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3.8 AGREEMENTS\National Business Equipment—Lease on Replacement Equipment—7-1-19 RESOLUTION AUTHORIZING UPGRADE/REPLACEMENT OF CERTAIN EQUIPMENT COVERED BY LEASE AGREEMENT BETWEEN TOWN OF QUEENSBURY AND NATIONAL BUSINESS EQUIPMENT RESOLUTION NO.: ,2019 INTRODUCED BY: WHO MOVED FOR ITS ADOPTION SECONDED BY: WHEREAS, by Resolution No.: 69.2015, the Queensbury Town Board authorized a Lease Agreement between the Town of Queensbuiy and National Business Equipment for certain equipment/multifunctional devices (printers/copiers/scanners/fax machines), and WHEREAS, by Resolution No.: 467,2018, the Town Board authorized an upgrade and replacement of certain equipment covered by the Lease Agreement with the balance of the equipment to be replaced in the 2"d quarter of 2019, which will allow equipment to be repurposed resulting in reduced printing costs and increased productivity, and WHEREAS, National Business Equipment has accordingly provided its quote for the balance of the equipment to be replaced (three Kyocera Taskalfa replacement devices) as presented at this meeting, NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby approves and authorizes the upgrade and replacement of equipment covered by the Lease Agreement between the Town of Queensbuiy and National Business Equipment in accordance with the quote for three Kyocera Taskalfa replacement devices substantially in the form presented at this meeting, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Supervisor to execute any necessary documentation, including Lease Agreement, and authorizes and directs the Town Supervisor and/or Town Budget Officer to take such other and further action necessary to effectuate the terms of this Resolution. Duly adopted this 1st day of July, 2019, by the following vote: AYES : NOES : ABSENT: AT fol- 505 Bradford St. Albany, NY 12206 Business Equipment Phone 518-724-6455 Fax 518-438-0493 National1927.com Name Customerft Name Customerfl Town of Queensbury Address Address 742 Bay Road Address Address City State Zip City State Zip Queensbury NY 12804 Contact E-mall Contact E-mail Barbara Tierney Phone Check Box If Ship to Is SAME as Bill to Phone Fax 518-761-8240 D � ODMatk RT"O #t AI A RTC u Parks&Recreation Kyocera Taskalfa 8052ci (Suggested Retail Price S45,962) $17,775 Town Clerk Kyocera Taskalfa 7052ci (Suggested Retail PriceS3B,784) $13,750 Town Attorney Kyocera Taskalfa 5002i (Suggested Retail Price S16,550) $9,550 3/ Fax Systems Inc 3/ 4,000 Sheet Finishers Inc 2/ RFID Card Readers Inc 11 3,000 Sheet Large Capacity Tray&1/3 Hole Punch Inc 3/ Connectivity & Trainings Inc 12 Month PaperCut&Upgrade Assurance PEPPM Contractk 527029-139 $1 515 Ci €It" iys Bel O .P lyb t�l+`x iyE—s -g _ Nft ti.hYlf�,.Y pA I 60 Month FMV Lease of$1,222.22 per month DELIVERY Payment includes the purchase of all current leased equipment(with the exception of the Accounting Office)which will be repurposed to SUBTOTAL $42,5 65 other departments within the Town to upgrade equipment at each location TAX N/A Gold Alliance covers all Multifunction printers TOTAL GE AGREE ENT ✓ GOLD ALLIANCE PROGRAM —Priority Service Guaranteed(Covers all parts,labor,travel and supplies except paper and staples) Billed at$ 997.50 per month,includes 25,000 B&W copies per month. Excess at$ 008 per copy. Billed at$ per month,includes 12,000 COLOR copies per month.Excess at$ .065 per copy. STANDARD SERVICE AGREEMENT: Billed at$ per month Covers all parts,labor and travel.Excludes all consumables(toner,lmage units,fusers, stamps,etc.) MAILING SYSTEMS AGREEMENT:Billed at$ per month Covers all parts,labor and travel.Excludes all consumables(ink,stamps,sealant,etc.) O DRAC,6EP�"�PiIW0"„ 0C NATIONAL Authorized Signature Date Customer Authorized Signature Date Print Name of Authorized Signor Purchase Order Sales Gold 4/5/2016 TERMS AND CONDITIONS Purchaser hereby agrees to the follow terms and conditions. s . Th • . 1. This order shall become binding once approved and accepted by National. 2. This order may not be cancelled or altered after acceptance without National's consent. •usine5S t�gwprrneni 3. Seller shall not be liable for failure to deliver or for delays occasioned by causes beyond National's control,including without limitations,strikes,non-delivery or delays by shipper,carriers,or others,accidents or government acts. 4. National shall not be liable for any special,indirect or consequential damages,nor shall National be liable in any event for more than National's invoice price of any equipment or supplies. 5. This is a binding agreement and not a sale on approval or trial basis.Provisions of this agreement,once accepted by National,constitute the entire agreements between purchaser and National and supersede all other written or oral communication between the parties.National is specifically not bound by any oral or written representation made by its employees or salespeople to buyerwhich does not appear herein in writing. 6. All rights,title or interest to the equipment or supplies described herein shall remain the property of National(or its leasing agent)until paid in full. 7. Customer shall pay all Federal,State and Local sales,use,property,excise or other taxes imposed on or with respect to the equipment. 8. All invoices are due and payable with fifteen(15)days from the date of the invoice and buyer agrees to pay interest at a rate of 1.5%per month on any amounts not paid within those fifteen(15)days.All invoices are to be paid by cash or check. 9. Buyer shall pay all of National's cost in collection of any amount due hereunder,in the recovery of any property pursuant hereto or in the enforcement of its rights against buyer,including attorney's fees whether or not suit is brought. 10. Customer shall not assign this agreement or any interest herein without the proper written permission of National. 11. Equipment Environment:Customer shall provide proper electrical service to the Equipment and shall provide an environment that is reasonably free of dust, humidity,hazardous chemicals or erratic temperature changes.Failure to provide a proper Equipment Environment may negate the terms of this Agreement. 12. Pu,ul,a5e,hti LLy jui„tly anJ aevel ally,elease, a Natiundl fruurany atria„.,,claims,Jtn,tlnJ.,,auih,a�eern�rtb,juJgurcnb,Sol,ilitiea, 13. SERVICE AGREEMENT 1. This service agreement is for a period of 1 year and is non-refundable,^a"automartr^Ay ra^a^•a4^t*ha^-4 of t"^^Nr^*C^=^+f^r the-thzne.of-cane.w.al. a. Payment of such invoice shall be deemed an acceptance by the customer of the terms and conditions of the agreement.If payment is not received by National in accordance with payment terms,National at its option,may require a physical inspection of the equipment prior to acceptance,with all costs incurred billed to the customer. 2. Customer will be responsible for supplying meter reads for all equipment not under meter collection software.In the event a timely meter read is not supplied by customer National Business Equipment will utilize an estimated read based on volume history for billing purposes. 3. National agrees to provide maintenance service availability Monday through Friday,excluding holidays,from 8:00AM to 5:00PM and to keep the equipment in good working order while operated in accordance with National's published specifications while the equipment is located in National's area of responsibility. a. Service rendered under this agreement excludes any(a)service.or parts required by damage caused by accident,neglect,misuse,altering the equipment, unfavorable environmental conditions,electric current fluctuations,work performed by other than a representative of National,or any force of nature.(b) service required due to the use of supplies not approved by National.(c)service connected with the unauthorized relocation of the equipment.In the event that the equipment is moved from the location set forth in this agreement then,at National's option,this agreement may be terminated and/or additional service charge may be made. b. National agrees to provide toner in sufficient quantity as it relates to the customer's usage and the manufacturer's published yields which are based on the industry standards of 6%coverage on black&white and 25%coverage full color.In the event that the customer's actual yield varies from the manufacturer's published yields by more than 25%,National reserves the right to remedy this variance by either adjusting the amount of toner provided oradjusting the rate(s)of this agreement or invoicing the customers for excess toner used.This does not apply to mailing systems. c. In the event National cannot offer a regular maintenance contract because normal maintenance and parts replacement can no longer keep the equipment in satisfactory operational condition,a Conditional maintenance contract may be offered.If National cannot repair your equipment,your account will be credited with the unused portion of your Conditional maintenance contract.Any credit balance rw'*tia •=a *^• ^a=f,,*••=a p^=^�^ ^ *�^ *'^n�f.�f�all lax re+ur.�.p�l{d-'•4�¢to S�e,ner, d. For connected digital equipment,network support is not included under this agreement.All support calls made on network support issues shall be billable at National's current software labor rate. 4. All service calls made on equipment not under maintenance contract shall include all parts,labor and travel costs.These costs are invoiced at National's current prevailing rates. 5. National shall have full and free access to the equipment to provide service thereon. 6. National reserves the right to hold service in the event the customer account balance is delinquent based on the National payment terms in effect at that time. 7. Customer agrees that National shall not incur any liability to customer for any loss of business.Loss of production,loss of data,expenses,or any other damage, direct,indirect or consequential,arising out of or in connection with the use or performance of this equipment. 8. This service agreement is not assignable or transferable by customer to a third party,nor is any portion refundable.However,the service agreement is transferable to a new machine purchased from National. 9. Buyer shall pay all of National's cost in the collection of any amount due hereunder,in the recovery of any property pursuant hereto or in the enforcement of its rights against buyer,including any attorney's fees whether or not suit be brought. Customer Authorized initials Date / / Sales Gold 4/5/2016 Lease Agreement ir A Ira PHONE: (800) 900-1927 Business Technologies FACSIMILE: (518)438-0493 Full Legal Name Phone Number ,,,, Town of Queensbury (518)761-8240 yDBA Name(if any) Federal Tax ID# Purchase Order Requisition Number W Billing Address City State Zap Send Invoice to Attention of: 742 Bay Road Queensbury NY 12804 Equipment Make Model No. Serial Number Description(Attach Separate Schedule If Necessary) o Kyocera TA8052ci 270 Sheet Dual Scan Document Processor,4,000 Sheet Finisher,2/3 Hole Punch,Fax System a` ¢ Kyocera TA7052ci 270 Sheet Dual Scan Document Processor,4,000 Sheet Finisher to 1.a-` Kyocera TA5002i 140 Sheet RADF Document Processor,4,000 Sheet Finisher,Fax .= I— =:. tz w Equipment Location(it not same as above) City Stale hp Number of Lease Payments Lease Payment (PLUS) Sales Tax (EQUALS) Total Lease Payment " You agreelualleltheTermsandConditionscontainedinbothsidesofthisLease,andinanyattadrmentstosame(all of which are included by reference)and become part of this Agreement.You edmowtedge to have read and agreed to Z 60 $1,222.22 + = at the Terms and Conditions and understand that non-cancelable is a non- ncelable agreement for the full term shown above. C' -j :" You acknowledge that the leased equipment is: ❑NEW 0 USED c + _ •_„ Signature t— al + _ .= Date + = w Print Name z . 1,, Sohn Si-re,uqh a,d Term of Lease in Months Payment Frequency: 'Monhtrly 0 Quartert/0 Other en Title M60 End of Lease Option:felof Lease Purchase Option shall he FRY tames another option is selected. J_'... ^�-OCi.%v'1 SU Ir V I SOe ci FMV ❑10% El St ❑Other Legal Name of Corporation or Partnership 12- Security Deposit (PLUS)First Payment Period(PLUS) Other (EQUALS) Total Payment Enclosed Town of Queensbury $0.00 + $0.00 + $0.00 = $0.00 (AGREEMENT MUST BE SIGNED BY AUTHORIZED CORPORATE OFFICER,PARTNER DR PROPRIETOR) TERMS&CONDITIONS Please read YOUR copy of this Lease Agreement("Lease")carefully and feel free to ask US any questions YOU may have about it.Words"YOU"and"YOUR"refer to the"Lessee"and the words"WE", "US"and"OUR"refer to De Lave Landen Financial Services,Inc. the"Lessor"of the Equipment. 1.LEASE:WE agree to lease to YOU and YOU agree to lease from US,the equipment listed above(and on any attached schedule)including all replacement parts,repairs,additions and accessories ("Equipment")and/or to finance certain licensed software and services listed above(and on any attached schedule)('Financed Items",which are included in the word'Equipment'unless separately stated) on the terms and conditions of this Lease and on any attached schedule.In order to maintain OUR rate of return,YOU authorize US to adjust the Lease Payments by not more than fifteen percent(15%)if the cost of the Equipment or taxes is more or less than the supplier's estimate or if the Lease is not accepted within thirty(30)days of the date YOU sign the Lease. 2,TERM:This Lease is effective on the date that it is accepted and signed by US,and the term of this Lease begins on that date or any later date that WE designate(the"Commencement Date")and con- tinues thereafter for the number of months indicated above.As YOU will have possession of the Equipment from the date of its delivery,if WE accept and sign this Lease YOU will pay US interim rent for the period from the date the Equipment is delivered to YOU until the Commencement Date as reasonably calculated by US based on the Lease payment,the number of days in that period,and a month of 30 days. Lease Payments will be due as invoiced by US until the balance of the Lease Payments and any additional Lease Payments or expenses chargeable to YOU under this Lease are paid in full.YOUR obligation to pay the Lease Payments and YOUR other Lease obligations are absolute and unconditional and are not subject to cancellation,reduction,setoff or counterclaim,THIS AGREEMENT IS NON-CANCELABLE. 3.LATE CHARGES/DOCUMENTATION FEES:If a Lease Payment Is not made when due,YOU will pay US,within one month,a late charge of 10%of fhe payment or$10.00,whichever Is greater, but only to the extent permitted by law.YOU agree to pay US a fee of$75.00,plus 1/10th of one percent(1%)of the original Equipment cost in excess of$50,000,to reimburse OUR expenses for preparing financing statements,other documentation costs and all ongoing administration costs during the term of this Lease.II the lease payments include the cost Of maintenance and/or service (Terms and Conditions continued on the second page of this Agreement.) To induce us to enter this Lease,the undersigned unconditionaty guarantees the prompt payment of all the Lessee's obi- You acknowledge that the Equipment shown above has been received.has been put in use,is in good working gallons under the Lease.We am not required to pm eed against the Lessee or the Equipment or enforce other remedies order and is satisfactory and acceptable.You also aclmowtedge receipt of the second page of this Lease. before proceeding against the undersigned.The undersigned waives notice of acceptance and all other notices or demand of any kind to which the undersigned may be entiged.The undersigned consents to any extensions or modification grant- LU signature Date ed to the Lessee and the release and/or compromise at any obligations of the Lessee or any other guarantors without C. releasing the undersigned trom his or her obkgations.This is a continuing guarantee and will remain in effect in the event Z of the death of the undersigned,and will bind the heirs,administrators,representatives,successors and assigns of under- Q Pent Name signed and may be enforced by or for the benefit of any assignee or successor of us.This guaranty is governed by and d constituted In accordance with the laws of the slate el Lessor or Its assignee's principal place of business and I con- -a u sent to non-exclusive jurisdiction In any stale or federal court In that slate and waive trial by jury. V; Title Signature Date Q.; Legal Name of Corporation or Partnership Print Name Town of Queensbury } Home Address Lessor Signature Date 1— Z, cC City State Zip Print Name CC 0f Phone Title CC Signature Date N For y De Lage Landen Financial Services,Inc. Print Name -�.'. Lease Number Home Address Lease Commencement Dale City State Zip .. Vendor I.D.Number Phone Page 1 of 2 and supplies,WE may increase the Lease Payment on an annual basis,in an amount not to a profit on this program. NOTHING IN THIS SECTION WILL RELIEVE YOU OF RESPONSIBILITY exceed 10%of the cost of maintenance and/or service and supplies Payment in effect at the FOR LIABILITY INSURANCE ON THE EQUIPMENT, end of the prior annual period. 14.DEFAULT:YOU are in default of this Lease if any of the following occurs:a)YOU tail to 4. DELIVERY AND ACCEPTANCE:YOU are responsible,at YOUR own cost,to arrange for the pay any Lease Payment or other sum when due;b)YOU breach any warranty or other obligation delivery and installation of the Equipment(unless such costs are included in the cost of the under this Lease,or any other agreement with US.c)YOU,any partner or any guarantor dies,YOU Equipment to US).If requested,YOU will sign a separate Equipment delivery and acceptance cer- become insolvent or unable to pay YOUR debts when due;YOU stop doing business as a going tificate.WE may at OUR discretion confirm by telephone that YOU have accepted the Equipment concern;YOU merge,consolidate,transfer all or substantially all of YOUR assets;YOU make an and this telephone verification of YOUR acceptance of the Equipment shall have the same effect as assignment for the benefit of creditors or YOU undergo a substantial deterioration in YOUR'inan- e signed delivery and acceptance certificate. cial condition,or d)YOU,any guarantor or any partner,voluntarily file or have filed against YOU or 5. USE, MAINTENANCE, REPAIR, SUPPLIES AND WARRANTIES: WE are leasing the it involuntarily,a petition for liquidation,reorganization,adjustment of debt or similar relief under Equipment to YOU"AS-IS"and WE MAKE NO WARRANTIES,EXPRESS OR IMPLIED,INCLUDING the Federal Bankruptcy Code or any other present or future federal or slate bankruptcy or insot- WARRANTIES OF MERCHANTABILITY,OR FITNESS FOR A PARTICULAR PURPOSE.WE transfer vency law,or a trustee,receiver or liquidator is appointed for YOU or it or a substantial part of to YOU for the term of this Lease all warranties,if any,made by the manufacturer. YOUR or its assets ore)YOU make or have made any false statement or misrepresentation to US. YOU ALSO ACKNOWLEDGE THAT NO ONE IS AUTHORIZED TO WAIVE OR CHANGE ANY 15.REMEDIES:WE have the following remedies if YOU are in default of this Lease:WE may TERM,PROVISION OR CONDITION OF THIS LEASE AND EXCEPT FOR THE MANUFACTURER declare the entire balance of the unpaid Lease Payments for the full term immediately due and WARRANTIES,MAKE ANY REPRESENTATION OR WARRANTY ABOUT THIS LEASE OR THE payable,sue for and receive all Lease Payments and any other payments then accrued or acceler- EQUIPMENT.WE SHALL NOT BE LIABLE FOR SPECIAL,RESULTING OR CONSEQUENTIAL DAM- ated under this Lease or any other agreement plus the estimated fair market value of the Equipment AGES OR LOSS OF PROFIT OCCASIONED BY ANY BREACH OF WARRANTY OR REPRESENTA- at the end of the originally scheduled term or the End of Lease Option Price("Residual"),and all TION OR RESULTING FROM THE USE OR PERFORMANCE OF THE EQUIPMENT.YOUR OBLIGA- accelerated Lease Payments and the Residual will be discounted to the date of the default at the TION TO PAY IN FULL ANY AMOUNT DUE UNDER THE LEASE WILL NOT BE AFFECTED BY ANY lesser of(a)per annum interest rate equivalent to that of a U.S.Treasury constant maturity obli- DISPUTE,CLAIM,COUNTERCLAIM,DEFENSE OR OTHER RIGHT WHICH YOU MAY HAVE OR gallon(as reported by the U.S.Treasury Department)that would have a repayment term equal to ASSERT AGAINST THE SUPPLIER OR THE EQUIPMENT MANUFACTURER. the remaining Lease term,alias reasonably determined by US,or(b)3%per annum,but only to 6. TITLE,PERSONAL PROPERTY,LOCATION AND INSPECTION:Unless YOU have a$1.00 the extent permitted by law;charge YOU interest on all monies due US at the rate of eighteen per- purchase option,WE will have title to the Equipment.If YOU have a$1.00 purchase option and/or cent(18%)per year from the date of default until paid,but in no event more than the maximum the Lease is deemed to be a security agreement,YOU grant US a security interest in the Equipment rate permitted by law;charge YOU a return-check or non-sufficient funds charge("NSF Charge") and all proceeds thereof.YOU have the right to use the Equipment for the full Lease term provid- of$25.00 for a check that is returned for any reason;and require that YOU immediately stop using ed YOU comply with the terms and conditions of this Lease.Although the Equipment may become any Financed Items and require that YOU return the Equipment to US and in the event YOU fall to attached to real estate,it remains personal property and YOU agree not to permit a lien to be placed return the Equipment,enter upon the premises peaceably with or without legal process where the upon the Equipment or to remove the Equipment without OUR prior written consent.If WE feel it Equipment is located and repossess the Equipment.Such return or repossession of the Equipment is necessary,YOU agree to provide US with waivers of interest or liens,from anyone claiming any will not constitute a termination of this Lease unless WE expressly notify YOU in writing.In the interest in the real estate on which any item of Equipment is located.WE also have the right,at rea- event the Equipment Is returned or repossessed by US and unless WE have terminated this Lease, sonable times,to inspect the Equipment. WE will sell or re-rent the Equipment to any persons with any terms WE determine,at one or more 7. MAINTENANCE: YOU are required, at YOUR own cost and expense, to keep the public or private sales,with or without notice to YOU,and apply the net proceeds after deducting Equipment in good repair,condition and working order,except for ordinary wear and tear,and YOU the costs and expenses of such sale or re-rent,to YOUR obligations with YOU remaining liable for will supply all parts and servicing required.All replacement parts used or installed and repairs any deficiency and with any excess being retained by US.The credit for any sums to be received made to the Equipment will become OUR property. by US from any such rental shall be discounted to the date of the agreement at six percent(6%) IN THE EVENT THE LEASE PAYMENTS INCLUDE THE COST OF MAINTENANCE AND/OR per year.Any delay or failure to enforce OUR rights under this Lease will not prevent US from SERVICE BEING PROVIDED BY THE SUPPLIER AND/OR THE MANUFACTURER,YOU ACKNOWL- enforcing any rights at a later time. If interest is charged or collected in excess of the maximum EDGE THAT WE ARE NOT RESPONSIBLE FOR PROVIDING ANY REQUIRED MAINTENANCE lawful rate,WE will refund such excess to YOU,which will be YOUR sole remedy. AND/OR SERVICE FOR THE EQUIPMENT.YOU WILL MAKE ALL CLAIMS FOR SERVICE AND/OR YOU are also required to pay(i)all expenses incurred by US in connection with the enforce- MAINTENANCE SOLELY TO THE SUPPLIER AND/OR MANUFACTURER AND SUCH CLAIMS WILL ment of any remedies,including all expenses of repossessing,storing,shipping,repairing and sell- NOT AFFECT YOUR OBLIGATION TO MAKE ALL REQUIRED LEASE PAYMENTS. ing the Equipment,and(ii)reasonable attorneys'fees. 8. ASSIGNMENT:YOU AGREE NOT TO TRANSFER,SELL,SUBLEASE,ASSIGN,PLEDGE OR 16.PURCHASE OPTION: Upon expiration of the Lease term,provided YOU are not in default. ENCUMBER EITHER THE EQUIPMENT OR ANY RIGHTS UNDER THIS LEASE WITHOUT OUR YOU shall have the option to purchase all but not than less than all of the Equipment on the terms PRIOR WRITTEN CONSENT.YOU agree that WE may sell,assign or transfer this Lease and If as indicated in the End of Lease Options checked above.WE will use OUR reasonable judgment to WE do,the new owner will have the same rights and benefits that WE now have and will not determine the Equipment's fair market value for all FMV purchase options which shall be based on have to perform any of OUR obligations and that the rights of the new owner will not be sub- the Equipment remaining in place.Leases with$1.00 purchase options shall not be renewed. Ject to any claims,defenses,or set-offs that YOU may have against US. 17.SECURITY DEPOSIT:My security deposit is non-interest bearing.WE may apply any 9. REDELIVERY AND RENEWAL:Upon at least sixty(60)but not more than one hundred security deposit to cure any default by YOU,in which event YOU will promptly restore any amount twenty(120)days written notice to US prior to the expiration of the Lease term,YOU shall advise so applied.If YOU are not in default,any security deposit will be returned to YOU at the termina- US of YOUR intention to return the Equipment to US at the end of the Lease term.Provided YOU Lion of this Lease. have given such timely notice,YOU shall return the Equipment,freight and insurance prepaid,to 18.WARRANTIES:YOU warrant and represent that the Equipment will be used for business US in good repair,condition and working order,ordinary wear and tear excepted,in a manner and purposes,and not for personal.family or household purposes. to a location designated by US.If YOU fall to notify US,or having notified US,YOU fall to return 19.UCC FILINGS AND FINANCIAL STATEMENTS: YOU authorize US to file a Uniform the Equipment as provided herein,this Lease shall renew for consecutive sixty(60)day periods Commercial Code("UCC")financing statement with respect to the Equipment and grant US the and YOU agree to continue to make Lease Payments at the same monthly Lease Payments as set right to sign such financing statement on YOUR behalf.If WE feel it is necessary,YOU agree to forth in the Lease subject to the right of either party to terminate the Lease upon sixty(60)days submit financial statements(audited if available)on a quarterly basis. written notice,in which case YOU will immediately deliver the Equipment to US as stated in this 20.UGC—ARTICLE 2A PROVISIONS:YOU agree that this Lease is a Finance Lease as that paragraph.YOU are solely responsible for removing all data from all disk drives and magnetic term is defined in Article 2A of the UCC.YOU acknowledge that WE have given YOU the name of media prior to returning the Equipment and selecting an appropriate removal standard that corn- the Supplier of the Equipment.WE hereby notify YOU that YOU may have rights under the contract plies with applicable law. with the Supplier and YOU may contact the Supplier for a description of any rights or warranties 10.LOSS OR DAMAGE:YOU are responsible for the risk of loss or destruction of,or damage that YOU may have under this supply contract.YOU also waive any and all rights and remedies to the Equipment.No such loss or damage relieves YOU from any obligation under this Lease.YOU granted YOU under Sections 2A-508 through 2A-522 of the UCC. agree to promptly notify US in writing of any toss or damage.If the Equipment is destroyed and 21.CHOICE OF LAW:This Lease shall be deemed fully executed and performed In the state WE have not otherwise agreed in writing,at OUR election,YOU will either repair or replace the of Lessor or Its assignee's principal place of business and shall be governed by and construed damaged/destroyed Equipment with comparable equipment acceptable to US,or pay to US(a)all in accordance with the laws of such state.YOU consent to and agree that non-exclusive furls- past due amounts and(b)all remaining payments for the unexpired term,plus OUR booked resid- diction,personal or otherwise,over YOU and the Equipment shall be in any slate court or ual(both discounted at 3%). Federal District Court in such state solely at OUR option with respect to any provision of this 11.INDEMNITY:WE are not responsible for any losses or injuries caused by the installation Lease. BOTH PARTIES Irrevocably waive their right to a trial by fury. or use of the Equipment.YOU agree to reimburse US for and to defend US against any claim for 22.ENTIRE AGREEMENT;SEVERABILITY;WAIVERS:This Lease contains the entire agree- losses or injuries caused by the Equipment.This indemnity will continue even after the termination ment and understanding and supersedes any purchase order or invoice.No agreements or under- of this Lease. standings are binding on the parties unless set forth in writing and signed by the parties.Any pro- 12.TAXES:YOU agree to pay all license and registration fees,sale and use taxes,personal vision of this Lease which for any reason may be held unenforceable in any jurisdiction shall,as to property taxes and all other taxes and charges,relating to the ownership,leasing,rental,sale,pur- such jurisdiction,be ineffective without invalidating the remaining provisions of this Lease.THIS chase,possession or use of the Equipment as part of the Lease Payment or as billed by US.YOU LEASE IS NOT INTENDED FOR TRANSACTIONS WITH AN EQUIPMENT COST LESS THAN$1,000. agree that if WE pay any taxes or charges on YOUR behalf,YOU will reimburse US for all such pay- 23.ELECTRONIC TRANSMISSION OF DOCUMENTATION:This Lease may be executed in ments and will pay US interest and a late charge(as calculated in Section 3)on such payments counterparts and any facsimile,photographic or other electronic transmission and/or electronic with the next Lease Payment,plus a fee for OUR collecting and administering any taxes,assess- signing of this Lease by you when manually countersigned by us or attached to our original sig- ments or fees and remitting them to the appropriate authorities.YOU will indemnify US on an after- nature counterpart and/or in our possession shall constitute the sole original chattel paper as tax basis against the loss of any tax benefits anticipated al the Commencement Date arising out of defined in the UCC for all purposes and will be admissible as legal evidence thereof. YOUR acts or omissions.WE may make a profit on any fees,estimated tax payments and other 24:PATRIOT ACT NOTICE:TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERROR- charges paid under this Lease. ISM AND MONEY LAUNDERING ACTIVITIES,FEDERAL LAW REQUIRES ALL FINANCIAL INSTI- 13.INSURANCE:During the term of this Lease.YOU will keep the Equipment insured against TUTIONS TO OBTAIN,VERIFY AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON all risks of loss or damage in an amount not less than the replacement cost of the Equipment,with- WHO OPENS AN ACCOUNT. WHAT THIS MEANS TO YOU:WHEN YOU OPEN AN ACCOUNT,WE out deductible and without co-insurance.YOU will also obtain and maintain for the term of this WILL ASK FOR YOUR NAME,ADDRESS AND OTHER INFORMATION THAT WILL ALLOW US TO Lease,comprehensive public liability insurance covering both personal injury and property damage IDENTIFY YOU. WE MAY ALSO ASK TO SEE IDENTIFYING DOCUMENTS. in the amounts acceptable to us"WE will be the sole named lender's loss payee on the property insurance and named as an additional insured on the public liability insurance.YOU will pay all pre- miums for such insurance and must deliver proof of insurance coverage satisfactory to US.If YOU do not provide such insurance,YOU agree that WE have the right,but not the obligation,to obtain such insurance and add an insurance tee to the amount due from YOU,on which WE make a prof- rn it.If YOU fail to comply with this requirement within 30 days after the start of this Lease,WE(A) have the right,but not the obligation,to obtain such insurance and add an Insurance fee to the w amount due from YOU,on which WE make a profit;or we may(B)charge YOU a monthly proper- ty damage surcharge of up to.0035 of the Equipment cost as a result of OUR credit risk and admin- co istrative and other costs,as would be further described on a letter from US to YOU.WE may make Page 2 of Initials ©2017 All Rights Reserved.Printed in the U.S.A. 13N5E009v7 2/17 ADDENDUM TO SERVICE AGREEMENT I`i THIS ADDENDUM TO SERVICE AGREEMENT is entered into this day of , 201-5 by and between NATIONAL BUSINESS EQUIPMENT LLC ("National Business Equipment")with an address of 505 Bradford Street, Albany,NY 12206 and Town of Queensbury ("Town") with an address of 742 Bay Road, Queensbury, NY 12804 This addendum to "Service Agreement" shall serve to replace and/or amend certain provisions of the Service Agreement between National Business Equipment and the Town dated o. 2015. In the event of any conflict between the terms of the Service Agreement and this Addendum, the terms of this Addendum shall control in all respects. 1. Warranty Notwithstanding anything in the Lease Agreement and including the document entitled"Delivery and Acceptance"to the contrary,National Business Equipment hereby represents that all the equipment is fit for its intended purpose. It is agreed that National Business Equipment shall not be liable for special, resulting or consequential damages or loss of profit occasioned by use of the equipment for other than purposes that are authorized herein. This paragraph shall serve to replace paragraph"5" of the Lease Agreement in its entirety. WARRANTY IN WITNESS WHEREOF,the Parties hereto have executed this Agreement as of the dates set forth below, effective as of the beginning date set forth above. TOWN OF QUEENSBURY (Approved as to content) By: NAME: Robert H. Hafner TITLE: Counsel to Town of Queensbury DATE:; TOWN OF QUEENSBURY NATIONAL BUSINESS EQUIPMENT,LLC By: By: NAME: 3ohr, F. Sf'rou,sln NAME: Scott W. Mueller TITLE: f - Su'ervi so; TITLE: President DATE: DATE: 2 Financier(Lessor/Lender): National Business Equipment Obligor(Lcssee/Borrower): Town of Queensbury Agreement : Date: December 22,2014 This Amendment Letter is hereby made part of the above referenced Agreement between Financier and Obligor. The Agreement is hereby amended as follows: Section 1. Lease: Delete"In order to maintain OUR rate of return,YOU authorize US to adjust the Lease Payments by not more than fifteen percent(15%) if the cost of the Equipment or taxes is more or less than the supplier's estimate or if the Lease is not accepted within thirty(30)days of the date YOU sign the Lease." Section 3. Late Charges/Documentation Fees: Replace"If a Lease Payment is not made when due,YOU will pay US,within one month a late charge of 5%of the payment of$10.00,whichever is greater, but only to the extent permitted by law" With: "If a Lease Payment is not made within 15 days of the due date,YOU will pay US,within one month a late charge of 5% of the payment of$10.00,whichever is greater, but only to the extent permitted by law" Section 9. Redelivery and Renewal: Replace"Upon at least sixty (60) but not more than one hundred and twenty(120)days written notice to US prior to the expiration of the Lease term,YOU shall advise US of YOUR intention to return the Equipment ot US at the end of the Lease term. With: "Upon at least thirty (30) but not more than one hundred and twenty(120)days written notice to US prior to the expiration of the Lease term,YOU shall advise US of YOUR intention to return the Equipment ot US at the end of the Lease term. Section 21: Choice of Law: Replace"This Lease shall be deemed fully executed and performed in the Commonwealth of Pennsylvania and shall be governed and construed in accordance with the laws thereof." With: "This Lease shall be deemed fully executed and performed in the State of New York and shall be governed and construed in accordance with the laws thereof". All other terms and conditions of the Agreement remain unchanged. An electronic copy of this document shall be accepted to be a legal and binding agreement. Obligor:Town of Queensbury Financier: National Business Equipment By: X By: (Signature) (Signature) 3ohrN S+r-ou 1k (Name) (Name) -Town . .)pervi.se-r- (Title) (Title) (Date) (Date) 4/11 Two Way Letter Template 11CA0146 FISCAL FUNDING ADDENDUM Full Legal Name DBA Name(If Any) w Billing Address Phone Number rn City County Slate Zip Code Lease Number Lease Date Lessee warrants that it has funds available to pay all rents(the"Lease Payments")payable under the above-identified Lease until the end of Lessee's cur- rent appropriation periods.If Lessee's legislative body or other funding authority does not appropriate funds for Lease Payments for any subsequent appro- priation period and Lessee does not otherwise have funds available to lawfully pay the Lease Payments(a"Non-Appropriation Event")Lessee may,subject to the conditions herein and upon prior written notice to Lessor(the"Non-Appropriation Notice"),effective sixty(60)days after the later of Lessor's receipt of same or the end of the Lessee's current appropriation period(the"Non-Appropriation Date"),terminate the Lease and be released of its obligation to make all Lease Payments due Lessor coming due after the Non-Appropriation Date.As a condition to exercising its rights under the Addendum Lessee shall(1) provide in the Non-Appropriation Notice a certification of a responsible official that a Non-Appropriation Event has occurred,(2)deliver to Lessor an opinion of Lessee's counsel (addressed to Lessor)verifying that the Non-Appropriation Event as set forth in the Non-Appropriation Notice has occurred, (3)return the equipment subject to the Lease(the"Equipment")on or before the Non-Appropriation Date to Lessor or a location designated by Lessor,in the condition required by,and in accordance with the return provisions of,the Lease and at Lessee's expense,and(4)pay Lessor all sums payable to Lessor under the Lease up to the Non-Appropriation Date. In the event of any Non-Appropriation Event,Lessor shall retain all sums paid hereunder or under the Lease by Lessee,including the Security Deposit(if any) specified in the Lease. Lessee further represents,warrants and covenants for the benefit of Lessor that: (a)Lessee is a municipal corporation and political subdivision duly organized and existing under the constitution and laws of the State. (b)Lessee is authorized under the constitution and laws of the State,and has been duly authorized to enter into this Lease and the transaction contemplated hereby and to perform all of its obligations hereunder. (c)This Lease constitutes the legal,valid and binding obligation of the Lessee enforceable in accordance with its terms,except to the extent limited by appli- cable bankruptcy,insolvency, reorganization or other laws affecting creditors'rights generally. (d)Lessee has complied with such public bidding requirements as may be applicable to this Lease. (e)The Equipment described in this Lease is essential to the function of the Lessee or to the service Lessee provides to its citizens.The Lessee has an imme- diate need for,and expects to make immediate use of,substantially all the Equipment,which need is not temporary or expected to diminish in the fore- seeable future. (f)Lessee has never failed to appropriate or otherwise make available funds sufficient to pay rental or other payments coming due under any lease,lease pur- chase,installment sale or other similar agreement. This Addendum is not intended to permit Lessee to terminate the Lease at will or for convenience. • YOU AGREE THAT A FACSIMILE COPY OF THIS DOCUMENT WITH FACSIMILE SIGNATURES MAY BE TREATED AS AN ORIGINAL AND WILL BE ADMISSI- BLE AS EVIDENCE IN A COURT OF LAW. �• Signature X (MUST DE SIGNED BY AUTHORIZED REPRESENTATIVE OR OFFICER OF GOVERNMENT ENTRY) es Print Name (-. 5f fOCr_,h .y. Tee Tj -' ry L5 O u Dale w.. Name ofGovernment Entity Tou.' .5r th&ee'1S(ou y Signature X o Print Name 1—N UJ Title Dale U O Name of Corporation or Partnership Wo u•o • ©201I All Rights Reserved.Printed In the USA 050EDDC09ay1 10111