HomeMy Public PortalAbout137-2015 - Ricoh - 1 year copier and maintenance contractORIGINAL
AGREEMENT
THIS AGREEMENT made and entered into this 4 ay of f'x1 , 2016, and referred to as
Contract No. 137-2015 by and between the City of Richmond, Indiana, a municipal corporation acting
by and through its Board of Public Works and Safety (hereinafter referred to as the "City") and RICOH
USA, INC., 6680 Poe Avenue, Suite 100, Dayton, Ohio, 45414 (hereinafter referred to as the
"Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide "Silver Service" maintenance coverage for the RICOH copier
located at the Richmond Street Department (the "Project") for the 2016 calendar year.
City requested a quote from Contractor as a sole -source provider and Contractor's quote is attached
hereto as "Exhibit A", which Exhibit consists of five (5) pages, is hereby incorporated by reference and
made a part of this Agreement. Contractor agrees to comply with all terms and conditions contained in
Exhibit A.
Should any provisions, terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the provisions,
terms, or conditions of this Agreement, this Agreement shall be controlling.
The Contractor shall furnish all labor, material, equipment, and services necessary for the proper
completion of all services. Contractor shall exercise the same degree of care, skill and diligence in the
performance of its services as is ordinarily possessed and exercised by a member of the same profession,
currently practicing, under similar circumstances. No other warranty, express or implied, is included in
this Agreement or in any drawing, specification, report, opinion or other instrument of service, in any
form or media; produced in connection with the services.
No work or performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance;
2. The City is in receipt of any required affidavit signed by Contractor in accordance
with Indiana Code 22-5-1.7-11(a)(2); and
3. A purchase order has been issued by the Purchasing Department.
SECTION II. STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent Contractor and is not an employee or agent of the City
of Richmond. The Contractor shall provide, at its own expense, competent supervision of its services.
SECTION III. COMPENSATION
City shall pay Contractor the quoted base amount of Forty-four Dollars and Forty Cents ($44:40) per
quarter as described on Contractor's quote for the satisfactory performance of this Agreement. This shall
include four thousand (4,000) copies per quarter with overage copies charged at $.0111 per copy.
Contract No. 137-2015
Pagel of 5
SECTION IV. TERM OF AGREEMENT
This Agreement shall become effective January 1, 2016, and shall continue in effect until December 31,
2016.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in part, for
cause, at any time by giving at least five (5) working days written notice specifying the effective date and
the reasons for termination which shall include but not be limited to the following:
a. failure, for any reason of the Contractor to fulfill in a timely and proper manner its obligations
under this Agreement;
b. submission by the Contractor to the City of reports that are incorrect or incomplete in any
material respect;
c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant funding to the City under which this Agreement is
made; or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make payment for all work performed prior
to the effective date by Contractor, but shall be relieved of any other responsibility herein.
This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties by
setting forth the reasons for such termination, the effective date, and in the case of partial termination, the
portion to be terminated.
SECTION V. INDEMNIFICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to person or
property or any other claims which may arise from the Contractor's conduct or performance of this
Agreement, either intentionally or negligently; provided, however, that nothing contained in this
Agreement shall be construed as rendering the Contractor liable for acts of the City, its officers, agents, or
employees. Contractor shall as a prerequisite to this Agreement, purchase and thereafter maintain such
insurance as will protect it from the claims set forth below which may arise out of or result from the
Contractor's operations under this Agreement, whether such operations by the Contractor or by any sub-
contractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts the
Contractor may be held responsible.
Coverage
Limits
A. Worker's Compensation & Statutory
Disability Requirements
B. Employer's Liability $100,000
Page 2 of 5
C. Comprehensive General Liability
Section 1. Bodily Injury
Section 2. Property Damage
D. Comprehensive Auto Liability
Section 1. Bodily Injury
Section 2. Property Damage
$1,000,000 each occurrence
$2,000,000 aggregate
$1,000,000 each occurrence
$1,000,000 each person
$1,000,000 each occurrence
$1,000,000 each occurrence
E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$2,000,000 each aggregate
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall, before
commencing performance under this Agreement, provide the City a certificate of insurance, or a
certificate from the industrial board showing that the Contractor has complied with Indiana Code Sections
22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and therefore subject to
another state's worker's compensation law, Contractor may choose to comply with all provisions of its
home state's worker's compensation law and provide the City proof of such compliance in lieu of
complying with the provisions of the Indiana Worker's Compensation Law.
SECTION VH.. PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana --Code 22-9-1-10, Contractor, any sub -Contractor, or any person acting on
behalf of Contractor or any sub -Contractor shall not discriminate against any employee or
applicant for employment to be employed in the performance of this Agreement, with respect to
hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly
related to employment, because of race, religion, color, sex, disability, national origin, or
ancestry.
B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees:
That in the hiring of employees for the performance of work under this Agreement of any
subcontract hereunder, Contractor, any subcontractor, or any person acting on behalf of
Contractor or any sub -contractor, shall not discriminate by reason of race, religion, color,
sex, national origin or ancestry against any citizen of the State of Indiana who is qualified
and available to perform the work to which the employment relates;
2. That Contractor, any sub -contractor, or any person action on behalf of Contractor or any
sub -contractor shall in no manner discriminate against or intimidate any employee hired
for the performance of work under this Agreement on account of race, religion, color,
sex, national origin or ancestry;
3. That there may be deducted from the amount payable to Contractor by the City under this
Agreement, a penalty of five dollars ($5.00) for each person for each calendar day during
Page 3 of 5
which such person was discriminated against or intimidated in violation of the provisions
of the Agreement; and
That this Agreement may be canceled or terminated by the City and all monies due or to
become due hereunder may be forfeited, for a second or any subsequent violation of the
terms or conditions of this section of the Agreement.
C. Violation of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
SECTION VIII. IRAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in investment
activities in Iran. In the event City determines during the course of this Agreement that this certification
is no longer valid, City shall notify Contractor in writing of said determination and shall give contractor
ninety (90) days within which to respond to the written notice. In the event Contractor fails to
demonstrate to the City that the Contractor has ceased investment activities in Iran within ninety (90) days
after the written notice is given to the Contractor, the City may proceed with any remedies it may have
pursuant to IC 5-22-16.5. In the event the City determines during the course of this Agreement that this
certification is no longer valid and said determination is not refuted by Contractor in the manner set forth
in IC 5-22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement
and terminate the agreement upon the expiration of the ninety (90) day period set forth above.
SECTION IX. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS
Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility status
of all newly hired employees of the. contractor through the Indiana E-Verify program. Contractor is not
required to verify the work eligibility status of all newly hired employees of the contractor through the
Indiana E-Verify program if the Indiana E-Verify program no longer exists. Prior to the performance of
this Agreement, Contractor shall provide to the City its signed Affidavit affirming that Contractor does
not knowingly employ an unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event
Contractor violates IC 22-5-1.7 the Contractor shall be required to remedy the violation not later than
thirty (30) days after the City notifies the Contractor of the violation. If Contractor fails to remedy the
violation within the thirty (30) day period provided above, the City shall consider the Contractor to be in
breach of this Agreement and this Agreement will be terminated. If the City determines that terminating
this Agreement would be detrimental to the public interest or public property, the City may allow this
Agreement to remain in effect until the City procures a new contractor. If this Agreement is terminated
under this section, then pursuant to IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for
actual damages.
SECTION X. RELEASE OF LIABILITY
Contractor hereby agrees to release and hold harmless the City and all officers, employees, or agents of
the same from all liability for negligence which may arise in the course of Contractor's performance of its
obligations pursuant to this Agreement.
SECTION XI. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of its rights
or obligations hereunder without the prior written consent of the other party. It shall be controlled by
Indiana law and shall be binding upon the parties, their successors and assigns. It constitutes the entire
Page 4 of 5
Agreement between the parties, although it may be altered or amended in whole or in part at any time by
filing with the Agreement a written instrument setting forth such changes signed by both parties.
This Agreement may be simultaneously executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and suit arising under
this Contract, if any, must be filed in said courts. The parties specifically agree that no arbitration or
mediation.shall be required prior to the commencement of legal proceedings in said Courts.
Any person executing this Contract in a representative capacity hereby warrants that he has been duly
authorized by his or her principal to execute this Contract.
In the event of any breach of this Agreement by Contractor, and in addition to any other damages or
remedies, Contractor shall be liable for all costs incurred by City due to the enforcement of this
Agreement, including but not limited to City's reasonable attorney's fees, whether or not suit is filed.
In the event that an ambiguity or question of intent or a need for interpretation of this Agreement arises,
this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of
this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of the day
and year first written above, although signatures may be affixed on different dates.
"CITY"
THE CITY OF RICHMOND,
INDIANA BY AND THROUGH ITS Board of
Public Works and Safety
By:
qIU &Z�60�—
Vicki Robinson, President
By:
By:
"CONTRACTOR"
RICOH USA, INC.
6680 Poe Avenue, Suite 100
Dayton, OH 45414
Printed: -roh;g 2a n f)1, ACr"
Title: d kyl
S
APPROVED:: . . te:
Snow,
Date: f - 2 1� - 14
Page 5 of 5
ORDER AGREEMENT
Sale Type: Service 0----
ORDER AGREEMENT CONSISTS OF THIS PAGE AND THE TERMS AND CONDITIONS ATTACHED
BILL TO INFORMATION
CustomrLegal Name:
CITY OF RICHMOND
AddressUne1:
50 N 5TH STREET
Contact
VICKI ROBINSON
Address ins 2:
DEPARTMENT OF FINANCE AND
Phone:
765-983-7209
City:
RICHMOND
E-mail:
STIZIp: IN 47374 County:
Fax:
BILLING INFORMATION
Chuck All That Apply:
❑ PO Ircluded PO # ❑ PS Service (Subject to and governed by additional Terms and Conditions)
❑ Sale --Tax Exempt (Attach Valid Exemption Certificate) ❑ rr Services (Subject to and governed by additional Terms and Conditions)
❑ Syndcation ❑ Fixed Service Charge ❑ Add 7o Existing Service Contract #
SERVICE INFORMATION
Service Term (Months)
Base Billing Frequency
Overage Billing Frequency
12
QUARTERLY
QUARTERLY
Service Type
Guaranteed Group Total Allowance
(Pe/Sus 6arne F-9-Ae)
Group Overages
Service Base
(Pr 8"D mm r"c7mmY)
SILVER
BAN
N/A
Black whit.
NIA
$
N/A
Color
NA/
Color
NIA
SHIP TO INFORMATION
CustomerName:
CITY OF RICHMOND
Address Line 1:
700 RICHMOND AVE Contact
BILL SMITH
Address Line 2:
STREET DEPT Phone:
765-983-7225
City
RICHMOND a=mail:
ST 12ip: I IN 47374 county: Fax:
PRODUCT INFORMATION
Product Description
LIST ONLY MAINFRAMES
CITY
Service Level
BM
Allowance
(Px airs 9aey
Pnw�+xrl
BM Ovg
Allowance
(PN Bu�8e6�y
ProqueneyJ
Color
Ovg
Service
Base
(Per Bare
eAV
-wa^-9)
Sell Price
Extended
Sell Price
MP2550SP C24026194
1
SILVER
4.000
0.011100
N/A
NIA
44.4
$ -
SHIP TO INFORMATION
Customer Name:
Address Line 1:
Contact
Address Line 2:
Phone:
Clty:
E-mail:
ST / Zip: I lCounty:
Fax:
Product Description
LIST ONLY MAINFRAMES
QTY
Service Level
rnvuut:
BNY
Allowance
(Per9ase &kng
Frsauenm
I INFORMATION
Color
B1W Ovg Allowance Color
(PerBua enrrp pvg
FieQasnc7�
Service
Base
(Parsecs
�+D
fieWenry)
Sell Price
Extended
S011 Price
SHIP TO INFORMATION
Customer Name:
Address Line 1:
Contact
Address Line 2:
Phone:
City.
E-mail:
ST I Zip: County:
Fax:
PRODUCT INFORMATION
B1N►
Product Description Allowance
LIST ONLY MAINFRAMES QTY service Level
(Paraue&avrD
fraDurnarl
8AN Ovg
color
Allowance Color
(Pa9uaBrlGrp Ov 9
Fnqusnay)
Service
Base
(Para.
�`�
Frequency)
Sell Price
Extended
Sell Price
ORDER TOTALS
Service Type Offerings. Product Total:
Gold: Includes all supplies and staples. Excludes paper. BASIC CONNECTIVITY / PS ! IT Services
Silver. Includes all supplies. Excludes paper and staples. Buyout After Promotions:
Bronze: Parts and labor only. Excludes paper, staples and supplies.
Additional Provisions: Grand Total: (Excludes Tax) :
REWRITE OF EXINSTING CONTRACT 2262928 EFFEC77VE 9116115
t t:KMS AND CONDITIONS MAINTENANCE SERVICE ONLY
omer may acquire maintenance services ('Services"} for equipment, software and/or hardware products from Ricoh USA, Inc. ("Ricoh") by executing and delivering to Ricoh this Order for
ptance.
and Acceptance. Unless otherwise agreed upon by both parties in wrrting, (a) delivery of products identified on this Order ('Products') to common carrier or, in the case of an arrant;
by a local Ricoh installation vehicle, actual delivery by such vehicle to Customer shipping point, shall constitute delivery to Customer, and (b) Customer shall be responsible for
on, transportallon and rigging expenses, Customer agrees to confirm delivery of all Products when the same is delivered by signing a delivery and acceptance certificate or wrdl
acknowledgement,
mLurat s. tat i nis V rder identifies the specific Products to be serviced ('Serviced Products'). Ricoh will repair or replace in accordance w5h the terms and conditions of this Order and the
manufacturer's ape cations any part of the Serviced Products that becomes unserviceable due to normal usage (other than consumable supplies),
exchange basis and will be new, reconditioned or used. Except for hard drives on Customer -owned equipment, entReplacement parts rty be furnished on an
eq pment, all parts removed due to replacement will become the property of Ricoh.
(b) The Services provided by Ricoh under an Order will not include the following: 0i repairs resulting from misuse (including without limitation improper voltage or the use of supplies that do not
conform to the manufacturer's spermcations), or the failure to provide, or the failure of, adequate electrical power, air conditioning or humidity control; (i) repairs made necessary by service
performed by persons other than Ricoh representatives; (tTi) service tails or work which Customer requests to be performed outside of Normal Business Hours (defined below) (unless covered
under an extended hour service contract) and Service calls or work which Customer requests to be performed on Ricoh Ho5day3 (defined below); (v) removable cassette, copy cabinet exit
trays, or any ltem not related to the mechanical or electrical operation of the Serviced Products; (v) consumable supplies such as paper or staples, unless expressly provided for in the Order, (vi)
repairs and/or service caps resuWng from attachments not purchased from Ricoh; (vb) any software, system support or related connectivity unless specified in writing by Ricoh; (va) parts no
longer available from the applicable manufacturer, (rx) electrical work extemal to the Serviced Products, including problems resulting from overloaded or improper circuits; (x) insfavili p a de
installation and/or movement of the Serviced Products from one location to another unless specified in writing by Ricoh; and (xi) repairs of damage a increase in service lime caused by force
mejeure events. Damage to Service Products or parts arising from causes beyond the control of Ricoh are not covered by this Order. Ricoh may terminate As Service obligations under this
Order for Serviced Products that have been modified, damaged, altered or serviced by personnel other than those employed by Ricoh.
Service C"I(si. Service caps will be made during 9:00am — 5:00pm local service time. Monday through Friday ('Normal Business Hours') at the installation address shown this Order. Service
does not Include coverage on Ricoh holidays, which Include New Years Day, Memorial Day, 4th of July, Labor Day, Thanksgiving, the day after Thanksgiving and Christmas Day (collectively,
"Ricoh Holidays'). Travel and labor -time for the service calls after Normal Business Hours, on weekends and on Ricoh Holidays, if and when available and only in the event and to the extent that
Ricoh agrees to provide such non-standard coverage, will be charged at overtime rates in effect at the time the service call is made. Customer is responsible for disconnecting, repairing and re-
connecting unauthorized attachments or components.
Service Charges. (a) Service charges (`Service Charges") will be set forth on this Order and Will be payable by the Customer in advance. Service Charges will not include any charges for
repairs or Service that are otherwise covered by the applicable manufacturers limited. warranty during the period covered by any such warranty, to the extent Ricoh has agreed with such
manufacturer not to charge a customer for any such charges. Additionally, Service necessitated as a result of inadequate key operator involvement, operator caused damage, lack of
recommended service, or use of inadequate or incompatible supplies may result in Service being rendered on a time -and -material basis in addition to the Service Charges. Customer
acknowledges and agrees that n alterations, attachments, specification changes, or use by Customer of sub -standard supplies that cause excessive service calls may require an increase in
Service Charges; 0) the transfer of the Serviced Products from the location indicated on this Order may result in an increase of Service Charges or the termination of the Order, and (ii) the
Toner Inclusive Program (if applicable) is based on manufacturer supply consumption rates. Delivery of supplies will not exceed agreed upon usage. Consumption of covered supply products
varying significantly from expected usage may result in,addifional charges for supplies. Customer agrees to pay when due, all taxes, where applicable, related to this Order, excluding taxes on
the income of Ricoh. Customer shall be responsible for any costs related to freight (including fuel surcharges, which may be Imposed from time to time), postage/mailing expense (meterrentals)
and/or administrative and processing fees and, to the extent Ricoh pays such costs, Customer shall immediately reimburse Ricoh.
(b) Service Charges are based on standard 8.5x11 Images. Ricoh reserves the right to assess additional images charges for non-standard images, including 11x17 images. Customer
acknowledges that pricing is based on the prevailing rates at the time of the contract. Unless otherwise expressly agreed to in writing, if the term of this Order exceeds twelve (12) months, the
Service Charges and any rate expressly stated in this Order may be increased by Ricoh up to ten percent (10%) annually for each year beyond the initial twelve (12) month period, and Customer
expressly consents to such adjustment without additional notice.
This Order shag become effective on the effective date of the Order and shall continue for the term identified in this Order. At the expiration of the initial term or any extended term of this
it will automatically, subject to applicable law and without further action required by either party, renew for an additional twelve (12) month period, provided that Customer is not then in
L The contracted rate will be'adjusted to Ricoh's then -prevailing rates, to be reflected in an automatic Increase as of the renewal date, and Customer expressly consents to such
ment without additional notice.
Early Termfnatlon. Customer may terminate the Services provided under this Order prior to its maturity so long as Customer is not then in default and provides Ricoh at least thirty (30) days
prior written notice, For. an Order having an initial term of at least thirty-six (36) months, Customer shah pay to Ricoh, as liquidated damages and not as a penalty, the following early termination
fee (Termination Feel: () if the termination occurs in months one (1) through twelve (12) of the term of such Order, an amount equal to twelve (12) times the 'Monthly Service Charge' (as
defined below) payable under such Order, n if the termination occurs in months thirteen (13) through twenty-four (24), an amount equal to nine (9) times the Monthly Service Charge; and (ill) 5
the termination occurs anytime after the twenty-fourth (24th) month, an amount equal to the lesser of six (6) times the Monthly Service Charge or the number of months remaining under the then
current term of such Order. For an Order having an initial term of less than thirty-six (36) months, the Termination Fee shall be equal to the lesser of six (6) times the base Monthly Service
Charge or the number of months remaining under the initial term of such Service Order. For the purposes herein, the'Monthly Service Charge' shall equal () the base monthly Service Charge
set forth In this Order, or (11) In the event this Order does not contain a base monthly Service Charge, the average monthly Order charges for the sbx (6) month period prior to the date of
'ustomers termination. If such termination date occurs less than six (6) months after the effective date of the Order, the Monthly Service Charge wig be equal to the average monthly Order
barges for the number of months the Order was in effecL
P2v—nt Risk of Lost Taxes.. Payment terms are net ten (10) days. Customer agrees to pay Ricoh a late charge of one and one-half percent (1.5%) per month on any unpaid amounts or the maximum allowed by law, whichever is less, and in addition shelf pay Ricoh all costs and expenses of collection, or in the enforcement of Ricoh's rights hereunder, including, but not limited to
reasonable Internal and external legal costs, whether or not suit is brought. All remedies hereunder or at law are cumulative; provided, however, that the sole remedy of Customer for an)
Services not performed in accordance with the Service standards set forth In this Order shall be the prompt and proper re -performance of such Services at no additional charge. Unless
otherwise agreed upon by both parties in writing, Customer assumes all risk of theft kiss or damage, no matter how occasioned, to all Products covered by this Order following delivery by Ricoh
to common carrier or, In the case of an arranged delivery by a local Ricoh installation vehicle, delivery by such vehicle to Customer shipping point. Except to the extent of any applicable and
validated exemption, Customer agrees to pay any applicable taxes that are levied on or payable as a result of the use, sate, possession or ownership of the Products and/or Services covered
hereunder, other than income taxes of Rlooh, In addition, Customer shall be responsible for paying all shipping and handling changes for toner, even if this Order is a toner inclusive contract as
set forth on this Order, in accordance with the terms stated on the invoice.
cult In addition to any other rights or remedies which either party may have under this Order or atlaw or equity, either party shall have the right to cancel the Services Provided under t
er immediately: () If the other party fails to pay any fees or charges or any other payments required under this Order when due and payable, and such failure continues for a period of I
I days after being notified in writing of such failure; or (b) H the other party fats to perform or observe any other material covenant or condition of this Order, and such failure or breach st
tine un-remedied for a period of thirty (30) days after such party is notified in writing of such failure or breach; or (Ii) if the other party becomes insolvent, dissolves, or assigns its assets
benefit of its creditors, or files or has filed against it any bankruptcy or reorgandation proceeding. Except as expressly permitted by this Order, no refund or credit WilI be given for any as
iination of the Services or any renewal thereof. If Customer defaults in its obligations hereunder, Ricoh may, in addition to any other remedies available at law or equity, require Customer
iediate[y pay to Ricoh all past due payments under all Orders, and the early termination fee described in the Early Termination Section above.
r
rrditionin . Reconditioning and similar major overhauls of Serviced Products maybe covered by applicable manufaclurerwaranlies, but are not covered by this Order. If Ricoh determines
su-h actions may be necessary as a result of normal wear and tear of materials and age factors caused by normal usage in order to keep the Serviced Products in working condition, Ricoh
utmi to Customer an estimate of the needed repairs and the cost for such repairs (which costs win be in addition to the Service Charges payable underthis Order).
ineerina Changes. Engineering changes, determined applicable by Ricoh, will be controlled and installed by Ricoh. Engineering changes which provide additional capabilities to the Ricoh
ipment (defined below) covered herein will be made at Customer's request at Ricoh's applicable time and material rates then in effect
Use Of Recommended fes: Meter Readings: ORemote. (a) It is not a condition of this Order that Customer use only Ricoh -provided supplies. If Customer uses other than manufacturer
recommended supplies, Inducting paper, developer, toner, and fuser oil, and if such supplies are defective or not acceptable for use on the Serviced Product or cause abnormally frequent
service calls or service problems, then Ricoh may, at its option, assess a surcharge or terminate the applicable Order with respect to such Serviced Product. If so terminated, Customer will be
offered Service on a'Per Cal' basis at Ricoh's then-prevaling time and material rates.
(b) if Ricoh determines that Customer has used more supplies then the manufacturer's recommended specifications as provided by Ricoh, Customer will pay reasonable charges for those
excess supplies andior Ricoh may refuse Customer additional supply shipments. Customer agrees to provide Ricoh true and accurate meter readings monthly and in any reasonable manner
requested by Ricoh, whether via telephone, email or otherwise. If accurate meter readings are not provided on a timely basis, Ricoh reserves the right to estimate the meter readings from
previous meta readings and Customer agrees to pay Service Charges based on such estimated meter reads. Appropriate adjustments will be made to subsequent billing cycles following receipt
of actual and accurate meter readings.
(c) As part of its Services, Ricoh may, at is discretion and dependent upon device capabilities, provide remote meter reading and equipment monitoring services using its @Remote solution.
This may allow for automated meter reading and submission, automatic placement of low toner alerts, automatic placement of service calls In the event of a critical Product failure and may
enable fmnvare, upgrades. The meter count and other information collected by @Remote ('Dotal is sent via the Internet to remote servers some of which may be located outside the U.S.
@Remote cannot and does not collect Customer document content or user Information. Ricoh uses reasonably available technology to maintain the security of the Data; however,
Customer acknowledges that no one can guaranty security of information maintained on computers and on the internet. Ricoh retains full rights to the Data (but not Customer documents or
information), which it or is authorized third parties may use to service the Serviced Products: Ricoh may also use the Data for its normal business purposes including product development and
marketing research, however, the Data will not be provided to market research consultants in a forth that personally identifies the Customer. Ricoh may dispose of the Data at any time and
without notice. The @Remote technology is the confidential and proprietary information of Ricoh and/or its licensors protected by copyright, trade secret and other laws and treaties. Ricoh retains
full Uge, ownership and all intellectual property tights in and to @Remote. In the event Customer does not rely on automatic meter reading devices or equipment monitoring services; Ricoh
reserves the right to assess a surcharge for manual meter reads in additional to the Service Charges.
Customer Oblfastlons. Customer agrees to provide a proper place for the use of the Serviced Products, including but not limited to, electric service, as specified by the manufacturer. Customer
will provide adequate facr'frties (at no charge) for use by Ricoh representatives In connection with the Service of the Serviced Products hereunder within a reasonable distance of the Serviced
Products. Customer agrees to provide such access to its facilities, networks and systems as may be reasonably necessary for Ricoh to perform its Services, including but not limited to'360
degree' service access to the Serviced Products. Customer will provide a key operator for the Serviced Products and wIll make operators available for instruction in use and care of the Serviced
Products. Unless otherwise agreed upon by Ricoh In writing or designated in this Order, all supplies for use with the Serviced Products will be provided by Customer and Well be available 'on site
for servicing. Customer agrees that any systems utilizing similar supplies must be covered under similar inclusive service programs.
u_aara management Ine parties acknowledge and agree that Ricoh shall have no obligation to remove, delete, preserve, maintain or otherwise safeguard any information, images or content
retained by or resident in any Serviced Products, whether through a digital storage device, hard drive or other electronic medium ('Date Management Services'. If desired, Customer may
engage Ricoh to perform Data Management Services at then-prevalling rates. Customer acknowledges that Customer is responsible for ensuring its own compliance with legal requirements in
connection with data retention and protection and that Ricoh does not provide legal advice or represent that the Serviced Products will guarantee compliance with such requirements. The
selection, use and design of any Data Management Services, and any decisions arlsing with respect to the deletion or storage of data, as well as the loss of any data resulting therefrom, shall be
the sole and exclusive responsibility of Customer.
' t f , t
turns: Damaged products, No Products may be returned without Ricoh's prior written consenL Only consumable goods invoiced wthin sifdy (50) days will be considered for return.
damaged Products or delay in delivery shall be deemed waived unless made in writing, delivered to Ricoh w thin five (5) days after raceipt of Products.
Warranty .Ricoh agrees to perforn its Services in a professional manner, consistent with applicable industry standards. For any Products manufactured by Ricoh ('Ricoh Equipment), Ricoh
further warrants that, at the time of delivery and for a Period of ninety (90) days thereafter the Ricoh Equipment will be In good working order and will be free from any defects in material and
workmanship. Ricoh's obligations under this warranty are limited solely to the repair or replacement (at Ricoh's option) of parts proven to be detective upon inspection. The foregoing warranty
shall not apply (a) d the Ricoh Equipment is installed, wired, modified, altered, moved of serviced by anyone other than Ricoh, or, (b) If the Ricoh Equipment is instated, stored and utilized and/or
maintained in a manner not consistent with Ricoh specifications or (c) If a defective or improper non -Ricoh accessory or supply or part is attached to or used in the Ricoh Equipment, or (d) if the
Ricoh Equipment Is relocated to any place where Ricoh services are not available. CUSTOMER ACKNOWLEDGES THAT THE LIMITED WARRANTY CONTAINED HEREIN DOES NOT
ASSURE UNINTERRUPTED OPERATION AND USE OF THE RICOH EQUIPMENT. In connection with any other Product safe, Ricoh shall transfer to Customer any Product warranties made
by the applicable Product manufacturer, to the exlent transferable and without recourse. Physical of electronic copies of any applicable Product warranty will be delivered by Ricoh to Customer
only upon Customers spedr[cwrtten request EXCEPT AS EXPRESSLY SET FORTH IN THIS ORDER, RICOH DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR
IMPLIED, OF ANY NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR USE, OR FITNESS FOR A
PARTICULAR PURPOSE. RICOH SHALL NOT BE RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR LOST PROFITS, LOSS OF REVENUE, OR ANY SPECIAL, EXEMPLARY,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING OUT OF OR IN ANY MANNER CONNECTED WITH THIS ORDER, OR
THE SUBJECT MATTER HEREOF, OR THE USE OR PERFORMANCE OF THE RICOH EQUIPMENT OR THE LOSS OF USE OF THE RICOH EQUIPMENT, REGARDLESS OF THE FORM
OF ACTION AND WHETHER OR NOT SUCH PARTY HAS BEEN INFORMED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES. RICO)-rS TOTAL
AGGREGATE LABILITY TO CUSTOMER, IF ANY, UNDER THIS ORDER, SHALL IN NO EVENT EXCEED THE TOTAL FEES PAID TO RICOH THEREUNDER DURING THE ONE-YEAR
PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE. IN NO EVENT SHALL RICOH BE LIABLE TO CUSTOMER FOR ANY DAMAGES RESULTING FROM OR RELATED TO
ANY FAILURE OF ANY SOFTWARE PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, OR DELAY OF DELIVERY OF SERVICES UNDER THIS ORDER.
RICOH ASSUMES NO OBLIGATION TO PROVIDE OR INSTALL ANY ANTi-VIRUS OR SIMILAR SOFTWARE AND THE SCOPE OF SERVICES CONTEMPLATED HEREBY DOES NOT
INCLUDE ANY SUCH SERVICES. Customer must comply with any applicable ficense agreement or license terms relating to intangible property or associated services included in any Products,
such as periodic software licenses and/or prepaid data base subscription rights ('Software License), whether Pursuant to written, click -through, shrink-wrap or other agreements for such
purpose, with the third Party supplier of the software CSofl"ra Supplier'), Ricoh has no right. tide or interest in any third party software. Customer is solely responsible for entering into Software
Licenses with the applicable Software Supplier.
Assignment: ft= Maieure. Customer shall neither assign any right or interest arising under this Order nor delegate any obligations hereunder without the
prior written consent of Ricoh. Ay
such attempted assignment or delegation shall be vold. Ricoh shall be excused from any delay or failure in performance of the Services under this Order for any period if such delay or failure is
caused by any event of force majeure or other similar factors beyond its reasonable control.
Advice of Counsel. Customer represents and warrants that it has obtained or has had the opportunity to obtain the advice of legal counsel of its choice prior to executing this Order and thereby
executes this Order knowingly and willingly after receiving such legal advice.
Governing Draw; EnVre Agreement. This Order shall be governed by and construed and Interpreted in accordance with the laws of the Commonwealth of Pennsylvania without regard to its
conflict of laws principles. The parties hereto also agree to submit to the non-exclusive jurisdiction of the courts of the Commonwealth of Pennsylvania to resolve any action under this Order. The
Uniform Computer Information Transactions Act shall not apply to this Order. This Order constitutes the entire agreement between the parties with respect to the subject matter contained in this
Order, supersedes all proposals, oral and written, and all other communications between the parties relating to the Products; and may not be amended except in writing signed by an officer or
authorized representative of Ricoh. Customer agrees and acknowledges that It has not relied on any representation, warranty or provision not expleilly contained in this Order, whether In wetting,
electronicaly communicated or In oral form. Any and all representations, promises, warranties, or statements, including by not limited to, statements or representations made in sales
presentations or sales proposals, by any Ricoh agent, employee or representative that differ in any way from the terns of this Order shall be given no force or effect. This Order shall be
govemed solely by these terms and conditions, notwithstanding the inclusion of any additional or different terms and conditions in any order document of any kind issued by Customer at any
time. Purchase Orders issued by Customer for Products and/or Services from Ricoh, even if they do not expressly reference or incorporate this Order, shall be subject to this Order and service
only to identify the Products and/or Services ordered and shall not be deemed to alter or otherwise modify the terms and conditions of this Order. The delay or failure of either party to enforce at
any time any of the Provisions of this Order shall in no way be construed to be a waiver of such provision or affect the fight of such party thereafter to enforce each and every provision of this
Order. If any provision of this Order is held to be invalid or unenforceable, this Order shag be construed as though it did not contain the particular provision held to be invalid or unenforceable.
Ricoh may accept or reject any order In the exercise of its discretion and may rely upon each order submitted by Customer as a binding commitment. No beef, general or trade custom or usage
or course of prior dealings between the parties shall be relevant to supplement or explain any term used herein. This Order may be executed in one or more counterparts which, taken together,
shall constitute one and the same original document. Any notices required under this Order should be sent to: 3920 Arkwright Road Macon, GA 31210 Attn: Quality Assurance,
Name:
Version # 1.1
RICoh USA, I
llll LRIPM�'FA,M1!9 SS 1p 11111