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IT08-165 - Other - Associated Business Systems (ABS) - Added MP 2550 SP System Lease Agreement - 04/15/2009
e c o r d s MareIg eme KENO Document WASMINCTOM ' CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: R!Co t4 - AS S Vendor Number: JD Edwards Number .y Contract Number: 1 C)f- / This is assigned by City Clerk's Office Project Name: co ref erz FL ceT" Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment [ "Contract ❑ Other:Contract Effective Date: Termination Date: q(/ 21/2a/3 Contract Renewal Notice (Days): /✓�/q Number of days required notice for termination or renewal or amendment Contract Manager: ►� �- Dyiv^l Department: TeC,4,o0e0G-y Detail: (i.e. address, location, parcel number, tax id, etc.): �r�Se R67zcer-+ e.�-r- �02 ems✓ co��e� r¢'T F�F� G s'Tj9Tin N / c� S Public\RecordsManagement\Forms\ContractCover\adcc7832 1 11/08 Portland- Salem - Eugene - Roseburg 4 Associated Seattle - Tacoma - Klamath Falls Grants Pass-Medford- Bend- Spokane Fanatical About Service reA/07 MAINTENANCE AGREEMENT Customer PO# ABS Customer# CustomerCustomer Bill To. City of Kent-IT Dept Copier Division City of Kent-Fire Station #78 Customer Name Customer Name 220 4th Avenue, 2nd Floor 17820 SE 256th Street Street Address Street Address Kent WA 98032 Covington WA 98042 City State Zip City State Zip 253-856-4611 253-8564266 Phone Fax Phone Fax Paul Dunn Service Desk Customer Contact Customer Contact Email Address Email Address Maintenance Agreement Coverage: For an annual, quarterly or monthly base charge plus overage charge, if any,ABS'factory trained personnel will render service on the below listed equipment during regular business hours in accordance with the terms and conditions set forth on the front and reverse side of this Agreement 2 MODEL SERIAL NUMBER Service ID Start Meter Image Base Charge Overage Charge Allowance (Per Image) Ricoh 2550 SPF Install 0 $ - $ 0.00850 Color Meter Allowance Comments. State Contact Pricing 3 Base Charge and Overage Billing Cycle: Agreement Term: Consurnables Coverage: Base Billing-Select One Option Overage Billing in Arrears Temr-Select One Option Select All that Apply C Quarterly Base Billing Select One Option ao 60 Months G BLACK Toner Inclusive Coverage t'e Nbnthly Base Billing r Quarterly C 48 Months t BLACKToner NON- Inclusive Coverage * Annual Base Billing �` Monthly C 39 Months r COLOR Toner Inclusive Coverage C 36 Months (o COLOR Toner NON-Inclusive Coverage h" Other r Other C Other G Drum Inclusive Coverage Customer Agrees to pay an additional$19 95 per month per machine for initial Network Install an �+ NON-Drum InclusNe Coverage un lmtted IT Sernce Labor IT Service Labor covers on-site and phone support for the equlpmen covered under this Agreement IT Service Labor and Network Installs are conducted in amordan with the Terms and Conditions set forth in this Agreement and stated herein and on the reverse side hereof Agreement Start Date ❑ Customer agrees to pay$39 95 per month for n Customer agrees to pay for automated mete @Remote`'"automatic meter collection services Up co eclon services per device $0 99 per device Install to 100 device meters collected at no additional fee will be charged per billing cycle Agreed total Month/Day/Year number of device meters to be collected Agreed total f 4 This Maintenance Agreement is non-refundable,non-transferable and non-cancelable l This Agreement shall not be effective unless signed by customer and Associated Business System's Contract Management ustom r Acc tarlCe: Wade Railey Bellevue 41I d ABS Sales Representative Branch Signature Date M I CA TCAJ Accepted By ABS Contract Management Date Printed Name I have read and undehstend our obligation under the temp and conditions stated herein and on the Phone 503-244-48001600-567-4307 Fax 503244-101 6 1 677-50,5-02ae reverse side hereof as the only agreement pertaining to the equipment hereunder No otherAgreemems www associatedbu siness com apply union expressly noted on the face of this Agreement or In other contracts specified MAINTENANCE AGREEMENT rev9107 Terms and Conditions 1 GENERAL SCOPE OF CovsR ois: This Agreement covers for adjustments,repair and 10 TERM. This Agreement becomes effective upon the date indicated in the"Agreement Start replacements of parts as required by normal use of the equipment,subject to the exceptions in and Date"space thereon,and shall continue for the period as specified on the face of this Agreement in accordance with these terms and conditions This Agreement does not cover charges for Unless Customer furnishes ABS with thirty(30)days advance written notification of their desire to installation of equipment or de-installation of equipment if It is moved Damage to the equipment cancel this Agreement it will automatically renewed for a period of one year once the specified term or its parts arising out of or caused by misuse,abuse,negligence,attachment of unauthorized has been exceeded components, accessories or pans, use of substandard paper or substandard supplies or other causes beyond the control of ABS are not covered by this Agreement and may subject Customer 11 EVENT or DEPAMT AND TERMINATION• The occurrence ofthe£ollowuig shall constitute m to a surcharge or to cancellation of this Agreement In addition, ABS may terminate the Event of Default The customer fads to pay any portion ofthe charges for maintenance o£pms,as Agreement rf the equipment Is modified,damaged,altered or serviced by personnel other than the provided under the Agreement when due,or Customer falls to duly perform any covenant,condition ABS Authorized Personnel, or of parts, accessories or components not meeting machine of Lmtahon of this Agreement Upon the Event of Default,ABS may, (u)refuse to,crvse the specifications are fitted to the equipment This Agreement does not cover charges for repairs to equipment,(it)furnish service on C O D "Per Call"basis based upon published rates in effect at the print controllers or repairs due to Customer or third party modificatio-is to software or hardware tome of service,(ur)terminate this Agreement Within 6D days ofthe expiration or termination ofthis Agreement,ABS shall submit to Customer an itemized invoice for any fees of expenses,including 2 SERVICE CALLS Service calls under this Agreement will be made during normal business any Per Call fees,theretofore accrued under this Agreement Except as otherwise provided herein hours,8 a in to 5 p in Monday through Friday,at the installation address shown on the reverse Customer,upon payment of accrued amount so imon:ed,shall thereafter have no further liability or side of this Agreement Travel and labor time for service calls after normal business hours,on obligation to ABS whatsoever for any further fees or expenses wising hereunder In the event ABS _ weekends and on holidays,of and when available,wAI be charged at the published overtime rates terminates the Agreement because of the breach of Customer,ABS shall be entitled to payment for in effect at the time the senate call is made ABS Representatives will not handle,disconnect or work in progress plus reimbursements for out of pocket expenses repair nnauthonzed attachments or components,Customer is responsible for disconnecting and reconnecting unauthorized attachments or components Customer hereby indemnifies and holds 12 INDEMNITY. Customer shall indemnify,save and hold ABS,it's affiliates,officers,directors, ABS and its Representatives harmless for claims for damages to an) unauthorized parts, shareholders, employees,agents and representatives and their successors and assigns them(ABS components or accessories resulting from service performed on ABS equipment Labor performed Parties)harmless from and against any Lability,loss,cost,expense or damage whatsoever caused by during a service call ncludes lubrication and cleaning ofthe equipmert and the adjustment,repair reason of any breach of this Agreement by Customer or by reason of any injury whether to body, or replacement o£parts described below property,business,character or reputation sustained by ABS Parties or to any other person by reason of any act,neglect,omission or default by Customer Customer shall defend any action to which this 3 UNLESICI I T SERvicE LABOR IF THie curd AL SERVICE HAS BEEN SELECTED AND indemnity shell apply In the ell ant Customer falls to defend such action ABS may do so and recover PAID FOR BY THE CUSTOMER IT N'CLUDES,All network labor directly related to the equipment from Customer in addition,all costs and expenses including attorney's fees in connection therewith lusted on this agreement "IT Services Labor" shall be defined as the following relating to ABS shall be entitled to recover f out Customer all costs and expenses,including,without limitation, Scanning Printing, or other networked functions of the equipment Basin meal network attorney's fees and disbursements,incurred by ABS in connection with actions taken by ABS or it's installation (if not included in purchasolease of equipment listed above), installing/updating representatives (I) to enforce any provision of this Agreement, (II) to affect any payments or drivers,adding new workstaBons for networked functions,re-Instal ing network connections if collections provided for herein,(III)to institute,maintain,preserve,enforce and foreclose on ABS' customer's network fails,troubleshooting as it relates to errors caused by the equipment(not the security interest in or lien on the goods,whether through judicial proceedings or otherwise or(IV)be customer's network) Services will only be enlisted after an ABS equipment technician defend or prosecute any proceedings arising out of or relating to any ABS transactions with determines that a network issue,not the machine itself,causes the error Any services performed Customer The foregoing provisions of this Paragraph 11 shall survive the termination or expiration outside ofthe l.mits of the definitions above(ex network consulting not related to the equipment ofthrs Agreement above)will be chargeable to the customer at a rate of$99/hour This Optional I T Service is only available for Agreements with a term that is 36 months or greater 13 FULL AGREEMENT. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supercedes all prior agreements, understandings, 4 REPAIR AND REPLACEMENT of PARTS All parts necessary to the operation of the negotiations and discussions, whether oral or wntam, of the parties, and may not be added to, equipment,due to normal wear and tear,with the exception ofthe pans listed below and subject modified,supplemented or waived many way except in writing signed by both parties(other than to the general scope of coverage,will be fumrshed free of charge timings service call included in pricing changes provided for herem) the maintenance se—oce provided b)this Agreement Exceptions are Photoconductors(I a copy drums unless the copier or fax is covered by a Full Coverage Ma menance Agreement)unless 14 SUCCESSORS AN➢ASSIGNS,TERMPlArlom This Agreement shall be binding on the panes otherwise stated in thus Agreement ABS reserves the right to charge for parts,freight,handling hereto, their heirs, successors, and assigns However, Customer may not assign this Agreement and fuel without the consent of ABS 5 RECONmTIONDVG: Rebuilding or major overhauls are not covered by this Agreement In 15 SEPARABILITY OF PROVISIONS Each provision of this Agreement shall be considered addition,when in its sole discretion ABS determines that a reconditioning is necessary,as a result separable,and,if for any reason any provision that is not essential to the effectuation of the basin of expected wear and tear of materials and age factors caused by normal office environment purposes of this Agreement s determined to be invalid and contrary to any existing or future law, usage,in order to keep the equipment in working condmon,ABS will submit to the Customer an such invalidity shall not impair the operation of or affect those provisions of this Agreement that are estimate of needed repairs and their cost which will be in addition to the charge pavable under valid this Agreement If the Customer does not authorize such reconditioning ABS ma} discontinue service of the equipment under this Agreement(refunding the unused portion of the maintenance 16 COUNTERPARTS AN➢FACS➢ULE SIGNATURES This Agreement may be executed in several charge) or may refuse to renew this Agreement upon its expiration Thereafter, the ABS counterparts, each of which shall be deemed to be an original and all of which together shall Representative may make service available on a"Per Call"basis based upon published rates in constitute one Agreement binding on all parties hereto,notwithstanding that all the parties have not effect at the time of service signed the same counterpart A faxed signature of this Agreement bearing authorized signatures may be treated as an original 6 USE of ABS SUPPLIES If the Customer uses other than ABS supplies and if such supplies are defective or unacceptable for uses in ABS machines and cause abnormal]) frequent service 17 WAIVER OF JURY TRIAL ALL PARTIES HERETO HEREBY IRREVOCABLY calls or service problems, then ABS may, at its option, assess a surcharge or terminate this WANE(a)THE RIGHT TO TRIAL BY JURY,AND(b)THE RIGHT TO INTERPOSE ANY Agreement In this event,the Customer may be offered service on a"Per Call"basis based upon AND ALL COUNTERCLAIMS IN ANY ACTION,PROCEEDING OR CLAM ARISING OUT published rates It is not a condition of this Agreement,however,that the Customer use only ABS OF OR PERTAINING TO THIS AGREEMENT authorized supplies 18 JuwsDlerioN All panes hereby consent and voluntarily submit to personal jurisdiction in 7 SUPPLY INcLWivit Con Crs.If Supplies are included in the service provided under this the State of Oregon and in the courts in such State located in Washington County many proceeding Agreement, ABS will supply black toner, ink and developer, unless otherwise stated in this ansing out of or relating to this Agreement Agreement to the Customer based upon normal yields The Agreement does not include consumable supply items such as paper and staples All normal print yields are predicated on an 19 Hold Harmless- In no event shall ABS be liable for any damages whatsoever, including "8'/a x 11"sheet with 5%text coverage If the Customer s usage of supplies exceeds the normal without limitation,special,incidental,consequential,or indirect damages for personal injury,loss of yields for the equipment being serviced,ABS will invoice and the Customer agrees to pay,for the business profits,business interruption,loss of business information wising out of or inability to use excess supplies at ABS'current retail prices then in effect ABS reserves the right to charge for this product ABS is not liable for any claim made by a thud party or made by you for a third party Supplies,freight,handling and fuel The Customer acknowledges that the senate coverage is such that the equipment may continue to provide copies but not funct on M a printer The Customer shall be liable for these types of repairs 8 ELECTRICAL. In order to insure optimum performance by the ABS equipment, it is unless covered by a network connectivity maintenance agreement Specifically,this Agreement is mandatory that specific models be plugged into a dedicated line and they must comply with applicable to print volume only senates and excludes help desk support,network support,software manufacturer electrical specifications These power standards are required by UL and/or local application support and any other connectivity,support services Safety regulations 20 FORCE MA.IELRE'ABS shall not be liable to Customer for any failure or delay caused by 9 CHARGES The initial non-refundable charge for maintenance under this Agreement shall events beyond ABS'cannot,including without limitation,Customer's failure to furnish necessary be the amount set forth on the reverse side of this Agreement ABS reserves the right to increase information,sabotage,failure or delays in transportation or communication,boycotts,embargoes, the Base Charge and Overage Charge of this agreement upon renewal or annually for a mule-year failures or substitutions of equipment, labor draputes, accidents, shortages of labor, fuel, raw agreement Customer shall pay all charges within 10 days of invoicing If a collection matter materials,machinery,or equipment,technical failures,fire,storm,flood,earthquake,explosion,acts occurs, customer agrees to pay court costs and any reasonable attorneys fees :merest will be of the public enemy,war,insurrection,not,public disorder,epidemic,quarantine restrictions,acts of charged at l%%per month after thirty(30)days on any unpaid balance ABS reserves the right God,ads of any government or any quasi-govemmental authority,Instrumentally or agency to withhold senate or cancel this Agreement if a customer's account is over sixty ;60) days delinquent If equipment is moved to a new ABS service te•ritory,ABS shall time the option to 21 NO WARRANTY ABS DISCLAIMS ALL WARRANTIES,EXPRESSED OR IMPLIED, charge,and the Customer awees to pay the difference in published maintenance charges between INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TECHNICAL the current terrAory and the new territory(on a pro-rate basis) If equipment is moved beyond COMPATABILITY, FITNESS FOR USE, OR FITNESS FOR A PARTICULAR PURPOSE ABS's senate terntory,ABS reserves the right to meet or the Customer agrees to pay a fair and CUSTOMER AGREES THAT ABS IS NOT RESPONSIBLE FOR DIRECT,INCIDENTAL OR reasonable up-charge for continued service,taking into account the distance to Customer's new CONSEQUENTLAL DAMAGES INCLUDING,BUT NOT LIMITED TO,THE LOSS OF USE OF location and the published rates of ABS for service on a'Par Call"basis ABS reserves the right THE EQUIPMENT to charge for shipping,fre wit,handling and fuel ABS reserves the right to charge for scans annually at a rate of$0 0025 per scan 22 INSIRANcE Customer shall obtain and maintain,at it's own expense,insurance relating to claims for injury and/or property damage(including commercial general liability insurance)based on its use of the equipment,goods and machinery ABSMUNICIPAL LEASE APPLICATION NO CONTRACT NO PURCHASE AGREEMENT This document is written in"Plain English". The words you and your refer to the customer The words Lessor,we, us and our refer to ABS Finance Every attempt has been made to eliminate confusing language and create a simple,easy-to-read document CUSTOMER • - • FULL LEGAL NAME STREETADDRESS Kent City of 220 4th Avenue (Bill to* - IT Dpmt-Copier Division, 2nd FL CITY STATE ZIP PHONE FAX Kent WA 98032 253-856-4611 FEDERAL TAX I D S _ - - E-MAIL ADDRESS - - ITEM DESCRIPTION MODELNO. SERIAL NO. Ricoh MP 2550 SPF System MP 2550 SPF ❑See the attached Schedule"A" ❑See the attached Pool Billing Schedule ❑ See the attached Grouped Pool Billing Schedule AMOUNTLEASE TERMS LEASE PAYMENT ► •• Term in Months 48 Payments of$ $111 61 48 (Plus Applicable Taxes $ 0 coos Lease Payment Period is Monthly Unless Otherwise Indicated (Plus Applicable Taxes) THIS IS A NONCANCELABLE if IRREVOCABLE AGREEMENT,THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED. TERMS AND CONDITIONS We hereby rent to You the personal property(the"Equipment')descr Ded ab"e,on any attached Exhibit A,or nary subsequent schedules Hh an may rereinafter Le made apart hereof upon the following terms and conditions 1 TERM AND RENT The tens of,and the rental amount P Rental Amount)due under this Municipal Lease Purchase Agreement("Agreement')shall begin on the Acceptance Da•e noted below or as specified on an attached Property Acceptance Certificate(Exhibit C)and,continue for the term set above unless earlier terminated per paragraph 18 and end on the date all payments on Exhibit B,or In any subsequent schedules which may hereafter be made apart hereof,have been made This Agreement will be deemed automatically renewed by You each year(Your fiscal year)unless earlier terminated by You due to non-appropnabon as provided in Paragraph 19 herein The Rental Amount Includes specified amounts of principal and interest due on a specific date Upon full payment by You of the entire Rental Amount including Interest due on this Agreement,the security interest held by Us and Our successors or assigns shall be released If any payment(or portion thereof)is not paid when due,it will incur a monthly late charge of 1 5%of the payment amount ar the maximum amount permitted by law,whichever is less You covenant to pay all Rental Amounts when due,and to perform all other covenants contained in this Agreement Rental payment obligations are absolute and unconditional and are not subject to cancellation,reduction,setoff or counterclaim except as provided in Paragraph 18 herein 2 COVENANTS OF LESSEE You warrant and represent as follows (a)You are a body politic and have statutory authority to enter into this transaction and carry out its obligations,(b)You have authorized the execution of this Agreement by Your appropriate officials,(c)You have,in accordance with the requirements of law,fully budgeted and appropnated sufficient unexhausted and unencumbered funds for the current budget year and to meet Your otner obligatons under this Rental for the current budget year,and those funds have not been expended for other purposes, (d)the Equipment is essenbal to Your proper,efficient,economic and continuing operation and will be used for Your general business,(a)You have never failed to appropriate or otherwise make available funds sufficient to pay rental or other payments coming due under any rental purchase,installment sale or other similar agreement,(f)You warrant this Rental as a'bank qualified tax-exempt obligation"as defined in Section 265(b)(3)(B)of the Internal Revenue Code and represent thatthe aggregate face amount of all tax-exempt obligations(excluding private activity bonds other than quelled 501(0)(3)bonds)issued or to be issued by You and Your subordinated entities dunng the calendar year in which We fund this Rental is not reasonably expected to exceed$10,000,000,and(g)You and all of Your ubord n to entities vn11 not issue in excess of$10,000,000 of qualified tax exempt obligations(including this Rental but exciudmg private actwity bonds other than qualified 501(C)(3)bonds)dunng the calendar year in which We fund th ental without first obtaining an option of national recognized counsel in the area of tax-exempt municipal obligations acceptable to Us that the designation of this Rental as a"bank qualified tax-exempt obligation"will not be ve lyaffected /V�.Your Initials (Conbnued on the reverse side) LESSOR ACCEPTANCE ABS Finance DATED LESSOR SIGNATURE TITLE CUSTOMER glts ©q kv UVP vlegT �T dt c�o2 DATED CUSTOMER SIGNATURE TITLE IiiA tV-4E tN PRINT NAME X DATED CUSTOMER SIGNATURE TITLE PRINT NAME ACCEPTANCE OF You carl that all the equipment listed above has been furnished,that delivery and Installation has been fully completed and satisfactory Further,all conditions and terms of this Agreement have been reviewed and acknowledged Upon your signing below,your promises herein will be irrevocable and unconditional In all respects excepthas provided herein Your approval as indicated below is a condition precedent to the effectiveness of this Agreement eer DATE OF DELIVERY CUSTOMER SIGNATURE TITLE 3 TITLE Title to the Equipment shell pass to You upon acceptance of delivery conditioned upon Your complete and full performance of Your undertalangs as provided in this Agreement and also conditional upon full payment by You of the entire Lease Amount including interest due on th,s Agreement Upon Your full performance,we will release Our interest in the equipment for the nominal price of$1 OD 4 EQUIPMENT INSPECTION,LIENS,PERSONAL PROPERTY and TITLE You have fully inspected and acknowledged that the Equipment is in good condition and repair,and that You are satisfied with and have accepted the Equipment in such condition You will not create or assume any mortgage,pledge,lien,encumbrance or claim on the Equipment,and will,at Your own expense,discharge any such claim The Equipment is,and will at all times during the Agreement Term remain,personal property Tells to the Equipment has been conveyed to You during the lease term in return for periodic payments,subject to the terms and conditions herein 5 SECURITY INTEREST To secure payments and observance by You of the covenants expressed or implied harem,You grant a security interest in and a lien on the equipment to Us,our successors and assigns 6 USE AND MAINTENANCE You will use the Equipment in a careful and proper manner,in compliance with all applicable laws and regulations Equipment Is to be used by You exclusively and not subleased, loaned or otherwise used by entitles other than You At Your sole expense and cost,You will maintain the Equipment in good repair,condition and working order and in compliance with manufacturer's suggested maintenance and so as to maintain manufacturers and la supplier's warranties 7 DAMAGE OR DESTRUCTION OF EQUIPMENT You hereby assume and bear the entire nsk of loss of and damage to the Equipment,whether or not insured from any and every cause whatsoever No lose or damage to the Equipment or any part thereof shall impair any of Your obligation under this Agreement,which shall continue in full force and effect If the Equipment is partially lost,stolen,damaged or destroyed, You will promptly repair and restore it'o working order If net insurance proceeds(including proceeds of self-Insurance)are not sufficient to pay for repairs,You will nevertheless complete the work and pay the costs You are not entitled to reimbursement or to any reduction of the payments or other amounts payable pursuant this Agreement If the Equipment is totally lost,stolen,damaged or destroyed,You shall pay to Us or Our assignee a sum equal to the applicable remaining"Principal Balance'plus Interest as stated on Exhibit B,if paid later than as regularly scheduled 8.DISCLAIMER OF WARRANTIES WE MAKE NO WARRANTY EXPRESS OR IMPLIED,INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT IS MERCHANTABLE YOU AGREE THAT YOU HAVE SELECTED THE SUPPLIER AND EACH ITEM OF EQUIPMENT BASED UPON YOUR JUDGEMENT AND DISCLAIM ANY RELIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY US OR ANY SUPPLIER. WE DO NOT TAKE RESPONSIBILITY FOR THE INSTALLATION OR PERFORMANCE OF THE EQUIPMENT THE SUPPLIER IS NOT AN AGENT OF OURS AND NOTHING THE SUPPLIER STATES CAN AFFECT YOUR OBLIGATION UNDER THE LEASE YOU WILL CONTINUE TO MAKE ALL PAYMENTS UNDER THIS AGREEMENT REGARDLESS OF ANY CLAIM OR COMPLAINT AGAINST SUPPLIER 9 INSURANCE During the term of this Agreement,You will keep the Equipment insured against all risks of loss or damage in an amount not less than the replacement cost of the Equipment,without deductible and without co-insurance We will be the sole named loss payee on the property insurance We will be named as additional Insured on public liability coverage You will pay all premiums for such insurance and must deliver proof of insurance coverage satisfactory to Us If You do not provide such proof of such insurance before the Agreement commences,You agree that We have the right,but not the obligation,to enroll you in our property damage coverage program and bill You a monthly property damage surcharge of up to 0035 of the total stream of payments to in part cover Our increased administrative costs,credit risk and other costs and on which We may make a profit Nothing in this paragraph will relieve You of the obligation to provide public liability coverage 10 SURRENDER OF EQUIPMENT Upon termination of this Agreement due to default or non-appropriations,You shall return the Equipment to Us in good repair,condition and working order,ordinary wear and tear resulting from proper use thereof alone excepted,and have been maintained in accordance with Paragraph 6 In the event of early termination of this Agreement,You will return the Equipment in a condition that permits Us to be eligible for the manufacturer's or supplier's standard maintenance contract without incurring any expense to repair or rehabilitate such Equipment You will transfer ownership and htle to the Equipment to Us and guarantee and Indemnify clear title You,at your own expense,shall deliver the Equipment to such place as specdled by Us 11 TAX INDEMNIFICATION If You lose Your eligibility for the"Small Issuer Exemption"during the calendar year or this transaction is deemed by any taxing authority not to be tax exempt from federal and/or state income taxation,You agree the Implicit interest rate and corresponding monthly interest payment in Exhibit B will be increased to preserve Our originally anticipated yield 12 TAXES Unless You have provided Us with evidence of an exemption,You agree to pay any license or registration fees,gross receipts,taxes,assessments,charges and sales,use,property,excise and other taxes imposed by any governmental agency upon the Equipment Any fees,taxes or other lawful charges paid by Us or Our assigns for You shall become immediately due from You to Us or Our assignee including any transfer and taxes pursuant to Paragraph 11 13 EVENTS OF DEFAULT The default by You under any term,covenant or condition contained herein which is not cured within ten days after written notice thereof from Us,shall,at Our option,terminate this Agreement and Your right to possession of the Equipment 14 REMEDIES ON DEFAULT Upon termination of this Agreement,We may without notice to or demand upon You,except as stipulated in paragraph 18,pursue one or more of the following remedies(a)Take any necessary or desirable action to collect all payments due under this Agreement,or to enforce performance of any obligation,agreement or covenant of You under this Agreement,including payment of any amounts which You fail to pay(such as insurance premiums,costs or repairs,lazes) We and Our assigns will also be entitled to recover all costs and expanses,including attorney's fees,incurred In connection with the enforcement of any of Our or Our assigns rights or remedies against You (b)To sue for and recover all rents,and other payments,then accrued or thereafter accruing, with respect to any or all items of equipment(c)To take possession of any or all items of equipment,wherever same may be located,without any court order or other process of law You hereby waive any and all damages occasioned by such taking of possession Any said taking of possession shall not constitute a termination of this Agreement as to any or all items of equipment unless We expressly notify You In writing(d)To terminate th-s Agreement as to any or all items of equipment(a)To pursue any other remedy at law or in equity Notwithstanding any said repossession,or any other action which We may lake,You shall be and remain liable for the full performance of all obligations on the part of You to be performed under this lease All such remedies are cumulative,and may be exemised concurrently or separately 15 CONCURRENT REMEDIES No right or remedy of Ours is exclusive of any other night or remedy Each is cumulative of every other right or remedy given,or now hereafter existing at law,and may be enforced concurrently separately,or in sequence 16 ASSIGNMENT You agree not to sell,assign,lease,sublease,pledge or allow any hen or encumbrance against any Interest In this Agreement or the Equipment without Our prior written consent,which will be withheld if(1)it would eliminate or decrease Our tax exempt yield a,(2)it would,in Our sole judgment,diminish the prospects for repayment You agree that We may assign,in whole or in part,Our right,title and Interest in this Agreement or the Equipment to one or more third parties and shall be free of all defenses,set-offs or counterclaims of any kind which You may be entitled to assert against Us Any such assignee will have Our rights under the Agreement but not the obligations Any assignee of Us may reassign its interest in this Agreement and/or the Equipment to any other person who,thereupon,shall be deemed to be Our assignee 17 UNIFORM COMMERCIAL CODE You acWrowledge that this Agreement secures a purchase money security interest in such equipment as set forth and enforceable under the Uniform Commercial code,and authonzes Us at Our option to(i)file one or more financing statements signed only by Us,or(i)file a copy of this Agreement with the appropriate state and local authorities at any time as We shall deem necessary to fully protect the security interest herein granted to it by You and charge you a fee of$35 00 You hereby authorize Us as secured party or its agent or assignee to sign and execute on its behalf any and all necessary UCC-1 forms to perfect the purchase money secunty interest herein granted to secured party Any fee charged under this Agreement may include a profit 18 NONAPPROPRIATION You may terminate this Agreement at the and of any fiscal year If the following events shall have occurred (a)In the event funds are not budgeted and appropriated in any fiscal year for Lease Payments due under this Agreement for the succeeding fiscal year,or for the acquisition of services,equipment or functions, which in whole or in part are essentially the same as those being leased hereunder,this Agreement shall impose no obligation on You as to such succeeding fiscal year and shall become null and void except as to the Lease Payments herein agreed upon for which funds will have been appropriated and budgeted,and no right of action or damage shall accrue to Our benefit,Our successors and assigns,for any further payments, (b)If the provisions of Section(a)are utilized by You,You agree to Immediately notify Us or Our assignee of this Agreement that funds are not budgeted and appropriated,and to peaceably surrender possession of the equipment to Us or Our assignee (c)You made all payments due during the fiscal period immediately preceding the fiscal period for which sufficient funds were not appropriated (d)Any early termination due f td-no ppropnabon must be at the end of Your then-current fiscal year I 19 CHOICE OF LAW,JUR IAL ANER This Le I be governed and construed in accordance with the laws of the state where You are located To the extent permitted by law,You agree to waive Your rights to a trial by jury X VAt �� e Pf-WWA DATED CUSTOMER SIGNATURE TITLE 24678-07/09/2008 rcvtl0e A s Portland-Salem -Eugene -Roseburg Seattle - Tacoma -Klamath Falls Service Grants Pass-Medford-Bend-Spokane EQUIPMENT&SUPPLIES ORDER FORM _ City of Kent- IT Department-Copier Division City of Kent-Fire Station#78 220 4th Avenue,2nd Floor 17820 SE 256th Street Kent WA 98032 Kent WA 98042 • CONTACT PHONE`" 'CUSTOMER NO' """""""""^•CONTAC "'""'"` Paul Dunn 1 253-856-4611 • Service Desk 253-856-4266 CUSTOMER •• NUMBERI MOVEMENT NUMBER I SHIP DATE SHIP VIA TERMS DESCRIPTION(INCLUDE SERIAL NO) CITY UNIT PRICE NET AMOUNT Ricoh MP 2550 SPF (Scan, Print, Fax)w/ARDF Doc Feed,Cabinet $ - Delivery and Installation $ - $ - See Lease I $ - $ $ • $ - SUB TOTAL $ - $ DESCRIPTION CITY UNIT PRICE NET AMOUNT $ SUB TOTAL $ TERMS Unless specified cifferently above terms will be (1)Equipment, net receipt of invoice,(2)Supplies,net 30 days Should the TOTAL AMOUNT terms not be met a Financial Charge of 1 5%per month will be added if an agreement to that effect exists,otherwise,the statutory OF ORDER maximum interest rate shall apply $ _ ACCEPTANCE This Agreement is not valid until accepted by the General Manager,Controller,or President of ABS THIS IS A TAXES IF BINDING ORDER,not subject to cancellation This order cannot be changed except in writing by an ABS officer THIS ORDER IS APPLICABLE SUB�I 6 to the terms&conditions agreed to and made apart of the order $ _ CUSTOMER Si TITLE LESS DEPOSIT CK -fT Wade RaileyT I S p 9 ' $ 4/10/2009 ABS Confidential 11:06 AM Associated Business Systems APPLICATION NO CONTRACT NO Exhibit rB" I 1129530 PAYMENTAND"ORTIZ4TION TABLE: Payment# Principal Interest Total Principal Balance O1 74.70 36.91 111.61 4,319 30 02 75.33 36.28 111.61 4,243.96 03 75.96 35.65 111.61 4,168.00 04 76.60 35.01 111.61 4,091.40 05 77.25 34.36 - 111.61 4,014.15 - 06 77.89 33.72 111.61 3,936.26 07 78.55 33.06 111.61 3,857.71 08 79.21 32.40 111.61 3,778.50 09 79 87 31.74 111.61 3,698.63 10 80.54 31.07 111.61 3,619.08 11 81.22 30.39 111.61 3,536.86 12 81.90 29.71 111.61 3,454.96 13 82.59 29.02 111.61 3,372.37 14 83.28 28 33 111.61 3,289.08 15 83.98 27.63 111.61 3,205.10 16 84.69 26.92 111.61 3,120.41 17 85.40 26.21 111.61 3,035.01 18 66.12 25.49 111.61 2,948.89 19 86.84 24 77 111.61 2,862.05 20 87.57 24.04 ill 61 2,774.47 21 88.31 23.30 111 61 2,686.17 22 89.05 22 56 111.61 2,597.12 23 89 80 21 81 111.61 2,507.32 24 90.55 21 06 111.61 2,416.77 25 91.31 20.30 111.61 2,325.46 26 92 08 19.53 111.61 2,233.38 27 92.85 18.76 111.61 2,140.53 28 93 63 17.98 111.61 2,046.90 29 94.42 17.19 111.61 1,952.48 30 95.21 16.40 111.61 1,657.27 31 96.01 15 60 111.61 1,761.26 32 96.82 14.79 111 61 1,664.44 33 97.63 13.98 111.61 1,566.B1 34 98.45 13.16 111.61 1,468.36 35 99.28 12.33 111.61 1,369.09 36 100.11 11.50 111.61 1,268.98 37 100.95 10.66 111.61 1,168.03 38 101.80 9.81 111.61 1,066.23 39 102.65 8.96 111.61 963.57 40 103.52 8.09 111.61 860.05 41 104.39 7.22 111.61 755.67 42 105.26 6.35 111.61 650.40 43 106.15 5.46 111.61 544.26 44 107.04 4.57 111.61 437.22 45 107.94 3.67 111,61 329.28 46 108.84 2.77 111.61 220.44 47 109.76 1.85 111.61 110.68 48 110.68 0.93 111.61 0.00 r I This Exhibit'B"is hereby venSed as w=ct by the undersigned,who acknow dg receipt o a popy Customer Sign- Title yT Dl�-ECT`�t� Customer �/��/ �� �- V� SignatwoX We For, 8038-GC Information Return for Small Tax-Exempt Governmental Bond Issues, Leases, and Installment Sales OMB No.1545-0720 (Rev November 2000) ► Under Internal Revenue Code section 149(e) Department or the Treasury Internal Revenue Service Cautforr If the issue price of the Issue is$700,000 or more,use Form 8038-G Reporting Authority Check box if Amended Return► n 1 Issuer's name 2 Issuer's employer identification number CITY OF KENT S Number and street(or P O box If mail Is not delivered to street address) Room/suite 220 4TH AVENUE SOUTH 4 city,town,or post office,state,and ZIP code 5 Report number KENT,WA 98032 5 6 Name and title of officer or legal representative whom the IRS may call for more information 7 Telephone number of officer or legal representative - ( 253 )856-4611 §%M. mlI Description of Obligations Check if reporting- a sinqle issue ❑ or on a consolidated basis ❑ . 8a Issue price of obligation(s)(see instructions). . . . . . . . . . . . . . . • , • 8a 4394.00 b Issue date(single issue)or calendar year(consolidated)(see instructions)► . . . .............. 9 Amount of the reported obligation(s) on line Ba: a Used to refund prior issue(s) . . . . . . . . . . . . . . . . . . . . 9a b Representing a loan from the proceeds of another tax-exempt obligation (e.g., bond bank) 9b 10 If the Issuer has designated any issue under section 265(b)(3)(B)(i)(Ili) (small issuer exception), check this box . ► ❑ 11 If any obligation is in the form of a lease or Installment sale,check this box . . . . . . . . . . . . . ► ❑ 12 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check this box , . . . . . . . . . . . ►❑ Underl n�ies of perjury, a t it I have examined this return and accompanying schedules and statements,and to the best of my knowledge Sign a dhef, ey are true,c act,an complete Here , (5 fJ ' Pn tt/'E C �f4 R-r* -_JCfr t?Lg] Cyr Issuer s authonzed representative Oate Type or print name and title General Instructions Thus,an issuer may file a separate Form Other Forms That May Be Required 8038-GC for each of a number of small For rebating arbitrage(or paying a penalty on Section references are to the Internal issues and report the remainder of small lieu of arbitrage rebate)to the Federal Revenue Code unless otherwise noted issues issued during the calendar year on one government,use Form 8038-T,Arbitrage Purpose of Form consolidated Form B03B-GC.However,a Rebate and Penalty in Lieu of Arbitrage p separate Form 8038-GC must be filed to give Rebate For private activity bonds,use Form Form 8038-GC is used by the Issuers of the IRS notice of the election to pay a penalty 8038,Information Return for Tax-Exempt tax-exempt governmental obligations to in lieu of arbitrage rebate. private Activity Bond Issues provide the IRS with the Information required When To File by section 149(e)and to monitor the Rounding to Whole Dollars requirements of sections 141 through 150. To file a separate return,file Form 8038-GC You may show the money items on this Who Must File on or before the 15th day of the second return as whole-dollar amounts To do so, calendar month after the close of the drop any amount less than 50 cents and Issuers of tax-exempt governmental calendar quarter in which the issue is issued P 9 increase any amount from 50 to 99 cents to obligations with issue prices of less than To file a consolidated return,file Form the next higher dollar, $100,000 must file Form 6038-GC. 8038-GC on or before February 15th of the Issuers of a tax-exempt governmental calendar year following the year in which the Definitions obligation with an issue price of$100,000 or issue is Issued Obligations.This refers to a single more must file Form 8038-G,Information Late filing.An Issuer may be granted an tax-exempt governmental obligation if Form Return for Tax-Exempt Governmental extension of time to file Form B038-GC under 8038-GC is used for separate reporting or to Obligations Section 3 of Rev Proc.88-10, 1988-1 C B multiple tax-exempt governmental obligations Filing a separate return.Issuers have the 635,if it is determined that the failure to file if the form is used for consolidated reporting option to file a separate Form 8038-GC for on time is not due to willful neglect Type or Tax-exempt obligation This is a bond, any tax-exempt governmental obligation with print at the top of the form, -This Statement Installment purchase agreement,or financial an issue rice of less than$100,000 s Submitted in Accordance with Rev Proc p 88-10"Attach to the Form 8038-GC a letter lease,on which the interest is excluded from An issuer atax-exempt bond used briefly stating why the form was not ncome under section 103. finance construction expenditures must file a submitted to the IRS on time Also indicate Tax-exempt governmental obligation A separate Form 8038-G for each Issue to whether the obligation in question is under tax-exempt obligation that is not a private give notice to the IRS that at an election was examination by the IRS Do not submit copies activity bond(see below) is a tax-exempt made t pay a penalty in Itru instructions)of arbitrage of any bond documents,leases,or Installment governmental obligation This includes a bond . sale documents See Where To File below issued by a qualified volunteer fire ( rebate(see the line 12 instru Filing a consolidated return For all department under section 150(e) tax-exempt governmental obligations with Where To File private activity bond This includes an Issue prices of less than$100,000 that are File Form 8038-13C,and any attachments, obligation issued as part of an issue In which: not reported on a separate Form 8036-13C, with the Internal Revenue Service Center, • More than 10%of the proceeds are to be an issuer must file a consolidated information Ogden, UT 84201 used for any private activity business use, return including all such issues issued within and the calendar year, Cat No 64108E Form 8038-GC (Rev 11-2000) Form 8030-GC(Rev 11.2000) Page 2 • More than 10%of the payment of principal Specific Instructions Lines 9a and 9b For line 9a,enter the or interest of the Issue is either(a)secured amount of the proceeds that will be used to by an Interest in property to be used for a In general,a Form B038-GC must be pay principal,interest,or call premium on arty private business use(or payments for such completed on the basis of available other issue of bonds,including proceeds that property)or(b)to be derived from payments Information and reasonable expectations as will be used to fund an escrow account for for property(or borrowed money)used for a of the date the Issue is issued However, this purpose Both line 9a and 9b may apply private business use forms that are filed on a consolidated basis to a particular obligation For example,report It also Includes a bond,the proceeds of may be completed on the basis of Information on line 9a and 9b obligations used to refund which(a)are to be used to make or finance readily available to the Issuer at the close of prior Issues which represent loans from the loans(other than loans described in section the calendar year to which the form relates, proceeds of another tax-exempt obligation 141(c)(2))to persons other than governmental supplemented by estimates made in good Line 11.Check this box If property other than units and(b)exceeds the lesser of 5%of the faith cash is exchanged for the obligation,e g, proceeds or$5 million acquiring a police car,a fire truck,or Issue Generally,obligations are treated as Part I—Reporting Authority telephone equipment through a series of part of the same Issue only if they are Issued Amended return If this is an amended Form monthly payments (This type of obligation is by the same issuer,on the same date,and as 8038-GC,check the amended return box. sometimes referred to as a"municipal lease") part of a single transaction,or a series of Complete Part I and only those lines of Form Also check this box if real property is directly related transactions However,obligations 8038-GC that are being amended Do not acquired in exchange for an obligation to issued during the same calendar year(a) amend estimated amounts previously make periodic payments of Interest and under a loan agreement under which amounts reported once the actual amounts are principal Do not check this box if the are to be advanced periodically(a determined.(See the Part II Instructions proceeds of the obligation are received in the "draw-down loan')or(b)with a term not below) form of cash,even if the term"lease"is used exceeding 270 days, may be treated as part Line 1.The issuer's name is the name of the in the title of the issue of the same Issue if the obligations are entity issuing the obligations, not the name of Line 12 Check this box if the Issue is a equally and ratably secured under a single the entity receiving the benefit of the construction Issue and an irrevocable election Indenture or loan agreement and are issued financing In the case of a lease or Installment to pay a penalty in lieu of arbitrage rebate under a common financing arrangement(e g, sale,the issuer is the lessee or purchaser has been made on or before the date the under the same official statement periodically Line 2.An issuer that does not have an bonds were issued.The penalty is payable updated to reflect changing factual employer identification number(EIN)should with a Form 8038-T for each 6-month period circumstances) Also,for obligations issued apply for one on Form SS-4 after the date the bonds are issued Do not under a draw-down loan that meets the a ,Application for make any payment of penalty In lieu of rebate Employer Identification Number This form requirements of the preceding sentence, may be obtained at Social Security with Form 8038-GC See Rev Proc 92-22, obligations issued during different calendar 1992-1 C B 736,for rules regarding the years may be treated as part of the same Administration offices or by calling "election document" issue if all of the amounts to be advanced 1-800-TAX-FORM If the EIN has not been under the draw-down loan are reasonably received by the due date for Form 8038-GC, expected to be advanced within 3 years of write"Applied for'In the space for the EIN. Paperwork Reduction Act Notice the date of issue of the first obligation. Line 5.After the preprinted 5,enter two g self-designated numbers Number reports We ask for the informInternal tioneve on this form to Likewise,obli atlons(other than private 9 P activity bonds?issued under a single consecutively during any calendar year(e.g., carry out the Internal Revenue laws of the United States You are required to give us the agreement that is in the form of a lease or 534, 535,etc) information We need It to ensure that you are Installment sale may be treated as part of the same issue if all of the property covered by Part II—Description of complying with these laws that agreement is reasonably expected to be Obligations You are not required to provide the delivered within 3 years of the date of Issue Lin 8 Th I of obli atlons Is Information requested on a form that Is ea. essue rice of the first obligation P 9 subject to the Paperwork Reduction Act Arbitrage rebate Generally, on a generally determined under Regulations unless the form displays a valid OMB control 9 Y section 1 148-1(b) Thus,when issued for number.Books or records relating to a form state or local bond is not tax exempt unless cash,the issue price is the price at which a or its instructions must be retained as long as the issuer of the bond rebates to the United substantial amount of the obligations are sold their contents may become material in the States arbitrage profits earned from investing to the public.To determine the issue price of administration of any Internal Revenue law proceeds of the bond in higher yielding an obligation Issued for property, see Generally,tax returns and return information nonpurpose investments See section 14u(f) sections 1273 and 1274 and the related are confidential, as required by section 6103. Construction issue.This is an issue of regulations, The time needed to complete and file this tax-exempt bonds that meets both of the Line 8b.For a single issue,enter the date of form vanes depending on individual following conditions Issue,generally the date on which the issuer circumstances The estimated average time 1.At least 75%of the available physically exchanges the bonds that are part Is. construction proceeds of the issue are to be of the issue for the underwriter's(or other used for construction expenditures with purchaser's)funds,for a lease or installment Learning about the respect to property to be owned by a sale,enter the date interest starts to accrue law or the form , . , . 1 hr., 58 min. governmental unit or a 501(c)(3)organization, For issues reported on a consolidated basis, preparing the form .3 hr, 3 min, and enter the calendar year during which the 2.AN of the bonds that are part of the issue obligations were issued. Copying,assembling,and are qualified 501(c)(3)bonds,bonds that are sending the form to the IRS 18 min, not private activity bonds,or private activity If you have comments concerning the bonds issued to finance property to be accuracy of these time estimates or owned by a governmental unit or a 501(c)(3) suggestions for making this form simpler,we organization would be happy to hear from you.You can In lieu of rebating any arbitrage that may write to the Tax Forms Committee,Western be owed to the United States,the issuer of a Area Distribution Center, Rancho Cordova, construction issue may make an irrevocable CA 95743-0001 Do not send the form to this election to pay a penalty The penalty is equal address Instead,see Where To File on to 1'h%of the amount of construction page 1 proceeds that do not meet certain spending requirements See section 148(f)(4)(C)and the Instructions for Form 8038-T