HomeMy Public PortalAbout047-2017 - IT - Ricoh - Black & White PrinterAGREEMENT
THIS AGREEMENT made and entered into this day of , 2017, and referred to
as Contract No. 47-2017 by and between the City of Richmon , 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., 2850 Presidential Drive, Suite 120, Fairborn, Ohio, 45324 (hereinafter referred
to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to furnish one (1) RICOH MP C3004 Digital Color Multi -Functional
Printer ("Equipment") and to provide "Gold Service" maintenance coverage services for the
Richmond Street Department (the "Project").
The Indiana State Quantity Purchase Agreement Vendor and Commodity List containing Indiana
State Pre -Approved Equipment Pricing Bids (hereinafter "QPA Bid List") was examined by the
Information Technology Department. The QPA Bid List is on file in the Richmond Information
Technology Department, is hereby incorporated by reference, and made a part of this Agreement.
Contractor agrees to comply with all terms and conditions contained therein. Pursuant to Indiana
guidelines, a City may opt to use the State QPA Bid List when purchasing and may request price
quotes for specific quantities of items of equipment and/or commodities as an alternative to the
standard bid procedures.
Contractor's Response (Quote 13915) to the Richmond Information Technology Department's
specific inquiry is attached hereto as "Exhibit A", which Exhibit is dated March 8, 2017, consists of
seven (7) 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. Delivery of any Equipment
that does not meet all specifications listed on "Exhibit A" and as further provided in the State QPA
bid will be considered a breach of this Agreement.
Contractor shall not modify or alter any standard warranty from the manufacturer of the above -
described Equipment. Nothing contained herein shall prevent Contractor from providing any
additional or supplemental warranty in addition to that provided by the Manufacturer. Further,
Contractor shall provide City with copies of its warranty upon receiving a written or verbal request to
receive such warranty.
The Contractor shall furnish all labor, material, equipment, and services necessary for the proper
completion of all services.
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.
Contract No. 47-2017
Page 1 of 6
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 a total amount not to exceed Four Thousand Three Dollars and Sixty
($4,003.60) for the purchase of the Equipment pursuant to this Agreement. City shall also pay
Contractor the quoted rates for the Gold service maintenance at the rates of $0.004 for black and
white copies and the rate of $0.04 for color copies as described on Contractor's quote, estimated to
be the amount of $16.40 per quarter, for the satisfactory performance of this Agreement.
SECTION IV. TERM OF AGREEMENT
This Agreement shall become effective when signed by all parties and, for purposes of the purchase
of the Equipment, shall continue in effect until delivery and acceptance of the Equipment.
Otherwise, this Agreement shall continue in effect until the completion of the Project, not to exceed
sixty (60) months from the date of purchase of the Equipment.
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.
Page 2 of 6
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
A. Worker's Compensation &
Disability Requirements
B. Employer's Liability
C. Comprehensive General Liability
Section 1. Bodily Injury
Section 2. Property Damage
D. Comprehensive Auto Liability
Section 1. Bodily Injury
Section 2. Property Damage
Limits
Statutory
$100,000
$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.
Page 3 of 6
SECTION VII. 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;
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 which such person was discriminated against or intimidated in violation of
the provisions of the Agreement; and
4. 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.
Page 4 of 6
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 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.
Page 5 of 6
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
i
By:
Vicki Robinson, President
"CONTRACTOR"
RICOH USA, INC.
2850 Presidential Drive, Suite 120
Fairborn, Ohio, 45324
By; �:e�Printed:`. -cam Z
Richard Foore, Member
By: — Title: a
Anthony L oster, II, Member
APPROV
Date: d ul '0
Date: mot' I av I Do
Page 6 of 6
Quote for the City of Richmond, Indiana
March 8, 2017
This quote utilizes the State of Indiana QPA Contract 13915 pricing for all equipment and service listed.
Equipment
1. Ricoh MP C3004 Digital Color Multi Function Printer
a. 30 Pages Per Minute
b. 2 Paper Trays
c. Internal Finisher
d. Fax
e. Hard Drive Surrender of existing equipment is included
Purchase - $4,003.60
Service
Gold "Usage Only" Maintenance Agreement
The Gold option includes parts, labor, chemical supplies (i.e., fuser oil, toner and developer), and
Staples. Paper is excluded. Service will be performed by Ricoh customer service technicians.
With this Usage Only agreement you will be billed only for actual copies made each quarterly billing
period. There is no base charge or minimum copy requirement. The service agreement will be
offered at a fixed rate of $0.004 for B&W copies and $0.04 for color copies for 60 months from the
date of purchase.
Authorized Ricoh Agent
Mark Johnson
Major Account Executive
RICOH USA, INC.
2850 Presidential Drive, Suite 120
Fairborn, Ohio, 45324
Phone: 937-374-5152
Mobile: 937-776-6703
Mark.Johnson6@ricoh-usa.com
www.ricoh-usa.com
RKOH
Imagine. Change
x BIT PACE OF
RIGOH
ORDER AGREEMENT Sale Type :CASH
Sale Type: I CASH
ORDER AGREEMENT CONSISTS OF THIS PAGE AND THE TERMS AND CONDITIONS
BILL TO INFORMATION
Customer Legal Name: RICHMOND, CITY OF
Address Line 1: 50 N 5TH ST
Contact: Kouns,Randy
Address Line 2:
Phone: (765)983-7381
City: RICHMOND
E-mail: rkouns@richmondindiana.gov
ST / Zip: IN/47374-4247
County: WAYNE
Fax:
ADDITIONAL ORDER INFORMATION
Check All That Apply:
* Sales Tax Exempt (Attach Valid Exemption Certificate) 0 Fixed Service Charge ❑ Add to Existing Service Contract #
❑ PO Included PO# ❑ PS Service (Subject to and governed by separate Statement of Work)
❑ Syndication ❑ IT Service (Subject to and governed by separate Statement of Work)
SERVICE INFORMATION
Service Term Months
Base Billing Fre uenc
Overage Billing Frequency
60 Months
QUARTERLY
MONTHLY
SHIP TO INFORMATION
Customer Name: CITY OF RICHMOND
Address Line 1: 700 RICHMOND AVE
Contact:
Kouns,Randy
Address Line 2: STREET DEPT
Phone:
(765)983-7381
City: RICHMOND
E-mail:
rkouns@richmondindiana.gov
ST / Zip: IN/47374-2843
I County: WAYNE
Fax:
PRODUCT INFORMATION
B/W
Color
Service
Extended
Product Description
Qty
Service
Allowance
B1W Ov 9
Allowance
Color
Ov
Base
(Per BaseBilling
Sell Price
Sell Price
Type
(Per Base Billing
(Per Base Billing
g
Frequency)
Frequency)
Frequency)
RICOH MPC3004
1
Gold
N/A
$0.0040
N/A
$0.0400
$4,003.60
$4,003.60
BRANDING SET
BASIC CONNECTIVITY / PS / IT SERVICES INFORMATION
BASIC CONNECTIVITY / PS / IT Services Description
Qty
Sell Price
Extended Sell Price
TS NETWORK & SCAN CONNECT - SEG BC2
1
1 $150.00
$150.00
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:-:?C iiL�T P�1C �OF
RICOH
ORDER TOTALS
Service Type Offerings:
Product Total:
$4,003.60
Gold: Includes all supplies and staples.
BASIC CONNECTIVITY / PS / IT
$150.00
Excludes paper.
Services:
Silver: Includes all supplies. Excludes paper and
Buyout:
$0.00
staples.
Bronze: Parts and labor only. Excludes paper,
staples and supplies.
Grand Total: (Excludes Tax)
$4,153.60
Additional Provisions:
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RIGOH
Customer may acquire equipment, software, and/or hardware products ("Products") and maintenance services ("Services") from Ricoh USA, Inc.
("Ricoh") by executing and delivering to Ricoh this Order for acceptance.
Order; Delivery and Acceptance. Each Order for Products must identify the Products, the Product delivery location and the applicable Product charges.
Ricoh will not be obligated to sell or deliver Products where such information is not provided in the applicable Order. Customer shall be responsible for all
installation, transportation and rigging expenses. Customer agrees to confirm delivery of all Products covered by each Order when the same is delivered
by signing a delivery and acceptance certificate or written delivery acknowledgement. Payment for accepted purchased Products will be due and payable
in accordance with this Agreement and shall not be contingent on installation of software or performance of Professional Services. Orders shall not be
cancelable by Customer following acceptance by Ricoh. Ricoh reserves the right to make Product deliveries in installments. All such installments shall be
separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Customer of its
obligation to accept remaining installments and remit payments as invoiced by Ricoh. Ricoh reserves the right at any time to revoke any credit extended
to Customer because of Customer's failure to pay for any Products when due or for any other credit reason.
Services. (a) Each Order for Services must identify the specific Services to be performed, including, if applicable, the equipment to be serviced (the
"Serviced Products"), the Term (defined in Section 3) of the Service engagement, the location at which Services shall be performed and the applicable
Service Charges (defined in Section 4) for such Order. Ricoh will not be responsible to provide Services for Serviced Products in the event the Term and
location(s) are not identified on the Order accepted by Ricoh.
(b) For maintenance and repair Services, Ricoh will repair or replace in accordance with the terms and conditions of this Agreement and the
manufacturer's specifications, any part of the Serviced Products that becomes unserviceable due to normal usage (other than consumable supplies).
Replacement parts will be furnished on an exchange basis and will be new, reconditioned or used. All parts removed due to replacement will become the
property of Ricoh.
(c) The maintenance and repair Services provided by Ricoh under an Order will not include the following: (i) repairs resulting from misuse (including
without limitation improper voltage or the use of supplies that do not conform to the manufacturer's specifications) or the failure to provide, or the failure of,
adequate electrical power, air conditioning or humidity control; (ii) repairs made necessary by service performed by persons other than Ricoh
representatives; (iii) unless covered under an extended hour service contract, service calls or work which Customer requests to be performed outside of
Normal Business Hours (defined below) and Service calls or work which Customer requests to be performed on Ricoh Holidays (defined below); (iv)
removable cassette, copy cabinet, exit trays, or any item not related to the mechanical or electrical operation of the Serviced Products; (v) consumable
supplies such as paper, staples, clear toner and white toner, unless expressly provided for in the applicable Order; (vi) repairs, service calls and/or
connectivity of attachments not purchased from Ricoh; (vii) any software, system support or related connectivity unless specified in writing by Ricoh; (viii)
parts no longer available from the applicable manufacturer; (ix) electrical work external to the Serviced Products, including problems resulting from
overloaded or improper circuits; (x) installation or de -installation and/or movement of the Serviced Products from one location to another unless specified
in writing by Ricoh; (xi) repairs of damage or increase in service time caused by force majeure events; (xii) reconditioning and similar major overhauls of
Serviced Products; (xiii) any 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 ("Data Management Services"), unless
Customer engages Ricoh to perform such Data Management Services at then -prevailing rates pursuant to an Order for such purpose; and (xiv)
engineering changes which provide additional capabilities to the Ricoh Equipment (defined in Section 13) covered herein unless made at Customer's
request and paid at Ricoh's applicable time and material rates then in effect. Damage to Serviced Products or parts arising from causes beyond the
control of Ricoh are not covered by this Agreement. Ricoh may terminate its Service obligations under any Order for Serviced Products that have been
modified, damaged, altered or serviced by personnel other than those employed by Ricoh.
Service Calls. Unless otherwise specified in an Order, service calls will be made during 9:OOam - 5:OOpm local service time, Monday through Friday
("Normal Business Hours") at the installation address shown on the applicable Order. Service does not include coverage on Ricoh holidays, which include
New Year's 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.
While on -site at any Customer location, Ricoh personnel shall comply with Customer's reasonable policies pertaining to access, security and use of
Customer sites and systems, provided that such policies are provided to Ricoh in advance and in writing and do not conflict with the terms and conditions
of this Agreement.
Service Charges. (a) Service charges ("Service Charges") will be set forth on an Order. Service Charges will not include any charges for repairs or
Service that are otherwise covered by the applicable manufacturer's 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. Customer acknowledges and agrees that: (i) alterations, attachments,
specification changes, or use by Customer of sub -standard supplies that cause excessive service calls may require an increase in Service Charges; (ii)
the transfer of the Serviced Products from the location indicated on the applicable Order may result in an increase of Service Charges or the termination
of the Order; and (iii) to the extent that Customer requests that Ricoh registers with a third -party vendor prequalification service and Ricoh agrees to
register, Customer will be charged for Ricoh's registration and any other related fees for registering with such service and this Agreement shall be the only
terms and conditions to govern such registration and service. Customer shall be responsible for any costs related to freight (including fuel surcharges,
which may be imposed from time to time), postage/mailing expense (meter rentals) and/or administrative and processing fees and, to the extent Ricoh
pays such costs, Customer shall immediately reimburse Ricoh.
(b) Unless otherwise specified in an Order, 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 Order.
Unless otherwise expressly agreed to in writing, if the Term (defined below) 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 fifteen percent (15%) of the then -current Service Charges and rates annually for each year
beyond the initial twelve (12) month period, and Customer expressly consents to such adjustment without additional notice.
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Term; Early Termination. Each Order shall become effective on the date that Ricoh accepts the Order, and shall continue for the term identified in the
Order. At the expiration of the term identified in the Order, it will automatically renew for successive twelve (12) month periods unless notice of termination
as specified below is given. The duration of the initial term and any extension or renewal thereto are collectively referred to as the "Term." Customer may
terminate any Order under this Agreement for convenience prior to expiration of its Term so long as Customer is not then in default and provides Ricoh at
least thirty (30) days prior written notice. Ricoh may terminate any Order under this Agreement for convenience prior to expiration of its Term so long as
Ricoh is not then in default and provides Customer at least sixty (60) days prior written notice. Should Customer elect to terminate an Order for
convenience that has a Term of at least thirty-six (36) months, Customer shall pay to Ricoh, as liquidated damages and not as a penalty, an early
termination fee in accordance with the following ("Termination Fee"): (i) if the termination occurs in months one (1) through twelve (12) of the Term, an
amount equal to twelve (12) times the Monthly Service Charge (as defined below); (ii) if the termination occurs in months thirteen (13) through twenty-four
(24) of the Term, an amount equal to nine (9) times the Monthly Service Charge; and (iii) if the termination occurs anytime after the twenty-fourth (24th)
month of the Term, 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 a Term of less than thirty-six (36) months, the Termination Fee shall be equal to the lesser of six (6) times the
Monthly Service Charge or the number of months remaining under the Term of such Order. For the purposes herein, the "Monthly Service Charge" shall
equal (i) the base monthly Service Charge set forth in the Order; or (ii) in the event the Order does not contain a base monthly Service Charge, the
average monthly Order charges for the six (6) month period prior to the date of Customer's termination. If such termination date occurs less than six (6)
months after the effective date of the Order, the Monthly Service Charge will be equal to the average monthly Order charges for the number of months the
Order was in effect.
Payment; Taxes. Payment terms are net ten (10) days. If invoices are unpaid and overdue, 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 shall 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. Ricoh has no obligation to use Customer's invoicing or billing portals, processes, methods or invoicing formats specific to
Customer billing requirements. All remedies hereunder or at law are cumulative. 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, sale, possession or ownership of the Products and/or
Services covered hereunder, other than income taxes of Ricoh.
Title; Risk of Loss. Unless otherwise agreed upon by both parties in writing, Products are deemed delivered and title passes to Customer: (i) upon
delivery by Ricoh to common carrier; or (ii) in the case of an arranged delivery by a local Ricoh installation vehicle, upon delivery by such vehicle to
Customer shipping point. Upon delivery in either case, Customer assumes all risk of theft, loss or damage to the Products, no matter how occasioned.
Default. In addition to any other rights or remedies which either party may have under this Agreement or at law or equity, either party shall have the right
to cancel the applicable Services specified in an Order made pursuant to this Agreement immediately: (i) if the other party fails to pay any fees or charges
or any other payments required under the Order when due and payable, and such failure continues for a period of ten (10) days after being notified in
writing of such failure; or (ii) if the other party fails to perform or observe any other material covenant or condition of this Agreement as incorporated into
the Order, and such failure or breach shall continue un-remedied for a period of thirty (30) days after such party is notified in writing of such failure or
breach; or (iii) if the other party becomes insolvent, dissolves, or assigns its assets for the benefit of its creditors, or files or has filed against it any
bankruptcy or reorganization proceeding. Failure to permit Ricoh to repair or replace the Serviced Products shall constitute a material breach of this
Agreement and excuse Ricoh from any and all future performance hereunder. Except as expressly permitted by this Agreement, no refund or credit will
be given for any early termination of this Agreement or any Order. If Customer defaults in its obligations hereunder, Ricoh may, in addition to any other
remedies available at law or equity, require Customer to immediately pay to Ricoh all past due payments under all Orders, and the Termination Fee.
Use of Recommended Supplies; Meter Readings. (a) It is not a condition of this Order that Customer use only Ricoh -provided supplies. If Customer
uses other than manufacturer -recommended supplies, including paper, developer, toner, and fuser oil, and if such supplies are defective or not
acceptable for use on the Serviced Products 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 Products. If so terminated, Customer will be offered Service on a "per call"
basis at Ricoh's then -prevailing time and material rates. If Ricoh determines that Customer has used more Ricoh -provided supplies than the
manufacturer's recommended specifications, then Customer will pay reasonable charges for those excess supplies and/or Ricoh may refuse Customer
additional supply shipments.
(b) Customer is required to provide Ricoh actual and accurate meter readings in accordance with the billing schedule set forth on an Order. Ricoh may, at
its discretion and dependent upon Serviced Product capabilities, collect remote meter readings and utilize equipment monitoring services using automatic
meter reading solutions ("AMR"). 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 Serviced Product failure and may enable firmware upgrades. The meter count and other information
collected by AMR ("Data") is sent via the internet to remote servers some of which may be located outside the U.S. AMR cannot and does not collect
Customer document content. 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 its 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 any non -Ricoh third party in a form
that personally identifies the Customer. Ricoh may dispose of the Data at any time and without notice. AMR 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 title, ownership and all
intellectual property rights in and to AMR.
(c) If an actual and accurate meter reading is not supplied to Ricoh in accordance with the billing schedule set forth on an Order, Ricoh may calculate an
estimated meter reading from previous meter readings and Customer agrees to pay Service Charges based on such calculated estimate. Appropriate
adjustments will be made by Ricoh in a subsequent billing cycle following Customer providing actual and accurate meter readings. If Ricoh contacts
Customer to obtain a meter reading, then Ricoh may assess an administrative fee in an amount equal to fifteen dollars ($15.00) per meter reading
collected per billing period for the time and expense associated with meter collection activity in addition to the Service Charges. If Ricoh visits Customer
location to obtain a meter reading, Ricoh may assess a fee according to the hourly service charge rate.
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Customer Obligations. 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 facilities (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 the applicable Order, all supplies for use with the Serviced
Products will be provided by Customer and will be available "on site" for servicing. Customer agrees that (i) any equipment not serviced by Ricoh which
utilizes identical supplies to the Serviced Products must be covered under a separate inclusive non -Ricoh service program; and (ii) any Serviced Products
under one Ricoh Service Level may not utilize any supplies provided to other Serviced Products with a different Ricoh Service Level (i.e., no sharing of
supplies across different Ricoh Service Levels).
Insurance. Each party certifies that it maintains, through self-insurance or otherwise, reasonable amounts of general liability, auto and personal property
insurance, and workers' compensation insurance in the amount required by law, and that such insurance will remain in effect during the Term of an Order.
Such insurance shall be primary and non-contributory. Limits provided may not be construed to limit liability. General liability insurance shall include the
other party as an additional insured and contain no exclusions for cross liability between insureds. Upon request, each party agrees to deliver the other
party evidence of such insurance coverage. Failure to maintain adequate insurance does not relieve liability under this Agreement.
Indemnification. Each party ("Indemnifying Party") shall indemnify, defend and hold harmless the other ("Indemnified Party") from all third -party claims
incurred by the Indemnified Party arising out of the death or bodily injury of any agent, employee, or business invitee of the Indemnified Party, or the
damage, loss, or destruction of any tangible property of the Indemnified Party to the extent proximately caused by the negligent acts or omissions or willful
misconduct of the Indemnifying Party, its employees, or agents. Without intending to create any limitation relating to the survival of any other provisions
of this Agreement, Ricoh and Customer agree that the terms of this paragraph shall survive the expiration or earlier termination of this Agreement. Each
party shall promptly notify the other in the event of the threat or initiation of any claim, demand, action or proceeding to which the indemnification
obligations set forth in this Section may apply.
Limitations. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR
INDIRECT DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR CUSTOMER'S
PAYMENT OBLIGATIONS HEREIN AND ANY LIABILITY RESULTING FROM THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9
HEREIN, THE AMOUNT OF ANY DIRECT LIABILITY OF A PARTY TO THE OTHER OR ANY THIRD -PARTY, FOR ONE OR MORE CLAIMS ARISING
FROM OR RELATING TO THIS AGREEMENT, SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT PAID TO RICOH FOR THE
PERFORMANCE OF SERVICES UNDER THIS AGREEMENT DURING THE SIX-MONTH 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 AGREEMENT. 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.
Returns; Damaged Products. No Products may be returned without Ricoh's prior written consent. Only consumable goods invoiced within sixty (60)
days will be considered for return. On authorized returns, Customer agrees to pay a restocking charge equivalent to thirty percent (30%) of the purchase
price. Products returned without written authorization from Ricoh may not be accepted by Ricoh and is the sole responsibility of Customer. All nonsaleable
merchandise (that has been opened or partially used) will be deducted from any credit due to Customer. All claims for damaged Products or delay in
delivery shall be deemed waived unless made in writing and delivered to Ricoh within five (5) days after receipt of Products.
Warranty. Ricoh agrees to perform its Services in a professional manner, consistent with applicable industry standards. Ricoh will re -perform any
Services not in compliance with this warranty and brought to Ricoh's attention in writing within a reasonable time, but in no event more than thirty (30)
days after such Services are performed, which shall be an exclusive remedy for such non-compliance. 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 defective upon inspection. The foregoing warranty shall not apply if (a) the Ricoh Equipment is
installed, wired, modified, altered, moved or serviced by anyone other than Ricoh, (b) the Ricoh Equipment is installed, stored and utilized and/or
maintained in a manner not consistent with Ricoh specifications, (c) a defective or improper non -Ricoh accessory or supply or part is attached to or used
in the Ricoh Equipment, or (d) 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 sale, Ricoh shall transfer to Customer any Product warranties made by the applicable Product
manufacturer, to the extent transferable and without recourse, and Ricoh makes no additional warranty or guaranty with respect to any such third -party
Products. Physical or electronic copies of any applicable Product warranty will be delivered by Ricoh to Customer only upon Customer's specific written
request. Customer agrees to comply with any applicable license agreement or license terms relating to intangible property or associated services included
in any Serviced Products or Products, such as 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 licensor of the software ("Software Supplier"). Ricoh has no right, title or
interest in any third -party software. Customer is solely responsible for entering into Software Licenses with the applicable Software Supplier and
acknowledges that its rights and obligations with respect to such software as well as those of the Software Supplier are solely as set forth in such
Software Licenses. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, 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.
Assignment; Force Majeure. Customer shall neither assign any right or interest arising under this Agreement nor delegate any obligations hereunder,
whether voluntarily or by process of law, without the prior written consent of Ricoh. Any such attempted assignment or delegation shall be void. Ricoh
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shall not be liable for failure to deliver or delays in delivery of Products or Services occasioned by causes beyond Ricoh's control, including without
limitation, strikes, lockout, fires, embargoes, war or other outbreak of hostilities, inability to obtain materials or shipping space, receipt of orders in excess
of Ricoh's or its supplier's then -scheduled production capacity, machinery breakdowns, delays of carrier or suppliers, governmental acts and regulations,
unavailability of Services, personnel or materials or other causes beyond Ricoh's control.
Non -Solicitation; Independent Contractors. Customer agrees that during the Term of any Order and for a period of one (1) year after termination or
expiration of the last Order to be executed hereunder, it shall not directly or indirectly solicit, hire, or otherwise retain as an employee or independent
contractor any employee of Ricoh that is or was involved with or part of the Services. The relationship of the parties is that of independent contractors.
Electronic Signatures. Each party agrees that electronic signatures of the parties on this Agreement and any Order will have the same force and effect
as manual signatures.
Governing Law; Entire Agreement. This Agreement 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 Agreement. The Uniform Computer Information Transactions Act shall
not apply to this Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained in this
Agreement, supersedes all proposals, oral and written, and all other communications between the parties relating to the Products and Services and may
not be amended except in writing and signed by an officer or authorized representative of both parties. Customer agrees and acknowledges that it has not
relied on any representation, warranty or provision not explicitly contained in this Agreement, whether in writing, electronically communicated or in oral
form. Any and all representations, promises, warranties, or statements by any Ricoh agent, employee or representative, including but not limited to,
statements or representations made in sales presentations or sales proposals that differ in any way from the terms of this Agreement shall be given no
force or effect. In the event of any conflict or inconsistency betweens the terms and conditions set forth in this Agreement and those contained in any
Order, the terms and conditions of the Order shall control; provided, however, purchase orders issued to Ricoh for Products and/or Services, even if they
do not expressly reference or incorporate this Agreement, shall: (i) be subject to this Agreement; (ii) serve only to identify the Products and/or Services
(along with pricing and quantities) ordered; and (iii) not be deemed to alter or otherwise modify the terms and conditions of this Agreement. The delay or
failure of either party to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of such provision or affect
the right of such party thereafter to enforce each and every provision of this Agreement. If any provision of this Agreement is held to be invalid or
unenforceable, this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable. Ricoh may
accept any Order under this Agreement by either its signature or by commencing performance (e.g. Product delivery, initiating Servihm—, etc.). 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 local,
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. Ricoh
shall comply with all applicable laws in its performance under this Agreement in delivering Products and Services. This Agreement may be executed in
one or more counterparts which, taken together, shall constitute one and the same original document. Any notices required under this Agreement should
be sent to: Ricoh USA, Inc., 3920 Arkwright Road Macon, GA 31210 Attn: Quality Assurance.
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