Loading...
HomeMy Public PortalAbout138-2012 - Sanitary - Ricoh USA - Copier & maintenance contractPURCHASE AGREEMENT THIS AGREEMENT made and entered into this ��) day of 4bw , 2012, by and between the City of Richmond, Indiana, a municipal corporation acting by and through its Board of Sanitary Commissioners (hereinafter referred to as the "City") and RICOH, USA, Inc., 6680 Poe Avenue, Suite 100, Dayton, Ohio 45414 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF AGREEMENT City hereby retains Contractor to furnish and provide to the City of Richmond Sanitation Department one Ricoh Aficio MP2352sp Copier with automatic document feeder, bypass tray and cabinet, delivered, which includes Gold Service Agreement coverage. The Indiana State Quantity Purchase Agreement Vendor and Commodity List containing Indiana State Pre -Approved Equipment Pricing Bids (hereinafter "QPA Bid List") was examined by the Richmond Information Technology Department. The QPA Bid List is on file in the Richmond Information Technology Department, is hereby incorporated by reference, and made a part of this Agreement. Contractor agrees to comply with all terms and conditions contained therein. Pursuant to Indiana guidelines, a City may opt to use the State QPA Bid List when purchasing and may request price quotes for specific quantities of items of equipment and/or commodities as an alternative to the standard bid procedures. Contractor's initial Response (Indiana QPA Contract # 12716) to Richmond Information Technology Department's specific quantity inquiry is attached hereto as Exhibit "A", which Exhibit consists of one (1) page, is hereby incorporated by reference and made a part of this Agreement. Contractor's revised Response correcting the purchase price of said equipment, pursuant to the State QPA Contract, is attached hereto as Exhibit "B," which Exhibit is dated November 9, 2012 and consists of six (6) pages, and is also hereby incorporated by reference and made a part of this Agreement. Contractor agrees to comply with all terms and conditions contained in Exhibits "A" and "B"; as to purchase price, Exhibit "B" shall be controlling. Should any provisions, terms, or conditions contained in any of the documents attached hereto as Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the provisions, terms, or conditions of this Agreement, this Agreement shall be controlling. The Contractor shall furnish all labor material, equipment, and services necessary for and incidental to the proper completion of this Agreement. No performance of services shall commence until the following has been met: 1. The City is in receipt of any required certificates of insurance and/or warranties; 2. The City is in receipt of any required affidavit signed by Contractor in accordance with Indiana Code 22-5-1.7-11(a)(2);and 3. A purchase order has been issued by the Purchasing Department. Contract No.138-2012 Page 1 of 6 SECTION II. STATUS OF CONTRACTOR Contractor shall be deemed to be an independent contractor and is not an employee or agent of the City of Richmond. The Contractor shall provide, at its own expense, competent supervision of the completion of this Agreement. SECTION III. COMPENSATION City shall pay Contractor a total sum not to exceed Two Thousand Eight Hundred Nineteen Dollars and Zero Cents ($2,819.00) for the total product purchase price of the equipment, and Seventy -Two Dollars and Zero Cents ($72.00) per year for the Gold Service package for a term of sixty (60) months. SECTION IV. TERM OF AGREEMENT This Agreement shall become effective when signed by all parties and shall continue in effect until completion of the project, not to exceed sixty (60) months. Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in part, for cause, at any time by giving at least five (5) working days written notice specifying the effective date and the reasons for termination which shall include but not be limited to the following: a. failure, for any reason of the Contractor to fulfill in a timely and proper manner its obligations under this Agreement; b. submission by the Contractor to the City of reports that are incorrect or incomplete in any material respect; c. ineffective or improper use of funds provided under this Agreement; d. suspension or termination of the grant funding to the City under which this Agreement is made; or e. unavailability of sufficient funds to make payment on this Agreement. In the event of such termination, the City shall be required to make payment for all work performed prior to the effective date by Contractor, but shall be relieved of any other responsibility herein. This Agreement may also be terminated by either the City or the Contractor, in whole or in part, by mutual Agreement 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 pgrformance of this Page 2 of 6 Agreement, either intentionally or negligently; provided, however, that nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set forth below which may arise out of or result from the Contractor's operations under this Agreement, whether such operations by the Contractor or by any sub -contractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may be held responsible. Coverage A. Worker's Compensation & Disability Requirements B. Employer's Liability C. Comprehensive General Liability Section 1. Bodily Injury Section 2. Property Damage D. Comprehensive Auto Liability Section 1. Bodily Injury Section 2. Property Damage Limits Statutory $100,000 $1,000,000 each occurrence $2,000,000 aggregate $1,000,000 each occurrence $1,000,000 each person $1,000,000 each occurrence $1,000,000 each occurrence E. Comprehensive Umbrella Liability $1,000,000 each occurrence $1,000,000 each aggregate SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall, before commencing work under this Agreement, provide the City a certificate of insurance, or a certificate from the industrial board showing that the Contractor has complied with Indiana Code Sections 22-3-2-5, 22-3-5-I and 22-3-5-2. If Contractor is an out of state employer and therefore subject to another state's worker's compensation law, Contractor may choose to comply with all provisions of its home state's worker's compensation law and provide the City proof of such compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law. SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program. Contractor is not required to verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify program no longer exists. Page 3 of 6 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 VIII. 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: 1. 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. Page 4 of 6 SECTION IX. 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 X. MISCELLANEOUS This Agreement is personal to the parties hereto and neither party may assign or delegate any of its rights or obligations hereunder without the prior written consent of the other party. It shall be controlled by Indiana law and shall be binding upon the parties, their successors and assigns. It constitutes the entire Agreement between the parties, although it may be altered or amended in whole or in part at any time by filing with the Agreement a written instrument setting forth such changes signed by both parties. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and suit arising under this Contract, if any, must be filed in said courts. The parties specifically agree that no arbitration or mediation shall be required prior to the commencement of legal proceedings in said Courts. Any person executing this Contract in a representative capacity hereby warrants that he has been duly authorized by his or her principal to execute this Contract. In the event of any breach of this Agreement by Contractor, and in addition to any other damages or remedies, Contractor shall be liable for all costs incurred by City due to the enforcement of this Agreement, including but not limited to City's reasonable attorney's fees, whether or not suit is filed. In the event that an ambiguity or question of intent or a need for interpretation of this Agreement arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Page 5of6 IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of the day and year first written above, although signatures may be affixed on different dates. "CITY" THE CITY OF RICHMOND, INDIANA BY AND THROUGH ITS Board of Sanitary Commissioners r ev By: , Z, / Richai4 Bodiker, President Date: I + 15 (O� APPROV�k,..'i ��,�e4�&�A:�- Sarah L. Hutton, Mayor Date: M) U 1.1 Page 0 of 6 "CONTRACTOR" RICOH, USA, Inc. Date: I (--f 6� —f Z, 4!7 oddk CI'IY:OF RICHMOND SANITARY DISTRICT PROPOSAL 1-Ricoh MP2352sp High Quality, High Speed Printing & Copying - 23 CPM B/W ✓ 50 Sheet Duplexing Automatic Document Feeder (DADF) ✓ 550 x 4 Sheet Paper Capacity,100 Sheet Bypass Tray, Cabinet ✓ Connected As Network Printer, Color Scan To Email/Folder ✓ Data Overwrite Security Unit (image Security) ✓ Hard Drive Encryption (Image Security) Fax. Purchase Price: $3,064.00 + Maintenance $72.00 Per Year Proposed Cost 60 Month Lease: $65.87 Maintenance Pricing: $72.00 Per Year. Maintenance Includes 12,000 B/W Images Per Year Excess B/W Images Are Billed Quarterly @ $.006 Per Image. IKON Service & Su lies: All Inclusive Plan Includes Parts, Labor, Toner And Staples. Does Not Include paper. Pricing Locked For 60 Months (no increases) Pricing Based On State of Indiana QPA Contract #12716 Thank you for all your time and consideration. Sincerely, Mark Ellis Senior Account Executive Ricoh USA 914-3131 JtAHIBIT--L PAGE I OFF SERVICE INFORMATION ServlceTerrh ovonthil. @sSe.@lllin :Fre uend. efolue Billing FraztuqqC. 60 Months ANWALLY ANNUALLY . P.RODUCT INFORMATION txracluct GescriplEon qty Service �Ny Allowance BNV Ovg Caiaro{or Allowance S er�rlce 13asa Seli Pace Exterld6d Sell Price {Peraase,Btiaiy, (ee79era8r dV t .T9asa RIG(}H �IiP23525P 1: Gold f2e000 $0 0660 . NIA NJA $72 00 2,OMU, g2;669A0: BASIC. GOh11VECiIVI i^Y C s f YT SERV1r;E lNFORM.ATIOhI BASIC CONkF_JC 1TYf 0S,ht Serv.1ces,Cfescrfptlon Qty SES11 Price Extended Sail Price htEiWQR1Ci£$CQNt;dNNECT=SE 2 1 S15U,QU lSD:Op ORDER TOTALS: Service TypegiTertw Product Total'. 52;569.40 Gold: Includes all supplies and staples. BASIC CONNECTIVITY PS 1IT g54 00 Exdudas paper., ServicQs: Silver.4hudes'atl supplies; Excludes papei and Buyout After Promotions, 50.00 staples.:.: B ronze6,Parts :and la hor only..Excludes paper,:.. .. ... -staples and supplies. Grand Total: (Excludes Tax) $2.819.06 Additional Provisions: EXHtBIT..B� PAGE a OF �, RICOH TERMS AND CONDITIONS PRODUCT PURCHASE AND MAINTENANCE SERVICE Customer may acquire equipment, software, andlor ?lardware products ("Products") and maintenance services ("Services``) from 'Ricoh USA, Inc. C kicoh") by exeauiing and de!iverirg to Ricoh 1his'.0rder for acceptance_ Delivery and Acceptance: Unless otnenvise.egreed upon by. both parties in writing; {a):delivery of products identified.on- his Order-,("P{oducts") to common carrier or; in the case of air arranged deij eryby a ]ocal Ricoh installairorr vehicle ,aclual::4d.very by such vehicle,#o Customer,shipping point, l shay s on.stitute delivery to.Gustomer. and (b} Gugtotner.shall br ,responsib£a for aq installation; kanspoation and rigging expenses: agrees to cotifirrn delivery of all Products wher} 1ha soma 3s; delivered. by'signing a'delivery and acceptance certiricate or written delivery aortowledgemeoi. E E Snrvlces. (a) This Order Identifies the specillc Products`lo.be serviced ("5erwced Products) Ricoh Will repair or replace,in,-accordance w,th.the terms E and conditions Ofi iWOrderand the manufacturers specifications any part of the Serii;ced Products that becomes unsorviceabte due to nonnal'usage. (other than consumable supplies). Replacerrientparts will be furnished on an exchange basis`and wilt be new, reconditioned or used. £xcept,for hail drives on Customer•ownad equipment,'a!l parts`rettoyed due to reptaeement will become the property of Ricoh. (h) The Serelces provided by Ricoh .under an Oder will not Include the following (i) repairs -resulting from.rrifsuse (i wcluding tvithou! .limitation irrrpraper voltage or the use of supplies that do not conform to the manufacturer s specifications), at the failure tb prov°de; or,the failure of; adequate electrical t owee. air-conditioningor humid_lt control; o re airs made necossa b seWde erformed b ersons..athar the Ricoh representatives; its service ' I calls or work which Cstomer requests {) p. ry y PerformedY: p vests to be, per€ormed outside df. Normal Business 4lcurs (defined below) (unless coveredunderan extended hour � service con#�act)a,1d SBrvice'calls'or work whicft Customer requests to be performed. on Ricoh Wildays (defined .below); (lv) removable cassaile, copy r cabinet;,eAttrays, :or any item not:related,to lhe.mechanlcat or:electrical ope.avomot.lhe Serviced Products; (v) consumable supplies such as papeiror : Staples, :unless expressly, provided for. in the Oider, (vi);repairs and/or service catls.,rosulb g frorn.aftachmenis not purchased 'from `AIcoh; (vii) any, softwa€e. system supportor related ccnnedivity unless specified in writing by -Ricoh [vlii) parts ifflonger.available from We applicable mapufacturer {ix) etectflca vlor�-e4d0al to the Sarviced Products inciuddng problems resulting from;overfoaded-or improper eFrcu:ls; {x) lnsta$fatson=aide rnsialfation andlor moVomertt of the. 5.erviced Preducis trom1o'ne:1oca1i0'to another unless spacifl6d irr wti11.9 by Ricoh; and. (xl) repairs Of damage or increase lit se.rvice:t3l6 caused by force majeure events Dae,to=Service P gma roducts or parts arising From causes beyond the control of. Ricoh aiie not ooVered by p, this prdar.. Ricoh may terminate its Service ohligatians under this Order for Serviced Ptbducis that have been modified danmged, allonad or serviced by personniskbtherihan those:emobyed by Ricoh:` , Service Ca1ls:.Service calls will be.aiade during 900am—:'5.00pm loco! service time, Monday through Friday( -Normal Business, Hours") al the installation -address shown this Order.: Service -does not Include coverage on Ricoh holidays, whiph rictude_New Years Day Memorial Day Ath of July, . Labor Day., Thanks ivin , the day after Tank ]via and Christmas Da cotiecbv l y g g y sg,, g y ( e y "fi cah Holidays"). Travel and labor-tbeforthe service calls after Nsvnial,tusiness:Hours, on weekends and an Rfcoh,Hoildays, If'and When available aria on`y ki itie:anent and to ilia.:extent-lhatRicait agrees to provid8 such non=standard coverage, will be cdtarged al`ovetitme;rales in effect at the time ttr'e:servtce call:is made, Customer ts'responsible.fdr discorineeling, I repairiitg.and re•oo;inecting unautharired attaclirrients or components, € Service Charges,: . '(a) -Service charges ("Service Charges") w0i be'set forih.on.this'0rder and wf?i be payable -by the Customer in advance Service Charges -will not include= any charges for -repairs or Service that are otttePM' sa covered by the applicable manufaicturer'sfimitecf warranty during lfie period covered by arty such warranty; to the.exlen( coh:hat agreed with such manufacturer not to charge acustomer for arty such ctiarges Addttionally,Service necessitated as a result of inadequate key. operator L, vo)vemant, operator caused damage, lasts<of recafnmended ServicB; or use-ofiriadaquate er micompatibli? supplies j may resulE to Setvlce being rendered on a bnke=and matenal basis .In addition to ha. S$rwce Charges. Customer;acknowtedges and -agrees •lliat (i) 3 :alterations, attadiinentS Specification changes 'or use �by..CUSIofner:of-,glib-stiRda'rd,sil'(ipuw ilia{ cause:exces$We-Service ea'IS mayre.,quiro awrncrea96 In Servica Char1.ges; (ii?the Uansfer of the Serviced Aroducls from lire location lndreaed. on thls.Ordor may result in an increase of -Service Charges or the terminationo the ;Order; and.(i 1) the'To' net Fnclifeve Prograr�]{ :app ocable} ls. based vn;-manufacturer supp €consumption cates..Detver}+ of supplies wilt not exceed agreed;upon "age. ConsuFnption of cowered'suppiy:_producls varying sigrdfcantEy<from expected usage may result:#n additional charges for su lies `Customer agrees to a when duo attaaxes where a liable' related to the _Order excluding faxes on,tha 14ticome of Rreoh Customer shalt pp � _ g pay _ f?p be responsible forany costs-.related-tofreight (Includlag:fual surchargasr.which may be i0p6s6d From -lithe to Gme) postagaim(ritater pen taIS) andlor adm n`sfrative and,processing#ees' and t6be extent�Ricoli pays such casts Cusloner shakiimmedfatety reimburse E�Icn� b Serv[ce Chap es are .bas,ed do sta xf i images Kitson .reserves -the n ht to assets irnageS charges ;for ncn standard images, g i icludin 1xf7 tote es. Customer acknowled es that pricing`ls based on the prevail rig rates at the trnie=of the s 4ntract ilnless othewise expressly i' {. 9 n ar g.. 9 9 reed to.sn wriUng : K the _term of ihfs-0rder t Xceeds ivueive 12 rrionlhs tfo Ser;+ice ar os. and.ony_ rate expressly staled ut ihisrOrder n ay be ,. 9 a9 ( . irti,reased,b Rlcnh>>i to ierj a serif lQh .a rivatlyfnr arch year 6e rid the°tnitialtweelo, i2 month eriod and Custo'r-,er eitpressty.cnnsentstasuoh, Al ustment.without aasiltronaf notice. Term.-Th�&. Oxdershall become efiectiye on the eF egtive dare of dta^.Order and -shall conllnue far.ttie terra identified in:thrs Order At the exp atloniof the ` ritfiel term or any'cttended term of this Order tint;il aviarriafically suhlect to app4cable;iaw anrJ s4ithout further acUonrequirecl=by eilherpariy, rerr%w for at7 addEtrorzaf twelve (12) morltir period, provided lliat Cusfotrer is noi'the-Ysn:default The; cantroe#ed ratz Will be adjusted Eo Rii Qh s lheri prBvailing,rate5 to be reflected rn 'anaulomalir increaso as ofihezeneWal,date, and Gustamer-expressly:,+,00nsenis`,tn such adjustmenfydlhout aaditional.noEice ,Early Termination �Customei may terminate the `Senrrces'pravided :under this Order prior to its inatudiy so tong as Gustamer rs not triers �, default and _provides, Ricoh at feast thirty°(3fl) lays prior vrriti8n nonce: t`or an Order having an initial tern gt at teas! th<rty,s(3F) mGrtihS GtlSfQ7rieP Shall pay E4 . Ricoh as tigurdated iiatnages and nok:as a pane{ty ilia following early terrnirtiaiicin foe,( Termination- Fee ;(l) rf the-teYrtiination`occurs to months one "(i ) t►srqugbfvielye ( 2) o€the te'ri iof such Orda, an-pmmaunt equattoiWeive,(127ti nes the:'Monthly Service barge. (as defined tie°ow) paya6;a undar.such, Order p } if the terrrine>ton orxirrs in months #hirteert {13), Ihmugh k�venty fsrur,(2d) an, amourtt,eQiaal to nipe (S) >treies the Msxiithly Service Chargeand tf the. trtrcrna3�oq.nCCOts .a€tiy t me,afte�t#te ivve my foyrth {2�,1h)fnonih aq:amounteaual to theaesar,ofsus (Q) i{fries lh+rlani'nly, Sgroica Charge or „O ; - #tfe-rli?m> "of rriorith:sxerrialrit�i2 urider the then eurrentterrii ofsueh Drde 2 For ao(3rder havingan initial term otlessilranliilriq-six.(36}ritorths,°the RICOHi Termination Fee shall be equal to the lesser of six (6) times the base Monthly Service Charge or number of months rema€ning usider the Initial term of such Service Order. For the purposes herein, the 'Monthly Service Charge' sha=.i equal (I) the base monthly Service Charge set forth in His Order, or (li) in the event this girder does not contain abase monthly Service Charge, the average monthly Order charges for the s3K (6) month period prior to the date i of Customer's termination. If such termloation slate occurs less than' six (6) months after the effective date of the Order, the Mont hlyService ChEirge will ) be'equal to the average monthly Order charges for:the number of manihs the Order was In effect. Payment: Risk of Loss: Taxes- Payment;terms are net ten.(10) days. Customer agrees to pay Rlcoh a late charge of one:and.one-half percent{1-5%) per mont't on any ui pa€d amaunts or 0o maximum allowed bylaw, whichever is less and'in addition shall pay Ricoh aJ costs and axpens"es of collectlon, lot In the enforcement of Wcoh*.s rights hereunder Including; but not limited to, real onableintsrrial and external legal costs, whether or not suit At brought. All remedies hereunder or at law are cumu'ative, p;ovfded, however, that the m sale reedy of Customer for any Services not performed 16 accordance with the. Service standards set forth In this Order short be the prompt and proper re performance of such SoMees at no additional chargg: i Unlessotherwise agreed upon by both parties In writing, Customer assumes all risk of theft, toss or damage, no matter how oocasioried, to all Products i:overed by this Orderfollowing delivery by.R€soli to common carrier or; In the case o5 an arranged_ delivery by a local Ricoh instal)afan vehicle, de:tvery by such vehicle to Customer shipping poiC11.:Except. to the extent of any applicah[e and validated exemption; Cuslome agrees to pay any applicable taxes that are leAd on ar.payable as a rasult o(ihe�uie, sale, possessfan or ownership of the Products and/or Services covered hereunder, other h1an ncome taxes bf:Rush. ;lo addition, Customer $haf! be responsible for paying all sh€pping and handling charges for'toner, even: if this Order Is a toner Inclusive contract as set forth on this order, in accordance ivilh the terms slated on the invoice. Default- In addition to any other rights or remedies which either party may have under this Order or at law:orequity, either party shall have the right, to cancel the SerO66aprovided under this Order finmediately: (i) if the•ottter party fail$10 pay,anyfees.er.charges oranyother payments: required under this order when due and payable, and.such fallure continues fora period of ten (10) days after being notified in writing of such failure; at (if) If the other party fails to perforriZ d; observe any other material covenant or condition of.thls O€der, and, suchfailure or breach shaltaontinuo un-remedfadior a period of thirty {30).days after such party is notified in wilting.of such fa'Iure.or breach: or {i€;) if the other party beca-mas insclven4 dissolves, or assigns its l assets for the benefit of Its creditors or files orhas.filed against it any bankruptcy. at reorSafrf abort:proceeding. E;xcepl a"a�ezpressly permitted by this j Order, no refund:oe cted't w,tl be given for any early to7minatton of the Setv:.ces or any�en6wal thereof, If Customer defaults.in its obragations hereunder, Ricoh may, in addition to atiyothe reredies available at law or e.qu3ly, require Customer to immediately. pay to Ricoh all past due payments under all Orders, aad the early termination fee` described in the Early Term.ration Secifon above. Reconditioning. Reconditioning and. similar major overhauls of Serviced Products may be;covered by app cable rriarrufacture,- warranties, but:are not Covered by this:.Order.: If Ricoh determines that such actions may be.r ecessey as a:result =of normal: }veer and tear of materials and age factors caused by normal usage In order to keep lhe-Serv!ced Products ;n working condition,. Ricoh will submit to Customer an estimate a# the -needed repaks and the cost for such rapairs (which coats will'tie fn addition to tie Service Charges: payable under this Order), Ana€neertna.Chsnges. Engineering changes; determined applicable by Ricoh, will be'controlled'and instalted by.Racah. Engineering changes which provide additional capabilities to the Ricoh Equipment (defined below) covered herein ON be made at Customer's fequosf alRicoh`s eppl cab'e'Gme and material. rates then ineffect. ndq d (a),Itis net a condition of tfi€s Order that Cus omer:use only: Rrcnh-provided supplies If. Customer uses other tharimanufacturer-recommended suppttes, Including paper, developer, toner, and fuser oo, and. if such, supplies are defecliveor not: acceptable for use .on the. Serviced Product or cause ati'normally:frequent "set ioa calls or service probldms, then Ricoit titay, at ifs option, assess a:. surchorpe: or termirsaie the :appficabl„ Order vAh respao to such.,Sarviced Pr4duCt. ff sa tEChiiiiafed, ClrstoMer will be offered Service on,a "Pi3r Call' bans a# Ricoh s then prevailing Erma and mpte iql ,rates. (ra) if Ricoh determines that Customer has used mote supplies fhan the manu;aoturers recommended speciIrications as provided by Ricoh, dustomerw ll pay reasonable charges for those excess supplfes and/or Ricoh may refuss:Custorner ; additional supplylshipments. Customer agrees to provide Ricoh. true and accurate meter readings monlhly and in :any'reaso, able:mannenrequesled by Ricoh, whether via .telephone,=email orothervilse. If accurate meter readings are not -provided on`a Vme,y.:bas€s, Ricoh reserves the right:to estimate the ... meter readings from previous: meter readings and Customer :agrees lo'.pay Service Charges based on such esiritated meter reads. Appoprfale i adjustments wilt-be:made to subsequent"billing cycles.foaowing receipt of ashlar and accuratemeter:readings. (c) As parttof:its Services ;Ricoh may, at 1st -discretion and dependent,upbnl device. capabilities, remote melee feadsn mnmits @Re-on,dv6n This may allow for'automated meter reading nano submission, autoritaiic placement 'of [aw toner -alerts automak placement of service;calls in the event- - of a critical Product failure 6d may eruble:fi=vare up§ratles ;The metercounf and =other.;mformabotr.:coltecied,by [c }3emofe (l]afa') issenf-vya the = infeinet to remote servers some of which''May I7e totaled -: lect Remotp esffevtol user Inforruatfon.'Ricah'uses reasonabl aVilloblo., WOW t�naintai:l lire seeuri �a the t3� a Pow vex Custameuackn or document content or Y 9y ay f a h _.e: r., owiedges that no one-0all : uaran Secunt g ty.,:: y of informal€on,tnalrltained on;computers end on4he Internet kicafi retains,,fuii rights fo Mo Data (but "not Customer docuntertts ar nforma5cn) �rhiC.Fi:'it or [Is.authorized third parties may :use to;servEce the 5esviced Products. -Ricoh `may afsa use thebata for its.tiarmal b[is ass Purposes. including product;devetopment and:marketing rssearch h: owevO ':the Bala vifl mat be "provided to market researcti,aonsuttants"LIt a form "that ..pefsona!ly Identifies .the Customer. Ricoh tnay dispose of; The Data at any lime and without notice. The:,gkemotetechnology Is the �xnfidentlal and proprietary information of Rican acidic',+.its 4censors protected bycapynght, trade secretarid nther7aws and treaties Ricoh retalas lull titre ovtneishsp and ._ all intellectual properly, rights .in and to:gRemole. In the ovent Customer does not rely on automatic meter readtng davrces of equipmarit:manitarinrd x services; Ricoh reserves the`61-it to assess a aurcharge for,rrtanualmelerreads in add ona# to the Service' Charges, Customer Obtfaatfons. Customer agrees to: provide.a proper place for t,hw use of the Serviced Products, lnclu6ig:but not`. imiied to electric servfceras speclf�^d. by the man Ctistam'er wIltprovlde adegUate`fdcr /ties (at:no.chargej.for use tiyRicoh representatives in cariheetion "vyilh the Service of ilia Serviced Produefs .hereunder within a reasanabxe' distance of the Serviced Products Custom1_11er agrees1. to provide such access to its faciErties, rtelvrorks and "sys#ams as.may be reasonably net essary for Rfcah ta,perform its Services including but not:;Gmited to 860 degree service assess l01ho::, } Serviced fProducts,'Cuslomer wilt e a key operator for the Serviced Products and will make: operators available #arinstryc iait'ri use and care of the i Serviced Praducfs' lifeless otherwise aprovi greed upon by Ricoh in wntrr g or designated ln;thls Order; all supplies Tor use t6t0h$;Serviced Products;tVilt be provded o Customer and will be, available "on rte for servlc�n Customer:agrees that any sj?steitis Usilia4's eirrl!ar-supplies rn3ts#-be-covered under ' Y g_ siminar inclusive se vice programs. .. i 1 . i1i8/zo#2 Ili' `�, 1NE�,E� IIII �`. '/ersion{i 1,f Page,fk/0942194 EXHlBLT PAGE OF TERMS AND CONDITIONS FOR BASIC CONNECTIVITY if any software, system support or related connectivity Services are specifically set forth on this Order and accepted by Ricoh, Ricoh shalt provide any such Services at the Customer's location set forth in the Order, as applicable, or on a rernote basis. Customer shall ptovlde Ricoh vinh such access to. its fac4ties, netviorks and systems, as may,ba feasonabV necessary for Ricoh to perform such Services. Customer acknowledges that.Ricoh'sperformance of any such Service_ is. dependent Upon Customer's timely and effective pe formance of its, responsibilji6es as set forth In the.'Order, as applicable: un".ess connectivity Services are Specifically dentitled'in',the Order,as.part of the..Senr'ices ao be.perrormed tq Ricoh, Ricoh shall have no obligation to perform:and no,,;esponsibilily(or the.Connec€ion of any hardware or software to any Customer nehvork or systiin. Data Mane errient Tho parties acknowledge and agree that Ricoh shall have no otAigation to remove, delete, preserve, maintain or otherwise safeguard any information; images or content retained by or resident in any Serviced Products; .whetherihrough a d'gital storage cl&?ce, bard dove or. other electronic medium information'.. Management Services"). Jf.de&Ned, Customer may engage Ricoh to perform Data Management. Services al then -prevailing rates_ irustomer acknowledges that Oustomor is respo is?tea for ensunng its own compiance vrlth legal Yequiraments in connection w7tt► data retention and protection and that Ricoh does not;provide legal advice or represent that tiie`Serviced Products will guarantee compliance with such requirements. Theselectlon, useand'design of any Date ildanagement Services, and. any dewsions arising. wW1 respect to the deletion or storage'ol data, as well as the i ass o9 any data resulting the eirom, shall be the We and exclusive responsibility of Cusivmer. j3eturgrg: Damaaed Piuducts. No Products may be returned tvitirout'Ricoh's prior written con'sertt. Only consumable goods invoiced within sixty (60) 1119/2012 II, � . -.f •�f III! I Version #:1:1 Page;# 5 ... 10942/94 t EXHIBIT,,,D PAGE. f OF. (o RIC(3H "time," Puichase Orders issered by Customer for Products andlor;Services froM.Ricoh, even If tKey do,not,expressly reference. or Incorporate this Order, shall bae t abject to this Ordec.and sefvic2 only. to Identify the Products andlor Services ordered and shall not be deemed. to alter or otherwise modify the terms and conditions of this Order. The delay or failure of efther,.party, to enforce at any time any of (he provisions of this Order 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.proviMon of thls:Ojder. df any. prov}sinn of this Orden is held to be invalid or:unenforceable, this Qder.shalt be construed as though it did nof:contain th'e particular provision held to be invalld or unenforceable. Ricoh may accept or reject any order In the exercise of its discretion and may rely:"upon each order• submitted by Customer a b¢ndmg conhe1nient. No local, general or "de custom or `usage or 06urae of prior dealings betwaen`tho partles'shall be relevant to supplamenl or explain any lerm'ysed Herein_ This Order may he executed in one or more countemarts which, taken togeth°er, shall constftuta.ona and the same;arigirial document. Any notices required under tils'Ordes should be sent to;. 3920 Mwrfght Road Macon, GA 312t 4 A1ft QuWh Assurance: alet �rc q ed y GasfMW v....... ra�.._ _. w tKn C cerfQEIit�oTr�c� Authorized Signature. Authorized 5! naEure. g . ' Printed ?dame: Printed Narna: flnnnell Title: Tllle: Sr. Financial Analyst Date: . Date:. 1 119112 G� A i CITY OF RICHMOND DEPARTMENT OF SANITATION 2380 LIBERTY AVENUE•RICHMOND, IN-DIANA 47374 PHONE (765) 983-7450•FAX (765) 962-2669 TO: Ricoh, USA, Inc. FROM: Denise Johnson RE: Signature for Agreement DATE: November 15, 2012 SALLY HUTTON Mayor WILLIAM HARRIS Director 1 Enclosed for your further handling, please find two (2) originals of the contract between your company and the City of Richmond, Indiana. Please sign and return one (1) copy to my attention at the letterhead address, the other original is for your records. If you have any questions, please feel free to contact me at 765-983-7450. Thank you.