PA+-+Kyocera+and+ND+-+FINAL+signed.pdf

NASPO ValuePoint

PARTICIPATING ADDENDUM

MULTI-FUNCTION DEVICES AND RELATED

SOFTWARE, SERVICES AND CLOUD SOLUTIONS

Led by the State of Colorado

Master Agreement #: 189398

Contractor: KYOCERA DOCUMENT SOLUTIONS AMERICA, INC.

Participating Entity: STATE OF NORTH DAKOTA

Participating Addendum Number: 131-KYOCERA The following Products and Services are included in this contract portfolio:

• Group A – MFD, A3

• Group B – MFD, A4

• Group D – Single-function Printers

• Group E – Large/Wide Format Equipment

• Group G – Software

• Group H – Consumable Supplies

• Group I - Managed Print Services (MPS)

• Sub-Group G1 – Software Related Services

• Sub-Group D1 – Specialty Printers

• Accessories for Discontinued Base Units

• Maintenance Services for new, remanufactured, refurbished, and legacy devices

Master Agreement Terms and Conditions:

1. Scope: This addendum covers the Multi-Function Devices and Related Software, Software and Cloud Solutions portfolio led by the State of Colorado, for use by state agencies and other government entities located in North Dakota authorized by that State’s statutes to utilize State contracts with the prior approval of the State’s Chief Procurement Official.

2. Term: This term of this Participating Addendum shall be coterminous with the NASPO

ValuePoint Master Agreement Number 189398 (terminate, renew, or extend), unless the Participating Addendum is terminated sooner in accordance with the terms set forth herein.

3. Participation: This Participating Addendum, established pursuant to North Dakota Century Code (N.D.C.C.) § 54-44.4-13, may be used by all state agencies, institutions under the jurisdiction of the State Board of Higher Education, other government entities (including counties, cities, townships, public primary and secondary educational entities, governmental boards and commissions), nonprofit entities established on behalf of public entities, tribal agencies, transportation providers under N.D.C.C. ch. 39-04.2, and the International Peace Garden. Participating Entity has sole authority to determine which additional entities authorized by state statute are eligible to use this Participating Addendum. If Contractor becomes aware that an entity’s use of this Participating

Docusign Envelope ID: 85F37CB2-F5A0-4411-A7E3-394045175747

MULTI-FUNCTION DEVICES AND RELATED

Addendum is not authorized, Contractor will notify NASPO ValuePoint to initiate outreach to the appropriate parties.

4. Contacts: The primary and secondary contact individuals for this Participating Addendum are as follows (or their named successors):

Contractor Primary Administration Name: Joseph Dolce Address: 225 Sand Road

Telephone: 973-882-6085 Email: joseph.dolce@da.kyocera.com

Contractor Secondary Administration

Name: Renato Monteleone Address: 225 Sand Road Telephone: 973-423-5884

Email: renato.monteleone@da.kyocera.com

Participating Entity Primary

Name: Abigail Dschaak

Address:

600 East Boulevard Ave, Dept 012 Bismarck, ND 58505

Telephone: 701-328-4912

Email: aadschaak@nd.gov

5. Participating Entity Modifications or Additions to The Master Agreement: The following changes are modifying or supplementing the Master Agreement terms and conditions.

a. Equipment Placements: All purchases or leases made pursuant to this Participating Addendum must meet all of the following requirements:

i. Shall be from:

1. Group A, Segments 2 through 5

2. Group B, Segments 2 through 5

3. Group D, Segments 1 through 3

a. Sub-Group D1

MULTI-FUNCTION DEVICES AND RELATED

4. Group E, Segments Low through High

ii. If from: Group A, Segments 6 through 7; Group B, Segment 6; or

Group D, Segment 4, the Purchasing Entity must obtain written approval from Contract Administrator in the form of a Contract Exemption Request prior to order placement. Non-state agencies are not subject to this provision.

b. Termination (Supplements Master Agreement Terms and Conditions, Item XIV 14.6):

Termination for Lack of Funding or Authority Participating Entity, by written notice to Contractor, may terminate the whole or any part of this Participating Addendum under any of the following conditions:

a. If funding from federal, state, or other sources is not obtained or continued at levels sufficient to allow for purchase of the services or goods in the indicated quantities or term.

b. If federal or state laws or rules are modified or interpreted in a way that the services or good are no longer allowable or appropriate for purchase under this Participating Addendum or are no longer eligible for the funding proposed for payments authorized by this Participating Addendum.

c. If any license, permit, or certificate required by law or rule, or by the terms of this Participating Addendum, is for any reason denied, revoked, suspended, or not renewed.

Termination of this Participating Addendum under this subsection is without prejudice to any obligations or liabilities of either Party already accrued prior to termination.

c. Nondiscrimination and Compliance with Laws: Contractor agrees to comply with all applicable federal and state laws, rules, and policies, including those relating to nondiscrimination, accessibility, and civil rights. (See N.D.C.C. Title 34 – Labor and Employment, specifically N.D.C.C. ch. 34-06.1 Equal Pay for Men and Women.)

Contractor agrees to timely file all required reports, make required payroll deductions, and timely pay all taxes and premiums owed, including sales and use taxes, unemployment compensation and workers' compensation premiums.

Contractor shall have and keep current all licenses and permits required by law during the Term of this Participating Addendum all licenses and permits required by law.

MULTI-FUNCTION DEVICES AND RELATED

Contractor is prohibited from boycotting Israel for the duration of this Participating Addendum. (See N.D.C.C. § 54-44.4-15.) Contractor represents that it does not and will not engage in a boycotting Israel during the term of this Participating Addendum. If Participating Entity receives evidence that Contractor boycotts Israel, Participating Entity shall determine whether the company boycotts Israel. The foregoing does not apply to contracts with a total value of less than $100,000 or if Contractor has fewer than ten full-time employees.

Contractor’s failure to comply with this section may be deemed a material breach by Contractor entitling Participating Entity to terminate in accordance with the Termination for Cause section of the Master Agreement, Master Agreement Terms and Conditions, Item XIV 14.6.

d. Injunctive Relief (Supplements Master Agreement Terms and Conditions, Item XIV 14.2.3): Contractor shall immediately report to Participating Entity any and all unauthorized disclosures or uses of Participating Entity’s confidential information or proprietary information of which Contractor or its staff is aware or has knowledge. Contractor acknowledges that any unauthorized publication or disclosure of Participating Entity’s confidential information or proprietary information to others may cause immediate and irreparable harm to Participating Entity. If Contractor should publish or disclose such confidential information or proprietary information without authorization, Participating Entity shall immediately be entitled to injunctive relief or any other remedies to which it is entitled under law or equity without requiring a cure period. Contractor shall indemnify, defend, and hold harmless Participating Entity from all damages, costs, liabilities, and expenses (including without limitation reasonable attorneys’ fees) caused by or arising from Contractor’s unauthorized use or disclosure of Participating Entity’s confidential information or proprietary information. As a condition to these indemnity obligations, Participating Entity will provide Contractor with prompt notice of any claim of which Participating Entity is aware and for which indemnification shall be sought under this Participating Addendum and shall cooperate in all reasonable respects with Contractor in connection with any such claim and grants Contractor sole defense of such claims. In connection with such claims, Contractor will pay all defense costs, settlement amounts, court awarded damages (including court costs and reasonable attorneys’ fees), and third-party costs incurred by Participating Entity at the request of Contractor in connection with the defense of the claim.

e. Confidentiality (Replaces Master Agreement Terms and Conditions, Item XIV 14.2.1): Contractor shall not use or disclose any information it receives from Participating Entity under this Participating Addendum that Participating Entity has previously identified as confidential or exempt from mandatory public disclosure except as necessary to carry out the purposes of this Participating Addendum or as authorized in advance by Participating Entity. Participating

MULTI-FUNCTION DEVICES AND RELATED

Entity shall not disclose any information it receives from Contractor that Contractor has previously identified as confidential and that Participating Entity determines in its sole discretion is protected from mandatory public disclosure under a specific exception to the North Dakota public records law, N.D.C.C. CH. 44-04. The duty of Participating Entity and Contractor to maintain confidentiality of information under this section continues beyond the Term of this Participating Addendum.

f. Compliance with Public Record Laws: Under the North Dakota public records law and subject to the Confidentiality clause of this Participating Addendum, certain records may be open to the public upon request.

Public records may include: (a) records Participating Entity receives from Contractor under this Participating Addendum, (b) records obtained by either Party under this Participating Addendum, and (c) records generated by either Party under this Participating Addendum.

Contractor agrees to contact Participating Entity immediately upon receiving a request for information under the public records law and to comply with Participating Entity’s instructions on how to respond to such request.

g. Indemnification (Supplements Master Agreement Terms and Conditions, Item XII): Any attorney appointed to represent the State must first qualify as and be appointed by the North Dakota Attorney General as a Special Assistant Attorney General as required under N.D.C.C. § 54-12-08. Contractor also agrees to reimburse the State for all costs, expenses and attorneys' fees incurred if the State prevails in an action against Contractor in establishing and litigating the indemnification coverage provided herein. This obligation shall continue after the termination of this Participating Addendum.

h. Insurance (Replaces Master Agreement Terms and Conditions, Item XIII 13.2.1): Commercial general liability, including premises or operations, contractual, and products or completed operations coverages (if applicable), with minimum liability limits of $2,000,000 per occurrence.

i. Spoliation – Notice of Potential Claims: Contractor shall promptly notify Participating Entity of all potential claims that arise or result from this Participating Addendum. Contractor shall also take all reasonable steps to preserve all physical evidence and information that may be relevant to the circumstances surrounding a potential claim, while maintaining public safety, and grants to Participating Entity the opportunity to review and inspect such evidence, including the scene of an accident.

j. Severability: If any term of this Participating Addendum is declared to be illegal or unenforceable by a court having competent jurisdiction, the validity of the remaining terms is unaffected and, if possible, the rights and http://www.legis.nd.gov/cencode/t44.html

MULTI-FUNCTION DEVICES AND RELATED

obligations of the Parties are to be construed and enforced as if this Participating Addendum did not contain that term.

k. Applicable Law and Venue (Replaces Master Agreement Terms and Conditions, Item XIV 14.12): This Participating Addendum is governed by and construed in accordance with the laws of the State of North Dakota. Any action to enforce this Participating Addendum must be adjudicated exclusively in the state District Court of Burleigh County, North Dakota. Each Party consents to the exclusive jurisdiction of such court and waives any claim of lack of jurisdiction or forum non conveniens.

l. Alternative Dispute Resolution – Jury Trial: By entering this Participating

Addendum, Participating Entity does not agree to binding arbitration, mediation, or any other form of mandatory Alternative Dispute Resolution.

The Parties may enforce the rights and remedies in judicial proceedings.

STATE does not waive any right to a jury trial.

m. State Audit: Pursuant to N.D.C.C. § 54-10-19, all records, regardless of physical form, and the accounting practices and procedures of Contractor relevant to this Participating Addendum are subject to examination by the North Dakota State Auditor, the Auditor’s designee, or Federal auditors, if required. Contractor shall maintain these records for at least three (3) years following completion of this Participating Addendum and be able to provide them upon reasonable notice. Participating Entity, State Auditor, or Auditor’s designee shall provide reasonable notice to Contractor prior to conducting examination.

n. Supplemental Documents (Supplements Master Agreement Terms and

Conditions, Item VII 7.20): Any End User License Agreements (EULA’s), clickwrap agreements, or third-party software agreements required for an Order placed must be submitted to the Contract Administrator for approval.

o. Open Market Items (Supplements Exhibit A – Statement of Work, Item B.3):

The Purchasing Entity must obtain written approval from Contract Administrator in the form of a Contract Exemption Request prior to order placement for any Open Market Items. Non-state agencies are not subject to this provision.

6. Orders: Any order placed by a Purchasing Entity for a Product and/or Service available from this Master Agreement shall be deemed to be a sale under (and governed by the prices and other terms and conditions) of the Master Agreement.

All orders should contain the following (1) “PO subject to NASPO ValuePoint Contract #189398 & State Contract #131” (2) Purchaser’s Address, Contact, & Phone-Number (3) Purchase order amount (4) Type of Lease or rental and monthly payment (5) Itemized list

MULTI-FUNCTION DEVICES AND RELATED

of accessories (6) Service program and rates (7) Attached SOW Template if applicable.

7. Software: Purchasing Entities that acquire software shall be subject to the license agreements distributed with such software. Software subscriptions shall not be subject to automatic renewals, unless otherwise agreed to in an Order. Purchasing Entities shall have the option to finance software subscriptions by utilizing Contractor lease and rental rates.

Notwithstanding the foregoing, in the event of a conflict in language between an end user license agreement (EULA) and the Master Agreement, the language in the Master Agreement will supersede and control, unless otherwise agreed to by a Participating State or Entity. In addition, any language in a EULA which violates a Participating State’s constitution or a statute of that state; or violates the laws of a local entity making a purchase, will be deemed void, and of no force or effect.

8. SAAS and Data Security: Remote access to Data from outside the continental United States, including remote access to Data by authorized support staff in identified support centers, is prohibited. If Contractor is unable to comply, a Request for Exemption from Information Technology Standards or Statutory Policies (SFN 51687) must be submitted in coordination with Participating Entity and Contractor for the North Dakota Information Technology Department’s review and approval or disapproval.

9. Participating Entity Reporting Requirements: Quarterly reports will be provided by

Contractor to Participating Entity showing a summary of each sale to include Purchasing Entity, description and amount.

10. Attachments: The following attachments are subject to the Master Agreement and this

Participating Addendum:

a. Attachment 1 – Kyocera Master Lease Agreement Terms and Conditions

b. Attachment 2 - Kyocera Master Lease Agreement Schedule

c. Attachment 3 - Kyocera Lease Agreement Terms and Conditions

(FMV/$1buyout)

d. Attachment 4 - Kyocera Straight Lease Agreement Terms and Conditions

e. Attachment 5 - Kyocera Cancellable Rental Terms and Conditions

f. Attachment 6 - Kyocera Coterminous Addendum Terms and Conditions

g. Attachment 7 - Kyocera Service Maintenance Agreement

h. Attachment 8 - Kyocera Sample MPS Statement of Work

i. Attachment 9 - Kyocera Software Finance Agreement

MULTI-FUNCTION DEVICES AND RELATED

IN WITNESS, WHEREOF, the parties have executed this Addendum as of the date of execution by both parties below.

Participating Entity:

Contractor:

Signature:

Signature:

Name:

Name:

Title:

Title:

Date:

Date:

[Additional signatures may be added if required by the Participating Entity]

For questions on executing a participating addendum, please contact:

Cooperative Portfolio Manager: Joel Atkinson

Telephone: (850) 848-1250

Email: jatkinson@naspovaluepoint.org

[Please email fully executed PDF copy of this document to

PA@naspovaluepoint.org to support documentation of participation and posting in appropriate data bases.]

State of North Dakota

Abigail Dschaak

State Procurement Officer

10-21-2024

Docusign Envelope ID: 85F37CB2-F5A0-4411-A7E3-394045175747

VP of Sales

Kyocera Document Solutions America, Inc.

Gerry Mahoney

10/23/2024 mailto:jatkinson@naspovaluepoint.org mailto:PA@naspovaluepoint.org

ATTACHMENT 1 – KYOCERA MASTER LEASE AGREEMENT TERMS AND CONDITIONS

LESSEE: ___________

NASPO Master Agreement #189398 Master Lease Agreement This Master Lease Agreement (“Agreement”) is dated as of this _____________________________, 20____, and is by and between __DE Lage Landen Financial Services 1111 Old Eagle School Road, Wayne, Pennsylvania 19087 (“Lessor”) and the Lessee identif ied above (“Lessee”).

The words “you” and “your” refer to the “Lessee” and the words “we”, “us” and “our” refer to the Lessor. Please read your copy of this Agreement carefully and feel f ree to ask us any questions you may have about it. Assignee is the Third Party leasing company billing and collecting in the name of the Lessor. allowed under NASPO ValuePoint Master Agreement Terms and Conditions, Exhibit A, [Section III.D.1, to which payments are assigned.]

1. LEASE: This Agreement establishes the general terms and conditions under which we may f rom time to time lease Equipment (as hereinaf ter def ined) to you. The terms of this Agreement shall be deemed to form a part of each Schedule (the form of which is attached hereto as Exhibit A) executed by you and us which references this Agreement. “Equipment” shall mean all items of equipment described in any Schedule. You may issue Purchase Orders that incorporate by reference this Master Lease Agreement and if so incorporated by reference, each such Purchase Order will constitute a Schedule for the purposes of this Master Lease Agreement. Each Schedule shall constitute a separate Lease Agreement (“Lease”) incorporating all of the terms of this Agreement. In the event of a conf lict between the provisions of any Lease and the provisions of this Agreement, the provisions of the Lease shall prevail, providing they do not conf lict with the language in the NASPO ValuePoint Master Agreement,] in which case, the Master Agreement language shall prevail.

2. TERM AND RENT: This Agreement shall become ef fective upon acceptance and execution by us and shall remain ef fective at least until the expiration of the last Lease term under any Schedule.

Each Lease is ef fective on the date that it is accepted and signed by us, and the term of each Lease begins on that date or any later date that we designate (the “Commencement Date”) and continues thereaf ter for the number of months indicated on the Lease. 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 the Lease are paid in full. Your obligation to pay the Lease Payments and other Lease obligations are absolute and unconditional and are not subject to cancellation, reduction, setof f or counterclaim. All payments will be made to us at the above address we indicate in writing.

THIS AGREEMENT AND ALL LEASES ARE NON-CANCELABLE except as specif ied under the NASPO ValuePoint Master Agreement Terms and Conditions [Non-appropriations of Funds Section III.F.6]. The amount of each Lease Payment is based on the supplier’s best estimate of the Equipment cost including (if applicable), any installation, other related costs and estimated sales or use tax, and per the pricing in the NASPO ValuePoint Master Agreement.

3. LATE CHARGES/DOCUMENTATION FEES: If a Lease Payment is not made within 15 days of the due date, you will pay us, a late charge of 1% of the payment or an amount only to the extent permitted by law, whichever is less.

4. DELIVERY AND ACCEPTANCE: The costs of delivery and installation of the Equipment are included in the cost of the Equipment. If requested, you will sign a separate Equipment delivery and acceptance certif icate.

5. SELECTION OF EQUIPMENT/DISCLAIMER OF WARRANTIES: You have selected the Equipment and the Supplier. Assignee is not the Supplier of the Equipment and we or our Assignee are leasing the Equipment to you “AS-IS” under this Agreement. We or our Assignee MAKE NO

OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE under this Lease. We and our Assignee transfer to you for the term of a Lease all warranties, if any, made by the Supplier. YOU

ALSO ACKNOWLEDGE THAT NO ONE IS AUTHORIZED TO WAIVE OR CHANGE ANY TERM,

PROVISION OR CONDITION OF THIS AGREEMENT OR ANY LEASE AND EXCEPT FOR THE

SUPPLIER WARRANTIES, MAKE ANY REPRESENTATION OR WARRANTY ABOUT A LEASE OR

THE EQUIPMENT UNLESS SUCH IS MUTUALLY AGREED UPON AND EXECUTED IN WRITING.

WE SHALL NOT BE LIABLE FOR ANY DELAYS IN MAKING DELIVERIES OR REPAIRS NOR IN

ANY EVENT FOR SPECIAL, RESULTING OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT

OCCASIONED BY ANY BREACH OF WARRANTY OR REPRESENTATION OR RESULTING FROM

THE USE OR PERFORMANCE OF THE EQUIPMENT. YOUR OBLIGATION TO PAY IN FULL ANY

AMOUNT DUE UNDER A LEASE WILL NOT BE AFFECTED BY ANY DISPUTE, CLAIM,

COUNTERCLAIM, DEFENSE OR OTHER RIGHT WHICH YOU MAY HAVE OR ASSERT AGAINST

THE SUPPLIER.

6. TITLE, PERSONAL PROPERTY, LOCATION AND INSPECTION: Unless you have a $1.00 purchase option, we will have title to the Equipment. If you have a $1.00 purchase option and/or the Lease is deemed to be a security agreement, you grant us a security interest in the Equipment and all proceeds thereof . You have the right to use the Equipment for the full Lease term provided you comply with the terms and conditions of the Lease. Although the Equipment may become attached to real estate, it remains personal property and you agree not to permit a lien to be placed upon the Equipment or to remove the Equipment without our prior written consent. If we feel it is necessary, you agree to provide us with waivers of interest or liens, f rom anyone claiming any interest in the real estate on which any item of Equipment is located. We also have the right, at reasonable times, to inspect the Equipment.

7. USE, MAINTENANCE AND REPAIR: You are required, at your own cost and expense, to keep the Equipment in good repair, condition and working order, except for ordinary wear and tear, and you will supply all parts and servicing required. All replacement parts used or installed and repairs made to the Equipment will become our property. You may, with our prior written consent, make modif ications to the Equipment; provided such modif ications do not reduce the value or usefulness of the Equipment or result in the loss of any warranty or any certif ication necessary for the maintenance of the Equipment and such modif ications must be easily removable without causing damage to the Equipment. Before returning the Equipment, you agree to remove such modif ications and restore the Equipment to its original condition. If you fail to remove such modif ications, we are deemed the owner of such modif ications. IN THE EVENT THE LEASE PAYMENTS INCLUDE THE COST OF

MAINTENANCE AND/OR SERVICE BEING PROVIDED BY THE SUPPLIER YOU ACKNOWLEDGE

THAT OUR ASSIGNEE IS NOT RESPONSIBLE FOR PROVIDING ANY REQUIRED

MAINTENANCE AND/OR SERVICE FOR THE EQUIPMENT. YOU WILL MAKE ALL CLAIMS FOR

SERVICE AND/OR MAINTENANCE SOLELY TO THE SUPPLIER AND SUCH CLAIMS WILL NOT

AFFECT YOUR OBLIGATION TO MAKE ALL REQUIRED LEASE PAYMENTS.

8. ASSIGNMENT: YOU AGREE NOT TO TRANSFER, SELL, SUBLEASE, ASSIGN, PLEDGE OR

ENCUMBER EITHER THE EQUIPMENT OR ANY RIGHTS UNDER THIS AGREEMENT AND ANY

LEASE WITHOUT OUR PRIOR WRITTEN CONSENT (WHICH CONSENT SHALL NOT BE

UNREASONABLY WITHHELD). You agree that we may not sell, assign or transfer any Lease without notice to you, and if we do, the new owner or assignee will have the same rights and benef its that we now have but will not have to perform any of our obligations and that the rights of the new owner or assignee will not be subject to any claims, defenses, or set-of fs that you may have against us. Any such assignment, sale or transfer of a Lease or the Equipment will not relieve us of our obligations to you under the Lease.

9. REDELIVERY AND RENEWAL: Upon at least sixty (60) days but not more than ninety (90) days prior to the expiration of the Lease term, we shall advise you of the end of the Lease term options available to you in writing (email will be suf f icient for a writing). Provided you have given thirty (30) days written notice, you shall exercise your option to i) purchase the Equipment, ii) renew the Lease on a month-to-month basis, or iii) return (or make available) the Equipment to us in good repair, condition and working order, ordinary wear and tear excepted. If you fail to notify us, you will promptly make the Equipment available to us, in as good repair, condition and working order, ordinary wear and tear excepted.

10. LOSS OR DAMAGE: You are responsible for the risk of loss or destruction of , or damage to the Equipment while the Equipment is in your possession. No such loss or damage relieves you f rom any obligation under a Lease. You agree to promptly notify us in writing of any loss or destruction or damage to the Equipment and you will, at our option, (a) repair the Equipment to good condition and working order, (b) replace the Equipment with like Equipment in good repair, condition and working order, acceptable to us and transfer clear title to such replacement Equipment to us, such Equipment shall be subject to the Lease and be deemed the Equipment, or (c) pay to us the present value of the total of all unpaid Lease Payments for the full Lease term, plus the estimated fair market value of the

Equipment at the end of the originally scheduled Lease term or any End of Lease Option price stated on the Lease (“Residual”), with the accelerated Lease Payments and the Residual discounted at the lesser of (a) a per annum interest rate equivalent to that of a U.S. Treasury constant maturity obligation (as reported by the U.S. Treasury Department) that would have a repayment term equal to the remaining Lease term, all as reasonably determined by us, or (b) 3% per annum (the “Present Value Rate”), whichever is lower, whereupon the Lease shall terminate. All proceeds of insurance received by us as a result of such loss or damage will be applied, where applicable, toward the replacement or repair of the Equipment or the payment of your obligations.

11. RESERVED.

12. TAXES: You are tax exempt and shall provide a valid tax exempt certif icate upon our request.

13. RESERVED.

14. DEFAULT: You are in default of this Agreement and any Lease if any of the following occurs: a) you fail to pay any Lease Payment or other sum within forty-f ive (45) days of when due; b) you breach any representation or other obligation under this Agreement and this failure continues for forty-f ive

(45) days af ter we notify you of default; c) any guarantor dies, stops doing business as a going concern or transfers all or substantially all of such guarantor’s assets, make an assignment for the benef it of creditors and/or 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 benef it of creditors or you undergo a substantial deterioration in your f inancial condition; or d) you, voluntarily f ile or have f iled against you 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 insolvency law, or a trustee, receiver or liquidator is appointed for you or it or a substantial part of your or its assets; e) Lessee, its owner(s) or any guarantor(s) are listed on a US or foreign government sanctions list or are subject to sanctions therefrom.

15. REMEDIES: We have the following remedies if a default should occur: a) Upon written notice, declare the entire balance of the unpaid Lease Payments for the full term immediately due and payable and you agree to compensate us, not as a penalty, by paying, the sum of : (i) all past due and current Lease Payments (or other periodic payments) and charges due under this Agreement and any Schedule; (ii) the present value of all remaining Lease Payments (or other periodic payments) and charges for the remainder of the term of such Lease, discounted at the rate of four percent (4%) per annum (or the lowest rate permitted by law, whichever is higher); and (iii) immediately terminate your right to use the sof tware including the disabling (on-site or by remote communication) of any sof tware;

(iv) demand the immediate return and obtain possession of the sof tware and re-license the sof tware at a public or private sale; and/or (v) cause the sof tware supplier to terminate the sof tware license, support and other services under the sof tware license) ; vi) Charge you overdue account charges up to a maximum rate of one percent (1%) per month f rom the date of default until paid, but in no event more than the maximum rate permitted by law, whichever is less; and c) Require that you return the Equipment to us and in the event you fail to return the Equipment, enter upon the premises peaceably with or without legal process where the Equipment is located and repossess the Equipment. Such return or repossession of the Equipment will not constitute a termination of a Lease unless we expressly notify you in writing. In the event the Equipment is returned or repossessed by us and unless we have terminated the Lease, we will sell or re-rent the Equipment to any persons with any terms we determine, at one or more public or private sales, with or without notice to you, and apply the net proceeds af ter deducting the costs and expenses of such sale or re-rent, to your obligations with you remaining liable for any def iciency and with any excess being retained by us. The credit for any sums to be received by us f rom any such rental shall be discounted to the date of the agreement at six percent (6%) per year. You agree that any delay or failure to enforce our rights under this Agreement or any Lease does not prevent us f rom enforcing any rights at a later time. All of our rights are cumulative. It is further agreed that your rights and remedies are governed exclusively by this Agreement and you waive lessee’s rights under Article 2A(508-500) of the UCC.

16. PURCHASE OPTION: Upon expiration of the Lease term, provided you are not in default, you shall have the option to purchase all but not less than all of the Equipment on the terms as indicated in the End of Lease Options checked of f on the Lease. We will use our reasonable judgment to determine the Equipment’s fair market value for all FMV purchase options which shall be based on the Equipment remaining in place. Should you decide to return the Equipment at end of the contracted term, you will be provided return instructions and the Equipment will be returned to us at no expense to you.

17. RESERVED.

18. WARRANTY OF BUSINESS PURPOSE: You represent that the Equipment will be used for business purposes, and not for personal, family or household purposes.

19. UCC FILINGS AND FINANCIAL STATEMENTS: You authorize us to f ile a f inancing statement with respect to the Equipment signed by us where permitted by the Uniform Commercial Code (“UCC”) and grant us the right to sign such f inancing statement on your behalf . The f iling of a f inancing statement is not to be construed as evidence that any security interest was intended to be created, but only to give public notice of our ownership of the Equipment. If a Lease is deemed at any time to be one intended as security then you grant us a security interest in the Equipment and the proceeds f rom the sale, rent or other disposition of the Equipment. If we feel it is necessary, you agree to submit f inancial statements (audited if available) on a quarterly basis.

20. NOTICE: Written notices will be deemed to have been given when delivered personally, via e-mail or deposited in the United States mail, postage prepaid, addressed to the recipient at its address above or at any other address subsequently provided in writing.

21. UCC — ARTICLE 2A PROVISIONS: You agree that each Lease is a Finance Lease as that term is def ined in Article 2A of the UCC. You acknowledge that we have given you the name of the Supplier of the Equipment. We hereby notify you that you may have rights under the contract with the Supplier and you may contact the Supplier for a description of any rights or warranties that you may have under this supply contract.

22. CHOICE OF LAW: This Agreement and each Lease shall in all respects be interpreted and all transactions subject to this Agreement and each Lease and all rights and liabilities of the parties under this Agreement and each Lease shall be determined and governed as to their validity, interpretation, enforcement and effect by the laws of the state of the Lessee, except for local filing requirements.

23. ENTIRE AGREEMENT: SEVERABILITY; WAIVERS: This Agreement under the NASPO ValuePoint Master Agreement and each Lease contain the entire agreement and understanding of the parties. No agreements or understandings are binding on the parties unless set forth in writing and signed by the parties. Any provision of this Agreement and each Lease which for any reason may be held unenforceable in any jurisdiction shall, as to such jurisdiction, be inef fective without invalidating the remaining provisions of this Agreement and each Lease.

24. FACSIMILE DOCUMENTATION: You agree, upon our request, to submit the original of this Agreement and any schedules to the Lessor via overnight courier the same day of the facsimile or other electronic transmission of the signed Agreement and such schedules. Both parties agree that this Agreement and any schedules signed by you, whether manually or electronically, and submitted to us by facsimile or other electronic transmission shall, upon execution by us (manually or electronically, as applicable), be binding upon the parties. This lease may be executed in counterparts and any facsimile, photographic and/or other electronic transmission of this lease which has been manually or electronically signed by you when manually or electronically countersigned by us or attached to our original signature counterpart and/or in our possession shall constitute the sole original chattel paper as def ined in the UCC for all purposes (including any enforcement action under paragraph 22) and will be admissible as legal evidence thereof . Both parties waive the right to challenge in court the authenticity of a faxed, photographic, or other electronically transmitted or electronically signed copy of this Agreement and any schedule.

25. NON-APPROPROPRIATION: (Applicable only if the Lessee is a State or political subdivision of a State) You are obligated only to pay such Lease Payments under any Schedule to this Agreement as may lawfully been made f rom funds budgeted and appropriated for that purpose during your then current f iscal year. In the event you have requested and suf f icient funds shall not be appropriated or are not otherwise legally available to pay the Lease Payments required to be paid in the next f iscal year, the Schedule shall be deemed to be terminated at the end of the current f iscal year. You agree to deliver written notice to us of such termination of at least 30 days prior to the end of the current f iscal year but failure to give such notice shall not extend the Lease Schedule term beyond the current f iscal year. If a Schedule is terminated in accordance with this Section, you agree, at your cost and expense, to peaceably deliver the Equipment to us at the location or locations specif ied by us.

MASTER LEASE AGREEMENT SCHEDULE

n n n n n n n n

NASPO MASTER AGREEMENT #189398

ATTACHMENT 3 - KYOCERA LEASE AGREEMENT TERMS AND CONDITIONS

(FMV/$1BUYOUT)

Kyocera Lease Agreement Terms and Conditions (FMV/$1buyout)

1. Lease: You (the “Lessee” “you” or “your”) agree to lease f rom Kyocera Document Solutions America, Inc. (the “Lessor” and as supplier and manufacturer, the “Supplier”, “we” or “our” our “us”) the Equipment listed above and on any attached schedule (the “Lease”). Assignee is the Third Party leasing company billing and collecting in the name of the Lessor, allowed under NASPO ValuePoint Master Agreement Terms and Conditions, Section III.D.1 (“Assignee’) to which payments are assigned. If a payment is not made within 45 days of the due date, you will pay us a late charge of 1% of the payment but only to the extent permitted by law and whichever amount is less. YOU AGREE THAT NO ONE IS AUTHORIZED TO WAIVE OR CHANGE ANY LEASE TERM OR PROVISION UNLESS MUTUALLY AGREED UPON

AND EXECUTED IN WRITING.

2. Term: This Lease is ef fective 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 thereaf ter for the number of months indicated above. Lease payments are due as invoiced by us. Your obligations are absolute, unconditional, and are not subject to cancellation, reduction, setof f or counterclaim except as specif ied in the NASPO ValuePoint Master Agreement Section III.F.6.

3. Title: Unless you have a $1.00 purchase option, we will have title to the Equipment. If you have a $1.00 purchase option and/or the Lease is deemed to be a security agreement, you grant us a security interest in the Equipment and all proceeds thereof . You authorize us to f ile Uniform Commercial Code (“UCC”) f inancing statements on the Equipment.

4. Equipment Use, Maintenance and Warranties: Assignee is not the Supplier of the Equipment and We or our Assignee are leasing the Equipment to you “AS-IS”. WE or our Assignee MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. We and our Assignee transfer to you any Supplier warranties. You are required at your cost to keep the Equipment in good working condition and to pay for all supplies and repairs. The Lease Payments set forth above do not include the cost of maintenance, service, and/or supplies (“Service”), unless indicated in the above “Payment Information” box.

Notwithstanding anything to the contrary, however, you agree that the Assignee is not responsible for providing such Service for the Equipment and you will make all claims related to Service to the Supplier. No one may alter the terms of this Lease or make any promises or arrangements that alter our rights or your obligations under this Lease. You agree that you are expressly assuming any risks arising from such Supplier’s inability to deliver such Service, under any circumstance, including, without limitation, such Supplier’s financial condition or its inability to repair or service the Equipment. You agree that any claims related to Service will not impact your obligation to pay all Lease payments when due.

5. Assignment: You agree not to transfer, sell, sublease, assign, pledge or encumber either the Equipment or any rights under this Lease without our prior written consent (which consent shall not be unreasonably withheld). You agree that we may not sell, assign, or transfer the Lease without notice to you, an if we do, the new owner will have the same rights and benef its we now have and will not have to perform any of our obligations and the rights of the new owner will not be subject to any claims, defenses, or setof fs that you may have against us or any supplier. Any such assignment, sale or transfer of a Lease or the Equipment will not relieve us of our obligations to you under the Lease.

6. Risk of Loss You are responsible for providing protection of the Equipment f rom damage, destruction or loss of any kind while the equipment is in your possession. If the Equipment is damaged, destroyed or lost, you agree to continue to pay the amounts due and to become due hereunder without setof f or defense.

7. Taxes: You are tax-exempt and shall provide a valid tax exempt certif icate upon our request.

8. Default and Remedies: You are in default on this Lease if : a) you fail to pay a Lease payment or any other amount within forty-f ive (45) days of when due; or b) you breach any other obligation under the Lease and this failure continues for forty-f ive (45) days af ter we notify you of default. If you are in default on the Lease we may: (i) declare the entire balance of unpaid Lease payments for the full Lease term immediately due and payable to us and you agree to compensate us, not as a penalty, by paying, the sum of : (i) all past due and current Lease Payments (or other periodic payments) and charges due under this Agreement and any Schedule; (ii) and charges for the remainder of the term of such Lease, discounted at the rate of four percent (4%) per annum (or the lowest rate permitted by law, whichever is lower); and (iii) the present value (at the same discount rate as specif ied in clause (ii) above) of the amount of any purchase option with respect to the Equipment, and with respect to any sof tware) immediately terminate your right to use the sof tware including the disabling (on-site or by remote communication) of any sof tware; (iv) demand the immediate return and obtain possession of the software and re-license the sof tware at a public or private sale; and/or (v) cause the sof tware supplier to terminate the sof tware license, support and other services under the sof tware license); (vi) charge you overdue account

ATTACHMENT 3 - KYOCERA LEASE AGREEMENT TERMS AND CONDITIONS

(FMV/$1BUYOUT)

charges up to the maximum rate of one percent (1%) per month f rom the date of default until paid, but in no event more than the maximum rate permitted by law, whichever is less; and (vii) require that you promptly return the Equipment to us or we may peaceably repossess it. Any return or repossession will not be considered a termination or cancellation of the Lease. If the Equipment is returned or repossessed we will sell or re-rent the Equipment at terms we determine, at one or more public or private sales, with or without notice to you, and apply the net proceeds (af ter deducting any related expenses) to your obligations. You remain liable for any def iciency with any excess being retained by us. You agree that if notice of sale is required by law to be given, 10 days’ notice will constitute reasonable notice. All of our rights are cumulative. It is further agreed that your rights and remedies are governed exclusively by this Agreement and you waive lessee’s rights under Article 2A(508-500) of the UCC.

9. End of Lease, Return, Purchase Option, and Renewal: Upon at least 60 days but not more than 90 days prior to the expiration of the initial lease term (or any renewal term), WE shall advise you of the end of the Lease term options available to you in writing (email will be suf f icient for writing). Provided you have given thirty (30) days written notice, you shall exercise your option to i) purchase the Equipment, ii) renew the Lease on a month-to-month basis, or iii) return (or make available) the Equipment to us in good repair, condition and working order, ordinary wear and tear excepted. If you fail to notify us, you will immediately make the Equipment available to us, in good repair, condition and working order, ordinary wear and tear excepted. Should you decide to return the Equipment at the end of the contracted term, you will be provided return instructions and the Equipment will be returned to us at no expense to you.

10. Miscellaneous: You agree that the Lease is a Finance Lease as def ined in Article 2A of the Uniform Commercial Code (“UCC”). You acknowledge that we have given you the Equipment supplier’s name. We hereby notify you that you may have rights under the supplier’s contract and may contact the supplier for a description of these rights. You agree that we are authorized, without notice to you, to supply missing information or correct obvious errors in the Lease. This Lease was shall be governed and construed in accordance with the laws of state of the Lessee. You consent to the non-exclusive jurisdiction, personal or otherwise, in any State Courts in such state. You (i) that the Equipment will only be used for business purposes and not for personal, family, or household use, and will not be moved f rom the above location without our consent, and (ii) this Lease may be executed in counterparts and any facsimile, photographic or other electronic transmission and/or electronic signing of this Lease by you when manually countersigned by us or attached to our original signature counterpart and/or in our possession shall constitute the sole original chattel paper as def ined in the UCC for all purposes and will be admissible as legal evidence thereof . At our option, we may require a manual signature. We may inspect the Equipment during the Lease term. We shall not be liable to you for indirect, special, or consequential damages. No failure to act shall be deemed a waiver of any rights hereunder.

11. NON-APPROPROPRIATION: (Applicable only if the Lessee is a State or political subdivision of a State) You are obligated only to pay such Lease Payments under any Schedule to this Agreement as may lawfully been made f rom funds budgeted and appropriated for that purpose during your then current f iscal year. In the event you have requested and suf f icient funds shall not be appropriated or are not otherwise legally available to pay the Lease Payments required to be paid in the next f iscal year, the Schedule shall be deemed to be terminated at the end of the current f iscal year. You agree to deliver written notice to us of such termination of at least 30 days prior to the end of the current f iscal year but failure to give such notice shall not extend the Lease Schedule term beyond the current f iscal year. If a Schedule is terminated in accordance with this Section, you agree, at your cost and expense, to peaceably deliver the Equipment to us at the location or locations specif ied by us.

ATTACHMENT 4 - KYOCERA STRAIGHT LEASE AGREEMENT TERMS AND CONDITIONS

Kyocera Straight Lease Agreement Terms and Conditions NASPO Master Agreement #189398

Please read YOUR copy of this Lease Agreement carefully and feel f ree to ask US any questions YOU may have about it.

Words “YOU” and “YOUR” refer to the “Customer” and the words “WE”, “US” and “OUR” refer to Kyocera Document Solutions America, Inc. (the “Company” and as supplier and manufacturer, the “Supplier”). Assignee is the Third Party leasing company billing and collecting in the name of the Lessor allowed under NASPO ValuePoint Master Agreement Terms and Conditions, Section III.D.1 (“Assignee”) to which payments are assigned.

1. LEASE: WE agree to lease to YOU and YOU agree to lease f rom US, the equipment listed above on any attached schedule, including all replacement parts, repairs, additions and accessories (“Equipment”).

2. TERM: This Lease Agreement is ef fective on the date that it is accepted and signed by US, and the term of this Lease Agreement begins on that date or any later date that WE designate (the “Commencement Date”) and continues thereaf ter for the number of months indicated above. Your obligation to pay the Lease Payments and YOUR other Lease Agreement obligations are absolute and unconditional and are not subject to cancellation, reduction, setof f or counterclaim except as specif ied under the NASPO ValuePoint Master Agreement Section III.F.6. All payments will be made to US at the address indicated or any other place WE indicate in writing. THIS AGREEMENT IS NON-CANCELABLE. The amount of each Lease Payment is based on the supplier’s best estimate of the Equipment cost including (if applicable), any installation, other related costs.

3. LATE CHARGES/DOCUMENTATION FEES: If a Lease Payment is not made within 45 days of the due date, YOU will pay US, a late charge of 1% of the payment but only to the extent permitted by law, whichever is less.

4. DELIVERY AND ACCEPTANCE: The costs of delivery and installation of the Equipment are included in the cost of the Equipment. If requested, YOU will sign a separate Equipment delivery and acceptance certif icate.

5. USE, MAINTENANCE, REPAIR, SUPPLIES AND WARRANTIES: YOU have selected the Equipment and the Supplier. Assignee is not the Supplier of the Equipment and WE or our Assignee are leasing the Equipment to YOU “AS- IS”.