HomeMy Public PortalAbout2018.07.26 Ricoh Copier Contract Public WorksRICOH
U.S. COMMUNITIES
EQUIPMENT SALE AND MAINTENANCE AGREEMENT
(EQUIPMENT SALES, BREAK -FIX SERVICES)
CUSTOMERINFORMATION
Legal Name
CITY OFMCCALL
Bill To Address
216EPARK Sr
City
MCCALL
I State
ID
I Zip Code
I83638-3832
This Equipment Sale and Maintenance Agreement ("Maintenance Agreement") sets forth the
terms pursuant to which Customer may acquire equipment, software, and/or hardware products and
maintenance services identified on an Order (defined below) from Ricoh USA, Inc. ("Ricoh"). This
Maintenance Agreement is executed pursuant to the contract by and between Ricoh USA, Inc.
(successor -in -interest to Ricoh Americas Corporation) and Fairfax County (the "County") on behalf of
the U.S. Communities Government Purchasing Alliance and all public agencies, non -profits and higher
education entities ("Participating Public Agencies"), having a Contract ID number of 4400003732 and the
contract period is from February 11, 2013 to June 30, 2019, with the option to renew for no more than
three (3) years (the "Contract Period"), one year at a time, or any combination thereof (the "Contract").
Notwithstanding the foregoing, any Maintenance Agreement and Order entered into during the Contract
Period shall continue in full force and effect for the entire tern set forth in the Order. To the extent
that Customer purchases or leases Equipment from Ricoh under the Contract and also desires for
Ricoh to provide maintenance services for such Equipment under the order (the "Order"), then the
terms and conditions of this Maintenance Agreement shall apply. This Maintenance Agreement
shall consist of the terms and conditions of the Contract and this Maintenance Agreement. As it
pertains to this Maintenance Agreement, the order of precedence of the component parts of the
Maintenance Agreement shall be as follows: (a) the terms and conditions of this Maintenance
Agreement and (b) the terms and conditions of the Contract. Theforegoing order of precedence
shall govern the interpretation of this Maintenance Agreement in cases of conflict or inconsistency
therein.
1. MAINTENANCE SERVICES COVERAGE. Ricoh shall provide to Customer maintenance
services under an Order, during Ricoh business hours, 8:00am to 5:00pm Monday through Friday
excluding holidays ((i) New Year's Day; (ii) Memorial Day; (iii) 4th of July; '(iv) Labor Day; (v)
Thanksgiving; (vi) Day after Thanksgiving; and (vii) Christmas Day) ("Normal Business Hours"), as
follows (collectively, the "Maintenance Services"):
(a) During the term of the Order, Ricoh will provide the Maintenance Services necessary to keep the
covered Equipment in, or restore the covered Equipment to, good working order. Maintenance Services
will include lubrication, cleaning, adjustments and replacement of maintenance parts deemed necessary
by Ricoh due to normal usage (other than consumable parts). In the event the Equipment becomes
unserviceable as a result of normal usage, replacement parts will be furnished and installed on an
exchange basis and will be new OEM; provided, however, if such OEM part is not available and in order
to restore the functionality of the Equipment, Ricoh shall be permitted to use a reconditioned or used part
until such time as the new OEM part becomes available and is installed in the Equipment. All parts
removed due to replacement will become the property of Ricoh. The provision of Maintenance Services
does not assure uninterrupted operation of the covered Equipment.
(b) If available, Maintenance Services requested and performed outside Normal Business Hours will
be charged to Customer at applicable time and material rates set forth in the Contract.
(c) The Maintenance Services provided by Ricoh will not include the following: (i) Repairs resulting
from misuse (including without limitation to improper voltage or the use of supplies that do not conform
to Ricoh's 'specifications); (ii) Repairs made necessary by service performed by persons other than
authorized Ricoh representatives; (iii) Replacement of consumable parts which are consumed in normal
Equipment operation, unless specifically included in the Order; (iv) Removable cassette, copy cabinet,
exit trays, or any item not related to the mechanical or electrical operation of the Equipment: (v) Unless
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otherwise agreed, consumable supplies such as toner, developer, paper or supplies that are consumed in
the normal operation of the Equipment; (vi) Repairs and/or service calls resulting from attachments or
accessories not acquired from Ricoh; (vii) Any Software, system support or related connectivity unless
otherwise agreed in the Order; (viii) Electrical work external to the Equipment,
including problems resulting from overloaded or improper circuits; (ix) Charges for installation of the
Equipment or de -installation and/or movement of the Equipment from one location to another; or (x)
Repair of damage or increase in service time caused by: accident, disaster (which shall include but not be
limited to fire, flood, water, wind and lightning), transportation, neglect, power transients, abuse or
misuse, failure of the Customer to follow Ricoh's published operating instructions, and unauthorized
modifications or repair of Equipment by persons other than authorized representatives of Ricoh.
(d) In the absence of a separate maintenance agreement for any software, if Ricoh is engaged to
provide software support under an Order, during Normal Business Hours, Ricoh will provide advice by
telephone, email or via the Ricoh or developer's website following receipt of a request from Customer to.
diagnose faults in the software and advice to rectify such faults. Such support may be provided remotely.
(e) Damage to the Equipment or its parts arising out of, or other causes beyond, the control of Ricoh
are not covered by an Order and may subject Customer to a surcharge or to' cancellation of the
Maintenance Services by Ricoh. In addition, Ricoh may terminate an Order if the Equipment is modified,
damaged, altered or serviced by personnel other than those employed by Ricoh or are authorized by Ricoh
to provide service and maintenance for the Equipment.
(f) Service necessitated as a result of inadequate key operator involvement, operator caused damage,
lack of recommended service, or use of inadequate or incompatible supplies may result in service being
rendered on a time -and -material basis in addition to the Maintenance Charges (as defined in Section 5).
2. MAINTENANCE SERVICE CALLS. Maintenance service calls under an Order will be made
during Normal Business Hours at the installation address shown on the Order. Travel and labor -tune for
the service calls after Normal Business Hours, on weekends and on holidays, if and when available, will
be charged at overtime rates in effect at the time the service call is made. Ricoh representatives will not
handle, disconnect or repair unauthorized attachments or components. Customer is responsible for
disconnecting and re -connecting unauthorized attachments or components. Customer hereby indemnifies
and holds Ricoh and its employees and representatives harmless for claims for damages to any
unauthorized parts, components or accessories resulting from service performed on Equipment covered
by an Order.
3. RECONDITIONING. Rebuilding, reconditioning or major overhauls necessitated by usage not in
accordance with manufacturer's published specifications, which shall be provided upon Customer's
request, are not covered by an Order. In addition, if Ricoh determines that a reconditioning is necessary as
a result of normal wear and tear of materials and age factors caused by normal usage in order to keep the
Equipment in working condition, Ricoh will submit to Customer an estimate of the needed repairs and the
cost for such repairs (which costs will be in addition to the charges payable under this Maintenance
Agreement). If the Customer does not authorize such reconditioning, Ricoh may, at its option: (a)
discontinue service of the Equipment under an Order and refund any unused portion of the Maintenance
Charges, or (b) refuse to renew an Order upon its expiration. After any such termination, Ricoh will make
service available on a "Time and Material Rate" basis at Ricoh's then prevailingrates at the time of
service.
4. TERM. Each Order shall become effective on the delivery and Customer acceptance of the
Equipment and/or solution and shall continue for the term specified therein (the "Initial Term") so long as
no ongoing default exists on Customer's part. At the expiration of the Initial Term or any renewal term,
unless Customer provides written notice of its intention not to renew within thirty (30) days of the
expiration of the Initial Term or any .renewal term, the Order shall automatically renew on a month -to -
month basis. In addition to any other rights or remedies which either party may have under this
Maintenance Agreement or at law or equity, either party shall have the right to cancel the Services
provided. under this Maintenance Agreement immediately: (i) if the other party fails to pay any fees or
charges or any other payments required under this Maintenance Agreement when due and payable, and
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such failure continues for a period of thirty (30) days after being notified in writing of such failure; or
(ii) if the other party fails to perform or observe any other material covenant or condition of this
Maintenance Agreement, and such failure or breach shall continue un-remedied for a period of thirty (30)
days after such party is notified in writing of such failure or breach.
5. MAINTENANCE CHARGES.
(a) Maintenance service charges ("Maintenance Charges") will be payable by the Customer in
accordance with the terms set forth in the Order.
(b) Customer acknowledges and agrees that: (i) the transfer of the Equipment from the location
indicated on the face hereof may result in an increase of Maintenance Charges or the termination of an
Order; (ii) if an Order includes toner, toner usage is based on manufacturer supply consumption rates.
Ricoh will determine and deliver supplies in accordance with agreed upon usage. Consumption of
covered supply products varying significantly from expected usage may result in additional charges for
supplies, or as otherwise agreed to by the parties. Maintenance Charges are based on standard 8.5x11
images. Ricoh reserves the right to assess additional images charges for non-standard images, including
11x17 images.
6. USE OF RICOH RECOMMENDED SUPPLIES. Ricoh products are designed to give excellent
performance with Ricoh recommended supplies, including paper, developer, toner, and fuser oil. If the
Customer uses other than Ricoh recommended supplies, and if such supplies are defective or not
acceptable for use with the Equipment and cause abnormally frequent service calls or service problems,
then Ricoh may, at its option, assess a surcharge or terminate an Order. If so terminated, Customer will be
offered service on a time and materials basis at Ricoh's then prevailing rates. It is not a condition of an
Order that the Customer use only Ricoh brand supplies.
7. METER READINGS. As part of its Services, Ricoh may, at its discretion and dependent upon
device capabilities, provide remote meter reading and equipment monitoring services using its @Remote
solution. If @Remote is not selected by the Customer, Customer shall be responsible and agrees to
provide Ricoh true and accurate meter readings monthly and in any reasonable manner requested by
Ricoh. If accurate meter readings are not provided, Ricoh reserves the right to estimate the meter readings
from previous meter readings.
8. CUSTOMER OBLIGATIONS. Customer agrees to provide a proper place for the use of the
Equipment, including electric service as specified by the manufacturer. Customer will provide adequate
facilities (at no charge) for use by Ricoh representatives in connection with the maintenance of the
Equipment hereunder within a reasonable distance of the Equipment. Customer agrees to provide "360
degree" service access to the Equipment, subject to Customer's usual security procedures. Customer will
provide a key operator for the Equipment and will make operators available for instruction in use and care
of the Equipment. All supplies for use with the Equipment will be provided by the Customer and will
meet manufacturer specifications. It is the responsibility of the Customer to have the supplies available
"on site for servicing. Customer agrees that any systems utilizing similar supplies must be covered under
similar inclusive maintenance programs. If any software, system support or related connectivity services
are included as part of the Order as determined by Ricoh, Ricoh shall provide any such services at
Customer's location set forth in the Order as applicable, or on a remote basis. Customer shall provide
Ricoh with such access to Customer's facilities, networks and systems as may be reasonably necessary for
Ricoh to perform such services.
9. WARRANTY DISCLAIMER. OTHER THAN THE OBLIGATIONS SET FORTH EXPRESSLY
IN THIS MAINTENANCE AGREEMENT, RICOH DISCLAIMS ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
USE, OR FITNESS FOR A PARTICULAR PURPOSE. RICOH SHALL NOT BE RESPONSIBLE FOR
ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT
LIMITED TO, DAMAGES ARISING OUT OF THE USE OR PERFORMANCE OF THE EQUIPMENT
OR THE LOSS OF USE OF THE EQUIPMENT. RICOH'S TOTAL AGGREGATE LIABILITY TO
CUSTOMER UNDER THE MAINTENANCE AGREEMENT, IF ANY, SHALL IN NO EVENT
EXCEED THE TOTAL OF THE FEES PAID TO RICOH IN CONNECTION WITH THE
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MAINTENANCE SERVICES.
10. SERVICE LEVELS.
(a) Response Time. Ricoh will provide a one hour (1) phone response to service calls measured from
receipt of the Customer's call. Ricoh service technicians will meet a four (4) business hour response time
for all Customer service calls located within a major metropolitan area and eight (8) hour average
response time for all Customer service calls located fifty (50) miles or greater from a Ricoh service
center. Response time is measured in aggregate for all Equipment covered by the Order.
(b) Uptime. Ricoh will service the Equipment provided under an Order to be operational with a
quarterly uptime average of 95% (based on manufacturer's performance standards and an 8-hour day,
during Normal Business Hours), excluding preventative and interim maintenance time. Downtime will
begin at the time Customer places a service call to Ricoh. Customer agrees to make the Equipment
available to Ricoh for scheduled preventative and interim maintenance. Customer further agrees to give
Ricoh advance notice of any critical and specific uptime needs Customer may have so that Ricoh can
schedule with Customer interim and preventative maintenance in advance of such needs.
(c) Replacement of Equipment. Should a unit of Equipment or an accessory not be able to be
maintained in conformance with manufacturer's specifications, Ricoh shall, at its own expense, replace
such Equipment with another unit of the same product designation as that Equipment and Ricoh shall bear
all installation, transportation, removal and rigging charges in connection with the installation of such
replacement unit; provided, however that (a) the replacement unit may be a reconditioned or otherwise
used unit rather than a new unit; and (b) if a replacement unit of the same product designation as the unit
of Equipment it replaces is not available, the replacement unit may be a product of substantially similar or
greater capabilities.
11. DATA MANAGEMENT SERVICES. The parties acknowledge and agree that Ricoh shall have no
obligation to remove, delete, preserve, maintain or otherwise safeguard any information, images or
content retained by or resident in any Equipment serviced and maintained by Ricoh, whether through a
digital storage device, hard drive or other electronic medium ("Data Management Services"). If desired,
Customer may engage Ricoh to perform Data Management Services at then -prevailing Contract rates.
Customer acknowledges that Customer is responsible for ensuring its own compliance with legal
requirements in connection with data retention and protection and that Ricoh does not provide legal
advice or represent that the Equipment and Services will guarantee compliance with such requirements.
The selection, use and design of any Data Management Services, and any decisions arising with respect to
the deletion or storage of data, as well as the loss of any data resulting therefrom, shall be the sole and
exclusive responsibility of Customer. If desired, Customer may engage Ricoh to perform the following
Data Management Services, and the parties shall enter into a written work order setting the details of any
such engagement:
• Hard Drive Surrender Service. Under this option, a Ricoh service technician can remove the hard
drive from the applicable equipment (set forth on a work order) and provide Customer with custody of
the hard drive before the equipment is removed from the Customer's location, moved to another
department or any other disposition of the equipment. The cost for the Hard Drive Surrender Services
shall be as set forth in the Contract.
• DataOverwriteSecurity System (DOSS). DOSS is a Ricoh product designed to overwrite the sector of
the hard drive used for data processing to prevent recovery. Additionally, DOSS also offers the option
of overwriting the entire hard drive up to nine (9) times.
12. PURCHASES OF EQUIPMENT FOR CASH. In the event that Customer desires to purchase
equipment or products from Ricoh from time to time, it may do so by issuing a Purchase Order/Sales
Order to Ricoh for that purpose. In connection with any equipment purchase from Ricoh, Ricoh shall
transfer to Customer any equipment warranties made by the equipment manufacturer, to the extent
transferable and without recourse. Customer agrees to confirm delivery and acceptance of all equipment
purchased under this Agreement within ten (10) business days after any equipment is delivered and
installed (if installation has been agreed to by the parties) by signing a delivery and acceptance certificate
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(in a form to be provided by Ricoh) or written delivery acknowledgement. Ricoh reserves the right to
make equipment deliveries in installments. All claims for damaged equipment shall be deemed waived
unless made in writing, delivered to Ricoh within ten (10) business days after delivery of equipment to
Customer; provided, however, Ricoh shall not be responsible for damage to equipment caused by the
Customer, its employees, agents or contractors. Ricoh warrants to Customer that at the time of delivery
and for a period of ninety (90) days thereafter the Ricoh -manufactured equipment will be free from any
defects in material and workmanship; provided, however, the foregoing warranty shall not apply in the
event (i) the Ricoh -manufactured equipment is installed, wired, modified, altered, moved or serviced by
anyone other than Ricoh, (ii) the Ricoh -manufactured equipment is installed, stored and utilized and/or
maintained in a manner not consistent with Ricoh specifications, (iii) a defective or improper non -Ricoh
accessory or supply or part is attached to or used in the Ricoh -manufactured equipment. Except to the
extent of any applicable and validated exemption, Customer agrees to pay any applicable taxes that are
levied on or payable as a result of the use, sale, possession or ownership of the equipment purchased
hereunder, other than income taxes of Ricoh.
13. MISCELLANEOUS. This Maintenance Agreement shall be governed by the laws of the State
where the Customer's principal place of business or residence is located both as to interpretation and
performance, without regard to its choice of law requirements. This Maintenance Agreement may be
executed in two or more counterparts, each of which shall be deemed to be an original. In order to
expedite the ordering and delivery process, and for the convenience of the Customer, this Maintenance
Agreement establishes the terms and conditions between the parties governing all services. Any
documents issued by Customer to procure services at any time for any reason, even if they do not
expressly reference or incorporate this Maintenance Agreement, will not modify or affect this
Maintenance Agreement notwithstanding the inclusion of any additional or different terms or conditions
in any such ordering document and shall serve only the purpose of identifying the services ordered and
shall be subject to the terms and conditions of this Maintenance Agreement.
IN WITNESS WHEREOF, the parties have executed this Maintenance Agreement as of the date first
written above.
CUSTOMR ^ RICOH USA, INC.
By: �1- i� I �/ � By:
Name: //�\/; / li P _ l . 1�, nn r►�1 Name:
Title: Title:
Date: Date:
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(in a form to,be provided by Ricoh) or written delivery acknowledgement. Ricoh reserves the right to
malce equipment deliveries, in Installments. Alt claims for damaged equipment shall be deemed waived
unless made in writing, delivered to Ricoh within ten (10) business days after delivery of equipment to
Customer; provided, however, Ricoh shall not be responsible for damage to equipment caused by the
Customer, its employees, agents or contractors. Ricoh warrants to Customer that at the time of delivery
and for a period of ninety (90) days thereafter the Ricoh -manufactured equipment will be free from any
defects in material and workmanship; provided, however, the foregoing warranty shall not apply in the
event (I) the Ricoh -manufactured equipment is Installed, wired, modified, altered, moved or serviced by
anyone other than Ricoh, (ID the Ricoh-mandactured equipment is installed, stored and utilized and/or
maintained in a manner not consistent with Ricoh specifications, (ill) a defective or improper non -.Ricoh
accessory or supply or part is attached to or used in the Ricoh -manufactured equipment. Except to the
extent of any applicable and validated exemption, Customer agrees to pay any applicable taxes that are
levied on or payable as a result of the use, sale, possession or ownership of the equipment purchased
hereunder, other than income taxes of Ricoh:
13, MISCELLANEOUS. This Maintenance Agreement shall be governed by, the laws of the State
where the Customer's principal place of business or residence is located both as to interpretation and
performance, without regard to its choice of law requirements. This Maintenance Agreement may be
executed In two or more counterparts; each of which shall be deemed to be an original. In order to
expedite the ordering and delivery process, and for the convenience of the Customer, this Maintenance
Agreement establishes the terms and conditions between the parties governing ail services. Any
documents issued by Customer to procure services at any time for any reason, even if they do not
eicpressly reference or incorporate this Maintenance Agreement, will not modify or affect this
Maintenance Agreement notwithstanding the inclusion of any additional or different terms or conditions
in any such ordering document and shall serve only the purpose of identifying the services ordered and
shall be subject to the term and conditions of this Maintenance Agreement.
IN WITNESS WHEREOF, the parties have executed this Maintenance Agreement as of the date first
written above.
CUST R RICOH iA, INC.
By; /�^ By:
Name: Name:
Title: Title: R/E. i big Ft M (7L._.
Date: �� / j f j • Date:
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