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5.05 5.5 AGREEMENTS\National Business Equipment—Assessor's Office Machine—7-20-15 RESOLUTION AUTHORIZING LEASE AGREEMENT BETWEEN TOWN OF QUEENSBURY AND NATIONAL BUSINESS EQUIPMENT FOR NEW MACHINE TO BE LOCATED IN TOWN ASSESSOR'S OFFICE RESOLUTION NO.: ,2015 INTRODUCED BY: WHO MOVED FOR ITS ADOPTION SECONDED BY: WHEREAS, by Resolution No.: 69,2015, the Queensbury Town Board authorized a Lease Agreement for office equipment with National Business Equipment, and WHEREAS, the Town wishes to enter into an additional Lease Agreement pertaining to a new Kyocera Mita Model Taskalfa 5551ci machine to be located in the Town Assessor's Office, and WHEREAS, such proposed Lease Agreement is presented at this meeting and is in form acceptable to Town Counsel, NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby approves and authorizes the Lease Agreement between the Town of Queensbury and National Business Equipment 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 such Lease Agreement and any other necessary documentation and authorizes and directs the Town Supervisor, Town Budget Officer, Town Assessor and/or Town Counsel to take such other and further action necessary to effectuate the terms of this Resolution. Duly adopted this 20th day of July, 2015, by the following vote: AYES NOES ABSENT: �, NATIVNAL Business Equipment&Supply 505 Bradford Street Albany,NY 12206 Phone: (518)724-6455 Fax: (518)438-0493 www.nationalbes.com To: Town of Queensbury/Assessor's Office Attn: Barbara Tierney From: Bryan MuellerNice President Date: April 20th, 2015 Quote Valid for 30 Days Manufacturer KYOCERA MITA Model Taskalfa 5551 ci (Replaces Taskalfa 3050ci) SEE BROCHURE FOR FULL SPECIFICATIONS LIST Output Sizes 5.5"x 8.5" - 12"x 18" Paper Sources 2/500 Sheet Trays, Dual 1,500 Sheet Trays, 150 Sheet By Pass Tray Total Paper Supply 4,150 Sheets Document Processor 100 Sheet Reversing Automatic Document Processor Duplex Automatic, Unlimited Warm Up Time 30 seconds First Copy Out Time 4.3 seconds Multi Copy Speed 55 copies per minute Image Modes Text, Photo,Text/Photo • Exposure Controls Auto, Manual Reduction & Enlargement Pre-Set Ratios plus 25-400%Zoom Memory 3.5 GB, 160GB Hard Drive Stand Included Printing Standard Printing & Network Interface Included, USB Host Host Interface Scanning Standard Network Scanning, Scan to Folder, Color Scan Scan to E-mail, Scan to FTP, Scan to USB Faxing Fax/Network Fax Finishing 1,000 Sheet Finisher, Attachment Kit, 2/3 Hole Punch Purchase Price:(Suggested Retail Price: $25,551) $ 11,950 Purchase Price(New York State Contract#PT66608) $ 2,000 Trade in of'Copystar CS-2050 $ 9,950 Trade Difference Lease Options: FMV Lease with$0 Down Payment 60 months:$192.15 per month Service Agreement: Included in master service agreement All Pricing Includes Delivery Set Up and Training Tlig;PNAL 505 Bradford Street, Albany NY 12206 Business Equipment 518.724.6455 518.438.0493 Fax national1927.com I x6`'1 lrr': t_7 - ;tC ' I4 Name Customer a Name Customer I Town of Queensbury Address Address 742 Bay Road Address Address Gty State Zip Gry State Zip Queensbury NY 12804 Contact E-mail Contact E-mal Barbara Tiemey Phone Check Box if Ship to is SAME as Bill to -' Phone Fax 518-761-8240 r i Ct rt r,�} �t t?,V (l{}, I ,s Kyocera Taskalfa 5551ci (Suggested RetaI Mica$25,551) $11,950 100 Sheet RADF Inc Dual 1,500 Sheet Trays Inc Fax System Inc ■_ 1,000 Sheet Finishers/Attachment Kit Inc _■ 2/3 Hole Punch Inc Connectivity & Training Inc $2,000 Trade In of CS-2050 $2,000 ii,! __ i' }9 k `t� r.E `y •{ CEtvaAt yl..� `�t1 ��.��._ 60 Month FMV of$ 192.15 DELIVERY SUBTOTAL $9,950 Service will be a master agreement covering all of the copiers TAX Adding 5551ci and removing Copystar 2050 from Buildings & Grounds TOTAL $9,950 12 GOLD ALLIANCE PROGRAM Priority Service Guaranteed(Covers all parts,labor,travel and supplies except paper and staples) nMFP SERVICE AGREEMENT—Covers all parts,labor,travel and supplies except paper and staples. 1,072.00 41 050 0.0074 Billed at$ per month,includes r B&W copies per month.Excess at$ per copy 14 500 0.05 3 Billed at$ per month,includes J COLOR copies per month.Excess at$ per copy ❑STANDARD SERVICE AGREEMENT:Billed at$ .Covers all parts,labor and travel.Excludes all consumables(toner,Image units,fusers,stamps,trays,etc.) NATIONAL Authorized Signature Date ,Customer Authorized Signature Date Print Name of Authorized Signor Purchase Order 3/1/2013 MG V5 TERMS AND CONDITIONS Purchaser hereby agrees to the follow terms and conditions. 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 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 buyer which 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 L5%per month on any amounts not paid within those fifteen(15)days. 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 attomey'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. liabititic�s and proceeoings w - - i i.'i ..rticular arisin:fr. .- .• .- ... •• -, • ..• •• -:.• - - .• SERVICE AGREEMENT •1. !! This service agreement is non-refundable a•• - • - '• • _.... • . . ins i _.I Payment of such invoice shall be deemed an acceptance by the customer of the terms and conditions in such invoice.If payment is not received by National in accordance with payment terms,National at its option,may require a physical of the equipment prior to acceptance,with all costs incurred billed to the customer. 2. 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. 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. 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 or adjusting the rate(s)of this agreement or invoicing the customers for excess toner used. 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 n r(_,J the unused portion of your Conditional maintenance contract Any credit balance i )•.4( 6, c 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. 3. 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. 4. National shall have full and free access to the equipment to provide service thereon. 5. 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. 6. 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. 7. 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. a. 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 -t- A"- 4-4, r fin;�,..1s —_ Sales MG 3/1/2013 Attachment A Customer: II.,r 1/01 t4 1 1p;401 T ii.) I t+v1 t1St(t11i II) Parks&Recreation Kyocera Taskalfa 6551ci Accounting Kyocera Taskalfa 5551ci Clerk's Office Kyocera Taskalfa 4551ci Supervisor's Office Kyocera KM-4050 Highway Dept. Kyocera KM-5050 Parks&Recreation Kyocera Taskalfa 420i Community Development Kyocera Taskalfa 420i Community Development Kyocera Taskalfa 3050ci Legal Town Council Kyocera KM-4050 Assessor Kyocera Taskalfa 5551ci Historian Kyocera KM-2550 Buildings&Grounds Kyocera Taskalfa 3050ci Cemetary Kyocera KM-3050 Water Dept. Kyocera FS-3640MFP NATIONAL Lease Agreement PHONE:(800)735-3273 Business Equipment FACSIMILE:(800)776-2329 Full Legal Name Phone Number Town of Queensbury (518)761-8200 DOA Name(it any) Purchase Order Requisition Number Ogling Address City State bp Send Invoice to Attention oh 742 Bay Road Queensbury NY 12804 Equipment Make Model No. Serial Number DeswQion(Attach Separate Schedule if Necessary) Kyocera TA5551ci Fax System,1,000 Sheet Finisher,Dual 1,500 Sheet Trays,2/3 Hole Punch Equipment Lor�iolh(d not same as above) City State Lp Number of Lease Payments Lease Payment (PLUS) Sates Tax (EQUALS)Total Lease Payment YouspreewaeaoilTermsandCondttonsconl�nedhibothalt'soflidsleaseandInsyaltaCmentstosame(ail 60 $192.15 + awlach are trrcudedbyndaaiu)and beconhepaiaNkApeemeit Yea actowvkdgeto have reel and agreed to aethe Terms and Conditions and understand that Ih's b anonar�idabte agreement for the fall term spawn above. u r You acknowledge that the teased equipment no NEW 0 USED + _ Signature uaC • - Z Date + y Petal Name Term of Lease In Months Payment Frequency. 44 Monthly 0 Quarterly 0 Other Ile 60 End ottease Optics- End a Lease Perches'Option shall be FM/unless another option IS selected. w va FMV 010% 0 St 0 Other —+ Security Deposit(PLUS)First Payment Period(PLUS) Other (EQUALS) Total Payment Enclosed Legal Name of Corporation or Partnership $0.00 + Town of Queensbury $0.00 + $0.00 $0.00 (AGREEMENT MUST BE SIGNED SY AUTHORIZE-0 CORPORATE OFiICER.PARTNER OR 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 National Business Equipment,LLC,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")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 data 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 continues 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 coun- terclaim.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 5%of the 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. (Terms and Conditions continued on the second page of this Agreement.) To hiduce us to enter this Lease.the undersigned unconditionally guarantees the prompt payment of al 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 tease We are na required to proceed against the Lessee or the Equipment or enforce other remedies order and is satisfactory and acceptable.You also acknowledge before pr imp against the undersigned.The undersigned waives notice ot acceptance and at other notices a demand edge recefpt.ol the secant page of this Lease. ol any Idnd towhlch the undersigned may be enttled.The undersigned consents to airy rutensias or motritagar grant- W Si ture Date ed to to Lessee and the release and/or compromise or arty obligations of the Lessee or any other guarantors vnthout V releasing the undersigned from his or her obligations.Tits is a continuing guarantee and will remain in effect in the event Z of the death of the undersignepd,,and we bind to heirs,administrators,representatives,successors and assigns ofbunder- Q Print Name elided may accordance with thtne ter lawwss abthe benefit of e1 Pennsylvania m01 consent ent to non-exclusive foods w dictlah in any stale or federal oourtie Pennsylvania and waive Wsl by My. Signature Date G ti Legal Name of Corporation or Partnership Print Name Town of Queensbury Home Address Lessor Signature Date City Sate zip Print Name Plane Mlle Signature Date For NATIONAL BUSINESS EQUIPMENT,LLC Print Name Lease Number Home Address Lease Commencement Date City State Zip Vendor I.D.Number Phone Page 1 of 2 4. DELIVERY AND ACCEPTANCE YOU are responsible,at YOUR own cost,to arrange for the at the end of the ortginaiy scheduled term or the End of Lease Option Price("Residual'),and all delivery and installation of the Equipment(unless such costs are included in the cost of the accelerated Lease Payments and the Residual will be discounted to the date of the default at the Equipment to US).If requested,YOU will sign a separate Equipment delivery and acceptance cer- lesser of(a)per annum interest rate equivalent to that of a U.S.Treasury constant maturity obli- tificate.WE may at OUR discretion confirm by telephone that YOU have accepted the Equipment gallon(as reported by the U.S.Treasury Department)that would have a repayment term equal to and this telephone verification of YOUR acceptance of the Equipment shall have the same effect as the remaining Lease term,all as reasonably determined by US,or(b)3%per annum,but only to a signed delivery and acceptance certificate. the extent permitted by law;charge YOU interest on all monies due US at the rate of eighteen per- 5. USE, MAINTENANCE, REPAIR, SUPPLIES AND WARRANTIES:WE are leasing the cent(18%)per year from the date of default until paid,but in no event more than the maximum Equipment to YOU"AS-iS"and WE MAKE NO WARRANTIES.EXPRESS OR IMPLIED,INCLUDING rate permitted by law;charge YOU a return-check or non-sufficient funds charge("NSF Charge°) WARRANTIES OF MERCHANTABILITY,OR FITNESS FOR A PARTICULAR PURPOSE.WE transfer of$25.00 for a check that is returned for any reason;and require that YOU return the.Equipment to YOU for the term of this Lease all warranties,if any,made by the manufacturer. to US and in the event YOU fail to return the Equipment,enter upon the premises peaceably with YOU ALSO ACKNOWLEDGE THAT NO ONE IS AUTHORIZED TO WAIVE OR CHANGE ANY or without legal process where the Equipment is located and repossess the Equipment.Such return TERM,PROVISION OR CONDITION OF THiS LEASE AND EXCEPT FOR THE MANUFACTURER or repossession of the Equipment will not constitute a termination of this Lease unless WE WARRANTIES, MAKE ANY REPRESENTATION OR WARRANTY ABOUT THIS LEASE OR THE expressly notify YOU in writing.In the event the Equipment is returned or repossessed by US and EQUIPMENT.WE SHALL NOT BE LIABLE FOR SPECIAL,RESULTING OR CONSEQUENTIAL DAM- unless WE have terminated this Lease,WE will sell or re-rent the Equipment to any persons with AGES OR LOSS OF PROFIT OCCASIONED BY ANY BREACH OF WARRANTY OR REPRESENTA- any terms WE determine,at one or more public or private sales,with or notice to YOU,and TION OR RESULTING FROM THE USE OR PERFORMANCE OF THE EQUIPMENT YOUR OBLIGA- apply the net proceeds after deducting the costs and expenses of such sale or re-rent,to YOUR TION TO PAY IN FULL ANY AMOUNT DUE UNDER THE LEASE WILL NOT BE AFFECTED BY ANY obligations with YOU remaining liable for any deficiency and with any excess being retained by US. DISPUTE,CLAIM,COUNTERCLAIM,DEFENSE OR OTHER RIGHT WHICH YOU MAY HAVE OR The credit for any sums to be received by US from any such rental shall be discounted to the date ASSERT AGAINST THE SUPPLIER OR THE EQUIPMENT MANUFACTURER. of the agreement at six percent(6%)per year. 6. TITLE,PERSONAL PROPERTY,LOCATION AND INSPECTION:Unless YOU have a$1.00 YOU are also required to pay(i)all expenses incurred by US in connection with the enforce- purchase option,WE will have title to the Equipment.If YOU have a SI.00 purchase option and/or ment of any remedies,including all expenses of repossessing,storing,shipping,repairing and sell- the Lease is deemed to be a security agreement,YOU grant US a security interest In the Equipment ing the Equipment,and(ii)reasonable attorneys'fees. and all proceeds thereof.YOU have the right to use the Equipment for the full Lease term provid- 16.PURCHASE OPTION: Upon expiration of the Lease term,provided YOU are not In default, ed YOU comply with the terms and conditions of this Lease.Although the Equipment may become YOU shall have the option to purchase all but not than less than all of the Equipment on the terms attached to real estate,it remains personal property and YOU agree not to permit a lien to be placed as indicated In the End of Lease Options checked above.WE will use OUR reasonable judgment to upon the Equipment or to remove the Equipment without OUR prior written consent.If WE feel it determine the Equipment's fair market value for all FMV purchase options which shall be based on is necessary,YOU agree to provide US with waivers of interest or liens,from anyone claiming any the Equipment remaining in place. interest in the real estate on which any item of Equipment is located.WE also have the right,at rea- 17.SECURITY DEPOSIT:Any security deposit is con-interest bearing.WE may apply any sonable times,to inspect the Equipment security deposit to cure any default by YOU,in which event YOU will promptly restore any amount 7. MAINTENANCE: YOU are required, at YOUR own cost and expense, to keep the so applied.If YOU are not in default,any security deposit will be returned to YOU at the termina- Equipment in good repair,condition and working order,except for ordinary wear and tear,and YOU lion of this Lease. will supply all parts and servicing required.All replacement parts used or installed and repairs 18.WARRANTIES:YOU warrant and represent that the Equipment will be used for business made to the Equipment will become OUR property. purposes,and not for personal,family or household purposes. IN THE EVENT THE LEASE PAYMENTS INCLUDE THE COST OF MAINTENANCE AND/OR SER- 19.UCC FILINGS AND FINANCIAL STATEMENTS:YOU authorize US to file a Uniform VICE BEING PROVIDED BY THE SUPPLIER AND/OR THE MANUFACTURER,YOU ACKNOWLEDGE Commercial Code("UCC')financing statement with respect to the Equipment and grant US the THAT WE ARE NOT RESPONSIBLE FOR PROVIDING ANY REQUIRED MAINTENANCE AND/OR right to sign such financing statement on YOUR behalf.If WE feel It is necessary,YOU agree to SERVICE FOR THE EOUIPMENT.YOU WILL MAKE ALL CLAIMS FOR SERVICE AND/OR MAINTE- submit financial statements(audited if available)on a quarterly basis. NANCE SOLELY TO THE SUPPLIER AND/OR MANUFACTURER AND SUCH CLAIMS WILL NOT 20.UCC—ARTICLE 2A PROVISIONS:YOU agree that this Lease is a Rnance Lease as that AFFECT YOUR OBLIGATION TO MAKE ALL REQUIRED LEASE PAYMENTS. term is defined in Article 2A of the UCC.YOU acknowledge that WE have given YOU the name of 8. ASSIGNMENT:YOU AGREE NOT TO TRANSFER,SELL,SUBLEASE,ASSIGN,PLEDGE OR the Supplier of the Equipment.WE hereby notify YOU that YOU may have rights under the contract ENCUMBER EITHER THE EQUIPMENT OR ANY RIGHTS UNDER THIS LEASE WITHOUT OUR with the Supplier and YOU may contact the Supplier for a description of any rights or warranties PRIOR WRITTEN CONSENT.YOU agree that WE may sell,assign or transfer this Lease and if WE that YOU may have under this supply contract.YOU also waive any and all rights and remedies do,the new owner will have the same rights and benefits that WE now have and will not have to granted YOU under Sections 2A-508 through 2A-522 of the UCC. perform any of OUR obligations and that the rights of the new owner wilt not be subject to any 21.CHOICE OF LAW:This Lease shall be deemed fully executed and performed in the claims,defenses,or set-offs that YOU may have against US. Commonwealth of Pennsylvania and shall be governed and construed in accordance with the 9. REDELIVERY AND RENEWAL Upon at least sixty(60)but not more than one hundred laws thereof.YOU consent to and agree that non-exclusive jurisdiction,personal or otherwise, twenty(120)days written notice to US prior to the expiration of the Lease term,YOU shall advise over YOU and the Equipment shall be with the Courts of the Commonwealth of Pennsylvania or US of YOUR intention to return the Equipment to US at the end of the Lease term.Provided YOU the Federal District Court for the Eastern District of Pennsylvania solely at OUR option with have given such timely notice,YOU shall return the Equipment,freight and insurance prepaid,to respect to any provision of this Lease.YOU Irrevocably waive YOUR right to a trial by fury. US in good repair,condition and working order,ordinary wear and tear excepted,in a manner and 22.ENTIRE AGREEMENT;SEVERABILITY;WAIVERS:This Lease contains the entire agree- to a location designated by US.If YOU fail to notify US,or having notified US,YOU fail to return ment and understanding.No agreements or understandings are binding on the parties unless set the Equipment as provided herein,this Lease shall renew for consecutive sixty(60)day periods forth in writing and signed by the parties.My provision of this Lease which for any reason may be and YOU agree to continue to make Lease Payments at the same monthly Lease Payments as set held unenforceable In any jurisdiction shag,as to such jurisdiction,be ineffective without invali- forth in the Lease subject to the right of either party to terminate the Lease upon sixty(60)days dating the remaining provisions of this Lease.THIS LEASE IS NOT INTENDED FOR TRANSAC- written notice,in which case YOU will immediately deliver the Equipment to US as stated in this TIONS WITH AN EOUIPMENT COST LESS THAN$1,000. paragraph. 23.FACSIMILE DOCUMENTATION:YOU agree that a facsimile copy of this Lease with fac- 10.LOSS OR DAMAGE YOU are responsible for the risk of loss or destruction of or damage simile signatures may be treated as an original and will be admissible as evidence of this Lease. to the Equipment No such loss or damage relieves YOU from any obligation under this Lease. 11.INDEMNITY:WE are not responsible for any losses or injuries caused by the installation or use of the Equipment.YOU agree to reimburse US for and to defend US against any claim for losses or injuries caused by the Equipment.This indemnity will continue even after the termination of this Lease. 12.TAXES:YOU agree to pay all license and registration fees,sale and use taxes,personal property taxes and all other taxes and charges,relating to the ownership,leasing,rental,sale,pur- chase,possession or use of the Equipment as part of the Lease Payment or as billed by US.YOU agree that if WE pay any taxes or charges on YOUR behalf,YOU will reimburse US for all such pay- ments and will pay US interest and a late charge(as calculated in Section 3)on such payments with the next Lease Payment,plus a fee for OUR collecting and administering any taxes,assess- ments or fees and remitting them to the appropriate authorities.YOU will Indemnify US on an after- tax basis against the loss of any tax benefits anticipated at the Commencement Date arising out of YOUR acts or omissions. 13.INSURANCE:During the term of this Lease,YOU will keep the Equipment insured against all risks of loss or damage in an amount not less than the replacement cost of the Equipment,with- out deductible and without co-insurance.YOU will also obtain and maintain for the term of this Lease,comprehensive public liability insurance covering both personal injury and property dam- age of at least 5100,000 per person and$300,000 per occurrence for bodily injury and$50,000 for property damage.WE will be the sole named loss payee on the property insurance and named as an additional insured on the public liability insurance.YOU will pay all premiums for such insur- ance 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 fee to the amount due from YOU,on which WE make a profit. 14. DEFAULT:YOU are in default of this Lease If any of the following occurs;a)YOU fail to pay any Lease Payment or other sum when due;b)YOU breach any warranty or other obligation under this Lease,or any other agreement with US.c)YOU,any partner or any guarantor dies,YOU become insolvent or unable to pay YOUR debts when due;YOU stop doing business as a going concern;YOU merge,consolidate,transfer all or substantially all of YOUR assets;YOU make an assignment for the benefit of creditors or YOU undergo a substantial deterioration in YOUR finan- cial condition.or d)YOU,any guarantor or any partner,voluntarily file or have filed against YOU or it involuntarily,a petition for liquidation,reorganization,adjustment of debt or similar relief under the Federal Bankruptcy Code or any other present or future federal or state bankruptcy or insol- vency law,or a trustee,receiver or liquidator is appointed for YOU or it or a substantial part of YOUR or its assets. 15.REMEDIES:WE have the following remedies if YOU are in default of this Lease:WE may toy declare the entire balance of the unpaid Lease Payments for the full term immediately due and fn payable,sue for and receive all Lease Payments and any other payments then accrued or acceler- ated under this Lease or any other agreement plus the estimated fair market value of the Equipment Page 2 of 2 Initials 02013 All Rights Reserved.Printed In the U.S.A. 13NBE009 1/13 Addendum to Lease Agreement This Addendum is made part of the Lease Agreement ("Lease") by and between TOWN OF QUEENSBURY ("Lessee")and National Business Equipment,LLC("Lessor")dated , 2015. Capitalized terms used but not defined will have the same meaning given to them in the Lease. The parties agree to the following changes to the Terms&Conditions of the Lease: Section 1.Lease Delete the 2nd sentence in its entirety. Section 3.Late Charges/Documentation Fees The 11'sentence shall be modified to read "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 or$10.00.whichever is greater,but only to the extent permitted by law." Section 9.Redelivery and Renewal The 1ft sentence shall be modified to read "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 to US at the end of the Lease term." Section 21.Choice of Law The 1st sentence shall be modified to read "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." Except as expressly provided herein, no other term,condition,provision,covenant or agreement of the Lease is changed,modified,amended or altered,nor are any of Lessor's or its assigns'rights or remedies under the Lease, at law or equity,modified,waived,discharged or forgiven. You and we agree that a facsimile copy of this Addendum with facsimile signatures may be treated as an original and will be admissible as evidence in a court of law. IN WITNESS WHEREOF,the parties hereto have caused this Addendum to be duly executed by their authorized representatives as of the date first above written. Agreed and Accepted: TOWN OF QUEENSBURY National Business Equipment,LLC Signature Signature ,Print Name Print Name 4� '">niteit nee ML 7.9.I5 12NBE006 Page I of 1 FISCAL FUNDING ADDENDUM Full Legal Name DBA Name(II Any) w Billing Address Phone Number CO CO Ili City County State NY 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. °C W Wure X 4 (MUST BE SIGNED BY AUTHORIZED REPRESENTATIVE OR OFFICER OF GOVERNMENT ENTITY) yL.Z J Name I Date moo(Government Entity Signature X m .- 0o Print rn y O • U.-1 lute Date p v a Name of Corporation or Partnership c LO 0 ®2011 All Rights Reserved.Printed In We USA O5OED00098v1 10111 NATIONAL Business Equipment CONNECTIVITY INSTALLATION AGREEMENT This Connectivity Installation Agreement (this"Agreement") dated as of 20 between NATIONAL or one of its subsidiaries as designated in the signature block below ("NATIONAL") and the undersigned customer ("Customer") sets forth the terms and conditions under which NATIONAL shall provide the Products and Services described in Sales Orders issued under this Agreement. This agreement excludes Scanners, Production, Wide format equipment, 3`d party, external print controllers, or installs outside the NATIONAL service area. Due to the complex nature of these solutions,custom installation is required. NATIONAL agrees to provide up to two(2)hours per MFP to install and configure connected equipment purchased from NATIONAL. NATIONAL will provide the drivers necessary to install the MFP's on up to five (5) workstations directly connected or in the case of a device with an integrated network adapter, connected to the network.This installation is subject to the following terms and conditions. NATIONAL Responsibilities • Schedule installation confirm network connection, cable, and power exists at desired install location prior to scheduling • Work with customers assigned technical contact(required)to install and configure equipment • Configure the following options as required: o Accessible on the network — Load Drivers to Created Network Share, Test connection for one identified workstation o Network Printing (from up to 5 workstations)-install Driver Locally on Device to print to network printer o Network Scan to folder—set up device and desktop access to a created network folder, and confirm access from up to 5 workstations and Users o Scan to email (depending on equipment)— Enter created device address and up to 10 user email addresses o Scan to FTP/SM B o Test and confirm functionality with contact,on items stated above • Train key operator on functionality and basic administration Customer Responsibilities • Provide tested network connection near equipment • Provide proper power connection near equipment • Access to network administrator or technical contact during installation • Provide workstation connected to network with access to network resources(Server, Internet) • Workstation must meet or exceed minimum operating requirements and have current service packs and updates applied • Supported Operating Systems • Provide static IP addresses for equipment to be connected • Create required shares/folders/FTP Services as needed for desired functionality • Provide Desktop and/or server administrative access sufficient to complete the NATIONAL responsibilities identified above Ver 5-9-11 Page 1 of 2 I , Connectivity Installation Agreement Clarifications 1. Server Setup: Connectivity Installation includes only workstation software and configuration.Any required server installation and configuration is the responsibility of the customer. NATIONAL will not make any changes to the customer's network, servers,security,firewalls,etc;that may be required for complete functionality of solution. 2. Software Licensing:All software installed at the customer's location is governed by its original licensing agreement and shall be the customer's responsibility to maintain and keep current with any manufacturer released updates. 3. Hardware/Software Modifications:If the customer changes the operation environment,including but not limited to changing operating systems, network software, hardware and software upgrades, software application changes, etc., to such a degree that further software installations or modifications are required, such installations or modifications shall be billable at the current NATIONAL hourly rates. 4. Loss of Data:The customer acknowledges that it is the customer's responsibility to maintain a current backup of their program and data files to restore any lost data.NATIONAL cannot be held responsible for any loss of data. 5. Phone Support:Telephone support is included for 30 days from the date of installation. Any phone support required beyond this period will be billable at the current NATIONAL rates and charged at a per incident basis. If determined by the NATIONAL Support Specialists that the issue requires onsite support to resolved,then a Specialist will be scheduled for onsite support and the visit will be billable at the onsite support rates. 6. Onsite Support: All onsite support required on issues beyond the included two (2) hours will be billable at the current NATIONAL hourly rates,with a one(1)hour minimum for onsite. Z Additional Software / Driver Installations: Additional installations are the responsibility of the customer. Additional installations by NATIONAL shall be billed at the current NATIONAL rates. 8. Third Party Network Administrator: In the event a Third Party Network Administrator is utilized,all charges for the Third Party Administrator's time is the sole responsibility of the customer. 9. Software Upgrades: Any software upgrades, service packs, feature releases, made available by the manufacturer would be deployed by the customer at their discretion. NATIONAL can be contracted for these services for additional fees. This document must be signed by customer and a representative of NATIONAL prior to beginning installation. By signing you are agreeing to the terms outlined in this document. NATIONAL BUSINESS EQUIPMENT CUSTOMER NAME: By rB"j Signature Signature Name: i;Name,; Print or Type Print or Type Title: -Tit ; SIT Co tf ct: ITe-mat. Page 2 of 2