HomeMy Public PortalAbout103-2018 - Ricoh - Computer Supplies,GREQ„,E„r ORIGINAL
THIS AGREEMENT made and entered into this A-2-- day of June, 2018, by and between the
City of Richmond, Indiana, a municipal corporation acting by and through its Board of Sanitary
Commissioners, with its office at 50 North 5t' Street, Richmond, Indiana, 47374 (hereinafter
referred to as "City") and Ricoh USA, Inc., 70 Valley Stream Parkway, Malvern, PA 19355
(hereinafter referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor for leasing, with an option to purchase, three (3) printers for use at
the Richmond Sanitary District, with one (1) printer in the lab area, one (1) printer in the IPB for
operations and one (1) printer at the maintenance garage for maintenance. This Agreement is for
a period of sixty (60) months, at which time the City has an option to purchase the three (3)
printers at the cost of One Dollar ($1.00).
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
Richmond Sanitary District. The QPA Bid list is on file in the Richmond Sanitary District, 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 (Indiana QPA Contract #13915) to City's Richmond Sanitary District's
specific inquiry is attached hereto as Exhibit "A", which Exhibit is dated February 20, 2018, and
consists of twelve (12) pages, and is hereby incorporated by reference and made a part of this
Agreement. Contractor agrees to comply with all terms and conditions contained in Exhibit
44"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, when requested, provide the phone call, text message or email specified by
City.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance and/or
warranties;
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 the work.
Contract No. 103 -2018
Page 1 of 7
SECTION III. COMPENSATION
City shall pay Contractor a total sum not to exceed Three Hundred Thirty -Two Dollars and
Ninety Cents ($332.90) per month for a term of sixty (60) months, at which time City has the
option to pay Contractor the sum of One (1) Dollar to purchase the equipment set forth in Exhibit
«A",
SECTION W. TERM OF AGREEMENT
This Agreement shall become effective upon the date last signed by the last party to sign and
shall continue in effect for the next sixty (60) months.
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 manner
its obligations under this Agreement;
b. submission of a report, other work product, or advice, whether oral or written, by the
Contractor to the City that is incorrect, incomplete, or does not meet reasonable
professional standards 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 date this Agreement is terminated, 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
Page 2 of 7
Disability Requirements
B. Employer's Liability
C. Comprehensive General Liability
Section 1. Bodily Injury
Section 2. Property Damage
D. Comprehensive Auto Liability (if applicable)
Section 1. Bodily Injury
Section 2. Property Damage
$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 work 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 VII. 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.
Page 3 of 7
Page 4 of 7
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. PRORMITION 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;
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
That this Agreement may be canceled or terminated by the City and all money
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.
Page 5 of 7
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 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. Any such
delegation or assignment, without the prior written consent of the other party, shall be null and
void. This Agreement shall be controlled by and interpreted according to Indiana law and shall
be binding upon the parties, their successors and assigns. This document 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. By executing this Agreement the parties agree that this document supersedes any
previous discussion, negotiation, or conversation relating to the subject matter contained herein.
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 any suit
arising out of this Contract 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. By executing this Agreement, Contractor is estopped from bringing suit or any other
action in any alternative forum, venue, or in front of any other tribunal, court, or administrative
body other than the Circuit or Superior Courts of Wayne County, Indiana, regardless of any right
Contractor may have to bring such suit in front of other tribunals or in other venues.
Any person executing this Contract in a representative capacity hereby warrants that he/she 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 in its efforts to enforce this
Agreement, including but not limited to, City's reasonable attorney's fees.
In the event that an ambiguity, 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.
Page 6 of 7
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 Sanitary Commissioners
By: /
Sue Miller, President
B:
an Baks i, ice- resident
1.0
Greg Stiens, Member
"CONTRACTOR"
RICOH USA, INC.
By:
Printed: -D6n Pl c r ajoDmIA
Title: a4A!q e� -TCc-60JW G Se.
Date:
APPROVEI?'— _
i tc
Sn ayorCity ohm nd, Indiana
Date: ( U
Page 7 of 7
RICO"
Ricoh USA, Inc. Product Schedule Protlucf Schedule Number:
70 Valley Stream Parkway —
Malvern, PA 19355 with Purchase Option Master Lease Agreement Number. -
This Product Schedueo with Purchase Option (this "Schedule) is between Ricoh USA, Inc. ("ae" or "us") and RICHMOND, CITY OF
as customer or lessee ("Custonnce' or "you!). This
Schedule constitutes a "Schedule," "Product Schedule." or "Order Agreement," as applicnblq under the
(together pith any amendments, nttnchmems and addenda thereto, the "Lease Agreement") identified above, between you nail
. All terns and conditions of the Lease Agreement are lnempornted into this Schedule and made a part bereo$
ifhve are not the lessor under the Lease Agreement, then, solely for purposes of this Schcdhd% we shall be deemed la be the lessor under The Lease Agreement. Tt is the
intent of the partles that ibis Schedule be separately enrorceable as a complete and independent agreement, independent *fall other Schedules to Ili* Lease Agreement.
CUSTOMER IiNFORMATION
RICHMOND,C��IIlT��Y OF Jason Combs
2,3 �tfYddrAVE SANITARY DISTRICT 6� N�ftl STeroe
P RIC4I�ifOND — WAYNE IN 47374-7282 Billing RiHMOAddressff[D dWereo11 WAYliEnd IN 47374-4247
City CountyState Zip City County Slate Zip
Billing Contact TelephontiNumber BRRngContact Facsimile Number Billing Contact E•MpllAdukas
765 983-7433 1 jcombsorIchmondindlana.gov
PRODUCT DESCRIPTION ('Product")
Qty Product Make & Model
2 RICO IrIMMEXBRANDINOSET
t RICOH MPCM4r-X BRANDING SET
Qly ProduetDescritea: bloke&Model
PAYMENT iSCMDULE
1HatmuimTerm MinlmamPhlyment InterestRglq nlhhlnwmYeysncntBllling Advance Payment
south' whom raw) ! A2 % Frequency
8 nfoMldy, l"&Last
60 $S32.90 c#"notebdonj Quarkrly. idcLestPaymcat
Onw: Other
* Onlyapplicablerithe Prnclrnse Option Prier belo; hike $ZSOPnrcbasr Opflat.
SelesTaxExempt: ®Yes (AtmchExmpllonCertillale) CustomerBi111ngRefereneeNmnber(P.O.#,etc.)
LR.C. Section 103 falerW Tax Exempt: i] Yes
Addendum Attached: P Yes (Check Ifyes and indicate total min ba afpager 1
TERUS AND CONDITIONS
1. The Bra Paymew »i0 be duo on to Effedi%V DM If the LemAgreement uses the tams "Lease Payment" and "Commencement Dald'rather lion "Payment" and
"EfRetive Date; than, for purposes oflhis Schedule, the term "Psymear shall here the some mama as "LewPayaent," and the term "BlPalve Date shag here
fie nose ssesrdhug uu "CommheaceuueM Date."
2. You, the underiighed Customer, have mpplled to us to rent dat alwve-dnedbed Product for lawthl eohmnereW (nontemmner) purposes. T111S IS AN
UNCONDiTKRMAIy NON -CANCELABLE AOREEn1ENT FOR 111E MIN1A1U11 TERM WPICATED ABOVE, except as otherwise provided to any tion-
�sppwpduton provision of the Lease Agmement, if npplleable. Hue axcep this Sehc&k you agree to reM use above Product limn in, ad we agree to rest such
Potted to you, on ail lite terms ihaeof, Including the Was and coadnhes ofde Lease Ageeaned. TRiS WILL ACKNOWLEDGE THAT YOU HAVE READ
AND UNDERSPAND THIS SCHEDULE AND?RELEASE ACREEMEN'I'AND HAVE BECEIVED A COPY OFTHIS SCHEDULE AND THE LEASE
AGREEnIENT.
3. Parcbase OMiea
(a) Purchimoptmprtca
Fair hfoket ValucTorchase Option (plus anyspplieable Ian)
'0 S1.00 Purchase Option (pkuany applicable msd
nero.hQahstsa
LSEADD SLO-PS-PO 04.12 Rledr11, and the Ricer Logo are registered trademarks or Ricoh Company, Lid. Page I or2
�EXHIBIT_( PAGE�OF
(b) Unless the above Purchase Option price Is the SI.00 Purchase Option, Customcrogrces that lids transaction is it into rental. If the above Purchase Option price
Is Iho S1.00 Purchase Option, then
(1) notwithstanding anything to Ilia contrary in The Lease Agreement, with respect to this Schedule only, lit Is the mutual Intention of Ibe parties fl of
Customer shell be considered tiro owner of the Product (excluding ail Solhvare, which is owned and licensed to Iron by ilia Sollivare Supplier) for
vadongpurposes, Including federal Income tax purposes, as ofthe Eiltclivo hate. You are ealhlcd to all federal Income lax benefits afforded to ilia
owner of the Product, but we shall not W liable to you ifyou fill to secure or obtain web benefits. You will keep the Product free oral) liens and
encumbrances. You hereby grant to us a security Interest in die Product covered by this Schedule (including any repacemtnts, substitutions,
additions, alloclmrenis and proceeds) as seeurfty for Ilia Idyntaat of thoametunls this Or to become due under each Schedule. You are required to file
all property tax returns where applicable and promptly pay up properly taxes Had may be assessed against the Product and, ifwo rare required by ilia
applicable tsxing)arirdtclion to pay such texts, you shall promptly reimburse us for such tax payments!',
(11) in Iho ovoid of delbull under Ilia Least Agreement or !his Schedule, we may exerolse all rights anti remedies of a secured party under applicable Ithv,
in addition to any and all rights and remedies we may otherwise hew under the Lease Agreement, including, without limitation, the right to
repossess the Product frco and clear ofany ofyour rights a nd Interests in Ow Product
(it,) notwithstanding anything to the contrary in tie Lease Agreement, if no def Lull has occurred and Is continuing under the Lease Agrameal or ibis
Schedule and of of your obligations under this Schedule have been satisfied, we will release any security interest that we may have in the Product,
you Shpll have nm obligation to providently end -of -term notice to us, and this Schedule will lamdmalo aqd not bereoewed, mad
(iv) . the total cost of the Product Is an amount equal to the rum aum of the MinhPayments set thrift above over the Minimum Tenn set forth above,
discounted to present value at the canstanrpummum iplacsl Rate set ibrlh above:
(c) If the above Purchase Option price. is the raft Market Value Purchase Option, then notwithstanding anything to Ate conhory In the Lease Agreement, if no
delouit has occurred and is continuing -tinder The Least Agreement or this Schedule, you will bmvo the option at the end of the original term, or any renewal
tam, of bits Schednk to purchase, for Ilia above Purchase Option price, all (but not less tlen all) of Ike realsd Product covered by this Schedule at a purchase
price opal to the Then-exisditg lots amr$et value of such Product. You must give no at least thirty (30) days wdltan voice; by callged or registered tmf6
b0bre the end of the original term of this Schedule, or any renewed term, that you will putchase the related Product or dot you will retum the rdeted Product to
us. In the event that you exere'ae such option, fair market value of die Product will be defined as the price a willing byya will pay to a willing Seller with no
obligation to sell or parobaso the Product in an open mmket. If both parties cannot agree to a price, you may request an independent apprahsl by an appraises
approved byus aid both parties agree to the value as determined by the appraiser, All appraisal costs orals, be home by yoga. You agree to pay all sales lox, use
taxi and other similar lox payable im unin edlon with the pumbase of the Product. Ifyou do not give as sack written notice or ifyou do.not purchase a return the
related Froduei In accordsom with the terms and cood4low bff e; Lease Agreement and ibis Sdwdulo, the original Saul of tits Selleduk, of any ranuvol tam,
will outomalieaily renew Its accordance with Ile leans of Stillim 14 ofthe Lease AgreeoneaL Thkpurelase opffon shall net apply le any gofiwwsa
(d) If Ile above Fatalists Option price lm the Fair Markel Vales Purchase Option, that upon receipt by as ofpayment of the Purchase Option prico described in
clause (c) ofthis Paragraph 3, we will, transfer our Interest in Ilia related Product to you AS 19, WHERE IS" wi11oW any representation or warmrily
whatsoever, and title Sehede(a will tamivale.
4. Both parties Inland to comply with all applicable laws. In no event will we charge or coiled any amounts In excess of (Boss allowed by spplleable low. Any put of
the Lease Agreement or This Schedule tml could, but for this Section, be read under guy circumstance to allow for a clarge bigiser than that allowable under
applicable W Its limited and madifial'by this Section to limit the amounts chargeable to the isaximum amount alloire0. If, In any rdrcwndam% any amount In
excess of tot allowed by law Is charged orrecelved, any such charge will be deamed limited by the Summit legally allowed and any smdwnl reWyed by us in excess
of flat legallymiloued will be applied by us to the payment ofamounts legally owed under IhoLeaso Aarameof or relhaded to Costoula.
S. wE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, .WrM RESPECT TO THE LEGAL, TAX OR
ACCOUNTING TREATMENT OF THE LEASE AGREEMENT, THIS SCHEDULE Olt THE TRANSACTIONS EVIDENCED THEREBY. YOU
ACKNOWLEDGE THAT WE ARE NOT AN AGENT OR A FIDUCIARY OF CUSTOMER. YOU. WILL OBTAIN YOUR OWN LEGAL, TAX AND
ACCOUNTING ADVICE AND WILL MAKE YOUR OWN DEfERM1NAT10N OF THE PROPER TREATMENT OF THE LEASE AGREEMENT AND THiS
SCHEDULE.
6. Addhioml Provisions (ifsny) are:
771E PERSONSUMO IBIS SCHEDULE ONBEHALF OPTHECUS70MERREPRESP.MTHATHFAlteMSMAVTROM Y70DO50.
CUSTOMER Aeeepled by: RICON I)SA, INC.
Dy. is By:
Awborlud Signer Signature Authorized Signet Signature
Pslated Names PriniodNamr,
Titc Dow. Tftle: Dais
LSEADD SLG-PS-PO 04.12 RlcohO and the Ricoh Logo are registered trademarks of Ricoh Company. Ltd. Page 2 of2
EXHIBIT PAGE __2, OF 13 1
ORDER AGREEMENT SaleType:LEASE
th
Sale Type : LEASE
ORDER AGREEMENT CONSISTS OF THIS PA(4F ANn Twr- TFI2M4 ANn enkinvrinrie
BILL'. TO INFORMATION
Customer Legal Name: RICHMOND, CITY OF
Address Line 1: 60 N STH ST
Contact: Combs,Jason
Address Line 2:
Phons: (786)983-7433
RICHMOND
E-mslh 1-mbs8dctenondindlana.gov
rClty:
ST1210: IW47374.4247 County: WAYNE
Fax:
ADDITIONAL ORDERlNFORMATION
Check All That Apply:
• Sales Tax Exempt (Attach Valld ExempOon Cediffeets) • F1xed Service Cherge • Add to Existing Sendce Contract #
• PO Included PO# • PS Service (Subject to and governed by separate Statement of Work)
• Syndication o IT Service (Subject to and gdvemed by separate Statement of Work)
SERVICE INFORMATION
Service Term(Months)
Bass Billing ftguancy
Overage Billing Frequency
•90 MoNhe I
MONTHLY
MONTHLY
Service Type
Guaranteed group Total Allowadce
Group Overages
Service Bass
(For ara Aug rmqmrA
Gold
/W
I
B/W
80.0060
Color
1 0 1
Color
I $0.0460
SHIP TO INFORMATION
Customer Name, CITY OF RICHMOND
Address Una 1: 2360 LIBERTYAVE
Contact:
Combs,Jand
Address Line Z SANATARY DISTRICT
Phone:
.(786)983-7439
City: RICHMOND
E-malk
loombsOdchmondindisna.gov
STIZIp: IW47374-7282 I County.* WAYNE
Few
PRODUCT INFORMATION
Product Description
Qly
RICOH MPC 504EX BRANDING SET
2
RICOH MPC8604EX BRANDING SET
1
BASIC CONNECTIVITY / PS / IT SERVICES INFORMATION
BASIC CONNECTIVITY I PS I IT Services Description . Quantity
TAS END USER TRAINING. I2S .. 0
2=018 III r710erdf�ir'if II1M��lIII
vaslon #9.16 Page 01 24117280
(EXHIBIT _ PAGEOF
MCC)"
BASIC CONNECTIVITY! PS / IT SERVICES INFORMATION
BASIC CONNECTIVITY I PSI IT Servldes Description
Quantity
DATA ERASE WITH HD SURRENDER M6796401084
1
DATA ERASE WITH HD SURRENDER V8205200160
1
DATA ERASE WITH HD SURRENDER W412LC00075
1
TS NETWORK & SCAN CONNECT - SEG 803
2
TS NETWORK & SCAN CONNECT - SEG 130
.1
ORDER TOTALS
Service Type Offerings.,
Product Total:
Gold: IndUdes all supplies and staples.
BASIC CONNECTIVITY / PS / IT
Excludes or.
Services:
Silver: l des all supplies. Excludes paper an
Buyout
sta s.
Bronze: Part@ and labor only. EXcludes, paper,
staples and supplies.
Grand Total: (Excludes Tax)
Additional ProviNons:
2120/2018
Version 0 9.16 Page # 2 24117280
EXHIBIT PAGE LA—OFJ„L
MIC0111"
TERMS AND CONDITIONS MAINTENANCE SERVICE ONLY
Customer may acquire maintenance services ("Services") for equipment, software and/or hardware products from Ricoh USA, Inc. ("Rlooh") by executing
and delivering to Ricoh this Order for acceptance.
Services. (a) each Order for Services must identify the specific Services to be performed, including. Ifapplicable, 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. Riooh will not be responsible to provide Services for Serviced Products In the event the Tenn and
locallon(s) are not Identified on the Order accepted by Ricoh.
(b) For maintenance and repair Services, Ricoh will repair or replace in acoordanre With the lerms and conditions of this Agreement and the
manufacturers speo(IlosUons, arty 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
(o) The maintenance and repair Services provided by Ricoh under an Order will not Include the folowing: (1) repairs resulting from misuse (Including
without d(nlailoh Improper Voltage or the use of supplies that do not conrorm to the. manufacturer's spedficellons) or the failure to provide, or the failure of,
adequate etec*d power; air gondltontng or humldily control; ill) repaire made necessary by service performed by persons other than Ricoh
rspreserdAtives; (Iq untees 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 pertotmod an Ricoh Holidays (defined boI64 (Iv)
removable cpssette, copy cabinet, sxl bays, or any item not tended to the mechanical or aWrIcO operation of the Serviced Products; (v) Consumable
supplies. such as paper, staples, dear toner and while toner, unless expressly provided for In ore applicable Order, (M) repairs, service calls and/or
connectivity of altaudrmerite not purchased from Ricoh; (vii) any software, system support or related connectivity unlsss specified In writing by Ricoh; (via)
parts no longer aV Uhle ftom the applicable manufacturer, (I%)' olodrical work external to the Serviced Products, Including problems resutIIng from
overloaded or improper circuits; (x) Inslsdatlon or de-Inslitlgdon and/or movement of the Serviced Products from one Mcallon to another ur>feae specified
in writing by Rioole ()d) repairs of damage or Increase In service Urns caused by force majewe events; (40 reconditioning and abular major overhauls of
Serviced Prof le; any obligation to remove, delete, preserve, maintain or otherwise safeguard Any Information, Images or content retained by or
resident In any Serviced Products, whether trough a digital storage 4.9 , hard drive or of hsr electronic medium ("Date Management Services"), unless
Customer engages Ricoh to perform arch Data Management Se at then-pmwNing rates pursuant to an Order for such purpose; and (xiv)
onginsadng dra*i Which provide additional capabldifes to the Ricoh Equipment (d6flned In' Sdgft 13) covered herein unless made at Customers
request find paid et Ricohs Applicable time and material rates than in s1hcL Damage to Serviced Products or parts arising from causes beyond the
control of Ricoh are not oovbretl by Ws AgreemenL Ricoh may temdnete ills Service obligations under any Order for Serviced Products that have been
modified, damaged, altered or serviced by personnel other than those employed by Ricoh.
Servlco.Calls. Unless otherwise specified in an Order, service Cats will be made during 9:00am - 5:00pm local seMce time, Monday Through Friday
("Normal Business Hours'Hourso at the Installellon address shown on the applicable Order. Service doss not Include coverage on Ricoh holidays, which Include
New Years Day, Memorial Day, 4111 of Judy, Labor DAY, Thanksgiving, the day after Thanksgiving and Christmas Dby (ookcil ly, *Ricoh I blWaye).
Travel and labor-Ume for The service calls after Normal Business Hours, on weekends and on Ricoh HoWoys, If and when gvetebhi and only In the event
and to the extent OW -Ricoh agrees Jo provide such non. -standard coverage, will be charged at overtma ndoo In effect at.ths fore the service bell is made.
While on -sits at any Customer location, Rkrob personnel shad comply with Customers reasonable policies pertaining to access, security and use of
Customer ages and *Also*, provided that such policies ere provided to Ricoh In advance and In writing and do not conflict with the terms and wrwillone
of this Agreement. ,
Service Charges. (a) Service charges (sWoo Charges") will be set forth on an Order. Service Chwaas will not include any charges for repairs or
Service testate oMuergf o covered by the applicable marniacturefs limited warrardy during the period covered by any such warranty, to the extort Ricoh
has agreed will) such manufacturer not to dharge a customer for any such charges. Customer admoWledyes orrd agrees bah (1) ali ratons, attachments,
apedlicaton canoes, or use by Customer of sub -standard supplies that cause excessive service 08% may require on broom In Service Charges; 01)
the transfer of the Serviced Products from the location Indicated on lha Applicable Order may result In an increase of SsrviceCharges or the lermination
of the Order, and (Ito) to the extant that Customer requests that Ricoh registers with a third -party vendor prequaBfication service and Ricoh agrees to
register, Cuslomerwll be charged for Woohs rogWrallon surd any other related fees for registering with such service and No Agreement shall be the only
terms and oondUons to govern such regWiralbn and service. Customer shell be responsible for any costs related to freight (Indu p fuel owdhergss,
which may be imposed from Now to lime),. postage/malting expense (meter rentals) mWor admkdalraWe and processing few and, to the extent Ricoh
pays such coals, Customer shop irnmedlateyr reimburse Ricoh
(b) Unless otherwise specified In an Order, Service Charges are based on standard 8.601 khoges. Ricoh reserves the rod to anew solgonei knages
charges for nor"Wrdord Images, kh kdm 11x17 Images. Customer acknowledges Dot pricing Is based on tits prevading tatty at the time of the Order.
Wass otierwise oq**ady agresd to In veftng, If the Term (defined below) of ids Order exceeds twelve (12) months; the Service Charges and any rate
expressly staled In ids Order may be Weaved by Ricoh up to Mien percent (w%) of ore Mien-cunart Service Charges and rates arowedy for each year
beyond the Inliat beehve (12) month period, And Customer expresely consents to win sdjusbnent without Additional notice.
Term; Early Termim(tor, Each Order shad become effective on lice dale that Ricoh accepts the Order, and ANN continue for tiro term identified In the
Order. At the expirallwof the term Identified In the Order. It will automatically renew, for successive twelve (M padods unless notice of leimineton
as specilad below ls gitrmh The duration of tun Initial term and any exlenslon or renewal Mherefo arecolloclivelY refarred to as tha'rWW Customer may
IBtAt>Inele arty Order Arrrder tda Agreement for corwenlance prtorto excpbatioh of Ms Term so long as Customer Is not Uren In dohult and provides Ricoh at
least Thirty (30) days poor tAvdten notice. Rlooh may terminals any Order under tide Agreement for.converdence prior to expludloh of As Tern so lag as
Ricoh ls not tterh In Alefaul and provides Castanet at Iwat alidy (ft0) days pion wdten notice. Shmild Customer elect to terminate an Order for
corwerdaurce trot tree a Tannic of e! lsasl lhMy Nx (3a) montlhs, Cua(omer shall pay b Ricoh, as 1**k led damages and not as a penalty, an early
torndnataA fee in accadance with the fofiow6hg {"TermInelton Fee'} (I) If the lsrminsUon occurs In months ohs (1) trough twelve (12) of the Temp, an
amount.agtial to lirrelVs (12) timse the 1Nonlhly Sentce Charge (ee delIned befov); do E Ups termination occurs In months thirteen (13) trough twenty-four
(24) of tits 1eum, an amount equal to nine (9) Umon the MoAtttly Service Charge; and il4 If the termination occum anyltme after the twenly-foodh (24th)
2120)2018
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MICUH
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
Tema of such Order. For an Order having a Term of lose than thIrty-six (36) months, the TerminsUon fee shall be equal to the. lesser of six (B) Nme's the
Mont) Service Charge or the number of months retraining under the Tenn of such Order. For the purposes herein, the "Monthly Service Charge" shall
equalhl) tine been monthly Service Charge set forth in the Order; or (IQ in the event the Order does not contain a base monthly Service Charge, the
average monthly Order charges for the six (6) nmhtm period prior to the dale of Customers termination.. If such termination date occurs less than six (a)
months alter the effective date of the Order, the Monthly Service Charge will be equal to the average monthly Order charges for Ina number of months the
Order was Inleffect
Payment; Taxes. Payment farms 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 (1:6%) per month on any unpaid amounts or the maximum allowed by law, mWever is lees, and In addition shall pay Ricoh ail costs and
expenses of collection, or in the enforcement of RlcoWs dghis hereunder, Including, but not lIrWied to, reasonable Internal and external legal costs,
whelher or not suit is brought. Ricoh has no obligation to use Customers Invoking or billing portals, processes, methods or Invoicing formals specific to
Customer bNO% requirements. All remedies hereunder or at law are cumulative. Except to to extent of any applicable and validated exemption,
Customer agrees to pay any applicable taxes dhatere 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 wriling, P(oducls'are deemed delivered and title passes to Customer. (1) upon
delivery by Ricoh to common carder; or pl) 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 ciao', Customer assumes all dsk of theft boo or damage to the Products, no matter how occasioned.
Default. In addition to any other rights or remedlee which either party may have under this Agreement or at law or equity, either party shall have the right
to cariwl the applicable Services specs ed In an Order made pursuant to this Agreement fmmedlate1r. ((I) N the otherporty fells to pay any fees or charges
or any other peymerds required under the Order when due and payable, and such failure centnues for a period of ten (10) days after being notified In
welting of such fWklre; or(N) if the other party felt to perform or observe arty other material covenant or condition of this Agreemrortt as.k=rporated Into
the Order, and such failureor breach shell continue un•rsmedbd for a period of Ihlrly.(30) days afar such party Is notified In mft of such faliure or
breach; or (NQ N the other party becomes Insolvent, dissolves, or assigns Ila assets for the bandit of its aedkors, or floe or has tied against it any
bankruptcy or reorgarhi:agon proceeding. Future to permit Ricoh to repair or replace the Serviced Products shall wnstllule a materiel breach of tile
Agreement end a xm.e Ricoh (tort arty and ek future perfamence hereunder. Except as expressly permllted by this Agreement, no rotund or credit will
be given for any early tertdoadon of this Agreement or any Order. If Customer defaults in No obligations harem dor, Ricoh may, in addition td any other
remedlds available at Iry or equity, require Customer to Immediately pay to Ricoh ail past due payments under all Orders, and the Termination Fee.
Use of Recommended Supplies; Meter Readings. (a) it Is not a condition of ids Order that Customer use only Ricoh -provided elglpi10L If Customer
uses other than manuloctursr-recommended supplies, including paper, developer, toner, and fuser oil, and If such supplles see .deleadve or not
acceptable for use on the Serviced Products or comae abnonrolly frequent service calls or servlce problems, Olen Ricoh may, at Its option, assess it
surcharge or terminate the applicable Order with respbot to such Serviced Products. N so terminated, Customer will be offered Sehles on a per call'
basis at Ricows 'Oran-prevating time and malarial rates. If Rkob determines list Customer has used more Ricoh provided supplies iron the
manuracturei's recommended specification, then Custornar will pay reasonable charges for those excess supplies andfor Ricoh May refuse Customer
additional supplyslip ml#.
(b) Customer le rerjhrdred fo provide Ricoh actual and accurate motor .raid inga in accordance with the Willing schedule not forth on an Order. Rlooh may, at
Its dleoretion and depaWent upon Serviced Product capabi as, colieot remote meter readkps and utgze eeqgrAy1pment monitoring seMas.uefng automatic
meter reading soWtlons CAW). This may allow for automated meter reading and subndsskwh atdorrrota placement of low toner sleds, aubmetc
placement of service rails In ate everd of a critical Serviced Product failure and may soMe 16mwers upgrades. The meter count and other kdormaton
collected by AMR COW) Is sent via the Irdemsi to remote servers some of which may be located outside tiro U.S. AMR cannot and dose not cahoot
Customer dosur cant oantent. Rlgoh uess resaunably aveNable tochno)ogy to maintain the securty of tiro Dais; howew. Customer acknowledges that
no one can guarenly security of information maintained on computers and on the Internal. Ricoh roWns fart rights to the Dace pad not Customer
documents or k*mwteh), which itor its authorized third parties may use to server ilia Serviced Products. Ricoh may also use the Date for Its normal
prop business oses Including product development and marketing research, however, the Dais will not be provided to any non -Ricoh third party In a form
that personally Idenos the Customer. Ricoh may dispose of as Data at any time and withod noise. AMR lectatology is Use confidential and proprietary
information of Ricoh andMr Its konsove protected by copyright, trade secret and other Iawe and lreatlee. Ricoh relelns Alt Olio, ownership and all
intellectual property dg hts In and to AMR.
(c) If an actual and accurate meter reading Is not suppled to Ricoh In accordance with the billing schedule set forth on an Order, Ricoh may calculate an
estimated mete reading from p►evlous meter readtnhgs and Customer agrees to pay Service Charges based on such calculated estimate. Appropriate
adjustments will be mods by Ricoh In a subsequent blilkg cycle following Customer providing actual and accurate meter readings. N Ricoh contacts
Customer to obtain a rioter reading, area Ricoh may assess, an admkctstrathre fee in on smouM equal to fifteen dollars ($16.0% per meter reading
collected per billing period for the time and expense associated with nester colecton activity it addition to to Servloa Charges. if Ricoh vista Customer
location to obtab a meter reading, Ricoh may assess. a fee according to the howdy service charge rate.
Customer Obligudlons. .Cudomer agrees to provide a proper place for the use of the Serviced Products, including but not Ilmiled to, electric service, as
si lled by ire nwuatteduser Customer Ha provide adegnrote faclNtes (at no charge) for use by Ricoh ropresentahroe In connection with tie Service of
the Serviced Produce hereunder whHhM a reasonable distance of The Serviced Products. Customer agrees to provide such scoess to Its facilities,
networks and system as may be reasonably necessary for Ricoh to perform As Services, Inducting but riot "ad fo'Sg0 degree'service access to the
Serviced Pioduds. Customer will provide a key operator for Oro Serviced Products and wltl make operators ev elable for Inriuctorr in use and care of the
Serviced Products. Unless othembe agreed upon by Ricoh in writing or designated In the applicable Order, alt supplies for use with Ina Serviced
Products wit be provided by Customer end wit be available "on site for sarAcI hg. Customer agrees Trot 0) any equbtmerd not serviced by Ricoh which
ulMzes Identical supplies to Oro Serviced Products must be covered under a separate I cilu sive nm)4Va h service program; and p0 mW Serviced Products
under one Noah SmAce Level may not tribe any supplies provided to other Serviced Products wfih a different Ricoh Service Level (Le., no sharing of
ripples across dfkrw t Rkoh.Servlce Levels).
=012018 .IU IRNINAAM r M11111
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EXHIBIT —�&— PAGE (y OF 13
i ICC)H
Insurance. Each party certllles Ihal It maintains, through self -Insurance or otherwise, reasonable amounts of general liability, auto and personal property
Insurance, and workers' compeniaton insurance In the amount required by law, and Vial such Insurance WIN remain Irl effect diving the Term of an Order.
Such insurance d.4 be primary and non-conributory. Limbs proWded may not be construo4 to limit liability. General liability insurance shell Include the
other party as an additional Insured and contain no exclusions for cross liability between Insured*. Upon request, each party agrees to deliver the other
party evidence of ouch insurance coverage. Failure to maintain adequate insurance does not relieve liability under this Agreement
Indemnification. Each party ("Indemnifying Party") shag indemnify, defend and hold harmless Ilia other ("indemnified Party") from all third -party claims
Incurred by the Indemnified Party adoring out of the death or bodily Injury of any agent, employee, or business invitee of the Indemnified Parry, or the
damage, lose, or destruedoh of any tangible property of the Indemnified Party to the extent proximately caused by the negligent acts cr omissions or willful
miscgnduot of the Irrdemnifybhg Pertly, Its employee;, or agents. Witneul Intending to create any limitation relellm to the survival of any other provisions
of this Agreement, Ricoh and Customer agree that
the terms of lids paragraph shall survive the expiration or earlier termination of this Agreement Each
party shall promptly notify the other In the eVenl of the threat or initiation of any claim, demand, action or proceeding to which the Indsmrdllcallon
obligations set forth In No Section may apply.
Limitations. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR CONSEQUEN'ML, 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 OBLtOA oNS 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 AMOUNTPAID TO RICOH FOR THE
PERFORMANCE OF SERVICESUNDERTHIS AGREEMENT DURING THE SIX-MONTH PERIOD PRECEDIOG 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 Prajuols. No Products may be returned without Rkxhs prior written consent. Only consumable goods Invoiced within abdy (80)
days will be considered for retum. On aut adzed.retume, Customer agrees to pay a restoddro charge equivalent to thirty percent (3d%) of the purchase
plies. Products returned Wthoul written au haf ellon born Ricoh may not be ac**d by Ricoh and•le Via sob responsibility of Custansr. All ranseieabie
merchandise (that has been opened or partially used) will be deducted from any credlt due to Customer. AN darns for damaged Products or delay In
delivery shall be deemed waived unless horde In writing and delivered to Ricoh wigdn five (5) days altar receipt or Products.
Warranty. Ricoh agrees to perform Its Services In a professional manner, consistent with appticabie Industry standefda. Ricoh will re -perform any
services not in canpflmtce with this warranty and brought to Rlcoh's allergen in writing within a feasorroble tune, but In no event more then thirty 30)
days after such Ssr*es are pehfomhsd, which shall be an exclusive remedy for such non compflanse. For any Products manufactured by Ricoh (
E4tdpment"), Ricoh further warrants trot, at go time of delivery and for a period of ninety (90) days boafter the Rlooh Equipment will be In good
working order end will
be bee tram any defena M melerlal end workmanship. RlcohY obligations under lids warranty are WOW solely to the repair or
replacement (at Rkohs option) of parts proven o be defective upon Mapecfton The foregolngwerrange shall not Apply t (a) the Ricoh EciWpment le
inelafied, wirod, modiRed, altered, moved or aeMcad by anyone olhsr than Ricoh, (b) he Ricoh. Equyrrhent le Mslatled, stored and tallied and/or
rhslydainad M a 7.r
not condslerH wfth Ricoh apeeiflcatlone, (c) a defedlve or Improper non Ricoh accessoryor soppy or phut is atlacthad to or used
In the Rtooh Egh>, or (d) the Rboh Equtprtwrrt le retocaled)o any plane where Ricoh service; are not available. CUSTOMER ACICNoWLEDGEB
THAT THE LIMWARRANTY CONTAINED HEREIN DOES NOT .A88URE UNINTERRUPTED OPERATION AND 118E OF THE RICOH
EQUIPMENT. biwigsany Product warrentles shade by Uhe sppticable Pradudmanufacturer, toaI Wrier
and wipiout recouss, and Ricoh makes no addlUonel warranty a guatanlywUh rppsct to any such gdrd party
Products Phyaia a sleclronio copies d arty epplkrobto Product warranty will be deppered by Ricoh to Customer only upon Cuslomefa specific written
request. Custoneragress to comply with any applicable license agreement or license terms relating to Intangible property or associated saMces included
M any Serviced Products or Products, such as sAwre Meatuses andior prepaid data base. subscription 0" ("SOltware LIC01fss), 'Wmgrer phrauerhl to
wdften, dldc40rouch, shrink-ywep or other agrsemmda for such purpose, With the kens" of the softwere ("Software SuppYef"} Weoh has; no right, We or
Interest Marry tiN-party soMme. Cudomer Is solely respahelhle for entering Into Software Licensee with the applicable SoMvare Supplier and
acknowledges trot Be rights and oblg atons with rasped to such software ss well as those of the Software Suppler are solely as set forth in such
Software Lkxrross, 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.
Assignmen4 Fome Majoure. Customer shell nether asuigin any right or interest adsbV under this Agreement car delegate any oblipagons Hereunder,
whether vokwdaully or by pmem.ot law. without the prior written consent of Ricoh. Any such aftempted assignment or delegation shell be void. Ricoh
shag not be liable for fsflure to ddw or delays In delivery of Products or Services occe:ioned by catees beyond Rlooh's control, kx*j ft wkbwt
tlmnitallon, strikes, led" Sias, sa waon, war oroher outbreak of hosttlltlea, Imbilly to obtain netted* or shipping space, receipt of orders In excess
of Ricohs or Is ouppibfa Ihen•sduadded produdian capecty, machinery breakdowns, delays of carder or suppliers, governmental ads and regWagoms
unavailability of Services. personnel dr mderfak or other causes beyond Wcohs conrd
Non-8olicitationt Independent ConlrisaWs. Customer agrees that dudng the Term of any Order and for a period of one (1) yaw after terminal in or
expiration of the lest Order to be exscAded hereunder, I shall not dirediy or Indlredy solidi, hire, or otherwise reW as an employee or Independent
contractor any employes of Ricoh and is or was Imrolved wlh or part of the SeMces. The relationship of the p*des is ghat of Ir deperdent cordradore.
Electronic Signatures. Each party agrees that electronic signatures of the parties on this Agreement and any Order will have the some force and eHed
as manual dgnahrea. -
02012019 NEW �Ir�f� mm il)
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EXHIBIT PAGE __�Z_OF 13
IRICCOH
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 Commoravealih of PenneAvenle 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 Isis
Agreement, supersedes all proposals, oral and wrillen, 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 ogreea and acknowledges that It has not
rolled on any representation, warranty or provision not explicitly contained In this Agreement, whether In writing, atecfronically communicated or In oral
form. Any and all representations, promises, warranties, or statements by any Ricoh agent, employee or representative, In Iuding but not limited to,
statements or representations made In sales presentations or sales proposals that differ In any way from the forme of Ihla Agreement shall be given no
force or effect. in time evont of any conflict or Inrbnststericy between* the terms and conditions -get forth In this Agreement end those contained in any
Order, the terms and conditions of the Order shell control; provided, however, purchase orders issued to Ricoh tot Products and/or Services, even If they
do not expressly reference or irrcarporate this Agreement, shell: (1) be subject to this Agreement; (II) serve only to Ideritiry the Products'simd/or Services
(along with pricing and quardtties) ordered; and (1ti) not be deemed to alter or otherwise modify the tams and condillons of this Agreement. The delay or
failure of either party to enforce at any time any of the provisions of Oda Agreement shed In no way be construed to be a waiver o/alum 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, the Agreement shad -be construed as though it did not contain the particular provlelon held to be. invalid or unenforceable. Rlooh may
accept any Order under this Agreement by either Its'signature or by commencing perfpaliance (e.g. Product delivery, IrdUa ft Services, etc.). IV&h may
accept or reject any order in the e8erciee of Re discretion and may rely upon each order submitted by Cus(omer as a bindbhg commitment. No toast,
general -or trade custom or usage or course of prior dealings between the parties Ad be relevant to supplement or explain any term used herein. Ricoh
shall comply with all applicable lava In ile performance render this Agreement In delivering Products and Services. This Agreement may be executed In
one or more caunlerperts which, taken together, shall constitute one and the same original document. Any notices required under 06 Agreement should
be sent to- Ricoh USA, Inca 3920 Arkwrlphl Road Macon, GA 31210 Alin: Quality Assurance.
Aemm(rd byO " it
Aoa4*& Rkah USA; Ina
Authorized Signature:
Authorized Signature:
Printed Name:
Printed Nees.
T111e•
Title:
Date:
Date:
212g12018 ■III OUR P2 s}JLAIN! L 00II1
Version # 8.16 Page # a 24117280
EXHIBIT PAGE S OF ( 31
MICCaH
EQUIPMENT REMOVAUBUYOUT AUTHORIZATION
Customer Name:
RICHMOND, CITY OF
Contact Name,
Combs,Jason
Phone:
(786 83-7433
Address:
ZM00LIBERTY AVE
City:
I RICHMOND
State:
iN I Zip: 1 473-14-7282
1 Fax/Emell: I
Jcombs@richtnondndana.gov
Make
Model
Serial Number
MP60005P
M6795401064
MP2051SP
V8205200180
MP23628P
W412LC00076
This Authorization applies to the equipment identified above and to the following Removal/Buy Out Option
This Authorisation will confirm that Customer desires to engage Ricoh USA, Inc. ("Rlwhl to plok-up and remove certain items of
equipment that are currently (1) owned by Customer or (II) leased from Ricoh or other third. parry (as specified below), and that you Intend to
Issue written or alsoWnla removal -requests (whether such equipment Is Identified In We Authorization, In a purchase order, In a letter or
other written form) to Ricoh from time to time for such purpose. Such removal request will so( forth the location, make, model and aerial
number of the equipment to be removed by Ricoh By signing below, you confirm that, with respect to every removal request Issued by
Customer (1) Ricoh may rely on the request, (2) the request shall be governed by this Authorization, and (3) Ricoh may accept thin
Authorization by either its sbnaturs of by commendrhg performance (e g. equipment removal, Whaling Services, eta). Each party agrees
that electronic slgr>atures of the parties on this Atthorizatidn willhave the some force and effect as manual signature. Notwithstanding the
foregoing, the pod lea acknowledge and agree that Ricoh shell have no obilgalion to remove, delete, preserve, maintain or otherwise
safeguard any inkrineton, Images or content retained by, In or on arty Item of equipment serviced by Ricoh, whether through a digital
storage device, hard drive or similar electronlo medpwl ("Data Management Services"). 9 desired, Customer may engage Ricoh to perform
such Data Management Services at Its then -current rates. Notwithstanding onM hg In this Authorization to the contrary, (1) Customer b
responsible %r anauring Ifs own compliance with legal requirements pertaining to date relantlon and protection, M It Is the Customers sole
responsibility to obtain advice of competent legal counsel as to the Identification and Interpretation of Any relevant laws and regulatory
requirements that may effect the cuslome?o badness or data retention, and any acllone required to comply with such laws, (11) Ricoh does
not provide legal advice or represent or warrant that he services or products will guarantee or ensure oompllance with a* lew,.regulaton or
requlremerd, and (tv) the selection, use and design of any Data Management Services, and any and all decisions arising with respect to the
delellon or storage of any dale, as well as any loss of data resulting therefrom, &hall be the sole resporialblilry of Customer, and Customer
ahall.IndemthUy and"hdd harmless Ricoh and Us subsidiaries, directors, officers, employees and agents from and against any and all costs,
expenses, Debt", claims, damages, losses, judgments or fees (includkv reasonable attorneys' fees) (collectively, 'Losses'7 arising
therefrom or related thereto.
*Equipment Removal (Owned by Customsr� In addition to the farms and.condlions set forth above, the following terms and
conditions shall apply for Customer - owned aquipment removals: Customer confirms that (1) Customer has good, valid and markelable
toe to such equipment and has satisfied all payment and other obligations relating to such squfpmhent which may be owing to any third
party under applicable lease, ilruerxerug, #ate or other agreements, (2) Customer has obtained any and all necessary consents -and
approvals required to aulhodm Ricoh to remove such Items of equipment and to take title thereto, and (3) by fhb Authorization, Customer
hereby lransfas good and valuable title and ownership to Ricoh to the equtpment,free and dear of any and all hens and encumbrances of
any nature whatsoever and Customor will capse to be done, executed and delivered all such *Nfer instruments of conveyance as may be
reasonably requested for the vesting of good f10a in Ricoh.
CUSTOMER RICOH USA, INC.
Signature:
Signature:
Name
Name
Title
Tllle
Date
Data
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R N CO H Ricoh USA Inc,
70 Valley Stream Parkway
M.owtgr Lense Agreement Malvern, PA 19355
Number: -
CUSTONIER INFOIthIATIox
Ltga on" RICHMOND6 CITY OF
Address SONSMST
City
Stale
p
Conger
TdephoncNumber
!
IN
3744247
63 x3.7
Tao IDNUolbcr
FaesimiloNumber
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This Master Lease Agreement ("Lease Agreement") has been written lu dear, easy to understand -English, When we use the words "yore, your" or "Customer" in ibis
Lease Agreement, we man you, our customer, as Indicated above. When we use tie words 'Ve, "us" or "our' In ibis Lease Agreement, we mean Ricoh USA, Inc. -
("RicoW) or, N we.sssip this Lease Agreement or any Schedules executed in accordance with this Lease. Agreement, pursuant to Station 13 below, tie Assignee (as
defined bet+ ). Our carposate offlea 1s located at 70 Valley Stream Parkway, Malvern, PA 19355.
1. Alinement. We agree to hose or real, as specified In any egaipmeal sdedde
executed by you and us and incorporating the lanrs of this Lass Agreement by
reference (a "Scheduld'), to you,'ond you sgae to lose orreay a applicable ham as,
sulded to Gee !emit of this Etna 'Agreement and and i cWcle. the personal Pad
Intangible properly described in such ScheArde. 7hopeRrnal and dd illible property
detcribed on ■ Schedule Qogether vAth all olkelmica% replacemenw, pads,
Substitution, addidonL impairs, and aceessorles bicowneled to or afNxed to the
pedpedy and any horse or sdnedpllon.dahts associated wile, the pmpaW will be
collectively Selected to at MOdueL" The manhcronv of the IwWv PxWd dail be.
aknvd to as the 'Momiacuritr." To the extent Act Product includes Iamaglbl
property or Pssoclted serried such as pedodl sollosm Ikeina and prcpald data bolo
subscription dghrs, stub inionluc property sholl be referred to as Ge "SoRaom."
2. SChedoierl Delivery add Acceptance. Each Schedule that Incorporate this lase
Agreement shall be gemmed by the terms and conditions otthis Las* Agreement, as
well am .by the terms and conditions set forth in so& individual Schedule Each
Schedule shall comtitnie a completo agreement otforik and distinct hem this la)e
Agreenlent andeasy other schedule.16 the event of a tongf CI lhahrern Act taau of this
Lease Agreement and any Schedule, the lama of seek Schedvlo shell pen and
cordrol, but only vdth respect to the product subject to tomb Schedule the Iemdmlimn
ofWxLass Agreement will ratoft Pay Schedule exeeekdoff todoefted"date
orsneh termination. Wkenlou active The Poached, you apes to loped it to dclamine
it is in good dodit valet. Scheduled Payments (m specified in the apfifcable
Schedule) will begin on fa Prodod dellmy and acceptance date ("Et%dive ]lady.
You agree to sips and prom to is a ddimy and wcq*m aNSae (+vklh, at our
aquas, may be done tlectan caliy) within three (3) business dap after say pindnet is
bablkd.
3. Term; Payments, The hat scheduled Payment (as spatted in do apfdlaWe
schedul) M—mcW') will be due on the Effed ve Ill a seek later data am we may
designate. Tie aeatailg Papoeals will be due on Gre Pete day of auk subsequent
month, union otherwite specified on the applicable Schedule. Many Payment or otter
amount paysdmlunder my Schodulebnol tadxed will& am(10) days ofbs due dale,
you will pay to as, in addition to that Payment, a oa&Gme 11 ciorph of 5% of the
omdup Foamed (but in no event gaoler diva the maximum amount albnod by
A"Neable lour), You also agree l pay all shippbrg and delivcay costs sasodeled with
the ousenhip or toe of Act Pmdoet, wldeh emoYnts maybe Included in sore Payinal
or billed separately. You agree (a pay $23A0 do cub the& Warned for h Wliclent
goods or fbr ens Dora "aeon. You also egret that, except a set tbtdt Is Session id
below, IRIS 19 AN UiiCONDMONAL„ NON -CANCELABLE AORHEMFIV•f FM
THE U94MUll TEM1 INDICATED ON ANY SCHEDULE TO THIS LEASE
AOREENENT: AR i moci is to us are 'bet" and nmandhbnal and an ml mbled to
ad off, defense. eou welsku or reducilon for oily rase. You agree Gee )'t Will
ram0 pa)mc. is tons it GieloPo efconsyM checks (orpenavol ekedu Is toe can of
soiepropildoskips) dkeddebit"with only. Ydaidso
agree got cash and mush equivotrnis are not acceptable forms ofpgmenl for this Lease
Agrtenlenl or any StWolo and Shot you Will not remit such goes of paymenl to Pa.
Payment in any other form may duly processing or be returned to you Arrmamwrc
onlyyev oryourauthoriied agent as appio+sd by us will remlt payments to us.
4. Product Loentlon; Use and Repair. You will keep and use the Product onlyat the
Product Location Shawn in rho apph ablo Schedule You will its my* Ate
Prodad Rom The location speaiffed in the applicable Schedule or nuke any elkrftiaor,
addillom or replacementi to the. Product wllhout our prior written contest, which
consent will not be umeasonsblywh ekd. Al your own cost and expense, liar will keep
the Badad ellgibl (br cry 1Narmlhelufer'P CertiAcatiun m o mdlnlananee and In
amplionee wM sppliabl taus and in good coridition, except for ordinary wear end
tar: You shall cgogo IUcoh, its subsidiarid or aUWaler, or m independent third party
(den "scnW) to proWo maintenance and Support scrriocs pursrast to a separate
ogreaud for Such purpose ('Matelenoace Agramenr'j. All alknuiems, addhlons or
seplccsneab Oil become part of the Piodod and our properly at so cost or expense to
tn. WemaylaSped the product at my reasonable time.
3. Taxes and Fits. In addition to the payvuaib under this base Agreement, you agree
to pay all mxa, masmals, tees aid ' charges govenmralalty imposed upon Per
purchase, Men* Possession, lasHF,. renting, opesadon, control or an of the
Prodact lace Pro Twitted to El and pay property tax. you ova, M our dlrecedon, to
cryker: (a) relnbaso us•for all pereoal property and now AWfor taxes mud
gomens aui chorga associated with did awaeisbip, possession or use of the Product
What billed by hajurluffolas; orjb)mnk to w.each billhtspedod our atbuseoftbe
pro -ruled egdnkar ofsudh Was hid govemmcntal ehorges, in Ike event knot theb9ft
period suds include a actmadely aided alkwo ofpensmal p opedy ad other similar
Wes, you aelmowledgeand Was Actsuch Proved repexmsouradmomofsodstaxes
Gel wail be payable with respect to the Pmduel during Nu teen or the sppdkabte
Scbedub. As compensation far our Internal and external coats in Act administration of
Wca related to aehunil ol'I mild you agree to payus a"PraperiyTax Admilstradve
Fee doamwmlmintoexceedthegsaerof10%ofActInvolved prrpedytax mm w
or $10 each Ana arch lox it insoieed daring fie ram of Are mppliable sdmdW% Put to
exceed 'the mxh men amamd pemxillcd by spok" lit. The Properly Tax
AAnWd aiho Feq ofour sole discation, maybe Increased by a aetandnot txceo ft
10% Macao( fei each subsequent year during Ile term of den applicable Sdedele to
reflect our hM2SW Cost of arbsbdmallon end We Will Posit you of ay, such is¢rease
by Make Nog such increased amount in the Tdomunt hwaice or it su eh other now" as
wemayde mappepLte, YwesrempWtopaymt0odsaksormetax&W)vuopl
to pay mall as am Act team ofda lime sad mr as a lamp am of lase lnseption, than
you agree to pay as a "Sala Tax AdmhdsWilveFee' equal to 3.5%of the total fit due
per year Stls and one lens, Wopp"L-, Will be charged arts s vaNd sales enduse tax
exemption «collate l provided to m.
hISMEhu02.13 tUrobDsaaOreaioohlo panrtstettdtrsduesrtxmrairoltcaapmy,Ltd.
02/20/2018 08:36 AM 24117290
EXHIBIT PAGE ►O:OF�j
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6. Warranties. We lmasfer to ),oil, ttillioul recourse, for the lemv ofeach Schedule, any
written warranties made by the Manufacturer or Software Supplier (as defined in
Section 10 of this Lease Agreement) with respect to the 1§odgel leased or rented
pursuant to steh Schedule. YOU ACKNOIVLEDGE TiiAT YOU HAVE SELECTED
THE PRODUCT BASED ON YOUR ONN JUDGMENT AND You HEREBY
AMRliwivELY DISCiA141 RELIANCE ON ANY ORAL REPRESENTATION
CONCERNING 111E PRODUCT MADE TO YOU. Howeve, it you• enter into a
MairuenanceAgreemenlwhth Senicer with aspect to any Producl, noprovision, clause
orpimgnph chills Least Agreement shall alter, restrict, dimielsh or tvalve the riglds,
remedies or benefits that you may have against Senicer under such hlalntcnnncc
Agreement. 1VE MAKE NO WARRANTY, EXPRESS, OR IMPLIED, AS TO ANY
MATTER WHATSOEVER, ACLUDING, BUT NOT LE MD, 70, THE IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, AS TO US AND OUR ASSIGNEE, YOU LEASE OR RENT THE
PRODUCT "AS-IS.i' The only ivarrandes, express or implied, made to ynu are ilia
warranties (irony) rude by the hlanuracturer and/or Senicer to you in any documents,
other than this lease Agreement, executed by and between the Manufacturer. and/or
Senicer and you. YOU AGREE THAT, NOTIVITIiSTANDINO ANYTHING TO TM
CONTRARY, iYE ARE NOT RESPONSIBLE FOR, AND YOU NMI, NOT MAKE
ANY CLAIM AGAINST US FOR, ANY CONSEQUENTIAL, SPECIAL, OR
iNDIRECTDAMAGES.
y Loss or Damage, You are respmtsiblo for any shelf of, destruction of, or damage to
the Product (collectively.1oss') front any cause at oil, vyhc0rcr or not Insured, front
the time of Product deliveryto you until it isdelhered tons at ilia end of the farm of the
Schedule. You ore required to make ail,Paymtrds even If there is a Loss. You must
nail ly m in writing immediately of any Loss. Then, at our optlon, )nu will either (a)
repair (lib Product so )hat it 1s in good condition and working order, eligible for any
Manufacturer's tertlficalion, (b) pay us the amounts specified in Section 12 below, or
(c) replace the Product % ilh equipment of like age and capacity form Mcob.
11, Tndemnlly, Liability and insurance. (a) To she extent not proMblted by applicable
Jaw, you agree lo,indrmnifyus, defend us and field us harmless Ivan) all claims arising
out of fife deads or bodily injury orally person or the damage, loss or destruction orally
langibits property caused by or to fit* Product, except to the extent caused by our gross
negdiganeo or willful misconduct. (b) You agree to maintain fiutpanea 10 cover the
Product for all types orloss, Including, midiout limitation, thtll, In an amount not less
Ilion the full ivpineenent value and you will name us as on addilonal Insured and loss
pa)ec on your Insurance policy. In addition, you agree to maintain comprehensive
public liability insurance, which, upon our request, shall be in an amount acceptable to
its and shrill name us its an additional insured. Such insurance will provide that wa will
be given thirty (30) days advance coffee of any cancellation. Upon our request, ynu
agree to provide us with evidence oisuch fmuaince in a form masormblysofiafaetaly 0
its. If)ou foil to maintain such Insurance or to provide us vi0t evidence or such
insurance, we may (but ore not obligated to) obtain insurance in such amounts and
against such risks as w+e deem necessary to protect our interest in the Product, Such
insurance obtained by us will not Insure ynu against any claim, Babigly or loss related
to )our Interest in Cite Product and may be cancelled by us at tiro. You agree to
pay us an additional amount each month to reinibuao us for the insurance premium and
an adminishalive fee, on attics we dr our affiliates may cam a profit, In ilia event of
loss or damage to the Product, you agree to mmahn responsible fbr the Payment
obligations under this lease Agreement until IhcFcymeal obligations am fullyzafisGM.
9, TIUe; Recording. lVe.are the owner of and will bold title to the Product (except for
any Sofrware). You will keep the Product free ofall liens and encumbrances. Except as
redecied on any Schedul5 )-all agree that this Lease Agreement is a hue lease.
Howevc, ifany Schedule is deemed lobe intended for security, you hereby grant to us
a purchase money security Interest in We Product Covered by the applicable Schedule
(including city replacements, substitutions, additions, attachments end proceeds) as
security for ilia payment of this amounts underaech Schcdtde. You sulhoriza us to Man
copy of this Lease Agreement and/or any Schedule as a financing statement, and )vu
agree to promptly execute and deliver to us any financing statements covering the
Prodact that wx may rensanably require; provided, however, that you hereby mallosize
us to file tiny such financing statement without your authentication to the extent
permilied byupplicablc law.
10. Software or Inlooglblcs. To ilia extent that ilia Product includes software, you
understand and agree that we have no right, sidle or interest in the Software, and ynu
nil l comply throughout the team of" Lcasc Agrcemrdt with any license and/or other
agreement ("SofiworeLicclue) entered into wisli the supplierol
Ilse Solhvcre ("Softi ara Supplier"). You are responsible for entering into any Soihvare
Mceuso wilh the Software Supplierno toter than the Effective Dale.
11. Default. Each of the lbllowing is a "Default" under thif Lease Agrccnient and all
Schedules: (a) you fall to pay any Pa)mcnt or any other amount within lhlrly(30) days of
Its due dnie, (b) any representation or warmnly mado by ynu in this Lease Agreement is
false or incorrect undlor you do not perform any of your other obligations under this
Lcaso Agreement or any Sctedule nnd/ur under ony other agreement with us or with any
of our aSales and this While continues Ibr thirty (30) days after wohavo notified you
of il, (e) a petition is filed by or against )ins or nny guamnmr under any bankruptcy or
insolvency law or a trustee, receiver or liquidator is appointed for )6u, any guarntor or
anysubsiondolpart ofyournssels,(it))oworany guarantor makes in assignment for the
benefit of creditors, (a) any guarantor dies, slops doing business as a going concern or
transfers all or substmilially all oflaudi guarantors assets, or (I)you slop doing business
as a going concem or tmnsfar all or substanliallyall df)our assets.
12, Reacdler, lfn Default occurs, wo may do one or met*ofOfe fblloiving: (a) we may
cancel or terminate This Lease Agreement and/or any or all Schedules, antverany or all
other agrectnends that are have entered into will yvu; (b) awe may require )uu to
immediately pay to us, as compensation lbr lass of our bargain and not as a penalty; n
suns equal to: (1) all past duo Payments and all a0eramounlsthen due and payable under
Phis Lease Agreement or any Schedule; and Qi) lite present value ofall unpaid Payments
for Ilie remainder of the tees dreads Sciteduleplus Ilse present value ofow anticipated
,value of she Product at the end of We initial tam) orally$chedule (or any renewal ofaueh
Scledule), each discounted at a role equal to 3% per year to die dale-ordefauly and wv
may charge )vu interest on all amounts due us from the date ofdefaull unlll paid at the
rote of 1.5°% per numili, but in no event more Ilion Ilia maximum tale pencilled by
applicable lave. We agree to apply the net proceeds (as specified bblow in ibis Scclion) of
any disposition of Us Product to the amounts that you mrYusi (a) we mayregtdre )nu to
deliver the Product to us as Act forth to"Section 14; (d) vrc or our repmsentnlivo, may
peacefully repossess ilia Product without court order and you will not make any claims
against as for damages or trespass or any other reason; (a) we may tierche any and ail
other rights or remedies available to a leader, secured party or lessor under the Uniform
Commercial Coda ("UCC"), including, witlioul liniilallarp those set forth in Article 2A
of Ilia UCC, and at law' or in equity, (0 we may Immediately terminate your Tight to use
Ilia Software including the disabling (ariAlo or by remote communication) of any
SoRaare, (g) we may demand file Immediate return and obtain possession of Ilia
SoRiwre and re -license ilia Software at a public or private sale, (h) are may cause Ilia
Solhvare Supplier to terminate the Sofivaro License, support and other services under
the Software License, and/or (i) at our option, waemay sell, re -lasso, or otherwise dispose
of the Product under such terms and conditions as any be acceptable to us in our
dfseretlon. You agree to pay all of our costs or enfoeing our rights against )uu,
including reasonable atlomays' fees, and oil costs related to die safe or disposition orthe
Product including, without limitation, incidental damages axpended in the repossesslon,
repair, preparation, and advertisement for sale or icase or oilier disposhlon of the
Product. If vie Inke po session orthe Product (or any Soihvam, if applicable), va.mny
sell or olluerise dispose of it with or without notice, at a public or private disposition,
and to apply tine net proccedz'(aller we have deducted all costs, including reasonable
alldmc)5'. firs) 10 thC amounts that )va 0{re Us. You agree that, If notice of said Is
required by low to be given, five (5) days notice shall constitute reasonable notice. You
will remain responsible for any deficiency that h due after we ]love applied any such net
proceeds,
13. Ownership of Product; Assignment. YOU HAVE NO RIGHT TO SELL,
TRANSFER, ENCUMBER, SUBLET OR ASSIGN TM PRODUCT' OR TIM IFASE
AGREEMENT OR ANY SCiIEDULE WITHOUT OUI(PRIOR WRITTEN CONSENT
(which consent shall not be on=* sonably withiseld). You agree that wx may sell or
assigns all or portion ofour lotcresls in the Product and/or this LeaseAgiremcnl or any
Schedule witboulstolicc to you even if less than all the Payments have been assigned. In
that event, the assignee (the "Assigns) ivill here such rights as ive assign to them bill
none of our obligations (wc will keep those obligations) and the rights of the Assignee
will not be subject to any claims, defenses or set oft2 that you maybave against us. No
assignment to all Assigns will release Ricoh front any obligations Ricoh may have to
you hereunder. The Maintenance Agreement you have enlcicd into with a Senicer will
remain In full force and effect Hirt Servicer and will not be affected by, any such
assignment, You acknowiedgo that Ore Assigns did not menu@cture or design the
Product and that you have selected Ufa hlanufacture, Senicer and the Product based on
)-stir owns judgment.
hISTLSE MA 02,13 RicAb and The Ricoh Lago ere registered sademsrks of Ricoh Compsny, Ltd.
62120/2018 68.36 AM 24117280
EXH161T PAGE OF3
Paget of 4
14. Renewal, Return of Produch AFTER THE MINIMUM TERM OR ANY
EXTENSION Olt ANY SCHEDULE TO THIS IMF AGREEMENT. SUCH
SCHEDULE IVILL AUTOMATICALLY RSNEW ON A MONTH -TO -MONTH
BASIS UNLESS EITHER PARTY NOTIFIES THE OTHER IN1V11Tf NO AT LEAST
THIRTY (30) DAYS, BUT NOT MORE THAN ONE HUNDRED TWENTY (120)
DAYS, PRIOR TO THE EXPIRATION OF THE MINIMUM TERM OR
EXTENSION OF SUCH SCHEDULE; PROVIDED, HOWEVER, THAT AT ANY
TIME I3URiNO ANY htONTH TO•MONTH PMEIVA19 WE HAVE THE RIGHT,
UPON TIMtTY (30) DAYS NOTICE, TO DEMAND THAT YOU RETURN 711E
PRODUCT TO US 1N ACCORDANCE WITH THE TERMS OF THIS SECTION W.
Noteiihstanding the forep<odng; nothing herein is intended to provide, nor shall be
Interpreted as providing, (a) )ou with a legally ealbeeabls option to extend or resew
the hums oftids lease Agreement or any Schedule, or. (b) us with a legally enforceable
option to compel any such extension or renewal At the end of or upon Termination of
each Schedule. Sou will Immediately alum the Product subject to such expired
Schcdule.to us (or our designee), to the location designated by To,, in as good condition
os_whan you reeelved it, exeW.for ordi asy wrar and kar. Yon will beer all shipping,
de-kmlling, and cialiag expenses train Product and will insum duo Pnxhki for Its fall
repiaccntrnt value d ti ag shipping. You must pay addidoal monthlypsyments at the
samendc, as then in efletl under a Schedule unfi) the Product is returned by)oo tad Is
received In good condition and viviftorder byuscrow deslgnees. Notwillnknding
aalyirias to the contrary ad forth in dts Lease Agpeemat, Ike parties deknowh 1p and
acne toot pa sholl bawa am abliption to remove, delete, presen% roulade or
otherwise salbgaard airy futbmnatlen, images or control retained by or wildeal In say,
Products hued by you hereunder, wfiNher 0uough a dWal stares; &vke hard drivro
or atlas dcctroak nedkm ("Data Afnaagemetd Services'). If dsdnd, yvu un1Y roW e
Ricoh to perdum Date Management Services at then-proming rake. You
sclutowledso that )was are raps tilble for entering you own eompilonee With legal
requirements in.councedon with dais retention sort protection and Thai us do not
Provide legal advice or represent Oat tine Pre&ck will pnoetea compliance wish such
stgdreatalb. The selection, use and design of any Dales Managerned Services, and
say "siam arising with aspect ta The deletion or sta;age of data, as Well es The loss
ofagvdale resuldritthere&on sNollbo)ouridle and exclusive rspaulWRly.
15. Miscellaneous. It Is do talent of the paths gal This Leaso A<rcemat and my
Schedule shall be dtorned and coastitule a 'finance koW' as deflod under and
Spanned by Article ZA of the UCC. ORAL AGREEMINES OR COAL MIENTS
TO LOAN MONEY, EXTEND CREDIT On 70 FORBEAR FROM. ENFORCING
REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW
SUCH DEBT ASS NOT ENFORCEABLE. YOU AGREE THAT THE TERMS AND
CONDITIONS CQRrAiNED iN THIS LEASE AGREEMENT AND IN EACH
SCHEDULE MAKE TIP MIB ANENTIRE•AOREEMEiTl'.BETWEN US REGARDING
THE LEASING OR RENTAL OF THE PRODUCT AD OUPERSEDE ALL PRIOR
WRI1TEN OR ORAL COMMUNICATIONS, UNDERSTANDINGS OR
AGREEMENTS "Bu W6EN THE PARTIES RELATING TO THE SUBFECT
MATTER CONTAaW iImaK iNuili A WITHOUT LI ETAMON
PURCUASE ORDERS. Any pinions,, order, or other cadeving documents will not
madly or of ci dds Lease Agruxmeat or saySckedude, nor have any other legal ellorl
:od dball an only the pespose ofideslit)Rog.lhe equipollent cedasd. You aftrim us
do supply say adssing 'lnmggare to osde? nnmber ('CTO'7, other equipment
Men Ealkn numbers Oncludirg, without gmiYt xn serial numbers),
agemnat/sehedde kieodryadoa rromlxn aad/ordsks k this Lase Agreement army
Sebed le. You acknowledge. Pool you hove out been bdacld to rater into this p esso
Agreement by any repsalation or Wammy rat expressly set Awth In 96 Lase
Apoeueal. Neither fide Lore Agroceat Tor any Schur* is bleffus an as until se
alga R. Any choose in any of din terms and conditions o f*h LcesdAgreement or any
Scheduo mat be In wsldag and eipted by cat, if se delay or All to aafbses any ref Its
dgtm under tlds Imp Agreement rrkh respect To ow or all Sehedulm ise will still be
able to enforce Those vitiMs at a Istertime. AS obgecs shall be gives, In writiagand sat
d0ier (a) by califiod Paull. or saopiatd or WjXdeEvew senice, postage papaid,
addressed to The Only retching the notion at go addres shown an die Sh id of Dab
Lena Agreement or (b) by 8ss6tiffe I n an s", with, eel cosfimngoe, Io Ike
Pik numbershown below ink pasy's skuhms on ibis Lass Agreement. EPlher
party may change its address at ficsim0e sunhor by giving wrinea no ca of such
change to the other pasty: "cn slall be effective on the dale seat. Each or our
reeheQvro riglds and iMunaidet m'E snrrivo the knnadatioun of Tdsleue Asreauuenl
and tacb Schedule. If moue dmn oc crstoma Ira sigoW gib LencAgreemad crony
Sebeduk, each csstaner
agrees that its liability is joint and several. it is the express intent of lite parties not to
violate any applicable tuury laws or to exceed the moxitnum amount of time price
difilventlal or Interest, as applicable, pcmdlled to be charged or colleclad by applicable
Ian. and any such access palntcnl will be applied to payments in the order of maturity,
and arty reawining excess will be refunded to )on. We take no representation or
warranty or any Bind, express or implied, vvith respect to the legal, tax or accounting
Irealnwnt of This Learn Agrteraeot and any Schedule and )on neknowhdge That wo art
an independent eonlmclor and not your Rduetnry. You will obtain your own legal, lox
and accounting advice relay to this Lease Agreement or any Schedule and make your
own deicmrhmlbm of The proper accounting Treatment of this Lease Agreemol or any
Schedule We may acehveompenullon ll an The Monofsctuar or supplier of the
Product In order to enable us to reduce 1W cost of ieasdng or renting the Product to )ou
under this Lease Agreement or anylithedule below what uv other0so woidd charge If
-,e received suelt comliemallou, the reduction in Ike east of leasing or renting die
Product Is allected in WeASainwn Payment specified In gte appllcableSchedule. You
anlhorixe ter, our agent mWer our Assignee to oblate Credit reports and make credit
k hfcs agrtding you and )vur financial condition and to provide your Information,
Including pay oeat history, to our Assign and third parties kovinj in economic Interest
in this Lease Agreement any Schedule or the Product. You agree to provide updated
aamat aadioryu alterlyfiaandal staterisak tovaupon rtgaest.
16; Governing Law l Jurltdledesp Wever of Tthd By Jury and Certain RIgINs and
Rea dike Under The TkdPorm Commoraled Code. YOU AGREE THAT THIS
LEASE AGREEMENT AM ANY SCI MULLS WAL BE GOVERPIED TINDER THE
LAW FOR THE CdhhMONWEALTH OF Pfl"SYLVANIA. YOU ALSO CONSENT
TO THE VENUE AND NM'EXCLUSIVE JURISDICTION OF ANY COURT
LOCATED NtEACH ,OFTIM COMMONNBALTII OFMWVLVANIA AND, THE
STATE WHERE YOUR PRINCiPAL PLACE•OF nuso 88 OR RESIDENCE is
LOCATED TO RESOLVE ANY COMOT UNDER THIS LEASE AGREEMENT.
THE PARTIES TO THiS LEASE AOREEMENT EACH WAIVE THE RIGHT TO
TRIAL BY FURY IN THE EVENT OF A 1AWSUl7. TO THE EX7ENT.PE WMED
BY APPLICABLE LAZY, YOU WALVE ANY AND ALL RIGHTS AND REMEDIES
CONFERRED UPON A CUSTOMER OR LESSEE BY ARTICLE ZA OF THE UCC
THAT YOU MAY HAVE AGAINST US (BITi' NOT AGAINST THE
MANUFACTURER OF THE FRODUCT). TO HELP THE GOVERNMENT FIGHT
THE .FUNDiNG OF TERRORiSM AND MONEY LAUNDERIiG ACTIVITIES,
FEDERAL LAW REQUETIES ALL FINANCIAL W117MITIONS TO OHTAIN,
VERIFY AND RECORD INITMIATION THATTDENTIFIES EACH PERSON WHO
OPENS AN ACCOUNT. WHATTHIS 161RAM FOR YOU: WM YOU OPEN AN
ACCOUNT, IVE 1YR.L ASK FOR YOUR WAIVE, ADDRESS AND OTHER
INFORMATION THAT IV" ALLOW US TO IDENTIFY YOU. WE MAY ASKTO
SEEMENHPYBiaDomgg TS.
17. Counlerptark; Faeshalks. Esch Schedule nay be executed in counterparts. The
counterpo t which hen our mltbsol slgoahue and/or Is In out possession or control :ball
comtiaale cholkl paps as Oat lam is defined In The UCC and stroll eonsdats the
original agreement for all papas, ischdtas, without lhpisaft (a) any hestring, trial
or proceeding wddt raped n inch Schodsle, and (b) wry determination as ta wbkh
version of ouch Schedule contilots die sbtgle Ime orlginl (teas of eMael papa user
The UCC. N yeti alga and uomnk a Sciedale to us by fheskdk, or other elcetrmia
haldndssieg tie fkcsdmfie or speh dednonde transmbslon of such Schedule upon
execution by Tax (maaplly or dalsorfift as appiiceft sholl be binding open ilea
pants. You agree dot the facsiedle or older dechusk Transmission of a Schedule
mnklel gyourRxsimEeorothaeknrordeftlo-saftedsk=toevNchkmamodly
or elaindeilly signed by us, shelf etasl(lste duo sighed apeman Air all puap bee,
Inetudln% witboot iimNikok Thee atglowd sham to This Sudan. Yen agree to deliver
to us upon ter ssyoest The counkrpsA orsuch Schedule contdddng year original maimed
stRnaMe. .
18. Sate and ►.teal Goveromen(Provhisna. Ifthe Customer is a Sale or polkal
subdhiskn are &ale, andear* tams in defined in Section 103 of the ishmol Roamme
Code, tin 111:11owlag oldiff k M tetras Ted conditions shill spor..
(a) Essed(ality. During the team of Ids Ia:eAgreement and anySchedtdq Ole Product
will be used solely Tor the pupae or perfuming on or more governmental or
propdeaey Americas consistent with the permissible scope of your oulhodly. You
repre3ent ad warrant Gat die ow of the Product Is essential to performing inch
sommmealal orropiclory Iboodo"L
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j EXHIBIT _�L PAGE 12 F 13
(b) Pion-ApproprlallonNon-Substllullon. (1) if all of the follavlag shall occur: (A)
)our governing body fbih to appropriate sullicienl monies in any fiscal period for
rentals and other pa)menb coming due under a Schedule to this Lease Agreement in
[be not sucMfing fiscal period fir any equiptient Ailch will pcifli m services and
4ucthns which in whole or In part Oro essentially Ilia some services and ftrnctiom
perlbrmed by tie Podud covered by any such Schedule, (11) other funds ale not
ovallable Air sueh p omenb, and (G) the non•appropdadon offumis did not resmk from
any net or nrllare to rat on year pan, Umn a'Won-AppropsiaUoB' shall be deemed to
have occurred. (10 If a Non Approprlalton occurs, Ihen: (A) )min mull giro as
br mnUala nolke ofsuchNon Approprialhon and provide written notice ofsuch failure
byyvar govemiog body at least sixty (60) days prior to the end attire then currant fiscal
S1ear or If Non -Appropriation has not occurtad by suck date, immediately upon Non -
Appropriation, (Il) no later Own the last dayorlhe nscnl )ear Poi which appropriations
were mode ibrthe metal On order any Schedule to Ihls Lease Agreement (tla'Y(Norn
Dainty, you shall return to us nil, but not Ins Own all, ornre Product cowed by such
Selo" to this Lem Agreement, at )mu sole exprout In accordmee wills dal termer
lureat slid (G) ory Sehodele to this Lease Agreement slap ktnrlswlc on the Ream
Dale wistaul peralty or expense to you and )VP shall not beobilgated to pay the rentals
beyond roes fiscal yee, provided that (a) you shelf pay any and all addis nd other
payments duo up 11=0 the end of stu last day of llte fiscal year far much
appropriations were nude and (y) )ou ilull psy aleatr-twounith red of no rate set
forth In any such Schedule far each month or part Uureef that you fill to retain the
Proded so sells" larch. (Ill) Upon ANY such Noo-Approprhllon, upon our ledpscu,
You WIN p oreldr, upon our rsmgab as mddos of it deprrded counsel oft shop be
sasorsblygcecphhle to tn). is trim ressoxably neeptable to us, c onfhndug the Non.
Appmpdstimsndpasrldhgramna*suniaeniproofofsuebNon•App mpsjadon.
W Fsndlag Intent You repraed and unusual to us, Poll )ou presealljr Intend to
continue this Lease Avicesac l and any Schedule hatlo_for One entire kno of sueh
Sche4Ae and to pay all sense is relating to such Schedule and to do ail things lawfidly
wiOdn )taw power to obtola and maintain Rands them which Iles raolets end ell other
payments owing under such Schedule maybe
made 3110 parties Oelmosvledge that appropriation lbr rentals Is a governmental function
to which )ou cannot conlmclually commit )oursdrin odsance and this Lease Agmemeal
Shall not camlitolo such a eommibmat. To the extent peiditrod by tan; die person or
costly In charge of Preparing your budget will include In ilia budget request Ibr eaeb
HMI )tear during the terns of each Schedule, respadvely, b Oda Lease Agreement fin
amount equal to the TOWS (to be used for such rentals) to become due in inch navel
)roes, and will ale all reatomble and WwNI means available to secure Ilia ap"rhiston
of money for such f3sn1 year sunicklit to pay ail rentals caning duo dining such fiscal
ywr.
(d) Authority and Authorization.0) You represent and warrant to us Oral: (A) you are
a bldo'dupulitical sabdworsofs Slate, a those terms are deifned In Section 103 orste
Internal Reserve Cede, (0) )tin hue The poster and suSodly to enter into this Lease
Agreemed and all Se)udules to 0ds Lapse AVn vmentp (C) ilia Leone Agreement and all
Sdk&la to this lease Agreement have been duly outhori ns!, executed and delivered by
)tat and constitute valid, legal and binding ogrmngd(s) enforceable against )on In
accordance wills their lay" and (D) no furdser approval, cement or withholding of
obJa6ons is regaircd Rom any govemseatal authddq with rnpeel to lids Lease
Agreement or may Schedule to this Lau Agreement. (llj Hand to des extent requited by
us, you spree to provide to with ea opiahm of independent counsel (who stall be
ntasernbly acaaplalile a os) coa8mdng the fbregsing sad ether rebled mullers, In gbms
and sublime acceptable to as. (fir) You agree to Jobe ell required Actions and to life all
necessary *no& invading IRS Poma DIMS -id or 8038-04 a app"It', ta prcaerve ON
leis "co" "a of" Lease ASnernseal and ale schedohm "Via. (iv) You agree to
provide as wiOh argrofficr documents that we may ressoosldy request in co anotion with
the horips is sad rids Lass AplrpemeaL
(s) Asdptmeal. Yon egret to acbrnowledge any osstgsmtcrd to the Assignee in wrift
Use regmskd, and, t<opplkdr)e, to trap a compute and acwmle record of all ash
eadgmaenb lna allow that eomplha wish Seadon 149(s) orthe Internal Revenue L1odo
OW UotegakUoaspromulgakd thertlmdee
iN MiMS WHEREOP, dbparta here emoled thin LessoARRKmed as ofn¢disks set Rosh bdmv.
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EXHIBIT � PAGE 13 OF