HomeMy Public PortalAbout031-2019 - Fire - Ricoh USA - Copier_1 1 _li 1�1 11►
THIS AGREEMENT made and entered into this r17A day of r �, 2019, and referred to
as Contract No. 31-2019 by and between the City of Richmond, Indiana, a municipal corporation
acting by and through its Board of Public Works and Safety (hereinafter referred to as the "City")
and Ricoh USA, Inc., 70 Valley Stream Parkway, Malvern, Pennsylvania, 19355 (hereinafter referred
to as the "Contractor").
SECTION 1. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to furnish and install one (1) RICOH MP. C4504EX Configurable PTO
Model Copier ("Equipment") and to provide "Gold Service" maintenance coverage services for the
Richmond Fire Department in addition to requested training and maintenance warranty for said
Equipment (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 or servicing 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 was received February 2, 2019,
consists of eight (8) 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 or performance of any services that do not meet all specifications listed on "Exhibit A" or
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. 31-2019
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 11. 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 111. COMPENSATION
City shall pay Contractor a total amount not to exceed Five Thousand Eight Hundred Fifty-five
Dollars and Zero Cents ($5,855.00) 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
$0.0055 for black and white copies and the rate of $0.04 for color copies as described on
Contractor's quote, billed monthly, for the satisfactory performance of this Agreement. Said
purchase shall include the staples and shall also include the trade in of a Ricoh M056001 SP model to
be picked up by the wholesaler.
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 also continue in effect until the completion of the Project, not to
exceed sixty (60) months from the date of purchase of the Equipment. This Agreement shall not
automatically renew.
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.
Page 2 of 6
In the event of such termination, the City shall be required to make payment for all work performed
prior to the effective date by Contractor, but shall be relieved of any other responsibility herein.
This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties by
setting forth the reasons for such termination, the effective date, and in the case of partial
termination, the portion to be terminated.
SECTION V. INDEMNIFICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to person or
property or any other claims which may arise from the Contractor's conduct or performance of this
Agreement, either intentionally or negligently; provided, however, that nothing contained in this
Agreement shall be construed as rendering the Contractor liable for acts of the City, its officers,
agents, or employees. Contractor shall as a prerequisite to this Agreement, purchase and thereafter
maintain such insurance as will protect it from the claims set forth below which may arise out of or
result from the Contractor's operations under this Agreement, whether such operations by the
Contractor or by any sub -contractors or by anyone directly or indirectly employed by any of them, or
by anyone for whose acts the Contractor may be held responsible.
Coverage Limits
A. Worker's Compensation & Statutory
Disability Requirements
B. Employer's Liability $100,000
C. Comprehensive General Liability
Section 1. Bodily Injury $1,000,000 each occurrence
$2,000,000 aggregate
Section 2. Property Damage $1,000,000 each occurrence
D. Comprehensive Auto Liability
Section 1. Bodily Injury $1,000,000 each person
$1,000,000 each occurrence
Section 2. Property Damage $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
Page 3 of 6
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 V11. 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:
I 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
Page 4 of 6
course of this Agreement that this certification is no longer valid and said determination is not
refuted by Contractor in the manner set forth in IC 5-22-16.5, the City reserves the right to consider
the Contractor to be in breach of this Agreement and terminate the agreement upon the expiration of
the ninety (90) day period set forth above.
SECTION IX. COMPLIANCE WITH fNDIANA 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.
Page 5 of 6
In. the event of any breach of this, Agre'ement.by Contractor, and inaddition to any other, damages or
remedies,. Contractor shall be.,liable for all costs. incurred by City due to the enf6rcement of this
Agreemeht; including but not limited to;City's reasonable attorney's fees; : whether or -not suit is filed.,
In, the event that an ambiguity or question of,intent:or a need:for'interpretation. of this Agreement
arises, this Agreement shall beconstrued 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
l5rovisions 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.
gccuyss
THE CITY OF RICHMOND,.
INDIANA: BY AND THROUGH ITS: Board
of Public Works and Safety
By:
Vicki, Robinson, President,
Richard Foore, Member
By.
Emily Pa er, Member
"CONTRACTOR"
RICOH USA, ' INC.,
10 Valley Stream Parkway
Malvern, PA 19355
By
Printed
Title: Inovicw4y, CCAad
APPROVED' f, Date
Date:.
Pa& 6 of 6
DocuSign Envelope ID: AOD72389-25D2-449A-AFDB-2EB2EFA9A45D
•
ORDER AGREEMENT
Master Maintenance and Sale Agreement Date:
Sales Type: CASH
EQUIPMENT BILL TO INFORMATION
Customer Legal Name: CITY OF RICHMOND
Address Line 1: 50 N 5TH ST
I Contact: June Marshall
Address Line 2:
Phone: 765 983-7541
City: RICHMOND
E-mail: jmarshall@richmondindiana.gov
ST/Zip: IN/47374-4247 County: WAYNE
I Fax:
Check all that apply:
❑ PO Included PO# ❑ PS Service (Subject to and governed by additional Terms and Conditions)
❑ Sales Tax Exempt (Attach Valid Exemption Certificate) ❑ IT Service (Subject to and governed by additional Terms and Conditions)
❑ Syndication 2 Fixed rate Service
❑ Add to Existing Service Contract #
This is an Order made pursuant to the terms and conditions of the above referenced Master Agreement(s) between Customer and Ricoh USA, Inc.
The signature below indicates that the customer accepts all terms and conditions of the applicable Master Agreement(s) for this sale, all of which are
incorporated herein by reference and made part of this Order. This Order is not valid unless and until signed by and Authorized Signatory of Ricoh
USA, Inc.
SERVICE INFORMATION
SERVICE BILL TO INFORMATION
Customer Legal Name: CITY OF RICHMOND
Address Line 1: 50 N 5TH ST
Contact: June Marshall
Address Line 2:
Phone: 765 983-7541
City: RICHMOND
I E-mail: imarshall@richmondindiana.gov
ST/Zip: IN147374-4247
I County: WAYNE
I Fax:
Service Term Months
Base Billing Frequency
Overage Billing Fre uenc
Service Type
60 Months
MONTHLY
MONTHLY
I GOLD
SHIP TO INFORMATION
Customer Name
Address Line 1
City
Contact
Phone
Address Line 2
ST2ip
E-mail
County
Fax
CITY OF RICHMOND
101 S 5TH ST
RICHMOND
June Marshall
(765)983-7541
IN/47374-4222
jasshall@richmondindiana.g
WAYNE
ov
PRODUCT
INFORMATION
Product
Service
Total B/W
Total Color
Color
Service
Base
Extended
Description
4TY
Level
Allowance
B/W Ov 9
Allowance
Ovg
MONTHLY
Sell Price
Sell Price
MONTHLY
MONTHLY
RICOH
1
GOLD
0
0.0055
0
0.0400
$0.00
$5,580.00
$5,580.00
MPC4504EX
CONFIGURABLE
PTO MODEL
BASIC CONNECTIVITY I PS I IT Services
Quantity
Sell Price
Extended Sell Price
Description
TS NETWORK & SCAN - SEG BC4
1 1
1 $150.00
1 $150.00
Page 1 of 2
2/5/2019
Version#1.1
25246830
w� -
DocuSign Envelope ID: AOD72389-25D2-449A-AFDB-2EB2EFA9A45D
TAS END USER TRAINING 125 1 $125.00 $125.00
ORDER TOTALS
Service Type Offerings:
Product Total:
$5,580.00
Gold: Includes all supplies and staples. Excludes paper.
BASIC CONNECTIVITY
/ PS / IT Services:
$275.00
Silver: Includes all supplies. Excludes paper and staples.
Buyout After
Promotions:
$0.00
Bronze: Parts and labor only. Excludes paper, staples and supplies.
Grand Total: (Excludes
Tax)
$5,855.00
Additional Provisions: Insert ANY additional provisions here
Accepted by Customer
Accepted: Ricoh USA, Inc.
Authorized Signature:
Authorized Signature:
Printed Name: June Marshall
Printed Name:
Title: Business Manager
Title.
Date
Date
Initials
Page 2 of 2 25246830
2/5/2019
Version#1.1
..r
Certificate Of Completion
Envelope Id: ACD7238925D2449AAFDB2EB2EFA9A45D
Subject: Ricoh Documents For You to Review and Sign (Quote Number - 25246830
Source Envelope:
Document Pages: 2 Signatures: 0
Certificate Pages: 3 Initials: 0
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
®SECURED
Status: Delivered
Envelope Originator:
Ricoh DocuSign
70 Valley Stream Parkway
Malvern, PA 19355
Ricoh DocuSign@F;Vicoh-Usa.com
IP Address: 205.145.16.4
Record Tracking
Status: Original Holder: Ricoh DocuSign Location: DocuSign
2/5/2019 7:47:28 AM RicohDocuSign@Ricoh-usa.com
Signer Events Signature Timestamp
June Marshall Sent: 2/5/2019 7:47:29 AM
jmarshall@dchmondindiana.gov Viewed: 216/2019 12:00:44 PM
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 2/6/2019 12:00:44 PM
ID: aa0al 1 Wel d8-41 eo-b374-e52dO471 ed28
in Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
,Intermediary Delivery Events Status Tim6stamp
Certified Delivery'Events Status Timestamp
Carbon Copy Events Status Timestamp
Swift Dan L. Jr Sent: 2/5/2019 7:47:29 AM
Dan.Swift@ricoh-usa.com PIED Viewed: 2/5/2019 7:50:14 AM
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 811212018 7:07:56 PM
ID: ee2aa466-8b9l-43ed-8309-8leb797c7Ob7
Notary Events
Signature
Timestamp
Envelope Summary,Events
Status
Timestamps
Envelope Sent
Hashed/Encrypted
2/5/2019 7:47:29 AM
Certified Delivered
Security Checked
2/6/2019 12:00:45 PM
Payment Events
-- ----- ---- -
Status
Timestamps
Electronic Record and Signature Disclosure
RICOH
MASTER MAINTENANCE & SALE AGREEMENT
CUSTOMER iWORNIATION
Full Legal Name
City of Richmond
Address
50 N. 51h Street
city
Richmond State IN Zip Code 147374
This Master Maintenance & Sale Agreement ("Agreement") sets forth the specific terms and conditions under which Ricoh USA, Inc. (".Ricoh") agrees to sell
the specific equipment, software, and/or Hardware ("Products") and/or provide the services ("Services") identified on an Order (defined below). In order to
obtain Products and/or Services from Ricoh hereunder, Customer will either: (i) execute an order form (in a form to be provided and executed by Ricoh)
referencing this Agreement; or (ii) issue a purchase order to Ricoh (each, an "Order"). Either party may terminate this Agreement at any time upon prior
written notice to the other. Termination of this Agreement shall not, however, alter or otherwise modify the rights or obligations ofthe parties with respect to
any Order placed and accepted prior to such termination. Each Order is separately enforceable as a complete and independent binding agreement, independent
of all other Orders, if any.
Terms applicable to Service transactions only:
1. 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 Tenn 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 Agreementand 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 [lie 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 extemal,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.
2. Service Calls. Unless otherwise specified in an Order, service calls will be made during 9:00am — 5:G0pm local'service tune, 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, 4" 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.th a terms and conditions of
this Agreement.
3. Term; Early Termination. Each Order shall become effective on the date that Ricoh accepts the Order, and shall continue for the terns 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
tennination as specified below is given. The duration of the initial tern 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 Tenn of at least thirty-six (36) months, Customer shall pay to Ricoh, as liquidated damages and not as a penalty, an early
tennination 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 tennination occurs in months thirteen (13) through twenty-four
(24) of the Tenn, an amount equal to nine (9) times the Monthly Service Charge; and (iii) if the tennination occurs anytime after the twenty-fourth (24")
month of the Tern, 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 Tern of less than thirty-six (36) months, the Termination Fee shall be equal to the lesser of six (6) times the Monthly
MMSA 05.16
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IEXHtBIT _A_ PAGE �J GF-1—
Service Charge or die number of months remaining under (lie Term of such Order. For the purposes herein, the "Monthly Service Charge" shall equal (i) ilia
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 file Orderwas in effect.
4. Service Charges. (a) Service charges ("Service Charges") will beset 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 dint: (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; (if) the
transfer of the Serviced Products from (lie 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 terns 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 1 ix17 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 Tenn of the Order exceeds twelve (12) months, the Service Charges and any rate expressly set
forth in the 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.
S. Use of Recommended Supplies., Meter Readings. (a) It is not a condition of this Agreement 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 detective 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 die 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 ("A1v1R" ). 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 cannat 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 rise 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 die 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 (S15.00) per meter reading
collected per billing period for tire, time and expense associated with meter collection activity in addition to the Service Charges. if Ricoh visits Customer
location to obtaina meter reading, Ricoh may assess a fee according to the hourly service charge rate.
6. Connectivity and Professional Services. Customer may acquire connectivity, iT and professionalservices from Ricoh ("Proressional Services")
by executing and delivering to Ricoh an Order setting forth the specific services to be provided. Ricoh shall provide the Professional Services at Customer's
location(s) or on.a remote basis as set forth in the Order. Customer shall provide Ricoh with such access to its facilities, networks and systems as tinny be
reasonably necessary for Ricoh to perform the Professional Services. Customer acknowledges that Ricoh's performance of the Professional Services is
dependent upon Customer's timely and effective performance of its responsibilities as set forth in lire Order. Estimated delivery and/or service schedules
contained in any Order are non -binding estimates. Intellectual property rights, if any, arising from the Professional Services provided under any Order shall
remain the property of Ricoh. Unless connectivity Services are specifically identified in the Order as part of the Services to be perforated by Ricoh, Ricoh
shall have no obligation to perform and no responsibility for the connection of any hardware or software to any Customer network or system.
7. 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 (lie 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 Pmducts. 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 `bn 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).
8. 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 Tenn of an
Order. Strait insurance shall be primary and non-contributory. Limits provided may not be construed to limit liability. General liability insurance.shall include
MMSA05.16
92957vl
EXHIBIT PAGE .S
the other party as an additional insured and contain no exclusions for cross liability hetween 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.
9. Indemnification. Each party ("Indemnifying Party") shall indemnify, defend and hold harnuess the other ("indemnified Party") from all,tftird-
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 die 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.
Terms applicable to Product sale transactions only:
10. Order; Delivery and Acceptance. Each Order for Products must identify the Products, the Product delivery location and the applicable Product
charges. Rieoh'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 sofivare 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 Custaner 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.
] L Title: Kish 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 atranged 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:
12. Returns; Damaged Products. No Products may be returned without Ricolt'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 (301/o) 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 nonsaieable
merchandise (that ling 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 aficr receipt of Products.
Terms applicable to all transactions:
13. Warranty. Ricoh agrees to perform its Services in a professional manner, consistent with applicable industry standard"-. 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 fora 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. Ricolfs 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 ("Sofhvare 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 Sofhvare 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.
14. 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 9IX-MONTH PERIOD PRECEDING THE DATE
ON WHICH TI•IE 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.
3
MMSA 05.16
92957vl
JXMIB1 JL- PACE
15: Payment: Taxes. Payment terns 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 ntontlr on anyy unpaid amounts or the maximum allowed by law; whichever is less, and in addition shrill 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 arc 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.
16. Default. In addition to any other rights or remedies which either party may have under this Agreement or at law or edtiity, either partyshall" 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 fora 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 alter 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 repairor replace the Serviced Products shall constitute a material breach of this Agreement and excuse
Ricoh from any and all future perfomiancc hereunder. Except as expressly permitted,by this Agreement, no refimd 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 availableni: law or
equity, require Customer to immediately pay to,Ricob all past due payments under all Orders, and the Termination Fee.
17. Non -Solicitation: independent Contractors. Customer agrees that during the Tenn 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.
18. Assignment, Force Maietire..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 shall not be liablefor 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, tear or other outbreak of hostilities, inability to obtain materials or slipping 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 Rieoli s control.
19. Electronic Signatures. Each party agrees that electronic signatures of the parties on this Agreement and any Older will have the same force and
effect as manual signatures.
20. 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 InformationTransactions Act shall not
apply to this Agreement. This Agreement constitutes tine 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 tenns of this Agreement shall be given no force oreffect. In the event of any
conflict or inconsistency betveens the terms and conditions set "forth in this Agreement and those contained.in any Order, the terns 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
theprovisions 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 Services, 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 tern 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, OA 31.210 Attn: Quality
Assurance.
CUSTOMER RICOH USA, INC.
By:
By:
Name:
Name:
Title:
Title:
Date:
Date:
MMSA 05.16
92957v1
EXHIBIT � PAGE )OFF
Quantity Purchase Agreement
With The State Of Indiana
Vendor• RICOH USA INC FKA IKON OFFICE
Remit to: IKON OFFICE SOLUTIONS
PO BOX 740541
ATLANTA GA 30374
Name and RICOH USA INC FKA IKON OFFICE
Address
of Vendor: 6325 DIGITAL WAY STE 400
INDIANAPOLIS IN 46278
0000000000000000000013915
Requisition Nbr.:
Office Equipment &
Effective Date:
09/04/2015
Expiration Date:
09/03/2019
Agency Number:
Facility:
ASA RFP 15.037
venaor selepnone Nor: ai f-azu-butsts
Name Of Contact Pers: CHRIS JOHNSON
Contact Email:
Page
1 of 1
In accordance with your bid, submitted in response to the above referenced solicitation, the Vendor agrees that the Indiana Department of Administration, Procurement
Division, has the option to purchase the items listed below under the terms of this agreement.
The Vendor agrees to charge these prices for any products ordered on any QPA release received after the expiration of the QPA but issued prior to the expiration date.
The quantity listed herein is an estimate of the requirements. The state may order substantially more or substantially less pursuant to the terms of this agreement.
Orders are to be delivered only upon receipt of properly approved Quantity Purchase Award Release.
Line Number Quantity UNIT
Article and Description
This is an award of a Quantity Purchase Agreement for office equipment products,
associated product software, product accessories, and product supplies.
The QPA may be mutually renewed for one additional year.
Office Equipment Categories:
Copiers - Digital B&W and color, MFDs (Multifunctional Devices), Facsimile Machines,
Related Document Equipment, and Supplies and Related Services
Agency should contact the Vendor to receive recommendation on equipment prior to placing
your order. Please see the Office Equipment supplemental page for more information:
http://www.in.gov/ldoa/2686.htm.
Vendor Contact:
Chris Johnson
317.590.6050
Chds.johnson@ricoh-usa.com
Signature of
IDOA Vendor Manager:
Kari Jagars
kjagars@idoa.in.gov
317.234.8758
The following UN/CEFACT Unit of Measure
Common Codes are used in this document:
Of the
Name
Indiana Departme'hWAdministration
Procurement Division
402 West Washington Street, Rm W468
Indiananolis. Indiana 46204
Date
Unit Price
EXHIBIT -L P F:64J g05i )-Electronic Version -Approved by State Board Of Accounts, 2008