HomeMy Public PortalAbout037-2015 - IT - Ricoh USA - Maintenance of PrintersAGREEMENT
THIS AGREEMENT made and entered into this Z*day of /^ , 2015, and referred to as
Contract No. 37-2015 by and between the City of Richmond, Indiana, a municipal corporation acting by
and through its Board of Public Works and Safety (hereinafter referred to as the "City") and RICOH
USA, INC., 6680 Poe Avenue, Suite 100, Dayton, Ohio, 45414 (hereinafter referred to as the
"Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide "Silver Service" maintenance coverage for the RICOH copier
located at the Richmond Street Department (the "Project").
City requested a quote from Contractor as a sole -source provider and Contractor's quote is attached
hereto as "Exhibit A", which Exhibit consists of five (5) 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.
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 the proper
completion of all services. Contractor shall exercise the same degree of care, skill and diligence in the
performance of its services as is ordinarily possessed and exercised by a member of the same profession,
currently practicing, under similar circumstances. No other warranty, express or implied, is included in
this Agreement or in any drawing, specification, report, opinion or other instrument of service, in any
form or media, produced in connection with the services.
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 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 its services.
SECTION III. COMPENSATION
City shall pay Contractor the quoted base amount of Ninety-six Dollars and Zero Cents ($96.00) per
month as described on Contractor's quote for the satisfactory performance of this Agreement.
Contract No. 37-2015
Page l of 5
SECTION IV. TERM OF AGREEMENT
This Agreement shall become effective when signed by all parties and shall continue in effect until April
30, 2016.
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, 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.
Coveraze
A. Worker's Compensation &
Disability Requirements
B. Employer's Liability
C. Comprehensive General Liability
Section 1. Bodily Injury
Page 2 of 5
Limits
Statutory
$100,000
$1,000,000 each occurrence
$2,000,000 aggregate
Section 2. Property Damage
D. Comprehensive Auto Liability
Section 1. Bodily Injury
Section 2. Property Damage
$1,000,000 each occurrence
$1,000,000 each person
$1,000,000 each occurrence
$1,000,000 each occurrence
E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$2,000,000 each aggregate
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall, before
commencing performance under this Agreement, provide the City a certificate of insurance, or a
certificate from the industrial board showing that the Contractor has complied with Indiana Code 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;
That Contractor, any sub -contractor, or any person action on behalf of Contractor or any
sub -contractor shall in no manner discriminate against or intimidate any employee hired
for the performance of work under this Agreement on account of race, religion, color,
sex, national origin or ancestry;
That there may be deducted from the amount payable to Contractor by the City under this
Agreement, a penalty of five dollars ($5.00) for each person for each calendar day during
which such person was discriminated against or intimidated in violation of the provisions
of the Agreement; and
Page 3 of 5
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 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.
Page 4 of 5
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.
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
Public Works and Safety
By: &�By:_
Vicki Robinson, President
By: Printed:
Richard Foore, Member
am
Anthony L. Foster, II, Member
Title:
APPROVED: Date:
Sarah L. Hutton, Mayor
Date: 5
Page 5 of 5
"CONTRACTOR"
RICOH USA, INC.
6680 Poe Avenue, Suite 100
Dayton, OH 45414
IEXHIB T K PAGE V_0F_S r
' CO H ORDER AGREEMENT
Sale Type: S•rvke Only
ORDER AGREEMENT CONSISTS OF THIS PAGE AND THE TERMS AND CONDITIONS ATTACHED
BILL TO INFORMATION
Customer Legal Name:
CITY OF RICHMOND
Address Line 1:
50 N 5TH ST
Contact
Address Una 2:
DEPT OF FINANCE AND PURCHASING
Phone:
City:
RICHMOND
E-mail:
ST / Zip. I IN 47374 County:
Fax:
BILLING INFORMATION
Check Ail That Apply:
❑ PO Included PO # ❑ PS Service (Subject to and governed by additional Terris and Conditions)
❑ Saks Tax Brempt (Attach Valid Exemption Certificate) ❑ IT Services (Subject to and governed by additional Terms and Conditions)
❑ Sys Q Fixed Service Charge ❑ Add To Existing Service Contract #
SERVICE INFORMATION
Service Term (Months)
Base Billing Frequency
Overage Billing Frequency
12
OTHER
OTHER
Service Type
Guaranteed Group Total Allowance
(PW aa.. RWIV F+ q,-1)
Group Overages
Service Sao*
(per — e�w Fm^�Y)
SILVER
BAN 16000
Black Whoa
0.006000
T$_96.00
Color IColor
SHIP TO INFORMATION
Customer Name:
Address Lire 1:
700 RICHMOND AVE
Contact:
Address Una 2:
STREET DEPT
Phone:
Icily:
RICHMOND
E-mail;
sT►Zlp: IN 47374 county:
Fax:
PRODUCT INFORMATION
Product Description
LIST ONLY MAINFRAMES
CITY
service LevelB!W
Allowance
(Pw aeas BtiGna
FmQue w
Ovg
or
Allowaance
(Parasts airing
Frequ�nq)
Color
Ovg
Service
Base
(PWR...
�a4
F2penry
Sell Price
Extended
Sell Price
SEE ASSET LIST B
SHIP TO INFORMATION
Customer Name:
Address Lie 1:
Contact:
Address Una 2:
Phone:
Cky:
E-mail:
ST I Zip: Counly: Fax:
EXHtt3tt PAGE
PRODUCT INFORMATION
Product Description
LIST ONLY MAINFRAMES
CITY
Service Level
BM
Allowance
(PM one O
cr/
Bryy Ov9
Color
Allowance
(Pa Bats
FKy)
Color
Ovg
Service
Base
PWB.a
Bov
Sell Price
SsII Pricer+.a+
SHIP TO INFORMATION
Customer Name:
Address Una t:
Contact:
Address Line 2:
Phone:
City:
E-mall;
ST t Zip: County:
Fax:
PRODUCT INFORMATION
Product Description
LIST ONLY MAINFRAMES
CITY
Service Level
BIW
Allowance
(Puaue WhV
�gw�Yl
BIVII fhrg
Color
Allowance
(Pu Bew BOV
Fie9us�cYJ
Color
OVo
Service
Base
(P� Bew
BtlfV
Fmquwy)
Sell Price
Extended
Sell Price
ORDER TOTALS
Servhe Type OtferftW.
Product Total:
Gold: Includes all supplies and staples. Excludes paper.
BASIC CONNECTIVITY / PS i IT Services
Sihror: Includes d supplies. Excludes paper and staples.
BuyOut After Promotions:
Bronze: Paris and labor only. Excludes paper, staples and supplies.
Total: (Excludes Tax) :
Additional Provisions:Grand
REWRITE OF CONTRACT 2262928 EFFECTIVE 3116115 - ANNUAL BILLING FOR BASE AND O VERA GES
may acquire maUgenence services ("Services') for equipmerk, software arwllor hardware products from Ricoh USA, Mc. ('Rkxth") by executing and doWering to Ricoh Nis Order
oalimrary and Acceptance. Unless otienwise agreed upon by both parties in wr V. (a) delivery of products Identified on Ws Order ("Products) to common carrier or. in the ease of an arranged
aeflhrery by a local Ricoh installation veMde. actual delivery by such vehicle to Customer shipping pobt, shall constitute delivery to Customer, and (b) Customer shag be resp nsit: for an
Instelleft. hanaporlsdon and rigging expenses. Customer agrees to confirm delivery of all Products when the same is delivered by signing a delivery and acceptance certificate or written delivery
Services (a) This Order Identifies the specific Products to be serviced CServlced Products'). Ricoh will repair or replace in accordance with the terms and conditions of this Order and the
mBMdbetuW$ specifications any part of the Serviced Products that becomes unserviceable due to normal usage (other #ran consumable supplies). Replacement parts will be kmished on an
exchange basis and will be new, reconditioned or used. Except for hard drives on Customer -owned equipment, off parts removed due to replacement will become the properly of Rkoh.
(b) The Services provided by Ricoh under an Order will not Include the following: (1) repairs resulting from misuse (including without Iimttallon Irtnproper voltage or the use of supplies that do not
ootYortn to the manufacturers specifications). or the faikxe to provide, or the failure of, adequate electrical power, air conditioning or humidity control; (it) repairs made necessary by service
performed by persons other than Ricoh representatives; (ill) service calls or work which Customer requests to be performed outside of Normal Business Hours (defied below) (unless covered
wider an extended hour service contract) and Service calls or work which Customer requests to be performed on Ricoh Holidays (defined below); (iv) removable cassette, copy cabins(. exit trays.
or any item not related to the mechanical or electrical operation of the Serviced Products; (v) consumable supplies such as paper or staples, unless expressly provided for In the Order, (vi) repairs
andfa service calls resuittrg from attachments not purchased from Ricoh; (vil) any software, system support or related connectivity unless specified In writing by Ricoh; (vile parts no longer
oval able from the applicable manufacturer; (ix) electrical work external to the Serviced Products, Including problems resulting from overloaded or improper circuits; (x) installation or de-Imlallallon
anNar rcvenxnt of the Serviced Products from one location to another unless specified In writing by Ricoh; and ()d) repairs of damage or Increase In service time caused by force majeure events.
Damage to Service Products or parts wising from causes beyond the control of Ricoh are not covered by this Order. Ricoh may terminate Its Service obligations under this Order for Serviced
Products that have been modified, damaged, altered or serviced by personnel other than those employed by Ricoh.
Service Se k. Service calls will be made during 9:00am — 5:00pm local service time, Monday through Friday ("Normal Business Hours') at the installation address shwa this Order. Service does
not I elude coverage on Ricoh holidays, which Inckrde New Year's Day, Memorial Day, 4th 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, N and when available and only In the event and to the extent that Ricoh
agrees to provide such non-slandard coverage, will be charged at overtime rates In effect at the time the service call Is made. Customer is responsible for disconnecting, repairing and re-
connecting umaudhori ted attachments or components.
Service Charles. (a) Service charges ('SaMce Charges') will be set forth on this Oyler and will be payable by the Customer in advance. Service Charges will not include any charges for repairs
or Swvk a that are otherwise covered by the applicable manufacturers 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. Additionally, 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 Service Charges. Customer acknowledges and agrees that: (q
afteratlohs, aftechme ts, specification changes, or use by Customer of sub -standard supplies that cause excessive service calls may require an increase In Service Charges; (In the transfer of the
Serviced Products from the location Indicated on this Order may result in an increase of Service Charges or the termination of the Order, and pin the Toner Inclusive Program (if applicable) is
baled on manufachner supply consumption rates. Delivery of supplies will not exceed agreed upon usage. Consumption of covered supply products varying significantly from expected usage may
result in additional charges for supplies. Customer agrees to pay when due, all taxes, where applicable, related to this Order, excluding taxes on the Income of Ricoh. Customer shall be
responsible for any coals related to freight (including fuel surcharges, which may be imposed from time to time), postage/mal ing expense (meter rentals) and/or administrative and processing fees
NW. to the extent Ricoh pays such costs, Customer shall immediately reimburse Ricoh.
P) Service Chagas are based on standard 8.5xll Images. Ricoh reserves the right to assess additional Images charges for non-standard Images, including l lx17 Images. Customer
eclmowdedges that pricing is based on the prevailing rates at the time of the contract. Unless otherwise expressly agreed to In writing, N the tern of this Order exceeds twelve (12) months, the
Service Charges and any rate expressly slated in this Order may be Increased by Ricoh up to ten percent (10%) annually for each year beyond the Initial twelve (12) month period, and Customer
gassy consents to such adjustment without additional nWas.
[M. This Order shall become effective on the effective data of the Order and shell continue for the tern identified In this Order. At the expiration of the Initial term or any extended term of this
rder. N will automatically, subject to applicable law ad without further action required by either party, renew for an additional twelve (12) month period, provided M Customer is not then in
le ". Tie oo tracted rate will be adjusted to Ricdfs then-prevalling rates, to be reflected In an automatic increase as of the renewal date, and Customer expressly consents to such adjustment
Ntihout additional notice.
[I& Termination. Customer may terminate the Services provided under this Order prior to its maturity so long as Customer is riot then in default and provides Ricoh at least thirty (30) days prior
rrltien notice. For an Order having an initial term of at least thirty-six (36) months, Customer shall pay to Ricoh, as liquidated damages and not as a penalty, the following early termination fee
Tenrinatlon Fee'): (I) N the termination occurs In months one (1) through twelve (12) of the tern of such Order, an amount equal to twelve (12) times the 'Monthly Service Charge' (as defied
slow) payable under such Order, (N) N tie termination occurs in months thirteen (13) through twenty-four (24), an amount equal to nine (9) times the Monthly Service Charge; and (tin N the
snmkhation occurs anytime attar the twenty-fourth (24th) month, an amount equal to the leaser of six (6) times the Monthly Service Charge or the number of morphs remaining under the then
wre t tern of such Order. For an Order having an Initial tarn of less than thirty-six (36) months, the Temdnation Fee shall be equal to the lesser of six (6) times the base Monthly Service Charge
r the number of months remaining under the initial term of such Service Order. For the purposes herein, the 'Monthly Service Charge' shall equal (1) the base monthly Service Charge set forth in
its Order, or (N) In the event this 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 Customers
imination. If such termination dale 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
umber of months the Order was in effect.
avmeM: )3M gin Loss: Texas. Payment terms are net ten (10) days. Customer agrees to pay Ricoh a We charge of one and one-half percent (1.5%) per month on any unpaid amounts or the
WAMan snowed by law, whichever Is less, and In addition shall pay Ricoh all costs and expenses of collection, or In the enforcement of Rkoh's rights hereunder, Including, but not Ironed to,
own" I temel and extemal legal costa, whether or not suit Is brought. AN remedies hereunder or at law are cumulative; provided, however, tthal the sole remedy of Customer for any Services
t perfomed In accordance with the Service standards set forth in this Order shall be the prompt and proper re -performance of such Services at no additional charge. Uriless otherwise agreed
)on by both parties In writing, Customer assumes all risk of theft, loss or damage, no matter how occasioned, to all Products covered by this Order following delivery by Ricoh to common carrier
In Via case of an arranged delivery by a local Ricoh Installation vehicle, delivery by such vehicle to Customer shipping poly Except to the extent of any applicable and valklated exemption,
uslomer agrees to pay any applicable taxes Nuat are levied on or payable as a result of the use, sate, possession or ownership of the Products andfor Services covered hereunder, otter than
cane taxes of Ricoh. In addition, Customer shall be responsible for paying all shipping and handling charges for loner, even N this Order is a toner Inclusive contract as set forth on this Order, h
xxrdance with tine terms slated on the Invoice.
/faint. In addition to any other rights or remedies which either party may have under this Order or at law or equity, either party shall have the right to cancel the Services provided under this
ter Immediately: (n N the other party falls to pay any fees or charges or any other payments required under this Order when due and payable, and such faihre continues for a period often (10)
ws alter being notified In writing of such failure; or 01) N the other party tails to perform or observe any other material covenant or condition of this Order, and such failure or breach shad continue
rrenhedied for a period of thirty (30) days after such party is notified In writing of such failure or breach; or (In) If the other party becomes insolvent, dissolves, or assigns Its assets for the benefit
its creditors, or flies or has filed against it any bankruptcy or reorganization prooeeding. Except as expressly permitted by this Order, no refund or credit will be given for any early termination of
s Services or any renewal thereof. If Customer defaults In its obligations hereunder, Ricoh may, In addition to any other remedies available at law or equity, require Customer to immediately peg
Ricoh all past due payments under all Orders, and the early temination fee described In the Early Termination Section above.
XHIBiT _ PAGE 6F
xindidwing. rtecanaeoning aria srnuar mayor ovemaurs or nervosa rroaras may oe oaierea cy applicsom ow are not coverea oy cos year. it noon aem
such actions may be necessary as a result of normal wear and tea of materials and age factors caused by normal usage in order to keep the Serviced Products In working condition,
submit to Customer an estimate of the needed repairs and the cost for such repairs (which costs will be In addition to the Service Charges payable under this Order).
ill Changes. Engineering changes, detemr0 ed applicable by Ricoh, will be controlled and iretalled by Ricoh. Engineering changes which provide additional capabilities to the
(dained below) covered herein will be made at Cudomees request at Ricoh's applicable time and material rates then in effect.
Lk! Q[ Recomaiended $11psilliew jift Readingsw 01iRejagla. (a) it Is not a condition of this Order that Customer use only Ricoh -provided supplies. If Customer uses other than manufacto
recommended supplies, including papa, developer, toner, and fuser oil, and ff such supplies are defective or not acceptable for use on the Serviced Product or cause abnormally frequent sery
calls or service problems, then Ricoh may, at its option, assess a surcharge or terminate the applicable Order with respect to such Serviced Product. If so terminated, Customer will be aft
Service on a *Per celr basis at Ricoh's then -prevailing time and material rates.
(b) if Ricoh determines that Customer has used more supplies than the manufacturers recommended specifications as provided by Ricoh, Customer will pay reasonable charges for those excr
supplies and/or Ricoh may refuse Customer additional supply shipments. Customer agrees to provide Ricoh true and accurate meter readings monthly and In any reasonable manner requested
Ricoh, whether via telephone, email or otherwise. If accurate meter readings are not provided on a timely basis, Ricoh reserves the right to estimate the meter readings from previous me
readings and Customer agrees to pay Service Charges based on such estimated meter reads. Appropriate adjustments will be made to subsequent billing cycles following receipt of actual a
accurate meta readings.
(e) As pat of its Services, Ricoh may, at its discretion and dependent upon device capabilities, provide remote meter reading and equipment monitoring services using Its aRemote solution. T
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 Product failure and may enal
lirriware upgrades. The meter count and other Information collsoled by @Remote ('Data') Is sent via the Internet to remote servers some of which may be located outside the U.S. @Remo
cannot and does not collect Customer document content or user Information. Ricoh uses reasonably available technology to maintain the security of the Data; however, Cuslon
acknowledges that no one can guaranty security of Infomta lon maintained on computers and on the Internet. Ricoh retains full rights to the Data (but not Customer documents or informatio
040 it or his autirorized third parties may use to service the Serviced Products. Ricoh may also use the Data for Its normal business purposes including product development and marked
rosearoh, however, the Data will not be provided to market research consultants In a forth that personally Identifies the Customer. Ricoh may dispose or the Data at any time and without nGO
fire ®Remote technology Is the confidential and proprietary information of Ricoh andfor its licensors protected by copyright, trade secret and other laws and treaties. Ricoh retains full 9
twnership and all intellectual property rights in and to QRemote. In the event Customer does not rely on automatic meter reading devices or equipment monitoring services; Ricoh reserves i
fight to assess a surcharge for manual meter reads In additional to the Service Charges.
stomer 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. Cush
I 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 Sep
ducts. Customer agrees to provide such access to its facilities, networks and systems as may be reasonably necessary for Ricoh to perform its Services, inckift but not limited to
;ree' service access to tiro 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 San
duds. Unless otherwise agreed upon by Ricoh in writing or designated in this Order, all supplies for use with the Serviced Products will be provided by Customer and will be available ton
servicing. Customer agrees that any systems Aizing similar supplies must be covered under similar inclusive service programs.
Qflse Management. The parties acknowledge and agree ghat Ricoh shall have no obligation to remove, delete, preserve, maintain or otherwise safeguard any Information, Images or ccMent
retained by or resident in any Serviced Products, whetter 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 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 Serviced Products 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.
iUI I _ t_ I AVt
jtewms Damaged Products. No Products may be rohrned without RioWs prior wri sin consent. Only consumable goods invoiced within sixty (M days WIN be conakWed for return. AN claims
for damaged Products or delay in delivery shall be deemed waived unless made In wiling, g, delivered to Ricoh within We (5) days after receipt of Products.
we Ricoh agrees to perform its Services in a professlanal manner, oasistant with applicable industry standards. For any Products manufactured by Riooh ('Ricoh Equipment), Ricoh
Ullhor warrants that, at the time of delivery and for a period of ninety (90) days thereafter the Rl oh Equipment will be in good working order and will be free from any defects in material and
workmanship. Rlcah'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 foregokg warranty
shelf not apply (a) N the Rkxnh Equipment Is Installed, wired, modified, altered, moved or serviced by anyone other than Ricoh, or, (b) N the Rlooh Equipment is Installed, skied and utilized andlo
mekdol ned In a manner not consistent with Ricoh specifications or (c) If a defective or Improper ran -Ricoh accessory or supply or part is attached to or used in the Ricoh Equipment, or(() Ifthe
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 shag transfer to Customer any Product warranties made by
the applicable Product manufacturer, to the extent transferable and without recourse. Physical or electronic copies of any applicable Product warranty will be delivered by Ricoh to Customer only
upon Cut6fe Wo specific written request EXCEPT AS EXPRESSLY SET FORTH IN THIS ORDER, 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. RICOH SHALL NOT BE RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR LOST PROFITS, LOSS OF REVENUE, OR ANY SPECIAL, EXEMPLARY.
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING OUT OF OR IN ANY MANNER CONNECTED WITH THIS ORDER, OR
THE SUBJECT MATTER HEREOF, OR THE USE OR PERFORMANCE OF THE RICOH EQUIPMENT OR THE LOSS OF USE OF THE RICOH EQUIPMENT, REGARDLESS OF THE FORM
OF ACTION AND WHETHER OR NOT SUCH PARTY HAS BEEN INFORMED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES. RICOH'S TOTAL
AGGREGATE LIABILITY TO CUSTOMER, IF ANY, UNDER THIS ORDER, SHALL IN NO EVENT EXCEED THE TOTAL FEES PAID TO RICOH THEREUNDER DURING THE ONE-YEAR
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 ORDER.
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. Customer must comply with any applicable license agreement or license terns relating to intangible property or associated services included in any Products,
such as periodic software licenses andor prepaid data base subscription rights ('Software License), whether pursuant to written, dick -through, ahrknk-wrap or other agreements for such purpose,
wf h the Oft party supplier of the software ('Software Supplier). Ricoh has No right, title or Interest in any third party software. Customer Is solely responsible for entering Into Software Licenses
with the applicable Software Supplier.
Assignment: Force Maleure. Customer shall neither assign any right or interest arising under this Order nor delegate any obligations hereunder without the prior written consent of Ricoh. Any
such attempted assignment or delegation shall be void. Ricoh shall be excused from any delay or failure in performance of the Services under this Order for any period N such delay or falkse is
caused by any event of force majeuae or other similar factors beyond Its reasonable control.
Advice gi Counsel. Customer represents and warrants that it has obtained or has had the opportunity to obtain the advice of legal counsel of its choice prior to executing this Order and thereby
executes this Order knowingly aril willingly after receiving such legal advice.
Goveming jam; Entire Agreement. This Order shall be governed by and construed and Interpreted In accordance with the laws of the Commonwealth of Pervwylvania without regard to its
contild of laws principles. The parties hereto also agree to submit to the non-exclusive jurisdiction of the averts of the Commonwealth of Pennsylvania to resolve any action under this Order. The
Uniform Computer Information Transactions Act shah rot apply to this Order. This Order constitutes the entire agreement between the parties with respect to the subject matter contained in this
Order, supersedes all proposals, oral and written, and all other communications between the parties relating to the Products: and may not be amended except in writing signed by an officer or
authorized representative of Ricoh. Customer agrees and acknowledges that it has not railed on any representation, warranty or provision not explicitly contained In this Order, whether in writing,
electronically communicated or In oral form. Arry and all representations, promises, warranties, or statements, including by not limited to, statements or representations made in sales
presentations or sales proposals, by any Ricoh agent, employee or representative that differ in any way from the terms of this Order shall be given no force or effect This Order shell be governed
solely by these terms and conditions, notwithstanding the Inclusion of any additional or different terms and conditions In any order document or any kind issued by Customer at any time. Purchase
Orders issued by Customer for Products and/or Services from Ricoh, even N they do not expressly reference or Incorporate this Order, shall be subject to this Oder and service only to Idertry the
Products and/or Services ordered and shall not be deemed to after or otherwise modify the terns and conditions of this Order. The delay or failure of either party to enforce at any time any cf the
provisions of this Order shad 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 Order. if any provision of
this Order Is held to be Invalid or unenforceable, this Ober shall be construed as though It did not contain the particular provision held to be invalid or unenforceable. Ricoh may accept or reject
any order in the exercise of its discretion and may rely upon each order submitted by Customer as a bindkg commitment. No local, general or trade custom or usage or course of prior dealings
between the panties shall be relevant to supplement or explain any term used hereln. This Order may be executed in one or more counterparts which, taken together, shall constitute one and the
same original document. Any notices required under this Order should be sent to: 3920 Arkwright Road Macon, GA 31210 Attn: Quality Assurance.
Accepted by Customer
Accepted: Ricoh USA, Inc.
Authorized Si nature:
Aut orized signature:
Printed Name:
ed Name:
Title:
Title:
Date:
PAOE =M61FDate.
milli
Version # 1.1
1. Date contract needed (Clerk or agenda deadline): 3/31 /15 Date Submitted to Law*: 3/17/15
2. Board/Commission that will approve contract Baord of Works
3. Has bid been awarded? yes Date awarded or expected: 3/17/15
4. Is this a Common Construction Wage Project? N/A
S" Brief description of work to be performed or supplies to be furnished:
New contract with RICOH copier at Street to Lower monthly rate
4lyl
Ir V//�c � n
6. Name and address of
7. What method was"used
_ .J Request for
_ Request for
8. What date was the Bid
9. Date of Contractor's
10. Did the Contractor supply
11. In what office art the Bid
12. Amount to be
13. Any other relevant inh
We requested to get a
RICOH USA, INC.
6680 Poe Avenue, Suite
Dayton, Ohio, 45414 j
ues (check one)
Services _ L j Request for Quotes
_ Bid Specifications
Zualifi ations _ State Quantity Purchase Bid/Quote
15. Submitted By: ,Jeff Norris
id*
of i
ecif atl�ns/1� ts`pn file with tl s7' ?
A r $196.00 / Mo Term of
�n:
r rate
Department: Information Technology
*Please complete and return, along with Contractor's response and any and all attachments or
exhibits, at least one (1) week before the contract is needed for its Agenda deadline. Incomplete
submissions will be returned to the Department Head.
January 2011