HomeMy Public PortalAbout08) 7D 5 Year Lease Agreement with Ricoh for 4 copy machinesAGENDA
ITEM 7.0.
ADMINISTRATIVE SERVICES DEPARTMENT
MEMORANDUM
DATE: April4, 2017
TO: The Honorable City Council
FROM: Bryan Cook, City Manager
By : Tracey L. Hause , Administrative Services Director
SUBJECT: AWARD OF A FIVE (5) YEAR LEASE/PURCHASE AGREEMENT TO
RICOH FOR FOUR (4) COPY MACHINES
RECOMMENDATION :
The City Council is requested to :
1. Award a five (5) year Lease/Purchase Agreement with Ricoh for four (4 ) copy
machines ; and
2 . Authorize the City Manager to finalize and execute the Lease/Purchase Agreement
with Ricoh.
BACKGROUND:
1. On January 23, 2013 , the City entered into an five (5) year Lease /Purchase
Agreement with Ricoh for four (4) copiers .
2 . On February 14 , 2017 , the City received a proposal from Ricoh to execute a new
five (5) year Lease/Purchase Agreement to replace the older machines .
ANALYSIS:
The City Council is asked to consider a new proposal from Ricoh for replacement of the
current copy machines . Due to new technology and the age of the current copy machines,
it would be more cost effective and efficient to replace the aging machines prior to the
termination of the current lease in January 2018 . Our current monthly cost is
approximately $3 ,320. The monthly fee varies some depending on the num ber of copies
made . The new proposal based on current copy production is estimated to be
approximately $2 ,85 0 . If the City ente r into the new lease , estimated monthly savings is
$470 or $5 ,640 annually .
City Council
April 4 , 2017
Page 2 of 2
Although the City's Purchasing Code (Code) requires a formal bid process for suppl ies ,
services and equipment in excess of $25,000 (annual lease costs is expected to exceed
this threshold ), the Code does allow the City to contract d irectly with a consultant if a
competitive bidding by another Federal , State , County or loca l government agency has
been completed and is in substantial compliance with the City of Temple C ity 's Code .
The quote provided by Ricoh is part of the California Department of Genera l Services
(DGS ) Cooperative Agreement. DGS offers a wide variety of commodities includ i ng
copiers , printers and related devices at prices which have been assessed to be fa ir,
reasonab le and competitive . The use of these contracts is available to Ca lifornia Stat e
and Local Government agencies and is a common practice .
CITY STRATEGIC GOALS:
By entering into a new Lease/Purchase Agreement for new and more efficient cop iers ,
the City will be furthering the City's Strategic Goal of Good Governance .
FISCAL IMPACT:
There are sufficient funds in the Fiscal Year (FY) 2016-17 City Budget to cover th e new
Purchase/Lease Agreement. In fact, the City is ex pected to realize some savi ngs rel ated
to the expenses of the copy machines as a result of new and more efficient cop iers .
ATTACHMENTS:
A. Proposal
B. Product Schedule
C . Order Agreement
D . Equipment Removal /Buyout Authorization
E . Master Lease Agreement
F . Master Maintenance & Sale Agreement
PREPARED BY:
Nath an Buffington-District Sales Manager
Email : nathan .buffington@ricoh-usa .com
February 14th , 2017
RleBRNTA
imagine. change.
RICOH
imagine. change .
Why Ricoh
The Ricoh Difference
There are man y reasons wh y c ompan ie s choose to partne r with Ri coh , incl uding our
access to bes t-in-class technolog y and the strength of our peopl e and s upport structure.
Ultimately , however, customers sta y with Ricoh be ca use of our comm itm e nt t o he lp i ng
their businesses su cceed .
Helping Our Customers Succeed
At Ricoh , we recognize that if we are to he lp our customers remain competitive , we must
provide the v is ion and solutions that enable them to :
• Develop Business methodolog ies that focus on
process improvement and increased workflow
efficiency
• Control or reduce the total cost of ownership
associated with document management
processes
Our People
• Strengthen co ll aboration , w hile
maintaining document security when
sharing information
• Minimize environmental impact and
partner on "green" document
management initiatives
• Provide tota l compl iance w ith reg ul atory
and r isk standards
Our team of sales and technical resources are personally comm itted to bring ing the best
soluti on to each individual customer, and we hold them accountable for your resu lts . Our
local service professionals average over 18 years ' experience and undergo approxi mate ly
100 hours of training per year. They work in conjunction with our ded icated systems a nalysts
to concentrate on your dig ital document needs . Ou r h ighly tra ined and experien ced serv ice
technicians support specific customers in assigned territories . Th is process fosters sol id
relationsh ips and a true understanding of your operations , appl ications and pea k product i on
per iods, to ensure maximum responsiveness and uptime .
• Experienced team supported by comprehensive award -winn i ng t ra ining
• National network of 4 ,600 Ricoh -employed service professionals
• Accountable for you r results
RICOH
imagine. change.
Why Ricoh
The Ricoh Difference
There are many reasons why companies choose to partner with Ricoh , including our
access to best-in-class technology and the strength of our people and support structure .
Ultimately, however, customers stay with Ricoh because of our comm itment to helping
their businesses succeed .
Our Solutions
Ricoh offers open-architecture products that can be customized for your infrastructure .
Leveraging our expertise and network of technology partners, we also deploy software
solutions that deliver measurable results . Ricoh provides end-to-end solutions through one of
the industry's broadest portfolios of document management services , including on-site and
off-site managed services, technical service and support, and customized workflow design
and implementation. We also provide flexible financing options to meet your specific needs
through a variety of payment and invoicing options .
• Award-winning technology choices with open architecture, backed by world-class
service and support
• End-to-end solutions for all phases of the document lifecycle
• Flexible financing options
Our Company
Ricoh USA combines the manufacturing and engineering expertise of Ricoh Company, Ltd .
-a global technology innovator-with the experience and reach of our locally based sales
and services teams. Our experience has taught us that the people best-suited to make
decisions about the services and support offered to our customers are those closest to our
clients and their needs. Localized decision-making is a fundamental organizational paradigm.
Simply put, this process translates into fast , consistent , world-class service for our
customers.
• Support resources of a major international corporation committed to quality, innovation
and the environment
• Flexible and responsive localized decision-making
RICOH
imagine . change.
Overview of Current Situation
Understanding Your Needs
Based on our assessment of the challenges and objectives faced by City of Temple City , this
proposal details recommendations by Ricoh for new technologies and serv ices with the power to
enh ance City of Temple City's document creation , production and distribution processes .
GOALS
The proposed solution was
designed to maximize the
efficiency and effectiveness
of your document workflow,
improving your business
processes . The system was
specifically selected to
impact your goals of:
• Getting new cutting edge
technology for printing
and scanning needs
• Reduce cost related to
printing
• Consolidate number of
service invoices
ANALYSIS
Ricoh 's analysis of your
current situation revealed :
• Equipment nearing end of
lease
• Have equipment that
does not meet current
printing needs
• Individual service
agreement and rates per
device
REQUIREMENTS
During Ricoh 's analysis of
City of Temple City's
current operations and
based on the specific
information made available
by you ,
we identified the following
requirements :
• Get equipment that meets
current and future printing
needs
• More cost efficient
devices to maximize
operating expense
• Service agreement that
groups all devices
together
RICOH
imagine. change.
Overview of Current Situ at ion
Summary of Current Key Statistics
T he following statistics were gathered t hrough a detailed
review and analysis of t he information provided to Ricoh
in cl uding :
• Le ase invoice
• Service and overag e invoice
Current Situation
Current Model Recommendation
R ico h MP C650 1 MP C6004
R icoh MP C3502 MP C3 504
R icoh MP C4 502 M P C3504
Ricoh MP C5502 MP C6004
Monthly Cost
Service( u sage)
Ricoh Overage Copies
b/w
6,428
1,766
1,515
7 ,260
16,969
$0 .00
MP C6501-$0.008199 and $0.062664
MP C3502-$0.011713 an d $0.075254
MP C4502-$0.010981 an d $0.070569
MP C5502-$0.010981 an d $0.070569
$1 ,988.69
Ricoh Lease $1,330.51
Total $3,319.20
Color
13 ,123
1,467
2 ,934
9 ,624
27,148
RICOH
imagine. change.
Proposed Solution
2 x Ricoh MP C3504 -Bogue Street
Driven by the intuitive capabilities of the new standard Smart Operation Panel with Workstyle Innovation Technology ,
these systems focus on today 's customer needs of having a secure platform that prov ides greater flex ibil ity to support
their complex workflows as well as the ability to customize their overall experience with the device leading to superior
productivity . A newly designed user friendly interface includes un iq ue views for every type of user whethe r they prefer
the new Smart Ul , Quick or Classic user interfaces that provide users with three new ways to interact with the dev ice .
Designed to support the requirements of today's mobile office , these new systems provide the latest in simpli fied
connectivity including Near Field Communication (N FC ) and Bluetooth Low Energ y (BLE ).
KEY FEATURES
• 35-ppm output speeds
• 220-sheet SPDF standard
• Scan duplex originals in one pass
• 1st time SPDF standard on Segment 2 & 3 MFP
• 1 ,200-sheet Paper Capacity
• Up to 11" x 17" /A3 & SRA/3 support
• Media weights up to 300 g/m2
• Bypass accepts Banner sheets up to 49.6"
• Integrated Auto Duplexing
• 100% productivity
• 500-sheet Exit Tray
• Wide range of paper supply & finishing
accesso ries
• 1.33 GHz CPU , 2 GB RAM , & 250 GB HOD
• Standard Java
• 1 0.1" Smart Operation Pane l with
Workstyle Innovation Technology
Platform (WI T)
• Smart SDK included
• Create /i nstai Vrun customized apps
• Mobile device printing & control
• Near Field Communication (N FC)
• Advanced workflow support
• "Sm art App" User Interface
• Boo klet Finisher and hole punching
..
This produ ct image shown above may be oonf!Qured with addition al
option s/accessories not included with the mainframe . For more
inform ation, please speak with your Ricoh Sales Representative.
RICOH
imagine. change.
Proposed Solution
2 x Ricoh MP C6004-Las Tunas Drive
Driven by the intuitive capabilities of the new standard Smart Operation Pa ne l with Workstyle Innovation Technology,
these systems focus on today's customer needs of having a secure platform that provides greate r flexibi li ty to support
their complex workflows as we ll as the ability to customi ze their overall experience with the device leading to superior
producti vi ty . A ne wly designed user friendl y inte rface includes un iqu e vi ews for every type of use r whether they prefe r
the new Sma rt Ul , Qui ck or Classic user interfaces that provide users with thre e new ways to inte ract with the device .
Designed to support the requi rements of today's mobile office , these new systems provide the latest in simp li fied
co nne ctivity including Near Field Commun ication (N FC) and Bluetooth Low En ergy (BLE ).
KEY FEATURES
• 60-ppm output speeds
• 220-sheet SPDF standard
• Scan duplex originals in one pass
• 1 ,200-sheet Paper Capacity
• Up to 11 " x 17"/A3 & SRA/3 support
• Media weights up to 300 g/m2
• Bypass accepts Banner sheets up to 49 .6"
• Integrated Auto Duplexing
• 100% productivity
• 500 -sheet Exit Tray
• Wide range of paper supply
& finishing accessories
• 1.75 GHz CPU , 2GB RAM , & 320GB HOD
• Standard Java
• 1 0 .1" Smart Operation Panel with
Workstyle Innovation Techno logy
Platform (WIT)
• Smart SDK included
• Createfl nstaiVrun customized apps
• Mobile device print ing & control
• Near Field Communication (NFC)
• Advanced workflow support
• "Smart App " User Interface
• Booklet fin isher and hole punch in g
This product image shown above may be configured with additional
options/accessories not induded with the main frame . For more
informa tion , ple ase speak with your Ricoh Sales Representative.
RICOH
imagine. change .
Financial Considerations
Investment Details
PRICING
COMPONENTS
• Installation
• Operator training
• Service performed by Ricoh customer
service technicians (you will incur no
additional charges for parts or labor)
• All parts , labor, toner and staples
included for the duration of the lease
• Fixed service rates for the duration of
the lease(n o escalation)
FINANCIAL
CONSIDERATIONS
NASPO Contracted Pricing
60-month Lease Option
Month ly Payment $1,325.13
• Pricing is based on an average monthly
volume of 0 b/w pages with a $0.008
per-copy overage charge and 0 color
pages with a $0 .0514 per-copy overage
charge
Savings of $462 .91/month
or $5,554.92/year!!!!
Monthly Cost Comparison
Current Recommendati on
Service $0.00 $0 .00
Overages $1 ,988.69 $1,531.16
Lease $1,330 .51 $1 ,325.13
Total $3,319.20 $2,856.29
Pricing Valid Until: February 22 nd, 2017 RICOH
imagine. change .
RICOH ATTAGk.UYIENT B
70 Valle) Stream Parkway
Mal\'e m. PA 19355
Product Schedule
Producl Schedul e Nu mber:
1\la.s ler Luse Agreement NumbC"r:
Tius Product Schedule (thi S "Schedule") IS bet"'ccn R1coh USA. Inc ( .. we " or .. us .. ) and _C_I_T,..Y_O_f_· _T_r.._,M,...P_L..,.r...,...C_I_T.,...Y _______ -.,...--,...,..--.,..----,--
~~:-:--::---::::-:---:----::-----:-~:----:-----:----' as customer or lessee ( .. Customer" or ··~ou") Th1s Schedu le constitutes a .. chedule,'' "Product
Schedule." or "Order Agreement .'' as applicable. under the (together \\1th any amendments.
attachments and addenda thereto, the .. Lease Agreement") 1denufied above. between ~ou and All term s and con d n1ons of
the Lease Agreement arc mcorporated mto this Schedule and made a part hereof If we arc not the les sor under the Lease Agreement. then. solei~ for purposes o f th1 s
Schedule, we shall be deemed to be the lessor under th e Lease Agreement. It IS th e mtent of the pa rt ies that th1s Schedu le be separatel y enforceable as a complete and
mdcpendcnt agreement. mdcpcndcnt of all other Sched ules to the Leas e Agreement
CU TOMER I NFORMATION
ITY OF TEMPLE C ITY T racey llause
Customer (Bi ll To) B1lhng Contact Name
9701 LA TU AS DR 970 1 LA TUNAS D R
Product Locat1on Address 1311hng Address (1( dJjferem }rom lomttOil addrets)
TI:MPL E C ITY CA 91780 -2249 TEMPLE C ITY CA 91780 -2249 r,C,It,...y-~~-----,c•o-u-nt,...-----,S~t ~,...lte~--~a~p --------'C~n~y~==~~----,C~o,_.u,...nt,_.y-----oS,.-ta,...tc~--~z•.l---------i
Billing Co ntact Telephone Nu mber Bi llin g Contact Facs1mlle Number Billing Contact E-Mail Address
(626)285-2171 thausc @)cmplec ny us
Qt Qty Product Descnpuon Make & Model
2
PA YM E:\T S C H E DU LE
Minimum T erm
(montln)
60
Minimum Payment
(WIIho ut TtLr)
$1,325.13
Min imum Pa yment Bill ing Freq uency
0 Mon th ly
0 Quart erly
0 Other: ---------
Sales Tax E.xemp t D YES (Attach Exe mptiOn Certifi cate ) Customer Bllhng Refe re nce Number ( P 0 #.etc )
Addendum (s) attached. 0 YES (check 1f yes and mdicatc total number o f pages _I __ )
TERM A D C ONDITI O~
A d va nrr P ay mr nt
0 I st Payment
0 I st & Last Payment
O Ot her
I The first Payment w 1ll be due on the Effccu ve Date If the Lease Agreement uses the terms "Lease Payment" and ··commencement Date" rather than "Payment" and
"Ef fec tt ve Date," then . for purposes o r th1s Schedule, the term .. Pa)ment" shall have the same meaning as "Le ase Payment ... and the term ··Effectt'e Date" shall have the
same meani ng as "Commencement Date "
2 You . the undersigned Customer , have applied to us to rent the above-descnbed Product for lawful commercial (non-consumer) purposes T ~IIS IS A
NC O , DITIO AL, NON-CA CELABLE AG R EEM El'I'T FOR THE MI NIM UM T E RM I NDI C ATE D ABOVE, except as othem1se prov1ded m any non-
appropnauon prov1 s1on of the Lease Agreement . 1f applicable If "e accept th1s Schedule. )OU agree to rent the above Product from us , and we agree to ren t such Product
to you. on all the terms hereof. mclud1ng the terms and cond1uons of the Lease Agreement THIS WILL ACKN OWLE DG E T HA T Y O l ' HA VE R EAD A ND
UNDERST NO Till C II E DLIL E A 0 T il E LEA E AGREEME 'T A N D I lAVE R ECE I ED A C OP\' O F T HIS S C II EDU LE A 0 T H E L EA E
A G R E EMENT.
3 Add1ttonal Provis ions (1fany) arc
0 .
By x ~~-~-~------------------------------Autho n:ed S1gner SIJ:nawrt
Pn n1ed amc Pnn1ed Name
Tule ________________ ,Date T ul e ________________ Da te
03/23/2017 18 .39 PM 21466833
L EAD D PS 04 .12 R1 coh!l and the Rtcoh Logo are registered trademarks of R1 coh Company, Ltd Page I of I
RICOH Rtcoh USA , Inc
70 Vall~ tream Park"'a}
Mahern . PA 19355
Additional Equipment/Product and/o r Multiple Location Addendum
This ADDITIONAL EQ UIP ME T/P ROD UCT an d/o r MULTIPLE LO CATIO ADDENDUM (this ··Addendum'"). dated as of the_:!___ day of
-\1-•n:_h _______ • 20_11_. is to th at certain agreeme nt/product schedul e no. _9999999 ______ _ _ ______ (the ··Agree ment").
between Ricoh US A. In c. c··we'' o r us") and __________ c_n_-v_o_l_l_I·M_PL_C_C_In __________ as c usto mer ("'Customer·· o r ""yo u'').
Th e parti es, intendin g to be legall y bo und , agree th at th e Agree ment s ha ll be modi fi ed as fo ll ows :
I . llle equipment/product descr ip tion and locat ion se t fort h in the Ag reement shall refe r to , and/or inc lud e. t he equip me nt/product a nd lo cation s lis ted
below:
EQl'IPMENT/PRODl'C T DE SC RIPTIO ~ & LOC ATION
S treet Address/City/S ta te/Zip
Qty Description: Make& 1\l od e l (tunrplete unl) ~( adilrej r ''" J,g~~nt fro m t ;qmp ment PN.H.Iuct ltK·auon rfJJre.n on Ai!reement)
1 0 14~ llOGUE ST
2 RICOII MPCJ504 BRANDING SFT I CA I q11 sa-z1o2 nMI'LECITY
I I
I I
I I
I I
I I
I I
I I
I I
I I
I I
I I
I I
I I
I I
I I
2. Exce pt to the ex tent modifi ed by this Addendum. th e tem1 s and conditions of the Agree ment w ill remain unchanged and shall continue in full force
and e ffect.
WITNES S Wl iEREOF. each pa rty has cause d its duly authori 7ed o nice r to execute th is Addendum , as o f th e date first writte n abo\ e.
CUSTOMER
X
A uthon =ed Signa/lire
Prmt Au th on zcd Stgncr Name
Ol/2J 20 17 1819 PM
L EA DD EML II 12
Rico h USA, In c.
Date A urhon=ed Signature Date
Tnle Prmt Authonzed Stgncr arne Tnlc
2 14668ll
Rt coh l!l and the Rtcoh Lo go arc rcgts tered trademar ks of Rtcoh Company . l td Page I of I
I
ATTACHMENT C
Rl COH
ORDER AGREEMENT Sa le Type :LEASE
Mast er Maintenan c e and Sale A greement Date : NEW Sale Type : LEASE
B ILL TO INFORMATI ON
Custome r Legal Na me: CITY OF TEM PLE CITY
Address Line 1: 970 1 LAS T UNAS DR Contact: Ha use ,Tracey
Add ress Line 2 : Phone: (626)285-2171
City: TEMPLE CI TY E-mail: thause@templecity .us
S T I Z i p : CA/91780-2 249 Cou nty: LOS ANGELES Fa x:
ADDI TI ONAL ORDER INFORMATION
Ch eck All That Appl y :
0 Sales Tax Exempt (Attach Vali d Exemption Certificate) It! Fixed Service Charge 0 Add to Existing Service Contract # ___ _
0 PO Included PO# 0 PS Service (Subje ct to an d governed by separate Sta tem ent of Work)
0 Syndication 0 IT Service (Subject to and governed by separate Statement of Work )
T his is an Order mad e pursuant to the ter ms and con d itions of the above referenced Ma ster Agreement(s ) between Customer and Ricoh USA, Inc. The
sign ature below indi
to the terms set forth i
cates that the customer accepts all terms and conditions of the applicable Master Agreement (s ) for this sale , i ncluding by not limited
n the Master Agreement(s) and any Exhibit A thereto, all of which are incorporat ed herein by reference and made part of this Ord er.
t electronic sig natures of the parties on this Order will have the same force and e ffect as manual signature. Ricoh may acc ept this
nature o r by com me ncing performance (e .g . Produ ct delivery, initiating Services, etc .).
Each party agrees th a
Order by either its sig
SERVICE INFORMATION
Service Term (M onths) Base Billin g Fre quenc
60 Month s MONTHLY
Service Ty p e Group Ove rag es
Gold $0.00
$0.0080 BfW
Color $0.0514
SHIP TO INFORMATION
Customer Name: Cl TY OF T EMP LE CITY
Add ress Line 1: 9 701 LAS TUNAS DR Co ntac t : Hause,Tracey
Address Line 2: Ph o ne : (626 )285-21 7 1
City : T EMPLE CITY E-mail : thau se@templecity.us
S T I Z ip: CA/9 1780-2249 County: LOS ANGELES Fax :
PRODUCT INFORMATION
Produc t Desc r i pt ion Qty
RIC OH MPC6004 B RANDING SET 2
3123120 17
Version# 9 .16 Page# 1 2 1466833
RICOH
B A SIC CONNECTIVITY I PS /IT SERVICES INFORMATION
BASIC CONNECTIVITY IPS /IT Services D escription Quantity
A) SPECIAL PROJECTS REQUIRING TS FIELD LABOR SUPPORT [0 25
RE FERENCE DATA ERASE V7620800609
RE FERENCE DATA ERASE W543L 100735
TS NETWORK & SCAN -SEG BC4 2
SHIP TO INFORMATION
Cus tomer Name : CITY OF TEMPLE CITY
Add ress Line 1 : 10144 BOGUE ST Contact: Hause, Tracey
Add ress Line 2 : Phone: (626)285-2171
City TEMPLE CITY E-mail: thause@templecity.us
ST / Zip: CN91780-2702 County : LOS A NGELES Fax :
PROD UCT INFORMATION
Product Description
RIC OH MPC3504 BRANDING SET
BASIC CONNECTIVITY IPS /IT SERVICES INFORMATION
BASIC CONNECTIVITY IPS /IT Services Description
RE FERENCE DATA ERASE W513L 100821
RE FERENCE DATA ERASE W503L 100522
TS NETWORK & SCAN CONNECT -SEG BC3
Se rvice Type Offeri ngs :
Go I d : Includes all supplies and staples .
udes paper. Excl
S i lv er: Includes all supplies. Excludes paper and
es. stapl
Bro nze: Parts and labor only. Excludes paper ,
es and sup li es. stapl
Add itional Provisions:
3/23 /2017
sion#9.16 Ver
ORDER TOTALS
Product Total:
BASIC CONNECTIVITY I PS /IT
Services:
Buyout:
Grand Total: (Excludes Tax)
Page# 2
Quantity
2
Qty
2
21466833
RICOH
Accepted by Customer Accepted: Ricoh USA , Inc .
Aut horized Sig nature :. ___________ _ Authori zed Signa ture :. ___________ _
Printed Name : Printed Name :
Title :==================-------+-.:T.::it::.::le::.:-==================--------_j
Date :~=====================~-----_jL:D:a:te~:================================~-------------J
3/23/20 17
Ve rs ion# 9.16 Page# 3 21466833
ATTACHMENT D
RICOH
EQU IPMENT R EMOVAUBUYOUT A UTHORIZATI ON
Customer Name: CITY OF TEMPLE CITY
Contact Name: Hause ,Tracey Phone: (626)285-2171
Address: 9701 LAS TUNAS DR City: TEMPLE CITY
State: CA I Zip: I 91780-2249 Fa x/Email: thause@templecity .u s
Make Model Serial Number
MPC6501 V7620800609
MPC5502 W543L100735
Customer Name: CITY OF TEMPLE C ITY
Contact Name : Hause,T racey Phone: (626)285-2171
Address: 10144 BOGUE ST City: TEMPLE CITY
State: CA I Zip: I 91780-2702 Fax/Email: thause@templecity .us
Ma ke Model Serial Numbe r
MPC4502 W5 13L100821
MPC3502 W503L100522
This Authorizati on appl ies to the equipment identified above and to the following Removal/Buy Out Opti on
This Authorization will confirm that Customer desires to engage Ricoh USA, Inc . ("Ricoh") to pick-up and remove certain ite ms of
equipment that are currently (i) owned by Customer or (ii) leased from Ricoh or other third party (as specified below), and that you intend to
issue wri tten or electronic removal requests (whether such equipment is ide ntified in this Authorization, in a purchase order , in a letter or
other written form) to Ricoh from ti me to time for such purpose. Such rem oval request w ill set forth the loca ti on, make, model and serial
number of the equipment to be removed by Ricoh . By sig ning below, you confi rm that, with respect to every rem oval request issued by
Customer (1 ) Ricoh may rely on the reque st , (2) the request shall be governed by this Authorization , and (3 ) Ricoh may accept thi s
Authorization by either its signature or by commencing performance (e .g . equipment remova l, initiating Services, etc.). Each party agrees
that electronic signatures of the parties on this Authorization will ha ve the same force and effect as manual signature . Notwithstanding the
foregoing , the parties acknowledge and agree that Ricoh shall have no obligation to remove , dele te , preserve , maintain or otherwise
sa feguard any information , images or content retained by, i n or on any item of equipment serviced by Ricoh , whether th rough a digital
storage devi ce, hard drive or similar electronic medi um ("Data Management Services"). If desired, Customer may engage Ricoh to perform
such Data Management Services at its then-current rates. Notwithstanding anything in this Authorization to the contrary, (i) Customer is
responsible for ensuring its own compliance with legal req uirements pertaining to data retention and protection , (ii ) it is the Customer's sole
responsibility to obtain advice of competent legal counsel as to the identification and interpretation of any relevant laws and regulatory
requ irements that may affect the customer's business or data retention , and any actions required to comply with such laws, (iii) Ricoh does
not provide legal advice or represen t o r warrant that its services or products will guarantee or ensure compliance with any law, regul ati on or
requ irement , and (iv) the selection, use and design of any Data Management Services, and any and all decisions arising with respect to the
deletion or storage of any data, as well as any loss of data resulting therefrom. sha ll be the sole responsibi lity of Customer, and Customer
shall indemnify and hold harmless Ricoh and its subsid i aries, directors. officers, employees and agents from and against any and all costs ,
expenses, l iabilities, claims , damages, losses, judgments or fees (in cl uding reasonable attorneys' fees) (collective ly, "Lo sses") arising
therefrom or related thereto.
0 Equipment Removal (Leased by Customer). In addition to the terms and conditions set forth above. the following terms and
conditions shall apply for equipment removals of equipment leased by Customer: Except for the obligations of Ricoh to pick up and remove
the identified equipment, Ricoh does not assume any obl igation , payment or otherwi se, under any lease agreement, which shall remain
Customer's sole responsibility. As a material condition to th e performance by Ricoh, Customer hereby releases Ri coh from , and shall
indemnify, defend and hold Ricoh harmless from and agai nst , any and all claims, liabilities, costs , expenses and fees arising from or
relating to any brea ch of Customer's representations or obl igations in this Authorization or of any obligation owing by Customer under its
lease ag reement.
91899v1 Page# 1
CUSTOMER
Signature:
Name
Title
Date
91899v1 Page# 2
Signature:
Name
Title
Date
RICOH USA , INC.
I I II M lffl~Of\!~~ M IIIII
RICOH
Master Lease Agreement
CUSTOMER I N FORMATION
Full Legal Name CITY OF TEMPLE CITY
!Address 970 1 L AS TU NAS DR
C ity I State
TEMPLE CITY CA
Federal Tax ID Numbe r
(Do Not Insert Socwl Securm Number)
tNotr 01red for State and Local Government enuues eq
Zip ~~ntact
91780-2249 Truce v l lause
Facs omilc N umber
ATTACHMENT E
Rico h USA, In c.
70 Valle y Stream Parkway
Malvern, PA 19355
Number:. _______ _
Telephone Numbe r
626128 5·2171
E-mail A ddress
fthause@ templec ity .us
Thos Master Lease Agreemen t ("Lease Agreement") h as been wriu en in clear, easy 10 understa nd En glish. When we use lhe words "you", "your'' or ··customer" in lh is
Lease Agreement , we mean you, our customer, as in dicated above. When we use the words "we", "us" or "our" in this Lease Agreem ent, we mean Rtcoh USA, Inc.
("Ricoh'') o r , if we assign th is Lease Agreeme n t or any Schedules executed in accordance wtih thts Lease Agreement, pursuant to Secu on 13 below, the Assignee (as
d efined below). Our corp orate office is located at 70 Valley S tream Parkway, Mal vern, P A 19355
1. Agr eement. We agree to lease or rent, as spec ifi ed in any equopm ent schedul e
executed by you and us and mcorporating the term s of this Lease Agreement by
reference (a "Schedule"). to you, and you agree to lease or rent, as applicable. from us,
subject to the lerms of thi s Lease Agreement and s uch Schedule. the personal and
intang ible property described in such Schedul e. The personal and intang ibl e pro perty
described on a Schedule (logether with all attachments, replacements, parts,
substitutions, additions, repairs, and accessories incorporated in or affixed to th e
p roperty and any license or s ubscripti on rights associated with the property) will be
collectively refe rred to as "Product" The manu factu rer of the tangible Product shall be
referred to as the "Manufacturer " To the ex1ent the Product mcludes intangibl e
property or associated services such as periodic soflware li ce nses and prepaid da ta base
subscnpuon n ghts. s uc h intangtble property shall be referred to as the "Software ."
2. Schedules; Deli very and Accepta nce. Each Schedule that in corporates this Lease
Agreement shall be governed by the terms and conditions of thos Lease Agreement, as
well as by the terms and conditions se t fort h in such indi vidual Schedul e. Each
Schedule shal l constitute a complete agreement separate and distinct from thi s Lease
Agreement and any other Schedule. In the event of a conOict between the terms o f this
Lease Agreement and any Schedule, the terms of s uch Schedule shall govern and
control, but only wi th respect to the Product s ubj ect to s uch Schedule. The te rmination
of this Lease Agreement wi ll not affect any Schedule executed pnor to the effective date
of s uch termination. When you receive the Product, you agree to inspect It to determi ne
it is in good worki ng order. Scheduled Payment s (as specified in the app licable
Schedule) wi ll begin o n the Product delivery and acceptance date ("EOecuve Date").
You agree to sig n and return to us a delivery and acceptance ce rtificate (which. at o ur
request, may be done electronically) n11hm three (3) business days afler any Product is
installed.
3. Term ; P aym en ts. The fi rst scheduled Payment (as spectfied in the a pplicab le
Schedule) ("Payment") will be due on the Effective Date o r such later date as we may
designate . The remaining Payments will be due on the same day of each subsequent
m onth , unless otherwise specified on the applicable Schedule. If any Payment or other
amount payable under any Schedule is not received wi thin ten (10) d ays of us due date,
you n~ll pay to us , in addition to that Payment, a one-time late charge of 5% o f the
overdue Payment (but in no event greater than the maximum amount allowed by
applicable Jaw ). You also agree to pay all shipp ing and de livery costs associated with
the ownership or usc o f the Product, whoch amounts may be oncluded in your Payment
or billed separately. You agree to pay $25.00 for each check returned for on su fficient
funds or for any other rea so n. You also agree that, except as set forth m Secti on 18
below. THIS IS AN UNCONDillONAL, NON-CANCELABLE AGREEMENT FOR
THE MINIMUM TERM rNDICATED ON ANY SCII EDULE TO THIS LEASE
AGREEMENT All Payments to us are ··net" and unconditional and are not s ubject to
set o ff. defense, counterclaim or reduction fo r any reason You agree that you wi ll
remit payments to us in the form of company checks (or personal checks in the case o f
sole proprietorships), d irect deb it or wi res onl y. Yo u also
agree that cash and cash equt valents arc not acceptable form s of payment for tho s Lease
Agreement or any Schedule and that you will not remit s uch forms of payment to us .
Paymen t in any other form may delay processing o r be retumed to you Furthermore,
only you or your authori ze d agent as approved by us will remit payments to us.
4. Prod u ct Location ; Use a n d Re pair. You wi ll keep and use the Product o nly at the
Product Location shown in the applicable Schedule. You will not mo'e the
Product from the location speci fi ed m the applicable Schedule or make any alterations.
additiOn s or replacements to the Product wi thout our prior nTnten consent , which
consent will not be unreasonabl y withheld At your own cost and expense. you wi ll keep
the Product eligi bl e for any Manufacturer's certification as to mamtenance and in
compliance with appl icable laws and in good conditio n, except for ordinary wear and
tear. You shall engage Ricoh . its s ubs odtaroes o r affi liates, or an mdependent third party
(the ·'Sen ocer") to provide maintenance and s upport servoces purs ua nt to a separate
agreeme nt for such purpose ("Mamtenance Agreement ") All alterations, additions o r
replacements will become part of the Product and our property at no cost or expense to
us We may mspect the Product at any reasonable time.
5. Taxes a nd Fees. In addnion to the payments un der th is Lease Agreem ent. you agree
to pay all taxes , assessments , fees and charges governm entally tmposed upon our
purchase. ownership, possession. leasing , re nting, operation, contro l or use of th e
Product. If we arc required to file and pay property tax, you agree, at our doscrct ion , to
eother: (a) reimburse us for all personal property and other stmilar taxes and
go,emmental charges assocoated wnh the ownership, possession or use of the Prod uct
when billed by the jurisdictions. or (b) remi t to us each bo lhng penod our estimate of the
pro-rated equivalent of s uch taxes and governmental charges. In the event th at the b ill ing
pcnod s ums on clude a separately stated estimate of personal property and other similar
taxes. you acknowledge and agree that s uch amount represents our estimate of s uch ta.xes
that will be payable with respect to the Product dunng the term of the applicable
Schedule As compensation for our mternal and external costs m the administration of
taxes rel ated to each unit of Product. you agree to pay us a "Property Tax Admin istra tive
Fee'' m an amount not to exceed the greater o f I 0% of the invooeed property tax amount
or S I 0 each time s uch tax is invoiced during the term of the applicable Schedule. not to
exceed the maximum amount permitted by apphcable law. The Propert y Tax
Admonostratove Fee, at our sole discretoon, may be increased by an amount not exceeding
I 0° o thereof for each sub sequent year durong the term of the apph cable Schedul e to
re Oect our mcreased cost of admonistrauon and we wi ll noufy you of any s uch in crease
by indo caung such increased amount in the relevant i nvoice or on such other manner as
we may deem appropriate. If we are requored to pay up front sales or use tax and yo u opt
to pay s uch tax over the lcrm of the lease and not as a lump sum at lease oncepuo n, then
you agree to pay us a "Sales Tax Admonistrative Fee" equal to 3.5°o of the total tax due
per year Sales and use ta,x, if applicable, wi ll be charged until a 'ahd sales and usc tax
exemption certifica te is provided to us.
MSTLSE MA 0 2 13 Ro coh® and the Rocoh Logo arc regostered trademark s of Rocoh Company. Lid Page I of 4
03 /23 /2 0 17 18:39 PM 2 146683 3
6. Wa rranties. We transfer to you. wuhout recou rse, for the term of each Schedule. any
wnncn warranties made by the Manufacturer or Software Supplier (as defined in
Section 10 of this Lease Agreement) IYllh respec t to the Product leased or rented
pursuant to s uch Schedu le. YOU ACKNOWLEDGE THAT YO U HAVE SELECrED
TilE PRODUCT BASED ON YOUR OWN JUDGMENT AND YO U IIEREBY
AFFIRMATIVELY DISCLAIM RELIANCE ON ANY ORAL REPRESENTATION
CONCE RNING THE PRODUCT MADE TO YOU . Howe1er . 1f )Ou enter mto a
Mamtenance Agreement wtth Se~¥1cer 111th respect to any ProducL no pr01 1s1on, clause
or paragraph of this Lease Agreement shall alter, restrict, d1m1ntsh or wal\c the nghts,
rcmed1es or benefits that }OU rna) ha1e agamst Serviccr under such Mamtenancc
Agreemen t WE MAKE NO WARRANTY. EX I>R ESS OR IMPLIED. AS TO ANY
MAlTER WHATSOEVER , INCLUDING , BUT NOT LIMITED TO, TilE IMPLIED
WARRANTIES OF MERCHA NTABILITY OR FITNE SS FOR A PARTICUL AR
PURPOSE AS TO US AND OUR ASS IGNEE, YOU LEASE OR RENT TilE
PRODUCT "AS-IS " The only warranucs , express or 1mplled. made to yo u are the
warranties (1fany) made by the Manufacturer and/or Servicer to )OU many documents ,
other than th1s Lease Agreement, executed by and between the Manufacturer and/or
Sen 1cer and you YOU AGREE Til AT. NOTWITHSTANDING ANYTIIING TO THE
CONTRARY. WE ARE NOT RESPONSIBLE FOR , AND YOU WILL NOT MAKE
ANY CLAIM AGA INST US FOR. ANY CONSEQUENTIAL, PECIAL. OR
INDIRECT DAMAGES .
7. Los or Da mage. You arc rcspons1ble for any th eft of, destruction of, or damage to
th e Product (co llectively. ''Loss") from any cause at all , whether or not insured, from
the time of Product delivery to you until 11 IS delivered to us at the end of the tern> of the
Schedule You are required to make all Payments even 1f there IS a Loss You must
notlf) us m "nting immediate!) of an y Loss Then, at our opuon. )OU w1ll either (a)
repatr the Product so that 11 IS m good condiuon and working order, cllg1blc for any
Manufacturer's centficat10n , (b) pa) us the amounts specified m Sect1on 12 below. or
(c) replace the Product IYlth equ1pment of like age and capacity from R1coh
8. In demnity, Liabili ty and Ins urance. (a) To the extent not proh1b1ted by applicable
la11 , you agree to indemnify us, defend us and hold us harml ess from all cla1ms aris in g
out of the death or bodi ly mjury of any person o r the damage. loss or destruction of any
tangtble property caused by or to the Product, except to the ex tent caused by our gross
negligence or willful misconduct (b) You agree to maintam msumnce to cover the
Product for all types of loss. mcludmg . IYlthout limitation. theft. m an amount not less
than the full replacement value and )OU mil name us as an additional msurcd and loss
pa)ee on your msurance poltc) In addttlon , you agree to mamtam comprehensive
public llab1llt) insurance, wh1ch, upon our request, shall be m an amount acceptable to
us and shall name us as an addtrtonal msured Such insurance 11111 pro1 1dc that we wi ll
be gl\cn thirty (30) days advance notice of any cancellation Upon our request, yo u
agree to prov1de us with evidence of such msurancc in a forn1 reasonably sa ti sfactory to
us If you fail to maintain such msurancc or to provide us w1th cv1dence of such
msurance , we may (bu t arc not obli gated to) obtain insurance in such amounts and
agamst such nsks as we deem necessary to protect our interest tn the Product. Such
msumnce obtamed by us w1ll not 1nsurc you agamst any cla1m, llab1llt) or loss related
to )Our mterest in the Product and may be cancell ed by us at any time You agree to
pa) us an additional amount each month to rc1mburse us for the msumnce prcm1um and
an admm1strati1e fee, on "htch we or our affiliates may earn a profit In the event of
loss or damage to the ProducL you agree to remain respons1ble for the Payment
obligations under this Lease Ag reement until the Payment obl1gat1ons arc fully satl sficd.
9. T it le; Recordi ng. We arc the owner of and will hold title to the Product (excep t for
any Software) You will keep the Product free of a ll lie ns and encumbrances. Exce pt as
reflected on any Sc hedule, you agree that this Lease Agreement IS a true lease.
llo11ever, 1f any Schedule is deemed to be mtcnded for securny. you hereby grant to us
a purchase mon ey sec urny mtcrcst m the Product covered by the applicable Schedule
(mcludmg any replacements. substnutlons. additions, attachments and proceeds) as
secunt) for the payment of the amounts under each Schedule You authonze us to file a
copy of th1s Lease Agreement and or any Schedule as a financmg statement, and you
agree to promptly execute and dell\er to us any financ1n g statements c01cnng the
Product that we may reasonabl y requtrc. prov1ded, however. that you hereby authorize
us to file any suc h fi na ncmg sta tement IYlthout your authentication to the extent
permmcd by applicable law.
10. oftware or Intang ibles. To the extent that the Produ ct mcludes So ftware. you
understand and agree that we ha1e no nght. ti tl e or interest m the Software, and you
w1ll comply throughout the term of th1s Lease Agreement 111th an) license and/or other
agreement ("Sofhvare L1cense") entered mto w1th the suppher of
the Software ("Software Supplier'') You are responsible for entcnng 1nto any Software
L1censc IYlth the Software Suppher no later than the Effective Date
II. Defau lt . Each of the follo wmg IS a "Default" under th1s Lease Agreement and all
Schedules (a ) you fail to pay any Pa)mcnt or any other amount w11h1n th1rty (30) days of
liS due date , (b) any repr esentati on or warranty made by you m th1s Lease Ag reemen t is
false or mcorrect and/or you do not perform any of your other obllgauons under th1s
Lease Agreement or any Schedule and or under any other agreement "1th us or 111th any
of our affiliates and thi s failure continues for th1rty (30) days after 11e ha1e notified you
of 11. (c) a petition is filed by or aga1nst )O U or any guarantor under any bankruptcy or
msollenc} law or a trustee, reccl\er or hqUtdator is appomted for )O U, any guara nt or or
an) substantial part of your assets . (d ) you or any guarantor makes an ass1gnmcnt for the
benefit of cred1to rs, (e) any guarantor d1es, stops doin g busmcss as a gomg concern or
transfers all or substantially all of such gua ranto r's assets . or (f) yo u stop domg business
as a gomg concern or transfer all or substanttally all of your assets
12 . Remedies. If a De fault occurs. we rna) do one or more of the follo111ng (a) we may
cancel or termmatc this Lease Agreement and/or any or all Schedules. and/or any or all
other agreements that we ha1e entered mto wnh you: (b) we rna) requtre you to
1mmedtatel) pay to us. as compensation for loss of our bargam and not as a penalty. a
su m equal to (1) all past due Payments and all other amounts then due and payable under
th1s Lease Agreement or any Schedule. and (ii) the present value of all unpa1d Payments
for the remainder of the term of each chcdulc plus the present value of our anticipated
value of the Product at the end of the m1t1al term of any Schedule (or any rene1va l of such
Schedule), eac h discounted at a rate eq ual to 3% per yea r to the date of default, and we
may charge you mtc rest on all amounts due us from the date of default until pa1d at the
rate of I 5° o per month . but m no e'ent more than the ma-x1mum rate perm1tted by
applleablc law We agree to apply the net proceeds (as specified belo11 m th1s Secllon) of
an) d1spos1t1on of the Product to the amounts that you owe us. (c) 11e rna) reqUire }OU to
dcll1er the Product to us as set forth m Sect10n 14: (d) we or our representative may
peaceful!) repossess th e Product 11 1thout court order and yo u '"II not make any cla ims
agamst us for damages or trespass or any othe r reason: (c) we rna) cxcrc1se any and all
other nght s or remedies available to a lender, secured party or lessor under the Uniform
Commerc1al Code ("UCC"), mcludmg , wnhout limitati on, th ose set forth m Artic le 2A
of the UCC. and at law or m cqu1 ty: (f) we may immediatel y tern> mate yo ur nght to usc
the Software mcluding the d1sabllng (on-site or by remote commumeatlon) of any
oftware. (g) we ma y demand the 1mmed1atc ret urn and obtam possessiOn of th e
oftware and re-ltce nse the Software at a publtc or pnvate sale. Ch) we may cause the
Software Supplier to terminate the Software L1cense, support and other serv1ces under
the Software L1cense, and/or (1) at our option, we may sell, re-lease. or othem1se d1spose
of the Product under such term s and cond1t1ons as may be acceptable to us in our
d1scrct1on You agree to pay all of our costs of enforcmg our nghts agamst you,
mcludmg reasonable attorneys' fees. and all costs relat ed to the sale or d1 spos1t10n of the
Product mcludmg , withou t ltm11at1 on. mc1dental damages expended m th e repossession,
repatr , preparauon, and advertisement for sale or lease or other d1spos1Uon of the
Product If 11e tak e posscss1on of the Product (or any Software, 1f applicable ), we may
sell or othem1se dispose of 11 111th or 111thout notice, at a public or pnvate d1sposttion .
and to appl y the net proceeds (after we ha'c deducted all costs, mcludmg reasonable
attorneys ' fees) to th e amounts that }OU 011e us You agree thaL 1f notice of sale 1s
reqUired b) la11 to be g.vcn. fi,c (5) days notice shal l conslllutc reasonable nottce . You
'"II remam respons ibl e for an) dcfic1enC) that is due after we ha'c applied any such net
proceeds
13. Own ership of P ro d uct; Assignment. YOU IIAVE NO RIGIIT TO SELL,
rRANSFER , ENCUMBER. SUBLET OR ASSIGN THE PRODUCT OR TillS LEA SE
AGREEMENT OR ANY SCHEDULE Will-lOUT OUR PRIOR WRilTEN CONSENT
C"h1ch consent sha ll not be unreasonably 111thheld ). You aj,'Tee that we may sell or
ass1gn all or a portion of our mterests m the Product and/or thts Lease Agreement or any
Schedule wnhou t noti ce to you e•en 1f less than all the Payments ha1e been ass1g ned.. In
that C\cnL the ass1gnee (the "Ass1gnce") 11111 have such nghts as we ass1gn to them but
none of our obligations (we w1ll keep those obligations) and the nghts of the Ass1gnee
'"II not be subJect to any cla1ms. defenses or setoffs that you ma) ha1e agamst us No
ass1gnment to an Assignee w1ll release R1coh from any obligations R1coh may ha ve to
you hereunder The Maint enance Agreement you have entered into 111th a Scrv1ccr lVIII
remam m full force and effect wnh Sen'lccr and \VIII not be affec ted by any such
ass1gnmcn t You acknowledge that th e Ass1gnec did not manufacture or design the
Product and that yo u ha' e selected the Manufacturer, Serv1cer and the Product based on
}Our 011n JUdgment.
MSTISE MA 02 13 Rt coh® and the Rtcoh Logo arc regtstercd trademarks of R•coh Company. Ltd Page 2 of 4
03 /23 /2 017 18:39 PM 2 1466833
U . Renewal; Ret urn of Prod uct. AFTER THE MINIM UM TERM OR ANY
EXTENSION OF ANY SCHEDULE TO THIS LEASE AGREEMENT. SUCH
SCHEDULE WILL AU TOMATICALLY RENEW ON A MONTI~-TO-M ON TII
BAS IS UNLESS EITH ER PARTY NOTU'!ES ·n IE OTHER IN WRITING AT LEAST
THIRTY (30) DAYS. BUT NOT MORE TII AN ONE HUNDRED TWENTY (120)
DAYS , PR IOR TO TilE EXPIRATI ON OF T HE MINIMUM TE RM OR
EXTENSION OF SUCH SC HEDULE : PROVIDED , HOWEVER, TI IAT AT ANY
TIME DURING AN Y MONTII-TO-MONTI I RENEWA L, WE HAV E THE RIGHT,
UPON TI~lRTY (30) DAYS NOTICE , TO DEMAND THAT YO U RETU RN T ilE
PRODUCT TO US IN ACCORDANCE WITH THE TERMS OF TH IS SECTION 14.
Notwith sta nd ing the fo regoin g, nothmg herein is intended to pr0~1de, nor sha ll be
interpreted as provid ing , (a) yo u with a lega ll y enfo rceab le opuon to ex tend or re new
the terms of this Lease Agreement or any Sched ule, or (b) us wi th a lega ll y enforceabl e
option to compel any such extension or renewal. At the end of or upon termi nation of
each Schedul e, you will immed iately return the Product subject to such expi red
Schedul e to us (or our designee), to the locati on des ignated by us, in as good cond it io n
as when yo u rece ived it, except for ordinary wear and tear . You will bear all shipping,
de-install ing , and crati ng expenses of the Product and will in sure th e Product for its full
replacement value during sh1ppin g. You must pa y addi tional mont hly Paymen ts at the
same rate as then in effect under a Schedule, until the Product is returned by yo u and is
rece ived m good condition and worki ng order by us or our designees No twi thstand in g
anything to th e contrary se t fonh in this Lease Agreement , the pan ics acknowle dge and
agree that we sha ll have no obli ga ti on to remove , del ete, preserve. mamta in or
othe rw1se sa feguard any in fo rm auon. 1mages or co ntent retained by or res 1dent m an y
Products leased by you here under, whether through a di gital storage device, hard drive
or other electroni c mcdiwn ("Data Management Services"). If desi red, you ma y engage
R1coh to perform Data Mana gement Services at then-prevatling ra tes . Yo u
acknowledge that you are respons1 bl e for ensurin g you r own complia nce with legal
requi rements in connection with data rete ntion and pr otecti on and that we do not
provi de legal adv ice or represent that th e Products will guarantee compliance with such
reqUirements. T he sel ec ti on , use and design of any Data Mana gement Services. and
any decismn s arisi ng with respect to the deleti on or stora ge of data, as well as the lo ss
of any data resulting th erefrom , shall be your sole and exclus1 ve respons1 b1hty.
IS. Miscell aneo us. It is the intent o f the pa n tes t hat this Lease Agreement a nd a ny
Schedule shall be deemed and constit ute a "fi nance lease" as defin ed under and
governed by Anicle 2A of the UCC . ORAL AG REEMENTS OR CO MMI TMEN TS
TO LOAN MONEY, EXTEND CRE DIT OR TO FORB EAR FR OM ENFO RC ING
REPAYMENT OF A DEBT INCLUD ING PROMISES TO EXTEND OR RENEW
SUCH DEB T ARE NOT ENFO RCEAB LE. YOU AGREE THAT TI IE TE RMS AND
CON DITIONS CONTAIN ED IN THIS LE ASE AGREEMENT AND IN EACH
SC HEDULE MAKE UP THE ENT IRE AGREEM ENT BETWEEN US REGA RD ING
Til E LEASING OR RE NTAL OF THE PRODUCT AND SUPERSEDE ALL PRI OR
WR I1TEN OR ORAL COMM UN ICATIONS. UNDERSTANDINGS OR
AG REEMENTS BETWEEN TH E PARTI ES RELATING TO TH E SUBJECT
MATTE R CONTA INED HEREIN , INCLUD ING , WITHO UT LIM ITATION .
PURCH ASE ORDERS . Any purchase order, or other ordering documents , wi ll not
modi fY or affect thi s Lea se Ag reement or any Schedul e, nor ha ve any other lega l effect
an d shall serve only the purpose of ident ifyi ng th e equipment ordered You au thorize us
to suppl y any mi ssi ng "configure to order" number ("CTO"), other eq ui pmen t
identi ficat ion num be rs (includ in g, without limitation, senal nu mbers ),
agree ment/sc hed ule ide nti fi cation numbers and/or dates in th is Lease Agreemen t or any
Schedule. You acknowledge th at you ha ve not bee n induced to enter Into this Lease
Agreement by any re presentation or warra nty not expressly set forth in th is Lease
Agreeme nt Neith er this Lease Agreement nor an y Sc hedule is bindin g on us unti l we
sign it Any change in any of the term s and co ndi tion s of this Lease Ag reement or any
Schedu le must be in writin g and signed by us . If we delay or fai l to enforce any of its
rights un der th is Lease Agreement wnh respect to any or all Schedu les, we will sti ll be
able to enforce th ose rights at a late r time All notices shall be given in wriung and sent
cnher (a) by cert ified mail or recogni1.ed overnigh t delivery serv1ce , postage prepa id ,
addressed to the party receiving the nouce at the add ress sho wn on the fr ont o f th is
Lease Agreeme nt, or (b) by facs 1mi le trans mi ssio n, with oral confirmation, to the
facsim ile number shown below such pa ny's s ignature on thi s Lease Agreeme nt. Either
pany may change its address or fac s1 mile number by giving wntten not1 ce of such
change to the other party. Nouces sha ll be e ffecti ve on the date sent Each of o ur
respecuve rights and ind em ni ties will survi ve the te nni nat ion of th1 s Lease Ag reement
and each Schedul e. If more than one customer has signed this Lease Agreem ent or an y
Sc hedule, each customer
agrees that its liabi lity is joint and seve ral. It is the express mtent of th e panics not to
v1olate any applicabl e usu ry laws or to exceed the max1 mum amount of time pri ce
d1fferenual or interest , as applicabl e, permi ll ed to be charged or collected by appl icabl e
law, and any such excess payment wi ll be applied to payments m th e order of maturity,
and any rem aming excess wi ll be refunded to you. We make no representation or
warranty of any ki nd, express or impl ied, wi th respect to the lega l, tax or accounti ng
trea tment of thi s Lease Ag reement and any Sc hedul e and you ackno\\ ledge th at we are
an md epe ndent contractor and not your fiducmry . Yo u w1ll obta m your own leg al , tax
and accounting advice related to th is Lease Agree ment or an y Schedul e and make your
own determination of the proper accountin g treatment o f thi s Lease Agreement or any
Sched ul e We may rece ive compensation fro m the Manufacturer or su ppli er of the
Product m ord er to en abl e us to redu ce the cost of lea si ng or rentmg the Product to you
under th1s Lease Agree ment or any Sc hed ule below wh at we oth em1 sc would charge. If
we received such com pe nsation, the reduct ion in th e cost of leasmg or rent ing the
Prod uct IS renected in th e Min imum Payment speci fi ed in the a ppl icable Schedule. You
auth orize us , our agent and/or our Ass ignee to obta in credit repons and mak e credi t
mqum es regardmg you and you r financl8 1 condit ion and to prov1de your information,
mcludmg payment hi story , to our Asstgnee and third panics havmg an economic interes t
m th1 s Lease Agree ment, an y Schedule or the Produ ct You ag ree to prov1de updated
annual and/or quarterl y finan cia l statements to us upon req uest
16. Gove rnin g Law; .Jurisdiction : Wa iver o f Tria l By Jury and Certai n Righ ts and
Remedies t ind er T he Uni fo rm Co mm ercia l Code. YOU AGREE TI IAT THIS
LEASE AG REEMENT AND ANY SC HEDULE WILL BE GOVERNED UN DER T HE
LAW FOR TI~E CO MMO NWEA LTH OF PENNSYLVANIA . YOU ALSO CONSEN T
TO T ilE VENUE AND NON-EXCLU SIVE JUR IS DICTION OF ANY COURT
LOCATE D lN EAC II OF TH E COMMON WEA LTH OF PENNSYLVAN IA AN D THE
STATE WHERE YOUR PRIN CIPAL PLAC E OF BUSINESS OR RESIDENCE IS
LOCATED TO RESOLV E AN Y CONFLICT UND ER TillS LEASE AGREEMENT.
THE PARTIES TO THIS LEA SE AGREEMENT EA CH WAI VE TH E RI GHT TO
TRIAL BY JURY IN THE EVENT OF A LA WSUIT. TO TiiE EXTENT PERM ITTED
BY AP PLICAB LE LAW , YO U WAIVE ANY AN D ALL RIGHTS AND REMEDIES
CO NFERRED UPON A CUSTOM ER OR LESSEE OY ARTICLE 2A OF Til E UCC
T II AT YOU MAY HAVE AGAINST US (BUT NOT AGAINST Til E
MANUFACTURER OF THE PRODUCT). TO HELP TH E GOVE RNM ENT FI GHT
THE FUNDING OF TE RR OR ISM AND MONEY LAUNDE RING ACTIVrllES,
FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTA IN,
VERIF Y AN D RE CORD INFORMATION THAT ID ENT IF IES EAC II PERSON WII O
OPENS AN ACC OUN T. WHAT TH IS MEANS FO R YO U: Wi lEN YOU OPEN AN
ACCOUNT, WE WILL ASK FOR YOUR NAME . AD DRESS AND OTI IER
INFORMATION THAT WILL ALLOW US TO IDEN TI FY YOU . WE MAY ASK TO
SEE IDENTIFYING DOCUMENTS
17. Cou nte rparts; Facsim iles. Each Schedul e may be e.<ecuted m co unterpans. Th e
counter pan which has our origi nal signatu re and/or is in our possession or control shall
constitute chattel paper as that tern1 is defi ned in the UC C and shall co nsti tute th e
origmal agreement for all purposes , mclud ing , without li m1tauon, (a) any hearing, trial
or proceeding wi th respect to such Sc hedule, and (b) an y determmauon as to whi ch
ve rsion of such Sc hedu le constitutes the si ngle true origi nal 1tem of chanel pape r under
the UCC If you sign and tran smit a Schedu le to us by facs 1mile or other elect ronic
transmissio n. th e fac si mi le or suc h elect ronic tra nsmi ssiO n of suc h Sc hedule, upon
execution by us (manuall y or electronica ll y, as applicable), sha ll be bmd ing upon the
pantes . You ag ree that th e facs1m1 le or othe r electronic tra ns mi ssion of a Sc hedule
co ntaimn g your fa cs imile or oth er electro nically tra nsmmed stgnature. wht ch is manually
or electroni call y signed by us , sh all consti tute the origi na l agreement for all purposes,
mclud ing , without li mitati on , those outli ned above in th is Section You agree to deli ver
to us upon our reques t th e count erpan of such Schedule containing yo ur ongmal manual
signature.
18. State and Lo ca l Gove rnm ent Provisions. If the Customer IS a State or pol iti ca l
s ubd iv tsion of a Stat e, as tho se terms are defined in Sect 1on I 03 of th e Int erna l Revenue
Code , the followi ng addi tio nal terms and conditions shall apply
(a) Essentia lit y. During th e term of th1 s Lease Ag ree ment and an y Schedu le, the Product
w1ll be used so lely for the purpose of performin g one or more govern mental or
propn etary functio ns consistent \\oth th e pe rm issi ble scope of your auth ority. You
represe nt and wa rrant th at the use of the Prod uct is essen t1al to performm g such
go,ernment al or propri etary fun ctions
MSTLSE MA 02 13 R1coh® and the R1coh Logo are registered trademarks of R1coh Company, Ltd Page 3 of 4
03 /23 /2 01 7 18 :39 PM 2 14668 33
(b) on-Appro priation o n-ubs titution. (i) If a ll of the followmg shall occur· (A)
your governmg body fail s to appropnatc sufficie nt monies 10 any fiscal period for
renta ls and other payments com10g due under a Schedule to th iS Lease Agreement in
the next succeeding fiscal penod for any equipment which w1ll perform serv1ces and
functions \\hich in whole or 10 pan are essentially the sam e sen 1ces and functi ons
performed by the Product covered b) any such Schedul e, (B) other funds are not
a' a1lable for such payments, and (C) the non-appropriation of funds d1d not res ult from
any act or fa1lure to ac t on )Our pan. then a "Non-Appropnauon" shall be deemed to
have occurred (ii) If a Non-Appropnauon occurs, then (A) )Ou must g1vc us
1mmed1ate nouce of such Non-Appropnauon and provide wntten nouce of such fail ure
by yo ur go,ernmg bod y at least s1xty (60) days prior to the end of th e then current fiscal
year or 1f Non-Appropri atiOn has not occurred by s uch date , 1mmcd1 atel y upon Non-
Appropnatlon, (B) no later than the la st day of th e fi scal year for "h1ch appropriations
\\Cre made for the rental due under any Schedule to thi s Lease Agreement (the ·'Return
Date"), )O U shall return to us all , but not less than all , of the Product CO\Cred by s uch
Schedule to th1 s Lease Agreement. at }Our sole expense. 10 accordance \\1th the terms
hereof. and (C) any Schedu le to th1 s Lease Agreement shall term10ate on the Return
Date \\1thout penalt> or expense to )OU and you shall not be obligated to pa) the rental s
be}Ond such fiscal year, provtded that (x ) you shall pay an) and all rentals a nd o th er
payments due up through the end of the last day of the fiscal )ear for whic h
appropnauons we re made and (y) yo u shall pay month-to-month rent at the rate set
fonh 10 any such Sc hedu le for each month o r pan th ereof that you fa1 l to return the
Product as requi red herein (111 ) Upon any s uch Non-Appropnauon , upon our request,
you \\111 prov1de, upon o ur request. an op1010n of independent counsel (who shall be
reasonably acceptable to us). 10 form reasonably accepta ble to us , confirm10g the Non-
Appropnauon and provid10g reasonably s uffic1ent proof of s uch Non-Appropnauon.
(c) Funding Inte nt. You represent and warrant to us that )OU presently mtend to
cont10ue th1s Lease Agreement and an) Schedule hereto for the enure term of such
Schedule and to pay all re nta ls relaung to such Schedul e and to do all thmgs law full y
\'1th10 your power to obta10 and ma10ta10 funds from which the rcnmls and all other
payments 0\'1ng under such Schedule may be
made l'he pantes acknowledge that appropnation for rentals 1s a governmental function
to \\h1ch you canno t contra ct uall y commit yo urself in advance and thi S Lease Agreement
shall not constitute s uch a commitment To the extent permitted by law. the person or
cntlt} 10 charge of preparing your budget w1ll include 10 the budget request fo r each
fiscal )ear dunng the te rm of each Schedule, respectively, to th1s Lease Agreement an
amount equal to the rentals (to be used for s uch rentals) to become due 10 such fi scal
}ear. and w1ll use all reasonabl e and Ia" ful means ava1 lable to secure the appropnation
of mone) for s uch fi scal year sufficient to pa) all rental s com10g due dur10g such fiscal
}Car
(d) Authority a nd Autho r iza t ion. (I) Yo u represent and warrant to us that (A) yo u arc
a State or pohucal subdiv1sion of a State. as those terms are defined 10 Section I 03 oft he
Internal Revenue C ode: (B ) you have th e power a nd authOflt) to enter mto th1s Lease
Agreement and all Schedu les to th1 s Lease Agreement; (C) th1 s Lease Agreement and all
Schedules to this Lease Agreement have been duly authon zed. execu ted a nd deli vered by
)OU and constnute vahd, legal and b10d10g a greemenl(s) enforceable aga10st you 10
accordance Mth thei r term s: and (D) no funher appro' al. consent or "1thholding of
obJections IS required from an) governmen tal authont} \'1th respect to th1 s Lease
Ag ree ment or any Schedule to th1s Lease Agreement. (11 ) If and to the extent requ1rcd b>
us. )OU a gree to proVld e us \\1 th an op1010n of 10dependcnt counsel (who shall be
rea so nabl y acceptable to us) confirmmg the foregoi ng a nd other related matters, 10 forrn
and substance acce pmbl e to us (Ill ) You agree to take all requtred acuons and to fi le all
necessary forrns , mcluding IR S Forms 8038-G or 8038-G C, as applicab le. to preserve the
tax exempt status of th is Lease Agreement and all Schedules thereto (1v) You agree to
pro' 1de us \\oth any other documents that \\~ may reasonably request 10 connection 1'1th
the forego10g and th1 s Lease Agreement
(c) Assignment. You agree to acl no\\ledge any assignment to the Ass1gnee in wri tin g.
1f so requested , and , 1f apphcablc, to keep a complete and accurate record of all such
ass1gnments 10 a manner that comphes \\1th Sec11on 149(a) of the Internal Revenue Code
and the regulations pro mulgated thereunder
IN \\'ITNESS WI IEREOF. the pantes ha\e executed this Lease Agreement as of the dates set fonh belo"
Til E PERSON S IGNING Til lS LEASE AGREEM ENT O N II E II ALF' OF T il E CUSTOMER Rt:PRESE,,TS THAT ti E/S U E HAS T il t:: AUTII ORrt'V TO 0 0 SO.
CUSTOMER Accepted by: RIC OH USA , I NC.
~X ~
Autlron=ed Srgncr S1Rnature
Pnntcd Name:
Title -----------Date
Facs1m1 le Number.--------------
M lLSE M A 02 tJ
0 3/23 /2017 18 :39 PM
Allllwn:ed Stgne r Stgnature
Pnntcd Name
T1 tl e -----------Date
l·acs 1m1le Number
R•toh~ and the R•coh Logo arc regiSlercd tnldcmarks of R1coh Company,ltd
2 1466833
Pagc4 of4
,--------------------------·-
ATTACHMENT F
RICOH
MASTER MAINTENANCE & SALE AGREEMENT
C USTOMER I NFORMAT ION
Full Legal Name C ITY OF TEM PL E C ITY
A ddress 970 I LAS T UN AS DR
C ity TEMPLE CITY 9 1780-2249
TI1i s Master Maintenance & S al e Agree ment ('"Agr eement'") sets fo rth th e specific tern1s and condi t ions u nder whi ch Ri coh USA . Inc. (""Ricoh") ag rees to sell
th e specifi c equipm ent , software , and/or hardware (''Products'') and/or provide the servi ces ("S ervices") ident ified o n an Order (defined below). In o rder to
o bt ain Pro du cts and/o r Services from Rico h h ere under, C usto mer will e ither: (i) execute an o rd er forn1 (in a fo rm to be provi ded and executed by Ricoh )
re ferenc ing tl11 S Agreement; o r (ii) issue a purchase orde r to Ri coh (each, an "Order''). Ei ther party ma y termin ate thi s Agreem ent at any t im e u pon prior
wr itt en not ice to the o th er. Tern1ination of thi s Agreement sh all no t, however, alte r or o th erwise modify tl1 e r ights o r obli gat ions of th e parties with re s pect to
a ny O rder pl aced and accepted prior to s uch termin atio n. Each Order is separately enfo rceabl e as a co mpl e te and independent bind in g agree ment, independent
of all othe r Orders , i f any.
Term s applicable to Service transactions only:
I . Services . (a) Each Order for Services must ide nt ify the s pecifi c Services to be pe rfo rmed , including. i f appl icable, the eq ui pment to be serviced
(the "Serviced Produ cts"), the Term (defi ne d in Se ction 3) of th e Service engagement, the locati o n at which Services sha ll be perfo rn1ed and the a ppli cable
Service C h arges (defined in Sect io n 4) fo r s uc h Order. Rico h w ill no t be responsible to provi de Services fo r Serviced Products in the event the Term and
location(s) are not id entified on t he Orde r accepted by Ricoh .
(b) Fo r mainte nance and re pair Services, Ri co h will re pair or re pl ace in accordan ce with th e tern1s and condit io ns of thi s Agreement and the
manufacturer's spec ifi cat io ns. any pan o f the Serviced Pro ducts that becomes un serviceable due to no rn1 al usage (other than cons umabl e suppli es).
Re placement parts w ill be furn is hed on a n exc han ge basis and will be ne w, re conditi oned or used. All parts remo ved due to replacement will become the
property o f Rico h.
(c) The maintenanc e and repair Services provid e d by Ri co h unde r an Order wi ll not include th e fo llowi ng: (i) re pa irs res ultin g from mi suse
(including w itho ut limitation improper voltage o r the use o f s upplies th at do no t co nfo rm to th e man ufacturer's s pec ifi cations ) o r th e fa ilure to provide, or the
fa ilure of, adequate electrical po wer, air conditioning or hu mi d ity co ntro l; (ii ) repa irs made necess ary by ser vice performed by persons other than Ri co h
representatives ; (iii) unless covered under an extended hour servi ce contract. servi ce cal ls o r work whi ch Cus tomer reque sts to be perforn1ed o ut s ide o f
Norm al Bus iness Ho urs (d e fi ned below) and Service call s o r work whic h C us tome r requests to be perforn1 ed on Rico h Ho lidays (defined below); (iv)
re m ovable casse tte, copy cabi net, ex it tray s, or any item no t re late d to tl1 e mech an ical or electrical o peration of the Servi ced Products; (v ) consumable
suppli es s uch as paper, staples, clear Lo ner and wh ite toner, unless expressly provid ed fo r in th e appl icable O rder ; (vi ) repairs. service call s an d/or
connect ivity o f attachments not purchased fro m Ri coh: (v ii) any so fl ware , system support o r re lated co nnectivity un less s pecifi ed in writi ng by Ri coh; (viii)
parts no longer availa bl e from the applicabl e manu fa cturer: (ix) e lect ri cal work external to the Serviced Pro ducts, including problem s result ing fi'om
overloaded o r impro per circ uits; (x) in stall ati o n or de -in stallation an d/or movement of the Servi ced Products fi'o m o ne locat io n to anoth er un less s pe cified
in writ in g by Rico h : (x i) repairs o f dan1age or increase in service tim e caused by fo rce maje ure events ; (x ii ) recondit ioning and sim il ar m ajor overhaul s
of Service d Products ; (xii i) any obl igatio n to remove, d elete, preserve, main tain or otherwi se safeguard any in formation, im ages or content retained by or
resident in any Serviced Products , w hether through a d ig ital storage device, hard drive or othe r electroni c m edium ("'Data Manage m ent Service s"), un less
C ustomer engage s Ricoh to perform such Data Management Services a t then-prevai ling rates purs uant to an Order for such purpo se: and (x iv ) e ng ineering
changes whi ch provide addi t io nal capabili ties to the Rico h Equi pment (de fi ned in Sect io n 13) covered herein un less m ade at Customer's requ est an d
paid at Ri coh's a pplicable t ime and material rates then in effect. Damage to Serviced Products or parts ari si ng fro m causes beyond the contro l of Ri coh are
no t covered by this Agreem en t. Ri co h may tern1 inate its Service obl ig ations un der any O rd er fo r Serviced Prod ucts t hat h ave been mo d ified, damaged,
al tered o r serviced by perso nnel o tl1 er tlmn tl1 ose employed by Ri coh.
2 . Se rvice C all s . Unl ess otherwise speci fied in an O rder, servi ce calls will be m ade during 9 :00am -5 :00 pm local service time, Mon day through
Frida y ("Norn1al Business Ho urs'') at the in s tallati on address shown o n the appli cable O rder. Se rvice d ocs not include coverage on Ri coh ho lidays, wh ich
include New Year's Da y, Memorial Day, 4'h o f July , Labor Day, Thanksg ivin g , the day a fte r Thank sgiving and Christmas Day (coll ecti vely , "Ricoh
Hol id ays''). Travel and l abor-time fo r th e service calls a fter Norm al Bus in ess I lo urs , on weekends and on Ri co h l lol idays , i f and when a vai labl e and o nl y in
the event and to the extent that Ricoh agrees to pro vide s uch non-standa rd coverage , will be charged at overt ime rates in e ffect at th e tin1e the service call is
made. While o n-s ite at any Customer location, Ri coh personne l sh all co mpl y with C usto mer 's reasonab le po licies pe rtaining to access, security and use of
C ustom er s ites and systems , provided that such po li cies are provided t o Rico h in advance and i n writing and do no t con fl ict with the terms and co nd it ion s o f
thi s Agreement.
3 . Term; Earlv Termination . Each O rder shall become effe cti ve o n t he date tl1at Ricoh accepts the Order, and shall continue for the term id ent ified
in th e Order. A t t he ex piratio n of t he term identi fi ed in the O rder, it will auto mati call y renew fo r s ucces s ive twelve ( 12 ) m onth periods unless notice o f
te rm inat ion as s pecified below is g iven. The durat io n of the init ial term and any extens io n or renewal th e re to a re coll ectively referred to as the "T erm."
Customer m ay terminate any Order under this Agreement fo r conveni ence prior to ex piration of its Term so long as C usto mer is no t th en in default and
pro vides Ricoh at le ast thirty (30) days pri or wri tten noti ce. Ri coh m ay te rminate any Order under thi s Agreement fo r convenience p ri or to expiratio n of its
Te rn1 so long as Ri coh is not then in default and provides Customer at least sixty (60) days prior written no t ice . Shoul d Customer elect to tern1in ate an O rder
for conve nience th at has a T e rn1 o f at least th irty-sLx (3 6) mo ntl1 s, C ustomer s hall pay to Ri co h, as l iquidated dam ages and not as a pe na lt y, an early
tcrn1in ation fee in accordance with the fo ll ow in g ("Tem1inat ion Fee''): (i ) if the te rminat ion occ urs in mo nths o ne (I ) tltro ug h twel ve ( 12 ) of the Tenn. a n
an1ou nt equal to twel ve ( 12) ti mes the Mo nthl y Servi ce Charge (as defined be low): (ii ) if th e te rmina tio n occurs in mo nt hs thirteen ( 13) through twenty-fo ur
(24) of the Tern1 , an an1 oun t equal to nin e (9) times the Mo nthly Service C harge: and (iii) if the te rn1inat ion occurs anytime after the twenty-fo urth (24'h)
m onth of th e Term, an amount equal to th e lesse r of six (6) ti mes the Mo nthly Service C harge o r th e n umbe r of month s remaining un der the th en cu rre nt Term
o f such O rder. For an Order havin g a Te rn1 o f less than thirty-s ix (36) mo nths, t he Tern1i nati o n Fee shall be e qual to the lesser of six (6) ti m es the Mon thl y
Servi ce C harge or the num ber of m onths remain ing under th e Term o f s uc h O rder. For th e purposes herein. th e "Monthl y Service Charge " shall equal (i) th e
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MMSA 05 16
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2 1466833
R.J coh~ and the R1 coh Logo are regiSte red trademark s of R1coh Company. Ltd J>agc I of 4
base montld y Service Charge set fo rth in the Order : o r (i i) in the event the Order does not contain a base monthl y Service Ch arge, the average month ly O rder
c harges fo r the six (6 ) month period pri or to th e date o f Cus tomer 's termi nat io n. If s uch terminati on date occurs less than six (6) m onth s after the e ffective
date of the Ord er, th e Mo nthl y Ser vice C harge will be equal to th e average monthl y O rder charges for the number of m o nths th e Order was in effect.
4 . Service C harges. (a) Service ch arges ( .. Service Charges'') wi ll be s et fonh on an Order. Service C harges will not include any charges fo r re pa irs or
Service that are otherwi se covere d by th e a pplicable manufact urer's limited warranty during the peri od covered by any s uch warranty, to the e>.:te nt Ri coh has
agreed with such m anufacture r not to charge a cus tomer for any s uc h charges . C us tome r acknowledges and agrees th at : (i) alterations, attac hments,
s pe ci fication changes , or use b y C us to mer of sub-standard supplies th at cause excessive service call s m ay require an in c re ase i n Service Charges : (ii) th e
trans fer of the Serviced Products !Tom the locat io n indi cated on t he appli cable Order may re s ult in an inc rease o f Service C harges or the terminat ion of t he
O rder: and (ii i) to the extent th at C ust ome r requests that Rico h registers with a third-part y ven dor pre qual ifi cati on s ervice and Ri coh a grees to register,
Custo me r will be c harged for Ricoh 's reg istratio n and any o ther related fee s fo r registerin g with s uc h service and thi s Agreem ent shall be the o nl y terms and
con di ti ons to govern suc h regi strat ion and service. C ustomer s ha ll be respon si ble fo r any cos ts related to freight (in c luding fuel surcharges . which m ay be
imposed fro m time to t ime). post age/mai ling ex pense (meter renta ls) and/or admi ni strative and processing fees a nd. to the extent R icoh pays s uch costs,
C us to mer s ha ll immediately reimb urse Ri coh.
(b) Unl ess otherwi se specified in an Order, Service C harges are based o n standard 8.5x I I im ages . Ri coh reserves the ri ght to assess additional
images charges fo r no n-standard im ages, inclu ding ll x 17 images. Custom er acknowledges that pri ci ng is based on the prevailing rates at the tim e o f th e
Order. Unless otherwi se expres sly agreed to in writin g , i f the Tenn o f the Order exceeds twelve ( 12) m onth s, the Service C h arge s and any rate expressly set
fo nh in the O rder may be in creased by Ri coh u p to fift een percent ( 15 %) of the then -c urrent Service Charges and ra tes a nnuall y for each year beyond the ini t ial
twelve ( 12) month period. and C us to mer ex press ly consents to s uc h adjustment without additional no t ice.
5. Use of R eco mm ended S upplies; Meter Re adi ng s . (a) It is no t a conditi o n of thi s Agre e ment that C usto mer use only Ri coh-provided suppl ies. If
Custo mer uses o th er than m an ufac tur er-recom me nded supplies , includin g pape r, developer, to ner, and fuse r oil, and i f s uc h suppli es are defect ive or not
acceptable fo r use on th e Serviced Products or cause abno rn1ally freq uent service calls o r servi ce problem s , th en Ricoh may , at its o ptio n, assess a s urcharge
o r te rminate the applicable Order wit h respect to s uc h Serviced Products . If so terminated, C us to mer will be o ffered Service on a .. per call'' basis at Ricoh 's
then-preva iling time and material rates. If Ri coh determines that C usto mer ha used more Ricoh-provided suppli es than t he manufact urer's re comm ended
s pecificatio ns , then Custo mer will pay reasonable charges fo r those excess s uppli es and/or Ri coh m ay refu se Cust omer additional s uppl y s hipments .
(b) C usto mer is required to prov ide Ricoh actual and accurate meter readin gs in accordan ce w ith the billing schedule set fo nh on an O rder. Ricoh
may , at its discreti o n and depen den t upon Serviced Prod uc t capabilities, co ll ect rem ote m eter read ings and utilize equipment monito ring se rvices using
aut o mati c m eter reading solut ions ( .. AMR"). T hi s may a ll ow fo r auto mated me ter reading and submission , autom atic placement of low ton er ale n s , autom at ic
placement of service call s in the even t of a critical Serviced Product fa ilu re and may enable firmware upg rades . The me te r count and o th er information
coll ected by AMR ( .. Data .. ) is sent via the in ternet to re mote serve rs some of wh ich m ay be located outside th e U.S. AMR ca nnot and docs not coll ect
C ustome r document content. Ricoh uses reason a bl y ava il able te c hn o logy to main tain th e security of th e Data: however , C us to mer acknowledges that no o ne
can guaranty securit y of info rmat io n maint ained o n compute rs and o n th e inte rn et. Rico h retain s full ri ghts to the Data (but no t C us to mer doc uments or
inforn1ation), wh ich it o r its author ized third parties may use to serv ice th e Serviced Products . Ri coh may also use th e Data for its no nnal bus iness purposes
in c luding product de velopm ent and marke tin g resear ch. however, the Data w ill no t be provid ed t o any n on-Ricoh third party in a form th at pers onall y
id entifies the C usto m er. Ricoh may dis pose of the Data at any ti m e and witho ut no ti ce. AMR techno logy is the co nfidential and propri etary in format io n of
Rico h and/o r its licensors protected by copyrig ht , trade secret and o ther laws and treaties. Rico h retains full title. o wners hip and all intell ectual propcn y ri ghts
in and to AMR.
(c) If an act ual and accurate meter readin g is no t s upplied to Ri coh in accordance with th e billing sch ed ul e set fonh on an Orde r. Ricoh m ay
calc ula te an e sti mated meter reading fro m previ ous m eter readi ngs and C ustomer agrees to pay Service Charges based on such c alculated estimate.
Appro priate adjustm ellls will be made by Ricoh in a subsequen t bill in g cycle fo ll owm g C ustom er provid in g actua l and acc urate meter readings. If Ri co h
contacts C usto m er to obtain a m eter read in g , then R icoh may assess an adm ini strative fee in an am ount equal to fiftee n do ll ars ($15 .00 ) per m eter reading
collected per billing period fo r the t ime and expen se as sociated wit h m eter co ll ect io n act iv ity in addi t ion to th e Service C harges. If Ricoh visi ts C ustom er
locatio n to obtain a mete r reading. Ri co h m ay assess a fee according to the ho url y serv1ce cha rge ra te .
6. Connect ivitY a nd Professional Services. C ustom er m ay acq uire connecti vity, IT and professional services !To m Ri coh ( .. Professional Services")
by executing and d eli vering to Ricoh an Order setting fo rth the s peci fi c services to be provided. Ri coh shall provide the Pro fessional Services at Customer's
location(s) or o n a remote bas is as set fort h in th e Order. Custo m er sh all pro vide Ricoh with such access to its facil ities , networks and systems as may be
reasonably necessary fo r Ricoh to perforn1 th e Professiona l Services. C us tomer acknowledges that Ri coh 's performan ce of the Professional Service s is
dependent upon C ustomer's tim ely an d effective performance of its re s pons ibil it ies as set fo rth in the Order. Est im a te d delivery and/o r servi ce schedul es
con tain ed in any Order a re non-bind in g estim ates. Intellectu al propeny ri g hts , i f any. ari sing from t he Pro fe ssio n al Servi ces provided under any Ord er sh all
remain the propeny of Ricoh . Unless con nec tivi ty Services arc specificall y id entifi ed in th e O rder as part of the Services to be performed by Ri coh , Ri coh
shall have no o bligation to perforn1 an d no res ponsibility for the cmmecti on of any hardware o r so ftware to any C usto mer network or system .
7. C ustomer O bligati o ns . Custo mer agrees to provide a pro per pla ce fo r the use of th e Serviced l>ro ducts, including but not l imited to, electric
service, as spec ified by the manu facturer. Custo mer will provi de adequate facilities (at no c har ge) for use by Ri coh representati ves in connection wit h the
Service of the Serviced Products hereunder within a reasonable di s ta nce o f the Serviced Products . Customer agrees to provide s uch access to its fac ilities ,
network s and syste ms as m ay be rea sonabl y necessary fo r Rico h to perfo rm its Services, in c luding bu t no t l imited to .. 360 degree·· servi ce access to the
Serviced Pro ducts. Customer w ill provide a ke y o perator for t he Serviced Products and wi ll make operato rs ava ilable for in struction in usc and care of the
Serviced Products. Unless otherwise agreed upon b y Ri coh in writing o r des ign ated in th e a p pli cable Order. all s upplies fo r use with the Serviced Products
wi ll be provided by C ustome r and w ill be ava il able .. on s ite .. fo r servicing. Customer agrees that (i) an y eq uipment not serviced by Ri co h which utili zes
identical suppl ies to the Serviced Products must be covere d un der a separate inclusi ve non-R ico h service prog ram: and (ii) a ny Serviced Products under one
Ricoh Service Level may not utiliz e an y supp l ies pro vided to other Servi ced Products w ith a diffe ren t Ricoh Service Level (i.e ., no s harin g of suppli es ac ross
different Ricoh Service Leve ls).
8 . Insurance . Eac h pany cen ifies that it mainta ins. thro ug h self-ins urance or otherwise, rea so nable amo unts o f general l iabi li t y, auto and personal
property in s urance , and work ers' com pensation insurance in the amount required by law, and t hat s uch in surance will remain in effect duri ng the Term of an
O rder . S uch in surance shall be primary an d non-contributory. Limits provided may not be construed to li mit liability . General liability in surance sha ll in clu de
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R1coh~ and the Rt coh Lo go are reg1stered tradema rk s of R1coh Company, Ltd Page 2 of4
th e other party as an additional insu red and co ntain no exclu sions lor cross li ability be tween in sureds . Upo n reque st. each party agrees to del iver the other
party evidence of such ins uran ce coverage. Failure to mai nt ain adequa te in s uran ce does no t rel ieve li abil ity under thi s Ag reement .
9. Indemnifica ti on. Each party ("Inde mnifY in g Party"") sha ll inde mni ty , defend and hold harmless th e oth er (""Indemnified Pa rty"") fro m all third-
part y cla ims inc urred by the Inde mnified Party arising ou t o f the death or bodi ly injury o f an y age nt , em pl oyee , or busi ne ss invite e of th e Ind emnified Party,
or th e damage, los s, or des tru cti on of any tan gible property of the Inde mnifi ed Party to the e xtent pro ximatel y ca us ed by th e negligent acts or omissions or
wi llful mi sconduct of the Indemn i fy in g Party, its employees , or agents. With out int end ing to crea te any limitation relating to th e surviva l of any oth er
provi s ions o f thi s Ag reement. Rico h and Customer agree that the terms of thi s paragraph shall s urvi ve the expi ration or earli er terminat ion of this Agree ment.
Each party s hall promptl y noti fY th e other in the event of the threat or init ia ti on of any claim, demand, action or proceed ing to whi ch the inde mni fi cation
o bligati ons set forth in thi s Secti on ma y app ly.
T e rms applicable to Produ ct sa le transa ction s only:
10. Order; Delive rv a nd Acceptance . Eac h Order for Prod ucts mu st identify the Produc ts . th e Produ ct delivery locat ion and the appl ica ble Produ ct
charges. Rico h w ill not be o bli gated to se ll or del ive r Produ cts where such information is no t provid ed in th e app licab le O rd er. Cus tom er shall be res po nsib le
for all installati on , transportation and ri gg in g e xpenses . C us tomer agrees to con firn1 de livery of all Produc ts cove red by each Order when the san1c is del ivered
by s igning a deli ve ry and acceptance cert ifi cate or written delive ry ackn ow ledgeme nt. Paymen t for accepted purchased Produ cts will be du e and payable in
acco rd ance wit h th is Agreement and sha ll not be co ntin gent on insta ll at ion of so ft ware or performance o f Pro fes s iona l Services . Orders s hall not be
cancelable by C us tomer fo ll o,vi ng acce ptance by Ri coh . Rico h rese rves th e right to mak e Produ ct delive ries in in stallments. All such in sta llm ents s hall be
separately in vo iced and paid for when du e, with out regard to subsequ ent deli verie s. Delay in delivery of an y in stallment shall no t relie ve Customer of it s
o bli gation to acce pt remai nin g ins tallments and remit pa yme nts as in vo iced by Ricoh . Rico h reserves the righ t at an y tim e to revoke an y cred it ex tend ed to
Customer be cause o f C ustomer's fa ilure to pay for an y Products when du e or for an y oth er cred it reasQn.
I I. T itle; Ri s k of Loss . Unless oth erwi se agreed upon by both pa rt ies in writ ing, Products are deem ed de live red and titl e pas ses to C ustomer: (i) up on
delivery by Ricoh to common ca rri er; or (ii ) in th e case o f an arra nged delivery by a loca l Ricoh installati on ve hicl e, up on delivery by such ve hi cle to
Cus tome r s hippin g point . Upon delivery in either cas e, Cus tomer assume s all ri sk of the ft, loss or damage to the Product s, no matter how occasioned .
12 . Returns; Damaged Products . No Prod ucts may be retume d without Ri coh"s pr ior written consent. Only con suma bl e goods in vo iced within s ixty
(60) days will be considered fo r return . On auth orized re turns, C usto mer agrees to pay a restocking charge equivale nt to thirty percent (30%) of the pu rchase
pri ce. Produc ts return ed with out wTitle n aut horizat ion fr om Rico h may no t be accepte d by Ricoh and is the sole respons ibi lity o f Cust omer. All non saleablc
merchandi se (that has bee n opened or partiall y used) will be deducted from any credit due to Cus tomer. All clai ms fo r damaged Prod ucts or delay in del ivery
s hall be dee med wa ived un less made in writ in g and de livered to Ri co h within fi ve (5) days aft er receip t of Produ cts .
Terms appli ca bl e to a ll transactions:
13. Warranty. Rico h agrees to perforn1 its Services in a pro fessional mann er, consi stent with appl icab le ind ustry standards . Ricoh will re-perform any
Services not in compli ance with th is warran ty and brough t to Ricoh 's attent ion in wr it ing withi n a rea sonable tim e, but in no event more than thirty (30) days
after such Serv ice s are pe r fo rm ed, which sha ll be an excl us ive remed y for s uc h non-complian ce . Fo r any Pro du cts manufa ctured by Ri coh (""Ri coh
Equipm ent"'), Ric oh furth er warrants t hat , at the tim e of del ivery and for a perio d of ninety (90) days thereafter th e Rico h Equip men t \viii be in good wo rking
order and wi ll be free fr om any defects in mat eri al and workmans hip. Ricoh"s o bliga tio ns under thi s warranty arc limited so lely to the repair or replacement
(at Rico h's o pti on) of parts proven to be defective upon ins pection . Th e foregoing warran ty shall not appl y if (a) th e Ric oh Equipm ent is in sta ll ed, wired ,
mod ified , altered, moved or serviced by anyo ne oth er th an Ri co h, (b) th e Ri coh Equipment is in s tall ed, sto red an d util ized and/or mainta in ed in a man ner not
consis te nt w ith Ri co h specifi ca ti ons , (c) a defective or im proper non-R ico h accessory or s upply or part is attached to or used in the Ri coh Equipment, or (d)
the Rico h Equi pment is relocated to any place where Ricoh se rvice s are not avai lable . CUSTOM ER AC KNO WL EDGES T IIAT T HE LIMI TED
WA RRA NTY CONTArN ED HEREIN DOE S NOT ASSURE UN INTERRUPT ED OPERAT ION AND USE OF T HE RI CO H EQU IP MENT. In conn ecti on
with an y oth er Produ ct sale. Ri co h shall trans fer to Customer any Prod uct warrant ies made by th e appli cab le Produ ct manufacturer. to the extent trans ferable
and witho ut recours e, and Ri co h makes no addit ional warra nty or guaranty wi th respect to any s uch third-part y Produ cts. Physica l or electronic copi es of any
a ppli cable Product warranty will be de livered by Ricoh to Customer only up on C usto mer 's speci fic written request. Cus tomer ag rees to co mp ly with any
app licab le li ce nse agreement or lice nse tern1 s relat in g to intangibl e pro pert y or associated servi ces in cl ud ed in an y Servi ced Produ cts or Produ cts, s uch as
so ftware li ce nses and/or prepaid data base s ubsc ript ion ri ghts c··so ftwa re Li cense""). wheth er pursuan t lO w ritt en, cl ick-through, s hr ink-wrap or ot her
agreements fo r s uch purp ose, with the li censor of the so ftwa re (""So ftwar e Su ppli er""). Ricoh ha s no right , ti tle or intere st in any third-party so ftw are . Customer
is so lel y re spons ibl e fo r ente ring in to So ftware License s with th e appli cabl e So ftware Supp lier an d ackn ow ledges that its right s and obl iga ti o ns with res pect to
such software as well as those of the So ftwar e Suppli e r are so lely as set forth in s uch So ft wa re Li ce nses . EXCEPT AS EXP RE SSLY SET FO RTH IN T illS
AGREEMEN T, RICO H DIS CLA IM S ALL WA RRAN TI ES AND REPRES ENTAT IONS, EXPRESS OR IMP LIED , OF ANY NA T URE WHATSOEV ER,
INC LUD ING BUT NOT LIM ITED TO, ANY IMPLIE D WARRANTI ES OF MERC II ANTABILI TY, FI TNESS FOR USE , O R FITNESS FOR A
PART ICU LAR PURPOSE .
14. Limitatio ns . IN NO EVENT S HALL EIT HER PARTY BE LI ABLE TO T ilE OTH ER PARTY FO R CONSEQUENTIAL, INC ID ENTAL ,
PUN ITI VE OR INDIREC T DAMAGES, EVEN IF SUC H PA RTY HA S BEEN ADVISED OF T i lE POSS IBILITY OF SUCII DAMAGES . EXC EPT FOR
CUSTOME R'S PAYM EN T OBLIGAT ION S HER EIN AN D AN Y LIABILI TY RESU LTING FROM Ti lE INDEMN IFICATION O BLI GAT IO NS SET
FORTH IN SECTION 9 HEREIN , TilE AMO UNT OF ANY DIRECT LI AB ILITY OF A PARTY TO Til E OTII ER O R ANY Tl II RD-PARTY, FO R ONE
OR MORE CLA IM S AR ISING FROM OR RE LAT ING TO THI S AGREEMENT, SHALL NOT EXC EED , IN Til E AGG REGATE. Ti lE AMOUNT PAID
TO RJ COH FOR TH E PERFORMANCE OF SERVIC ES UNDE R T HIS AGREEMENT DURI NG Ti lE S IX-MONT I I PE RI OD PRECED ING T ilE DA TE
ON WHI CH T HE CLA IM AROSE. IN NO EVENT SHAL L RICO H BE LIA BLE TO CUS TOM ER FOR ANY DAMA GES RESULT ING FR OM OR
RELATE D TO ANY FA ILUR E OF ANY SOFTWARE PROVI DED II EREUNDER. INCLU DI NG , BU T NOT LIMITED TO, LOSS OF DA TA , OR
DELAY OF DELIVE RY OF S ERVI CES UN DER TillS AG REE ME NT. RI CO ! I ASSU MES NO O BLI GATION TO PROV ID E OR INS TALL ANY
ANTI-V IR US OR S IMI LAR SOFTWARE AND TH E SCOPE OF SERVICES CONTE MP LATED II EREBY DO ES NOT INCLU DE ANY SUC H
SERV ICES .
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15. Pavment; Taxes. Payment terms are net te n (I 0) days. If invoices arc unpaid and overdue, C ustome r agree s to pay Ricoh a late charge o f one and
one-half percent ( 1.5%) per mon th on any unpaid amo unts or the maximum all owed by law, whi chever is less , and in addit ion s hall pay Rico h all cos ts and
expenses o f colle ction , o r in th e enforcement o f Ricoh 's rights hereunder, including, but not limited to, reasonab le inte rnal and extern al legal cos ts , wheth er or
not suit is brought. Rico h has no o bl igat ion to use Custo mer 's invoicin g or bill in g ponals, processes. method s o r invoicin g format s s pecific to Customer
billing requirements . All reme dies hereunder or at law are cu mulati ve . Except to the extent of any a ppli ca bl e and val idated exemption, Customer agrees to pa y
any applicable taxes that are levied on or payable as a resul t of th e usc, sa le , possess ion or ownership o f th e Products and/or Services covered hereunder, other
than inco me taxes o f Ricoh.
16 . Default . In addition to an y other rights or rem edi es whi c h e ith e r pany may have under thi s Ag reeme nt or at law or equity , eithe r pany shall have
the right to cancel the app li ca ble Services s pe c ifi ed in an Orde r made purs uant to this Agreeme nt im mediately: (i) if the oth er pany fai ls to pay an y fee s or
ch arges or any oth er payments required under th e Ord er when due and paya ble . and such failu re con t inues fo r a period o ften (I 0) da ys after being no t ified in
wri ting of s uc h failure ; or (ii ) if the other pany fail s to perform or o bserve a ny other mate ria l cove nant or co ndit io n of this Ag reement as incorporated in to the
Order, and such failure or breach s hall cont in ue un-re medied for a peri od ofthin y (30) days a fter such pany is noti fied in wr iti ng of s uc h failu re or breach ; or
(i ii) if th e oth er pany beco me s in solvent, di ssolves. or ass igns it s assets for the ben efi t of its credi tors, or fil es or has fil ed against it any bankruptcy or
reo rgani zati on proceeding . Fai lure to permit Ri co h to repair or repl ace th e Servi ced Pro du cts shall consti tute a materi al breac h of thi s Agreement and excuse
Ri co h fr om any and all future perfo rn1an ce hereu nder. Exce pt as express ly permitted by thi s Agree ment, no refund or credit will be given for any early
te rn1inati on of thi s Agreement or an y Order. If Customer defa ul ts in it s ob li gations he reunde r, Rico h may, in addition to any oth er remedies available at law or
equi ty. require Cus tomer to imm ediately pay to Ri coh all past due pay me nts und er all Orde rs , and the Terminat ion Fee .
17. No n-Soli ci t ati on; Inde pendent Contract ors. Custome r agree s th at during the Term of any O rder and for a period o f one (I) ye ar after
tern1in ati on or exp irati on o f the last Order to be execute d he re un de r, it shall no t directl y or ind ire ctl y sol icit. hire , o r oth erwise reta in as an empl oyee or
independent contractor any employee of Ri coh that is or was invo lved with or pan of the Services. The relations hip o f th e parties is that of independ ent
contractors.
18 . Assil!nment; Force Majeure. Customer shall neither ass ign any right or in terest aris ing und e r thi s Agree men t nor delegate any obl igat ions
hereund e r, whethe r vo lu ntarily or by process of la w, wi th o ut the prior writt en consent o f Rico h . Any such attem pted assignment or delegation shall be voi d.
Ri coh shall not be liable fo r fail ure to de li ver or delays in del i very of Products or Services occas ioned by causes beyond Ri coh's co ntrol , incl uding w ith o ut
limitation, strike s, lockout. fir es . em bargoes, war or other outbreak of hostil iti es. inab ility to o btai n materi al s or s hip pin g s pace, receipt o f orders in exces s of
Ri co h's or its suppl ie r 's then-sched uled productio n capacity, ma c hin ery brea kd owns , delays of carri er or su ppliers, governmental acts an d re gul ati ons ,
una vai lab ili ty of Services, personne l or materials or other causes beyo nd Ricoh 's co ntrol.
19 . Ele ctr oni c Signatures. Each party agrees that electroni c s ignatures o f the panics on thi s Agree ment and an y Ord er wi ll have th e s an1 c force an d
effect as ma nual sig nat ures .
20 . Governing Law; En tire Ag reem en t . This Agreement shall be governed by and co ns trued and interp rete d in accordance with the laws of th e
Commonwea lth of Pennsylvania w ith out regard to its con fl ict of laws principles. The partie s he reto al so agree to s ub mit to th e non-excl us ive jurisdi ct ion o f
th e couns of th e Co mm onwealth of Pe nn sy lvania to re solve any act ion under this Agreement. The Uni fonn Computer lnfonnation Transactions Act s hall no t
appl y to this Agree ment. This Agree ment co nstitu tes the entire agreement be tween the panics with res pect to the s ubject matter contained in th is Agreement.
s up ersedes all pro posals, oral and writt en, and all other co mm un ic ati ons between the partie s re lat in g to th e Products a nd Services and may not be amended
except in wr it in g and s igne d by an o m ccr or authorized rep re sen tati ve of both panics . Customer agrees and ack nowledges th a t it has not rel ied on an y
representati on, warrant y or provision not ex pl icitly co nta ined in thi s Agreement , whe th er in wri tin g, electronicall y communi cated o r in oral form . Any and all
representations , promi ses, warranti es. or statem ents by any Ricoh agent, em pl oyee or representat ive . in clu ding bu t not limited to. statements or representa tio ns
made in sales presentations o r sal es proposa ls th at d iffer in any way fr om the term s of tl1i s Agreement shal l be g ive n no for ce or effect. In the event of any
confli ct or in cons istency betweens the terms and co nditions set forth in thi s Agreement and tl1ose contained in any Orde r, th e terms and cond it ions o f th e
Order shall contro l; provided, however, purchase o rders issued to Rico h for Products and/or Services. even i f they do not e xpre ss ly reference or incorp orate
tl1i s Ag reement, shall : (i) be subject to thi s Agreement; (ii ) serve onl y to ident i fy the Products and/or Servi ces (al o ng with pri c in g and quantities) ord ered; and
(ii i) not be deemed to a lter or otherwi se modify the terms and co ndi ti ons o f this Agreement. The delay or fai l ure of e ither party to enforce at any tim e any of
the provis ions of thi s Agree ment shall in no way be cons trued to be a wai ver o f s uch provis ion or affect the r igh t of such pany thereafter to enforce eac h a nd
every provision of th is Agreement. If any provi s ion of th is Agreeme nt is held to be invalid or unenforce able, thi s Agreeme nt shall be construed as though it
did not contain the panic ular provis ion held to be in va lid or unen forceable . Ri coh ma y acce pt an y Order under this Agreement by either its s ignature or by
comm enci ng pe r for mance (e.g . Prod uct deli very, in itiat ing Services, etc.). Ri coh may accept or rej ect a ny order in the exerci se o f its discretion and may re ly
upo n each order s ubmitted by C ustomer as a binding co mmi tment. No local, general or trade custom or usage or course of pri or deal ings between the pan ics
shall be relevant to s up plement or ex plain an y term use d he rein. Ricoh shall co mpl y w ith all applica ble laws in its perfonn ance under thi s Agreement in
de li ve rin g Pro ducts and Services. ll1is Agreement may be execute d in one or more counterpans whi ch, taken tog eth er, shall constitute o ne and th e san1c
origin a l documen t. Any noti ces required und er thi s Agreement s houl d be sent to: Ricoh USA, In c ., 3920 Arkwright Road Macon, GA 312 10 Attn: Q ua lity
Ass uran ce.
CUSTOM ER
By :
Name :
T itle:
Date :
0 3/23 /20 17 18:39 PM
MMSA 05 16
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RI C OH l iSA, I NC.
By:
Na me :
Title :
Date :
2 1466833
R1coh1> and the R1coh Logo arc regaste red uademarks of R•coh Company. Lt d Page 4 of 4