove such modifications and receiver or liquidator shall be appointed of its or substantial part of its assets. restore the Equipment to its original condition. If Customer fails to remove such 12 REMEDIES. Ricoh shall have the following remedies if a default should occur to modifications, Lessor is deemed the owner of such modifications. the extent that such remedies are authorized by the Constitution and laws of the State of (c) Maintenance and Additional Copy Charge Administration: Customer Texas: Upon written notice, declare the Customer in default and collect all Lease acknowledges that Lessor, purely as an administrative convenience to Customer and Payments as the same become due , but only to the extent permitted by law, (i) Charge Ricoh, may bill, collect and otherwise administer Maintenance Payments on Ricoh's Customer interest on 211 monies due Ricoh at the rate of eighteen percent (18%) per behalf and agrees that Lessor has no liability or responsibility for the performance year from the date of default until paid, but in no event more than the maximum rate thereof. permitted by law, and (Ha) Require that Customer return the Equipment to Ricoh Such (d) The terms and conditions of this Lease Agreement are the only terms and return or repossession of the Equipment will not constitute a termination of a Order conditions governing the Lease of the Equipment by Customer and no other agreements Agreement unless Ricoh expressly notifies Customer in writing. In the event the between Ricoh and Customer will have any effect upon, or otherwise affect, the terms Equipment is returned or repossessed by Ricoh and Ricoh has terminated the Order and conditions of this Lease Agreement. Agreement, Ricoh may sell or re-rent the Equipment to any persons with any terms 6. REDEUVERY AND RENEWAL. Upon at least sbdy (60) and not more than one Ricoh determines, at one or more public or private sales, with or without notice to hundred twenty (120) days written notice to Ricoh prior to the expiration of the initial Customer, and apply the net proceeds after deducting the costs and expenses of such Term or any Renewal Term of the applicable Order Agreement, Customer at as option sale or re-rent Customers obligations to Ricoh with Customer remaining liable for any may (i) renew the Order Agreement for an additional term of at least twelve (12) months; deficiency and with any excess being retained by Ricoh. The credit for any sums to be exercise any applicable purchase option as specified in the applicable Order received by Ricoh from any such rental shall be discounted to the date of the agreement Agreement; or (ii) return the Equipment, freight and insurance prepaid, to Ricoh in good at five percent (50/6) per year. repair, condition and working order, ordinary wear and tear excepted, in a manner and Customer agrees that any delay or failure to enforce Ricoh's rights under this to a location designated by Ricoh. If Customer fails to notify Ricoh or having notified Lease Agreement or any Order Agreement roes not prevent Ricoh from enforcing any Ricoh, Customer fails to return the Equipment or exercise one of its other options rights at a later time. provided herein, the applicable Order Agreement shall renew for consecutive sixty (60) All Ricoh's remedies are cumulative, are in addition to any other remedies pro- day periods with Lease Payments in effect at the expiration of the initial Term of the vided by law, and may, to the extent permitted by law, be exercised either concurrently Order Agreement. or separately. The exercise of any one remedy shall not be deemed an election of such 7. LOSS OR DAMAGE. Customer is responsible for the risk of loss or destruction remedy, or preclude the exercise of any other remedy. No failure on Ricoh's part to of, or damage to the Equipment. No such loss or damage relieves Customer from any exercise any right or remedy and no delay in exercising any right or remedy shall operate obligation under a Order Agreement. Customer agrees to promptly notify Ricoh in as a waiver of any right or remedy or modify the terms of this Lease Agreement. A writing of any loss, destruction or damage to the Equipment and Customer will, at waiver of default shall not be construed as a waiver of any other or subsequent default. Ricoh's option, n repair the Equipment to good condition and working order, (i) replace 13. WARRANTY OF BUSINESS PURPOSE. Customer hereby warrants and the Equipment with like equipment in good repair, condition and working order, represents that the Equipment will be used for business purposes, and not for personal, acceptable to Ricoh and transfer clear title to such replacement equipment to Ricoh, and family or household purposes. such Equipment shall be subject to the Order Agreement and be deemed the 14. UCC FILINGS AND FINANCIAL STATEMENTS. Customer authorizes Ricoh to Equipment, or (ii) pay to Ricoh the present value of the total of all unpaid Lease file a financing statement with respect to the Equipment where permitted by the Uniform Payments for the fun Order Agreement term, plus either the anticipated value of the of Commercial Code ("UCC). The filing of financing statements is not to be construed as the Equipment at the end of the Order Agreement term as reasonably determined by evidence that only a security interest was intended to be created, but is to give public Ricoh or any End of Order Agreement Option price stated on the Order Agreement, notice of Ricoh's ownership of or other interest in the Equipment. If any Order whichever is greater (the "FMV'), with the accelerated Lease Payments and the FMV Agreement is deemed at any time to be one intended as security then Customer grants discounted at 3% per annum, whereupon the applicable portion of the Order Agreement Ricoh a security interest in the Equipment and the proceeds from the sale, lease or shag terminate. All proceeds of insurance received by Ricoh as a result of such loss or other disposition of the Equipment. damage will be applied, where applicable, toward the replacement or repair of the 15. NOTICE. Written notice will be deemed to have been given when delivered per- Equipment or the payment of Customers obligations. As between a Lessor and sonally or the third day after being deposited in the United States mail, postage prepaid, Customer, Lessor is not responsible for any losses or injuries caused by the Equipment. addressed to such party at its address set forth in this Lease Agreement, in the Order B. TAXES. Except for tax on Ricoh's income, Customer agrees to pay all license and Agreement or at such other address as such party may have subsequently provided to registration fees, personal property taxes, sales and use taxes and all other taxes and the other party in writing. . charges relating to the leasing, ownership, use, rental, possession, sale and use of 16. CHOICE OF LAW. This Lease Agreement and the Order Agreements have been Equipment as part of the Lease Payment or as billed by Ricoh. Where taxes are paid by made in Texas and, except for local filing requirements, are governed by and construed Ricoh on Customers behalf, Customer agrees to reimburse Ricoh for all such in accordance with the laws of the State of Texas. Customer irrevocably waives any payments, plus interest and reasonable costs incurred in collecting and administering right to trial by jury. any taxes, assessments or fees and remitting them to the appropriate authorities. 17. FOR GOVERNMENTAL ENTITIES ONLY. CUSTOMER COVENANTS: the 9. LATE CHARGES. If any Lease Payment or any other amount payable under Customer covenants and warrants that n it has, in accordance with the requirements any Order Agreement is not paid within 10 days of when due, Customer will pay to of taw, fully budgeted and appropriated sufficient funds for the current budget year to i Ricoh a late charge of five percent (5%) of the past due payment or $10.00, whichever is make the payments Order Agreement to come due and to meet its other obligations greater, but only to the extent permitted by applicable law. under the Lease Agreement and any Order Agreement and that such funds have not 10. INSURANCE. Customer will either self insure or provide and maintain at its own been expended for other purposes; and (ii) that there is no action, suit, proceeding or expense n property insurance against the loss, theft, destruction of, or damage to, the investigation pending, or threatened in any court or other tribunal or competent I S:IALLSHAREIAgreementslEquipment Leasing\20091U.S. Communities Lease Terms and Conditions NIFPsand Copiers-City of Denton.doc ~ I I jurisdiction, state or federal or before any public board or body, which in any way the Order Agreements contain the entire agreement and understanding. No agreements would (a) restrain or enjoin the delivery of the Lease Agreement and any Order or understandings are binding on the parties unless set forth in writing and signed by the Agreement or the ability of the Customer to make its Lease Payments (as set out in parties. Any provisions of this Lease Agreement or any Order Agreement which for any the Order Agreement); (b) contest or affect the authority for the execution or delivery reason may be held unenforceable in any jurisdiction shall, as to such jurisdiction, be of, or the validity of, the Lease Agreement and any Order Agreement; or (c) contest ineffective without invalidating the remaining provisions of this Lease Agreement. the existence and powers of the Customer, nor is there any basis for any such action, 19. UCC - ARTICLE 2A PROVISIONS. Customer agrees that each Order Agreement suit, proceeding or investigation; (u) that the equipment will be operated and is a Finance Lease as that term is defined in Article 2A of the UCC. Customer controlled by the Customer and will be used for essential government purposes and acknowledges that Ricoh has given Customer the name of the supplier of the will to be essential for the term of the Lease Agreement and any Order Agreement; Equipment. Ricoh hereby notifies Customer that Customer may have rights under the and (v) Customer has not previously terminated a Lease Agreement and any Order contract with the supplier and Customer may contact the supplier for a description of any Agreement for non-appropriation, except as specifically described in a letter rights or warranties that Customer may have under this Lease Agreement. Customer appended hereto. also waives any and all rights and remedies granted Customer under Sections 2A-508 SIGNATURES: Each signor (two if monthly payment exceeds $1,200) warrants that through 2A-522 of the UCC including, but not limited to: the right to repudiate any Order he/she is fully conversant with the governing relevant legal and regulatory provisions Agreement and reject the Equipment; the right to cancel any Order Agreement; the right and has full power and authorization to bind Customer. Signor(s) for Customer to revoke acceptance of any Order Agreement; the right to grant a security interest in the further warrant(s) that its governing body has taken the necessary steps; including Equipment in Customers possession and control for any reason; or the right to recover any legal bid requirements, under applicable law to arrange for acquisition of the damages for any breach of warranty. Equipment; the approval and execution has been in accordance with all applicable 20. FACSIMILE DOCUMENTATION. Customer agrees that a facsimile copy of this open meeting laws; and that a resolution of the goveming body of Customer Lease Agreement and any Order Agreements with facsimile signatures may be treated authorizing execution of the Lease Agreement and any Order Agreement has been as an original for purposes of being admissible as evidence of this Lease Agreement or duly adopted and remains in full force and effect. any Order Agreement. Furthermore, if Customer elects to transmit any Order NON APPROPRIATION: In the event Customer is in default of the Lease Agreement Agreement by facsimile, Customer agrees that, if Ricoh elects to do so in its sole and any Order Agreement because (i) funds are not appropriated for a fiscal period discretion, the only version of such Order Agreement(s) that will be the original for all subsequent to the one in which the Lease Agreement and any Order Agreement was purposes under the Uniform Commercial Code wig be the version containing Customer's entered into which are sufficient to satisfy all of Customer's obligations under the facsimile signature and Ricoh's original signature, and Customer waives notice of Lease Agreement and any Order Agreement during said fiscal period; (i) such non- acceptance of such Order Agreement(s) and receipt of a copy of the originally signed appropriation did not result from any act or failure to act of Customer, (iii) Customer Order Agreement(s). has exhausted all funds legally available for all payment due under the Lease S Agreement or other due under any Order Agreement; and (iv) thereis no other legal CUSTOMER: CITZMe ?afer) procedure by which payment can be made to Ricoh. Then, provided that (a) (RiMCustomer has given Ricoh written notice of the occurrence of (i) above thirty (30) Signature days prior to such occurrence; (b) Ricoh has received a written opinion from Title: r % L . Customer's counsel verifying the same within ten (10) days thereafter; and (c) (ease Pfint) f Customer does not directly or indirectly purchase, rent or in any way acquire any l ! G Date: 0 services or Equipment supplied or provided for hereunder; upon receipt of the Equipment delivered to a location designated by Ricoh, at Customer's expense, RICOH AMERICAS CORPORATION Ricoh's remedies for such default shall be to terminate the Agreement at the end of the fiscal period during which notice is given; retain the advance payments, if any; Signature and/or sell, dispose of, hold, use or rent the Equipment as Ricoh in its sole discretion Title: may desire, without any duty to account to Customer. (R~ 18. ENTIRE AGREEMENT; SEVERABILITY; WAIVERS. This Lease Agreement and /?cite: I I i I S:LALLSHAREIAgreementslEquipment Leasing=091U.S. Communities Lease Terms and Conditions MFPs and Copiers-City of Denton.doc - LEASE ORDER AGREEMENT DATE: 1/04/10 RICOH U.S. Communities Contract Number: 58795 ' `fr,.,Yz^`-~`e i..~•y, f. ,.r e~•~~a~~,«3 ,r_,n~ y>~ z"q- r-~ 11 ".o-f ~ ..v~7-o ~~s-as~.s'`'..: ~ " ~.:?F~+'~rr~~~Y ~~rr_~:,~,~ _ `s~-• «fi-- •at ~ fir y~~'~- ~ 4~~ . -,s~~'~` "z+'E.`~ l,.l I :#Y~O~ '`v,°.s`~.='``~' cci'j% 1~ =s~'~~t~ x`f ~v~'-. c~"`. '{•'p-~i ~ .~t<r'~' ' r v f r ~ r,~" s .i^,s' -..1 ' - :r-..'.e'~Y~ ~'~a~..i~`~~;:ra~'u~3z~:t?.r~*.'3"-.max ti~~+x+^S r`•a..3~~~ .a.-: ~:~.va'?=~?+-a~iti. r:+`i'.av'~a... a.c._ ~M+~•.'i'...:?\~i s c:~sshh:.~_ s... rs~.'.-.a c~:.c' :w`S. o x.:._ Account Number: Account Number: Sales Rep Name: Dwight Newby/ / 21474 Sales Rep Name: Dwight Newby / 21474 Installer: 50 / RBS Coppell Order Taker: 50 /RBS Coppell Address: City-of Denton Purchasing Address: City of Denton Accounting Address: 901-B Texas St. St/Zip: TX / 76209 Address: 215 E. McKinney SUZip: TX / 76201 City: Denton County: Denton City: Denton County: Denton Contact: Tom Shaw Contact: Accounts Payable Phone/Fax: 940-349-8129 Phone/Fax: email: tom.shaw ci ofdenton.com email: ;:<=y','r ti -:may'. ~r• =s'.~•...- .Z~vy_~_ .:n~..~E:z,-~" r3 43 W~ .:tee- r-r-~+. r= V' W glB .~-°~,01 _x ~.ILLINGI.NFQRMAION y-WS 110 NSC CONTRACT # BILLING PREFERENCE MAINTENANCE BILLED BY []SEPARATELY ❑ SUMMARY ❑ Dealer/Branch ® Ricoh ❑ Leasing Co BILL START DATE PO # PO LIMIT PO EXPIRE DATE ='yk~`- _ °~J'- ~ ='ye't' ~ .7e-r.: ~'i N~"7. :M-*-.,. ~ ~ ~:"`5"• .Y';~a.~,.. Ltrar.•. ~ y....., a • _ r _ "~.Y ~=~,^'r _ -:k.. :.J = zw ? ~ '4'_."". uri. ~ ~ 4*~ .S~' ~ :~y ~ ~h - n l,ry § s ~ r, 3.,,. -?,y ~ ~ SERV~ICE,~iNF®RMAkT1ON~~' ~ y ~ : ,~t " rc, 1. ; _ ~~~~"~~~-~a.~,~.,rs~:s-,;,.•z.,x„~'~F,~cn~'~~w'_.~azYx~-~~:.5x~;~s~..Ku~e~,s~-~..~.~~~~~~":~r`_`~~~~z~~~~?~?}~~..~'`~r.z"L .`~y~.. METER COLLECTION METHOD SERVICE TERM ❑ Auto Fax Remote 36 Months @ ❑ Dealer/Brarich MTR FREQUENCY BILL FREQUENCY ® Ricoh Direct []Customer Provides ® Call Customer Monthly Quarterly All Payments arc cxclusivc of sales and use tax Tax )xcmpt ❑ No ® Ycs (Attach 1xcmpt Ccrtifcatc by Statc) Tease Term: ❑ 12 Month ❑ 24 Month ❑X 36 Month L 48 Month ❑ 60 Month ❑ Other Payments Due: ® Monthly ❑ Other Purchase Option: © FMV ❑ 10% ❑ 51.00 (Do not leave blank. Appropriate box must be checked) PLE4SE USE SUPPLEMENTAL ORDER ACREEME.NT FOR ADDITIONAL UNITS FULL MAINTENANCE PROD ID DESCRIPTION QTY UNIT EXT. []Monthly []Annual Quarterly PRICE Maintenance Copy CPC )Over CPC Payment Allowance Allowance) Coin Op Interface 3 20.00 60.00 414376 MP 4000 2 199.52 399.04 .0070 413570 MP 2000 SPF 1 69.40 69.40 .0070 414399 MP 3350SP 3 186.52 559.53 .0070 MESSAGE SALES SUB TOTAL SERVICE SUB TOTAL TBD SUB TOTAL TAXES ORDER TOTAL AMOUNT DUE 6,186.19 Exempt 222,702.84 d ~ssth e~ . -xaster,.F~'" ' d- : *•.r'a--~- :t~r?x-r•'`. ` t^': ~?`=r'G~S :ay+'iccy7~ _ . f,ra-."~~'-~ v_.~~~ ^2-, _ . ,r• ~ t,~c=>, r:. _ r> 3yc, t~ ;e 'L"sseea reestto a i termsandcondrbonsYcanta~ne) ease,<A reernentfand>~n'anattachmentstto th Barrie RICE c s" 9 ~ 9 _ Y of whi h are mcludedEb. reference. Y'~=`L'3~; r'~,n~_ tr! r i5;~•~' v 'h:- o-'sCft':,Y.,ny~s.~5,-,v. may, s. y~,~y_py~ :r. -."K r.S•~u'~, •-~.S.Tf _ o}., r ,4xrT: ~ ,t~;' t- ~fi'`.~.M, ++Y•,-?E~ . ~..ivkF=; 5?.'.,~a:a~d "',F'a~•a,••st-3';'<4 ,~?•_+~•i~Sy"",°-~.,-~h+ _ SwFi-~t'Yvn''"'wc~2e.>isf7-,.r`r,-o!"'~iy~r~a°..a`iyy>~.~:r~ti.,w r`.y'~-,•• :andte_,cotne:part,,of~this,Lease. You~acknowle_d/,eito have readand=a ree~to h.e;terr~s<and°eondit~onsandunderstand". hatnth~s~~s-a>noii-cancelable~Ce sej :t e~_ '`ase~_~S1.K .-..r~..;µ,~7s?~s~iE s:'?~-vWtl:~f+ '`"`,d.'•` ~.?~yk.,'^r~+~ ,(tlo.a*irhi<?~~.,°{t"'~9.ti.r._ s ,•~i~.. 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LESSEE: 017-1/ OF l EWj 0 A,/ RICOH AMERICAS CORPORATION By: By: (Please Print) (Please Print) Signature: Signature: Title: L71 filr¢ ± ' Title: i S:\ALLSHAREk.,kgreements\Equipment Leasing\20091U.S. Communities Lease Terms and Conditions lviFPs and Copiers-City ofDenton.doc 4 RICOH LEASE SUPPLEMENTAL DATE: 1104/10 EQUIPMENT ORDER U.S. Communities AG R E E M N ET Contract Number 58795 .~~~i a~5%ws.>~a~~=":h' _~,;'.~<~'~s-Y`'`~'s~7 ~ `d'~"2a%- _ •~r. •~~`s~H •_•z, ft+'r.•~"',"~ . : y,~y~4;S . zxy :s_ u, x- ~z.:.-_ FULL MAINTENANCE PROD ID DESCRIPTION QTY UNIT EXT. ❑Monthiy OAnnual ®Quarterly PRICE Maintenance Copy CPC (Over CPC Payment Allowance Allowance) 413606 MP 1600 2 34.53 69.06 TBD N/A N/A .0070 413569 MP 2000 15 42.59 638.85 TBD N/A N/A .0070 413570 MP 2000SPF 1 70.30 70.30 TBD N/A N/A .0070 414396 MP 3350B 5 105.54 527.70 TBD N/A N/A .0070 414399 MP 3350SP 2 127.98 255.96 TBD N/A N/A .0070 414399 MP 3350SP 1 156.61 156.61 TBD N/A N/A .0070 414399 MP 3350SP 3 179.05 537.15 TBD N/A N/A .0070 414374 MP 40008 1 121.09 121.09 TBD N/A N/A .0070 414376 MP 4000SP 2 206.98 413.96 TBD N/A N/A .0070 414375 MP 5000B 1 152.00 152.00 TBD N/A N/A .0070 414378 MP 5000SP 2 235.99 471.98 TBD N/A N/A .0070 414340 MP 6000SP 1 344.38 344.38 TBD N/A N/A .0070 414847 MP 171 1 44.39 44.39 TBD N/A N/A .0070 413570 MP 2000SPF 1 58.4 58.41 TBD N/A N/A .0070 414378 MP 5000SP 1 228.53 228.53 TBD N/A N/A .0070 414396 MP 3350B 1 98.1 98.17 TBD N/A N/A .0070 414399 MP 3350SP 3 89.17 267.51 TBD N/A N/A .0070 413569 MP2000 1 89.17 89.17 TBD N/A N/A .0070 414399 MP 3350 1 96.63 96.63 TBD N/A N/A .0070 413569 MP 2000 1 50.05 50.05 TBD N/A N/A .0070 414399 MP 3350SP 3 135.44 406.32 TBD N/A N/A .0070 MESSAGE SALES SUB TOTAL SERVICE SUB TOTAL 36 Month FMV Lease 6,186.19 Cost Per Co SUB TOTAL TAXES ORDER TOTAL AMOUNT DUE 6,186.19 exempt 222,702.84 - _.f»i'?ttn°!~~~----,r.TTK ^-7:.'c,,; ::";:?~'7r`'~Y-~f"e':r-'•--r .~>',-iac:', ,~..y..,ry;~ .____~..7,agisctr-4. - - ---''a+' y-M' a'f~% In at ortlanc. w~#h ttie~' tco.FF tees ectfed?above 6ustom'eta rees,to, urchasean Ricoh Pimen`cas>C:orpocation Aa feestonsell:and rovide.Rieoh x 4:E ut - ; e~it,andto--~A.ccessories~Su . ' 1.tesr~FuIJ~NJaintenance,astlescnbebove~„'ursuant~:tQxth :,terms: anal=co~dltto.ns:oft e~ lcoft{~. aster~Q' Teement~~¢ '.e~~'~rapp;:~•~:.~a:.::~~"k::a?'.'s1.:~st2-=~.mt+~rL~et`~'-."7:: a.pp ~:aF,h..~v.-.~~.z~vr..-s:A:r-:.p..*_~v~xatss-"...zm~~~eax~.=::.+s.~ x~<u5~.irz}#F'.,.Y,.:~S:».'~.3rarc+.rx3-~-!z~.:,~'.:.m::~:.-.«•'i~~'-±as..bh's+r_w.ri~-r..G~ ~-vks~av~k::>::f:..:*s:dh.:.~kS=;u't~vl~..K r.A..~.x~.... I CUSTOMER RICOH AlS C O I N By: I)EAZROAZ Signature: (Please Print) Signature: l- Si cnatur 1001- (Acepted for R' Title: ' I Title: XClC,- t Date: 117L12-oto Date: I S:%ALLSHARE\-4Sreements\Equipment Leasing\2009W.S. Communities Lease Terms and Conditions MFPs and Copiers-City of Denton.doc 5 ! . .7 i i