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HomeMy Public PortalAbout033-2019 - Ricoh USA CopierAGREEMENT THIS AGREEMENT made and entered into this 7_WJ day of Adly"A , 2019, and referred to as Contract No. 33-2019 by and between the City of Richmond, Indiana, a municipal corporation acting by and through its Board of Public Works and Safety and by and through its Board of Parks and Recreation (hereinafter referred to as the "City") and Ricoh USA, Inc., f/k/a Icon Office or Ikon Office Solutions, P.O. Box 740541, Atlanta, Georgia, 30374 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to furnish and install for the City Building two (2) Ricoh MP3055SP AD Configurable PTO Model Copiers, and one (1) RICOH MPC4504EX Configurable PTO Model Copier, and to furnish install for the Administrative Office of the Parks Department one (1) Ricoh MPC6004EX Configurable PTO Model copier ("Equipment") and to provide for both the City and Parks Department "Gold Service" maintenance coverage services for said Equipment 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 4, 2019, consists of twenty-seven (27) 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. Contract No. 33-2019 Page I of 6 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. 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 Eighteen Thousand Three Hundred Eleven Dollars and Zero Cents ($18,311.00) 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 to the applicable Department, for the satisfactory performance of this Agreement. Said purchase shall include the staples and shall also include the trade in of outdated copier models to be picked up by the wholesaler as also listed in Exhibit A. 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 Page 2 of 6 e. unavailability of sufficient funds to make payment on this Agreement. In the event of such termination, the City shall be required to make payment for all work performed prior to the effective date by Contractor, but shall be relieved of any other responsibility herein. This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties by setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. SECTION V. INDEMNIFICATION AND INSURANCE Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to person or property or any other claims which may arise from the Contractor's conduct or performance of this Agreement, either intentionally or negligently; provided, however, that nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set forth below which may arise out of or result from the Contractor's operations under this Agreement, whether such operations by the Contractor or by any sub -contractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may be held responsible. Coverage Limits A. Worker's Compensation & Statutory Disability Requirements B. Employer's Liability $100,000 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 Page 3 of 6 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. PROHIBITION AGAINST DISCRIMINATION A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -Contractor, or any person acting on behalf of Contractor or any sub -Contractor shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement, with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, because of race, religion, color, sex, disability, national origin, or ancestry. B. Pursuant to Indiana Code 5 -16-6- 1, the Contractor agrees: That in the hiring of employees for the performance of work under this Agreement of any subcontract hereunder, Contractor, any subcontractor, or any person acting on behalf of Contractor or any sub -contractor, shall not discriminate by reason of race, religion, color, sex, national origin or ancestry against any citizen of the State of Indiana who is qualified and available to perform the work to which the employment relates; 2. That Contractor, any sub -contractor, or any person action on behalf of Contractor or any sub -contractor shall in no manner discriminate against or intimidate any employee hired for the performance of work under this Agreement on account of race, religion, color, sex, national origin or ancestry-, 3. That there may be deducted from the amount payable to Contractor by the City under this Agreement, a penalty of five dollars ($5.00) for each person for each calendar day during 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 INDIANA E-VERIFY PROGRAM REQUIREMENTS Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program. Contractor is not required to verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify program no longer exists. Prior to the performance of this Agreement, Contractor shall provide to the City its signed Affidavit affirming that Contractor does not knowingly employ an unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation within the thirty (30) day period provided above, the City shall consider the Contractor to be in breach of this Agreement and this Agreement will be terminated. If the City determines that terminating this Agreement would be detrimental to the public interest or public property, the City may allow this Agreement to remain in effect until the City procures a new contractor. If this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for actual damages. SECTION X. RELEASE OF LIABILITY Contractor hereby agrees to release and hold harmless the City and all officers, employees, or agents of the same from all liability for negligence which may arise in the course of Contractor's performance of its obligations pursuant to this Agreement. SECTION XI. MISCELLANEOUS This Agreement is personal to the parties hereto and neither party may assign or delegate any of its rights or obligations hereunder without the prior written consent of the other party. It shall be controlled by Indiana law and shall be binding upon the parties, their successors and assigns. It constitutes the entire Agreement between the parties, although it may be altered or amended in whole or in part at any time by filing with the Agreement a written instrument setting forth such changes signed by both parties. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and suit arising under this Contract, if any, must be filed in said courts. The parties specifically agree that no arbitration or mediation shall be required prior to the commencement of legal proceedings in said Courts. Any person executing this Contract in a representative capacity hereby warrants that he has been duly authorized by his or her principal to execute this Contract. Page 5 of 6 In the event of any breach of this Agreement by Contractor, and in addition to any other damages or rernedies, Contractor shall' be liable :for all costs incurred.. by City due to the 'enforcement of this Agreement; including,but not limited to City's reasonable attoiney'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.shalI be construed as if drafted jointly by the.parties, and no presumption or burden of proof shall arise favoring or disfavoring anypartyby virtue of the authorship of any of the provisions of this Agreement. IN WITNESS WHEREOF, the parties have. executed this Agreement at Richmond, Indiana, as of the :day and year first written above, ,although signatures may be affixed on different dates. "CI1"Y" THE CITY OF RICHMOND, INDIANABY AND THROUGH ITS Board of Public Works and Safety By: Vicki Robinson, President Richard Foore; Member ,. By: "milt' Pa er, Member "CITY" THE CITY OF RICHMOND, INDIANA BY AND THROUGH ITS Board of Parks and Recreation By'' '--___Ddnise Retz, Superintend i .- APPROVED: f Date: "CONTRACTOR RICOH USA, INC. P.O. Box 740541, Atlanta, GA 30374 By:. ! Printed; � ? 41v1 SCI Title: t Gh 4 1 ��_ �1 Date: 9 Q Page 6 of 6 �:10-T 3OVd Hli�IHX3 A new way to work is within your reach Perform more tasks with fewer hassles Use intuition to work smarter Decisions are easier when you have the right information. With Workstyle Innovation Technology, you can use the same motions you use on your smartphone or tablet to access information instantly on the oversized 10.1 "-wide Super VGA Smart Operation Panel (SOP). Download a wide range of apps and information -rich widgets from our Application Site. Check settings or initiate automated print, copy, scan and fax workflows with a single touch to reduce time-consuming manual tasks. For example, you can check the number of prints, change scan -to destinations, toggle between finishing options and more with a tap of your finger. With SOP Designer, you can have your Home Screen customized by our technicians with wallpaper designs, shortcut placements, corporate branding, rotating messages and more. Customize workflows to simplify information flow You have a lot of work to do. Who says you have to spend a lot of time doing it? Deploy workflow applications that streamline business via Ricoh Workstyle Innovation Technology. Do you routinely print the same types of spreadsheets? Do you scan and share notes after the weekly meeting? Integrate multiple processes and create unique digital workflows to simplify complex tasks. Place a workflow shortcut on the Home Page so you can simply press an icon and initiate tasks automatically with less replication, fewer steps and more accuracy. Tap the ID Card Copy icon to scan two-sided identity documents, such as licenses and insurance cards, onto a single -sided document. For more complex workflows, add your choice of Ricoh or third party software solutions to simplify your workday. Make your mark from anywhere With your smartphone or tablet in hand, productivity remains within your grasp. Download the RICOH Smart Device Connector app to connect to the MP C4504ex/MP C6004ex without software, utilities, drivers or delays. Simply touch your mobile device to the MFP's Near Field Communication (NFC) tag or scan a OR code from the control panel to print, scan and share documents, photos and more directly from your smartphone or tablet. Scan originals at the MFP and send them to your personal smart device or directly to cloud storage, so you can access and distribute them digitally at your convenience. You can also use the Smart Device Connector app to project information to Ricoh projectors and interactive whiteboards. Collaboration has never been easier. Do it all with speed and convenience Expedite every task, every day Decisions have to be made. Ensure they're the right ones by getting information where it needs to be — on time. Print up to 45 or 60 pages per minute when producing full -color brochures, presentations and spreadsheets. Use standard PostScript and PDF Direct Print emulation to process your biggest jobs with ease. Add optional paper trays to extend paper capacity up to 4,700 sheets, and remove paper jams quickly via an animated guide. Scan full -color originals and deliver them at breakneck speeds with a host of scan -to capabilities, including access to your LDAP directory for email delivery. Send and receive paperless faxes to ensure contracts, forms and other importanIi documents reach recipients easily. Leave your mark with brilliant colors Make an unforgettable impression by producing compelling images and documents with densely rich colors for more lifelike reproductions at up to 1200 dpi resolution. The MP C4504ex/MP C6004ex recalibrates itself as it processes files, which means colors never deteriorate and text and lines stay incredibly sharp page after page. Expand your reach by printing on a wider, thicker range of paper stocks — up to 12" x 18" sizes and 300 gsm/80 lb. Bond. You can even create posters and banners that would normally be reserved for wide -format devices by combining multiple pages into one image. Want to save on outsourcing costs? Choose the optional Fiery® E-23C Color Controller and produce spot color professional output using the gamut of RGB and CMYK colors. Grab and share information automatically Move information to the right people in the right format quickly. Access up to 3,000 frequently used documents stored in the embedded Document Server. With optional Optical Character Recognition (OCR), create keyword -searchable PDF files for easier retrieval from the Document Server at a later time. Use the built-in browser to capture files and images from the web. Ready to share with others? Scan originals at up to 180 ipm via the 220-Sheet Single Pass Document Feeder and use scan -to capabilities to send digital files to any recipient, anywhere. Or, use RICOH Device Software Manager to simplify print driver installation and begin using the device in moments. Empower users to work quickly, collectively Support extended uptime You may not have all the answers, but now you'll know where to find them. The MP C4504ex/MP C6004ex includes a wide range of "smart support" capabilities that when enabled will .help you resolve pressing issues and maintain productivity. Are you looking to avoid waiting for in -person technician visits? With RemoteConnect Support, our experienced technicians can identify and correct issues in real time by accessing your MFP remotely.,Are you managing many devices? By using the Remote Panel Operation tool IT managers and network.administrators can easily program, monitor and change settings for each device on their network. Use the Automatic Remote Firmware function to upgrade multiple devices independently. Use the convenient Web Help feature to find quick answers about the most common functions and operation of your MFP. Plus, the Ricoh Application Site offers self-help videos for basic MFP operations. Hold yourself and others accountable You're responsible for getting company information to the right people. So make certain the right people are sending it. Protect the device with user authentication — and track activity for every user, set print quotas, restrict access to specific functions and more. Each user logs in to the MP C4504ex/MP C6004ex by entering a passcode — or by passing an ID card over an optional card reader at the device. Protect documents with Locked Print. Users can release jobs for printing only when standing at the MFP, which helps protect confidential information. You can also use a watermark to track specific printed documents if unauthorized users try to recreate them. Find more data protection with encryption for transmitted information and automatic overwrites for latent data on the hard drive. Plan to save -D',erform more jobs with fewer hassleF smart Operation Panel: Choose from multiple intuitive user interfaces to customize and automate workflows on the 10.1 "-wide Super VGA Smart Operation Panel. Create shortcut icons. Add convenient widgets. And access information with one -touch control using the same motions you use on your smartphone or tablet. 220-Sheet Single Pass Document Feeder (SPDF): Feed color and black -and -white documents for high-speed copying and scanning in a single pass. User authentication: Monitor the activity for every MFP user with personal passcodes. Or, with embedded Quick Card authentication technology and an optional NFC card or HID card reader, you can require users to gain access via proximity card. Paper Trays (Standard): With two 550-Sheet Paper Trays, one of which can accommodate paper sizes up to 12" x 18", you can produce more jobs with fewer reloads. 100-Sheet Bypass Tray: Accommodate a wider range of paper stocks — from envelopes to 12" x 49.6" banner sizes — to impress audiences with versatile output. Add an optional Banner Paper Guide Tray for convenient, affordable banner printing. Document Server: Create up to 200 shared or passcode-protected personal folders to store up to 3,000 frequently used digital documents on the MFP's hard drive. Tandem Large Capacity Tray (Optional): Extend runs for 8.5" x 11" paper sizes with two 1,000-Sheet Paper Trays. 1,500-Sheet Side Large Capacity Tray (Optional): Minimize interruptions by adding up to an additional 1,500 sheets of letter -sized paper. 125-Sheet One -Bin Tray (Optional): Separate output quickly for easier retrieval when printing multiple jobs. 4 2,000-Sheet External Booklet Finisher: Produce up to 20-sheet saddle stitched booklets cost effectively. Available with an optional Hale Punch Unit, Web Browser: Use the built-in web browser on the MFP touch panel to search for web pages. Motion Sensor: Enables the panel to be ready for key input within one second of tapping the touchscreen to awaken the MFP from Sleep Mode. EXHIEIT -N 'PAGE Put it all together at the end Bring your best ideas together by finishing them in style. With the External Hybrid Stapleless + Stapler Finisher, you can conserve resgurces by getting rid of staples entirely for document sets of 2 to 5 pages. For document sets from 6 to 50 pages, the finisher'can automatically convert to staples. It is ideal for educational, manufacturing and healthcare environments. You can choose other finishing options, too. Each is specifically designed to simplify paper handling, stacking and stapling, so you can concentrate on other core tasks. Choose the one that meets your unique requirements and give your projects an affordable, impressive professional -grade look. A, i t k 'Not available fix MP C6004ex General Specifications Printing Process 4-Drum Method Output Speed MP C4504ex: 45-ppm B&W & FC (LTR) (Copy/Print) MP C6004ex: 60-ppm B&W & FC (LTR) Warm -Up Time 24 seconds Recovery from MP C4504ex: 7,6 seconds Sleep Mode MP C6004ex: 7.9 seconds First Copy Time MP C4504ex: 5.7/4.0 seconds (FCB&W) MP C6004ex: 4.513.1 seconds Copy Resolution 600 dpi Quantity Indicator Up to 999 copies Single Pass Document Original Capacity: 220 sheets Feeder (SPDF) Original Size: 5.5' x 8.5' — 11' x 17' (AS — A3) Paper Weights: Simplex: 11 — 34 lb. Bond (40 — 128 g/m9, Duplex: 14 — 34 Ib. Bond (52 — 128 g/m') Paper Capacity Standard: 2 x 550 sheets+ 100-Sheet Bypass Tray, Maximum: 4,700 sheets (w/fandem LCT + Side LCT) Supported Paper Sizes 1st Paper Tray: 8.5' x 11' (A4) 2nd Paper Tray: 5.5" x 8.5' — 12' x 18' (A6 —A3), Envelopes Bypass: Up to 12' x 18', Envelopes Custom Sizes: Width: 3.5' — 12.6' (90 — 320 mm), Length: 5.8' — 49.6' (148 — 1260 mm) Supported Paper Standard Trays: 16-80lip. Bond/ Weights 166 lb. Index (60 — 300 9/m9 Bypass Tray: 14-80 lb. Bond/ 166 In. Index (52 — 300 g/m') Duplex Unit: 14 — 68 lb. Bond/ 142 Ib. Index (52 — 256 g/m') Paper Types Plain, Recycled, Special Paper 1 — 3, Letterhead, Cardstock, Preprinted Paper, Bond Paper, High -Gloss Coated Paper, Color Paper, Envelopes, Coated, Labels` & OHP' . Auto Duplex - Standard .. Output Capacity Standard: 500 sheets Maximum; 3,625 sheets Zoom 25%-400%in 1%increments Dimensions (WxDzH) 26.3' x 29.1' x 47.5' (668 x:738 x 1205 mm) (Includes SPDF and Two -Tray Paper Bank) Weight 228 Ids. (103 kg) Power Requirements 120V — 12N 60Hz, 15A Power Consumption 1,584W or less; Sleep Mode: 0.8W TEC Value** MP C4504ex: 1.8 kWh/week MP C6004ex: 2.8 kWh/Week `Bypass Tray Only --Typical Electricity Consumption by ENERGY STAR Qualified imaging Equipment Test Procedure Printer Specifications (Standard) CPU Intel Atom Processor Bay Trail 1.75 GHz Memory/HDD 2 GB RAM/320 G8 HDD Standard & 4 GB RAM1320 GB HDD Option Page Description Standard: PCL5c, PCL6, PostScript'3` Languages Emulation, PDT Direct Print Emulation Optional: Genuine Adobe' PostScript'3-, Adobe' POE Direct Print, IPDS, PictBridge Font Support Standard: PCL 45 Roman fonts+ 13 International fonts; PostSc6pt'3' Emulation: 80 Roman fonts+ 13 International fonts Optional: Genuine Adobe PostScript*3-: 136 Roman fonts; IPDS: 108 Roman fonts Max. Print Resolution 1200 x 1200 dpi Network Interfaces Standard: 1000Base-T/100Base-TX/ t OBase-T Ethernet, USB2.0 Type A (3 Ports), SO Slot on Operation Panel Optional: IEEE1284/ECP; IEEE802.1 laWg/n; US82.0 Type B Network Protocol TCPAP (IPv4, IPV6) Support Network/05 Windows' Vista/78-1/10/Server 2008/ Server 200SR21 Server2012/ Server2012R2/Server 2016 Unix: Sun Solaris, HP-UX, SCO OpenServer, ReclHat Linux, IBM AK Citrix XenDesktop 7.0/7.1, XenApp 6.5n.5, Mac 05 X v.10.9 or later SAP R/3, SAP S14, IBM i5eries AS/400-using OS/400 Host Print Transform Utilities Device Manager NX, Web Image Monitor, ®Remote EXHIBIT � PAGE Document Server Specifications (Standard) Max. Stored Documents 3,000 Max. Pages/Document 2,000 Max. Page Capacity 9,000 Max. Number of Folders 200 Scanner Specifications (Standard) Scanner Resolution B&W and Full -Color scanning at 100 - 600 dpi, Up to 1200 dpi for TWAIN scanning Scanning Speed 200/300 dpi: 110 ipm Simplex/ (B&W & Full -Color LTR) 180 ipm Duplex Scan Area 11.7' x 17' (297 mm - 432 mm) Compression Method B&W TIFF: MH, MR, MMR, 1BIG2 Full -Color: )PEG Supported File Formats Single/Multi-Page TIFF PDF, High Compression PDF & PDF/A, Single Page JPEG Scan Modes Scan -to -Email (with LDAP support) Scan -to -folder (SMB/FfP) Scan-to-URL Scan -to -Media (USB/SD Card) Network TWAIN Scanning Facsimile Specifications (Optional) Type ITU-T(CCITn G3 Circuit PSTN, PBX Resolution 200 x 100 dpi, 200 x 200 dpi, 400 x 400 dpi (with optional SAF memory) Modem Speed 33.6K — 2,400 bps w/Auto Fallback Compression Method MH, MR, MMR, 1BIG Transmission Speed G3: Approximately 2 seconds/page ()BIG) Scanning Speed Up to 81 spm Auto Dialing 2,000 Quick/Speed Dial numbers; 100 Group Dial numbers Memory Capacity (SAF) Standard: 4 ME (approx. 320 pages), Optional: 64 MR (approx. 4,800 pages) with. optional SAF memory Security Features (Standard) DataOverwriteSecurity System (DOSS), HDD Encryption, User Codes, ,,SNMPv3 Support, Encryption, Locked Print, User Authentication, 802.1x Wired Authentication, Quota Setting/Account Umit„ Digitally Signed PDF, and more.'. Hardware Accessories Paper Handling Options Two -Tray Paper Bank (PB3240)' Tray Capacity 1,100 sheets (550 sheets x 2 trays) Paper Size 5.5' x 8.5' to 12' x 18' (AS - A3) Paper Weight 16 - 80 to. Bond/166 Ib. Index (60 - 300 g/m') Dimensions (WxDxH) 23.1' x 27' x 9.7' (587 x 685 x 247 mm) One -Tray Paper Bank (PB3250)' Tray Capacity 550 sheets x 1 tray Paper Size 5.5" x 8.5' to 12' x 18" (AS - A3) Paper Weight 16- 80 lb. Bond/166 lb. Index (60 - 300 g/m') Dimensions (WxDxH) 23.1' x 27' x 4.7' (587 x 685 x 120 mm) Requires installation of Caster Table Type M3 Tandem Large Capacity Tray (PS3260)' Tray Capacity 2,000 sheets (1,000 sheets x 2) Paper Size 8.5' x 11' (A4) Paper Weight 16-80In. Bond/l66 lb. Index (60 - 300 g/m') Dimensions (WxDxH) 23.1' x 27' x 9.7' (587 x 685 x 247 mm) Side Large Capacity Tray (RT3030) Tray Capacity 1,500 sheets Paper Size 8.5' x 11' (A4) Paper Weight 16- 80 lb. Bond/1 66 lb. index (ED - 300 g rnn ) Dimensions (VVxDxH) 13.4' x21.4' x 11.4' (340x 545 x290 mm) Requires installation of Tivo-Tray Paper Bank (PB3240) or Tandem LCT (PB3260) Output Trays & Finisher Options Internal Shift -Sort Tray (SH3070)' Tray Capacity 250 sheets (8.5' x 11' or smaller) (A4 -AS) 125 sheets (8.5' x 14' or larger) (84 - A3) Paper Size 5.5' x 8.5' to 12" x 18' (AS - A3) Paper Weight 14-80 to. Bond/166 lb. Index (52 - 300 9/m') Cannot he installed with any Finisher One -Bin Tray (BN3110) Paper Size 5.5' x 8.5' to 12.6' x 17.7' (AS - A3) Paper Weight 14-80 to. Bond/166 lb. index (52 - 300 g/m') Tray Capacity 125 sheets SOD -Sheet Internal Finisher (SR3130)" Paper Size 5.5' x 8.5' to 12' x 18' (AS - A3) Paper Weight 14-80 lb. Bond/166 lb. Index (52 - 300 g/m') Stack Capacity 500 sheets (8.5' x 11" or smaller) (Art) 250 sheets (8.5' x 14' or larger) (84 - A3) Staple Paper Size 7.25' x 10.5' to 11' x 17' (A4 - A3) Staple Paper Weight 14 - 28 to. Bond (52 - 105 g/m') Staple Capacity 50 sheets (8.5' x 11') (A4) 30 sheets (8.5' x 14' or larger, and/or Mixed Sizes) (B4 - A3) Staple Positions Top, Bottom, 2 Staples Dimensions (WxDxH) 21.5' x 20.6' x 6.7' (546 x 523 x 170 mm) -Not available for MP C6004ex, 243-Hole Punch Unit (PU304ONA) (Optional; Installs inside SR3130 Internal Finisher) Punch Paper Sizes 7.25' x 10.5' to 11' x 17' (A4 -A3) Punch Paper Weight 14-45In. BorK93 lb, index (52-169 g/rr1) 1,OOD-Sheet Hybrid Staple + Stapleless Finisher (SR3210) "' Paper Size Proof Tray: 5.5' x 8.5' to 12' x 18' (AS - A3) Shift Tray: 5.5' x 8.5' to 12' x 18' (A6 - A3) Paper Weight Proof Tray: 14 -45 lb. Bond/93 lb. Index (52 - 169 g/m') Shift Tray: 14 - 80 lb. Bond/166 lb. Index (52 - 300 g/m9 Stack Capacity Proof Tray: 250 sheets (8.5' x 1l') (A4); 50 sheets (8.5' x 14' or larger) (64) Shift Tray: 1,000 sheets (8.5' x 11') (A4); 500 sheets (8.5' x 14' or larger) (64) Stapleless Capacity 2 - 5 sheets/set Staple Capacity 50 sheets (8.5' x 11') (A4) 30 sheets (8.5' x 14' or larger) (134) www.ricoh-usa.corn imagine. change. Staple Paper Size 8.5' x 11' to 12' x 18" (A4 - A3) Staple Paper Weight 14 - 28 lb. Bond (52 - 105 g/m') Staple Positions Top, Bottom, 2 Staples Dimensions (WxDxH) 22.2' x 24.4' x 37.8' (563 x 620 x 960 mm) 1,000-Sheet Booklet Finisher (SR3220) Paper Size Proof Tray: 5.5' x 8.5' to 12" x 18' (A6 - A3) Shift Tray: 5.5' x 8.5' to 12' x 18' (A6 - A3) Booklet Tray: 8.5' x 11' to 12' x 18' (A4 - A3) Paper Weight Proof Tray: 14 - 45 lb. Bond (52 - 169 g/m') Shift Tray: 14 - 80 lb. Bond/166 lb. Index (52 - 300 g/m') Booklet Tray: 14 - 28 lb, Bond (52 - 105 g/m') Stack Capacity Proof Tray: 250 sheets (8.5' x 11" or smaller) (A4); 50 sheets (8.5' x 14' or larger) (84 - A3) Shift Tray: 1,000 sheets (8,5' x 11' or smaller) (A4); 500 sheets (8,5' x 14' or larger) (B4 - A3) Booklet Tray: 20 Sets (2 - 5 sheets), 10 Sets (6 - 10 sheets) & 7 Sets (11 - 15 sheets) Staple Capacity Normal Staple: 50 sheets (8.5' x 11') (Art); 30 sheets (8.5' x 14- or larger) (84 - A3) Saddle Stitch 15 sheets Staple Paper Size Normal Staple: 8.5' at 11' to 12' x IS" (A4 - A3) Saddle Stitch: 8.5' x 11' to 12' x 18' (A4 - A3) Staple Paper Weight 14 - 28 lb. Bond (52 - 105 g/mi) Staple Positions Top, Bottom, 2 Staples, Booklet Or (WxDxH) 22,2' x 24.4' x 3Z8' (563 x 620 x 960 mm) 2-/3-Hole Punch Unit (PU30SONA) (Optional; Installs inside SR3210 or SR3220 Finisher) Punch Paper Sizes 5.5' x 8.5' toll' x 17" (AS-A3) Punch Paper Weight 14 - 68 lb, Bond/142 ib. Index (52 - 256 g/m') 2,000-Sheet Booklet Finisher (SR3240)"' Paper Size Proof Tray: 5.5' x 8.5' to 12' x 18' (A6 - A3) Shift Tray: 5.5' x 8.5' to 12' x 18" (An - A3) Booklet Tray: 8.5' x 11' to 12' x 18' (A4 - A3) Paper Weight Proof Tray: 14 - 58 Ib. Bond/122 lb. Index (52 - 220 gIrW) Shift Tray: 14 - 80 Ib. Bond/l66 lb. Index (52 - 300 g/m') Booklet Tray: 17 - 28 L. Bond (64 - 105 g/m') Stack Capacity Proof Tray: 250 sheets (8.5" x 11' or smaller) (A4) 50 sheets (8.5' x 14' or larger) (B4) Shift Tray: 2,000 sheets (8,5' x 11' or smaller) (A4) 1,000 sheets (8.5' x 14' or larger) (B4) Booklet Tray: 30 sets (2 - 5 sheets) or 15 sets (6 - 10 sheets) or 10 sets (11 - 15 sheets) or 6 sets (16 - 20 sheets) Staple Capacity Normal Staple: 50 sheets (8.5' x 11' to 11' x 17' and Mixed Sizes) (A4-A3) Saddle Stitch: 20 sheets Staple Paper Size Normal Staple: 8.5' x 11' to 11' x 17' (A4 - A3) Saddle Stitch: 8.5' x I ' to 12' x 18' (A4 - A3) Staple Paper Weight 14 - 28 lb. Bond (52 - 105 g/m') Staple Positions Top, Bottom, 2 Staples, Top Slant, Booklet Dimensions (WxDxH) 25.9" x 24.1' x 37.8' (657 x 613 x 960 mm) 3,000-Sheet Finisher (SR3230)"' Paper Size Proof Tray: 5.5' x El to 12' x 18' (AS - A3) Shift Tray: 5.5' x 8.5' to 12' x 18' (A6 - A3) Paper Weight Proof Tray: 14 - 58 lb. Bond/l22 lb. Index (52 - 220 g/m') Ricoh USA, Ine.. 70 Valley Stream Parkway, Mzlsem, PA 19355, 1-800 63-RIC014 02017, R'cnh USA, Inc All nghis,es-d, Ricoh• and the Ricoh logo a,c n,grstered uademarks of Ricoh Company, Ltd. Ae other bademarks are the properly of thou respective owners. The content nl Ihisdocument. and the appearance,features and ipttilications of Ricoh products and u 61 are subjttt IP change Wei lime to time wishoul notice. Products are shown with optional :emu_ While cane has been taken so ensure the .,,,-y of this information, Ricoh makes no representation or warranties about she accuracy, mmpuleness o, adequacy of the info,matwncontane4 herein,nes1,al1notbe1u81e Ianartyerrorsaroays mthesematerals. Actual results wiR varyd[pendinguponuse of theiveduc[s and sewi[es, and the conditronsandfactors arlang perlorma,i[.e. Tire only wanamies for Ri[oh products ants services arc asset Imthin the eVuns warranty statements x nxianyng them. R3850-C EXHIBIT -A PAGE "b OF "► RICO14 BRemole rT'ci��n �BWBtooth" i' r`a Lti MyY Shift Tray: 14 - 80 Ile. Bond/166 Ili. Index (52 - 300 g/m) Stack Capacity Proof Tray: 250 sheets (8,5"x 11' or smaller) (A4) 50 sheets (8.5' x 14' or larger) (B4) Shift Tray: 3,000 sheets (8.5' x 11') (A4) 1,500 sheets (8.5' x 14' or larger) (B4) Staple Capacity 50 sheets (8.5' x 11' to 11' x 17') or Mixed Sizes (A4 - A3) Staple Paper Size 8.5' x 11' to 11' x 17" (A4-A3) Staple Paper Weight 14 - 28 lb. Bond (52 - 105 g/m') Staple Positions Top, Bottom, 2 Staples, Top Slant Dimensions(WxDxH) 25.9' x 24.1' x 37.8'(657 x 613 x 960 mm) 243-Hole Punch Unit (PU306ONA) (Optional; Installs inside SR3230 or SR3240 Finishers) Punch Paper Sizes 5.5' x8.5' to 11' x 17' (AS-A3) Punch Paper Weight 14 - 68 Ib. Bond/142 to. Index (52 - 256 g/m') Color Controller E-23C Controller Type Embedded Type Fiery Platform FS150 CPU Intel Processor G850 2.9GHz Host Interface I000Base-T/100Base-TX/t OBase-T Memory 2GB Internal HDD 500 GB Operating System Unux Network Protocol TCP/IP (IPv4/IPv6), SMB, Bonjour Page Description Standard: PcsiScript'3' & PCL6/5c Language Max. Print Resolution Up to 1200 dpi (2 bit) Max. Scan Resolution Up to 600 dpi Fonts PS3: 138 fonts/PCL: 81 AGFA fonts Utilities Standard: Command WorkStation' 5, Fiery' Scan, Printer Delete Utility, Fiery Web Tools, Fiery Bridge. Secure Erase and Fiery VUE Optional: Fiery Impose, Fiery Compose, Fiery Auto Trap, EFl Spot -On, Fiery Hot Folders, Fiery Color Profiler Suite v4.0, Fiery ES-2000 Spectrophotometer and EFI Productivity Pack Color Management ICC Profile, Color Chart, CMYK Color Tools Reference Pages, RGB Color Tests, Trapping Support and ColorvVisee Pro Tools Additional Accessories Banner Paper Guide Tray Type Ml9, Caster Table Type M3, Bridge Unit BU3070, Cabinet Type F, Camera Direct Print Card Type M19, Card Reader Bracket Type 3352, Extended USB Board Type Ml 9, External Keyboard Bracket Type M19, Fax Connection Unit Type M20, Fax Memory Unit Type M19 64MB, File Format Converter Type M19, G3 Interface Unit Type M20, HotSpot MFP Option Type S, IEEE 802.1la/g/n Interface Unit Type Ml9, IEEE 1284 Interface Board Type M19, Imageabie Area Extension Unit Type M19, IPDS Unit Type M20, Key Counter Bracket Type M3, Memory Unit Type M19 4GB, NFC Card Reader Type M79, OCR Unit Type M13, Optional Counter Interface Unit Type MI 2, Postscript3 Unit Type M33, Power Filter ESP XG-PCS-15D, Smart Card Reader Built-in Unit Type MIS, XPS Direct Print Option Type M19 'Either the Cabinet Type F or one of the paper options must be installed. 2Requires configuration with Bridge Unit BU3070. ,Cannot be installed together. ,Requires installation of Two -Tray Paper Bank (PB3240) or Tandem large Capacity Tray (PB3260). Some options may not be available at the time of market release. Genuine Adobe' PostScripY3- and PDF Direct from Adobe' are available as options. The Bluetooth' word mark and logos are registered trademarks owned by the Bluetooth SIG, Inc. and any use of such marks by Ricoh Co., Ltd. is under license, Other trademarks and trade names are those of their respective owners. Specifications are subject to change without notice. For maximum performance and yield, we recommend using genuine Ricoh parts and supplies. Digital B&W Multifunction Printer RICOH MP 2555SP MP 3055SP MP 3555SP ;ZCopier 21'rinter ZZFacsimile 25canner RICOH RICOH RICOH MP 25555P MP 30555P MP 35555P AM Monochrome . m - - - h,.me I in - I IM Mo-chm. Use the RICOH`• MP 2555SP/ MP 3055SP/ MP 3555SP to simplify everyday office tasks and move information' to the people who need it most, in the format they prefer. Scan full -color images, brochures and other documents and distribute them instantly. With the same pinch -and -flick and scrolling gestures you use on your smartphone or tablet, you can access critical information, set shortcuts and distribute information from the advanced 10.1 " SmartOperation Panel. Alternatively, you can use smart mobile devicesto connect remotely and work on the go. Take advantage of advanced security controls to help protect your data. • Print up to 35 prints/copies per minute for productive black -and -white output • Use intuitive touchscreen controls to copy, print, scan and fax quickly • Create your own workflows with shortcuts to simplify tasks • Access, print and distribute information from your personal mobile device • Minimize energy costs via a wide range of innovative eco-friendly features • Produce professional -looking saddle -stitched and punched booklets, presentations and proposals • Simplify sorting and stapling tasks with compact internal and high -output external finishers • Toggle between stapled or stapleless finishing automatically with an external hybrid 1,000-sheet finisher EXHIBIT, MGE Avi—U added in allways Make complex the easy way Printing black -and -white notes reports and presentations is effortless with speed uptm35pages per minute <ppmA.Scan with Single Pass Document Feeder (SPDR for full -color originals at 228'Sheetper minute and distribute them digitally in an instant. Addition optional paper trays allows total paper capacity expand to 4,700 sheets to minimize interruptions. Access anywhere and anytime Simply download the FV[OHSmart Device Connector apponyour Andnoidwur iOSIdevices to copy, scan, fax and print. Sharing & retrieving information directly from cloud storage applications, such as Goog|e Driverw, BoxTM or Dropbox`m and print it. Simple connection via eitherB|uetooth orNear Field Communication (NF() tag. Printing from AirPhntand Mopria are available too. Compel with quality Toimpress audiences with sharp images and precise text atupto 1'20Ux1'2UOdpiresolution. These newdevkesnow indudestandand PostScript to help improve productivity. With the 1.46 GHz Intel' based controller, you can handle your most complex printing and scanning tasks. Print onawide range ofpaper types, you can even create aneasy-to-seeposter from one ofyour current documents. Reduce costs and environmental impact The MP 25555P/ yNP 30555P/ N1P 35555P with a wide range of sustainable, eco-friendlyfeatures. It is ENERGY STAR~ certified to help reduce your environmental footprint. You can also schedule the yWFPtopower down when the office isempty and reduce paper costs with default duplex printing. - IN Speed up your workflow Use shortcuts to trove ahead quickly Customize your own personal workflows on the Smart Operation Panel and reduce repetitive manual steps that can impede the flow of information. Download easy -to -use workflow apps from the RICOH Application Site to add specific features or single -function capabilities to simplify how you perform everyday tasks. For example, Conference Concierge app will guide you step-by-step instructions on how to create supporting materials in the right format for your next big event. Integrate with fast, easy workflows Simplify even the most complex tasks by integrating Ricoh workflow software. Automate document management workflows, improve printer security controls, track costs, issue chargebacks and more. Use RICOH GlobalScanTm NX to reduce manual touch points, so you can convert them into digital files and route them around the globe in moments. RICOH Streamline NXI device management software, for centralized one -source control to expedite document management tasks for your entire fleet. Get in touch with productivity Designed with RICOH Workstyle Innovation Technology, the customizable 10.1" Smart Operation Panel uses your familiarity with today's touchscreen devices to provide a more intuitive user experience. Customize the user interface with specific icons for important settings and features with a single touch. The MFP includes.a web browser, print web pages, images and documents that found online as PDFs Keep tabs on your best people and ideas Protect information with a wide range of security controls. The hard disk drive offers powerful encryption protection. The built- in Data OverwriteSecurity System (DOSS) overwrites latent images remaining on the hard drive. With user authentication, users have to enter a passcode, billing code or swipe an ID card with the optional card readers to gain access to the MFP. RICOH Device Manager NX Accounting, optional accounting software, allows to issue chargebacks. EXHIBIT A PAGE 1, OFF n Make big productivity gains in small offices 0 Smart 10.1 inch Smart Operation Panel 1,000 sheet staple and stapleless hybrid finisher High paper tray capacity of up to 4,700 sheets 0 Powerful Intel processor ® Automatic and Single Pass Document Feeder for high speed scanning EXHIBIT..-..'..'....._�.....�...��,..._„ PAGE }01=� GENERAL PAPER HANDLING ` Warm-up time: 20 seconds First output speed: 4.6/4.6/4.3 seconds Continuous output speed: 25/30/35 pages per minutes Memory: Standard: 2 GB HDD: 320 GB Dimensions (W x D x H): 587 x 684 x 788 mm (MF only) Weight: 62.5 kg IMF only) Power source: 220.240 V, 50/60 Hz COPIER Copying process: Single laser beam & electro-photographic printing Multiple copying: Up to 999 copies Resolution: 600 x 600 dpi Zoom: From 25% to 400 % in 1 % steps PRINTER Printer language: Standard: PCLSe, PCL6, PDF Direct, PS3 (Emulation) Option: Adobe Post5cript3, Adobe PDF Print resolution: - Maximum 1,200 x 1,200 dpi Interface: Standard: USB Host I/F, Ethernet 10 base-T/100 base-TX/1000 base-T Option: Wireless LAN (IEEE 802..11a/b/g/n), Bluetooth, USB Server for Second Network Interface, Bidirectional IEEE 1284/ECP, USB 2.0 Network protocol: TCP/IP(IPv4,IPv6) Supported operating systems: Windows Vista/7/8/8.1/10, Windows Server/2003/ 20082008 R2/20122012 R2 Mac OS environments: Mac OS X v.10.7 or later UNIX environments: Sun Solaris, HP-UX, SCO OpenServer, Red Hat Linux, IBM AIX, IBM iSeries/AS/400-using OS/400 Host Print Transform SAP' R/30 environments: SAP® R/3e FAX (OPTION) Circuit: PSTN, PBX Compatibility: ITU-T (CCITT) G3 Resolution: 8 x 3.85 line/mm, 200 x 100 dpi (standard) 8 x 7.7 line/mm, 200 x 200 dpi (standard) 8 x 15.4 line/mm, 16 x 15.4 line/mm, 400 x 400 dpi (with optional SAF memory) Transmission speed: G3:2 seconds (200 x 100 dpi, 1BIG) G3: 3 seconds (200 x 100 dpi, MMR) Modem speed: Maximum: 33.6 Kbps SCANNER Scanning speed: Full colour (max): 110 ipm (Simplex) 1180 ipm (Duplex) B&W (max):110 ipm (Simplex) / 180 ipm (Duplex) Resolution: Standard: 100 dpi, 200 dpi, 300 dpi, 400 dpi, 600 dpi Default: 200'dpi Original size: A31 A4, AS, B4, B5, 86 File format: TIFF JPEG,PDF, High Compression PDF, PDF-A Bundled drivers: Network TWAIN Driver Scan to email: SMTP (Mail Server) Gateway and TCP/IP, POP, IMAP4 Scan to folder: SM8, FTP imagine. change. Recommended paper size: Paper input capacity: Paperweight: A3, A4, A5, A6, B4, 85, B6 Standard: 1,200 sheets Maximum:4,700 sheets 52 - 300 g/mr Power consumption:. Maximum: 1,600 W Ready mode:58.3 W Sleep mode: 0.84 W TEC (typical electricity consumption): 0.9/ 1.1/ 1.4 kWh OPTIONS PostScdpt3 Unit Type M29, ARDF DF3090, SPDF DF3100, Platen Cover PN2000, Marker Type 30, Paper Feed Unit P63220, Paper Feed Unit P133250, LCIT PB3260, LCIT RT3030, Caster Table Type M3, 1 Bin Tray BN3110, Internal Shift Tray SH3070, Side Tray Type M3, Bridge Unit BU3070, Finisher SR3210, Booklet Finisher SR3220, Punch Unit PU3050 NA, Punch Unit PU3050 EU, Punch Unit PU3050 SC, Finisher 5113230, Booklet Finisher S113240, Punch Unit PU3060 NA, Punch Unit PU306D EU, Punch Unit PU3060 SC, Internal Finisher SR3130, Punch Unit PU3040 NA, Punch Unit PU3040 EU, Punch Unit PU3040 SC, Internal Finisher SR3180, ADF Handle TypeC, USB Device Server Option Type M19, Unicode Font Package for SAP(R) 1 License, Unicode Font Package for SAP(R) 10 License, Unicode Font Package for SAP(R) 100 License, IEEE 802.11a/g/ It Interface Unit Type M19, Extended USB Board Type M19, IEEE 1284 Interface Board Type M19, File Format Converter Type M19, FAX Memory Unit Type M19 64MB, OCR Unit Type M13, Optional Counter Interface Unit Type M12, Key Counter Bracket Type M3, External Keyboard Bracket TypeM19 For availability of models, optional apparatus and software, please consult your local Ricoh supplier. .... _,. ... .. ....... - ... .. ...... ._ .... `a- RiCON @Remote www.ricoh-ap.corn - .: . . .. _. .. .. .. .... ... ._ ... Adobe PostScript-T e moprin RICOH ASIA PACIFIC PTE LTD -Optional -Optional Bluetonth 103 Penang Read p08.01/07, VISIONCREST Commercial, Singapore 238457 Phone: +65 6830 5888, Fax: +65 683D 5830 All brand and/or product names are trademarks of their respective owners. Specifications and external appearance are subject to change without notice. The colour of the actual may vary from the colour shown in the brochure. The images in this brochure s f ram'" €r`s W S; f & 11,�11 , product are not real photographs and slight differences in detail might appear. Copyright 02016 Ricoh Asia Pacific Pte Ltd. All rights reserved. i t�w'A This brochure, its contents and/or layout may not be modified and/or adapted, copied in part or in whole and/or Incorporated into other works without the prior written permission of Ricoh Asia Pacific Pte Ltd. -Genuine Adobee PostScdpt®3 and PDF Direct fromAdobe* are available as options. EXHIBITS PAGE k4 OF City of Richmond Trade -in for 5devices. ' Canon |R5O65-$25U.UO Canon |R2545-$50.UO Canon |R2530'$5U.00 Ricoh W4P5OOO'Seda|Number N157954OO711'$1OO.00 Ricoh MID 5OOO—Serial Number C24O2G2O1'$10O.00 Dan Swift Services Executive- Major Accounts RICOHUSA, INC. 4319VVea Clara Lane #10S Muncie, Indiana 473O4-547D Phone: 765-433-3108 Toll Free: 8UO-945-458GExt. 3G37 Fax:26O.483.7404 Dan. Swift(a)-ricoh-usa.com ~=~COH imagine. change. 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 Qty Purchase Agreement QPA Number Page 0000000000000000000013915 1 of 1 Requisition Nbr.: Office Equipment & Maintenance Effective Date: 09/04/2015 Expiration Date: 09/03/2019 Agency Number: Facility: ASA RFP 15.037 VendorlD: 0000005509 Vendor Telephone Nbr: 317-329-6088 Name Of Contact Pers: CHRIS JOHNSON Contact Email: 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: hftp://www.in.gov/idoa/2686.htm. Vendor Contact: Chris Johnson 317.590.6050 Chris.johnson@ric6h-usa.com IDOA Vendor Manager: Karl Jagars kjagars@idoa.in.gov 317.234.8758 Signature of Purchasing Officer re The following UN/CEFACT Unit of Measure Common Codes are used in this document: Name Of the �hington Street, Rm Indiana 46204 Unit Price State Form 9955(R10/7-08)-Electronic Version -Approved by State Board Of Accounts, 2008 EXHIBIT APAGE jlg ,OF 6Ttr89LGZ 7 10 T aged TIVIDISIDA 61OZ/VT/Z Isom ajuuoa ONOWHOW IS H19 N'09 (JN0WHDIM:JOA110 xej Alunoo 11BLU-3 di S 01 Z Gull SSGjpp)f OU04d. joetuoo A! 3 l, Gull SSOJPPV stueN jewoI NOUVINHOM 01 d1HS 13CIOW Old En8vanowN00 (:Icjuv) civ, owovVet 00,0$ ootlo*o 0 Z90010 0 crioE) z dsq90SdW H03l'd —oo,ogz,gt G3lJd 116S Golid Iles A7HINOPV BAO A*UII GMI L GAO WS AWINGN Souemol1v IGAG-1 Alt) ublidlimC] PGI asee Joloo jolo 0 Flol NVE 1`131401aalAJeg !DhPdJd P31AJOS N011MMOMI londO'dd 3N),VM Ao6.aUeIpU1pu,owqoIj@JS8mj LirZlr-VZCD1N1 ocken(99L) Isom aluuou ONCIIII IS H19 IN 09 (INOWHO18 =10,UI0 x1R-q f4uno0 119LU-3 dlZfjs z Gull SSOJPPV WOW JDLJUOD A110 6 Gull SSoJPPV OUJON �IaI NOUVWBOANI 01AMS 00,ot NKp� A0103 0 Joloo + Z900,0 I AAIS 0 Mie AVINOPY OS139 831AAOS se6piet,6 dnojE) AIHINOn aouemollV laI dno-jE) pealuejenE) OIOJi A71HINON I AlHiNO--V4------T SWUM 09 0113A.L GOINGS Aouoncojl D11111118 8111 1 Aouenbaj:f 13511118 eage (Stpaow) luieL 03flues :xg .4 3NAVM:Alunoo /-tZV -ir/UWNIA MIS AOtJ-2Ue!PU!PUOW40ilUISONU:IleLU-9 (INOWHOIN :A;10 11,9CL-896(9910 'GuOtld 1z Gull SSGJPPv Isom qluuoa :JOBJU03 is Hig IN 09 : 11, Gull ssBAPPV —jowolsn JO AAO'CINOWHOI23 :oweN le al N011VWU0JN1 011118 301AU3S NOIIVWHO:INI 301ANES 431AJGS.'9j9J PbXl=l 21 # lopailuoo aolmos BU0SIX3 01 Ppv, 0 UollavuAs [3 (SUOlIOU0t) PUG SUIJ81 JOU6111PPO Aq POUJUMB pue o))oafqn8) aoIAjaS 11 [] (91 uo!IdLuaxg PKBA 43R))V) IdLuaxa xe.L salesA (suoiI pue swiaj leuo!llppe Aq p-aujaAoB pue of loafqnS) 80111JOS Sd 13 Itod papnioul Od [J :fildcle IR41 lie 310840 :XLI:f 3NkVM:JI A0115-MBIP111 PUOLULPIJ(plsamj :11OW-3 aNONHOIN :A410 M/-JM6F99-1F'-8-U-011d :Z,vull SSejppV. Isam uiuuo :13e;UO3 LS Hig N 09 : 1,411Jil SsGJPPV 40 A110 '(11MONHOIN -GWBN jobal jetuoisno N011VIAMOM 01 T118 IN3Wdino3 C3H3V11V SN01 11ON00 CINV SINII91 =11-11 (INV BOW SIHIAO SISISNOO A31113MIOV U30L10' HSVO:edAl. solos 0 4 Z, I z I I z 9T, Tol—,W #- U t N GdoIGAU3 U61SIM00 ' DocuSi9n Envelope ID: 692lB980-A005-48FA-8BF5-851646A9BODC IN147374-4247 ndindiana.gov WAYNE PRODUCT INFORMATION Product OTY Service Total BM Allowance B/W Ovg Total Color Allowance color Service Base Sell Price Extended Description Level MONTHLY MONTHLY Ovg MONTHLY Sell Price RICOH 1 GOLD 0 0.0052 0 0.0400 $0.00 $5,168.00 $5,168.00 MPC4504EX CONFIGURABLE PTO MODEL BASIC CONNECTIVITY I PS / 1T Services Description quantity Sol[ Price Extended Satl Price TS NETWORK & SCAN CONNECT- BEG 2 2 $150.00 $300.00 TS NETWORK & SCAN - SEG BC4 1 $150.00 $150.00 ORDER TOTALS Service Type Offerings: Product Total: $11 448.00 Gold: Includes all supplies and staples. Excludes paper. BASIC CONNECTIVITY I PS / IT Services. $450.Ob Silver: Includes all supplies. Excludes paper and staples. BuyOutAfter Promotions: $0.00 Bronze: Parts and labor only. Excludes paper, staples and supplies. Grand Total: (Excludes Tax) $11,898.00 Additional Provisions: Insert ANY additional provisions here Accepted by Customer Accepted: Ricoh USA, Inc. Authorized Signature: Authorized Signature: Printed Name: Ronnie West Printed Name: Title: Interim Director of Technolo Title: Date Date Initials Page 2 of 2 25768419 2/14/2019 Verslonfil.l DocuSign Envelope ID: 6921 B980-A005=48FA-8BF5-B51646A9BODC RICO�H MASTER MAINTENANCE & SALE AGREEMENT CUSTOMER INFORMATION Full Legal Name RICHMOND, CITY OF Address 50 N 5TJ+ST City RICHMOND I State IN Zip Code 1 47374.4247 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 he 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 nol, however, Alter or otherwise modify the rights or obligations of the 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 Tenn (defined in Section 3) of the Service engagement, the location at which Services shall be performedandthe applicable Service Charges (definedT in Section-4) for such Order. Ricoh will not be responsible to provide Services for Serviced Products in the .event the Term and location(s) are not identified on the Order accepted by Ricoh. (b) For: maintenance and repair Services, Ricoh will repair or,replace in accordance with the terms and conditions of this Agreement and the manufacturer's specification's, 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 Nonnal Business Hours (defined below) and Service calls or work. Which Customer requests to be performed on Ricoh Holidays (defined below); (iv) removable cassette, copy cabinet, exit trays, or any item not related to the mechanical or electrical operation of the Serviced Products; (q) consumable supplies such as paper, staples, clear toner and white toner, unless expressly provided for in the applicable Order; (yi) repairs, service calls and/or connectivity of attachments not purchased from Ricoh; (vii) any software, system support or related connectivity unless specified in writing by Ricoh;.(viii) parts no longer available from the applicable manufacturer; (ix) electrical work external to the Serviced Products; including problems resulting from overloaded or improper circuits; (x) installation or de -installation and/or movement of the Serviced Products from one location to another unless: specified in writing by Ricoh; (xi) repairs of damage or increase in: service time caused by force majeure events; (xii) reconditioning and similar major overhauls of Serviced Products; (xiii) any obligation to remove, delete, preserve, maintain or otherwise safeguard<any information, images or content retained by or resident in. any Serviced Products, whether through a digital storage device, hard drive or other electronic medium ("Data ManagementSeivicce'); 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 clue 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 efi'eot. 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 — 5:00prn local service time, Monday through Friday ( Normal' Business Hours")-atthe installation address shown on the applicable Order. Service'does not include coverage on Ricoh holidays, which include New Year's Day, Memorial Day, 41h 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 aad'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 of any Customer location, Ricoh personnel shall comply with Customer's reasonable policies pertaining to access, security and use of Customer sites and systems, provided that such policies are provided to Ricoh in advance and in writing and do not conflict with the terns 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 term identified in the Order. At the expiration of the tern .identified in the Order, it will automatically renew for successive twelve (12) month periods unless notice of termination as specified below is given. The duration of the,initiat term and any extension or renewal thereto are collectively referred to as the "Term." Customer may terminate any Order under this Agreement'for convenience prior to expiration of its Term:so long as Customer`is not then in default and provides Ricoh at least thirty (30) days prior written notice. Ricoh may terminate, any Order under this Agreement for convenience prior to expiration of its Term so long as Ricoh is not then in default and provides Customer at least sixty (60) days prior written notice Should Customer elect to terminate an Order for convenience that has a Term of at least thirty-six (36) months, Customer shall pay -to Ricoh, as liquidated damages and, not as a penalty,. an early termination fee In accordance with the following ("Termination Fee"): (I) if the termination occurs in months one (1) through twelve (12) of the Term, an amount equal to twelve (12) titncs'the Monthly Service Charge (as defined below); (ii) if the termination occurs in months thirteen (13) through twenty-four (24) of the Tenn, an ,amount equal to nine. (9) tunes the Monthly Service Charge;.and (III) if the termination occurs anytime after the twenty-fourth (2411) month of the Term, an amount equal to the lesser of six (6) times.the Monthly Service Charge or the number of months remaining under the then current Term of such Order. For an Order having.a Term of less than thirty-six (36) months, the Termination Fee shall be equal to the lesser of six (6) times the Monthly Service Charge or the number of months remaining under the Tenn of such Order. For the purposes herein, the "Monthly Service Charge' shall equal (I) the MMSA 05.16 90247vl DocuSign Envelope ID: 6921B980-A005.48FA-8BF5-851646A9BODC 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 fire date of Customer's termination. If such termination date occurs less than six (6) months after the effective date of the Order, the Monthly Service Charge will be equal to the average monthly Order charges for the number of months the Order was in effect. 4. Service Charges. (a) Service charges ("Service Charges") will be set forth on an Order. Service Charges will not include any charges for repairs or Service that are otherwise covered by the applicable manufacturer's limited warranty during the period covered by any such warranty, to the extent Ricoh has agreed with such manufacturer not to charge a customer for any such charges. Customer acknowledges and agrees that: (i) alterations, attachments, specification. changes, or use by Customer of sub -standard supplies that cause excessive service calls may require an increase in Service Charges; (4) the transfer of the Serviced Products from the location indicated on the applicable Order may result in an increase of Service Charges or the termination of the Order; and (iii) to the extent that Customer requests that Ricoh registers with a third -party vendor prequalification service and Ricoh agrees to register, Customer will be charged for Ricoh's registration and any other related fees for registering with such service and this Agreement shall be the only terms and conditions to govern such registration and service. Customer shall be responsible for any costs related to freight (including fuel surcharges, which may be imposed from time to time), postage/mailing expense (meter rentals) and/or administrative and processing fees and, to the extent Ricoh pays such costs, Customer shall immediately reimburse Ricoh. (b) Unless otherwise specified in an Order, Service Charges are based on standard 8.5x11 images. Ricoh reserves the right to assess additional images charges for non-shmdard images, including I IxI7 images. Customer acknowledges that pricing is based on the prevailing rates at the time of the Order. Unless otherwise expressly agreed to in writing, if the Term 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. 5. 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 manufachuer-recommended supplies, including paper, developer, toner, and fuser oil, and if such supplies are defective or not acceptable for rise on the Serviced Products or cause abnormally frequent service calls or service problems, then Ricoh may, at its option, assess a surcharge or terminate the applicable Order with respect to such Serviced Products. If so terminated, Customer will be offered Service on a "per call" basis at Ricoh's then -prevailing time and material rates. If Ricoh determines that Customer has used more Ricoh -provided supplies than the manufacturer's recommended specifications, then Customer will pay reasonable charges for those excess supplies and/or Ricoh may refuse Customer additional supply shipments. (b) Customer is required to provide Ricoh actual and accurate meter readings in accordance with the billing schedule set forth on an Order. Ricoh may, at its discretion and dependent upon Serviced Product capabilities, collect remote meter readings and utilize equipment monitoring services using automatic meter reading solutions ("AIVIR"). This may allow for automated meter reading and submission, automatic placement of low toner alerts, automatic placement of service calls in the 'event of a critical Serviced Product failure and may enable firmware upgrades. The meter count and other information collected by AMR ("Data") is sent via the internet to remote servers some of which may be located outside the U.S. AMR cannot and does not collect Customer document content. Ricoh uses reasonably available technology to maintain the security of the Data; however, Customer acknowledges that no one can guaranty security of information maintained on computers and on the internet. Ricoh retains full rights to the Data (burnt Customer documents or information), which it or its authorized third parties may use to service the Serviced Products. Ricoh may also use the Data for its normal business purposes including product development and marketing research; however, the Data will not be provided to any non-Ricoln third party in a form that personally identifies the Customer. Ricoh may dispose of the Data at any time and without notice, AMR technology is the confidential and proprietary information of Ricoh and/or its licensors protected by copyright, trade secret and other laws and treaties. Ricoh retains full title, ownership and all intellectual property "rights in and to AMR. (c) If an actual and accurate meter reading is not supplied to Ricoh in accordance with the billing schedule set forth on an Order, Ricoh may calculate an estimated meter reading from previous meter readings and Customer agrees to pay Service Charges based on such calculated estimate. Appropriate adjustments will be made by Ricoh in a subsequent billing cycle following Customer providing actual and accurate meter readings, if Ricoh contacts Customer to obtain a meter reading, then Ricoh may assess an- administrative fee in an amount equal to fifteen dollars ($15.00) per meter reading collected pet billing period for the time and expense associated with meter collection activity in addition to the Service Charges- If Ricoh visits Customer location to obtain a meter reading, Ricoh may assess a fee according to the hourly service charge rate. 6. Connectivity and Professional Services. Customer may acquire connectivity, IT and professional services from Ricoh ("Professional 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 may 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 the 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 performed by Ricoh, Ricoh shall have no obligtition 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 the manufacturer. Customer will provide'adequate facilities (at no charge) for use by Ricoh representatives in connection with the Service of the Serviced Products hereunder within a reasonable distance of the Serviced Products. Customer agrees to provide such access to its facilities, networks and systems as may be reasonably necessary for Ricoh to perform its Services, including but not limited to "360 degree" service access to the Serviced Products.'Customer will provide a key operator for the Serviced Products and will make operators available for instruction in use and care of the Serviced Products. 'Unless otherwise agreed upon by Ricoh in writing or designated in the applicable Order, all supplies for use with the Serviced Products will be provided by Customer and will be available "on site" for servicing, Customer agrees that (1) any equipment not serviced by Ricoh which ufilizes 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 gencral liability, auto and personal .property insurance, and workers' compensation insurance in the amount required by law, and. thatsuch insurance will remain in effect during the Tenn of an Order. Such insurance shall be primary and non-contributory. Limits provided may not be construed to limit liability. General liability insurance shall include the other party as an additional insured and contain no exclusions for cross liability between insureds. Upon request, each party agrees to deliver the other party evidence of such insurance coverage- Failure to maintain adequate insurance does not relieve liability under this Agreement. MMSA 05.16 90247vl IEXH[B}T A __ PAGEo — .. - - 11 �Of��-A DocuSign Envelope ID:6921B980-A005-48FA-SBF5-851B46A9BODC 9. Indemnification. Each party ("indemnifying Party") shall indemnify, defend and hold harmless the otter ("Indemnified Party") from all third - party claims incurred by the Indemnified Party arising out of the death or bodily injury of any agent, employee, or business invitee of the Indemnified. Party, or the damage, loss, or destruction of any tangible property of the Indemnified Party to the extent proximately caused by the negligent acts or omissions or willfid 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 shalt 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. Ricoh will not be obligated to sell or deliver Products where such information, is not provided in the applicable Order. Customer shall be responsible for all installation, transportation and rigging expenses. Customer agrees to confirm delivery of all Products covered by each Order when the same is delivered by signing a delivery and acceptance certificate or written delivery acknowledgement. Payment for accepted. purchased Products will be due and payable in accordance with this Agreement and shall not be contingent on installation of software or performance of Professional Services. Orders shall not be cancelable by Customer following acceptance by Ricoh. Ricoh reserves the right to make Product deliveries in installments. All such installments shall be separately invoiced and paid for when due,.without regard to subsequent deliveries. Delay in delivery of any, installment shall not relieve Customer of its obligation to accept remaining installments and remit payments as invoiced by Ricoh. Ricoh reserves the right at any time to revoke, any credit extended to Customerbecause of Customer's failure to pay for any Products when due or for any other credit reason. 11. Title; Risk of Loss. Unless otherwise agreed upon byy both parties in writing, Products are deemed delivered and title passes to Customer: (i) .upon delivery by Ricoh to common carrier, or (ii) in the case of an arranged delivery by a local Ricoh installation vehicle, upon delivery by such vehicle to Customer shipping point. Upon delivery in either case, Customer assumes all risk of theft, loss or damage to the Products, no matter how occasioned. 12. Returns; Damaged Products: No Products may be returned without Ricoh's prior written consent Only consumable goods invoiced within sixty (60) days will be considered for return. On authorized returns, Customer agrees to pay a restocking charge equivalent to thirty percent (30%) of the purchase price. Products returned without written authorization from Ricoh may not be accepted by Ricoh and is the sole responsibility of Customer. All nonsaleable merchandise (that has been opened or partially used) will be deducted front any credit due to Customer. All claims for damaged Products or delay in delivery shall be deemed waived unless made in writing and delivered to Ricoh within five (5) days after receipt of Products. Terms applicable to all transactions: 13. Warran . Ricoh agrees to perform its Services in a professionalmanner, consistent with applicable industry standards. -Ricoh will re -perform any Services; not in compliance with this warranty and brought to Ricoh's attention in writing within a reasonable time, but in no event more than thirty (30) days after such Services are performed, which shall be an exclusive remedy for such non-compliance. For any Products manufactured by Ricoh ("Ricoh Equipment"), Ricoh further warrants that, at the time of delivery and for a period of ninety (90) days thereafter the Ricoh Equipment will be in good working order and will be free from any defects in material and workmauship..Ricoh's obligations tinder 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 die software ("Software Supplier"). Ricoh has no right, title or interest in any third -party software. Customer is solely responsible for entering into Softare Licenses with the applicable Software Supplier and acknowledges that its rights and obligations with respect to such software as well as those of the Software Supplier are solely as set forth in such Software Licenses. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, RICOH DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO,' ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR USE, OR FITNESS FOR A PARTICULAR PURPOSE. 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 rNDEMNiFICATION 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 PROM OR RELATING TO THIS AGREEMENT, SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT PAID TO RICOH FOR THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT DURING THE SIX-MONTH PERIOD PRECEDING THE DATE - ON WHICH THE CLAIM AROSE. IN NO EVENT SHALL RICOH BE LIABLE TO CUSTOMER FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF ANY SOFTWARE PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, OR DELAY OF DELIVERY OF SERVICES UNDER THIS AGREEMENT. RICOH ASSUMES NO OBLIGATION TO PROVIDE OR INSTALL ANY ANTI -VIRUS OR SIMILAR SOFTWARE AND THE SCOPE OF SERVICES CONTEMPLATED HEREBY DOES NOT INCLUDE ANY SUCH SERVICES. 15. Payment: Taxes. Payment terms are net ten (10) days. If invoices are unpaid and overdue, Customer agrees to pay Ricoh a late charge of one and one-half percent (1.5%) per month on any unpaid amounts or the maximum allowed by law, whichever is Iess, and in addition shall pay Ricoh all costs and expenses of collection, or, in the enforcement of Ricoh's rights hereunder, including, but not limited to, reasonable internal and external legal costs, whether or 3 MMSA 05,16 90247vl DqcuSign Envelope ID:.AFDF573B-8F32-4,6Fl-9B5F-A76CFBD57OB7 ORDER AGREEMENT Sales Type: CASH ORDER AGREEMENT CONSISTS OF THIS PAGE AND THE TERMS AND CONDITIONS ATTACHED EQUIPMENT BILL TO INFORMATION Customer Legal Name: CITY OF RICHMOND Address Line 1: 60 N STH STContact: Ronnie West Address Line 2: - Phone: (765)983-7351 City: RICHMOND E-mail: rwest@richmondindiana.gov STIZIp: IN/47374-4247 County: WAYNE Fax: Check all that apply: 0 PO Included PO# 0 P8 Service (Subject to and governed by additional'Terms and Conditions) YSales Tax Exempt (Attach Valid Exemption Certificate) 0 IT Service (Subject to and governed by additional Terms and Conditions) 0 Syndication 21 Fixed rate :Service 0 Add to Existing Service Contract# SERVICE INFORMATION SERVICE BILL TO INFORMATION Customer Le al Name: CITY.OF RICHMOND Address Line 1: 50 N 6TH ST Contact: Ronnie West Address Line 2: Phone: (765)983-7351 City: RICHMOND E-mail: rwestdrichmondindiana.gov, I ST/ZIP: IN147374-4247- I Count :WAYNE Fax: I Service Term. Months Base Billing Frequency Overage Billing Frequency service Type 1 60 Months MONTHLY MONTHLY GOLD SHIP TO INFORMATION Customer Name Address Line I city Contact Phone Address Line 2 ST1ZIp E-mail County Fax CITY OF RICHMOND 2200 E MAIN ST RICHMOND Ronnie West (765)983-7351 PARKS DEPT IN147374-570D rwest@richmondindiana.gov WAYNE PRODUCT INFORMATION Product - QTY Service Total BIW Allowance BN V 0 1 Total Color Allowance Color Service Base Sell Price Extended Description Level MONTHLY MONTHLY Ovg MONTHLY Sell Price RICOH I GOLD 0 0.0056 0 0.04 $0.00 $6,26.3.00 $5,263.00 MPC6004EX CONFIGURABLE PTO MODEL BASIC CONNECTIVITY I PS I IT Services I Quantity I Sell Price Extended Sell Price Description I TS NETWORK & SCAN - SEG BC4 1 1 $160.00 $150.00 Page 1 of 2 25136009 211412019 Versiontill rLIJ DocuSign Envelope ID: AFDF573B-8F32-46F1-9B5F-A76CFBD670B7 ORDER TOTALS Service Type Offerings: Product Total: $6,263.00 Gold: Includes all supplies and staples. Excludes paper. BASIC CONNECTIVITY I PS I IT Services : $1150.00 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: (Exclude s Tax) $6,413.00' Additional Provisions: Insert ANY additional provisions here_ Accepted by Customer Accepted: Ricoh USA, Inc. Authorized Si Authorized Signature: Printed Name: Ronn Printed Name: Interim Director T :7).'Title: -Title: Date Date Initials Pap 2 of Z 25136009 2/14/2019 Versionil1.1 J DocuSign Envelope ID: AFDF573B-6F32-46F1-9B5F-A76CFBD670B7 1101C ff 'S MASTER MAINTENANCE cot: SALE AGREEMENT CusiromER INFORTVIATION Full Legal Name CITY OF RICHMOND Address 50 N STH ST city RICHMOND State 1T1 Zip Code 1 473744247 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, sofhvare, 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 of the 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 specificServices to be performed, including, if applicable, the equipment to be serviced (the "Serviced. Products"), the Term (defined in Section 3) of the Service engagement, the location at which Services shall be performed and the applicable Service Charges (defined in Section 4) for such Order, Ricoh will not be responsible to provide Services for Serviced Products in the event the Term and location(s) are not identified on the Order accepted by Ricoh. (b) nor maintenance and repair Services, Ricoh will repair or replace in accordance with the terms and conditions of this Agreement and the manufacturer's. specifications, any part of the Serviced Products that becomes unserviceable due to normal usage (other than consumable supplies). Replacement parts. will be furnished on an exchange basis and will be new, reconditioned, or used. All parts removed due to replacement will become the property of Ricoh. .(c) The maintenance and -repair Services provided by Ricoh under an Order will not include the following: (i) repairs resulting from misuse (including without limitation improper voltage or the use of supplies that do not conform to the manufacturer's specifications) or the failure to provide, or the failure of,, adequate electrical power, air conditioning or humidity control; (ii) repairs made necessary by service performed by persons other than Ricoh representatives; (iii) unless covered under an extended hour service contract, service calls or work which Customer requests to be performed outside of Normal Business Hours (defined below) and Service calls or work which Customer requests to be performed on Ricoh Holidays (defined below); (iv) removable cassette,, copy cabinet, exit trays, or any item not related to the mechanical or electrical operation of the Serviced Products; (v) consumable supplies such as paper, staples, clear toner and white,toner, unless expressly provided forin the applicable Order, (vi) repairs, service calls and/or connectivity of attachments not purchased from Ricoh; (vih) any software, system support or related connectivity unless specified in writing by Ricoh; (viii) parts no longer available from the applicable manufacturer; (ix) electrical work external to the Serviced Products, including problems resulting from overloaded or improper circuits; (x) installation or de -installation and/or movement of the Serviced Products from one location to another unless specified in writing by Ricoh; (xi) repairs of damage or increase in service time caused by force majeure events; (xii) reconditioning and similar major overhauls of Serviced Products; (xiii) any obligation toremove, 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 — 5i00pm local service time, Monday through Friday ("Normal Business Hours") at the installation address shown on the applicable Order. Service does not include coverage on Ricoh holidays, which include New Year's Day, Memorial Day, 41h of July, Labor Day, Thanksgiving, the day after Thanksgiving and Christmas Day (collectively, "Ricoh Holidays"). Travel and labor -time for the service calls after Normal Business Hours, on weekends and on Ricoh Holidays, if and when available and only in the event and to the extent that Ricoh agrees to provide such non-standard coverage, will be charged at overtime rates in effect at the time the service call is made. While on -site at any Customer location, Ricoh personnel shall comply with Customer's reasonable policies pertaining to access, security and use of Customer sites and systems, provided that such policies are provided to Ricoh in advance and in writing and do not conflict with the terms and conditions of this Agreement. 3. Term: Early Termination. Each Order shall become effective on the date that Ricoh accepts the Order, and shall continue for the term identified in the Order. At the expiration of the term identified in the Order, it will automatically renew for successive twelve (12) month periods unless noticeof termination as specified below is given. The duration of the initial term and any extension or renewal thereto are collectively referred to as the "Term." Customer may terminate -any Order under this Agreement for convenience prior to expiration of its Term so Iong as Customer is not then in default and provides Ricoh at least thirty (30) days prior written notice. Ricoh may terminate any Order under this Agreement for convenience prior to expiration of its Term so long as Ricoh is not then in default and provides Customer at least sixty (60) days prior written notice. Should Customer elect to terminate an Order for convenience that has a Term of at least thirty-six (36) months, Customer shall pay to Ricoh, as liquidated damages and not -as a penalty, an early termination. fee in accordance with the following ("Termination Fee"): (i) if the termination occurs in months one (1) through twelve (12) of the Term, on arnount equal to twelve (12) times the Monthly Service Charge (as defmcd below); (ii) if the termination occurs in months thirteen (13) through twenty-fcur (24) of the Tenn, an amount equal to nine.(9) times the Monthly Service Charge; and (iii) if the termination occurs anytime after the twenty-fourth (241h) month of the Term, an amount equal to the lesser of six (6) times the Monthly Service Charge or the number of months remaining under the then current Term of such order," For an Order having a Term of less than thirty-six (36) months, the Termination Fee shall be equal to the lesser of six (6) times the Monthly Service Charge or the number of months remaining under the Term of such Order. For the purposes herein, the "Monthly Service Charge" shall equal (i) the MMSA 05.16 90247v1 EXHIBIT PAGE �H_OF DocuSign Envelope ID: AFDF573B-8F32-46F1-9B5F-A76CFBD670B7 base monthly Service Charge set forth in the Order; or (ii) in the event the Order does not contain a base monthly Service Charge, the average monthly Order charges for the six (6) month period prior to the date of Customer's termination, if such termination date occurs less than six (6) months after the effective date of the Order, the Monthly Service Charge will be equal to the average monthly Order charges for the number of months the Order was in effect. 4. Service Charges. (a) Service charges ("Service Charges") will be set forth on an Order. Service Charges will not include any charges for repairs or Service that are otherwise -covered by the applicable manufacturer's limited warranty during the period covered by any such warranty, to the extent Ricoh has agreed. with such manufacturer not to charge a customer for any such .charges. Customer acknowledges and agrees that: (i) alterations, attachments, specification changes, or use by Customer of sub -standard supplies that cause excessive service .calls may require an increase in Service Charges; (H) the transfer of the Serviced Products from the location indicated on the applicable Order may result in an increase of Service Charges or the termination of the Order; and (iii) to the extent that Customer requests that Ricoh registers with a third -party vendor prequalifrcation service and Ricoh agrees to register, Customer will be charged for Ricoh's registration and any other related fees for registering with such service and this Agreement shall be the only terms and conditions to govern such registration and service. Customer shall be responsible for any costs related to freight (including fuel surcharges, which may be imposed from time to time), postage/mailing expense (meter rentals) and/or administrative and processing fees and, to the extent Ricoh pays such costs, Customer shall immediately reimburse, Ricoh. (b) Unless otherwise specified in an Order, Service Charges are based on standard 8.:5x11 images. Ricoh reserves the right to assess additional images charges for non-standard images, including I Ixl7 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 hvelve (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. 5. 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 defective or not acceptable for use on the Serviced Products or cause abnormally frequent service calls or service problems, then Ricoh may, at its option, assess a surcharge or terminate the applicable Order with respect to such Serviced Products. if so terminated, Customer will be offered Service on a "per call" basis at Ricoh's then -prevailing time and material rates. If Ricoh determines that Customer has used more Ricoh -provided supplies than the manufacturer's recommended specifications, then Customer will pay reasonable charges for those excess supplies and/or Ricoh may refuse Customer additional supply shipments. (b) Customer is required to provide Ricoh actual and accurate meter readings in accordance with the billing schedule set forth on an Order. Ricoh may, at its discretion and dependent upon Serviced Product capabilities, collect remote meter readings and utilize equipment monitoring services using automatic meter reading solutions("AMR"). This may allow for automated meter reading and submission, automatic placement oflow 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 interne/ to remote servers some of which may be located outside the U.S. AAIR cannot and does not collect Customer document content. Ricoh uses reasonably available technology to maintain the security ofthe Data; however, Customer acknowledges that no one can guaranty security of information maintained on computers and on the internet. Ricoh retains full rights to the Data (but not Customer documents or information); which it or its authorized third parties may use to service the Serviced Products. Ricoh may also use the Data for its normal business purposes including product development and marketing research, however, the Data will not be provided to any non -Ricoh third party in a farm that personally identifies the Customer. Ricoh may dispose of the Data at any time and ~without notice. AMR technology is the confidential and proprietary information of Ricoh and/or its licensors protected by copyright, trade secret and other laws and treaties. Ricoh retains full title, ownership and all intellectual property rights in and to AMR. (c) If an actual and accurate meter reading is not supplied to Ricoh in accordance with the billing schedule set forth on an Order, Ricoh may calculate an estimated meter reading from previous meter readings and Customer agrees to pay Service Charges based on such calculated estimate. Appropriate adjustments will be made by Ricoh in a subsequent billing cycle following Customer providing actual and accurate meter readings. If Ricoh contacts Customer to obtain a meter reading, then Ricoh may assess an administrative fee in an amount equal to fifteen dollars ($15.00) per meter reading collected per billing. period for the time and expense associated with meter collection activity in addition to the Service Charges. If Ricoh visits Customer location to obtain a meter reading, Ricoh may assess a fee according to the hourly service charge rate. 6. Connectivity -and Professional Services. Customer may acquire connectivity,, IT and professional services from Ricoh ("Professional 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 w set forth in the Order. Customer shall provide Ricoh with such access to its facilities, networks and systems as may 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 the Order. Estimated delivery and/or service schedules contained in any Order are non -binding estimates. Intellectual properly 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 performed 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 the manufacturer. Customer wilt provide adequate facilities (at no charge) for use by Ricoh representatives in .connection with the Service of the Serviced Products hereunder within a reasonable distance of the Serviced Products. Customer agrees to provide. such access to its facilities, networks and systems as may be reasonably necessary for Ricoh to perform its Services, including but not limited to "360 degree" service access to the Serviced Products. Customer will provide a key operator for the Serviced Products and will make operators available for instruction in use and care of the Serviced Products. Unless otherwise agreed upon by Ricoh in writing or designated in the applicable Order, all supplies for use with the Serviced Products will be provided by Customer and will be available "on site" for servicing. Customer.agrees that (i) any equipment not serviced by Ricoh which utilizes identical supplies to the Serviced Products must be covered under a separate inclusive non -Ricoh service program; and (ii) any Serviced Products under one Ricoh Service Level may not utilize. any supplies provided to other Serviced Products with a different Ricoh Service Level (i.e., no sharing of supplies across different Ricoh Service Levels). 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 Term of an Order. Such insurance shall be primary and non-contributory, Limits provided may not be construed to limit liability. General liability insurance shall include the other party as an additional insured and contain no exclusions for cross liability between insureds. Upon request,:each party agrees to deliver the other party evidence of such insurance coverage. Failure to maintain adequate insurance does not relieve liability under this Agreement. MMSA b5.16 90247vl mill EXHIBIT A, PAGE-5 OF o), DocuSign Envelope lb: AFDF573B-6F32-46F1-9135F-A76CFBO67OB7 9, Inderanitication. Each party C1ndernifying Party") shall indemnify, defend and hold harmless the other ("Indemnified Party") from -all third - party claims incurred by the Indemnified Party arising out of the death or bodily injury of any agent, employee, or business invitee of the,Indemnifued Party, or the damage, loss, or destruction of any tangible property of the Indemnified Party to the extent proximately caused by the negligent acts or omissions or willful misconduct of the Indemnifying Party, its employees, or agents. Without intending to create any limitation relating to `the survival of_any other provisions of this Agreement, Ricoh and Customer agree that the terns 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: Ricoh will not be obligated to sell.or deliver Products where such information is not provided in the applicable Order. Customer shall be responsible for all installation, transportation and rigging expenses. Customer agrees to confirm delivery of all Products covered by each Order when the same is delivered by signing a delivery and acceptance certificate or written delivery acknowledgement. Payment for accepted purchased Products will be due and payable in accordance with this Agreement and shall not be contingent on installation of software or performance of Professional Services. Orders shall not be cancelable by Customer, following. acceptance,by Ricoh. Ricoh reserves the right to make Product deliveries in installments. All such installments shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of any, installment shall not relieve Customer of its obligation to'accept remaining installments and remit payments as invoiced by Ricoh. Ricoh reserves the right at any time to, revoke any credit extended to Customer because of Customer's failure to pay for any. Products when due or for any other credit reason. it. Title; Risk of Loss. Unless otherwise agreed upon by both parties in writing, Products are deemed delivered and title passes to Customer: (i) upon delivery by Ricoh to commoncarrier; or (ii) in the case of an arranged delivery by a local Ricoh installation vehicle, upon delivery by such vehicle to Customer shipping, point. Upon delivery in either case, Customer assumes all risk of theft, loss or damage to the Products, no matterhow occasioned. 12. Returns; Damaged Products. No Products'may be returned without Ricoh's prior written consent. Only consumable, goods invoiced within sixty (60) days will be considered for return. On authorized returns, Customer agrees to pay a restocking charge equivalent"to thirty percent (30%) of the purchase price. Products returned without written authorization from Ricoh may not be accepted by Ricoh and is the.sole responsibility of Customer. All nonsaleable merchandise (that has been opened or partially used) will be deducted from any credit due to Customer. All claims for damaged Products or delay in delivery shall be deemed waived unless made in writing and delivered to Ricoh within five (5) days after receipt of Products. Terms applicable to all transactions: 13. Warranty. Ricoh agrees to perform its Services in a professional manner, consistent with appficableindustry standards.. Ricoh will re -perform any Services not in compliance with this warranty and.brought to Ricoh's attention in writing within a reasonable time, but in no event more -than thirty (30) days after such Services are performed, which shall be an exclusive remedy for such non-compliance. For any Products manufactured by Ricoh ("Ricoh Equipment"), Ricoh further warrants that, at the time of delivery and for a period of ninety (90) days thereafter the Ricoh Equipment will be in good working order and will be free from any defects in material and workmanship. Ricoh's obligations under this warranty are limited solely to the repair or replacement (at Ricoh's option) of parts proven to be defective upon inspection. The foregoing warranty shall net 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'CONTA1NED 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 terns 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"), whetter pursuant..to written, click-througb, shrink-wrap or other agreements for such purpose, with the licensor of the software ("Soltwarc Supplier"), Ricoh has no right,<title or interest in any tlgrd-party software. Customer is solely responsible for entering into Softvare,Licenses with the applicable Software Supplier and acknowledges that its rights and obligations with respect to such software as well as those of the Software Supplier are solely as set forth in such Software Licenses. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, RICOH DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR USE, OR FITNESS FOR A PARTICULAR PURPOSE. 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 SIX-MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE. IN NO EVENT SHALL RICOH BE LIABLE TO CUSTOMER FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF ,ANY SOFTWARE PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, -LOSS OF DATA, OR DELAY OF DELIVERY OF SERVICES UNDER THIS AGREEMENT.. RICOH ASSUMES NO OBLIGATION TO PROVIDE OR INSTALL ANY ANTI -VIRUS OR SIMILAR SOFTWARE AND THE SCOPE OF SERVICES ,CONTEMPLATED HEREBY DOES NOT INCLUDE ANY SUCH SERVICES. 15. Payment; Taxes. Payment terms,are nct ten (10) days: If invoices are unpaid and overdue, Customer agrees to pay Ricoh a late charge of one and one-half percent (1.51/6) per month on any unpaid amounts or the maximum allowed by law, whichever is less, and in addition shall pay Ricoh all costs and expenses of collection, or in the enforcement ofRicoh's rights hereunder, including, but not limited to, reasonable internal and external legal costs, whether or MMSA05.16 ' t �; �� milli mill EXhI081T � PAGE CSF docuSign Envelope ID: AFDF573B-8F32-46Ft-985F-A76CFBD670B7 not suit is brought. Ricoh has no obligation to use Customer's invoicing or billing portals, processes, methods or invoicing fonnats specific to Customer billing requirements. All remedies hereunder or at law arecumulative. Except to Ole extent of any applicable and validated exemption, Customer agrees to pay any applicable taxes that are levied on orpayable 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. hi addition to any other rights or remedies which either party may have under this Agreement or at law or'equity, either party shall have the right to cancel the applicable Services specified in an Order made pursuant to this Agreement immediately: (i) if the other party fails to pay any fees or charges or any other payments required under the Order when due and payable, and such failure continues for a period of ten (10) days after being notified in writing of such failure; or.(H) 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 fora period of thirty (30) days after such party is notified in writing of such failure or breach; or (iii) if the other party becomes insolvent, dissolves, or assigns its assets for the benefit of its creditors, or files or has filed against it any bankruptcy or reorganization proceeding. Failure to pennit Ricoh to repair or replace the Serviced Products shall constitute a material breach of this Agreement and excuse Ricoh front any and all fixture performance hereunder. Except as expressly permitted by this Agreement, no refund or credit will be given for any early termination of this Agreement or any Order. if Customer defaults in its obligations hereunder, Ricoh may, in addition to any other remedies available at law or equity, require Customer to immediately pay to Ricoh all past due payments under all Orders, and the Termination Fee. 17. Non -Solicitation: Independent Contractors. Customer agrees that during the Term of any Order and for a period of one (1) year after termination or expiration of the last Order to be executed hereunder, it shall not directly or indirectly solicit, hire, or otherwise retain as an employee or independent contractor any employee. of Ricoh that is or was involved, with or part of the Services. The relationship of the parties, is that of independent contractors. 18. Assignment, force Nlaieure, 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 Ricott. Any such attempted assignment or delegation shall be void. Ricoh shall not be liable for failure to deliver or delays in delivery of Products or Services occasioned by causes beyond Ricoh's control, including without limitation, strikes, lockout, fires, embargoes, war cr other outbreak of hostilities, inability to obtain materials or shipping space, receipt of orders in excess of Ricoh's or its supplier's then -scheduled production. capacity,, machinery breakdowns, delays of carrier or suppliers, governmental acts and regulations, unavailability of Services, personnel or materials or other causes beyond Ricoh's control. 19. Electronic Signatures. Each party agrees that electronic signatures of the parties -on this Agreement and any Order will have the same force and effect as manual signatures. 20. Governing Law; Entire Agreement. This Agreement shall be govemed 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 Peansylvania to resolve any action under this Agreement. The Uniform Computer Information Transactions Act shall not apply to this Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained in this Agreement, supersedes all proposals, oral and written, and all other communications between the parties relating to the Products and Services and may not be amended except in writing and signed by an officer or.authorized representative of both parties. Customer agrees and acknowledges that it has not relied on any representation; warranty or provision not explicitly contained in this Agreement, whether in writing, electronically communicated or in oral form. Any and all representations, promises, warranties, or statements by any. Ricoh agent, employee or representative, including but not limited to,statements or representations made in sales presentations or sales proposals that differ in any way from the temts of this Agreement shall be given no force or effect. In the event of any conflict or inconsistency between, the terms and conditions set forth in this Agreement and those contained in any Order, theterms and conditions of the Order shall control;, provided, however, purchase orders issued to Ricoh for Products and/or Services, even if they do not expressly reference or incorporate this Agreement, shall: (i) be subject to this Agreement; (ii) serve only to identify the Products and/or Services (along with pricing and quantities) ordered; and (iii) not be deemed to alter or otherwise modify the terms and conditions of this Agreement. The delay or failure of either party to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of such provision or affect the right of such party thereafter to enforce each and every provision of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable. Ricoh may accept any Order under this Agreement by either its signature or by commencing performance (e.g. Product delivery, initiating 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 term used herein. Ricoh shall comply with all applicable laws in its performance under this Agreement in delivering Products and Services. This Agreement may be executed in one or more counterparts which, taken together, shall constitute one and the same original document Any notices required under this Agreement should be sent to: Ricoh USA, Inc., 3920 Arkwright Road Macon, GA 31210 A= Quality Assurance. A__ CUSTOT By: Name: Title: Date: MMSA 05.16 90247v1 R USA, INC. ail _, ; M r