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2000 - Ricoh USA - Copy Machine ServicesNaso Communities Product Schedu Re Ricoh USA, Inc. 70 Valley Stream Parkway Malvern, PA 19355 Product Schedule Number: Master Lease Agreement Number: This U.S. Communities Product Schedule (this "Schedule") is between Ricoh USA, Inc. ("we" or "us") and CITY OF ROSEMEAD as customer or lessee ("Customer" or "yori�. This Schedule constitutes a "Schedule;' "Product Schedule," or "Order Agreement," as applicable, under the U.S. Communities Master Lease Agreement (together with any amendments, attachments and addenda thereto, the "Lease Agreement") identified above, between you and All temis and conditions of the Lease Agreement are incorporated into this Schedule and made apart hereof. If we are not the lessor under the Lease Agreement, then, solely for purposes of this Schedule, we shall be deemed lobe the lessor under the Lease Agreement, It is the intent of the parties that this Schedule be separately enforceable as a complete and independent agreement, independent of all other Schedules to the Lease Agreement. CUSTOMER INFORMATION CITY OF ROSEMEAD Brad McKinney Customer (Bill To) Billing Contact Name 8838 VALLEY BLD 8838 VALLEY BLVD Product Location Address Billing Address (ifdffiereni from location address) ROSEMEAD CA 91770-1714 ROSEMEAD CA 91770-1714 City County State Zip City County State Zip Billing Contact Telephone Number Billing Contact Facsimile Number Billing Contact E -Mail Address (626)307-9218 1 1 bmekinney@cityofrosemead.org PRODUCT)EQUIPMENT DESCRIPTION ("Product'') PAYMENTSCHEDULE V Minimum Term / Minimum Payment'mum Payment Billing Frequency Advance Payment months 1,14hout Tax ✓ Monthly ❑ In Payment 60 $ 78 g Im Quarterly ❑ 1"&Last Payment Other: ❑ Other: Sales Tax Exeutpt:❑ YES (Atte h Exem tion Certificate) Customer Billing Reference Number (P.O. #, etc.) Addendum(s) attached: ❑ YES (check if es and indicate total number of pages: TERMS AND CONDITIONS L The first Payment will be due on t Effective Date. If the Lease Agreement uses the terms "Lease Payment' and "Commencement Date" rather than "Payment" and "Effective Date," then, for p poses of this Schedule, the tern "Payment" shall have the same meaning as "Lease Payment," and the term "Effective Date" shall have the same meaning- omntencomenl Date." 2. You, the undersigned Customer, have applied to us to rent the above-described Product for lawful commercial (non -consumer) purposes. THIS IS AN UNCONDITIONAL, NON -CANCELABLE AGREEMENT FOR THE MINIMUM TERM INDICATED ABOVE, except as otherwise expressly provided in any provision of the Lease Agreement. If we accept this Schedule, you agree to rent the above Product from us, and we agree to rent such Product to you, on all the terms hereef, including the terms and conditions of the Lease Agreement. THIS WILL ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS SCHEDULE AND THE LEASE AGREEMENT AND HAVE RECEIVED A COPY OF THIS SCHEDULE AND THE LEASE AGREEMENT. 3. Additional Provisions (if any) aro: I HE PEIiSUN SIGNING'I HIS SCHEDULE ON BEHALF OF THE CUSTOMER REPRESENTS THAT HE/SHE HAS THE AUTHORITY'FO DO SO CUSTOME Accepted by: RICOH USA, INC. By: X� By: o1�Aokt}?e'�,St%neY BUa(urle AvthorizedSigner Signature PYIn[edNein@° we.rPrinted Name: Tule: r fl HAwoh-4, v.. at,.. Title: Data: 04/12/2017 18:26 PM 21978462 LSEADD USC -PS 03.13 Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 1 of I RICOK U.S. COMMUNITIES EQUIPMENT SALE AND MAINTENANCE AGREEMENT (EQUIPMENT SALES, BREAK -FIX SERVICES) CUSTOMER INFORMATION Le al Name CITY OF ROSEMEAD Bill To Address 18838 VALLEY BLVD city IROSEMEAD I State ICA I Zip Code 91770.1714 This Equipment Sale and Maintenance Agreement ("Maintenance Agreement") sets forth the terms pursuant to which Customer may acquire equipment, software, and/or hardware products and maintenance services identified on an Order (defined below) from Ricoh USA, Inc. ("Ricoh"). This Maintenance Agreement is executed pursuant to the contract by and between Ricoh USA, Inc. (successor -in -interest to Ricoh Americas Corporation) and Fairfax County (the "County") on behalf of the U.S. Communities Government Purchasing Alliance and all public agencies, non -profits and higher education entities ("Participating Public Agencies"), having a Contract ID number of 4400003732 and the contract period is from February 11, 2013 to June 30, 2019, with the option to renew for no more than three (3) years (the "Contract Period"), one year at a time, or any combination thereof (the "Contract"). Notwithstanding the foregoing, any Maintenance Agreement and Order entered into during the Contract Period shall continue in full force and effect for the entire term set forth in the Order. To the extent that Customer purchases or leases Equipment from Ricoh under the Contract and also desires for Ricoh to provide maintenance services for such Equipment under the order (the "Order"), then the terms and conditions of this Maintenance Agreement shall apply. This Maintenance Agreement shall consist of the terms and conditions of the Contract and this Maintenance Agreement. As it pertains to this Maintenance Agreement, the order of precedence of the component parts of the Maintenance Agreement shall be as follows: (a) the terms and conditions of this Maintenance Agreement and (b) the terms and conditions of the Contract. The foregoing order of precedence shall govern the interpretation of this Maintenance Agreement in cases of conflict or inconsistency therein. 1. MAINTENANCE SERVICES COVERAGE. Ricoh shall provide to Customer maintenance services under an Order, during Ricoh business hours, 8:00am to 5:00pm Monday through Friday excluding holidays ((i) New Year's Day; (ii) Memorial Day; (iii) 4th of July; (iv) Labor Day; (v) Thanksgiving; (vi) Day after Thanksgiving; and (vii) Christmas Day) ("Normal Business Hours"), as follows (collectively, the "Maintenance Services"): (a) During the term of the Order, Ricoh will provide the Maintenance Services necessary to keep the covered Equipment in, or restore the covered Equipment to, good working order. Maintenance Services will include lubrication, cleaning, adjustments and replacement of maintenance parts deemed necessary by Ricoh due to normal usage (other than consumable parts). In the event the Equipment becomes unserviceable as a result of normal usage, replacement parts will be furnished and installed on an exchange basis and will be new OEM; provided, however, if such OEM part is not available and in order to restore the functionality of the Equipment, Ricoh shall be permitted to use a reconditioned or used part until such time as the new OEM part becomes available and is installed in the Equipment. All parts removed due to replacement will become the property of Ricoh. The provision of Maintenance Services does not assure uninterrupted operation of the covered Equipment. (b) If available, Maintenance Services requested and performed outside Normal Business Hours will be charged to Customer at applicable time and material rates set forth in the Contract. (c) The Maintenance Services provided by Ricoh will not include the following: (i) Repairs resulting from misuse (including without limitation to improper voltage or the use of supplies that do not conform to Ricoh's specifications); (ii) Repairs made necessary by service performed by persons other than authorized Ricoh representatives; (iii) Replacement of consumable parts which are consumed in normal Equipment operation, unless specifically included in the Order; (iv) Removable cassette, copy cabinet, exit trays, or any item not related to the mechanical or electrical operation of the Equipment: (v) Unless 711850 04/12/2017 18:26 PM 21978462 otherwise agreed, consumable supplies such as toner, developer, paper or supplies that are consumed in the normal operation of the Equipment; (vi) Repairs and/or service calls resulting from attachments or accessories not acquired from Ricoh; (vii) Any Software, system support or related connectivity unless otherwise agreed in the Order; (viii) Electrical work external to the Equipment, including problems resulting from overloaded or improper circuits; (ix) Charges for installation of the Equipment or de -installation and/or movement of the Equipment from one location to another; or (x) Repair of damage or increase in service time caused by: accident, disaster (which shall include but not be limited to fire, flood, water, wind and lightning), transportation, neglect, power transients, abuse or misuse, failure of the Customer to follow Ricoh's published operating instructions, and unauthorized modifications or repair of Equipment by persons other than authorized representatives of Ricoh. (d) In the absence of a separate maintenance agreement for any software, if Ricoh is engaged to provide software support under an Order, during Normal Business Hours, Ricoh will provide advice by telephone, email or via the Ricoh or developer's website following receipt of a request from Customer to diagnose faults in the software and advice to rectify such faults. Such support may be provided remotely. (e) Damage to the Equipment or its parts arising out of, or other causes beyond, the control of Ricoh are not covered by an Order and may subject Customer to a surcharge or to cancellation of the Maintenance Services by Ricoh. In addition, Ricoh may terminate an Order if the Equipment is modified, damaged, altered or serviced by personnel other than those employed by Ricoh or are authorized by Ricoh to provide service and maintenance for the Equipment. (f) Service necessitated as a result of inadequate key operator involvement, operator caused damage, lack of recommended service, or use of inadequate or incompatible supplies may result in service being rendered on a time -and -material basis in addition to the Maintenance Charges (as defined in Section 5). 2. MAINTENANCE SERVICE CALLS. Maintenance service calls under an Order will be made during Normal Business Hours at the installation address shown on the Order. Travel and labor -time for the service calls after Normal Business Hours, on weekends and on holidays, if and when available, will be charged at overtime rates in effect at the time the service call is made. Ricoh representatives will not handle; disconnect or repair unauthorized attachments or components. Customer is responsible for disconnecting and re -connecting unauthorized attachments or components. Customer hereby indemnifies and holds Ricoh and its employees and representatives harmless for claims for damages to any unauthorized parts, components or accessories resulting from service performed on Equipment covered by an Order. 3. RECONDITIONING. Rebuilding, reconditioning or major overhauls necessitated by usage not in accordance with manufacturer's published specifications, which shall be provided upon Customer's request, are not covered by an Order. In addition, if Ricoh determines that a reconditioning is necessary as a result of normal wear and tear of materials and age factors caused by normal usage in order to keep the Equipment in working condition, Ricoh will submit to Customer an estimate of the needed repairs and the cost for such repairs (which costs will be in addition to the charges payable under this Maintenance Agreement). If the Customer does not authorize such reconditioning, Ricoh may, at its option: (a) discontinue service of the Equipment under an Order and refund any unused portion of the Maintenance Charges, or (b) refuse to renew an Order upon its expiration. After any such termination, Ricoh will make service available on a "Time and Material Rate" basis at Ricoh's then prevailing rates at the time of service. 4. TERM. Each Order shall become effective on the delivery and Customer acceptance of the Equipment and/or solution and shall continue for the term specified therein (the "Initial Term") so long as no ongoing default exists on Customer's part. At the expiration of the Initial Term or any renewal term, unless Customer provides written notice of its intention not to renew within thirty (30) days of the expiration of the Initial Term or any renewal term, the Order shall automatically renew on a month-to- month basis. In addition to any other rights or remedies which either party may have under this Maintenance Agreement or at law or equity, either party shall have the right to cancel the Services provided under this Maintenance Agreement immediately: (i) if the other party fails to pay any fees or charges or any other payments required under this Maintenance Agreement when due and payable, and 711850 04/12/201718:26 PM 21978462 such failure continues for a period of thirty (30) days after being notified in writing of such failure; or (ii) if the other party fails to perform -or observe any other material covenant or condition of this Maintenance Agreement, and such failure or breach shall continue un -remedied for a period of thirty (30) days after such party is notified in writing of such failure or breach. 5. MAINTENANCE CHARGES. (a) Maintenance service charges ("Maintenance Charges") will be payable by the Customer in accordance with the terms set forth in the Order. (b) Customer acknowledges and agrees that: (i) the transfer of the Equipment from the location indicated on the face hereof may result in an increase of Maintenance Charges or the termination of an Order; (ii) if an Order includes toner, toner usage is based on manufacturer supply consumption rates. Ricoh will determine and deliver supplies in accordance with agreed upon usage. Consumption of covered supply products varying significantly from expected usage may result in additional charges for supplies, or as otherwise agreed to by the parities. Maintenance Charges are based on standard 8.5x11 images. Ricoh reserves the right to assess additional images charges for non-standard images, including 11 x 17 images. 6. USE OF RICOH RECOMMENDED SUPPLIES. Ricoh products are designed to give excellent performance with Ricoh recommended supplies, including paper, developer, toner, and fuser oil. If the Customer uses other than Ricoh recommended supplies, and if such supplies are defective or not acceptable for use with the Equipment and cause abnormally frequent service calls or service problems, then Ricoh may, at its option, assess a surcharge or terminate an Order. If so terminated, Customer will be offered service on a time and materials basis at Ricoh's then prevailing rates. It is not a condition of an Order that the Customer use only Ricoh brand supplies. 7. METER READINGS. As part of its Services, Ricoh may, at its discretion and dependent upon device capabilities, provide remote meter reading and equipment monitoring services using its @Remote solution. If @Remote is not selected by the Customer, Customer shall be responsible and agrees to provide Ricoh true and accurate meter readings monthly and in any reasonable manner requested by Ricoh. If accurate meter readings are not provided, Ricoh reserves the right to estimate the meter readings from previous meter readings. 8. CUSTOMER OBLIGATIONS. Customer agrees to provide a proper place for the use of the Equipment, including electric service as specified by the manufacturer. Customer will provide adequate facilities (at no charge) for use by Ricoh representatives in connection with the maintenance of the Equipment hereunder within a reasonable distance of the Equipment. Customer agrees to provide "360 degree" service access to the Equipment, subject to Customer's usual security procedures. Customer will provide a key operator for the Equipment and will make operators available for instruction in use and care of the'Equipment. All supplies for use with the Equipment will be provided by the Customer and will meet manufacturer specifications. It is the responsibility of the Customer to have the supplies available "on site" for servicing. Customer agrees that any systems utilizing similar supplies must be covered under similar inclusive maintenance programs. If any software, system support or related connectivity services are included as part of the Order as determined by Ricoh, Ricoh shall provide any such services at Customer's location set forth in the Order as applicable, or on a remote basis. Customer shall provide Ricoh with such access to Customer's facilities, networks and systems as may be reasonably necessary for Ricoh to perform such services. 9. WARRANTY DISCLAIMER. OTHER THAN THE OBLIGATIONS SET FORTH EXPRESSLY IN THIS MAINTENANCE AGREEMENT, RICOH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR USE, OR FITNESS FOR A PARTICULAR PURPOSE. RICOH SHALL NOT BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING OUT OF THE USE OR PERFORMANCE OF THE EQUIPMENT OR THE LOSS OF USE OF THE EQUIPMENT. RICOH'S TOTAL AGGREGATE LIABILITY TO CUSTOMER UNDER THE MAINTENANCE AGREEMENT, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL OF THE FEES PAID TO RICOH IN CONNECTION WITH THE 711850 04/12/2017 18:26 PM 21978462 MAINTENANCE SERVICES. 10. SERVICE LEVELS. (a) Response Time. Ricoh will provide a one hour (1) phone response to service calls measured fiom receipt of the Customer's call. Ricoh service technicians will meet a four (4) business hour response time for all Customer service calls located within a major metropolitan area and eight (8) hour average response time for all Customer service calls located fifty (50) miles or greater from a Ricoh service center. Response time is measured in aggregate for all Equipment covered by the Order. (b) Uptime. Ricoh will service the Equipment provided under an Order to be operational with a quarterly uptime average of 95% (based on manufacturer's performance standards and an 8 -hour day, during Normal Business Hours), excluding preventative and interim maintenance time. Downtime will begin at the time Customer places a service call to Ricoh. Customer agrees to make the Equipment available to Ricoh for scheduled preventative and interim maintenance. Customer further agrees to give Ricoh advance notice of any critical and specific uptime needs Customer may have so that Ricoh can schedule with Customer interim and preventative maintenance in advance of such needs. (c) Replacement of Equipment. Should a unit of Equipment or an accessory not be able to be maintained in conformance with manufacturer's specifications, Ricoh shall, at its own expense, replace such Equipment with another unit of the same product designation as that Equipment and Ricoh shall bear all installation, transportation, removal and rigging charges in connection with the installation of such replacement unit; provided, however that (a) the replacement unit may be a reconditioned or otherwise used unit rather than a new unit; and (b) if a replacement unit of the same product designation as the unit of Equipment it replaces is not available, the replacement unit may be a product of substantially similar or greater capabilities. 11. DATA MANAGEMENT SERVICES. The parties acknowledge and agree that Ricoh shall have no obligation to remove, delete, preserve, maintain or otherwise safeguard any information, images or content retained by or resident in any Equipment serviced and maintained by Ricoh, whether through a digital storage device, hard drive or other electronic medium ("Data Management Services"). If desired, Customer may engage Ricoh to perform Data Management Services at then -prevailing Contract rates. Customer acknowledges that Customer is responsible for ensuring its own compliance with legal requirements in connection with data retention and protection and that Ricoh does not provide legal advice or represent that the Equipment and Services will guarantee compliance with such requirements. The selection, use and design of any Data Management Services, and any decisions arising with respect to the deletion or storage of data, as well as the loss of any data resulting therefrom, shall be the sole and exclusive responsibility of Customer. If desired, Customer may engage Ricoh to perform the following Data Management Services, and the parties shall enter into a written work order setting the details of any such engagement: • Hard Drive Surrender Service. Under this option, a Ricoh service technician can remove the hard drive from the applicable equipment (set forth on a work order) and provide Customer with custody of the hard drive before the equipment is removed from the Customer's location, moved to another department or any other disposition of the equipment. The cost for the Hard Drive Surrender Services shall be as set forth in the Contract. • DataOverwrite5ecurity System (DOSS). DOSS is a Ricoh product designed to overwrite the sector of the hard drive used for data processing to prevent recovery. Additionally, DOSS also offers the option of overwriting the entire hard drive up to nine (9) times. 12. PURCHASES OF EQUIPMENT FOR CASH. In the event that Customer desires to purchase equipment or products from Ricoh from time to time, it may do so by issuing a Purchase Order/Sales Order to Ricoh for that purpose. In connection with any equipment purchase from Ricoh, Ricoh shall transfer to Customer any equipment warranties made by the equipment manufacturer, to the extent transferable and without recourse. Customer agrees to confirm delivery and acceptance of all equipment purchased under this Agreement within ten (10) business days after any equipment is delivered and installed (if installation has been agreed to by the patties) by signing a delivery and acceptance certificate 711850 04/12/2017 18:26 PM 21978462 ORDER AGREEMENT Sale Type:LEASE Master Maintenance and Sale Agreement Date: I NEW I Sale Type: I LEASE ADDITIONAL ORDER INFORMATION Check All That Apply: ❑ Sales Tax Exempt (Attach Valid Exemption Certificate) m Fixed Service Charge ❑ Add to Existing Service Contract # ❑ PO Included PO# ❑ PS Service (Subject to and governed by separate Statement of Work) ❑ Syndication ❑ IT Service (Subject to and governed by separate Statement of Work) This Is an Order made pursuant to the terms and conditions of the above referenced Master Agreement(s) between Customer and Ricoh USA, Inc. The signature below Indicates that the customer accepts all terms and conditions of the applicable Master Agreement(s) for this sale, including by not limited to the terms set forth In the Master Agreement(s) and any Exhibit A thereto, all of which are Incorporated herein by reference and made part of this Order. Each party agrees that electronic signatures of the parties on this Order will have the same force and effect as manual signature. Ricoh may accept this Order by either Its signature or by commencing performance (e.g. Product delivery, initiating Services, etc.). SERVICE INFORMATION BILL TO INFORMATION Customer Legal Name: CITY OF ROSEMEAD I Overage Billing Frequency Address Line 1: 8838 VALLEY BLVD Contact: McKlnney,Brad Address Line 2: Phone: (626)307-9218 City: ROSEMEAD E-mail: bmckinney@cityofrosemead.org ST/Zip: CA/91770.1714 County: LOSANGELES Fax: ADDITIONAL ORDER INFORMATION Check All That Apply: ❑ Sales Tax Exempt (Attach Valid Exemption Certificate) m Fixed Service Charge ❑ Add to Existing Service Contract # ❑ PO Included PO# ❑ PS Service (Subject to and governed by separate Statement of Work) ❑ Syndication ❑ IT Service (Subject to and governed by separate Statement of Work) This Is an Order made pursuant to the terms and conditions of the above referenced Master Agreement(s) between Customer and Ricoh USA, Inc. The signature below Indicates that the customer accepts all terms and conditions of the applicable Master Agreement(s) for this sale, including by not limited to the terms set forth In the Master Agreement(s) and any Exhibit A thereto, all of which are Incorporated herein by reference and made part of this Order. Each party agrees that electronic signatures of the parties on this Order will have the same force and effect as manual signature. Ricoh may accept this Order by either Its signature or by commencing performance (e.g. Product delivery, initiating Services, etc.). SERVICE INFORMATION Service Term Months Base Billing Frequency I Overage Billing Frequency 60 Months MONTHLY I MONTHLY PRODUCT INFORMATION SHIP TO INFORMATION Customer Name: CITY OF ROSEMEAD BIW Address Line 1: 8838 VALLEY BLVD Contact: McKinney,Brad Address Line 2: Phone: (626)307-9216 City: ROSEMEAD E-mail: bmckinney@cityofrosemead.org STIZip: CA/91770-1714 County: LOS ANGELES Fax: PRODUCT INFORMATION BIW Color Product Description qty Service Allowance BIW Ovg Allowance Color Ovg Service Base Type (Per9eee BllynB i (PmeeeeeBBnB (Per B.. Billing Frequency) Frequency) F quencyl RICOH SPC840DN t Silver NIA $0.0110 N/A $0.0600 BRANDING SET BASIC CONNECTIVITY / PS / IT SERVICES INFORMATION BASIC CONNECTIVITY/ PS I IT Services Description quantity TS -TRAINING ADVANCED HARDWARE ONLY 3 4/12/2017 •III �+a+ +�+` ,I II Version # 9.16 Page # 1 21978462 U.S. Communities Master Lease Agreement Number: CUSTOMER INFORMATION Full Legal Name CITY OF ROSEMEAD Address 8838 VALLEY BLVD. City ROASEMEAD State CA lip 91770 "o" Brad Mckinne Tclepb`m mbar 6�6-307-9218 Federal Tax ID Number Facsimile Number Email Address bmckinney@cityofrosemead,org Do NwInxrt S.1ciSeuvr Nmnbr This U.S. Communities Master Lease Agreement ("Lease Agreement') has been written in clear, easy to understand English. When we use the words "you', "your" or "Customer" in this Lease Agreement, we mean you, our customer, as indicated above. When we use the words "we", "us" or "our" in this Lease Agreement, we mean Ricoh USA, Inc. ("Ricoh") or, if we assign this Lease Agreement or any Schedules executed in accordance with this Lease Agreement, pursuant to Section 13 below, the Assignee (as defined below). Our corporate office is located at 70 Valley Stream Parkway, Malvern, Pennsylvania 19355. L Agreement. This Lease Agreement is executed pursuant to the contract by and between Ricoh USA, Inc. (successor-in4tuerest to Ricoh Americas Corporation) and Fairfax County (the "County") on behalf of the U,S. Communities Government Purchasing Alliance and all public agencies, non -profits and higher education entities ("Participating Public Agencies"), having a Contract ID number of 4400003732 and the contract period is from February 11, 2013 to June 30, 2019, with the option to renew for no more than three (3) years (the "Contract Period"), one year at a time, or any combination thereof (the "Contract"). Notwithstanding the foregoing, any Schedule,entered into during the Contract Period shall continue in full force and effect for the entire lease term set forth in the Schedule. We agree to lease or rent, as specified in any equipment schedule executed by you and us and incorporating the terms of this Lease Agreement by reference (a "Schedule"), to you, and you agree to lease or rent, as applicable, from us, subject to the terms of this Lease Agreement and such Schedule, the personal and intangible property described in such Schedule. The personal and intangible property described on a Schedule (together with all attachments, replacements, parts, substitutions, additions, repairs, and accessories incorporated in or affixed to the property and any license or subscription rights associated with the property) will be collectively referred to as "Product" The manufacturer of the tangible Product shall be referred to as the "Manufacturer." To the extent the Product includes intangible property or associated services such as periodic software licenses and prepaid data base subscription rights, such intangible property shall be referred to as the "Software." 2. SchedulesDelivery and Acceptance. This Lease Agreement shall consist of the terns and conditions of the Contract and this Lease Agreement and any Schedule issued pursuant thereto. As it pertains to this Lease Agreement, the order of precedence of the component parts of the Lease Agreement shall be as follows: (a) the terms and conditions of this Lease Agreement aid Schedule issued pursuant thereto, and (b) the terms and conditions of the Contract. The foregoing order of precedence shall govern the interpretation of this Lease Agreement in cases of conflict or inconsistency therein. Each Schedule that incorporates this Lease Agreement shall be governed by the terms and conditions of this Lease Agreement and the Contract, as well as by the terms and conditions set forth in such individual Schedule. Each Schedule shall constitute a complete agreement separate and distinct from this Lease Agreement and any other Schedule. In the event of a conflict between the terms of this Lease Agreement and any Schedule, the terns of such Schedule shall govern and control, but only with respect to fine Product subject to such Schedule. The termination of this Lease Agreement will not affect any Schedule executed prior to the effective date of such termination. When you receive the Product and it is installed, you agree to inspect it to determine it is in good working order. Scheduled Payments (as specified in the applicable Schedule) will begin on or atter the Product acceptance date ("Effective Date'. You agree to sign and return to us a delivery and acceptance certificate (which may be done electronically) within five (5) business days after any Product is installed confirming that the Product has been delivered, installed, and is in good condition and accepted for all purposes under the Lease Agreement. 3. Term: Payments. (a) The first scheduled Payment (as specified in the applicable Schedule) ("Payment") will be due on the Effective Date or such later date as we may designate. The remaining Payments will be due on the same day of each subsequent month, unless otherwise specified on the applicable Schedule. To the extent not prohibited by applicable law, if any Payment or other amount payable under any Schedule is not received within ten (10) days of its duo date, you will pay to us, in addition to that Payment, a one-time late charge of 5% of the overdue Payment (but in no event greater than the maximum amount allowed by applicable law). To the extent not prohibited by applicable law, you agree to pay $25.00 for each check returned for Insufficient funds or for any other reason. (b) In the event that Customer terminates the Maintenance Agreement (as hereunder defined) between Customer and the Servicer relating to the Product provided hereunder due to a material breach by Servicer of its service obligations, including any Product service levels specified therein, which remained uncured for thirty (30) days following written notice of breach (in the manner expressly permitted by and in accordance with such Maintenance Agreement), Ricoh shall use reasonable efforts to assist Customer in selecting a replacement Servicer. This Section 3(b) shall not alter, restrict, diminish or waive the rights, remedies or benefits that Customer may have against Servicer under the Maintenance Agreement. (c) A Schedule may be terminated in whole or in part by the Customer in accordance with this Section 3(c) whenever the Customer shall determine that such a termination is in the best interest of the Customer. Any such termination shall be effected by delivery to Ricoh, at least thirty (30) working days prior to the effective date of such termination date, of a notice of termination specifying the extent to which performance shall be terminated. In the event of such termination, Customer agrees to return the Product to us in the manner required tinder Section 14 of this Lease Agreement and to pay to us (as compensation for loss of our bargain and not as a penalty), with respect to such terminated Product, financed Software and any Software Licenses, an amount which shall be equal to the monthly Payment for such Product, financed Software and/or Software License, as applicable, times the number of months remaining in the term of such Schedule (or any renewal of such Schedule) and/or any financing agreement with respect to the financed Software and/or Software License, plus any other amounts then due and payable under this Lease Agreement, Schedule and/or financing agreement with respect to such Product, Software and/or Software License, including, but not limited to, any lease payments and maintenance payments. Ricoh shall supply the Customer with the actual number of Payments remaining and the total amount due, and the Customer shall be relieved of all unpaid amounts for anticipated profit on unperformed services under any Maintenance Agreement (including any amount included in the monthly Payment that is attributable to maintenance, supplies, or any other service cost), (d) You also agree that, except (a) as set forth in Section 1S below entitled "State and Local Government Provisions" and (b) for the best interest of the Customer as set forth in Section 3(c), THIS IS AN UNCONDITIONAL, NON -CANCELABLE AGREEMENT FOR THE MINIMUM TERM INDICATED ON ANY SCHEDULE TO THIS LEASE AGREEMENT, All Payments to us are "net" and unconditional and are not subject to set off, defense, counterclaim or reduction for any reason. You agree that you will remit payments to us in the form of company checks (or personal checks in the case of sole proprietorships), direct debit or wives only. You also agree that cash and cash equivalents are not acceptable forms of payment for this Lease Agreement or any Schedule and that you will not remit such forms of payment to us. Payment in any other form may delay processing or be returned to you. Furthermore, only you or your authorized agent as rsron MSTLSE USC -MA 04.15 Ricoh" and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page i of 4 be acceptable to us in our discretion. If we take possession of the Product (or any Software, if applicable), we may sell or otherwise dispose of it with or without notice, at a public or private disposition, and to apply the net proceeds (after we have deducted all costs, including reasonable attorneys' fees) to the amounts that you owe us. You agree that, if notice of sale is required by law to be given, ten (10) days notice shall constitute reasonable notice. If applicable, you will remain responsible for any deficiency that is due after we have applied any such net proceeds. To the extent permitted by applicable law, in the event an action is brought to enforce or interpret this Lease Agreement, the prevailing party shall be entitled to reimbursement of all costs including, but not limited to, reasonable attorney fees and court costs incurred. 13. Ownership of Product: Assignment. YOU HAVE NO RIGHT TO SELL, TRANSFER, ENCUMBER, SUBLET OR ASSIGN THE: PRODUCT OR TIES LEASE AGREEMENT OR ANY SCHEDULE WITHOUT OUR PRIOR WRITTEN CONSENT (which consent shall not be unreasonably withheld). You agree that we may sell or assign all or a portion of our interests, but not our obligations, in the Product and/or this Lease Agreement or any Schedule without notice to you even if less than all the Payments have been assigned. In the event the remit to address for Payments is changed during the term of this Lease Agreement or any Schedule, then Ricoh or the Assignee will provide notice to you. In that event, the assignee (ore "Assignee") will have such rights as we assign to them but none of our obligations (we will keep those obligations) and the rights of the Assignee will not be subject to arty claims, defenses or set offs that you may have against us. No assignment to an Assignee will release Ricoh from any obligations Ricoh may have to you hereunder. The Maintenance Agreement you have entered into with a Servicer will remain in full force and effect with Servicer and will not be affected by any such assignment. You acknowledge that the Assignee did not manufacture or design the Product and that you have selected the Manufacturer, Servicer and the Product based on your own judgment. 14, Renewal; Return of Product UNLESS EITHER PARTY NOTIFIES THE OTHER IN WRITING AT LEAST THIRTY (30) DAYS, BUT NOT MORE THAN ONE HUNDRED TWENTY (120) DAYS, PRIOR TO THE EXPIRATION OF THE MINIMUM TERM OR EXTENSION OF SUCH SCHEDULE, AFTER THE MINIMUM 'PERM OR ANY EXTENSION OF ANY SCHEDULE TO THIS LEASE AGREEMENT, SUCH SCHEDULE WILL AUTOMATICALLY RENEW ON A MONTH-TO-MONTH BASIS; PROVIDED, HOWEVER, THAT AT ANY TIME DURING ANY MONTH-TO- MONTH RENEWAL, WE HAVE THE RIGHT, UPON THIRTY (30) DAYS NOTICE, TO DEMAND THAT THE PRODUCT BE RETURNED TO US IN ACCORDANCE WITH THE TERMS OF .THIS SECTION 14. Notwithstanding the foregoing, nothing herein is intended to provide, nor shall be interpreted as providing, (a) you with a legally enforceable option to extend or renew the terms of this Lease Agreement or any Schedule, or (b) us with a legally onformable option to compel any such extension or renewal, At the end of or upon termination of each Schedule, you shall immediately make arrangements to have the Product subject to such expired Schedule picked up by us (or our designee), in as good condition as when you received it, except for ordinary wear and tem. Ricoh (or our designee) shall bear shipping charges, You must pay additional monthly Payments at the same rate as then in effect under a Schedule, until (i) you provide notice to us prior to the expiration of the minimum term or extension of any Schedule and (ii) the Product is picked up by us or our designees and is received in good condition and working order by us or our designees. Nohvithstanding anything to the contrary set forth in this Lease Agreement, the parties acknowledge and agree that we shall have no obligation to remove, delete, preserve, maintain or otherwise safeguard any information, images or content retained by or resident in any Products leased by you hereunder, whether through a digital storage device, hard drive or other electronic medium ("Data Management Services"). If desired, you may engage Ricoh to perform Data Management Services at then -prevailing contracted rates pursuant to your Maintenance Agreement or other agreement with Ricoh, You acknowledge that you are responsible for ensuring your own compliance with legal requirements in connection with data retention and protection and that we do not provide legal advice or represent that the Products will guarantee compliance with such requirements. The selection, use and design of any Data Management Services, and any decisions arising with respect to the deletion or storage of data, as well as the loss of any data resulting therefrom, shall be your sole and exclusive responsibility 15. Miscellaneous. It is the intent of the parties that this Lease Agreement and any Schedule shall be deemed and constitute a "finance lease" as defined under and governed by Article 2A of the UCC. ORAL AGREEMENT'S OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. YOU AGREE THAT THE TERMS AND CONDITIONS CONTAINED IN THE CONTRACT, 'f1BS LEASE AGREEMENT, AND IN EACH SCHEDULE MAKE UP THE ENTIRE AGREEMENT BETWEEN US REGARDING THE LEASING OR RENTAL OF THE PRODUCT AND SUPERSEDE ALL PRIOR WRITTEN OR ORAL COMMUNICATIONS, UNDERSTANDINGS OR AGREEMENTS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER CONTAINED HEREIN, INCLUDING, WITHOUT LIMITATION, PURCHASE ORDERS. Any purchase order, or other ordering documents, will not modify or affect this Lease Agreement or any Schedule and shall serve only the purpose of identifying the equipment ordered. You authorize us to supply any missing "configure to order" number ("CTO"), other equipment identification numbers (including, without limitation, serial numbers), agreement/schedule identification numbers and/or dates in this Lease Agreement or any Schedule. You acknowledge that you have not been induced to enter into this Lease Agreement by any representation or warranty not expressly set forth in this Lease Agreement. Neither this Lease Agreement nor any Schedule is binding on us until we sign it. ANY CHANGE IN ANY OF THE TERMS AND CONDITIONS OF THIS LEASE AGREEMENT OR ANY SCHEDULE MUST BE IN WRITING AND SIGNED BY BOTH PARTIES. If we delay or fail to enforce any of its rights under this Lease Agreement with respect to any or all Schedules, we will still be able to enforce those rights at a later time. All notices shall be given in writing and sent either (a) by certified mail, return receipt requested, or recognized overnight delivery service, postage prepaid, addressed to the party receiving the notice at the address shown on the front of this Lease Agreement, or (b) by facsimile transmission, with oral confirmation, to the facsimile number shown below such party's signature on this Lease Agreement. Either parry may change its address or facsimile number by giving written notice of such change to the other party. Notices shall be effective on the date received. Each of our respective rights and indemnities will survive the termination of this Lease Agreement and each Schedule. If more than one customer has signed this Lease Agreement or any Schedule, each customer agrees that its liability is joint and several, It is the express intent of the parties not to violate any applicable usury laws or to exceed the maximum amount of time price differential or interest, as applicable, permitted to be charged or collected by applicable law, and any such excess payment will he applied to payments in the order of maturity, and any remaining excess will be refunded to you. We make no representation or warranty of any kind, express or implied, with respect to the legal, tax or accounting treatment of this Lease Agreement and any Schedule and you acknowledge that we are an Independent contractor and not your fiduciary. You will obtain your own legal, tax and accounting advice related to this Lease Agreement or any Schedule and make your own determination of the proper accounting treatment of this Lease Agreement or any Schedule. We may receive compensation from the Manufacturer or supplier of the Product in order to enable us to reduce the cost of leasing or renting the Product to you under this Lease Agreement or any Schedule below what we otherwise would charge. If we received such compensation, the reduction in the cost of leasing or renting the Product is reflected in the Minimum Payment specified in the applicable Schedule. To the fullest extent permitted by applicable law, you authorize us or our agent to obtain credit reports and make credit inquiries regarding you and your financial condition and to provide your information, including payment history, to our assignee and third parties having an economic Interest in this Lease Agreement, any Schedule or the Product. 16. Governing Law, Jurisdiction, Waiver of Trial By Jury and Certain Rights and Remedies Under The Uniform Commercial Code. YOU AGREE THAT THIS LEASE AGREEMENT AND ANY SCHEDULE WILL BE GOVERNED UNDER THE LAW FOR THE STATE WHERE YOUR PRINCIPAL PLACE OF BUSINESS OR RESIDENCE IS LOCATED. YOU ALSO CONSENT TO THE VENUE AND NON-EXCLUSIVE JURISDICTION OF ANY COURT LOCATED IN THE STATE WHERE YOUR PRINCIPAL PLACE OF BUSINESS OR RESIDENCE IS LOCATED TO RESOLVE ANY CONFLICT UNDER THIS LEASE AGREEMENT. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE PARTIES TO THIS LEASE AGREEMENT EACH WAIVE THE RIGHT TO TRIAL BY JURY IN THE EVENT OF A LAWSUIT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A CUSTOMER OR LESSEE BY SECTIONS 508-522 OF ARTICLE 2A OF THE UCC THAT YOU MAY HAVE AGAINST US (BUT NOT AGAINST 'THE- MANUFACTURER HEMANUFACTURER OF THE PRODUCT).T'O HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT ® 51AI c,w.,ner sella.& MSTLSE USC -MA 04.15 Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 3 of 4 60ii ce"A-t J Ricoh USA, Inc. 70 Valley Stream Parkway Malvern, PA 19355 U.S. Communities Product Schedule Product Schedule Number: Master Lease Agreement Number: This U.S. Communities Product Schedule (this "Schedule") is between Ricoh USA, Inc. ("we" or "us") and CITY OF ROSEMEAD as customer or lessee ("Customer" or "you"). This Schedule constitutes a "Schedule," "Product Schedule," or "Order Agreement," as applicable, under the U.S. Communities Master Lease Agreement (together with any amendments, attachments and addenda thereto, the "Lease Agreement") identified above, between you and . All terms and conditions of the Lease Agreement are incorporated into this Schedule and made a part hereof. If we are not the lessor under the Lease Agreement, then, solely for purposes of this Schedule, we shall be deemed to be the lessor under the Lease Agreement. It is the intent of the parties that this Schedule be separately enforceable as a complete and independent agreement, independent of all other Schedules to the Lease Agreement CUSTOMER INFORMATION CITY OF ROSEMEAD Brad McKinney Customer (Bill To) Billing Contact Name 8838VALLEYBLXD 8838 VALLEY BLVD Product Location Address . Billing Address (if doerent from location address) ROSEMEAD CA 91770.1714 ROSEMEAD . CA 91770-1714 City County State Zip City County State Zip Billing Contact Telephone Number Billing Contact Facsimile Number BillingContact' Address (626)307-9218 bmckinney@cityofroseinead.org PRODUCT/EQUIPMENT DESCRIPTION ("Product') PAYMENTSCHEDULE Minimum Term Minimum Payment Minimum Payment Billing Frequency Advance Payment months ithout Tax ❑✓ Monthly ❑ ["Payment 60 $ 109.45 ❑ Quarterly ❑ 0& Last Payment ❑ Other: ❑ Other: Sales Tax Exempt: ❑ YES (Attach Exemption Certificate) Customer Billing Reference Number (PO. N, etc.) Addendum(s) attached: ❑ YES (check if yes and indicate total number of pages: TERMS AND CONDITIONS I. The first Payment will be due on the Effective Date. If the Lease Agreement uses the temps "Lease Payment" and "Commencement Date" rather than "Payment" and "Effective Date," then, for purposes of this Schedule, the term "Payment" shall have the same meaning as "Lease Payment," and the term "Effective Date" shall have the same meaning as "Commencentenl Date." 2. You, the undersigned Customer, have applied to us to rent the above-described Product fur lawful commercial (non -consumer) purposes. THIS IS AN UNCONDITIONAL, NON -CANCELABLE AGREEMENT FOR THE MINIMUM TERM INDICATED ABOVE, except as otherwise expressly provided In any provision of the Lease Agreement. If we accept this Schedule, you agree to rent the above Product from us, and we agree to rent such Product to you, on all the terms hereof, including the terms and conditions of the Lease Agreement. THIS WILL ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS SCHEDULE AND THE LEASE AGREEMENT AND HAVE RECEIVED A COPY OF THIS SCHEDULE AND THE LEASE AGREEMENT. 3. Additional Provisions (if any) are: 1'HE PEHSUN SLGNING'1'HIS SCHEDULE ON BEHALF UF'1'HE CUSTOMER REPRESE+NTS THAT HE/SHE HAS THE AUTHORITY TO DO SO CUSTOME$ _ Accepted by: RICOH USA, INC. By: X_ �' By: Authorized 'guar SrgnantreAuthorized Signer Signmlure Printed Name: /-Qt�-r.uer Printed Name: Title: Aey i . Ce'r7 /t'fF+ /rt..CLr. Date: It `9 Title: Date: 04/18/2017 19:03 PM 22024534 LSFADD IiSC-PS 03.13 RicohM and the Ricoh Loan are registered trademmks of Ricoh Cmmnanv. Ltd. Page I of 1 otherwise agreed, consumable supplies such as toner, developer, paper or supplies that are consumed in the normal operation of the Equipment; (vi) Repairs and/or service calls resulting from attachments or accessories not acquired from Ricoh; (vii) Any Software, system support or related connectivity unless otherwise agreed in the Order; (viii) Electrical work external to the Equipment, including problems resulting from overloaded or improper circuits; (ix) Charges for installation of the Equipment or de -installation and/or movement of the Equipment from one location to another; or (x) Repair of damage or increase in service time caused by: accident, disaster (which shall include but not be limited to fire, flood, water, wind and lightning), transportation, neglect, power transients, abuse or misuse, failure of the Customer to follow Ricoh's published operating instructions, and unauthorized modifications or repair of Equipment by persons other than authorized representatives of Ricoh. (d) In the absence of a separate maintenance agreement for any software, if Ricoh is engaged to provide software support under an Order, during Normal Business Homs, Ricoh will provide advice by telephone, email or via the Ricoh or developer's website following receipt of a request from Customer to diagnose faults in the software and advice to rectify such faults. Such support may be provided remotely. (e) Damage to the Equipment or its parts arising out of, or other causes beyond, the control of Ricoh are not covered by an Order and may subject Customer to a surcharge or to cancellation of the Maintenance Services by Ricoh. In addition, Ricoh may terminate an Order if the Equipment is modified, damaged, altered or serviced by personnel other than those employed by Ricoh or are authorized by Ricoh to provide service and maintenance for the Equipment. (f) Service necessitated as a result of inadequate key operator involvement, operator caused damage, lack of recommended service, or use of inadequate or incompatible supplies may result in service being rendered on a time -and -material basis in addition to the Maintenance Charges (as defined in Section 5). 2. MAINTENANCE SERVICE CALLS. Maintenance set -vice calls under an Order will be made during Normal Business Hours at the installation address shown on the Order. Travel and labor -time for the service calls after Normal Business Hours, on weekends and on holidays, if and when available, will be charged at overtime rates in effect at the time the service call is made. Ricoh representatives will not handle, disconnect or repair unauthorized attachments or components. Customer is responsible for disconnecting and re -connecting unauthorized attachments or components. Customer hereby indemnifies and holds Ricoh and its employees and representatives harmless for claims for damages to any unauthorized parts, components or accessories resulting from service performed on Equipment covered by an Order, 3. RECONDITIONING. Rebuilding, reconditioning or major overhauls necessitated by usage not in accordance with manufacturer's published specifications, which shall be provided upon Customer's request, are not covered by an Order. In addition, if Ricoh determines that a reconditioning is necessary as a result of normal wear and tear of materials and age factors caused by normal usage in order to keep the Equipment in working condition, Ricoh will submit to Customer an estimate of the needed repairs and the cost for such repairs (which costs will be in addition to the charges payable under this Maintenance Agreement), If the Customer does not authorize such reconditioning, Ricoh may, at its option: (a) discontinue service of the Equipment under an Order and refund any unused portion of the Maintenance Charges, or (b) refuse to renew an Order upon its expiration. After any such termination, Ricoh will make service available on a "Time and Material Rate" basis at Ricoh's then prevailing rates at the time of service. 4. TERM. Each Order shall become effective on the delivery and Customer acceptance of the Equipment and/m• solution and shall continue for the term specified therein (the "Initial Term") so long as no ongoing default exists on Customer's part. At the expiration of the Initial Term or any renewal term, unless Customer provides written notice of its intention not to renew within thirty (30) days of the expiration of the Initial Term or any renewal term, the Order shall automatically renew on a month-to- month basis, In addition to any other rights or remedies which either party may have under this Maintenance Agreement or at law or equity, either party shall have the right to cancel the Services provided under this Maintenance Agreement immediately: (i) if the other party fails to pay any fees or charges or any other payments required under this Maintenance Agreement when due and payable, and 711850 04/18/2017 19:03 PM 22024534 MAINTENANCE SERVICES. 10. SERVICE LEVELS. (a) Response Time. Ricoh will provide a one hour (1) phone response to service calls measured from receipt of the Customer's call. Ricoh service technicians will meet a four (4) business hour response time for all Customer service calls located within a major metropolitan area and eight (8) hour average response time for all Customer service calls located fifty (50) miles or greater from a Ricoh service center. Response time is measured in aggregate for all Equipment covered by the Order. (b) Uptime. Ricoh will service the Equipment provided under an Order to be operational with a quarterly uptime average of 95% (based on manufacturer's performance standards and an 8 -hour day, during Normal Business Hours), excluding preventative and interim maintenance time. Downtime will begin at the time Customer places a service call to Ricoh. Customer agrees to make the Equipment available to Ricoh for scheduled preventative and interim maintenance. Customer further agrees to give Ricoh advance notice of any critical and specific uptime needs Customer may have so that Ricoh can schedule with Customer interim and preventative maintenance in advance of such needs. (c) Replacement of Equipment. Should a unit of Equipment or an accessory not be able to be maintained in conformance with manufacturer's specifications, Ricoh shall, at its own expense, replace such Equipment with another unit of the same product designation as that Equipment and Ricoh shall bear all installation, transportation, removal and rigging charges in connection with the installation of such replacement unit; provided, however that (a) the replacement unit may be a reconditioned or otherwise used unit rather than a new unit; and (b) if a replacement unit of the same product designation as the unit of Equipment it replaces is not available, the replacement unit may be a product of substantially similar or greater capabilities. 11. DATA MANAGEMENT SERVICES. The parties acknowledge and agree that Ricoh shall have no obligation to remove, delete, preserve, maintain or otherwise safeguard any information, images or content retained by or resident in any Equipment serviced and maintained by Ricoh, whether through a digital storage device, hard drive or other electronic medium ("Data Management Services"). If desired, Customer may engage Ricoh to perform Data Management Services at then -prevailing Contract rates. Customer acknowledges that Customer is responsible for ensuring its own compliance with legal requirements in connection with data retention and protection and that Ricoh does not provide legal advice or represent that the Equipment and Services will guarantee compliance with such requirements. The selection, use and design of any Data Management Services, and any decisions arising with respect to the deletion or storage of data, as well as the loss of any data resulting therefrom, shall be the sole and exclusive responsibility of Customer. If desired, Customer may engage Ricoh to perform the following Data Management Services, and the parties shall enter into a written work order setting the details of any such engagement: • Hard Drive Surrender Service. Under this option, a Ricoh service technician can remove the hard drive from the applicable equipment (set forth on a work order) and provide Customer with custody of the hard drive before the equipment is removed from the Customer's location, moved to another department or any other disposition of the equipment. The cost for the Hard Drive Surrender Services shall be as set forth in the Contract. • Data0verwrite5ecurity System (DOSS). DOSS is a Ricoh product designed to overwrite the sector of the hard drive used for data processing to prevent recovery. Additionally, DOSS also offers the option of overwriting the entire hard drive up to nine (9) times. 12. PURCHASES OF EQUH'MENT FOR CASH. In the event that Customer desires to purchase equipment or products from Ricoh from time to time, it may do so by issuing a Purchase Order/Sales Order to Ricoh for that purpose. In connection with any equipment purchase from Ricoh, Ricoh shall transfer to Customer any equipment warranties made by the equipment manufacturer, to the extent transferable and without recourse. Customer agrees to confirm delivery and acceptance of all equipment purchased under this Agreement within ten (10) business days after any equipment is delivered and installed (if installation has been agreed to by the parties) by signing a delivery and acceptance certificate 711850 04/18/2017 19:03 PM 22024534 ORDER AGREEMENT SaleType:LEASE Master Maintenance and Sale Agreement Date: I NEW I Sale Type: I LEASE ADDITIONAL ORDER INFORMATION Check All That Apply: ❑ Sales Tax Exempt (Attach Valid Exemption Certificate) ® Fixed Service Charge ❑ Add to Existing Service Contract # ❑ PO Included PO# ❑ PS Service (Subject to and governed by separate Statement of Work) ❑ Syndication ❑ IT Service (Subject to and governed by separate Statement of Work) This is an Order made pursuant to the terms and conditions of the above referenced Master Agreement(s) between Customer and Ricoh USA, Inc. The signature below indicates that the customer accepts all terms and oondllicns of the applicable Master Agreement(s) for this sale, Including by not limited to the terms set forth in the Master Agreement(s) and any Exhibit A thereto, all of which are Incorporated herein by reference and made part of this Order. Each party agrees that electronic signatures of the parties on this Order will have the same force and effect as manual signature. Ricoh may accept this Order by either Its signature or by commencing performance (e.g. Product delivery, Initiating Services, etc.). SERVICE INFORMATION BILL TO INFORMATION Customer Legal Name: CITY OF ROSEMEAD Overage BillingFrequency Address Line 1: 8838 VALLEY BLVD Contact: McKinney,Brad Address Line 2: Phone: (626)307-9218 City: ROSEMEAD E-mail: bmckinney@cityofrosemead.org ST / Zip: CA/91770-1714 County: LOS ANGELES Fax: ADDITIONAL ORDER INFORMATION Check All That Apply: ❑ Sales Tax Exempt (Attach Valid Exemption Certificate) ® Fixed Service Charge ❑ Add to Existing Service Contract # ❑ PO Included PO# ❑ PS Service (Subject to and governed by separate Statement of Work) ❑ Syndication ❑ IT Service (Subject to and governed by separate Statement of Work) This is an Order made pursuant to the terms and conditions of the above referenced Master Agreement(s) between Customer and Ricoh USA, Inc. The signature below indicates that the customer accepts all terms and oondllicns of the applicable Master Agreement(s) for this sale, Including by not limited to the terms set forth in the Master Agreement(s) and any Exhibit A thereto, all of which are Incorporated herein by reference and made part of this Order. Each party agrees that electronic signatures of the parties on this Order will have the same force and effect as manual signature. Ricoh may accept this Order by either Its signature or by commencing performance (e.g. Product delivery, Initiating Services, etc.). SERVICE INFORMATION Service Term Months Base BillingFrequency Overage BillingFrequency 60 Months I MONTHLY I MONTHLY PRODUCT INFORMATION SHIP TO INFORMATION Customer Name: CITY OF ROSEMEAD BIW Address Line 1: 8838 VALLEY BLVD Contact: McKlnney,Brad Address Line 2: Phone: (626)307-9218 City: ROSEMEAD E-mail: bmckinney@cityofrosemead.org ST /Zip: CA/91770.1714 County: LOS ANGELES Fax: PRODUCT INFORMATION BIW Color Product Description qty Service Allowance B1W Ovg Allowance Color Ovg Service Base Type (Pcregea suling (Peraese 0111ng (Perease 9119ng Frequency) Frequenyl I Frequency) RICOH MPC2004 1 Gold NIA $0.0080 N/A $0.0580 BRANDING SET BASIC CONNECTIVITY / PS / IT SERVICES INFORMATION BASIC CONNECTIVITY I PS / IT Services Description Quantity TS -TRAINING ADVANCED HARDWARE ONLY 1 4/18/2017 Version # 9.16 ■III INRIONANEl 10 1111111 II Page # 1 22024534 110AZZLI ft. IRA s G SE'.r`J'tC Ricoh USA, Inc. 70 Valley Stream Parkway Malvern, PA 19355 Product Schedule Number: Master Lease Agreement Number: This U.S. Communities Product Schedule (this "Schedule") is between Ricoh USA, hic. ("we" or "us") and CI'T'Y OF ROSEMEAD as customer or lessee ("Customer" or "you"). This Schedule constitutes a "Schedule," "Product Schedule," or "Order Agreement," as applicable, under the U.S. Communities Master Lease Agreement (together with any amendments, attachments and addenda thereto, the "Lease Agreement") identified above, between you and . All terms and conditions of the Lease Agreement are incorporated into this Schedule and made a part hereof. If we are not the lessor under the Lease Agreement, then, solely for purposes of this Schedule, we shall be deemed to be the lessor under the Lease Agreement. It is the intent of the parties that this Schedule be separately enforceable as a complete and independent agreement, independent of all other Schedules to the Lease Agreement. CUSTOMER INFORMATION CITY OF ROSEMEAD Hector Martinez Customer (Bill To) Billing Contact Name 2714 RIVER AVE 8838 VALLEY BLVD Product Location Address Billing Address (ifdierentfrom location address) ROSEMEAD CA 91770-3304 ROSEMEAD CA 91770-1714 City County State zip City County State zip Billing Contact Telephone Number Billing Contact Facsimile Number Billing Contact E -Mad Address (626)569-2192 1 f.atinez@interwestgip.com PRODUCT/EQUIPMENT DESCRIPTION ("Product') PAYMENT SCHEDULE Minimum Term Mi (months) 60'� Sales Tax Exempt: ❑ YES (Attach Addendum(s) attached: ❑ YES (cl TERMS AND CONDITIONS mu Payme Minimum Payment Billing Frequency Pithou Tax) ❑✓ Monthly i- [I Quarterly 109.70 ❑ Other: Advance Payment ❑ t"Payment ❑ l" & Last Payment ❑ Other: Certificate) Customer Billing Reference Number (P.O. #, etc.) nd indicate total number of pages: 1. The first Payment will be due on the Effective Date. If the Lease Agreement uses the terms "Lease Payment' and "Commencement Date" rather than "Payment" and "Effective Date," then, for purposes of this Schedule, the term "Payment" shall have the same meaning as "Lease Payment," and the term "Effective Date" shall have the same meaning as "Commencement Date." 2. You, the undersigned Customer, have applied to us to rent the above-described Product for lawful commercial (non -consumer) purposes. THIS IS AN UNCONDITIONAL, NON -CANCELABLE AGREEMENT FOR THE MINIMUM TERM INDICATED ABOVE, except as otherwise expressly provided in any provision of the Lease Agreement. If we accept this Schedule, you agree to rent the above Product from us, and we agree to rent such Product to you, on all the terms hereof, including the terms and conditions of the Lease Agreement. THIS WILL ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS SCHEDULE AND TIM, LEASE AGREEMENT AND HAVE RECEIVED A COPY OF THIS SCHEDULE AND THE LEASE AGREEMENT. 3. Additional Provisions (if any) are: THE PERSON SIGNING THIS SCHEDULE ON BEHALF OF THE CUSTOMER REPRESENTS THAT HE/SIM, HAS THE AUTHORITY TO DO SO. CUSTOME Accepted by: RICOH USA, INC. By: X By: Authorizeder Signature Authorized Signer SFgnature Noun: r Printed Nae: �Cge'ey -2%' Printed Name: Title: Ah<Z CfP", lt'7Gam, Date: Title: Date: 08/03/2017 00:35 AM 22750363 LSEADD USC -PS 03.13 Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 1 of I 2. 3. U.S.RICOH Communities Master Lease Agreement CUSTOMER INFORMATION Number: Ricoh USA, Inc. 70 Valley Stream Parkway Malvern, PA 19355 Full Legal Name CITY OF ROSEMEAD Address 8838 VALLEY BLVD City State Zip Contact Telephone Number ROSEMEAD CA 91770-1714 Hector Martinez (626)569-2192 Federal Tax ID Number Facsimile Number E-mail Address lm�mtinez(najvterwest�p.com o Nr 7mart Soclot SecnrO Ms. b,, This U.S. Communities Master Lease Agreement ("Lease Agreement") has been written in clear, easy to understand English. When we use the words "you", "your" or "Customer" in this Lease Agreement, we mean you, our customer, as indicated above. When we use the words "we", "us" or "our" in this Lease Agreement, we mean Ricoh USA, Inc. (`'Ricoh") or, if we assign this Lease Agreement or any Schedules executed in accordance with this Lease Agreement, pursuant to Section 13 below, the Assignee (as defined below). Our corporate office is located at 70 Valley Stream Parkway, Malvern, Pennsylvania 19355. Agreement. This Lease Agreement is executed pursuant to the contract by and between Ricoh USA, Inc. (successor -in -interest to Ricoh Americas Corporation) and Fairfax County (the "County") on behalf of the U.S. Communities Government Purchasing Alliance and all public agencies, non- profits and higher education entities ("Participating Public Agencies"), having a Contract ID number of 4400003732 and the contract period is from February 11, 2013 to June 30, 2019, with the option to renew for no more than three (3) years (the "Contract Period"), one year at a time, or any combination thereof (the "Contract"). Notwithstanding the foregoing, any Schedule entered into during the Contract Period shall continue in full force and effect for the entire lease term set forth in the Schedule. We agree to lease or rent, as specified in any equipment schedule executed by you and us and incorporating the terms of this Lease Agreement by reference (a "Schedule"), to yon, and you agree to lease or rent, as applicable, from us, subject to the terms of this Lease Agreement and such Schedule, the personal and intangible property described in such Schedule. The personal and intangible property described on a Schedule (together with all attachments, replacements, parts, substitutions, additions, repairs, and accessories incorporated in or affixed to the property and any license or subscription rights associated with the property) will be collectively referred to as "Product" The manufacturer of the tangible Product shall be referred to as the "Manufacturer." To the extent the Product includes intangible property or associated services such as periodic software licenses and prepaid data base subscription rights, such intangible property shall be referred to as the "Software." Schedules: Delivery and Acceptance. This Lease Agreement shall consist of the terms and conditions of the Contract and this Lease Agreement and any Schedule issued pursuant thereto. As it pertains to this Lease Agreement, the order of precedence of the component parts of the Lease Agreement shall be as follows: (a) the terms and conditions of this Lease Agreement and Schedule issued pursuant thereto, and (b) the terms and conditions of the Contract. The foregoing order of precedence shall govern the interpretation of this Lease Agreement in cases of conflict or inconsistency therein. Each Schedule that incorporates this Lease Agreement shall be governed by the terms and conditions of this Lease Agreement and the Contract, as well as by the terms and conditions set forth in such individual Schedule. Each Schedule shall constitute a complete agreement separate and distinct from this Lease Agreement and any other Schedule. In the event of a conflict between the temps of this Lease Agreement and any Schedule, the terms of such Schedule shall govern and control, but only with respect to the Product subject to such Schedule. The termination of this Lease Agreement will not affect any Schedule executed prior to the effective date of such termination, When you receive the Product and it is installed, you agree to inspect it to determine it is in good working order. Scheduled Payments (as specified in the applicable Schedule) will begin on or after the Product acceptance date ("Effective Date"), You agree to sign and retain to us a delivery and acceptance certificate (which may be done electronically) within five (5) business days after any Product is installed confirming that the Product has been delivered, installed, and is in good condition and accepted for all purposes under the Lease Agreement. Term: Payments. (a) The first scheduled Payment (as specified in the applicable Schedule) ("Payment") will be due on the Effective Date or such later date as we may designate. The remaining Payments will be due on the some day of each MSTLSE USC -MA 04.15 08/03/2017 00:35 AM subsequent month, unless otherwise specified on the applicable Schedule. To the extent not prohibited by applicable law, if any Payment or other amount payable under any Schedule is not received within ten (10) days of its due date, you will pay to us, in addition to that Payment, a one-time late charge of 5% of the overdue Payment (but in no event greater than the maximum amount allowed by applicable law). To the extent not prohibited by applicable law, you agree to pay $25.00 for each check returned for insufficient funds or for any other reason. (b) In the event that Customer terminates the Maintenance Agreement (as hereunder defined) between Customer and the Servicer relating to the Product provided hereunder due to a material breach by Servicer of its service obligations, including any Product service levels specified therein, which remained uncured for thirty (30) days following written notice of breach (in the manner expressly permitted by and in accordance with such Maintenance Agreement), Ricoh shall use reasonable efforts to assist Customer in selecting a replacement Servicer. This Section 3(b) shall not alter, restrict, diminish or waive the rights, remedies or benefits that Customer may have against Servicer under the Maintenance Agreement. (c) A Schedule may be terminated in whole or in part by the Customer in accordance with this Section 3(c) whenever the Customer shall determine that such a termination is in the best interest of the Customer. Any such termination shall be effected by delivery to Ricoh, at least thirty (30) working days prior to the effective date of such termination date, of a notice of termination specifying the extent to which performance shall be terminated. In the event of such termination, Customer agrees to return the Product to us in the manner required under Section 14 of this Lease Agreement and to pay to us (as compensation for loss of our bargain and not as a penalty), with respect to such terminated Product, financed Software and any Software Licenses, an amount which shall be equal to the monthly Payment for such Product, financed Software and/or Software License, as applicable, times the number of months remaining in the term of such Schedule (or any renewal of such Schedule) and/or any financing agreement with respect to the financed Software and/or Software License, plus any other amounts then due and payable under this Lease Agreement, Schedule and/or financing agreement with respect to such Product, Software and/or Software License, including, but not limited to, any lease payments and maintenance payments. Ricoh shall supply the Customer with the actual number of Payments remaining and the total meant due, and the Customer shall be relieved of all unpaid amounts for anticipated profit on unperformed services under any Maintenance Agreement (including any amount included in the monthly Payment that is attributable to maintenance, supplies, or any other service cost). (d) You also agree that except (a) as set forth in Section 18 below entitled "State and Local Government Provisions" and (b) for the best interest of the Customer as set forth in Section 3(c), THIS IS AN UNCONDITIONAL, NON -CANCELABLE AGREEMENT FOR THE MINIMUM TERM INDICATED ON ANY SCHEDULE TO THIS LEASE AGREEMENT, All Payments to us are "net" and unconditional and are not subject to set off, defense, counterclaim or reduction for any reason. You agree that you will remit payments to us in the form of company checks (or personal checks in Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd, 22750363 Page 1 of 4 5. 6. the case of sole proprietorships), direct debit or wires only. You also agree that cash and cash equivalents are not acceptable forms of payment for this Lease Agreement or any Schedule and that you will not remit such forms of payment to us. Payment in any other form may delay processing or be returned to you. Furthermore, only you or your authorized agent as approved by us will remit payments to us. Product Location: Use and Repair. You will keep and use the Product only at the Product Location shown in the applicable Schedule. You will not move the Product from the location specified in the applicable Schedule or make any alterations, additions or replacements to the Product without our prior written consent, which consent will not be unreasonably withheld. At your own cost and expense, you will keep the Product eligible for any Manufacturer's certification as to maintenance and in compliance with applicable laws and to good condition, except for ordinary wear and tear. You shall engage Ricoh, its subsidiaries or affiliates, or an independent third party (the "Servicer") to provide maintenance and support services pursuant to a separate agreement for such purpose ("Maintenance Agreement"). You may make alterations, additions or replacements (collectively, "Additions") and add Software to the Product provided that such Additions and Software do not impair the value or originally intended function or purpose of the Product and is not subject to any lien or security interest in favor of any other party; provided, further, that you remove such Additions and Software at your own cost and expense at the expiration or termination of the applicable Schedule. All Additions and Software which are not removed at the expiration or termination of the applicable Schedule will become part of the Product and our property at no cost or expense to us. We may inspect the Product upon proper notice to the customer at any reasonable time during normal working hours. Taxes and Fees. To the extent not prohibited by applicable law and unless and to the extent you are exempt and provide a valid exemption certificate to us, in addition to the payments under this Lease Agreement, you agree to pay all taxes (other than property taxes), assessments, fees and charges governmentally imposed upon our purchase, ownership, possession, leasing, renting, operation, control or use of the Product. If we are required to pay upfront sates or use tax and you opt to pay such tax over the term of the lease and not as a lump sum at lease inception, then you agree to pay us a "Sales Tax Administrative Fee" equal to 3.5% of the total tax due per year, to be included as part of the Payment. A valid sales and use tax exemption certificate must be provided to us within ninety (90) days of the first invoice to receive a credit/waiver of sales his, Warranties. We transfer to you, without recourse, for the term of each Schedule, any written warranties made by the Manufacturer or Software Supplier (as defined in Section l0 of this Lease Agreement) with respect to the Product leased or rented pursuant to such Schedule. YOU ACKNOWLEDGE THAT YOU HAVE SELECTED THE PRODUCT BASED ON YOUR OWN JUDGMENT AND YOU HEREBY AFFIRMATIVELY DISCLAIM RELIANCE ON ANY ORAL REPRESENTATION CONCERNING THE PRODUCT MADE TO YOU. However, if you enter into a Maintenance Agreement with Servicer with respect to any Product, no provision, clause or paragraph of this Lease Agreement shall alter, restrict, diminish or waive the rights, remedies or benefits that you may have against Servicer under such Maintenance Agreement. WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The only warranties, express or implied, made to you are the warranties (if any) made by the Manufacturer and/or Servicer to you in any documents, other than this Lease Agreement, executed by and between the Manufacturer and/or Servicer and you. YOU AGREE THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE ARE NOT RESPONSIBLE FOR, AND YOU WILL NOT MAKE ANY CLAIM AGAINST US FOR, ANY CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES. Loss or Damage. You are responsible for any theft of, destruction of, or damage to the Product (collectively, `Loss") from my cause at all, whether or not insured, from the time of Product acceptance by you until it is delivered to us at the end of the term of the Schedule. You are required to make all Payments even i£there, is a Loss. You must notify us in writing immediately of any Loss. Then, you shall be responsible to either (a) repair the Product so that It is in good condition and working order, eligible for any Manufacturer's certification, (b) pay us the amounts specified in Section 12 below, or (e) replace the Product with equipment of like age and capacity. 8. Liability and Insurance. You agree to maintain insurance, through self-insurance or otherwise, to cover the Product for all types of loss, including, without limitation, theft, in an amount not less than the full replacement value and you will name us as an additional insured and loss payee on your insurance policy. In MSTLSE USC -MA 04.15 08/03/2017 00:35 AM addition, you agree to maintain comprehensive public liability insurance, which, upon our request, shall be in an amount acceptable to us and shall name us as an additional insured. Such insurance will provide that we will be given thirty (30) days advance notice of any cancellation. Upon our request, you agree to provide us with evidence of such insurance in a form reasonably satisfactory to as. If you fail to maintain such insurance or to provide us with evidence of such insurance, we may (but are not obligated to) obtain insurance in such amounts and against such risks as we deem necessary to protect our interest in the Product. Such insurance obtained by us will not insure you against any claim, liability or loss related to your interest in the Product and may be cancelled by us at any time. You agree to pay us an additional amount each month to reimburse us for the insurance premium and an administrative fee, on which we or our affiliates may earn a profit. In the event of loss or damage to the Product, you agree to remain responsible for the Payment obligations under this Lease Agreement until the Payment obligations are fully satisfied. 9. Title: Recording. We are the owner of and will hold title to the Product (except for any Software). You will keep the Product free of all liens and encumbrances. Except as reflected on any Schedule, you agree that this Lease Agreement is a true lease. However, if any Schedule is deemed to be intended for security, you hereby grant to us a purchase money security interest in the Product covered by the applicable Schedule (including any replacements, substitutions, additions, attachments and proceeds) as security for the payment of the amounts under each Schedule. You authorize us to file a copy of this Lease Agreement and/or any Schedule as a financing statement, and you agree to promptly execute and deliver to us any financing statements covering the Product that we may reasonably require; provided, however, that you hereby authorize us to file any such financing statement without your authentication to the extent permitted by applicable law. 10. Software or Intangibles. To the extent that the Product includes Software, you understand and agree that we have no right, title or interest in the Software, and you will comply throughout the tern of this Lease Agreement with any license and/or other agreement ("Software License") entered into with the supplier of the Software ("Software Supplier"). You are responsible for entering into any Software License with the Software Supplier no later than the Effective Date; provided, however, if you do not enter into the Software License, then we may choose not to lease such Software to you under this Lease Agreement. 11. Default. Each of the following is a "Default" under this Lease Agreement and all Schedules: (a) you fail to pay any Payment or any other amount within thirty (30) days of its due date, (b) any representation or warranty made by you in this Lease Agreement is false or incorrect and/or you do not perform any of your other obligations under this Lease Agreement or any Schedule and/or under any other agreement with us or with any of our affiliates and this failure continues for thirty (30) days after we have notified you of it, (e) a petition is filed by or against you or any guarantor under any bankruptcy or insolvency law or a trustee, receiver or liquidator is appointed for you, any guarantor or any substantial part of your assets, (d) you or any guarantor makes an assignment for the benefit of creditors, (e) any guarantor dies, stops doing business as a going concern or transfers all or substantially all of such guarantor's assets, or (f) you stop doing business as a going concern or transfer all or substantially all of your assets. 12. Remedies. If a Default occurs, we may do one or more of the following: (a) we may cancel or terminate this Lease Agreement and/or any or all Schedules; (b) we may require you to immediately pay to us, as compensation for loss of our bargain and not as a penalty, a sum equal to: (i) all past due Payments and all other amounts then due and payable under this Lease Agreement or any Schedule; and (ii) the present value of all unpaid Payments for the remainder of the term of each Schedule plus the present value of our anticipated value of the Product at the end of the initial tern of any Schedule (or any renewal of such Schedule), each discounted at a rate equal to 3% per year to the date of default, and we may charge you interest on all amounts due us from the date of default until paid at the rate of 1.5% per month, but in no event more than the maximum rate permitted by applicable law. We agree to apply the net proceeds (as specified below in this Section) of any disposition of the Product to the amounts that you owe us; (c) we may require you to deliver the Product to us as set forth in Section 14; (d) to the extent not prohibited by applicable law, we or our representative may peacefully repossess the Product without a court order (it being agreed that we will provide you with written notice of Default prior to initiating recovery of the Product and will endeavor to contact you telephonically to schedule a convenient time to recover the Product); (e) we may exercise any and all other rights or remedies available to a lender, secured party or lessor under the Uniform Commercial Code ("UCC"), including without limitation, those set forth in Article 2A of the UCC, and at law or in equity; (f) we may immediately terminate your right to use the Software including the disabling (on-site or by remote communication) of any Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. 22750363 Page 2 of 4 Software; (g) we may demand the immediate return and obtain possession of the Software and re -license the Software at a public or private sale; (h) we may cause the Software Supplier to terminate the Software License, support and other services under the Software License, and/or (i) at ow option, we may sell, re- lease, or otherwise dispose of the Product under such terms and conditions as may be acceptable to us in our discretion. If we take possession of the Product (or any Software, if applicable), we may sell or otherwise dispose of it with or without notice, at a public or private disposition, and to apply the net proceeds (after we have deducted all costs, including reasonable attorneys' fees) to the amounts that you owe us. You agree that, if notice of sale is required by law to be given, ten (10) days notice shall constitute reasonable notice. If applicable, you will remain responsible for any deficiency that is due after we have applied any such net proceeds. To the extent permitted by applicable law, in the event an action is brought to enforce or interpret this Lease Agreement, the prevailing party shall be entitled to reimbursement of all costs including, but not limited to, reasonable attorney fees and court costs incurred. 13. Ownership of Product: Assignment. YOU HAVE NO RIGHT TO SELL, TRANSFER, ENCUMBER, SUBLET OR ASSIGN THE PRODUCT OR THIS LEASE AGREEMENT OR ANY SCHEDULE WITHOUT OUR PRIOR WRITTEN CONSENT (which consent shall not be unreasonably withheld). You agree that we may sell or assign all or a portion of ow interests, but not our obligations, in the Product and/or this Lease Agreement or any Schedule without notice to you even if less than all the Payments have been assigned. In the event the remit to address for Payments is changed during the term of this Lease Agreement or any Schedule, then Ricoh or the Assignee will provide notice to you. In that event, the assignee (the "Assignee") will have such rights as we assign to them but none of our obligations (we will keep those obligations) and the rights of the Assignee will not be subject to any claims, defenses or set offs that you may have against us. No assignment to an Assignee will release Ricoh from any obligations Ricoh may have to you hereunder. The Maintenance Agreement you have entered into with a Servicer will remain in full force and effect with Servicer and will not be affected by any such assignment. You acknowledge that the Assignee did not manufacture or design the Product and that you have selected the Manufacturer, Servicer and the Product based on your own judgment. 14. Renewal; Return of Product. UNLESS EITHER PARTY NOTIFIES THE OTHER IN WRITING AT LEAST THIRTY (30) DAYS, BUT NOT MORE THAN ONE HUNDRED TWENTY (120) DAYS, PRIOR TO THE EXPIRATION OF THE MINIMUM TERM OR EXTENSION OF SUCH SCHEDULE, AFTER THE MINIMUM TERM OR ANY EXTENSION OF ANY SCHEDULE TO THIS LEASE AGREEMENT, SUCH SCHEDULE WILL AUTOMATICALLY RENEW ON A MONTH-TO-MONTH BASIS; PROVIDED, HOWEVER, THAT AT ANY TIME DURING ANY MONTH-TO- MONTH RENEWAL, WE HAVE THE RIGHT, UPON THIRTY (30) DAYS NOTICE, TO DEMAND THAT THE PRODUCT BE RETURNED TO US IN ACCORDANCE WITH THE TERMS OF THIS SECTION 14. Notwithstanding the foregoing, nothing herein is intended to provide, nor shall be interpreted as providing, (a) you with a legally enforceable option to extend or renew, the terms of this Lease Agreement or any Schedule, or (b) us with a legally enforceable option to compel any such extension or renewal. At the end of or upon termination of each Schedule, you shall immediately make arrangements to have the Product subject to such expired Schedule picked up by us (or our designee), in as good condition as when you received it, except for ordinary wear and tear. Ricoh (or our designee) shall bear shipping charges. You most pay additional monthly Payments at the same rate as then in effect under a Schedule, until (i) you provide notice to us prior to the expiration of the minimum term or extension of any Schedule and (ii) the Product is picked up by us or am designees and is received in good condition and working order by us or our designees. Notwithstanding anything to the contrary set forth in this Lease Agreement, the parties acknowledge and agree that we shall have no obligation to remove, delete, preserve, maintain or otherwise safeguard any information, images or content retained by or resident in any Products leased by you hereunder, whether through a digital storage device, hard drive or other electronic medium ("Data Management Services"). If desired, you may engage Ricoh to perform Data Management Services at then -prevailing contracted rates pursuant to vow Maintenance Agreement or other agreement with Ricoh. You acknowledge that you are responsible for ensuring your own compliance with legal requirements in connection with data retention and protection and that we do not provide legal advice or represent that the Products will guarantee compliance with such requirements. The selection, use and design of any Data Management Services, and any decisions arising with respect to the deletion or storage of data, as well as the loss of any data resulting therefrom, shall be your sole and exclusive responsibility MSTLSE USC -MA 04.15 08/03/2017 00:35 AM 15, Miscellaneous. It is the intent of the parties that this Lease Agreement and any Schedule shall be deemed and constitute a "finance lease" as defined under and governed by Article 2A of the UCC. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. YOU AGREE THAT THE TERMS AND CONDITIONS CONTAINED IN THE CONTRACT, THIS LEASE AGREEMENT, AND IN EACH SCHEDULE MAKE UP THE ENTIRE AGREEMENT BETWEEN US REGARDING THE LEASING OR RENTAL OF THE PRODUCT AND SUPERSEDE ALL PRIOR WRITTEN OR ORAL COMMUNICATIONS, UNDERSTANDINGS OR AGREEMENTS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER CONTAINED HEREIN, INCLUDING, WITHOUT LIMITATION, PURCHASE ORDERS. Any purchase order, or other ordering documents, will not modify or affect this Lease Agreement or any Schedule and shall serve only the purpose of identifying the equipment ordered. You authorize us to supply any missing "configure to order" number ("CTO"), other equipment identification numbers (including, without limitation, serial numbers), agreement/schedule identification numbers and/or dates in this Lease Agreement or any Schedule. You acknowledge that you have not been induced to enter into this Lease Agreement by any representation or warranty not expressly set forth in this Lease Agreement. Neither this Lease Agreement nor any Schedule is binding on us until we sign it. ANY CHANGE IN ANY OF THE TERMS AND CONDITIONS OF TIES LEASE AGREEMENT OR ANY SCHEDULE MUST BE IN WRITING AND SIGNED BY BOTH PARTIES. If we delay or fail to enforce any of its rights under this Lease Agreement with respect to any or all Schedules, we will still be able to enforce those rights at a later time. All notices shall be given in writing and sent either (a) by certified mail, return receipt requested, or recognized overnight delivery service, postage prepaid, addressed to the party receiving the notice at the address shown on the front of this Lease Agreement, or (b) by facsimile transmission, with oral confirmation, to the facsimile number shown below such party's signature on this Lease Agreement. Either party may change its address or facsimile number by giving written notice of such change to the other party. Notices shall be effective on the date received. Each of our respective rights and indemnities will survive the termination of this Lease Agreement and each Schedule. If more than one customer has signed this Lease Agreement or any Schedule, each customer agrees that its liability is joint and several. It is the express intent of the parties not to violate any applicable usury laws or to exceed the maximum meant of time price differential or interest, as applicable, permitted to be charged or collected by applicable law, and any such excess payment will be applied to payments in the order of maturity, and any remaining excess will be refunded to you. We make no representation or warranty of any kind, express or implied, with respect to the legal, tax or accounting treatment of this Lease Agreement and any Schedule and you acknowledge that we are an independent contractor and not your fiduciary. You will obtain your own legal, tax and accounting advice related to this Lease Agreement or any Schedule and make your own determination of the proper accounting treatment of this Lease Agreement or any Schedule. We may receive compensation from the Manufacturer or supplier of the Product in order to enable us to reduce the cost of leasing or renting the Product to you under this Lease Agreement or any Schedule below what we otherwise would charge. If we received such compensation, the reduction in the cost of leasing or renting the Product is reflected in the Minimum Payment specified in the applicable Schedule. To the fullest extent permitted by applicable law, you authorize us or am agent to obtain credit reports and make credit inquiries regarding you and your financial condition and to provide your information, including payment history, to aur assignee and third parties having an economic interest in this Lease Agreement, any Schedule or the Product. 16. Governing Law: Jurisdiction: Waiver of Trial By Jury and Certain Rights and Remedies Under The Uniform Commercial Code. YOU AGREE THAT THIS LEASE AGREEMENT AND ANY SCHEDULE WILL BE GOVERNED UNDER THE LAW FOR THE STATE WHERE YOUR PRINCIPAL PLACE OF BUSINESS OR RESIDENCE IS LOCATED. YOU ALSO CONSENT TO THE VENUE AND NON-EXCLUSIVE JURISDICTION OF ANY COURT LOCATED IN THE STATE WHERE YOUR PRINCIPAL PLACE OF BUSINESS OR RESIDENCE IS LOCATED TO RESOLVE ANY CONFLICT UNDER THIS LEASE AGREEMENT. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE PARTIES TO THIS LEASE AGREEMENT EACH WAIVE THE RIGHT TO TRIAL BY JURY IN THE EVENT OF A LAWSUIT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A CUSTOMER OR LESSEE BY SECTIONS 508-522 OF ARTICLE 2A OF THE UCC THAT YOU MAY HAVE AGAINST US (BUT NOT AGAINST THE Ricoh' and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. 22750363 Page 3 of 4 MANUFACTURER OF THE PRODUCT).TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY AND RECORD INFORMA'T'ION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT THIS MEANS FOR YOU: WHEN YOU OPEN AN ACCOUNT, WE WILL ASK FOR YOUR NAME, ADDRESS AND OTHER INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU. WE MAY ASIC TO SEE IDENTIFYING DOCUMENTS. 17, Cmmternarts: Facsimiles, Each Schedule may be executed in counterparts. The counterpart which has our original signature and/or is in our possession or control shall constitute chattel paper as that term is defined in the UCC and shall constitute the original agreement for all purposes, including, without limitation, (a) any hearing, trial or proceeding with respect to such Schedule, and (b) any determination as to which version of such Schedule constitutes the single true original item of chattel paper under the UCC. If you sign and transmit a Schedule to us by facsimile or other electronic transmission, the facsimile or such electronic transmission of such Schedule, upon execution by us (manually or electronically, as applicable), shall be binding upon the parties. You agree that the facsimile or other electronic transmission of a Schedule containing your facsimile or other electronically transmitted signature, which is manually or electronically signed by us, shall constitute the original agreement for all purposes, including, without limitation, those outlined above in this Section. You agree to deliver to us upon our request the counterpart of such Schedule containing your original manual signature. 18. State and Local Government Provisions. If the Customer is a State or political subdivision of a State, as those terms are defined in Section 103 of the Internal Revenue Code, the following additional terms and conditions shall apply: (a) Essentiality. During the term of this Lease Agreement and any Schedule, the Product will be used solely for the purpose of performing one or more governmental or proprietary functions consistent with the permissible scope of your authority. You represent and warrant that the use of the Product is essential to performing such governmental or proprietary functions. (b) Non -A orondation/Non-Substitution. (i) If your governing body fails to appropriate sufficient monies in any fiscal period for rentals and other payments coming due under a Schedule to this Lease Agreement in the next succeeding fiscal period for any equipment which will perform services and functions which in whole or in part are essentially the same services and functions performed by the Product covered by any such Schedule, then a "Non -Appropriation" shall be deemed to have occurred. (ii) If a Non - Appropriation occurs, then: (A) you must give us immediate notice of such Non -Appropriation and provide written notice of such failure by your governing body at least sixty (60) days prior to the end of the then current fiscal year or if Non -Appropriation has not occurred by such date, immediately upon Non -Appropriation, (B) no later than the last day of the fiscal year for which appropriations were made for the rental due under any Schedule to this Lease Agreement (the "Return Date"), you shall make available to us (or our designee) all, but not less than all, of the Product covered by such Schedule to this Lease Agreement, at your sole expense, in accordance with the terms hereof, and (C) any Schedule to this Lease Agreement shall terminate on the Return Date without penalty or expense to you and you shall not be obligated to pay the rentals beyond such fiscal year, provided that (x) you shall pay any and all rentals and other payments due up through the end of the last day of the fiscal year for which appropriations were made and (y) you shall pay month-to-month rent at the rate set forth in any such Schedule for each month or part thereof that you fail to make available to us (or our designee) the Product as required herein. (iii) Upon any such Non -Appropriation, upon our request, you will provide an opinion of independent counsel or other legally designated authority (who shall be reasonably acceptable to us), in form reasonably acceptable to us, confirming the Non -Appropriation and providing reasonably sufficient proof of such Non -Appropriation. (c) Funding Intent. You represent and warrant to us that you presently intend to continue this Lease Agreement and any Schedule hereto for the entire term of such Schedule and to pay all rentals relating to such Schedule and to do all things lawfully within your power to obtain and maintain funds from which the rentals and all other payments owing under such Schedule may be made. 'Be parties acknowledge that appropriation for rentals is a governmental function to which you cannot contractually commit yourself in advance and this Lease Agreement shall not constitute such a commitment. To the extent permitted by law, the person or entity in charge of preparing your budget will include in the budget request for each fiscal year during the term of each Schedule, respectively, to this Lease Agreement an amount equal to the rentals (to be used for such rentals) to become due in such fiscal year, and will use all reasonable and lawful means available to secure the appropriation of money for such fiscal year sufficient to pay all rentals coming due during such fiscal year. (d) Authority and Authorization. (r) You represent and warrant to as that: (A) you are a State or political subdivision of a State, as those terms are defined in Section 103 of the Internal Revenue Code; (B) you have the power and authority to enter into this Lease Agreement and all Schedules to this Lease Agreement; (C) this Lease Agreement and all Schedules to this Lease Agreement have been duly authorized, executed and delivered by you and constitute valid, legal and binding agreement(s) enforceable against you in accordance with their terms; and (D) no further approval, consent or withholding of objections is required from any governmental authority with respect to this Lease Agreement or any Schedule to this Lease Agreement. (it) If and to the extent required by as, you agree to provide us with an opinion of independent counsel or other legally designated authority (who shall be reasonably acceptable to us) confirming the foregoing and other related matters, in form and substance acceptable to us. (iii) You agree to take all required actions and to file all necessary forms, including IRS Forms 8038-G or 8038 -GC, as applicable, to preserve the tax exempt status of this Lease Agreement and all Schedules thereto. (iv) You agree to provide as with any other documents that we may reasonably request in connection with the foregoing and this Lease Agreement. (e) Assignment. You agree to acknowledge any assignment to the Assignee in writing, if so requested, and, if applicable, to keep a complete and accurate record of all such assignments in a manner that complies with Section 149(a) of the Internal Revenue Code and the regulations promulgated thereunder. IN WITNESS WHEREOF, the parties have executed this Lease Agreement as of the dates set forth below. THE PERSON SIGNING THIS LEASE AGREEMENT ON BEHALF OF THE CUSTOME By: X Authorized Signer Signature G Printed Name:" Title: -T 0,e+c. Date: Facsimile Number: MSTLSE USC -MA 04.15 08/03/2017 00:35 AM HE/SHE HAS THE AUTHORITY TO DO SO. Accepted by: RICOH USA, INC. By: Authorized Signer Signature Printed Name: 'title: Faesimile Number: Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. 22750363 Page 4 of 4 U.S. Comi\i uNITIEs EQUIPMENT SALE AND MAINTENANCE AGREEMENT (EQUIPMENT SALES, BREAK -FTX SERVICES) CUSTo=11 INFORMATION Le al Name Cn YDP&DSEMEAD Bila To Address 9538 VALLEYBLVD City aosEn,Eao State IcA I Zip Code --T91770-1714 This Equipment Sale and Maintenance Agreement ("Maintenance Agreement") sets forth the terms pursuant to which Customer may acquire equipment, software, and/or hardware products and maintenance services identified on an Order (defined below) from Ricoh USA, Inc. ("Ricoh"). This Maintenance Agreement is executed pursuant to the contract by and between Ricoh USA, Inc. (successor -in -interest to Ricoh Americas Corporation) and Fairfax County (the "County") on behalf of the U.S. Communities Government Purchasing Alliance and all public agencies, non -profits and higher education entities ("Participating Public Agencies"), having a Contract ID number of 4400003732 and the contract period is from February 11, 2013 to June 30, 2019, with the option to renew for no more than three (3) years (the "Contract Period"), one year at a time, or any combination thereof (the "Contract"). Notwithstanding the foregoing, any Maintenance Agreement and Order entered into during the Contract Period shall continue in full force and effect for the entire term set forth in the Order. To the extent that Customer purchases or leases Equipment from Ricoh under the Contract and also desires for Ricoh to provide maintenance services for such Equipment under the order (the "Order"), then the terms and conditions of this Maintenance Agreement shall apply. This Maintenance Agreement shall consist of the terms and conditions of the Contract and this Maintenance Agreement. As it pertains to this Maintenance Agreement, the order of precedence of the component parts of the Maintenance Agreement shall be as follows: (a) the terms and conditions of this Maintenance Agreement and (b) the terms and conditions of the Contract. The foregoing order of precedence shall govern the interpretation of this Maintenance Agreement in cases of conflict or inconsistency therein. 1. MAINTENANCE SERVICES COVERAGE. Ricoh shall provide to Customer maintenance services under an Order, during Ricoh business hours, 8:00am to 5:00pm Monday through Friday excluding holidays ((i) New Year's Day; (ii) Memorial Day; (iii) 4th of July; (iv) Labor Day; (v) Thanksgiving; (vi) Day after Thanksgiving; and (vii) Christmas Day) ("Normal Business Hours"), as follows (collectively, the "Maintenance Services"): (a) During the term of the Order, Ricoh will provide the Maintenance Services necessary to keep the covered Equipment in, or restore the covered Equipment to, good working order. Maintenance Services will include lubrication, cleaning, adjustments and replacement of maintenance parts deemed necessary by Ricoh due to normal usage (other than consumable parts). In the event the Equipment becomes unserviceable as a result of normal usage, replacement parts will be furnished and installed on an exchange basis and will be new OEM; provided, however, if such OEM part is not available and in order to restore the functionality of the Equipment, Ricoh shall be permitted to use a reconditioned or used part until such time as the new OEM part becomes available and is installed in the Equipment. All parts removed due to replacement will become the property of Ricoh. The provision of Maintenance Services does not assure uninterrupted operation of the covered Equipment. (b) If available, Maintenance Services requested and performed outside Normal Business Hours will be charged to Customer at applicable time and material rates set forth in the Contract. (c) The Maintenance Services provided by Ricoh will not include the following: (i) Repairs resulting from misuse (including without limitation to improper voltage or the use of supplies that do not conform to Ricoh's specifications); (ii) Repairs made necessary by service performed by persons other than authorized Ricoh representatives; (iii) Replacement of consumable parts which are consumed in normal Equipment operation, unless specifically included in the Order; (iv) Removable cassette, copy cabinet, exit trays, or any item not related to the mechanical or electrical operation of the Equipment: (v) Unless 1 711850 08/03/2017 00:35 AM 22750363 otherwise agreed, consumable supplies such as toner, developer, paper or supplies that are consumed in the normal operation of the Equipment; (vi) Repairs and/or service calls resulting from attachments or accessories not acquired from Ricoh; (vii) Any Software, system support or related connectivity unless otherwise agreed in the Order; (viii) Electricall work external to the Equipment, including problems resulting from overloaded or improper circuits; (ix) Charges for installation of the Equipment or de -installation and/or movement of the Equipment from one location to another; or (x) Repair of damage or increase in service time caused by: accident, disaster (which shall include but not be limited to fire, flood, water, wind and lightning), transportation, neglect, power transients, abuse or misuse, failure of the Customer to follow Ricoh's published operating instructions, and unauthorized modifications or repair of Equipment by persons other than authorized representatives of Ricoh. (d) In the absence of a separate maintenance agreement for any software, if Ricoh is engaged to provide software support under an Order, during Normal Business Hours, Ricoh will provide advice by telephone, email or via the Ricoh or developer's website following receipt of a request from Customer to diagnose faults in the software and advice to rectify such faults. Such support may be provided remotely. (e) Damage to the Equipment or its parts arising out of, or other causes beyond, the control of Ricoh are not covered by an Order and may subject Customer to a surcharge or to cancellation of the Maintenance Services by Ricoh. In addition, Ricoh may terminate an Order if the Equipment is modified, damaged, altered or serviced by personnel other than those employed by Ricoh or are authorized by Ricoh to provide service and maintenance for the Equipment. (f) Service necessitated as a result of inadequate key operator involvement, operator caused damage, lack of recommended service, or use of inadequate or incompatible supplies may result in service being rendered on a time -and -material basis in addition to the Maintenance Charges (as defined in Section 5). 2. MAINTENANCE SERVICE CALLS. Maintenance service calls under an Order will be made during Normal Business Hours at the installation address shown on the Order. Travel and labor -time for the service calls after Normal Business Hours, on weekends and on holidays, if and when available, will be charged at overtime rates in effect at the time the service call is made. Ricoh representatives will not handle, disconnect or repair unauthorized attachments or components. Customer is responsible for disconnecting and re -connecting unauthorized attachments or components. Customer hereby indemnifies and holds Ricoh and its employees and representatives harmless for claims for damages to any unauthorized parts, components or accessories resulting from service performed on Equipment covered by an Order. 3. RECONDITIONING. Rebuilding, reconditioning or major overhauls necessitated by usage not in accordance with manufacturer's published specifications, which shall be provided upon Customer's request, are not covered by an Order. In addition, if Ricoh determines that a reconditioning is necessary as a result of normal wear and tear of materials and age factors caused by normal usage in order to keep the Equipment in working condition, Ricoh will submit to Customer an estimate of the needed repairs and the cost for such repairs (which costs will be in addition to the charges payable under this Maintenance Agreement). If the Customer does not authorize such reconditioning, Ricoh may, at its option: (a) discontinue service of the Equipment under an Order and refund any unused portion of the Maintenance Charges, or (b) refuse to renew an Order upon its expiration. After any such termination, Ricoh will make service available on a "Time and Material Rate" basis at Ricoh's then prevailing rates at the time of service. 4. TERM. Each Order shall become effective on the delivery and Customer acceptance of the Equipment and/or solution and shall continue for the term specified therein (the "Initial Term") so long as no ongoing default exists on Customer's part. At the expiration of the Initial Term or any renewal term, unless Customer provides written notice of its intention not to renew within thirty (30) days of the expiration of the Initial Term or any renewal term, the Order shall automatically renew on a month-to- month basis. In addition to any other rights or remedies which either party may have under this Maintenance Agreement or at law or equity, either party shall have the right to cancel the Services provided under this Maintenance Agreement immediately: (i) if the other party fails to pay any fees or charges or any other payments required under this Maintenance Agreement when due and payable, and 711850 08/03/2017 00:35 AM 22750363 such failure continues for a period of thirty (30) days after being notified in writing of such failure; or (ii) if the other party fails to perform or observe any other material covenant or condition of this Maintenance Agreement, and such failure or breach shall continue un -remedied for a period of thirty (30) days after such parry is notified in writing of such failure or breach. 5. MAINTENANCE CHARGES. (a) Maintenance service charges ("Maintenance Charges") will be payable by the Customer in accordance with the terms set forth in the Order. (b) Customer acknowledges and agrees that: (i) the transfer of the Equipment from the location indicated on the face hereof may result in an increase of Maintenance Charges or the termination of an Order; (ii) if an Order includes toner, toner usage is based on manufacturer supply consumption rates. Ricoh will determine and deliver supplies in accordance with agreed upon usage. Consumption of covered supply products varying significantly from expected usage may result in additional charges for supplies, or as otherwise agreed to by the parties. Maintenance Charges are based on standard 8.5x11 images. Ricoh reserves the right to assess additional images charges for non-standard images, including 11x17 images. 6. USE OF RICOH RECOMMENDED SUPPLIES. Ricoh products are designed to give excellent performance with Ricoh recommended supplies, including paper, developer, toner, and fuser oil. If the Customer uses other than Ricoh recommended supplies, and if such supplies are defective or not acceptable for use with the Equipment and cause abnormally frequent service calls or service problems, then Ricoh may, at its option, assess a surcharge or terminate an Order. If so terminated, Customer will be offered service on a time and materials basis at Ricoh's then prevailing rates. It is not a condition of an Order that the Customer use only Ricoh brand supplies. 7. METER READINGS. As part of its Services, Ricoh may, at its discretion and dependent upon device capabilities, provide remote meter reading and equipment monitoring services using its @Remote solution. If @Remote is not selected by the Customer, Customer shall be responsible and agrees to provide Ricoh true and accurate meter readings monthly and in any reasonable manner requested by Ricoh. If accurate meter readings are not provided, Ricoh reserves the right to estimate the meter readings from previous meter readings. 8. CUSTOMER OBLIGATIONS. Customer agrees to provide a proper place for the use of the Equipment, including electric service as specified by the manufacturer. Customer will provide adequate facilities (at no charge) for use by Ricoh representatives in connection with the maintenance of the Equipment hereunder within a reasonable distance of the Equipment. Customer agrees to provide "360 degree" service access to the Equipment, subject to Customer's usual security procedures. Customer will provide a key operator for the Equipment and will make operators available for instruction in use and care of the Equipment. All supplies for use with the Equipment will be provided by the Customer and will meet manufacturer specifications. It is the responsibility of the Customer to have the supplies available "on site" for servicing. Customer agrees that any systems utilizing similar supplies must be covered under similar inclusive maintenance programs. If any software, system support or related connectivity services are included as part of the Order as determined by Ricoh, Ricoh shall provide any such services at Customer's location set forth in the Order as applicable, or on a remote basis. Customer shall provide Ricoh with such access to Customer's facilities, networks and systems as may be reasonably necessary for Ricoh to perform such services. 9. WARRANTY DISCLAIMER. OTHER THAN THE OBLIGATIONS SET FORTH EXPRESSLY IN THIS MAINTENANCE AGREEMENT, RICOH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR USE, OR FITNESS FOR A PARTICULAR PURPOSE. RICOH SHALL NOT BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING OUT OF THE USE OR PERFORMANCE OF THE EQUIPMENT OR THE LOSS OF USE OF THE EQUIPMENT. RICOH'S TOTAL AGGREGATE LIABILITY TO CUSTOMER UNDER THE MAINTENANCE AGREEMENT, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL OF THE FEES PAID TO RICOH IN CONNECTION WITH THE 3 711850 08/03/2017 00:35 AM 22750363 MAINTENANCE SERVICES. 10. SERVICE LEVELS. (a) Response Time. Ricoh will provide a one hour (1) phone response to service calls measured from receipt of the Customer's call. Ricoh service technicians will meet a four (4) business hour response time for all Customer service calls located within a major metropolitan area and eight (8) hour average response time for all Customer service calls located fifty (50) miles or greater from a Ricoh service center. Response time is measured in aggregate for all Equipment covered by the Order. (b) Uptime. Ricoh will service the Equipment provided under an Order to be operational with a quarterly uptime average of 95% (based on manufacturer's performance standards and an 8 -hour day, during Normal Business Hours), excluding preventative and interim maintenance time. Downtime will begin at the time Customer places a service call to Ricoh. Customer agrees to make the Equipment available to Ricoh for scheduled preventative and interim maintenance. Customer further agrees to give Ricoh advance notice of any critical and specific uptime needs Customer may have so that Ricoh can schedule with Customer interim and preventative maintenance in advance of such needs. (c) Replacement of Equipment. Should a unit of Equipment or an accessory not be able to be maintained in conformance with manufacturer's specifications, Ricoh shall, at its own expense, replace such Equipment with another unit of the same product designation as that Equipment and Ricoh shall bear all installation, transportation, removal and rigging charges in connection with the installation of such replacement unit; provided, however that (a) the replacement unit may be a reconditioned or otherwise used unit rather than a new unit; and (b) if a replacement unit of the same product designation as the unit of Equipment it replaces is not available, the replacement unit may be a product of substantially similar or greater capabilities. 11. DATA MANAGEMENT SERVICES. The parties acknowledge and agree that Ricoh shall have no obligation to remove, delete, preserve, maintain or otherwise safeguard any information, images or content retained by or resident in any Equipment serviced and maintained by Ricoh, whether through a digital storage device, hard drive or other electronic medium ("Data Management Services"). If desired, Customer may engage Ricoh to perform Data Management Services at then -prevailing Contract rates. Customer acknowledges that Customer is responsible for ensuring its own compliance with legal requirements in connection with data retention and protection and that Ricoh does not provide legal advice or represent that the Equipment and Services will guarantee compliance with such requirements. The selection, use and design of any Data Management Services, and any decisions arising with respect to the deletion or storage of data, as well as the loss of any data resulting therefrom, shall be the sole and exclusive responsibility of Customer. If desired, Customer may engage Ricoh to perform the following Data Management Services, and the parties shall enter into a written work order setting the details of any such engagement: • Hard Drive Surrender Service. Under this option, a Ricoh service technician can remove the hard drive from the applicable equipment (set forth on a work order) and provide Customer with custody of the hard drive before the equipment is removed from the Customer's location, moved to another department or any other disposition of the equipment. The cost for the Hard Drive Surrender Services shall be as set forth in the Contract. • DataOverwriteSecurity System (DOSS). DOSS is a Ricoh product designed to overwrite the sector of the hard drive used for data processing to prevent recovery. Additionally, DOSS also offers the option of overwriting the entire hard drive up to nine (9) times. 12. PURCHASES OF EQUIPMENT FOR CASH. In the event that Customer desires to purchase equipment or products from Ricoh from time to time, it may do so by issuing a Purchase Order/Sales Order to Ricoh for that purpose. In connection with any equipment purchase from Ricoh, Ricoh shall transfer to Customer any equipment warranties made by the equipment manufacturer, to the extent transferable and without recourse. Customer agrees to confirm delivery and acceptance of all equipment purchased under this Agreement within ten (10) business days after any equipment is delivered and installed (if installation has been agreed to by the parties) by signing a delivery and acceptance certificate 711850 08/03/2017 00:35 AM 22750363 (in a form to be provided by Ricoh) or written delivery acknowledgement. Ricoh reserves the right to make equipment deliveries in installments. All claims for damaged equipment shall be deemed waived unless made in writing, delivered to Ricoh within ten (10) business days after delivery of equipment to Customer; provided, however, Ricoh shall not be responsible for damage to equipment caused by the Customer, its employees, agents or contractors. Ricoh warrants to Customer that at the time of delivery and for a period of ninety (90) days thereafter the Ricoh -manufactured equipment will be free from any defects in material and workmanship; provided, however, the foregoing warranty shall not apply in the event (i) the Ricoh -manufactured equipment is installed, wired, modified, altered, moved or serviced by anyone other than Ricoh, (ii) the Ricoh -manufactured equipment is installed, stored and utilized and/or maintained in a manner not consistent with Ricoh specifications, (iii) a defective or improper non -Ricoh accessory or supply or part is attached to or used in the Ricoh -manufactured equipment. Except to the extent of any applicable and validated exemption, Customer agrees to pay any applicable taxes that are levied on or payable as a result of the use, sale, possession or ownership of the equipment purchased hereunder, other than income taxes of Ricoh. 13. MISCELLANEOUS. This Maintenance Agreement shall be governed by the laws of the State where the Customer's principal place of business or residence is located both as to interpretation and performance, without regard to its choice of law requirements. This Maintenance Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original. In order to expedite the ordering and delivery process, and for the convenience of the Customer, this Maintenance Agreement establishes the terms and conditions between the parties governing all services. Any documents issued by Customer to procure services at any time for any reason, even if they do not expressly reference or incorporate this Maintenance Agreement, will not modify or affect this Maintenance Agreement notwithstanding the inclusion of any additional or different terms or conditions in any such ordering document and shall serve only the purpose of identifying the services ordered and shall be subject to the terms and conditions of this Maintenance Agreement. IN WITNESS WHEREOF, the parties have executed this Maintenance Agreement as of the date first written above. CUSTOMER By: e - Name: Title: Date: 9 71185v3 RICOH USA, INC. By: Name: Title: Date: 08/03/2017 00:35 AM 22750363 ORDER AGREEMENT Sale Type :LEASE Master Maintenance and Sale Agreement Date: I NEW ISale Type: I LEASE ADDITIONAL ORDER INFORMATION 0 Sales Tax Exempt (Attach Valid Exemption Certificate) 0 Fixed Service Charge 0 Add to Existing Service Contract # 0 PO Included PO# 0 PS Service (Subject to and governed by separate Statement of Work) 0 Syndication 0 IT Service (Subject to and governed by separate Statement of Work) This is an Order made pursuant to the terms and conditions of the above referenced Master Agreement(s) between Customer and Ricoh USA, Inc. The signature below indicates that the customer accepts all terms and conditions of the applicable Master Agreement(s) for this sale, including by not limited to the terms set forth in the Master Agreement(s) and any Exhibit A thereto, all of which are incorporated herein by reference and made part of this Order. Each party agrees that electronic signatures of the parties on this Order will have the same force and effect as manual signature. Ricoh may accept this Order by either its signature or by commencing performance (e.g. Product delivery, Initiating Services, etc.). SERVICE INFORMATION BILL TO INFORMATION Customer Legal Name: CITY OF ROSEMEAD Overage Billing Frequency Address Line 1: 8838 VALLEY BLVD Contact: Address Line 2: Phone: City: ROSEMEAD E-mail: ST / Zip: CA/91770-1714 County: LOS ANGELES Fax: ADDITIONAL ORDER INFORMATION 0 Sales Tax Exempt (Attach Valid Exemption Certificate) 0 Fixed Service Charge 0 Add to Existing Service Contract # 0 PO Included PO# 0 PS Service (Subject to and governed by separate Statement of Work) 0 Syndication 0 IT Service (Subject to and governed by separate Statement of Work) This is an Order made pursuant to the terms and conditions of the above referenced Master Agreement(s) between Customer and Ricoh USA, Inc. The signature below indicates that the customer accepts all terms and conditions of the applicable Master Agreement(s) for this sale, including by not limited to the terms set forth in the Master Agreement(s) and any Exhibit A thereto, all of which are incorporated herein by reference and made part of this Order. Each party agrees that electronic signatures of the parties on this Order will have the same force and effect as manual signature. Ricoh may accept this Order by either its signature or by commencing performance (e.g. Product delivery, Initiating Services, etc.). SERVICE INFORMATION Service Term Months) Base Billing Frequency Overage Billing Frequency 60 Months MONTHLY MONTHLY PRODUCT INFORMATION SHIP TO INFORMATION Quantity Customer Name: CITY OF ROSEMEAD B/W Address Line 1: 2714 RIVER AVE Contact: Martinez,Hector Address Line 2: Phone: (626)569-2192 City: ROSEMEAD E-mail: hmartinez@interwestgrp.com ST/Zip: CA/91770-3304 County: LOS ANGELES Fax: PRODUCT INFORMATION BASIC CONNECTIVITY I PS / IT Services Description Quantity TS NETWORK & SCAN CONNECT- SEG BC1 B/W Calor Product Description qty Service Allowance BIW Ovg Allowance Color Ovg Service Base Type (Per Base B,'lling (Peraase Bllling (Per Base Billing Frequency ) Frequency) Frequency) RICOH MPC2004EX 1 Gold N/A $0.0080 N/A $0.0520 BRANDING SET BASIC CONNECTIVITY / PS / IT SERVICES INFORMATION BASIC CONNECTIVITY I PS / IT Services Description Quantity TS NETWORK & SCAN CONNECT- SEG BC1 1 8/3/2017 Version # 9.16 Page If 1 010.►b'1119B191 Accepted by Customer ORDER TOTALS Service Type Offerings: Product Total: Printed Name: `A4W) - Gold: Includes all supplies and staples. BASIC CONNECTIVITY I PS I IT Title: Excludes paper. Services: Silver: Includes all supplies. Excludes paper and Buyout: staples. Bronze: Parts and labor only. Excludes paper, staples and supplies, Grand Total: (Excludes Tax) Additional Provisions: Per US Communities Contract 4400003732 Accepted by Customer Accepted: Ricoh USA, Inc. Authorized Signature: Authorized Signature: Printed Name: `A4W) - Printed Name: Title: lqq r-- Ca ri Title: Date: 'z 7 Date: 8/3/2017 Version # 9.16 ®III INRIMMMEMIM111111111 III Page # 2 22750363 Ricoh USA, Inc. 70 Valley Stream Parkway Malvern, PA 19355 Product Schedule Number: Master Lease Agreement Number: This U.S. Communities Product Schedule (this "Schedule") is between Ricoh USA, Inc. ("we" or "us") and ROSEMEAD, CITY OF as customer or lessee ("Customer" or "you"). This Schedule constitute Schedule," or "Order Agreement," as applicable, under the U.S. Communities Master Lease Agreement (together with any amendments, thereto, the "Lease Agreement") identified above, between you and . An terms a Agreement are incorporated into this Schedule and made a part hereof, If we are not the lessor wider the Lease Agreement, then, solely for we shall be deemed to be the lessor under the Lease Agreement. It is the intent of the parties that this Schedule be separately enforceable as a agreement, independent of all other Schedules to the Lease Agreement. CUSTOMER INFORMATION ROSEMEAD, CITY OF Customer (Bill To) 8838 VALLEY BLVD Product Location Address ROSEMEAD CA 91770-1714 City County State Zip PRODUCT/EQUIPMENT DESCRIPTION ("Product") 13M Curtis Canon Billing Contact Name 8838 VALLEYBLVD Billing Address (f differentfrom location address) ROSEMEAD CA City County State Contact E -Mail Address PAYMENT SCHEDULE Minimum Term Minimum Payment Minimum Payment Billing Frequency Advance Payment tmonths (Without Tax) Q Monthly ❑ 1°`Payment 60 $ 416.40 ❑ Quarterly ❑ 1°` &Last Paye ❑ Other: ❑ Other: Sales Tax Exempt: ❑ YES (Attach Exemption Certificate) Customer Billing Reference Number (P.O. #, etc.) Addcndum(s) attached: ❑ YES (check if yes and indicate total number of pages: TERMS AND CONDITIONS 1. The first Payment will be due on the Effective Date. If the Lease Agreement uses the terms "Lease Payment" and "Commencement Date" rather than"Payment" and "Effective Date," then, for purposes of this Schedule, the term "Payment" shall have the same meaning as "Lease Payment," and the term "Effective Date" shall have the same meaning as "Commencement Date." 2. You, the undersigned Customer, have applied to us to rent the above-described Product for lawful commercial (non -consumer) purposes. THIS IS AN UNCONDITIONAL, NON -CANCELABLE AGREEMENT FOR THE MINIMUM TERM INDICATED ABOVE, except as otherwise expressly provided in any provision of the Lease Agreement. If we accept this Schedule, you agree to rent the above Product from us, and we agree to rent such Product to you, on all the terms hereof, including the terms and conditions of the Lease Agreement. THIS WILL ACI{NOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS SCHEDULE AND THE LEASE AGREEMENT AND HAVE RECEIVED A COPY OF THIS SCHEDULE AND THE LEASE AGREEMENT. 3. Additional Provisions (if any) are: THE PERSON SIGNING THIS SCHEDULE ON BEHALF OF THE CUSTOMER REPRESENTS'THAT HE/SHE HAS THE AUTHORITI CUSTOMER By: X Printed Title: by: By: Authorized Signer Signature Printed Name: Title: 03/17/201614:58 PM 18521417 LSEADD USC -PS 03.13 Ricoh® and the Ricoh Lono are renistered trademarks of Ricoh Comnanv. Ltd. Pane 1 of 1 Number: Full Legal Name ROSEMEAD, CITY OF Ricoh USA, Inc. 70 Valley Stream Parkway - Malvern, PA 19355 Address 8838 VALLEY BLVD city State Zip Contact Telephone Number ROSEMEAD CA 91770-1714 Curtis Canon (626)569-2107 (626)397-9218 E-mail Address ecaanonQcityofmsemead.org This U.S. Communities Master Lease Agreement ("Lease Agreement") has been written in clear, easy to understand English. When we use the words "you", "your" or "Customer" in this Lease Agreement, we mean you, our customer, as indicated above. When we use the words "we", "us" or `bur" in this Lease Agreement, we mean Ricoh USA, hie. ("Ricoh") or, if we assign this Lease Agreement or any Schedules executed in accordance with this Lease Agreement, pursuant to Section 13 below, the Assignee (as defined below). Our corporate office is located at 70 Valley Stream Parkway, Malvern, Pennsylvania 19355. 1. Agreement. This Lease Agreement is executed pursuant to the contract by and between Ricoh Americas Corporation and Fairfax County (the "County") on behalf of the U.S. Communities Government Purchasing Alliance and all public agencies, non -profits and higher education entities ("Participating Public Agencies"), having a Contract ID number of 4400003732 and the contract period is from February 11, 2013 to Imre 30, 2016, with the option to renew for no more than six (6) years (the "Contract Period"), one year at a time, or any combination thereof (the "Contract"). Notwithstanding the foregoing, any Schedule entered into dining the Contract Period shall continue in full force and effect for the entire lease term set forth in the Schedule. We agree to lease or rent, as specified in any equipment schedule executed by you and us and incorporating the terms of this Lease Agreement by reference (a "Schedule"), to you, and you agree to lease or rent, as applicable, from us, subject to the terms of this Lease Agreement and such Schedule, the personal and intangible property described in such Schedule. The personal and intangible property described on a Schedule (together with all attachments, replacements, parts, substitutions, additions, repairs, and accessories incorporated in or affixed to the property and any license or subscription rights associated with the property) will be collectively referred to as "Product" The manufacturer of the tangible Product shall be referred to as the "Manufacturer." To the extent the Product includes intangible property or associated services such as periodic software licenses and prepaid data base subscription rights, such intangible property shall be referred to as the "Software." 2. Schedules: Delivery and Acceptance. This Lease Agreement shall consist of the terms and conditions of the Contract and this Lease Agreement and any Schedule issued pursuant thereto. As it pertains to this Lease Agreement, the order of precedence of the component parts of the Lease Agreement shall be as follows: (a) the terms and conditions of this Lease Agreement and Schedule issued pursuant thereto, and (b) the terms and conditions of the Contract. The foregoing order of precedence shall govern the interpretation of this Lease Agreement in cases of conflict or inconsistency therein. Each Schedule that incorporates this Lease Agreement shall be governed by the terms and conditions of this Lease Agreement and the Contract, as well as by the terms and conditions set forth in such individual Schedule. Each Schedule shall constitute a complete agreement separate and distinct from this Lease Agreement and any other Schedule. In the event of a conflict between the terms of this Lease Agreement and any Schedule, the terms of such Schedule shall govern and control, but only with respect to the Product subject to such Schedule, The termination of this Lease Agreement will not affect any Schedule executed prior to the effective date of such termination. When you receive the Product and it is installed, you agree to inspect it to determine it is in good working order. Scheduled Payments (as specified in the applicable Schedule) will begin on or after the Product acceptance date ("Effective Date"). You agree to sign and return to us a delivery and acceptance certificate (which may be done electronically) within five (5) business days after any Product is installed confirming that the Product has been delivered, installed, and is in good condition and accepted for all purposes under the Lease Agreement. 3. Term: Payments. (a) The fust scheduled Payment (as specified in the applicable Schedule) ("Payment") will be due on the Effective Date or such later date as we may designate. The remaining Payments will be due on the same day of each MSTLSE USC -MA 04.15 subsequent month, unless otherwise specified on the applicable Schedule. To the extent not prohibited by applicable law, if any Payment or other amount payable under any Schedule is not received within ten (10) days of its due date, you will pay to us, in addition to that Payment, a one-time late charge of 5% of the overdue Payment (but in no event greater than the maximum amount allowed by applicable law). To the extent not prohibited by applicable law, you agree to pay $25.00 for each check returned for insufficient funds or for any other reason. (b) In the event that Customer terminates the Maintenance Agreement (as hereunder defined) between Customer and the Servicer relating to the Product provided hereunder due to a material breach by Servicer of its service obligations, including any Product service levels specified therein, which remained uncured for thirty (30) days following written notice of breach (in the manner expressly permitted by and in accordance with such Maintenance Agreement), Ricoh shall use reasonable efforts to assist Customer in selecting a replacement Servicer. This Section 3(b) shall not alter, restrict, diminish or waive the rights, remedies or benefits that Customer may have against Servicer under the Maintenance Agreement. (c) A Schedule may be terminated in whole or in part by the Customer in accordance with this Section 3(c) whenever the Customer shall determine that such a termination is in the best interest of the Customer. Any such termination shall be effected by delivery to Ricoh, at least thirty (30) working days prior to the effective date of such termination date, of a notice of termination specifying the extent to which performance shall be terminated. In the event of such termination, Customer agrees to retain the Product to us in the manner required under Section 14 of this Lease Agreement and to pay to us (as compensation for loss of am bargain and not as a penalty), with respect to such terminated Product, financed Software and any Software Licenses, an amount which shall be equal to the monthly Payment for such Product, financed Software and/or Software License, as applicable, times the number of months remaining in the term of such Schedule (or any renewal of such Schedule) and/or any financing agreement with respect to the financed Software and/or Software License, plus any other amounts then due and payable under this Lease Agreement, Schedule and/or financing agreement with respect to such Product, Software and/or Software License, including, but not limited to, any lease payments and maintenance payments. Ricoh shall supply the Customer with the actual number of Payments remaining and the total amount due, and the Customer shall be relieved of all unpaid amounts for anticipated profit on unperformed services under any Maintenance Agreement (including any amount included in the monthly Payment that is attributable to maintenance, supplies, or any other service cost). (d) You also agree that, except (a) as set forth in Section 18 below entitled "State and Local Government Provisions" and (b) for the best interest of the Customer as set forth in Section 3(c), THIS IS AN UNCONDITIONAL, NON -CANCELABLE AGREEMENT FOR THE NUNRAUM TERM INDICATED ON ANY SCHEDULE TO THIS LEASE AGREEMENT, All Payments to us are "net" and unconditional and are not subject to set off, defense, counterclaim or reduction for any reason. You agree that you will remit payments to us in the form of company checks (or personal checks in Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. 03/17/2016 14:58 PM 18521417 Page 1 of 4 4. 5. 0 the case of sole proprietorships), direct debit or wires only. You also agree that cash and cash equivalents are not acceptable forms of payment for this Lease Agreement or any Schedule and that you will not remit such forms of payment to us. Payment in any other form may delay processing or be returned to you. Furthermore, only you or your authorized agent as approved by us will remit payments to us. Product Location: Use and Rapay. You will keep and use the Product only at the Product Location shown in the applicable Schedule. You will not move the Product from the location specified in the applicable Schedule or make any alterations, additions or replacements to the Product without am prior written consent, which consent will not be unreasonably withheld. At your own cost and expense, you will keep the Product eligible for any Manufacturer's certification as to maintenance and in compliance with applicable laws and in good condition, except for ordinary wear and tear. You shall engage Ricoh, its subsidiaries or affiliates, or an independent third party (the "Servicer") to provide maintenance and support services pursuant to a separate agreement for such purpose ("Maintenance Agreement"). You may make alterations, additions or replacements (collectively, "Additions") and add Software to the Product provided that such Additions and Software do not impair the value or originally intended function or purpose of the Product and is not subject to any lien or security interest in favor of any other party; provided, further, that you remove such Additions and Software at your own cost and expense at the expiration or termination of the applicable Schedule. All Additions and Software which are not removed at the expiration or termination of the applicable Schedule will become part of the Product and our property at no cost or expense to us. We may inspect the Product upon proper notice to the customer at any reasonable time during normal working hours. Taxes and Fees. To the extent not prohibited by applicable law and unless and to the extent you are exempt and provide a valid exemption certificate to us, in addition to the payments under this Lease Agreement, you agree to pay all taxes (other than property taxes), assessments, fees and charges governmentally imposed upon our purchase, ownership, possession, leasing, renting, operation, control or use of the Product. If we are required to pay upfront sales or use tax and you opt to pay such tax over the term of the lease and not as a lump sum at lease inception, then you agree to pay us a "Sales Tax Administrative Fee" equal to 3.5% of the total tax due per your, to be included as part of the Payment. A valid sales and use tax exemption certificate must be provided to us within ninety (90) days of the first invoice to receive a credit/waiver of sales tax. Warranties. We transfer to you, without recourse, for the term of each Schedule, any written warranties made by the Manufacturer or Software Supplier (as defined in Section 10 of this Lease Agreement) with respect to the Product leased or rented pursuant to such Schedule. YOU ACKNOWLEDGE THAT YOU HAVE SELECTED THE PRODUCT BASED ON YOUR OWN NDGMENT AND YOU HEREBY AFFIRMATIVELY DISCLAIM RELIANCE ON ANY ORAL REPRESENTATION CONCERNING THE PRODUCT MADE TO YOU. However, if you enter into a Maintenance Agreement with Servicer with respect to any Product, no provision, clause or paragraph of this Lease Agreement shall alter, restrict, diminish or waive the rights, remedies or benefits that you may have against Servicer under such Maintenance Agreement. WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The only warranties, express or implied, made to you are the warranties (if any) made by the Manufacturer and/or Servicer to you in any documents, other than this Lease Agreement, executed by and between the Manufacturer and/or Servicer and you. YOU AGREE THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE ARE NOT RESPONSIBLE FOR, AND YOU WILL NOT MAKE ANY CLAIM AGAINST US FOR, ANY CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES. Loss or Damage. You are responsible for any theft of, destruction of, or damage to the Product (collectively, "Loss") from any cause at all, whether or not insured, from the time of Product acceptance by you until it is delivered to us at the end of the term of the Schedule. You are required to make all Payments even if there is a Loss. You must notify us in writing immediately of any Loss. Then, you shall be responsible to either (a) repair the Product so that it is in good condition and working order, eligible for any Manufacturer's certification, (b) pay us the amounts specified in Section 12 below, or (c) replace the Product with equipment of no age and capacity, 8. Liability and Insurance. You agree to maintain insurance, through self-insurance or otherwise, to cover the Product for all types of loss, including, without limitation, theft, in an amount not less than the full replacement value and you will name us as an additional insured and loss payee on yaw insurance policy. In MSTLSE USC -MA 04.15 03/17/2016 14:58 PM addition, you agree to maintain comprehensive public liability insmance, which, upon our request, shall be in an amount acceptable to us and shall name us as an additional insured. Such insurance will provide that we will be given thirty (30) days advance notice of any cancellation. Upon our request, you agree to provide us with evidence of such insurance in a form reasonably satisfactory to us. If you fail to maintain such insurance or to provide us with evidence of such insurance, we may (but are not obligated to) obtain hismance in such amounts and against such risks as we deem necessary to protect am interest in the Product. Such insurance obtained by us will not insure you against any claim, liability or loss related to yaw interest in the Product and may be cancelled by us at any time. You agree to pay us an additional amount each month to reimburse us for the insurance premium and an administrative fee, on which we or our affiliates may earn a profit. In the event of loss or damage to the Product, you agree to remain responsible for the Payment obligations under this Lease Agreement until the Payment obligations are fully satisfied. 9. Title: Recording. We we the owner of and will hold title to the Product (except for any Software). You will keep the Product free of all liens and encumbrances, Except as reflected on any Schedule, you agree that this Lease Agreement is a true lease. However, if any Schedule is deemed to be intended for security, you hereby grant to us a purchase money security interest in the Product covered by the applicable Schedule (including any replacements, substitutions, additions, attachments and proceeds) as security for the payment of the amounts under each Schedule. You authorize us to file a copy of this Lease Agreement and/or any Schedule as a financing statement, and you agree to promptly execute and deliver to us any financing statements covering the Product that we may reasonably require; provided, however, that you hereby authorize us to file any such financing statement without you authentication to the extent permitted by applicable law. 10. Software or Intangibles. To the extent that the Product includes Software, you understand and agree that we have no right, title or interest in the Software, and you will comply throughout the term of this Lease Agreement with any license and/or other agreement ("Software License") entered into with the supplier of the Software ("Software Supplier"). You are responsible for entering into any Software License with the Software Supplier no later than the Effective Date; provided, however, if you do not enter into the Software License, then we may choose not to lease such Software to you under this Losse Agreement. 11. Default. Each of the following is a "Default" under this Lease Agreement and all Schedules: (a) you fail to pay any Payment or any other amount within thirty (30) days of its due date, (b) any representation or warranty made by you in this Lease Agreement is false or incorrect and/or you do not perform any of your other obligations under this Lease Agreement or any Schedule and/or under any other agreement with us or with any of ow affiliates and this failure continues for thirty (30) days after we have notified you of it, (c) a petition is filed by or against you or any guarantor under any bankruptcy or insolvency law or a trustee, receiver or liquidator is appointed for you, any guarantor or any substantial part of your assets, (d) you or any guarantor makes an assignment for the benefit of creditors, (e) any guarantor dies, stops doing business as a going concern or transfers all or substantially all of such guarantor's assets, or (i) you stop doing business as a going concern or transfer all or substantially all of your assets. 12. Remedies. If a Default occurs, we may do one or more of the following: (a) we may cancel or terminate this Lease Agreement and/or any or all Schedules; (b) we may require you to immediately pay to us, as compensation for loss of am bargain and not as a penalty, a sum equal to: (i) all past due Payments and all other amounts then due and payable under this Lease Agreement or any Schedule; and (ii) the present value of all unpaid Payments for the remainder of the term of each Schedule plus the present value of our anticipated value of the Product at the end of the initial term of any Schedule (or any renewal of such Schedule), each discounted at a rate equal to 3% per year to the date of default, and we may charge you interest on all amounts due us from the date of default until paid at the rate of 1.5% per month, but in no event more than the maximum rate permitted by applicable law. We agree to apply the net proceeds (as specified below in this SecF,cn) of ary disposition - the Product to the amounts that you owe us; (c) we may require you to deliver the Product to us as set forth in Section 14; (d) to the extent not prohibited by applicable law, we or am representative may peacefully repossess the Product without a court order (it being agreed that we will provide you with written notice of Default prior to initiating recovery of the Product and will endeavor to contact you telephonically to schedule a convenient time to recover the Product); (e) we may exercise any and all other rights or remedies available to a lender, secured party or lessor under the Uniform Commercial Code ("UCC"), including, without limitation, those set forth in Article 2A of the UCC, and at law or in equity; (f) we may immediately terminate your right to use the Software including the disabling (on-site or by remote communication) of any Ricoh® and the Ricob Logo are registered trademarks of Ricoh Company, Ltd. 18521417 Page 2 of 4 Software; (g) we may demand the immediate return and obtain possession of the Software and re -license the Software at a public or private sale; (h) we may cause the Software Supplier to terminate the Software License, support and other services under the Software License, and/or (i) at our option, we may sell, re- lease, or otherwise dispose of the Product under such terms and conditions as may be acceptable to us in our discretion. If we take possession of the Product (or any Software, if applicable), we may sell or otherwise dispose of it with or without notice, at a public or private disposition, and to apply the net proceeds (after we have deducted all costs, including reasonable attorneys' fees) to the amounts that you owe us. You agree that, if notice of sale is required by law to be given, ten (10) days notice shall constitute reasonable notice. If applicable, you will remain responsible for any deficiency that is due after we have applied any such net proceeds. To the extent permitted by applicable law, in the event an action is brought to enforce or interpret this Lease Agreement, the prevailing party shall be entitled to reimbursement of all costs including, but not limited to, reasonable attorney fees and court costs incurred. 13. Ownership of Produce Assignment. YOU HAVE NO RIGHT TO SELL, TRANSFER, ENCUMBER, SUBLET OR ASSIGN THE PRODUCT OR THIS LEASE AGREEMENT OR ANY SCHEDULE WITHOUT OUR PRIOR WRITTEN CONSENT (which consent shall not be unreasonably withheld), You agree that we may sell or assign all or a portion of am interests, but not our obligations, in the Product and/or this Lease Agreement or any Schedule without notice to you even if less than all the Payments have been assigned. In the event the remit to address for Payments is changed during the term of this Lease Agreement or any Schedule, then Ricoh or the Assignee will provide notice to you. In that event, the assignee (the "Assignee") will have such rights as we assign to them but none of our obligations (we will keep those obligations) and the rights of the Assignee will not be subject to any claims, defenses or set offs that you may have against us. No assignment to an Assignee will release Ricoh from any obligations Ricoh may have to you hereunder. The Maintenance Agreement you have entered into with a Servicer will remain in full force and effect with Servicer and will not be affected by any such assignment. You acknowledge that the Assignee did not manufacture or design the Product and that you have selected the Manufacturer, Servicer and the Product based on yon own judgment. 14. Renewal: Return of Product. UNLESS EITHER PARTY NOTIFIES THE OTHER IN WRITING AT LEAST THIRTY (30) DAYS, BUT NOT MORE THAN ONE HUNDRED TWENTY (120) DAYS, PRIOR TO THE EXPIRATION OF THE MINIMUM TERM OR EXTENSION OF SUCH SCHEDULE, AFTER THE MINIMUM TERM OR ANY EXTENSION OF ANY SCHEDULE TO THIS LEASE AGREEMENT, SUCH SCHEDULE WILL AUTOMATICALLY RENEW ON A MONTH-TO-MONTH BASIS; PROVIDED, HOWEVER, THAT AT ANY TIME DURING ANY MONTH-TO- MONTH RENEWAL, WE HAVE THE RIGHT, UPON THIRTY (30) DAYS NOTICE, TO DEMAND THAT THE PRODUCT BE RETURNED TO US IN ACCORDANCE WITH THE TERMS OF TFBS SECTION 14. Notwithstanding the foregoing, nothing herein is intended to provide, nor shall be interpreted as providing, (a) you with a legally enforceable option to extend or renew the terms of this Lease Agreement or any Schedule, or (b) us with a legally enforceable option to compel any such extension or renewal. At the end of or upon termination of each Schedule, you shall immediately make arrangements to have the Product subject to such expired Schedule picked up by us (or our designee), in as good condition as when you received it, except for ordinary wear and tear. Ricoh (or our designee) shall bear shipping charges. You must pay additional monthly Payments at the same rate as then in effect under a Schedule, until (i) you provide notice to us prior to the expiration of the minimum term or extension of any Schedule and (ii) the Product is picked up by us or our designees and is received in goad condition and working order by us or our designees. Notwithstanding anything to the contrary set forth in this Lease Agreement, the parties acknowledge and agree that we shall have no obligation to remove, delete, preserve, maintain or otherwise safeguard any information, images or content retained by or resident in any Products leased by you hereunder, whether through a digital storage device, hard drive or other electronic medium (`Data Management Services"). If desired, you may engage Ricoh to perform Data Management Services at then -prevailing contracted rates pursuant to your Maintenance Agreement or other agreement with Ricoh. You acknowledge that you are responsible for ensuring your own compliance with legal requirements in connection with data retention and protection and that we do not provide legal advice or represent that the Products will guarantee compliance with such requirements, The selection, use and design of any Data Management Services, and any decisions arising with respect to the deletion or storage of data, as well as the loss of any data resulting therefrom, shall he your sole and exclusive responsibility MSTLSE USC -MA 04.15 03/17/201614:58 PM 15. Miscellaneous. It is the intent of the parties that this Lease Agreement and any Schedule shall be deemed and constitute a "finance lease" as defined under and governed by Article 2A of the UCC. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. YOU AGREE THAT THE TERMS AND CONDITIONS CONTAINED IN THE CONTRACT, THIS LEASE AGREEMENT, AND IN EACH SCHEDULE MAKE UP THE ENTIRE AGREEMENT BETWEEN US REGARDING THE LEASING OR RENTAL OF THE PRODUCT AND SUPERSEDE ALL PRIOR WRITTEN OR ORAL COMMUNICATIONS, UNDERSTANDINGS OR AGREEMENTS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER CONTAINED HEREIN, INCLUDING, WITHOUT LIMITATION, PURCHASE ORDERS. Any purchase order, or other ordering documents, will not modify or affect this Lease Agreement or any Schedule and shall serve only the purpose of identifying the equipment ordered. You authorize us to supply any missing "configure to order" number ("CTO"), other equipment identification numbers (including, without limitation, serial numbers), agreement/schedule identification numbers and/or dates in this Lease Agreement or any Schedule. You acknowledge that you have not been induced to enter into this Lease Agreement by any representation or warranty not expressly set forth in this Lease Agreement. Neither this Lease Agreement nor any Schedule is binding on us until we sign it. ANY CHANGE IN ANY OF THE TERMS AND CONDITIONS OF THIS LEASE AGREEMENT OR ANY SCHEDULE MUST BE IN WRITING AND SIGNED BY BOTH PARTIES, If we delay or fail to enforce any of its rights under this Lease Agreement with respect to any or all Schedules, we will still be able to enforce those rights at a later time. All notices shall be given in writing and sent either (a) by certified mail, return receipt requested, or recognized overnight delivery service, postage prepaid, addressed to the party receiving the notice at the address shown on the front of this Lease Agreement, or (b) by facsimile transmission, with oral confirmation, to the facsimile number shown below such party's signature on this Lease Agreement. Either party may change its address or facsimile number by giving written notice of such change to the other party. Notices shall be effective on the date received, Each of our respective rights and indemnities will survive the termination of this Lease Agreement and each Schedule. If more than one customer has signed this Lease Agreement or any Schedule, each customer agrees that its liability is joint and several. It is the express intent of the parties not to violate any applicable usury laws or to exceed the maximum amount of time price differential or interest, as applicable, permitted to be charged or collected by applicable law, and any such excess payment will be applied to payments in the order of maturity, and any remaining excess will be refunded to you. We make no representation or warranty of any kind, express or implied, with respect to the legal, tax or accounting treatment of this Lease Agreement and any Schedule and you acknowledge that we are an independent contractor and not your fiduciary. You will obtain your own legal, tax and accounting advice related to this Lease Agreement or any Schedule and make your own determination of the proper accounting treatment of this Lease Agreement or any Schedule. We may receive compensation from the Manufacturer or supplier of the Product in order to enable us to reduce the cost of leasing or renting the Product to you under this Lease Agreement or any Schedule below what we otherwise would charge. If we received such compensation, the reduction in the cost of leasing or renting the Product is reflected in the Minimum Payment specified in the applicable Schedule. To the fullest extent permitted by applicable law, you authorize us or our agent to obtain credit reports and make credit inquiries regarding you and your financial condition and to provide your information, including payment history, to our assignee and third parties having an economic interest in this Lease Agreement, any Schedule or the Product. 16. Governing Law; Jurisdiction: Waiver of Trial By Jury and Certain Rights and Remedies Under The Uniform Commercial Code. YOU AGREE THAT THIS LEASE AGREEMENT AND ANY SCHEDULE WILL BE GOVERNED UNDER THE LAW FOR THE STATE WHERE YOUR PRINCIPAL PLACE OF BUSINESS OR RESIDENCE IS LOCATED. YOU ALSO CONSENT TO THE VENUE AND NON-EXCLUSIVE JURISDICTION OF ANY COURT LOCATED IN THE STATE WHERE YOUR PRINCIPAL PLACE OF BUSINESS OR RESIDENCE IS LOCATED TO RESOLVE ANY CONFLICT UNDER THIS LEASE AGREEMENT, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE PARTIES TO THIS LEASE AGREEMENT EACH WAIVE THE RIGHT TO TRIAL BY JURY IN THE EVENT OF A LAWSUIT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A CUSTOMER OR LESSEE BY SECTIONS 508-522 OF ARTICLE 2A OF THE UCC THAT YOU MAY HAVE AGAINST US (BUT NOT AGAINST THE Ricob® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. 18521417 Page 3 of 4 MANUFACTURER OF THE PRODUCT).TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT THIS MEANS FOR YOU: WHEN YOU OPEN AN ACCOUNT, WE WILL ASI{ FOR YOUR NAME, ADDRESS AND OTHER INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU. WE MAY ASI{ TO SEE IDENTIFYING DOCUMENTS. 17. Counterparts; Facsimiles. Each Schedule may be executed in counterparts. The counterpart which has our original signature and/or is in our possession or control shall constitute chattel paper as that term is defined in the UCC and shall constitute the original agreement for all purposes, including, without limitation, (a) any hearing, trial or proceeding with respect to such Schedule, and (b) any determination as to which version of such Schedule constitutes the single true original item of chattel paper under the UCC, If you sign and transmit a Schedule to as by facsimile or other electronic transmission, the facsimile or such electronic transmission of such Schedule, upon execution by us (manually or electronically, as applicable), shall be binding upon the parties. You agree that the facsimile or other electronic transmission of a Schedule containing your facsimile or other electronically transmitted signature, which is manually or electronically signed by us, shall constitute the original agreement for all purposes, including, without limitation, those outlined above in this Section. You agree to deliver to us upon our request the counterpart of such Schedule containing your original manual signature. 18. State and Local Government Provisions. If the Customer is a State or political subdivision of a State, as those terms ace defined in Section 103 of the Internal Revenue Code, the following additional terms and conditions shall apply: (a) Essentiality. During the term of this Lease Agreement and any Schedule, the Product will be used solely for the purpose of performing one or more governmental or proprietary functions consistent with the permissible scope of your authority, You represent and warrant that the use of the Product is essential to performing such governmental or proprietary functions. (b) Non-Appropriation/Non-Substitution. (i) If your governing body fails to appropriate sufficient monies in any fiscal period for rentals and other payments coming due under a Schedule to this Lease Agreement in the next succeeding fiscal period for any equipment which will perform services and functions which in whole or in part are essentially the same services and functions performed by the Product covered by any such Schedule, then a "Non -Appropriation" shall be deemed to have occurred. (ii) If a Non - Appropriation occurs, then: (A) you most give us immediate notice of such Non -Appropriation and provide written notice of such failure by your governing body at least sixty (60) days prior to the end of the then current fiscal year or if Non -Appropriation has not occurred by such date, immediately upon Non -Appropriation, (B) no later than the last day of the fiscal year for which appropriations were made for the rental due under any Schedule to this Lease Agreement (the "Return Date"), you shall make available to us (or our designee) all, but not less than all, of the Product covered by such Schedule to this Lease Agreement, at your sole expense, in accordance with the terms hereof; and (C) any Schedule to this Lease Agreement shall terminate on the Return Date without penalty or expense to you and you shall not be obligated to pay the rentals beyond such fiscal year, provided that (x) you shall pay any and all rentals and other payments due up through the end of the last day of the fiscal year for which appropriations were made and (y) you shall pay month-to-month rent at the rate set forth in any such Schedule for each month or part thereof that you fail to make available to us (or our designee) the Product as required herein. (iii) Upon any such Non -Appropriation, upon our request, you will provide an opinion of independent counsel or other legally designated authority (who shall be reasonably acceptable to us), in form reasonably acceptable to us, confirming the Non -Appropriation and providing reasonably sufficient proof of such Non -Appropriation. (c) Funding Intent. You represent and warrant to us that you presently intend to continue this Lease Agreement and any Schedule hereto for the entire term of such Schedule and to pay all rentals relating to such Schedule and to do all things lawfully within your power to obtain and maintain funds from which the rentals and all other payments owing under such Schedule may be made. The parties acknowledge that appropriation for rentals is a governmental function to which you cannot contractually commit yourself in advance and this Lease Agreement shall not constitute such a commitment. To the extent permitted by law, the person or entity in charge of preparing yam budget will include in the budget request for each fiscal year during the term of each Schedule, respectively, to this Lease Agreement an amount equal to the rentals (to be used for such rentals) to become due in such fiscal year, and will use all reasonable and lawful means available to secure the appropriation of money for such fiscal year sufficient to pay all rentals coming due during such fiscal year. oh Authority and Authorization. (i) You represent and warrant to us that: (A) you are a State or political subdivision of a State, as those terms are defined in Section 103 of the Internal Revenue Code; (B) you have the power and authority to enter into this Lease Agreement and all Schedules to this Lease Agreement; (C) this Lease Agreement and all Schedules to this Lease Agreement have been duly authorized, executed and delivered by you and constitute valid, legal and binding agreement(s) enforceable against you in accordance with their terms; and (D) no further approval, consent or withholding of objections is required from any governmental authority with respect to this Lease Agreement or any Schedule to this Lease Agreement. (ii) If and to the extent required by us, you agree to provide us with an opinion of independent counsel or other legally designated authority (who shall be reasonably acceptable to us) confirming the foregoing and other related matters, in form and substance acceptable to us. (iii) You agree to take all required actions and to file all necessary forms, including IRS Farms 8038-G or 8038 -GC, as applicable, to preserve the tax exempt status of this Lease Agreement and all Schedules thereto. (iv) You agree to provide us with any other documents that we may reasonably request in connection with the foregoing and this Lease Agreement. (e) Assignment. You agree to acknowledge any assignment to the Assignee in writing, if so requested, and, if applicable, to keep a complete and accurate record of all such assignments in a manner that complies with Section 149(a) of the internal Revenue Code and the regulations promulgated thereunder. IN WITNESS WHEREOF, the parties have executed this Lease Agreement as of the dates set forth below. CUSTOMER .., By: X ;�� Printed Title: /i%i 11 ll //C/nag?er Date: Facsimile Number: MSTLSE USC -MA 04.15 ..1 f1P/D Il/\.] 113E Ho 111.1 Y1V UV eV. Accepted by: RICOH USA, INC. By: Authorized Signer Signature Printed Name: Title: Facsimile Nmnber: Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. 03/17/2016 14:58 PM 18521417 Page 4 of 4 ORDER AGREEMENT Request For Proposal (RFP) or Bid Contract Date: 11 -Feb -2013 Sale Type : LEASE ADDITIONAL ORDER INFORMATION Check All That Apply: ❑ Sales Tax Exempt (Attach Valid Exemption Certificate) ❑ Fixed Service Charge ❑ Add to Existing Service Contract # ❑ PO Included PO# Q PS Service (Subject to and governed by separate Statement of Work) ❑ Syndication ❑ IT Service (Subject to and governed by separate Statement of Work) This is an Order made pursuant to the terms and conditions of the above referenced Master Agreement(s) between Customer and Ricoh USA, Inc. The signature below indicates that the customer accepts all terms and conditions of the applicable Master Agreements) for this sale, including by not limited to the terms set forth in the Master Agreement(s) and any Exhibit A thereto, all of which are incorporated herein by reference and made part of this Order. Each party agrees that electronic signatures of the parties on this Order will have the same force and effect as manual signature. Ricoh may accept this Order by either its signature or by commencing performance (e.g. Product delivery, initiating Services, etc.). BILL TO INFORMATION Customer Legal Name: ROSEMEAD, CITY OF Customer Name: CITY OF ROSEMEAD Address Line 1: 8838 VALLEY BLVD Contact: Canon,Curtis Address Line 2: Phone: (626)569-2167 City: ROSEMEAD E-mail: ccannon@cityofrosemead.org ST/Zip: CA/91770-1714 County: LOSANGELES Fax: (626)307-9218 ADDITIONAL ORDER INFORMATION Check All That Apply: ❑ Sales Tax Exempt (Attach Valid Exemption Certificate) ❑ Fixed Service Charge ❑ Add to Existing Service Contract # ❑ PO Included PO# Q PS Service (Subject to and governed by separate Statement of Work) ❑ Syndication ❑ IT Service (Subject to and governed by separate Statement of Work) This is an Order made pursuant to the terms and conditions of the above referenced Master Agreement(s) between Customer and Ricoh USA, Inc. The signature below indicates that the customer accepts all terms and conditions of the applicable Master Agreements) for this sale, including by not limited to the terms set forth in the Master Agreement(s) and any Exhibit A thereto, all of which are incorporated herein by reference and made part of this Order. Each party agrees that electronic signatures of the parties on this Order will have the same force and effect as manual signature. Ricoh may accept this Order by either its signature or by commencing performance (e.g. Product delivery, initiating Services, etc.). PRODUCT INFORMATION Product Description Qty SAVIN MPCW2200 1 BASIC CONNECTIVITY / PS / IT SERVICES INFORMATION BASIC CONNECTIVITY / PS / IT Services Description Quantity M2200 FAMILY ISF INSTALLATION 11 3/17/2016 .III LR RUJIV.L.7 I'J 1011111 Version # 5.15 Page # 1 18521417 SHIP TO INFORMATION Customer Name: CITY OF ROSEMEAD Address Line 1: 8838 VALLEY BLVD Contact: Canon,Curtis Address Line 2: Phone: (626)569-2107 City: ROSEMEAD E-mail: ccannon@cityofrosemead.org ST/Zip: CA/91770-1714 County: LOSANGELES Fax: (626)307-9218 PRODUCT INFORMATION Product Description Qty SAVIN MPCW2200 1 BASIC CONNECTIVITY / PS / IT SERVICES INFORMATION BASIC CONNECTIVITY / PS / IT Services Description Quantity M2200 FAMILY ISF INSTALLATION 11 3/17/2016 .III LR RUJIV.L.7 I'J 1011111 Version # 5.15 Page # 1 18521417 Accepted by Customer ORDER TOTALS Service Type Offerings: Product Total: Printed Name: Gold: Includes all supplies and staples. BASIC CONNECTIVITY / PS / IT Title: Excludes paper. Services: Silver: Includes all supplies. Excludes paper and staples. Buyout: Bronze: Parts and labor only. Excludes paper, staples and supplies. Grand Total: (Excludes Tax) Additional Provisions: Per US Communities Contract 4400003732 Accepted by Customer Accepted: Ricoh USA, Inc. Authorized Signature: Authorized Signature: Printed Name: Printed Name: Title: Title: Date: Date: 3/17/2016 Version # 5.15 Page #2 18521417 EQUIPMENT REMOVAL/BUYOUT AUTHORIZATION Customer Name: ROSEMEAD, CITY OF Contact Name: Canon,Curtis Phone: (626)569-2107 Address: 8838 VALLEY BLVD City: ROSEMEAD State: CA I Zip: 1 91770-1714 Fax/Email: (626)307-9218/ccannon@cityofrosemead.o Make Model Serial Number MPW3601 W1210900009 This Authorization applies to the equipment identified above and to the following Removal/Buy Out Option This Authorization will confirm that Customer desires to engage Ricoh USA, Inc. ("Ricoh") to pick-up and remove certain items 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 written or electronic removal requests (whether such equipment is identified in this Authorization, in a purchase order, in a letter or other written form) to Ricoh from time to time for such purpose. Such removal request will set forth the location, make, model and serial number of the equipment to be removed by Ricoh. By signing below, you confirm that, with respect to every removal request issued by Customer (1) Ricoh may rely on the request, (2) the request shall be governed by this Authorization, and (3) Ricoh may accept this Authorization by either its signature or by commencing performance (e.g. equipment removal, initiating Services, etc.). Each party agrees that electronic signatures of the parties on this Authorization will have the same force and effect as manual signature. Notwithstanding the foregoing, the parties acknowledge and agree that Ricoh shall have no obligation to remove, delete, preserve, maintain or otherwise safeguard any information, images or content retained by, in or on any item of equipment serviced by Ricoh, whether through a digital storage device, hard drive or similar electronic medium ("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 requirements 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 requirements 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 represent or warrant that its services or products will guarantee or ensure compliance with any law, regulation or requirement, 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, shall be the sole responsibility of Customer, and Customer shall indemnify and hold harmless Ricoh and its subsidiaries, directors, officers, employees and agents from and against any and all costs, expenses, liabilities, claims, damages, losses, judgments or fees (including reasonable attorneys' fees) (collectively, "Losses") arising therefrom or related thereto. ZEquipment 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 obligation, payment or otherwise, under any lease agreement, which shall remain Customer's sole responsibility. As a material condition to the performance by Ricoh, Customer hereby releases Ricoh from, and shall indemnify, defend and hold Ricoh harmless from and against, any and all claims, liabilities, costs, expenses and fees arising from or relating to any breach of Customer's representations or obligations in this Authorization or of any obligation owing by Customer under its lease agreement. CUSTOMER By: Name Title e` Date J / -� / MITI M. By: Name Title Date RICOH USA, INC. Statement of Work RICOH imagine. change. Created for City of Rosemead MIS Readiness Assessment Kevin P. Spatz March 22, 2016 4111 r i. I aR�b Ra rY V3.9 Ricoh USA, Inc.' Ricoh Production Workflow Assessment 1 RICOH Imagine.change. Proprietary & Confidential Information The enclosed materials are proprietary to RICOH USA, INC. ("Ricoh"), and Ricoh reserves all right, title, and interest in and to such materials. The terms, conditions, and information set forth herein are confidential to Ricoh and may not be disclosed in any manner to any person other than the addressee, together with its officers, employees, and agents who are directly responsible for evaluating the contents of these materials for the limited purpose intended. These materials may not be used in any manner other than for such limited purpose. Any unauthorized disclosure, use, reproduction, or transmission is expressly prohibited without the prior written consent of Ricoh. © 2014 RICOH USA, INC. all rights reserved. V3.9 Ricoh USA, Inc.! Ricoh Production Workflow Assessment I 2 RICOH imagine.change. Introduction RICOH USA, INC. ("Ricoh") has prepared the following Statement of Work ("SOW") to detail services for a Ricoh Print MIS Assessment (the "Project") at City of Rosemead ("Customer"). Project Objective The main objective of this Project is to help Customer analyze their current print or marketing production environment and workflows, highlight strengths and areas for potential growth, identify opportunities to improve business processes or workflow, and assist in creating customized solutions to address the Customer's specific needs. The Project is a one day, on-site service resulting in a Findings Report that summarizes the collected data and provides recommendations on ways to improve the assessed areas, including but not limited to: technology improvements, utilization of current tools, labor reallocation, and services offerings. Services Detail/Project Scope Following are the services and tasks that Ricoh will provide in fulfillment of the defined deliverables (the "Services") of the Project described in this SOW. Ricoh shall provide the Services at the Customer location set forth herein or on a remote basis. Estimated delivery and/or service schedules contained in this SOW are non-binding estimates. A Ricoh Production Printing Workflow Assessment is a thorough, structured evaluation of a customer's business processes, strengths, challenges and opportunities for improvement. During an initial interview, a Benchmarking Tool is used to measure the customer's current state against "state of the art" or industry best practices. Based on the results, Ricoh and the customer determine key areas of focus for in an in-depth analysis of the production process. Ricoh's Workflow Specialists focus on processes, workflow and technology related to production of print and print related products. The analysis includes identification and mapping of current processes, inventory of current workflow and production solutions, and interviews with key personnel. Data collected during discovery and needs analysis is used to develop a Findings Report describing the current state of the client's production workflow and processes, observations, challenges and areas for improvement or growth. V3.9 Ricoh USA, Inc.I Ricoh Production Workflow Assessment I 3 RICOH Imagine.change. The Assessment uses a 4-step process to ensure accurate and consistent recommendations. The process consists of: 1. Benchmarking 2. Discovery and Needs Analysis 3. Executive Overview 4. Findings Report Depending on the desired scope of the Project, the on-site discovery is conducted over a 6-8 hour period and may include some or all of the following: • Meet with management and key employees o Discuss initial findings o Review agenda o Determine key employees to interview o Schedule follow up meeting to review findings • Tour of administration/pre-production including brief interviews o Estimating o Job Ticketing o Customer Service o Purchasing o Accounting—Accounts Payable and Accounts Receivable • Tour of production including brief interviews o Prepress/Design o Print- Digital, Offset, Large Format, Inkjet o Bindery/Finishing o Mailing o Shipping • Meet with sales and marketing management • Interview/meet with three to four key customers • Meet with management and key employees for follow up Ricoh will provide a Findings Report that includes the following: • Findings and observations o Strengths o Issues/Risks/Challenges o Information Gaps • Recommendations Following the presentation of the Findings Report, the Customer may engage with Ricoh to evaluate and select any appropriate technology investments. V3.9 Ricoh USA, Inc.' Ricoh Production Workflow Assessment I 4 RICOH imagine.change. Limitations All findings and recommendations are based on industry standard practices and are provided to the Customer on a consultative basis. It is the Customer's sole responsibility to decide which recommended practices or actionable items to implement. Ricoh cannot be held liable for the implementation of any changes to the Customer's operation or purchase decisions made on the basis of the Production Workflow Assessment Findings Report. Services Excluded from the Project Scope This Project does not cover the following functions or deliverables. • Network sizing, capacity analysis, and performance considerations • Creation or implementation of standard, advanced, or automated workflow • Software or computer programs or similar technology • Custom coding or programming • Administrator, end-user, or key operator training • Development or documentation other than those discussed in preliminary analysis and approved during the requirements gathering portion of this Project • Any services outside the scope of the Project specified herein Customer Location The following Customer location is included in the scope of this Project. 8838 Valley Blvd Rosemead CA 91770 Completion Criteria When the Services detailed in this SOW have been completed and demonstrated, the Assessment will be considered complete. Notwithstanding the foregoing, Ricoh will have fulfilled its obligations under this SOW when any one of the following first occurs: • Ricoh completes the Services described in this SOW. • This SOW is terminated in accordance with Section 2 of the Terms and Conditions. In this case, Ricoh will invoice Customer for actual hours worked and expenses incurred up to the date of termination. Hardware and software purchases are governed by their own separate agreements and are not included in this definition. Change Control Changes to the scope of the Services shall be made only in a written Change Order signed by both parties. Ricoh shall have no obligation to commence work in connection with any change until the fee and/or schedule impact of the change and all other applicable terms are agreed upon by both parties in writing. The following list provides a detailed process to follow if changes to components within the scope of this SOW are required. • A Change Order (CO) will be the vehicle for communicating change. The CO must describe the change, the reason for the change, and the effect the change will have on the Project. • The designated Project Manager of the requesting party will review the proposed change and determine whether to submit the request to the other party. V3.9 Ricoh USA, Inca Ricoh Production Workflow Assessment I 5 RICOH imagine change. • Both Project Managers will review the proposed change and approve it for further investigation. Ricoh will specify if there will be any charges for such investigation, which may be incorporated into the CO. The investigation will determine the effect that the implementation of the CO charge will have on price, schedule, and other terms and conditions of this SOW. • A written Change Order must be signed by both parties to authorize the implementation of the changes. Project Assumptions To execute the Project successfully, several key assumptions have been made. Any change in these assumptions may result in a change in scope, which will be addressed through the Change Control process, and may result in additional charges and/or delay of the completion of the Project. • All Services will be performed at Customer's site or offsite by Ricoh's technical resources, as agreed by Ricoh and Customer. • Ricoh will not be able to start work until after this SOW has been signed, and resources can only be allocated and scheduled once a copy of the signed SOW is received by Ricoh. • While scheduling changes do not generally result in a billable change of scope, they could affect the availability of resources for both Ricoh and Customer and delay the completion of the Project. • Services provided by Ricoh or its subcontractors will be provided during normal business hours (8:00 am to 5:00 pm) Monday through Friday excluding Ricoh recognized holidays. Services provided outside of Ricoh standard business times and hours will be considered out of scope and will be handled as a change order at standard overtime rates if Customer requests it. • Ricoh has included Services for documentation based on Ricoh's standard RMF methodology. Ricoh has based the documentation Services on the use of Ricoh templates and standard content typically delivered by Ricoh in a Production Print MIS Assessment Project. Customer Roles and Responsibilities Customer Roles The Ricoh Production Workflow Assessment is based on a collaborative approach. The more information the Customer shares with the Ricoh team, the more detailed and accurate the final report will be. The following section provides information on the roles and responsibilities expected of the Customer project team. Please note that a single individual may execute the roles and responsibilities listed below. Each role does not necessarily mean that a separate Customer resource is required. V3.9 Ricoh USA, Inc.' Ricoh Production Workflow Assessment I 6 RICOH imagine.change. Project Manager Customer will provide a designated Project Manager who will: • Assist with the development of the overall Project timeline and/or schedule. • Arrange meetings with executive, design, and production staff. • Conduct project meetings; and prepare meeting minutes and status reports as necessary. • Assist with the change control procedure for those tasks that are outside the scope of the services defined in this SOW, including obtaining authorized signatures for Change Orders. • Ensure key employee availability for the day of the on-site discovery. • Obtain the required authorized signoffs at the completion of the Ricoh deliverables. Customer Responsibilities The successful completion of the Services depends on the full cooperation and participation of Customer. Ricoh's performance, and all timelines and fees are dependent upon the availability, completeness and accuracy of necessary information and data; the availability of key personnel, and upon Customer's timely and effective performance of its responsibilities hereunder. Delays, inaccuracies or omission in the performance of these responsibilities may result in additional charges and/or delay of the completion of the Project, and may incur additional charges pursuant to the change order provisions hereof. Customer shall be responsible for and agrees to: • Provide Ricoh with access to, and agree that Ricoh may rely upon the accuracy, timeliness and completion of, all necessary internal Customer data, including but not limited to reports, current analysis documents and other information Customer supplies as needed to define technical requirements (if applicable). • At no charge to Ricoh, provide Ricoh with such access to its facilities, networks, software and systems as may be reasonably necessary for Ricoh to perform the Services. Where Ricoh requires on-line or remote access to Customer's systems in order to provide the Services, Customer shall provide appropriate communication software and/or establish dedicated connections with Ricoh. Customer agrees that if access to Customer's systems requires a separate agreement, such agreement is subject to the limits of liability of this SOW. • Assign a dedicated internal project manager with full decision making authority, and to coordinate and make reasonably available its technical personnel, managers and other employees necessary to facilitate Ricoh's performance of the Services. • Fully cooperate and ensure that all "responsibili ties," "requirements" or"assumptions" set forth in the SOW have been satisfied. • Define its own business objectives and requirements relevant to the Services. • Timely meet any deadlines for actions or decisions, including the review and acceptance of all deliverables. • Provide all training for its users with respect to the Services except as specifically provided by Ricoh herein. V3.9 Ricoh USA, Inc.' Ricoh Production Workflow Assessment I 7 RICOH Imagine.change. • If this SOW is dependent upon the availability of certain hardware, software, data or documentation, Customer agrees to cause those items to be available, installed, configured and operational in advance of commencement of the Services. • Obtain all "Required Consents" that are necessary for Ricoh's performance of the Services. A "Required Consent" means any consent, license, permit or approval required to give Ricoh the right or license to access, use and/or modify the hardware, software, firmware and other products owned or used by Customer, without infringing the ownership or license rights (including patent and copyright) of the third party providers or owners of such products. • Not use the Services for any unlawful purpose. Without limiting the foregoing, Customer shall not use the Services to (i) invade another person's privacy; post, transmit or disseminate material that is obscene, profane, pornographic, abusive, defamatory or otherwise offensive or objectionable, (ii) achieve unauthorized access to any computer systems, software, data, or any confidential or proprietary material of any other person, without the knowledge and consent of such person, (Hi) upload, post, publish, transmit, reproduce, or distribute in any way, information, software or other material that is protected by copyright, or other proprietary right, without obtaining permission of the copyright owner or right holder, or (iv) restrict, inhibit or otherwise interfere with the ability of any other person to use or enjoy the use of any Service or the Internet, including, without limitation, posting or transmitting any information or software that contains a virus or other harmful or debilitating feature. • Be solely responsible for the selection of the Services and deliverables that meet its needs. Customer is solely responsible for the results obtained from the use of the Services and deliverables, including Customer's decision to implement any recommendation concerning Customer's business practices and operations. Ricoh is not responsible for performing Customer's regulatory or management obligations; is not responsible for determining the requirements of laws applicable to Customer's business, including those relating to Services that Customer acquires under this SOW; and is not responsible for determining that Ricoh's provision of particular Services meets the requirements of such laws. • Be solely responsible for(i) the selection and implementation of procedures and controls regarding access, security, virus protection, encryption, use and transmission of data, (H) any data and databases entailed in the Services or any deliverable, and (iii) backup and recovery of any database and any stored data to prevent data loss due to any cause. V3.9 Ricoh USA, Inc.' Ricoh Production Workflow Assessment 8 RICOH imagine.change. Professional Services Fees This is a Fixed Fee engagement. In consideration of the Services, Customer shall pay Ricoh the fees in the amounts and at the rates set forth as follows: The Ricoh Professional Service Fees for this Project shall be included in the lease and do not include hardware, software, sales tax, or hardware/software technical support. Customer acknowledges and agrees that the Fees for the Services to be provided by Ricoh under this SOW have been established by Ricoh and included in the lease payment set forth in the Lease Agreement between Customer and Ricoh Financial Services or another third party lessor,as applicable. The purchase or lease of any hardware or software is independent from this SOW and therefore not contingent on Customer's acceptance of the Services performed. Any changes to this SOW will require a Change Order executed and agreed upon by both parties. Ricoh cannot perform work outside of the scope of this SOW without an authorized Change Order signed by Customer. Payment Schedule This SOW is provided as part of a lease package. The Fees are included in the lease payment. Customer shall pay all amounts payable to Ricoh hereunder within thirty(30) days of the date of the invoice submitted by Ricoh. If Ricoh undertakes collection or enforcement efforts, Customer shall be liable for all costs thereof, including,without limitation, reasonable attorneys'fees and late charges. Ricoh may suspend or terminate Services for non-payment. Customer shall be responsible for payment of any applicable taxes arising in connection with the transactions contemplated hereby(other than with respect to the income of Ricoh). Budget Notes • All costs are exclusive of applicable taxes. • This cost is valid for a period of 30 days from the cover date; after this date it may be revised. V3.9 Ricoh USA, Inc.1 Ricoh Production Workflow Assessment I 9 RICOH Imagine_change. Terms & Conditions: The performance of the Services described in this SOW by Ricoh for Customer is subject to and shall be governed solely by the following terms and conditions: 1. On-Site Security; Insurance. While on Customer's premises, Ricoh will comply with Customer's reasonable workplace safety and physical security processes and procedures provided by Customer in writing prior to performance of the Services. Each party certifies that it maintains reasonable amounts of general liability, auto and personal property insurance, and workers' compensation insurance in the amount required by law, and that such insurance will remain in effect during the term of this SOW. Upon request, each party agrees to deliver the other evidence of such insurance coverage. 2. Term; Termination. Upon signature by both parties, this SOW shall become effective on the Effective Date and shall continue in effect for the shorter of the period necessary to complete the Services or one year, unless terminated earlier as specified in this Section (the "Term"). Either party shall have the right to terminate this SOW for cause in the event of a material breach by the other party, unless such breach is cured within thirty (30) days of receipt of written notice of such breach. Either party may terminate this SOW immediately for cause upon the commencement of any voluntary or involuntary bankruptcy or insolvency proceeding by or against either party. Ricoh may cancel this SOW, for convenience without cause, upon sixty (60) days prior written notice to Customer. In addition to its other legal remedies, Ricoh may suspend the performance of the Services, stop delivery of products and/or terminate this SOW for any non-payment on Customer's accounts that continues for more than ten (10) days following the due date. In the event a SOW is terminated by Customer without cause or terminated by Ricoh for cause, Customer agrees to pay Ricoh the Fees, materials and reimbursable expenses for all non-defective Services that Ricoh provides through the date of termination. In the event a SOW is cancelled by Ricoh without cause or terminated by Customer for cause, with respect to Services for which Customer has prepaid and which Ricoh has not yet fully provided to Customer, Ricoh will provide Customer with a prorated refund. The obligations of the parties under this SOW that by their nature would continue beyond expiration, termination or cancellation of this SOW shall survive any such expiration, termination or cancellation. 3. Limited Warranty for Services; Limitation of Liability. Ricoh warrants that it will perform the Services (i) in a good and workmanlike fashion, (ii) using reasonable care and skill, and (iii) according to the description contained in this SOW. Customer must report any defects in the Services in writing within thirty (30) days of performance of such Services in order to receive warranty remedies. Ricoh's entire liability, and Customer's exclusive remedy for any breach of this limited warranty shall be Ricoh's reasonable effort to perform corrective work or, if the Services still cannot be completed after commercially reasonable efforts to do so, a refund to Customer of a prorated amount of the Fees and charges attributable to the defective Services, as determine in Ricoh's reasonable discretion. Except as provided above, THE SERVICES, WORK AND DELIVERABLES ARE PROVIDED AS IS." EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, RICOH DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF UTILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- V3.9 Ricoh USA, Inc.' Ricoh Production Workflow Assessment I 10 RICOH imagine change INFRINGEMENT, OR ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. FURTHERMORE, RICOH DOES NOT WARRANT THAT ALL DEFECTS WILL BE CORRECTED, OR THAT ANY SERVICES, PRODUCTS OR PROGRAMS SUPPLIED, INSTALLED OR CONFIGURED BY US WILL OPERATE ON AN UNINTERRUPTED OR ERROR FREE BASIS, OR SHALL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SYSTEM. IN NO EVENT SHALL RICOH BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THE SERVICES, THIS SOW OR THE PERFORMANCE OR BREACH HEREOF, EVEN IF RICOH HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. RICOH'S LIABILITY TO CUSTOMER HEREUNDER, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL OF THE FEES PAID TO RICOH HEREUNDER BY CUSTOMER. IN NO EVENT SHALL RICOH BE LIABLE TO CUSTOMER FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF ANY SOFTWARE, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR DELAY OF DELIVERY OF SERVICES UNDER THIS SOW. RICOH ASSUMES NO OBLIGATION TO PROVIDE OR INSTALL ANY ANTI-VIRUS OR SIMILAR SOFTWARE, AND THE SCOPE OF SERVICES CONTEMPLATED HEREBY DOES NOT INCLUDE ANY SUCH SERVICES. 4. IP Matters; Software Licenses; Export Compliance. a. Ownership of IP Rights. Neither party shall acquire any right, title or interest in or to the other party's intellectual property ("IP") rights including their copyrights, patents, trade secrets, trademarks, service marks, trade names or product names. Subject to payment of all relevant Fees and charges, RICOH hereby grants Customer a worldwide, perpetual, nonexclusive, non-transferable, royalty-free (other than payments identified in this SOW or other transaction documents) license for its internal business purposes only to use, execute, display, perform and distribute (within Customer's organization only) anything developed by RICOH for Customer in connection with the Services ("Contract Property"). RICOH shall retain all ownership rights to the Contract Property. For purposes of clarity this SOW and the foregoing license relates to the professional services only, and software programs shall not be deemed to be deliverables or "Services". All licensing for RICOH or third party software shall be as provided in subsection (b), below. b. Software Licenses. All RICOH and/or third party software provided by RICOH as part of or in connection with the Services is licensed, not sold, and is subject to both the server, seat, quantity or other usage restrictions set forth the relevant transaction documentation, and to the terms of the respective End User License Agreements, with which Customer agrees to comply. If such software is manufactured by a party other than RICOH, then Customer acknowledges that RICOH is not the manufacturer or copyright owner of such third party software and that RICOH makes no representations and provides no warranties with respect thereto. RICOH shall make available to Customer any warranties made to RICOH by the manufacturer of the software and/or products utilized by RICOH in connection with the Services hereunder, to the extent transferable and without recourse. c. Export Compliance. Customer shall indemnify, defend and hold harmless RICOH and its_representatives and affiliates from and against any fine, penalty, claim, suit, V3.9 Ricoh USA, Inc.' Ricoh Production Workflow Assessment I 11 RICOH Imagine.change. demand, liability, cause of action, damage or cost (including reasonable attorneys' fees) for any actual or alleged violation of any law or regulation relating to export and re-export control (collectively, "Export Laws") arising from Customer's use of the Services and/or any software or web-based solution provided or contemplated under this SOW. Notwithstanding any other provision of this Agreement, Customer shall at all times remain solely responsible for complying with all applicable Export Laws and for obtaining any applicable authorization or license under the Export Laws. Customer acknowledges and agrees that RICOH may from time to time, in its sole discretion, engage non-U.S. subcontractors to perform any portion of the Services on RICOH's behalf. Customer represents and warrants to RICOH that it, its employees and agents shall not provide RICOH with or otherwise use in connection with the Services any document, technology, software or item for which any authorization or license is required under any Export Law. Without intending to create any limitation relating to the survival of any other provisions of this SOW, RICOH and Customer agree that the terms of this paragraph shall survive the expiration or earlier termination of this SOW. Each party shall promptly notify the other in the event of the threat or initiation of any claim, demand, action or proceeding to which the indemnification obligations set forth in this Section may apply. 5. Confidentiality and Non-Solicitation. a. Confidentiality. Except for purposes of this SOW, Ricoh shall not use or disclose any proprietary or confidential Customer data derived from the Services hereunder; provided, however, that Ricoh may use general statistics relating to the Service engagement so long as it does not disclose the identity of Customer or make any reference to any information from which the identity of Customer may be reasonably ascertained. Notwithstanding the foregoing, the parties acknowledge and agree that Ricoh shall have no obligation to remove, delete, preserve, maintain or otherwise safeguard any information, images or content retained by, in or on any item of equipment serviced by Ricoh, whether through a digital storage device, hard drive or similar electronic medium ("Data Management Services"). If desired, Customer may engage Ricoh to perform such Data Management Services at its then-current rates. Notwithstanding anything in this SOW to the contrary, in the event that Customer engages Ricoh to perform any Data Management Services that relate to the security or accessibility of information stored in or recoverable from any devices provided or serviced by Ricoh, including but not limited to any hard drive removal, cleansing or formatting services of any kind, Customer expressly acknowledges and agrees that (i) it is aware of the security alternatives available to it, (ii) it has assessed such alternatives and exercised its own independent judgment in selecting the Data Management Services and determined that such Data Management Services are appropriate for its needs and compliance, (Hi) Ricoh does not provide legal advice with respect to information security or represent or warrant that its Data Management Services or products are appropriate for Customer's needs or that such Data Management Services will guarantee or ensure compliance with any law, regulation, policy, obligation or requirement that may apply to or affect Customer's business, information retention strategies and standards, or information security requirements. Additionally, Customer expressly acknowledges and agrees that, (a) Customer is responsible for ensuring its own compliance with legal requirements pertaining to data retention and protection, (b) 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 requirements that may affect the Customer's business or data retention, and V3.9 Ricoh USA, Inc.' Ricoh Production Workflow Assessment I 12 RICOH Imagine change. any actions required to comply with such laws, and (c) 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, or presence, of data resulting therefrom, shall be the sole responsibility of Customer, and Customer shall indemnify and hold harmless Ricoh and its subsidiaries, directors, officers, employees and agents from and against any and all costs, expenses, liabilities, claims, damages, losses, judgments or fees (including reasonable attorneys' fees)arising therefrom or related thereto. b. Non-Solicitation. Customer agrees that during the term of the Services and for a period of one (1) year after termination thereof, it shall not directly or indirectly solicit, hire or otherwise retain as an employee or independent contractor any employee of Ricoh that is or was involved with or part of the Services. 6. General. This SOW represents the entire agreement between the parties relating to the subject matter hereof and supersedes all prior understandings, writings, proposals, representations or communications, oral or written, of either party. Only a Change Order in writing executed by authorized representatives of both parties may amend this SOW. Any purchase order, service order or other Customer ordering document will not modify or affect this SOW, nor have any other legal effect. All equipment is purchased or leased by Customer pursuant to a separate agreement and are separate and independent obligations of Customer governed solely by the terms set forth in such separate agreement. This SOW may not be transferred or assigned by Customer without the prior written consent of Ricoh. This SOW shall be interpreted in accordance with the substantive laws of the State of New Jersey, without regard to principles of conflicts of law. The relationship of the parties is that of independent contractors. Ricoh shall not be responsible for and shall be excused from performance, or have reasonable additional periods of time to perform its obligations, where it is delayed or prevented from performing any of its obligations for reasons beyond Ricoh's reasonable control, including, without limitation, acts of God, natural disasters, labor disputes, strikes or unavailability of services, personnel or materials. The parties hereby acknowledge that this SOW may be executed by electronic means through the affixation of a digital signature, or through other such similar electronic means, and any such electronic signature by either party constitutes a signature, acceptance, and agreement as if such had been actually signed in writing by the applicable party. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] V3.9 Ricoh USA, Inc.' Ricoh Production Workflow Assessment I 13 RICOH imagine.change. This SOW shall be effective as of the date of execution by both Ricoh and Customer. Scheduling of resources and Project duration estimates can only be provided after this SOW has been signed by both parties. By signing below, the undersigned represent that they are duly authorized to enter into this SOW on behalf of their respective entities. Ricoh USA, Inc. By: Katie Norton Ricoh Internal Review Name and Title Date By: Ricoh Authorized Signature Name and Title Date CUSTOMER 3211 A-IIred Rosemead Name (Print) Location City manager Au prize. Signatur Title Date V3.9 Ricoh USA, Inc.I Ricoh Production Workflow Assessment I 14 Ricoh USA,Inc. R I CO H 70 Volley Stream partway Malvern,PA 19355 U.S. Communities Master Lease Agreement Number CUSTOMER INFORMATION - Full Legal Nene CITY OF ROSFMFAD Address Ran VALLFV RIND CS State Zip I Contact Telephone N U,nmr Oon Matthew W Wawla ara5592107 tdead fa x ID Number fasciae Smithy- ^mailMaus .theava@eydmeme+d ore i im Hwmrte.SUMfriall amt) This U.S.Communities Mester Lease Agreement("Lease Agreenelt")has been written in clear,easy to under Land English.When we use the words "you","your"or"Customer"in this Lease Agreement,we mean you,our customer,as indicated above.When we use the words"we","us"or"our"in this Lease AgrecMent, n ( ( l if this ) Schedules t 7e with this Lease Agreement, pursuant lo Section1 below, the Assignee(as defier below. Our corporate office is located at 70 Valley Stream Parkway, Malvern, Pennsylvania 19355. pursue subsequent month,unless othenvie specified on the applicable Schedule. I. beter Ricoh Thu met Agreement Corporation eanduaFa I t I(ti eu"County")Cout by won To the extent rot prohibited by aplaicahle law,If any Payment or otter behalfo Rieoh Conn s ties Gve and t Fairfax County (inc nall on f l under any Schedule is not received within ten(10)days of behalf of IM U.S.S Cslna and Government i entities s ("Pave ati gal IwNi< amount dale,payable v1 will to us,in addition to that Payment,a one-time late erg nio, non-profits na ati tID number education 000132 and the contra Public 1 edge desk%n of die overdue Payment(but in no event greater than the Agencies").Feb having,C 13 to l ID num201 of with the option nit toe contract no more maximum amount allowed by applicable law).To the extent not prohibited is from year It,e'CIceacne3gd")Qle yaret a inm renew any fmhimore b x1 I ble law,you name to pay$2500 for each cheek reamed for Thee six(6)years(the"Contract Period"),n au year at a time,or any dule entered insufficient y° funds of for any other reason. thereof(the"Contract"). Notwithstanding the in full force and fehdultentered f the event [lest Customer terminates the Maintenance A t (as into during the Contract in Period shall We aaggrree in full force antcsspefconh in greemrn lease term set ewh i exec teM1 by y.u and to inc or rent,as specified in any (b) hereunder defined) between Customer and the Scrvicer relating to the L• ase Aga schedule b exwrenc by you ad ad you,mid you the ermsleaseeaor Product provided hereunder due to a material beach by Serviar of its of Lease applicable,by ni us,s reference subject"Schedule"),to the e o vest,ad you agree service obligations which remained uncured for thirty(30)days following(a Sc• heuawhieep rs Gann,wbangbl properly oetcribe in such such written notice of breach (in the manner expressly permitted by and in Schedule,the personal and intangible crib dry a Schedule ul s(th eth r wihlle accordance with such Maintenance Agrcanent), Customer shall have the personal ts, intangible parts. btcubed ,aaSchedelars,and accessories wishits option of terminating the particular Product under a Schedule to this lease incorporated n o rc of axed.path.property additions. cease or ghts Agreement to which such service failure relates upon thirty(30)days prior ih th affixed to the will beery and any p written notice to Ricoh. In the event of such termination,Customer shall pay associated with the property)aid ct collectively referred tro as the as"Product"The all fees and charges incurred though the lamination date of the applicable ll othenetwer of the duct i Product snail a referred to associated services such Product,including any late fee charges(to the extent such late fee charges as the them the Product ns s includes intangible data base or e pion rights, such may be charged pursuant to Section 3(a)of this lease Agreement). u pibp software shall bete rrc prepaid ra t "So Imse snlhscri ts, s intangible ig :Deliv rSM1n bereptan e.awdeease Agee (c) A Schedule may be terminated in whole or in part by the Customer in 2 CIW U.f J e trcar.'this tetra a Agreement shall consist of @c accarpnce with this Section 3(c)whenever the Customer shall determine terms and conditions of the Contract and this Leases ee eem nt,the Schedule of that such a termination is in the but Merest of the Customer. Any such any issued Wean[thereto.component it anoint termination shall be effected by delivery to Ricoh, at least thirty nom= (30) Othrnerostan conditions I of IheLeasereememad Schedule ul foissue: working days to Ihe effective date of such termination date,o nit wi tot and and(b)the e terms this Lease Ay<ememand t.me foregoing issued of termination specifying the extent to which performance shall be order of peetde ce (b)the vern and nt teat of the this The Ietnenn in terminated. In the event of such termination,Customer agrees to taunt the add of prcadaec droll govern the intapteatbnt he the Isms Ageanem in Product to us in to manna required under Section 14 of this Lease carts of conflict or inconsistency therein. Paths and conditions that incorporates this Agreement and to pay to us (as compensation for loss of our bargain and Lease Agreement and the shall be Contract,asrnell as Ile arms sawdnlono s this Leah nat as a pnalty), with respect to such tetninated Product, fine red Ayhei not amt[h ed e. M as well as by hat terms and a conditions sea forth in Sonwwrc and arty Software Licenses,Si,amount which shall be equal to the such individual tinct from Mad'Schedule Agreement shall constitute a her SChe ute agreement a monthly Payment for such Product. financed Software and/or Software <and distinct bt Gom this Lease Agreemeat eA ally other SdayuSc. In the License,as applicable,limes the number of months remaining in the term of th�elteona of conflict between Me tams ov rn this Lease Agreement and ms ect to the such Schedule(or any renewal of such Sdteduk) and/or any financing the mine subject to Schedule Ii Se shall govern and wool.but only with respect to the agreement with respect to the finned Software and/or Software License, Product subject to such Schedule. The to the effective of this date of such Agncer men will plus any other amounts then due and payable under this Lease Agreement, not When you any Schedule aewrd prior to the Baled. you dare of nit tc Schedule and/or financing aereemont with respect to such Product,Software Wt1en you receive the Product and it is cdmlled, you agree inspect and/or Software License,including,but not limited to,any Imes payments deta it is in le)d wtl beg n on.Scheduled the (as specified in the and maintenance payments. Ricoh stall suppty the Customer with the applicable Schedule) will begin on or after tea Prdun acceptance d acre date actual number of Payments remaining and the total amount due,and the ("Effect Dane'").You agree to sign and return to us a d shivery and acceptawc Custom shall be Idlevd of all unpaid amounts for anticipated profit al be tae electronically)within five(5)business days after unperformed services under any Maintenance Agreement (including any and is in(winch may ease aunt included in to monthly Payment that is attributable a Maintenance, any Product a installed cmflrming that the Product Kw been delivered,installed, and is n good condition and accepted for all purposes under the lease supplies,or any other service cml) Agreement. (d) You also agree that,except(a)u set forth in Section Itl below entitled 3 'Ie �Vmanf_ 'State and local Govemnent Provisions".(I))lot documented cas of non- (a) Tae first scheduled Payment (as specified in the applicable Schedule) performance as set forth in Section 3(b)and(c)for the best interest of the ("Payment")will be due on the Effective Date or such later date as can may Custana as set forth in Section 3(e),THIS IS AN UNCONDITIONAL, designate.The remaining Payments will be due on the same day of each MSTLSE USC-MA 03.13 Rica'?and the Ricoh Logo are regi stered 5074097en arks of Ricoh Company,Lld. Page I of 4 08/28/2014 12:53 PM NON-CANCELABLE AGREEMENT FOR THE MINIMUM TERM amounts specified in Section 12 below,or(e)replace the Produce with equipment MDICATED ON ANY SCHEDULE TO THIS LEASE AGREEMENT.All of like age and capacity. Nroul self-insurance Payments to as ate"net"and i eoditlmul and are net subject to act o0', g. liability and Insurance.You agree to maintain insurance, g n s def,comuerclaim or reduction for any reason. You agree that you will or otherwise. to cover the Product for aft types of loss, including, ss'ithota remit payments to us in the form of company checks(a personal checks in laudation,theft,in an amount net less than the Poll replacement value and you the case of sole prapdeo9iips),direct debit or wires only. You also agree will name us as an additional insured mud loss payee on your insurance policy.In that cash and cash equivalents are not aceepabk tams of payment for this addition,you agree to maintain comprehensive public liability insurance,which, Tease Agreement or any Schedule and that you will not remit such forms of upon our request,shell be in an amount acceptable to us and shall name us as an payment to us. Payment in any other form may delay processing or be additional insured.Such insurance will provide that we will be given thirty(30) returned to you. Furthermore, only you or your authorized agent as days advance notice of any cancellation.Upon our request,you an to provide approved by us will remit payments to us. us with evidence of such insurance inaform reasonably satisfactory to us.If you provide to maintain such insurance or to de us with evidence of such insurance, 4. ILLeftWLffielmajles and Peek.You will keep and use the Product only at the we may(but are not obligated to)obtain insurance in such amounts and against Product Location Awns in the applicable Schedule. You will not move the such risks as we deem necessary to protect our interest iu the liability or loss Product Rom the location specified in the applicable Schedule or make any insurance obtained by us will not insure you against any chum, alterations, additions or replacements to the Product without our prior written related to your interest in the Product and may he cancelled by us LL any time. consent,%etch consent will not be unreasonably withheld At your own cost and You agree to pay us an additional amount each month to reimburse us fa the expense,you will keep the Product eligible for any Manufacturer's certification m D sconce premium and an administrative fee,on whklt see a u so affiliates may to maintenance and in compliance with applicable lass and in good condition, earn a profit. In the event of loss or damage to the Product,you agree to remain except for ordinary wear and hear.You shall engage Ricoh,its subsidiaries or responsible for the Payment obligations under this Lease Agreement until the affiliates,or an independent third party(the'Servicer')to provide nsaintenarse Payment obligations are filly satisfied. and support sconces pursuant to a separate agreement for such purport 9. Rc wd'ne.We arc the owner of and will hold title n Me Product(except replacements Agreement,." You may make alterations, the for any Software).You will keep the Product free of all liens and encumbrances. prolvi ednns ochlediday, "Additions") do add Sir the to ou Pouct Except as reflected on any Schedule,you agree that this Lease Agreement is a provided that such Adntns and Software do not impair subject value or originally true lease.However,if any Schedule is deemed m he intended for security,you intended cunt me st in or purpose of the party. and is not rteatat any em ve hereby grant to us a purchase money security input in the Product covered by security interest n fSoor of at other(wn ct cost expense further,that you remove the applicable Schedule (including any replacements. substitutions, additions, such Additions and liiawtt at your own cod rin So at the which air or attachments and proceeds)as security for the payment of the amounts under each termination oftexppption or termination All theiaions abl$Schwan MzelM1arcrid Schedule.You authorize us to tile a copy of this lease Agreement ceder any removed a the expiration aril ou rp romtyaaon of the or applicable Schedule us We Ma become Schedule as a financing statement,and you agree to promptly execute and deliver pan of the Product and our property the no cost er at n. to m. ble rreY inspect to us ally financing statements covering the Product that we may reasonably the normal working hours rs notice to the catnw at any reasonable lime during require; [wonted, however, that you hereby authorize us to file any such nrmal ewhkiiy hours. financing statement without your authentication to die at permitted by 5. Taxes and F .To the extent not prohibited by applicable law and unless and to applicable law. The extent you are exempt and provide a valid exemption certificate to us, bi 10. $pftwarc or Intangibles To the extent bat the Product includes Software-you addition to the payments under this war assessments, fees an Ycu rges to pay e understand and agree thet we have no right,title or interestt in rhe Software,and impor dlup property trace), wnenhi ,p fees and charges renting.tin..governmentally you will comply throughout the tam of this lease Agreement with any license imposed upon au'purchase,oIf sea are equired to,/easing, mMne,oradiox ad/or other agreement("Software License")entered into with the supplier of the and you opt to of the such tax If se asteofhedmpegdnotasal lumuu at Software (-Software Supp!ier'). You are responsible for entering into any leaserow opt n pre you cog over to the tam of the lox n not as a lump"equal at Software License with Re Software Supplier no later than the Effective Date; lease ofthethan txuuepr pay us be included edxs pail provided,however, if yon do not enter into the SoPowreG se,then we rimy to alid sgts the total tax due ti year,lobe must e!m pde t the wiymeni A choose not to lease such Software to you under this Ire Agreement. valid sales and uetaxvoemtoreeiveacre it/wabegPsalm anus within ninety (90)days of We first invoice you, recourse,fix th term tax I Scheduled s Each)yfuhe 2tlogay an Paymenttt�udaterr am�A&mn thirty(30)to fix the term of (as days of its(a ,Envoi representation nto�l r°ty made by you in 6. Wnm"Ita We tmmfer m you,without recourx, days of itt dm date,(67 any reprcunmion or umrran rote b in Lax any written i n+ cwnantbo ode by the m with or Software Supplier (ed Agreement is false or incorrect and/or you do not perform any of your other orred in Section 10 to such Lease le YOU AChNOWI to the Product leased obligations under this Lease Agreement es any Schedule arder wide any other rented pursuant to EcP PRODUCT ASEAN ACKNOWLEDGE JUDGMENT YOU t 11 with any of our affiliates and this failure continues far tidy HAVE SELECTED THE AFFIRMATIVELY BASED CL YOUR OWN EON ANY (30)days after we have notified you of it,(eta petition is filed by or against you AND REPRESENTATION RESECONYEN DI 'THE tODUl ON TO (30)r )ny guarantor under any bankruptcy a insolvency law or n trustee,receiver or ORAL go a Maintenance CONCERNING 'I HE pRODwCI MADE TO or is appointed for you, any guarantor or any substantial part of your YOU.However,anyeq id you enter into a claiseomeo A9ph of Om with seAm cement with assets,(d)you a any guarantor makes an assignment for the benefit of creditors, shaledtemytrit,diminh ethe or paragraph remeies or benenghammu (c)any guarantor dies,sops doing business as a going concern or transfers all or may alter,restrict,diminish h dr such the tien remedies or benefits that you substantially all of such guarantors assets,or(f)you stop doing business as a conyhaveTYi. XPRESSndOsutlIMaintenance LED, S TO WE MAAEER concern or transfer all or substantially all of your assets. WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER going WHATSOEVER, OF MERCHANTABILITY BUT NOT LIMNED 'IT, THE iFOR A 12. may cancel If tOniinat occurs,easemay rent anroranoRM1e Scheding'(e)we WARRANI1ES OF MERCoANwarILITY Oes or made A me Ireteu to immediately pay to em ndlcmpe stilnChr loss of our only warranties, implied,made m you may rauirt you to immedisaly pay to us, as compensation for loss of our aARheCUfARPURf•Om).the oby nufa tureaa der Se you in are tdeumennha(if e ehe Mament,ueand Servicer between the other amounts then due and tpayable under this lease Agreement or any Schedule; any documents,and than this Lease ndncinou.executed b)' NOTWITHSTANDING aDIN NYThr and you. YOU AGREE THAT, reed(Schedule)the present value present value die value Pr the cormhf RFSPVNSISTANDIR, ND YOU WI TO OTE CONTRARY,KE ANY AI ARE NOT aid f e initial the of anent vdm ae(or any anticipated vale uc S Product at the US FOR, INI coNsENDYOUWSP COTMRRNANYCLDIMAGES, dodofthe iaitulnm ofany 3%per ea ato renewal of such Schedule), we each ITS FOR,ANY CONSEQUENTIAL l SPECIAL,OR INDIRECT'DAMAGES. discounted d e rate all amounts to nos per yen' to the date of default,and we may a 7 L_od You are responsible for arty theft of,dezusaher of,or damage charge you interest on all amounts due us from the date of default until paid at the Nether or not insured, rate of 1.5%par meth,but in no event more then the maximum rate permitted by to the Product(collectively,Product acceptance from any cause at all,whether applicable law.We agree to apply the net proceeds(m specified below in this the time of Schedule Vim arereh)'ed to ke al Pawed tove if ad of Section)of any disposition of the Product to the amounts that you owe us;(c)we Lo hems of the must notiih Schedule Vim are required tia mako all Polnn's even o Ilan is a may require you to deliver the Product to mom set forth in Section 14,(d)to the Loss You more notify us in repair the immediately that it Loss.in good condition you shall be extent not prohibited by applicable law,we a our representative may peacefully working o to, ellig(le Emir yhe Product nu act re'sac it is in good(mdrtion the seas the Product without a court order(it being agreed that we will provide working oda, eligible for any Manufacturer's certification, lM1l pay the you with written notice of Default prior to initiating recovery of the Product and MSTLSE USC-MA 03.13 Iiicoli and the Ricoh Logo are registered trademarks of Ricoh Company,Ltd. Page 2 of4 0828/20/4 12:53 PM 15074097 suction with data retention and potation and that we do not provide legal will endeavor er t the P d contact you lay exwCiSe a y schedule other W gh s lit v time es advl reprexn miter the a lender, (a)ed party or lessor and r th all ifor rights m 'toadies advice or represent that the Products will of erany yea compliance with such available maudig,without party itton,toe set look iniAngCaA ethiel Code and decisions arising withure cct th<thedeletionorastorage of data as mil as a'vCC"aw or including,equity;(I) limitation,media the form in Angle 2A of to se the s any resulting shall be your sole and exclusive and at law including d ng the; is we may immediately by terminate your right communication)use any me Ins of an dare eGWlein therefran, Software i(g) n yx errand th (i mmed he re rem led poio of any rapollane tY Software:and nit may demand o w re at ue icorp and esam Oft wc.a cause I5. Schedule shall It is the id and of the parties a"tint this ase"e as Agreement and and Software e Soft and rSuI<ax the Software at n public or private sale;up)ort and other gohedule shall be deemed and constitute a"finance lease"as dEEM under OR the Software Supplier Software toe Ucense the or 0)at our License, ,we ml and other governed by Article LOAN of E EXT. ORAL CREDIT OR TO FOR OR sesames chwise isp seo he Pro, ct under)uc our ilstanq aC min sas' ay FRO ME FORCING REPA MENTY,F A DE T D4C DI G PROMISES be accetbl to u Jirour ditertoredf w possession nn and conditions as may FROM ENFORCING OR RENEW REPAYMENT B ARE N T EFORCEBLE,YEU such Soawune,ikpolic ibow di nayoe.lfrahavdse ho it with or (a eny AGREE AT " m ERMSA DEBT DI NOT ENFORCEABLE YOU notCmret if public we may sell n andtoiap apply thee of p with s wee We AGREE THAT TIIE TERMS AND CONDITIONS CONTAINED SC IN TILE haved,maed all wt,intlding reasonable alapplyAbeo)toructtmsunts to CONTRACT, 'THIS IRE AGREEMENT AGREEMENT, EMEN BEWEE IN EACISSDIGTHE have weu s.You agree That,i including tie ofsae aswtxyr fens)law the he given that MAKE UP'OR R ENTIRE AGREEMENT CT ANDS PE REGARDING LP TOR you owe us.Yeti hall c that,if nice a le n is a If required by Imv to he given,re ten LEASING OO REORALOC TML PRODUCT AND SUPERSEDE ALL PRIOR respnsibe forntllefci constitute due notice If haveame,doaysuch net WRITTEN OR BETWEEN COMMUNICATIONS,D IEPATIES TING TO OR proceeds eels for any deficiency Teel y due after we have applied eevent any such net AGREEMENTS CONTAINED REIN, INCLUDING,L RELATING TO THE STATION, brought to en orc extent permitted ea applicable law,in the ilingt ar action ie PURCHASE EO ORDERS. ny HEREIN, order, r o erITNOnT ocu enTION,the entitled to cejmc<w ila t of mid oass clud b the t Wooedg o, re soma le not modASR a e t the ,bry e A ree t o an deer du a ordering shall serve, my entitled lto ne to Nptdcourt cos of all costs including,luv not Wooed to, reasonable not modify or affect this Lease Agreement a any Schedule and shall serve only attorney fees andcooslirailrwred. thepingWuofgure to order equipment nber(mt'ed.You hempen ntm supply eny soh. YOU HAVE. NO MITT TO SELL, mining"configure to order' number("CI'O"),other equipment identification I]. 0 -S f ' Rca eon numbers (including, without serial numbers), agreement/schcduk • LEASE AG ENCUMBER,SUBLET OR SCHEDULE w low' OUR OR TIOR n umbers (ennui 'thmt d to in this s<lia LEASE AGREEMENT OR ANY SCHEDULE nreas unreasonably OUh PROS You a mean numbers uhou data in a Ions Agreement or any Schedule Leath WRITTEN we CONSENT sell(or ah assign all or not be of out int rests,'but not our Agreement t by an representation or warranty not expresly<sel forth in this Lease agree that to they sad cr assign h portal'° Ago-cement Schedule is binding on us until notice to you even if f less an td1 this lathe AgreCnient he or any ined. 1,1tue event Agreement. NY OF nor tTE 'c the on to addrless Payments is chanledurigte tent . this event ThIS Lit.SE ANY AGREEMENT OR ANY SCHEDULE AND CONDITIONS OF Ag mmil to address Schedule,(Cr Payments is changed the during the lam of provide ns Lento 'AND SHANE BY BO HNPARTIES.ESYf we d lay o MUSo RE rc W WRNG you. In t t a^y,thedass, thcoh sf the"))wrcc wet uch ig is ise we AND SIGNED BY Lease wth raped to any orllall Schedules,we fwiill you. In that lot the assignee oo(igc"Ass(w"Assignee")will have such rights s)and still b under g given in the assign t LasoreehWot be subject to will clapsowensiseoioost and still able either (a) by certified mail, return receipt requested, or the noun may the a regains will N o be submen at arty claims,a will or set ooh g d overnight delivery service,postage prepaid,addressed to the party that you moy have against us No have t you to an hereunder t'he rtlos Ricoh mcceiving the notice a the address shwm on the front of this!ease Agreement,or Agreement me ayoiu have ntered may with to ra° will rent The Mafrceaand r simile transmission,with oral confirmation,m the facsimile number in MI Agct with You icer and i into wieh a Straw any ooh bassi assignment force and (K) low°below such party's signature on this Lease Agreement.Either part may effect with that and will not be anufic by any design induct . change address or facsimile number by giving written notice of such change to youmMesee selected the Assignee did not mmufgaa or driuc based pmondad that otter e I tad Ilse Manufacturer,Services end the Product bared on your own the other party. Notices shall be effective ill survive iv the date received. Each of our you have respective rights and iMemmlia will shrvivC the termination of this Lease judgment. Agreement mid each Schedule.If more than one customer has signed this lease I4. Gram' Return wa rI G Al UNLESS Y (30) PAR,Y NOTIFIES T OT M THE Agreement or any Schedule,each customer agrees the its liability is joint and THANK IN HUNDRED ET LTWE THIRTY (30)DAYS, BUT NOT MORE several.It is the express intent of the parties not to violate any applicable usury THAN ONE OF DIED TIMUM TERM DAYS, PRIOR O THE laws or to exceed the maximum amount of time puce differential or interest,as EXPIRATION OF DIE THE MINIM 1F AM OR EXTENSION ANY EXTENSION OF SUCH applicable,permitted to be charged or collected by applicable law,and any such ANY SCHEDULE AFTER E O THE EASE AG TERM ME OR ANY CHEDU E OF cocas payment Mll be applied to paymats in the order of maturity,and any ANY YO IRE EEASIiNGRAEM ONTtL SUCH MONTH WILL remaining excess will be refunded to you. We make no representation in or AUTOMATICALLY loW RENEW ON A MUNTRING ANY M RATS, warranty of any kind, express or implied, with respect to the legal, PROVIDPRENE W L WE HAVE AT ANY TIMED PANG ANY MONTH-TO.DAY courting treatment N this lease Agreement ad any Schedule and you NONCE TO RENEWAL WE HAVE THE RIGHT,UPON I!ARTY(30) US IN acknowledge that we are an independent contrgo Wd not your fiduciary. You NOTICE,TO DEMAND THAT RMS PRODUCT THIS SECTION RE WINED'TO EIS IN will obtain your own legal, tax and accounting advice related to this Lease the ACCORDANCE nothing W n'H THE TERMS ed THIS e,nor shall all Notwithstanding eas Agreement or any Schedule and make your oath determination of the proper providing,icing foregoing, ale la intended to provide,nor shall to new the as accounting lmelment of this I ease Agrecme t e'any Schedule We may receive of this Agreement with a legally enforceable option to extend or renew the tams eumpuhmtimhfgn the Manufacturer or of the Product in order to enable you of this Lrnx Agrl ally a any Schedule,,or(b)its with a legally cu d informable us to reduce the cost of leasing or renting the Product to you under this Lease opliau to compel any such extension w renewal. At the end of or upon Agreement or any Schedule below trNat we otherwise would cluuge. If we teen Product of each Schedule,such e ire shall immediately �le pi kid up bye s(onomnnnr to have received such compensation,the reduction in the cost of lensing or renting the the good d'uat ditionl to when you itp¢kal up by us(or our derantt).m Product is reflected in the Minimal] Payment specified in the applicable as goad(or our designee)as tdxn you received it,except for ordinary sum and tear. Schedule. To the fullest anent permitted by applicable law,you authorize us or Ricoh(or our designee) smll bear shipping charges. You must pay addntmuI) ow agent to obtain acct report and make credit htquirics regarding you and Payments al the ante rate as Olen in effect under a Schedule,until(0 your lint wino taro credit and to provide your information, including payment of any _ - - interest in this leant you movhdc notice mud prior to the expiration of the minimum term or extension binary,to our assignee and third parties having an ecmhama received any Schedule and(ii)the Product is picked W by us or our dour des and Is Agreement,any Schedule or the Product. received in gond condition and Working ouch by Us or our d ent,th. Notwithstanding anything to the contrary set forth in this Lease Agreement,the 16. Governing Law Jurisdiction' Waiver of Trial By tun,and Certain Riehd and parties ecknotdadgc and agree that safeguard shall have no obligation to remove,delete, RemeG v Under M Uniform Commercial Code. YOU AGREE THAT THIS vat preserve,maintain or Oho-vase safeguard my information, images Of coned LEASE AGREEMENT AND ANY SCHEDULE WILL RE GOVERNED or a digital ytorageJed�aany lardd drive eaoonn leased other you electronic r medium through UNDER PIE 1AW FOR 71IF.STATE ("Data OF BUSINESS OR RESIDENCE IS LOCATED. YOU ALSO CONSENT TO ManagmmR Services"). If desired,you may engage Ricoh to perform Data 71 114 VENUE AND NON-EXCLUSIVE JURISDICTION OF ANY COUIIT Management Services at gaff prevailing contracted rates pursuant to pm LOCATED IN THE STATE WHERE YOUR PRINCIPAL PLACE OF tnan Maintenance re Agreement smngagreement crichanc with legal mmvenhan UNDER HSRLRESIDENCE EMENT.10 THE RESOLVE NT NOT PRO CONFLICT IRRED you are responsible for ensuing your own M ga requirements MS(LSE USC-MA 03.13 Iticoli and the Ricoh Logo are registered trademarks ol'Ricoh Company,lad. Page 3 of 4 5074097 08/28/2014 12:53 PM BY APPLICABLE LAW, THE PARTIES TO THIS LEASE AGREEMENT available to us(or our designee)all,but not less than all,of Ow Product this LAWSUIT, It)THE RIGHT IEN PPERM rIF BY D BYRAFFIX:ABLEVENT W OF YOU accordance with the Wlmsv hereof;and (C) any Schedule to this Lease such WAIVE ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A Agreement shall terminate on the Return Date without penalty or expense to CUSTOMER OR LESSEE BY SECTIONS 508-522 OF ARTICLE IA OF THE you and you shall not be obligated to pay the rentals beyond such fiscal y ear, BCC THAT YOU M AY HAVE AGAINST IIS (BUr NOT AGAINST THE provided that(x)you shall pay any and all rentals and other payments due up MANUFACTURER OF THE PRODUCT)TO HELP THE GOVERNMENT thmoughmlth Io1 the la till day of f t hftonsoyearrfor at The rate appropriations in PIGIIT THE FUNDING OF TERRORISM AND MONEY LAUNDERING Me made I Schedule for each month o or part nth en that you fail to main ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL any such INSTITUTIONS TO OBTAIN, VERIFY AND RECORD INFORMATION available to us(or our designee)the Product+srequired herein.(iii)Upon any 'THAT IDEN ITF'IES EACH PERSON WHO OPENS AN ACCOUNT. WHAT such Non-Appropriation,upon our request,you will provide an opinion of shall be THIS MEANS FOR YOU WHEN ASK FOR YOUR NAME,ADDRESS ANDPOTHER INFORMATION THAT reasonably tacceptable to d) in form reasonably acceptable to us,confirming WILL ALLOW US TO IDENTIFY YOU. WE MAY ASK TO SEE the Non-Appropriation mid providing reasonably sufficient proof of such IDENTIFYINGDOCUMENTS. 17 Counterparts Fees imil1F Each Schedule may be executed in countwpats.The (c) funding Mira You represent and swoons to us that you presently intend to shall constitute nM1tu cdunlopaperi s that ter and/or defined fie our the or control continue this Lease Agreement and any Schedule hereto for the attire tens of shall constitute he original chattel paper es that term is dethud In the IICC imi shall such Schedule and to pay all rentals relating to such Schedule and to do all and constitute the original agreement for all Purposes, including without limitation, things lawfully within your lower to obtain and maintain funds from which (a)any hearing trial or proceeding with respect to such Schedule,and(b)arty the rentals and all other portents owing under ouch Schedule may be strode. orinninieimn to which render the 11C If constitutes taa the single true Ile parties acknowledge that appropriation for rentals is a governmental toriginal by item of it or of paper under rte IICC.If yen sigh and Ie or au a Schedule ftmwion to which you cannot cdmacnaUy commit yourself in advance ad to us by facsimile w other electronic upon bertvniion by us facsimile o or electronically, this Lease Agreement shall not constitute such a commitment.To the extent transmission of such Schedule,up execution by us agree ply or electronically, permitted by law,the person or entity in charge of papering your budget will as applicable),shall be binding of the ule containing tau ggNei a rhfa the ile itr oe er inclwk in Js bdget request for each fiscal year during the term of each d cti datmMr ns mmnla i of a winc is oo your f imye or signed by Schedule, respectively, to this base Agreement an amount equal to the a Maftonical Y transmitted red aignalute,whhich is for all 1p or electronically signed by rentals(to be need for such rentals)to become due in such fiscal year,and us, shall constitute IM original agreement for all purposes, including without will use all reasonable and lawful means available to soma the approp riaion limitation,those outlined above in this Section.You agree to deliver to us upon of money ion such fiscal year sufficient to pay all rentals corning due during our request the counterpart of such Schedule containing your original manual such fiscal year signature (d) Authority and Authorisation (I) You represent and swoons to m that:(A) 18.State and Local Government Prwaim4 defined the Customer in a State or Internal you are a State or political subdivision of a State,as those terms are defined subdivision of a tblt u tare krona are defined in Section 103 of the Internal in Section Ion of the Internal Revenue Codc:(B)you have the potty and Revenue Code.the following additional tams and conditions shill apply: authority to enter into this Lease Agreement and all Schedules to this Lease Agreement, (C) this Lease Agreematt and all Schedules to this Lease (a) During the font of this Lease purpose of m and any Schedule,ore Agreement have been duly authorized,executed and delivered by you and the Product will be used solely for the purpose of performing one or more constitute valid,legal and binding�rsment(a)enforceable against you in governmental or- You functions consistent with the permissible f te Product uct is accordance with their terms', and (0) no further approval, consent or your authority.performing VPU rcprmeve and tvemm that the use of the Product is withholding of objections is required from any governmental authority with essential to performing such governmental or Proprietary%actio s. respect to this Lease Agreement or any Schedule to this Lease Agteemem.(ii) If and to the extent required by us,you agree to provide us with an opinion of 1 your governing body a fails to independent counsel or Mho legally designated authority (who shall be (b) parAmmo coming hdu under aiSched (i) If f the foregoing and other related appropriate sufficient monies in any fiscal period for rentals and other matters,in form ad o us) confirming .(citing payments gial due d fora Schedule to this chase Agreement s r the next and manors,in form and substance acceptable to m.(lit)You agree to take all succeeding fiscal period whole any equipment which will perform services required actions and to file all necessary forms,including IRS Forms 8035-G functions performed in wank or in part we r debt'airy the same services and or 8038-GC,as applicable,to preserve the In exempt status of this Lease 'Noo_ a performed by the Product edv to by arty such. (id Ife,then a Agreement and all Schedules thereto. (iv)You agree to provide us with ally "NomAppropnaaon" that M deemed nt to have occurred. (in) If a Non- other documents that tut may reasonably request in connection with the shell Appropriation occurs,then(A)you must give us immediate notice of such foregoing and this Lease Agreement gm-Appropod al asst provide x a rn notice of such failure e by your You aunt to acknowledge any assignment to the Assignee in and focal yg year or it least_App(60)boys prior to Ilene and ed by that current (e) 6j6�rt. fiscal yam ry if Non-Appropriation has not r than d by may duo, twrting.if so requested,ad,if applicable,to keep a complete and accurate immediately upon NonsApiwiati alien,(B)no later than the last day of the record of all such msigrmmenls in a manor that comnplid with Section 149TH) Schedule year for which SO Agreement were made for the mood due shall aka of the Internal Revenue Cade and the regulations promulgated thereunder.:my Schedule o this Imc Agreement (the "Return Date"), you shall make IN WITNESS WIIEREOF,the panics bar executed this Lease Agreement as of the dates set forth below. THE PERSON SIGNINGT I'I „5 A• EEMi ON BEHALF OF TIFF.CUSTOMER REPRESENTS RICOHUSHE1H S THE AUTHORITY TO DO so.A.CUSTOMF.Iy By: � — B : Y �� a y Authorized Signer Signature Anitml+ 'Sg g a Printed Name: Primal Name ' A >, C lisle ��-�i1/- k/ -Use. .IV- Title: Date' Facsimile Number: — Facsimile Number: MSTLSE IISGMA 0113 lliml°mod We Ricoh Logo are registered trademarks of Ricoh Company,Ltd. Page 4 of 4 08/28/2014 12:53 PM 15074097 U.S.COMMUNITIES EQUIPMENT SALE AND MAINTENANCE AGREEMENT (EQUIPMENT SALES,BREAK-FIX SERVICES WITH NO ON-SITE LABOR) CUSTOMER INFORMATION Legal Name I CRY OF ROSEMEAD Bill To Address J 8838 VALLEY BLVD City This Equipment Sale and Maintenance Agreement ("Maintenance Agreement") sets forth the terms pursuant to which Customer may acquire equipment, software, and/or hardware products and maintenance services identified on an Order (defined below) from Ricoh USA, Inc. ("Ricoh"). This Maintenance Agreement is executed pursuant to the contract by and between Ricoh Americas Corporation and Fairfax County(the"County") on behalf of the U.S. Communities Government Purchasing Alliance and all public agencies,non-profits and higher education entities("Participating Public Agencies"), having a Contract ID number of 4400003732 and the contract period is from February I I,2013 to June 30,2016, with the option to renew for no more than six(6)years(the"Contract Period"),one year at a time,or any combination thereof(the "Contract"). Notwithstanding the foregoing, any Maintenance Agreement and Order entered into during the Contract Period shall continue in full force and effect for the entire term set forth in the Order.To the extent that Customer purchases or leases Equipment from Company under the Contract and also desires for Company to provide maintenance services for such Equipment tinder the order (the "Order"), then the terms and conditions of this Maintenance Agreement shall apply. This Maintenance Agreement shall consist of the terms and conditions of the Contract and this Maintenance Agreement.As it pertains to this Maintenance Agreement,the order of precedence of the component parts of the Maintenance Agreement shall be as follows: (a) the terms and conditions of this Maintenance Agreement and (b) the terms and conditions of the Contract. The foregoing order of precedence shall govern the interpretation of this Maintenance Agreement in cases of conflict or inconsistency therein. I. MAINTENANCE SERVICES COVERAGE. Company shall provide to Customer maintenance services under an Order, during Company business hours, 8:00am to 5:00pm Monday through Friday excluding holidays ((i) New Year's Day; (ii) Memorial Day; (iii) 4th of July; (iv) Labor Day; (v) Thanksgiving; (vi) Day after Thanksgiving; and (vii) Christmas Day) ("Normal Business Hours"), as follows(collectively,the"Maintenance Services"): (a) During the term of the Order,Company will provide the Maintenance Services necessary to keep the covered Equipment in, or restore the covered Equipment to, good working order. Maintenance Services will include lubrication, cleaning, adjustments and replacement of maintenance parts deemed necessary by Company due to normal usage (other than consumable parts). In the event the Equipment becomes unserviceable as a result of normal usage, replacement parts will be furnished and installed on an exchange basis and will be new OEM; provided, however, if such OEM part is not available and in order to restore the functionality of the Equipment,Company shall be permitted to use a reconditioned or used part until such time as the new OEM part becomes available and is installed in the Equipment. All parts removed due to replacement will become the property of Company. The provision of Maintenance Services does not assure uninterrupted operation of the covered Equipment. (b) If available,Maintenance Services requested and performed outside Normal Business hours will be charged to Customer at applicable time and material rates set forth in the Contract. (c) The Maintenance Services provided by Company will not include the following: (i) Repairs resulting from misuse(including without limitation to improper voltage or the use of supplies that do not conform to manufacturer's specifications); (ii) Repairs made necessary by service performed by persons other than authorized Company representatives; (iii) Replacement of consumable parts which are consumed in normal Equipment operation, unless specifically included in the Order; (iv) Removable cassette, copy cabinet, exit trays, or any item not related to the mechanical or electrical operation of the Document Number: 81334 Version: 2 Equipment: (v)Unless otherwise agreed,consumable supplies such as toner, developer, paper, staples or supplies that are consumed in the normal operation of the Equipment; (vi) Repairs and/or service calls resulting from attachments or accessories not acquired from Company; (vii)Any Software,system support or related connectivity unless otherwise agreed in the Order; (viii) Electrical work external to the Equipment, including problems resulting from overloaded or improper circuits; (ix) Charges for installation of the Equipment or de-installation and/or movement of the Equipment from one location to another; or (x) Repair of damage or increase in service time caused by:accident,disaster(which shall include but not be limited to fire, flood, water, wind and lightning), transportation, neglect, power transients, abuse or misuse, failure of the Customer to follow Company's published operating instructions, and unauthorized modifications or repair of Equipment by persons other than authorized representatives of Company. (d) In the absence of a separate maintenance agreement for any software, if Company is engaged to provide software support under an Order, during Normal Business Hours, Company will provide advice by telephone, email or via the Company or developer's website following receipt of a request from Customer to diagnose faults in the software and advice to rectify such faults. Such support may be provided remotely. (e) Damage to the Equipment or its parts arising out of, or other causes beyond, the control of Company are not covered by an Order and may subject Customer to a surcharge or to cancellation of the Maintenance Services by Company. In addition, Company may tenninate an Order if the Equipment is modified, damaged, altered or serviced by personnel other than those employed by Company or are authorized by Company to provide service and maintenance for the Equipment. (f) Service necessitated as a result of inadequate key operator involvement,operator caused damage, lack of recommended service, or use of inadequate or incompatible supplies may result in service being rendered on a time-and-material basis in addition to the Maintenance Charges(as defined in Section 5). 2. MAINTENANCE SERVICE CALLS. Maintenance service calls under an Order will be made during Normal Business Hours at the installation address shown on the Order. Travel and labor-time for the service calls after Normal Business Hours, on weekends and on holidays, if and when available, will be charged at overtime rates in effect at the time the service call is made. Company representatives will not handle, disconnect or repair unauthorized attachments or components. Customer is responsible for disconnecting and re-connecting unauthorized attachments or components. Customer hereby indemnifies and holds Company and its employees and representatives harmless for claims for damages to any unauthorized parts, components or accessories resulting from service performed on Equipment covered by an Order. 3. RECONDITIONING. Rebuilding, reconditioning or major overhauls necessitated by usage not in accordance with manufacturer's published specifications, which shall be provided upon Customer's request, are not covered by an Order. In addition, if Company determines that a reconditioning is necessary as a result of normal wear and tear of materials and age factors caused by normal usage in order to keep the Equipment in working condition,Company will submit to Customer an estimate of the needed repairs and the cost for such repairs (which costs will he in addition to the charges payable under this Maintenance Agreement). if the Customer does not authorize such reconditioning, Company may, at its option: (a) discontinue service of the Equipment under an Order and refund any unused portion of the Maintenance Charges, or (b) refuse to renew an Order upon its expiration. After any such termination, Company will make service available on a"Time and Material Rate"basis at Company's then prevailing rates at the time of service. 4. TERM. Each Order shall become effective on the delivery and Customer acceptance of the Equipment and/or solution and shall continue for the term specified therein(the"Initial Term")so long as no ongoing default exists on Customer's part. At the expiration of the Initial Term or any renewal tenn, unless Customer provides written notice of its intention not to renew within thirty (30) days of the expiration of the Initial Tenn or any renewal term, the Order shall automatically renew on a month-to- month basis. In addition to any other rights or remedies which either party may have under this Maintenance Agreement or at law or equity, either party shall have the right to cancel the Services Document Number: 81334 Version: 2 provided under this Maintenance Agreement immediately: (i)if the other party fails to pay any fees or charges or any other payments required under this Maintenance Agreement when due and payable, and such failure continues for a period of thirty (30) [lays after being notified in writing of such failure; or (ii)if the other party fails to perform or observe any other material covenant or condition of this Maintenance Agreement,and such failure or breach shall continue an-remedied for a period of thirty(30) days after such party is notified in writing of such failure or breach. 5. MAINTENANCE CHARGES. (a) Maintenance service charges ("Maintenance Charges") will be payable by the Customer in accordance with the terms set forth in the Order. (b) Customer acknowledges and agrees that: (i) the transfer of the Equipment from the location indicated on the face hereof may result in an increase of Maintenance Charges or the termination of an Order; (ii) if an Order includes toner, toner usage is based on manufacturer supply consumption rates. Company will determine and deliver supplies in accordance with agreed upon usage. Consumption of covered supply products varying significantly from expected usage may result in additional charges for supplies, or as otherwise agreed to by the parties. Maintenance Charges are based on standard 8.5x11 and I Ix17 images. Company reserves the right to assess additional images charges for non-standard images. 6. USE OF COMPANY RECOMMENDED SUPPLIES. Company products are designed to give excellent performance with Company recommended supplies,including paper,developer,toner,and fuser oil. If the Customer uses other than Company recommended supplies,and if such supplies are defective or not acceptable for use with the Equipment and cause abnormally frequent service calls or service problems, then Company may, at its option, assess a surcharge or terminate an Order. If so terminated, Customer will be offered service on a time and materials basis at Company's then prevailing rates. 7. METER READINGS. As part of its Services, Company may, at its discretion and dependent upon device capabilities, provide remote meter reading and equipment monitoring services using a meter reading software solution. If a meter reading software solution is not selected by the Customer,Customer shall be responsible and agrees to provide Company true and accurate meter readings monthly and in any reasonable manner requested by Company. If accurate meter readings are not provided, Company reserves the right to estimate the meter readings from previous meter readings. 8. CUSTOMER OBLIGATIONS. Customer agrees to provide a proper place for the use of the Equipment, including electric service as specified by the manufacturer. Customer will provide adequate facilities (at no charge) for use by Company representatives in connection with the maintenance of the Equipment hereunder within a reasonable distance of the Equipment. Customer agrees to provide "360 degree" service access to the Equipment,subject to Customer's usual security procedures. Customer will provide a key operator for the Equipment and will make operators available for instruction in use and care of the Equipment. All supplies for use with the Equipment will be provided by the Customer and will meet manufacturer specifications. It is the responsibility of the Customer to have the supplies available "on site"for servicing. Customer agrees that any systems utilizing similar supplies must be covered under similar inclusive maintenance programs. If any software,system support or related connectivity services are included as part of the Order as determined by Company, Company shall provide any such services at Customer's location set forth in the Order as applicable, or on a remote basis. Customer shall provide Company with such access to Customer's facilities, networks and systems as may be reasonably necessary for Company to perform such services. 9. WARRANTY DISCLAIMER. OTHER THAN THE OBLIGATIONS SET FORTH EXPRESSLY TN THIS MAINTENANCE AGREEMENT,COMPANY DISCLAIMS ALL WARRANTIES,EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR USE, OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY SHALL NOT BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT N O AT ARISING UO T OF HE LIMITED QUIPMENT OR THE LOSS OF OF THE EQUIPMENT. COMPANY'S TOTAL AGGREGATE LIABILITY TO CUSTOMER UNDER THE MAINTENANCE Document Number: 81334 Version: 2 AGREEMENT, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL OF THE FEES PAIL) TO COMPANY IN CONNECTION WITH THE MAINTENANCE SERVICES. 10. SERVICE LEVELS. (a) Rinse Time. Company will provide a one hour(I)phone response to service calls measured from receipt of the Customer's call. Company service technicians will meet a four (4) business hour response time for all Customer service calls located within a major metropolitan area and eight (8) hour average response time for all Customer service calls located fifty (50)miles or greater from a Company service center.Response time is measured in aggregate for all Equipment covered by the Order. (b) Uptime. Company will service the Equipment provided under an Order to be operational with a quarterly uptime average of 95% (based on manufacturer's performance standards and an 8-hour day, during Normal Business Hours), excluding preventative and interim maintenance time. Downtime will begin at the time Customer places a service call to Company. Customer agrees to make the Equipment available to Company for scheduled preventative and interim maintenance. Customer further agrees to give Company advance notice of any critical and specific uptime needs Customer may have so that Company can schedule with Customer interim and preventative maintenance in advance of such needs. (c) Replacement of Equipment. Should a unit of Equipment or an accessory not be able to be maintained in conformance with manufacturer's specifications, Company shall, at its own expense, replace such Equipment with another unit of the same product designation as that Equipment and Company shall bear all installation, transportation, removal and rigging charges in connection with the installation of such replacement unit; provided, however that (a) the replacement unit may be a reconditioned or otherwise used unit rather than a new unit; and (b) if a replacement unit of the same product designation as the unit of Equipment it replaces is not available, the replacement unit may be a product of substantially similar or greater capabilities. 11. DATA MANAGEMENT SERVICES.The parties acknowledge and agree that Company shall have no obligation to remove, delete, preserve, maintain or otherwise safeguard any information, images or content retained by or resident in any Equipment serviced and maintained by Company, whether through a digital storage device,hard drive or other electronic medium("Data Management Services"). If desired, Customer may engage Company to perform Data Management Services at then-prevailing Contract rates. Customer acknowledges that Customer is responsible for ensuring its own compliance with legal requirements in connection with data retention and protection and that Company does not provide legal advice or represent that the Equipment and Services will guarantee compliance with such requirements. The selection,use and design of any Data Management Services,and any decisions arising with respect to the deletion or storage of data, as well as the loss of any data resulting therefrom, shall be the sole and exclusive responsibility of Customer. If desired, Customer may engage Company to perform the following Data Management Services, and the parties shall enter into a written work order setting the details of any such engagement: • Hard Drive Surrender Service. Under this option,a Company service technician can remove the hard drive from the applicable equipment(set forth on a work order)and provide Customer with custody of the hard drive before the equipment is removed from the Customer's location, moved to another department or any other disposition of the equipment. The cost for the Hard Drive Surrender Services shalt be as set forth in the Contract. • DataOverwriteSecurity System(DOSS). DOSS is a Ricoh product designed to overwrite the sector of the bard drive used for data processing to prevent recovery. Additionally, DOSS also offers the option of overwriting the entire hard drive up to nine(9)times. 12. PURCHASES OF EQUIPMENT FOR CASH. In the event that Customer desires to purchase equipment or products from Company from time to time, it may do so by issuing a Purchase Order/Sales Order to Company for that purpose. In connection with any equipment purchase from Company, Company shall transfer to Customer any equipment warranties made by the equipment manufacturer,to the extent transferable and without recourse. Customer agrees to confirm delivery and acceptance of all equipment purchased under this Agreement within ten(10)business days after any equipment is delivered Document Number: 81334 Version: 2 and installed (if installation has been agreed to by the parties) by signing a delivery and acceptance certificate (in a form to be provided by Company) or written delivery acknowledgement. Company reserves the right to make equipment deliveries in installments. All claims for damaged equipment shall be deemed waived unless made in writing, delivered to Company within ten (10) business days after delivery of equipment to Customer; provided, however, Company shall not be responsible for damage to equipment caused by the Customer, its employees, agents or contractors. Except to the extent of any applicable and validated exemption, Customer agrees to pay any applicable taxes that are levied on or payable as a result of the use, sale, possession or ownership of the equipment purchased hereunder, other than income taxes of Company. 13. MISCELLANEOUS. This Maintenance Agreement shall be governed by the laws of the State where the Customer's principal place of business or residence is located both as to interpretation and performance, without regard to its choice of law requirements. This Maintenance Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original. In order to expedite the ordering and delivery process, and for the convenience of the Customer, this Maintenance Agreement establishes the terms and conditions between the parties governing all services. Any documents issued by Customer to procure services at any time for any reason, even if they do not expressly reference or incorporate this Maintenance Agreement, will not modify or affect this Maintenance Agreement notwithstanding the inclusion of any additional or different terms or conditions in any such ordering document and shall serve only the purpose of identifying the services ordered and shall be subject to the terms and conditions of this Maintenance Agreement. IN WITNESS WHEREOF, the parties have executed this Maintenance Agreement as of the date first written above. CUSTOMER /I /3 COMPANY By, ��a f By: Name: _ rig P / Name: Title: 34 /1/ Z/ 'K Title: Date: Date: Document Number: 81334 Version: 2 R1COH ORDER AGREEMENT Sale Type:LEASE Master Maintenance and Sale Agreement Date: I NEW Sale Type: LEASE BILL TO INFORMATION Customer Legal Name:CITY OF ROSEMEAD Address Line 1: 8838 VALLEY BLVD Contact: Hawkesworth,Malthew Address Line 2: Phone: 6265592107 City: ROSEMEAD E-mail: mhawkeswodh©dlyofrosemeadorg ST I Zip: CA/91770 I County: LOS ANGELES Fax: _ ADDITIONAL ORDER INFORMATION Check All That Apply: El Sales Tax Exempt(Attach Valid Exemption Certificate) m Feed Service Charge 0 Add to Existing Service Contract it ❑PO Included PO# M PS Service(Subject to and governed by separate Statement of Work) El Syndication ❑IT Service(Subject to and governed by separate Statement of Work) This Is an Order made pursuant to the terms and conditions of the above referenced Master Agreement(s)between Customer and Ricoh USA.Inc The signature below indicates that the customer accepts all terms and conditions of the applicable Master Agreement(s)for this sale.including but not limited to the terms set forth In the Master Agreement(s)and any Exhibit Athereto,all of which are incorporated herein by reference and made part of this Order. TMs Order Is not valid union and until signed by and Authorized Signatory of Ricoh USA.Inc. SERVICE INFORMATION Service Tenn(Months) Base Billing Frequency Overage Billing Frequency 60 Months MONTHLY MONTHLY SHIP TO INFORMATION Customer Name:CITY OF ROSEMEAD Address Line 1: 6638 VALLEY BLVD Contact: Hawkeswodh,Malmew Address Line 2: Phone: 6265592107 City'- ROSEMEAD E-mail: mhawkesworth @dtyoRdesmead.org ST I Zip: CA/91770 I County: LOS ANGELES Fax: PRODUCT INFORMATION Sn) Color Service Base Product Description Qty Service Allowance BAV OVO Allowance Color OVp freers Barg rme9.+m') Type rm,w.vr r win RICOH MPC4503 1 Gold 0 80.0080 0 $00480 RICOH MPC4503 1 Gold 0 50.0080 0 $00480 RICOH MPC6003 1 Gold 0 $0.0080 0 $0.0480 RICOH C5110$ 1 Gold 0 $0.0080 0 50.0430 ■III!R RERR II III 8/28/2014 io014 Version N 1.1 Page A 1 15074091 R1COH BASIC CONNECTIVITY I PS I IT SERVICES INFORMATION BASIC CONNECTIVITY I PS I IT Services Deecrlpdon Quantity PPSE TRAINING-PRO5100110WIE22B FIERY 1 RICOH REMOTE COMM GATE TYPE A-1 1 [OATS INSTALLATION RICOH ATREMOTE APPLIANCE PER DEVICE NETWORK&SCAN CONNECT-SEG BC3 1 NETWORK&SCAN-SEG BG NETWORK B SCAN-SEG BG NETWORK&SCAN CONNECT-5E04 1 - ORDER TOTALS Service Type Offerings: Product Total: Gold:Includes all supplies and staples. BASIC CONNECTIVITY I PS I IT Excludes paper. Services: Silver:Includes all supplies.Excludes paper and Buyout: staples_ Bronze:Parts and labor oNy.Excludes paper, Grand Total: Excludes Tax) staples and supplies. _ Additional Provisions: — -Per US Communities Contract 4400003732 Accepted by Customer Accepted:Ricoh USA,Inc. Authorized Signature:_Ara Authorized Signature: - Printed Name:P SL!/7lnn�� ri� Printed Name': Tille: 1/m�/ ��/yIW✓ Title: Dale. Cl 8P/ - Date: r, P911 1'NE :laIIIII Version a 3 VIIII 15074097 ersio n 1.1 Page it RICOH EQUIPMENT REMOVAL/BUYOUT AUTHORIZATION Customer Name: CITY OF ROSEMEAD Contact Name: Hawkesworth,Matthew Phone: 8265592107 Address: 8838 VALLEY BLVD City: ROSEMEAD State: kA e` I Zip: 91 Fax/Email: mhawkesworth @cityoirosemead org Mak 770 Model' $erjal Number Ricoh MPC7501 V7711100022 Ricoh 1357E% V5210800020 Customer Name: CITY OF ROSEMEAD _. Contact Name: Hawkesworih,Matthew Phone: 6265592107 Address: 8301 GARVEY City: ROSEMEAD State: CA Zip: �AVE.1770 Fax/Email: mhawkesworth©dtyofrosemead.org Make Model : - Seria[Number MP6500 L8175800136 This Authorization applies to the equipment identified above and to the following Removal/Buy Out Option This Authorization will confirm that Customer desires to engage Ricoh USA, Inc. ("Ricoh") to pick-up and remove certain items 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 written or electronic removal requests(whether such equipment Is identified In this Authodzatwn,in a purchase order, in a letter or other written form)to Ricoh from time to time for such purpose. Such removal request will set forth the location,make, model and serial number of the equipment to be removed by Ricoh. By signing below,you confirm that,with respect to every removal request issued by Customer(1)Ricoh may rely on the request,and(2)the request shall be governed by this Authorization. Notwithstanding the foregoing, the parties acknowledge and agree that Ricoh shall have no obligation to remove,delete, preserve,maintain or otherwise safeguard any information,images or content retained by,in or on any item of equipment serviced by Ricoh,whether through a digital storage device,hard drive or similar electronic medium ('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 requirements pertaining to data retention and protection, (1) it is the Customer's sole responsibility to obtln advice of competent legal counsel as to the identification and interpretation of any relevant laws and regulatory requirements 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 represent or warrant that Its services or products will guarantee or ensure compliance with any law,regulation or requirement,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,shall be the sole responsibility of Customer,and Customer shall indemnify and hold harmless Ricoh and its subsidiaries,directors,officers,employees and agents from and against any and all costs, expenses, liabilities, clams, damages, losses, judgments or fees (including reasonable attorneys' lees) (collectively, "Losses') arising therefrom or related Thereto, ®Equipment Removal (Owned by Customer). In addition to the terms and conditions sat forth above,the following terms and conditions shall apply for Customer-owned equipment removals: Customer confirms that(1)Customer has good,valid and marketable title to sued equipment and has satisfied all payment and other obligations relating to such equipment which may be owing to any third party under applicable lease, financing, sale or other agreements, (2) Customer has obtained any and all necessary consents and approvals required to authorize Ricoh to remove such Items of equipment and to take title thereto,and(3)by this Authorization, Customer hereby transfers good and valuable Hee and ownership to Ricoh to the equipment,free and Gear of any and all liens and encumbrances of any nature whatsoever and Customer will cause to be done,executed and delivered all such further instruments of conveyance as may be reasonably requested for the vesting of good title in Ricoh. 63109v3 Page#1 NM YIfl iRR15i1G61E 1la11111 teEquipment 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 under obligations ease of Ricoh agreement,which shall remove the Identified equipment. Ricoh does not assume any obligation, payment or otherwise, any 9 Customers sole responsibility. As a material condition to the performance by Ricoh. Customer hereby releases Ricoh from, and shall indemnify, defend and hold Ricoh harmless fran and against, any and all dams. liabilities, costs, expenses and fees arising from or relating to any breach of Customers representations or obligations In this Authorization or of any obligation owing by Customer under its lease agreement. CUSTOMER RICOH LISA,INC. e/ By: /VI, .1 / By: Name /j C-s i p ' Name (1 Title _ ) 'ta f' V _ Title _. Date ` C,/////y Date 63109v3 Page#2 llllllllM NF NSEN'YIR,Ilit U.S. Communities Product Schedule Productsthedule Number._ Master Lease Agreement Number: This U.S.Communities Product Schedule(this"Schedule")is between Ricoh USA,Inc("Company", we"or"us")and CITY OF ROSEMEAD,as customer or lessee ('Customer"or"you"). This Schedule constitutes a"Schedule.""Product Schedule;'or"Order Agreement,'as applicable,wider the U.S.Communities Master Leese Agreement (together with any amendments, attachments and addenda thereto, the "Lease Agreement") identified above, between you and All terms and conditions of the Lease Agreement are incorporated into this Schedule and made a pan hereof If use arc not the lessor tinder the Lease Agreement,then,solely for purposes of this Schedule,we shall be deemed to be the lesser under the Lease Agreement. It is the intent of the parties that this Schedule be separately enforceable as a complete and independent agreement,independent of all other Schedules to the Lease Agreement. CUSTOMER INFORMATION err(OF ROSEMEAD Matthew Iiawkesworth Customer(Bill To) Billing Contact Name 8838 VALLEY BLVD 8838 VALLEY BLVD Product Location Address Billing Address(rd(fl nnifrom tmviou oMwsl ROSEMEAD CA 91770 ROSEMEAD CA 91770 City County State Zip City County State Zip Billing Contact Telephone Number Billing Contact Facsimile Number Billing Contact E-Mail Address 6265592107 6263079215 rnhawkcswortb@cityofrosemead.org PRODUCT/EQUIPMENT DESCRIPTION("Product") Qty Product Description: Make&Model Qty Product Description: Make&Model I RICOIiMPC4503 _ -I RICOH MPC4503 - I RICOH MPC6003 -I RICOH C5110S 1 RICOH REMOTE COMM GATE.TYPE A-I PAYMENT SCHEDULE Minimum Term Minimum Payment Minimum Payment Billing Frequency Advance Payment (months) irhom Ta. 0 Monthly 0 to Payment 60 I2,084.13 0 Quarterly 0 1'&Last Payment 0 Other: 0 Other: NONE Sales Tax Exempt: D YES(Attach Exemption Certificate) Customer Billing Reference Number(PO.h,etc.) Addendum(s)attached: 0 YES (check if yes and indicate total mumbo of pages: J TERMS AND CONDITIONS I. The first Payment will be due on the Effective Date.If the Lease Agreement uses the terms"Lease Payment"and"Commencement Date rather than"Payment" and"Effective Date,'then,for purposes of this Schedule,the tam"Payment"shall have the sane meaning as"Lease Payment,'and the tern"Effective Date" shall have the sane meaning as"Commencement Dan." 2. You, the undersigned Customer, have applied to us to rent the above-described Product for lawful commercial (non-consumer) purposes, THIS IS AN UNCONDI I'IONAI.,NON-CANCELABLE AGREEMENT FOR THE MINIMUM TERM INDICATED ABOVE,except as otherwise expressly provided in any provision of the Lease Agreement.If we accept this Schedule,you agree to rent the above Product from us,and we agree to rent such Product to you,on all the teens hereof, including the tens and conditions of the (ease Agreement. THIS WILL ACKNOWLEDGE TWAT YOU HAVE READ AND UNDERSTAND THIS SCHEDULE AND THE LEASE AGREEMENT AND HAVE RECEIVED A COPY OF THIS SCHEDULE AND THE LEASE AGREEMENT. 3. Additional Provisions(if any)arc:Upon execution of this Agreement by bah parties,contract X603-0057468 (the"Prior Agreement')will he erminated and you shall have no further obligation to RICOH USA INC under the tams of the Prior Agreement upon such termination,except o the extent any payment or other amount is due and owing to RICOH USA INC prior to the date of such termination. TIIE PERSO : F J.CHEI/LE ON BEHALF OF THE CUSTOMER REPRESENTS THAT HE/SHE HAS TIIE AUTIIORITY'T(3 DO SO. CUSTOM;roil, Accepted by: By. X �..rudAsd By: Nrtbo/mASjgr ales�,rprypl �j AnlhwircASignoBigrmnrre Printed Name. (Ir r PYI/F'1 Printed Name: 'fide: F/.4c1 i l_Ii Date: Title: _ Date: Document Number: 81335 Orr Version: 2 RICOH U.S. Communities Master Lease Agreement INFORMAIJON Number Ricoh USA, lac. 70 Valley Sham Parkway MBlvanh,PA 19355 Full lapel Name CIiYOfae$FMFAo Arb Para VAILFY loll' CiIY s1,¢ Lip CpXncl Telhau.14 W, mutua Crn CA 91]ID Mvllrr.—veawrm 6)6559311, rednal La N Swnber Iwiinilc kmnaer k-meil Adders arww.,.wm�pniharto.rya .ors ILis U.S. Calnmmulilies Master Lose Agreement ( "Lat a Agreement ") has been written in clear, easy to understand Hnglish. W hen we use the Words "you ", "your" or "Customer" in this Le Agreement, W, mean you, our cpmidow, , as indicated aMve. When sac uu the Words "ace", "us" or "our' in this Lease Agrcemanq we mean Riwlh USA, low. ( "Rimli') or, if We asm, this Lease Agrwaeat or mry Selhednfs canceuted in recordanco with this lease Agreemenl, pursuant to Samoan U belay, the Assigned (as defined below). Oar corpmxte office is located at 70 Valley Stream Parkway, Malvern, Pennsykanis 19355. A�ewh imit This Leave Agreement is mosmad pammit to the wntmct by cod bcu can Ricoh Americas Corporation and Forf x County (the 'Vi only) On tchadf of the U S. Communities Conventions Purcbadng Alliance and all public ageodua noingotia yd bdw, ediamme cables fftbeipatiog Pohl. Agernid'), having a Counsel ID number of 4400003733 and he contract period is (rain February 11, 2013 to lone 30.201 6, with the option to Iwnav for w more than six (h) years the "Conmxl Period "), aw year at a lime, or any counbiration fuerwf (the "Crum} NutwitivwMing the frregaing wY debenture entered Into during the COntmd Peried shall ewtiauc in full( c and effect for the entire tease lens eel path in he Selaxiale We agree to leas or real, as s,a,fLd in mry equipmwl schedule exac.d by you aM us mal incorporating 111, units of this Leal Agee ant by Lawrence (a'5chedule"I, to you and your agree to [am or ran, as applicable, from us, sun t to the farms of Zhu I "° " Agreement awl such Schedule, the pre ,wwI and intangible property devenbad in such Schedule be personal and imangible property described w a Schedule ho aller with all Showroo ms, repbcrnmncs, pang, mustau ers, addinow, rcpow, and a aideari s in carnated in or affect to [he property mid Pry license or subscription rights aancimed with the properly) will be collectively referred to as "ProdueL" The ensweamer of the tangible Product shall be referred m as the "Menufaemi' I the eswuhe product ilwkwas inwngible property or..,.ad wry em, such as periodic w1wa a ficanse, sun prepaid data Imo st bacription rights, such intangible progeny shall be therred to as the " Softwae" Sel eduk• Nliver, and Alwilt c . This hose Alxmml shall consist of the terms and conditions of the Contract and this Idaw Agreement and any Schedule ,sued pursuant Ilema. As 11 pertains to his Imam Awnxnseot, the order of prescri of the congruent Isuna of Ibe Leave Agament. dull be as follow: (a) the terms and coodaioru of this lase Agreement wtl Sc issued par amt flusa .and (b) the teems and mMitiona of the Cornet The fogoing order of precedence Shall govern the interpretation of this fame Agrees ent in sma of cannot or ancesciacney f arem Fact Schedule line anow,swms this lease Agreement shall be gavemad by he terms and ondoLaos of fin Lean Agreemen and I. Conwa, -well as by he terms end condawns sd will in ILL individual Schedule till Schedule Stan constitute a coupons agreement Sryame arM rates, fimn She Ime Agreement aM any rarer Schedule In U. t of a sandier benwen the tams of fit Lase Agreuned and any Schedule. Ibe lams a(andh Schedule shall govern and co 1, but only with respect to Ibe Promo subject m such Schedule The emhimion orlbis leave Agreement will not affect any Schedule executed prior to the selective date attach lenninatinn. When yso rt n va the Product and it it iusaIIN, you agree fo inapeG it to demrame it is in g ood workin Omen. Scheduled payout" (act tp=ieed in he applicable Schedule) will begin an an after to Produd arse w date ("effective Date'). You agree to sign and naam to nS aAaivery a acceptance eehificafe (W insir lnay bz dram d ehisteally) with five (5) business days after any Ireland is inahlled awfnnine that this Product has been delivered , inmelkd, uW is Lo good coubfiw and dttpted fm all rodeos .,We, the leas Agree vah '_e J9:.t Pula. (a) the Orst schomad Pgnenl but specified in the applicable Schedule) (°payment ") will be des oft he elRdwe Data or well later data as ow hsay designate. The remaining Payaernf will be due m fie sane day Of euh subsequent month, unless otherwise specified on the applicable Schedule. In the extent rug pmbdbited by appliable law, if any Payment or odor aunt payable uMer mry Schedule k wf received within an (10) days of its due dam, you will [my to oe, in addition to Iba Payment, a mellow law: charge of 5% of Oe random payment (but a, oo event g¢aler Ihm the r m mum nmnt mI.uWd by applicable Ierv). To the exam 0. prohibited by a ,ficable Iona, you .,,as m pay $2500 far wch des k warned for msuRCiant funds err far any her ream. (h) In he evae for Customer woninmes the Maintmnrce Agreemen (a haeumMr defined) bchWOen Customer and the Serviecr rebound to the Product provided Isaeutder due as a material breech by Servixn of its CC obligations which remained uneuted far thirty(30)days follaving whown aware of brtach (in the annular exprmly Ivmiited by and in awatdyce with such Mai... Agennerej Cutome, shall have the ,hour of kmhinW ing the pahimlm Prial under a Schedule to this Isaw Agronomist on which such service failure regret upon Ibhry (30) days prim wallon not ea to Ricoh. In the event of Such nomination, Cos tamer shall fay all fees caw dogs incurred Iluaugh the termination data of the applicable Product, mending any Me fee shown (to the extant sues late fee charges may be clmrged purwam to Section 3(n) rails lease Agreement). (e) A Schedule may be mrommed is Msk or is part by the Cummnu in xaosdance with Nis Secown 3(c) wleneva fie Ci sso is, Sill daeuhi.Le that ouch is w minion is in llm M51 idmwl of the CRlamer. Any such tarminnim shall be effected by delivery to Ricoh, at least fully (30) wanking days prior to the apoetwe date ofawh wmtination dale, ore notice of termiafwn specifying the Sahara to which performnce Shall be Informed, In the event attach warmoshan, Common on agrees b mourn be Product to eta an toe man= required under Section 14 of his Lwae Agreemenl and by pey m as his eompwsalan for loss of our bargain and co in a penalty), with aspxt 1. sob tumefied Produn favored Sialwarn yid my Sofwmre Lixaes, al amount Which shall M equal to the mnhly Payment for such Product. Counsel Software see to Softwae beside, a applicable, time (e number of months reheating in the tam of Loch Schedule Our any -wont of such Schedule) aMles any financing agwment Wroth rapxl to the Chanced Sofware it&. SoCwam Liana. plus any lower shmmon thou due and p,able under his Leave Agreement, Schedule andlor follow., agaemnh wih instant m wch Product, Software arwnr Snhanre Licence, fdudir wt ism 1 had m, an kne, vaymharms a nmineanns payments. Rimed shall supply the Custom with he actual nwhba of Payments remaining and the mull anionat due, and he Carona shall be rdheved of all Lamed! nnoums fir odnalled profit on antidote W services under coy Mairammusa Agreement (including coy amount inel Wed in he monthly Paymmhl that is attributable to nminlewnce, suppliM or any other w.rviee cast). (d) You also agree had, e- c,1 (a) as sal forth in Section I below entitled 'Stain and LOCid Orve wf Pmvisias",(b) for dmnmented cosy ofn... parfomanw a ml ILL in &ai. ?(b) and (c) or Ile bat sormat of the Catarina as set full in Smtimn bit), THIS IS AN UNCONDITIONAL, MSTI.SE USC -MA 03.13 Ricoh ° andrhe Want, Logo meregisead lmdemarksofRicoh Cmnpdhy,).td. Page Iii 08/28/2014 12:53 PM 15074097 NON - CANCELABLE ACIREEMENI FOR 'LEE MINIMUM TERM INDICATED ON ANY SCHEDULE TO THIS LEASE AC,REEMEN'I'. All Paymmtc to US we "net" mud m cmditirual and arc cad subject to ml OR, demon, mil p in r w reduction for any roasm. You agree Ihaf you will , cli ere aste I t o us US i I[tic Dunn of mvpany checks (on Wmmal eba ,r th case climate c of Irk ProWi e dw Lora only direct debit or Lor only. Ynu also egret Il [Nt W zacoshnoelmesh ma ny Sch sare cad forma remit e n s fashin loam t o . l w any Schedule aW r fin xo u will nut remit au[h (arms of mo n d od to m Payment in any ether you may dela or t al rdurnd la you. PudMrmort, only you or your euhaird .gem as rmprovd by uz will arose hwymmB w sea. Roduc Loca'on Use and ge a i . You will keep and use the PrWUU only m tM Product Location Shawl in the applicable Schedule. You will and move the Product from to location eacrled in IM applicable Schedule in make any allwalims, addilium or usplacmnaa to tiw PSW UU without our prior w aten sent, Much consent will net be unmmminh wilhMld. At your a— cost and cep<nm, you will ktep the Product eligible for any Mmiol'acturm S anif ad {m v to comobs mm, and in compliance moll MAniaic laws and in poW condition, carry[ fir ordinary mem and tear. You shall regal encode, its xuthommides or a031iates, or at independent mind party (tine "Shimmer") r0 provide maintcneuc and support wroca, pU.. to . mpaate agrremaf for inch pugmw flohmnlonawo Agrtcmonl "y You ney make dcounna udditiws u aplxeenwme (colleclisvly, "Additions') mid add SoNvwx to the Lochner pravidW that reach Additions and Smusam der not impair the value or originally intended (medal or Purpnsc of the Product and is nod subject to any Ina or securiy ommn in favor of ary other any; pmvidul, futheq that you remove such Additions and Software at your mm and and s al hM expiation or Icrminalian of the ml, iesble Schedule. All Additions end SURsw..0 which are not r,rovial at the expire ion err temrinalion of tire applicable Shen la will become pan of the Product and our property at as curl w expertise to us. We may imWa the Product upon propim notice to IIS customer at any reasonable time during normal working hams. 'faxes and Fees I'o flue extent not probibitd by etph ndhic law end Unless uM IS the rwris you am exempt and provide evndid excmdiwl renificaa to ass, in Wdirimn to the yams under this Ineam Agreement, you agree to Italy all UL (deer that Prefatory taxes), nexaments, far aW chaaas ytvmnmmtally imposed upon Our purchase, mvnenhip, Innenum, leasing, renting, opaalms, canbol u nee of ohs prWUct. I[ sat are sdluired t pay up(rwn Iola or sex tax and yon nap to Pay Loch has over the mien of me Ira.. aM not as a may aunt at lease inception, then you agree to pay m a sain'ru Adinininralime Fa" ulual W 35% of the howl tax due per year, on be inglodW as Use ache Payment A valid men aod use tax erempliw certificate in= be provided to m villain nhaty, (W) days oftbc Rings invoice to ruxive, a creditlwiver ofnme mx. W.I.r llAr. We dmmfa to gran. wilFam murmur, fa slue scum of ash Schodule, Or, within ramie mode by she Manufacture or Sird woe Supplier Fro defined in Be.,. 10 of Lois Lease AlyemmrH atom taut to rbe Pradul, lased Or rented pmsuaw to such SchidWC. YOU ACKNOWLEDGE THAT YOU HAVE SELECTED THE PRODUCT BASED ON YOUR OWN JUDGMENT AND YOU IMREBY AFFIRMATIVELY DISCLAIM RELIANCE. ON ANY ORAL REPIIFSHNI'AHON CONCERNING 'I Hk PRODUCT MADE 10 YOU UmSeveq if you caller, into a Mixon. AmRwwl with Scrvicer -Ili meted to any Poduct, no preorma n, clause on paagmph trial Leese Agreement .sloop mm, memIles. ditniniat, or waive lire righu, «mdics or WRISE, Iho you may It.- againn Sensors ceder much Martin., Agree der. WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, NCLUUNG, BUT NOT LIMITED TO, ITS IMPLIED WARRANT'ILS OF MERCHANTABILITY OR %TNpsS FOR A am ffrCUlARPURPOSE.TM t list WU ee,express uimplied,cede to ya a he oundn s, i - a thny) nacre by s Agreement, execu ated by Seor e b m you m any discounts, anll. Wilimit oc i l l,, Ae you, xYOU AGREE lT HSTAN lulen wm Ire M mumclmer at S IN crvicer ad you YOU RAGREE NO] RFSPONDR, AND YOU TO FILE CONTRARY, AN Y WE ARE U S FOR, ANY FOR, CONSEQOUWIAKEANCCES 115 FOR, ANY IIENF IAL, SPECIAL, OR INUIIiEC I DAMA ' GES. Loss or Dnmare You are responsible for my Rd of, drnructim of or damage to the Product (collectively, °IURI from any cause at 311, whether or rot inset cd, ft.„ INS little of Product aaepdna by yon mit o it is delivered Ina n ro Od e of the..I Of phi S[hWuk. YOU arc mquimd m make ell Pamwls Stan iralcm is e Lon You Iran notify sea fin wilding bas Ilemmay of any Lon, 'Ilwn,)'ou SMIIIS msilmodlc to enter (Q repair me Product m [list it IS in gaud coodiliml and working order, eligible for any Manufacturer's aartificwioo, LIE) pay us hire aromatic specilled in Section 12 helm, or N) 11.1 IM Produce with equipment of lik<age and cryanry. 8. Lam inch mid Nsma w You ag ee to nuirmin Unworn, through self-insurance Or olheovmce to cover the Product fat all types of lots, including without harroimn, mole, in an ainmal cad less Ihdt the full rydacenlml value and you will oune us me an additional insured old Ion 1110 on yam insummic policy. In edi iliw, you agree te mainnin mrnpreSmaive public liability insuraxg Mnich, mom our Ieques( shall be in an anouN inewdo le to us will shall name as as ai additional insured. Seth insurance will provide Ideal won will W given drity (30) days advance wisice of any OwSwIalian. Upon our request, yet store to i mvide us with evidcncc of such inaumna in a Poor anlanshly satisfactory to as. Ryon Ed t mainnin Inch insurance Or Us p,.Ide Ica widt almalu , of moll ipormar a, Ow may (but IS not obligmat lo) again Leman,. in such antowus and Winn such risks as Ise dcem ..III, to prueel our int<aat in the Product S rich ce obtained by us will cad insum you ageiml Sty claim, liability or Iran mined to your imeesl in the PASSE. and may he cmncelhed by us at any lime. Yen agree to pay as an additional .moan, each month to minimal us we the iiisuonce premium ad an ashoossma ss, fee, an which we or our allilmlu may < t a pmfii. m tfte eveln of loos of inmate m tiw Product, you aye. to remain spoumle for the Payntmt abldgatlou under this team Agreement until the Payment alfbighma the fully satisfied. 9. Title : Recording We art Ibe mwmr of end will hold the Ica lie PAUduq (except fat any Sotlwes). You will keep the Product tea of all liens and encumbranns. Except us mAxtd a awry Sdwdule, you agree bout Ibis Lease Ayeet sea is u u'm Inca. Horsemen, if any Schedule is deemed to Le intended for security, you hussy, g.On to us et purchase money meu d, interest It Ibe Not., covered by the applicable SShodule ( inluding any oglaceetenn, auUmitdioin additions, amulauents and proceeds) AS security forme payment ofTM amurrin under each SeMVlule. You au iorim Iv to file a copy of this Leant Agramon and/or any Scltdule as a finmcing sdddo<nl, and you alSrte to pmmply exaulc and deliver by as ary financing sWcmcnts mvmom (lie Product Had we may removably tewim; Provided, Iwswvea mat you hereby sutorix US to file any Such finmcing Smwa vishah your amhemicdion In Ilse adds permined by appicimlc law. 10. Snguae or InnnaiMes To the extent that the Praducl includes Sollwae, you understood and aWce Ilan me Laws am right, title or interest in the Sefivere, and you will comply throughout the hum of this Icase Agoveronl with mm licmw atd/ar other agreement ('•Soflawm Liansd•) email into with the Supplier orthe Smossm ('Soawre Supplier'•). You sea %sponsibla fur entering ids any Soflnaa License with the S.ft. Supplier as later than m< primitive Dolt, U0wdvL howereq if you do IKK mtu info the Somwre liana, then w rosy choose net In muse suet, Snftwnu to you Iader this lean Agreement. I I. Default Each of the fallowing is a • Dekult•• "Or Lois Lase ApJamem and all Schedules: (a) you fail to ay any Paymert or any other anmunt within thirty (30) days of ion due date, Ud any repra<ntadion a warrant, made Iry you in this Lam Ageeement is false Or inarmcl and/or yar do not perform mry of your other Obligation muter mire lease Agmnnmf or any Sdwdule and/or coder my omen agreement with its or who any of ter of ibutn aid this failure continues W thirty (30) days e0cr we haw nlnificl )mu Ufa. (a) a pctitian is filed by or against you Or any yamnwr under any burnomtey a insolvency law m n tuna, metals r or liquidator is apPmned he you, any guarator or ay substantial part ol'your owls, (d) you a any guaa.... nwkn an sssigramnl for the benefit of cr<ditas, (c) any gusrenla dies, strips doing business to a going concern or transfers all or Substantially all of such gnaanmYa meets, our (fl W. atop doing him nets as a gang cancan or transfer Ill a Substantially all of your asset, 12. Rcroad ev . If a Default nceuo, OR mry do one or more of the following: (Q we may canal or temdnate this lease Agreement map /or my or all SchMulm, (b) wa may rolo a y ou to it tmdlamly troy to u nmpenution for Ion of our bargain mid net n a penalty, a will equal to: (i) alt rest due Paymmm and all other ennui n s Then due end ayable uMet this lane Agreement or any Schedule, and (ii) Ibe present value ofall uined Payments for the remainder nfit,. lean of not Schedule Plua now Foment vela of cam anticipated value of IM Product at the and of the initial learn of any Schedue (a any mtwwwl of such Schedule), each diaconoled d a mw a tr d to 3% per ynr to me dole of default. Sod sat may chafe you indicant 1 all arnounrs due us mono the date ofdefaull until paid at the I ate of 1 5 % pa month, but in no evens more than tc maximum Fade mrimuld by applicable law. We agree la apply the nn, proceeds UR s,OIficd below in Lois Secion) of any stations.. ethic Prodat to the amount mat rose own us, (a) was may squire you to deliver the Product to us IS not form in Section 14; (d) t the talent caw prohibited by applicable is% eve or oar representative may pacefidly repusns me Product wtlnllO L a court order (it acing agreed pool we will provide you with molten notice of Default prior to initiating recovery of the Product and MSTLSE IISC -MA 03.13 Ricoh mod tire l UML Loco ae.,isdered dnadwo.k i of Ricoh (bmpmiy, Ltd. ?,12.14 0828/2014 12 :53 PM 15074097 will aldeavnr to moan ]mi telephonically to samil le a wal time to val cI IM Product), (a) ff muY ex mY rnJ m odso nifulus o amdiea leble to r lender, xcrsd parry on havial under the llnifnrin Commercial Cade FI CC'), nol Wing, wither, linlithim, thou eat tomb in Aculle 2A of in UCC, and al can or in cquiry', (O we may immdiaely common your nigh to use du Saftwtoe including the disabling (on -sire or by manse wnllnunimtion) of my Software; (g) we may logw od (be immeadiatertlmn end chain pwhesim. Of the Software and mlicence tin SOEmm at a public Or private sale'. ILL an may crow the Anginal Supplier m Whose ht, the Software License suppan slid &her verawtv under tire Saftware Liao, amber (it at our Option, we may self, re lase or wherwise creams mda Product alder such Imo and conditions as may be.",.We In min am discretion Ran lake forwasumn of the Product (a any Sallfvau, if applicable), we mug x11 or &nowise dlapne *fit will or witlmm onica, at a public or private distinction, and 1. Of the net in ceede (m. an Ill deducted all cna, iw1 Wing reamreble.,.all i fees),. Ne aamume Nat You mw us. You agree ,I.,, if .'let of mile is required by law to be given, Ian (10) days notice All cantitme reamnnble rMia. If spplimal you will remain raspansible for my ddieiency the, w due agcr \w have efgl id my such net proceeds. To tire extent promised by applicable law, in the even can scrim is brought to enforce or interpret this Lease Agreement, tine picvniling tarry Am be toluiled to reimbursement of all costs imlWing but not lunched ,n, normal m on.y liar and court moats rumored 13. Owi of Pod YOU HAVE NO RIGHT TO SELL, TRANSFER, ENCUMBER, SUBLEI OR ASSIGN 'I'HE PRODUCT' OR TI [IS LEASE AGREEMENT OR ANY SCHEDULE WITHOUT OUR PRIOR WRITTEN CONSENT (Okich caxxnl 11.11 am M unreasonably withheld). You age¢ Thu, we may u0 or assign all or a patios of our coaches, F no t war obligation, in the Product eWber this I... Agrcen a l or my Schedule without notice 10 gnu even if leas than all du Payments have been mc,n Iw die even the remit to address fir N,elmts is changed during the mrm of this Lease Agreement or ary Schedule, Nan Limit or the Acsigac will provide .tree to Yen . In her event the emigwe (the "Assigner) will have mall Rights n on maigr, A tlwm Ill none of our nNigstions (\w will Imp 0mu Obligations) and the rights of tin Aangnee will not be subjal to any claims, defill m set offs Hal you may I'-- agates see. NO aniglmml In an All all mlease Ricoh Ion any wilbelion Real may have to your reminder. The h .ateeow Agreement you have enured who with a Sichrom will mmm11 in Poll force and Ill will, Sammer and will rot he effected by any wash .,,.ml You adnowldge that Ne Aasilme did non mamfacture an daiglt IM Proud and that you Lave smected tin Ma.Bdurap gamma r and lire from. baud on your own judgmms. 14. Renews Remn y r, g he UNLESS EITHER PAR Y NOT'IF'IES THE OTHER IN Will 'I'[NO A'] LEAST THIRTY (30) DAYS, BUT NOT MORE THAN ONE HUNDRED TWENTY (110) DAYS, PRIOR 10 'THE EXPIRATION OF TIIE MINIMUM TERM OR EXTENSION OF SUCH SCHEDULE, AFTER THE MINIMUM 'PERM OR ANY EXTENSION OF ANY SCHEDULE, TO THIS LEASE AGREEMENT, SUCH SCHEDULE WILL AUJOMA'I'ICALLY RENEW ON A MONTIETOhMONTII BASIS, TIME PROVIDED, HOWEVER, THAT AT ANY ME DURING ANY MONTH -TO- MON'IH RENEWAL, WE HAVE THE RIGHT, UPON THIRTY (30) DAYS NOTICE, TO DEMAND THAT THE PRODUCI HE REIIIRNED'10 LIS IN ACCORDANCE WI'T'H THE TERMS OF FIRS SECTION 14. Notwithstanding tin luxguing. othinm Iwrein is intaded m provide, it or stall n imewed as providing (a) yon will a legally enfocca mile option to emend to renew Nc occurs of this Loss Amniment or am Sell Or (S) its aN a legrlq edhraeMe option m wend any swab amntiin or mtnwl. At In and of or inner motion U each Sdxdnle, yw limit imnledutelY mount ... f meals to have the Product subjccl Io invest expired Sd1Wwe pwom m Iry to he of desigmeL in as god condition as when yon warrant it, except for ordinary war and rear. Ricoh (Or Our designs) aball bear shipping isotopes. You mot pay additional rowdy Caron. al the are oe ae then in eRdt under a Satiri c, shin (i) you Iroa do notice li us prior by in a winclion oflLC Inimorm lain Or afternoon of my Sclumho end (ii) Ibe Predud is piekd W by m m Our desi,ceea aw ne noticed in fund ana lion end \corking ceder by u a or a., designee. NoLwiN.snmdiM anything to the coney set res, in this Lama Agreement, the panics acknowledge end sgrce Ilan \w slid have no oblig .O to rem.w, debt jachume, mainWm a minivan safegwad my InfininstlM, Images Or comfort ,gained by u, main it any Proven teasel by Ya,, hertmda whether lhmngl, a digital slomge device hard dlive or oduc electronic medium ("One Mlu.gm,ms Seviai If deind, you mall engage bramb to perform Data Maugmlmt .Services a, than pmvailing ewledd hares 1mwwL to your Maintenance Age al m' eager agreement fifth Ricoh. You Iknesdedge Iba you am ideolobic for maturing your own emnplimCO with Legal r marrnn Ill connection with data retention and puommon slid that we do not prnvide Labor adore or nepmsml shpt the P1WwR will manmkc comp now, well such him mu mare. Tlx aelectim, use and design of any Dona Maagcmml Services. amt any decisions arising with helicons m 11. @Ieiin on stooge ofdaa, as well as tin. Ins of any door reading therefrom, shell be Your Ile and afelnnve responsibility 15. Mi^•ticals It is floc intent Of the perm IMt Nis Lease Agreement eed Ony Schedule aging be deand and eonmilae a "Omme lease". derh ad under and guvemd by Article RA of the UCC. ORAL 111IMPHI3 OR COMMITMENTS ED LOAN MONEY EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES '1'0 EXIFND Olt RENEW SUCH DEBT ARR NOT ENFORCEABLE YOU AGREE THAT THE TERMS AND CONDITIONS CONTAINED IN THE CONIRACI', THIS LEASE AGREEMENT, AND IN RACK SCHEDULE MARE UP LEE ENTIRE AGREEMENT BETWEEN ITS REGARDING THE LEASING OR RENTAL OF THE PRODUCT AM SUPERSEDE ALL PRIOR WRITTEN OR ORAL COMMUNICATIONS, UNDERSfANDINOS OR AGREEMENTS RIIWEPN THE, PARTIES REI ATING TO THE SUBJECT MA'ITEIt CONTAINED HEREIN, INCLUDING, WITHOUT LIMITATION, PURCHASE ORDERS. Am purchase order, in ether arderiug dsnmmts, will non modify or eRxnlli. I-case Agreement m ary yalm le and shall serve any ,he pulpas, of identifying On equipn,m, ordered. You emMr e, n tin apply any ach aping "canfgure t. hi number ('C 'f0 ° ), .,line eqi ipmen idcnlilieulion mbar (Sel:uling, without fincom an, oriel .mill agmamcnVSCbed.k idermfi aim nuurbem ardor dines in This L ., Agmemm, an any Schednle. You wholuwldge that You have m ban in as «her ion. Nis I..aec Agnelli by any mpremtada, or ..city hat expressly wt 6N, in this Farm Agreement, Neither this Leave Agreement nor any SabaJUle is binding on us aril Olt sr, it ANY CI I kNGB IN ANY OP THE TERMS AND CONUI'110NS OF 'PHIS LEASE AGREEMENT' Olt ANY SCHEDULE MUST BE IN WRITING AND SIGNED BY BOTH PARTIES. W we deny or fail so reform my of in rights "or Nis Lux Agreement wilb relaal m any car all Scheddm, he will mill be able m mfoce thox LgMS a o Ida linen. All rupees shall be given in .wring and seal cigar (a) by arli0cd Inail, return receipt aGueared, m enthol rowi. deliver)' service, ea ice, pge wram ice. remained! 1. me pony recornoung Nc umme at Nc stimmu cM1 &w Or do fi., of Nis Lase Agri hen, are (b) by fens mile thew with mal confirmation, 0 the facsimile number shown belnv such poll's r siP rc on this Law Agreement Eider parry may cbal,geita Indies or P imile numisef by giving fwiga nuiee ufamb change to the uhe Party. Notice, shall be cf¢liw an the data ucelvd. Each of ouf I'aputive r,,hls aud inksho s s, will survive be wmdnalion of ,his Lase Agrcennem mw each Schedule. Wimbledon .,,a manage has signd IIIIs I.. Agreement or any Schedule, etch cmtmh& agnas Nat in liability is joint aid venal. it is do express i.. of the canoe not to vafter, soy it"Incric sup' Ins or to exceed tin maximum amount all price differential o interest, as appliceblq perniinvl Io be emerged & edlectd by a c,I.hl, law, and ary such exc ess Payment will be aWliol payments payma in the order of Insure and any sing a will be rePom N d you. We .,coke nu representation or wr henry of any kin, cxperime. a ss implied, with rapes to des legal, to or sing me, ... m of this Lenie Agreement and Schedule and o f ou o wJI obtain drat your . w are mindependent andcc emunemraodnonya te fiduciary.You Age btain m killed. f tax and acounting advice relmd m this Lease Agreu ens an any Scheule end make rf w your a den u l e io c e the p ro p er marturn gain t the M ef,hie l A a ocr m pl l w ary SPruct i We may receive a ml e, rom sm or ri writing I el' da Proud under weer e is nable a o r the any SI re bal b e her rent elaw whet ing tlu Prowl 1. you her g< this V Une Agreement om ' eew, y e nsetlule h i ' i cost o( would charge If \ vetl will compensation. N h olio t a Marc.., he r u, 'he cs, lemib In eating Ne Proewt s i rcnaxd se imanl Payment in In c spttlgd in twliolu m us Brew, con To IM1e fullest War exlam peol - O applicable Imq you emmni & w agent no obtain mnil n and o provide your aid make il in inguicertlmg l l , ga p al land your a Or wmilion and m r i c omalian, t e r Wing p Lease A g c re em e en our y oee SOedule end h the pantie having encrn,OmiInterest st in Nis Lase Agreement, my Sch a the Product. 16 Graw-ing Ina luri I B I Certain Rishm ad Renndm Under " t I nT te Waiver a Coc YOU AGREE MAT THIS LEASE AGREEMENT AND ANY SCHEDULE WILL BE OUVERNED TINDER TOP LAW FOR THE STATE WILERE YOUR PRNCIPAL PEACE OF BUSINESS OR RESIDENCE IS LOCATED, YOU ALSO CONSENT TO TI II VENUE AND NON-EXCLUSIVE JURISDICTION OF ANY COURI TOTALED IN HE STATE WHERE YOUR PRINCIPAL PLACE OF BUSINESS OR RESIDENCE IS LOCATED TO RESOLVE ANY CONFLICE' TINDER THIS LEASE AGREEMENL R) IHEEXTENI' NOTPROHIRfIED MSTLSE USC -MA 0113 Itiwh and We Riwh Logo ma segistmed Irodanarks al Ricoh Company, Ltd. Page 3 014 08/114 12,53 PM 15074097 BY APPLICABLE LAW, THE PARTIES '10 'PHIS LEASE ACMBEMENI' EACH WAIVE THE RIGHT TO TRIAL BY MY M THE EVENT OF A LAWSUIT FEE THE EXfENI PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A CUSTOMER OR LESSEE BY SECTIONS 508 -522 OF ARTICLE 2A OF THF, DEC I HA I' YOEI M AY HAVE AGAMS'I' US (Bill' NO I AGAINS I 'I HE MANUFACTURER OF THE PRODUCT).TO HELP ME GOVERNMENT FIGHT TIIR FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY AND RECORD INFORMATION I HAI IDEN'I IVIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT THIS MEANS FOR YOU WHEN YOUOPEN AN ACCOUNT, WE WILL ASK FOR YOUR NAME, ADDRESS AND OTHER INFORMATION FAT WILL ALLOW US TO IDENTIFY YOU WE MAY ASK TO SEE IDBN I'IFYING DOCUMENTS. 12 Canderepts Fawn ales Ends Schedule ray be executed in enmterpatts.'ILe munteOnrl vhiob lots our original signature antra o in out yernewi.n or.1.1 shall constitute dntel paper as bat tarn 0 defimd in the UCC std shit eonditun the original ugreement fm all purposes, nucludin& wdlhwt limimian, (a) any herne ,trial or pexceding with roped to wcM1 Schedule, Sod (b) any demnninalow as to Which version of well Schedule connitules the singe true original ilmr of darnel paper unda the UCC. If yea e, and Immmil a Schedule to us by facsimile .,other eleelmn'rc Imnsmioni n, the facsimile aaah cicerone twourn ,mn oLamh Scryouls, Minn exuotion by us Iona wally or elxbonically, s ar,dradd.b shall be binding upon tls panic. You agree that Rte m inure a other elecrmnle unicamisaapn of a Schedule co tai nning year facsinsile or other ch drwionly Irwsnraned talentua, which is mawally or dmhermally signed by shall cwwjIwe the Origami Mrac rand for all purpmes, including. original liargaliwr, these oudanad above in 'lux Salim. You Ap" to deliver dm us upon ear sweat She countaryard of wch Sd¢tlule captaining year original mawal stimulate 18. Slone and Isaal Goner w [ Pmv's'ons If Ilse Cgrmel is a Stare or pailkal surcluc Of a Sort, as damage terns re defirsed in Section 103 of the ].oral Revenue Code, Inc fallowngaddaiwal larms end conditions shall apply: (a) Earamiiilrl During the torn ofThis Lease Agme rantand wry SdhMul<, tLe Pmducl will be comed Solely As the pugrase of preforming one or more, governameal At proplaafery fwatiass wluilelll with she Pamisaable scope of your eutMrity. You represent and warned that the use of the Product is asrawl to performing sung wermnmtal a propridmy fmtiam. (b) Nan \pFrap'a'o hlNa- SubsEnfw (i) If year governing body fails to Opproprute mardicawl or any fiscal period fig ramis and other paynien(s waning due ladcr Sdha rd. Ion Ihis E ame Agraemen( in the nest ceeeding find M,M for any equipmml Whack will perform services and fuwtions Mrich in Auto m in Porn arc aaamedly the sane services Snit forties pert ed by Eye Product reversed by ney sudh Sehowle, then n . 'Non- Approwi it or still bra deemed to have Occurred E.) If a Nm- Apprmriaiah occurs, Ilan: (A) you Most give ne arlauredulte nutlet Of Ehch Non- Appropriation and provide written nofi se of such Estate by your governing hotly an lent sixty (60) days prior to the and of the Ihm enures fixed you or of Nan- Appfopriolaon Pius not Occurred by -at, le u da, nwdmal) upon Nan -APor imam, (0) no tons than We tax day of the Gsed sear tar which aPaapddiwS ewe owes for the mnnl due under any SCIIafIC to this xwo Agreement (IM 'Ream Dad'), )oar shall make vailablc f us (or ear dcsigpm) all, but not less War all, of the Product covered by such Schedule to this leas Agrcemenb at your sole expense, in Aceordaac OUT hire terms hcrmf, and (C) any Schedule f this Leau Agrmann skit emranale on tie Rdutn Dale without result) or expense to you and yaw droll not be obiigatM to pay the «ntaH beyond such final year, p rovided the( (x) you shall pay any and all rains and other moral due up floe ti Ilse will of the lad, day of the Racal Year far which apprnprianns were We will By you shad Pay mnnh- to -manlb rent nl the .He aN forth in any such Sdedule fm utl, mage, w part Ihcrmf that you but to make vaileble m us (or Ourdesiguce) hire Ruduc(as required Iwcin. (iii) Upon any welt Nan- Appropi upon our, eQjucsl, you ell provide an opinion of independent mugel Or Other legally designated authority (situ shell be miserably accp f abe to us), in ors immeasurably acceptable to us, continuing N tiNan- Appropriation and providing reasonably sufficient Perm! Of .such Non-Apprnleiation. (c) Pure one Intent, You represent and war ran( to us that you peeunlly intend 1. cwlarme this Come ApVee new And now Schedule Sacra for the whim term of such Schedule and l0 pay all rentals missing to such Schedule and to do all Wing InwRxlly within your lower to obtain aid assignor funds Own which (lie rentals and all other payments awing under such Schedule may be made. the Innies acknowledge tied appmpddlm for tennis is a governmcmnl (unction to ofiich van cannot contractually ocular yourself in advma and Box Leae Agreement ]sell not a..". well a corn tment're, the exnnl permmed by bnv, the person Or entity in charge ofprepaing Your budget will include in Inc budge( rcqucd tip each lsal year during the teen of each Schedde, mFectiulU to dais Lease Agra alert an immune equd 10 Owe morals (to Ise used fw wch rowels) to become due in such fiscal yea, and will use Oil rraaanble and Imvfal means available to same Ile ap,re,ria(fn of money for way level year sufficient to any all rentals caning due during such fis your (it) Aulbor v and Au 1 arivt m . to Yen 11.1 and .,an( to as that: (A) you are a Slate or political subdivasaor. of a Stan, ax thieve toms are defined! in Senior 103 of the Indmal Revenue Code,; (a) you have ho Power and anWUriry to enter into this Lena Alessi end all Schedule, n Ora, Las AgnwnenG (C Pots I®u Agrumwt and all So edules to this Lease Agreement have been duly urbanism, executed and delivered by you and natawhe valid, legal and binding agrumenl(s) enfoawble award you ill accordance with their leans, and (D) So further appoval, waceed or willdtolding of objecting is required Gan wry gm'enuneold authority will respect I. (boa lease Agrcemmt or any Schedule to Was Louse Agmeman. U.) If mho to the extent requited by te, You aVec to provide us with an opinion of ind,sweend counsel or Other Icgnity designated wtharity Indo®r shall be eammiably acceptable in m) canfmting the foregoing and other related maters, in fan. and women c acceptable, to g. (.,) You agree m lake all rcquarcd actions aid to rile all necessary forms, including IRS Forms 8038E or 803&GC, n ri licali m Freserwe the lax exeunt aura of Ihis Les Agrernal and ell Schalula the... tint You ngrce to movide us with ary other dwmnents Wm we any rusonably rtqud in camectinn with the foregoing and Ihis Lease Amway.l. (a) dyjg0inivet You agree to acknowledge any assignment to the Aadgnu in wiring, if sa ne mean, we if applicable, In krop . emnplele and eewnm cord of all such ays igsevera a the compiles wiW Section 1495) ofthe Internal Revenue Code and tire regularities pro wlgaed I icactr ar. IN WITNESS WE IEREOF, the pmtiae hove Executed this Icas, Agmcpant ns aftho ddcs act Earth below. Y:ASCAVNSFafANT OH pgUALF OFTHE CUSTOMER REPRESENTSTHAT NPISHE HAS THE AUTHORITY TO NOS CUSTOMER Accepted by: RICOH USA, INC. By X Ely' dudeno d5igner Signo me Anrlrar. e,dta nor Sigrmnoe Proved Name,. _ Pri tied Nas. 'I Ills: - - _ Due .. Tillc'. Data RmsiodleNo be, Fina...1, Nmnte, - MSTI SE USC -MA 03.13 Rhad die Ricoh Logo are regidercd trader arks of Ricoh ColnpdtS Ltd, Page 4 T`4 08/28/2014 12 :53 PM 15074097 U.S. Communities Product Schedule Product ScheJUle Number:__ Natter Lease Agreement Numbs This U.S . Conn unitses Product Sdxdulc (this "Schedule ") is bssvecn Ricoh USA, Inc (" Con,s ny','1se" or "ns' ") and CI'I Y Of ROSI!MLAO , as customer or lcsscc ("Crem Rc "ymi y. ELis Schedule end mmes a "Schedula" "Pandum Sdxduk," e r "Order a "Ters u app l mrdenha 11.8.. to hies Mann 1 reuse Agreement ([ogeWer rvith any amendments, alumhinmts and mldmde Ihmcln, the " Lease Agreement') identified above, benvccn yon, and . All tern¢ and condition of the Leae Agreement arc u are shall , iroed o tomcod be into this nder Me end made a pan M1ereof If we ere nm @e Icaor under the Cease u sc,sra that, relay for pnmoxe of this Schedule, enl, indepeninde d e me lessor under the s to the Agrt Agr 11 is the intent o(the polies 1hN Wis Schedule he sepntoly enfccoroble as a campkm and indcpwdcm agreement, of all minor Schedules to t Lean Agreawnt. CUSTOMER INFORMATION CI "IY 01' ROSE:MEAD 8838 VALLEY BLVD ROSEMEAD CA 91770 8838 VALLEY HIND Billing Adrimss Rtcfgenoo o I.,/.. addnr) ROSEMFAD CA 91770 6265592107 PRODUCT /EQUIPMENT DESCRIPTION (`Producl cry Product Dace rim,: Move &Model I RICOFI MPC4503 1 RICOH MPC45113 1 RICOH MPCW03 1 RICO11 C5110S 1 RICOI I REMOTE COW GATE TYPE A -I Pbil Description MA, &Model PAYMENTSCHEDULE Mlnlmum Term Minimum Payment Mi ,m Payment Bill'o, Fnqueacy AJ nce Payment In nton .- ....- jNNhour ry -. [ Mmllhly ❑ I Paynxnl 60 $2,08413 ❑ c rtedy ❑ 1 &Le IYannem I _ — ___ ❑ Other _ ❑ 0th NONfi_ _ Sales Tax Exanpv: ❑ YES (Attract Exemption Conferee) Customer Billing Reference Number (P0.#, ce) AdihnhoP)aundmd:DYFS(chccA ifYn and indicate mml nnmb<r of pages: ) TERMS AND CONDITIONS 1. The for Payment will be due on the Effective Dale. little Lane Agreement to. the terms "Lee. P,nism" mW "Commencement Dale' rnher thnn'Paymcnt' mid Effective Dale," then, for purposes of this Schedule, the tent "PAYmettt° shall have the same meaning as "Lease Payment, and the tent, "AReglve DaW' shall have arc some mewing as "Cpmmencemenl Dma" 2. Yon, the nndetsigned Crumbsr, hive applied to us to not the above - described Product ar Imvful commercial (mntionsume,) Pon. THIS IS AN UNC'ONDI'TIONAL, NON- CANCELAll AGREEMENT FOR THE MINIMUM TERM INDICATED ABOVE, oseell as otherwise expressly providcJ in wy provision of the Lease Agreement. Ifwe accept thin Sdxdule, you agree to met the above Product from n, and are agree to rat such Producrto yon, on all the tem,s hereof, includiig the moos wd conditions of the Leme Agreement, THIS WILL ACKNOWLEDGE THAT YOU HAVE READ AND UNIII•OMEAND THIS SCHEDULE: AND THE LEASE. AGREEMENT AND HAVE RECEIVED A COPY OF'THLS SCHEDULE AND THE LEASE AGREE0IEN"1'. 3. Additional Provision,(if any)tre: Upon ceecnlion oftbis Agreement by limb parties, contract #603- OOS7468 (tile Prior Agreement ") will be terminated and you shill have no Bodice obligation to RICO11 USA INC under the temu ofthe Prior Agreement ups, such Werination, exce L to the csmnt any payment or other anamm is Jm and civil, m RICOH USA INC prior to the date ofwch teeminmis,. THE PERSON SIGNING THIS SCH EDULE: ON BEHALF OF THE CUSTOM REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO DO S By. X By --- ,IhurcedS vet SeBnnmre Amhvrl cd,S)grer 5'i,aa1nme Printed Hanes: Printed Name Tide: Dme: Title: Dale: Document Number: 81335 Version:2 U.S. COMMUNITIES EQUIPMENT SALE AND MAINTENANCE AGREEMENT (EQUIPM ENT SALES, BREAK -FIX SERVICES WITH NO ON -SITE LABOR) CUSTOMER INFORMATION L al Name I CI' I OF ROSEMEAD Bill Tu Addreea 1 8838 VALLEY BLVD City I ROSEMBAD I Ste le . _ CA I Zip Code 191770 This Equipment Sale and Maintenance Agreement ("Maintenance Agreement ") sets forth the temps pursuant to which Customer may acquire equipment, software, and/or hardware products and maintenance services identified on an Order (defined below) from Ricoh USA, Inc. ( "Ricoh "). This Maintenance Agreement is executed pursuant to the train act by and between Ricoh Americas Corporation and Fairfax County (the "County ") on behalf of the U.S. Communities Government Purchasing Alliance and all public agencies, non - profits and higher education entities ( "Participating Public Agencies "), having a Contract ID number of 4400003732 and the contl'act period is fi'out February 11, 2013 to June 30, 2016, with the option to renew for no more than six (6) years (the "Contract Period "), one year at a time, or any combination thereof (the "Contract "). Notwithstanding the foregoing, any Maintenance Agreement and Order entered into during the Contract Period shall continue in full force and effect for the entire tern set forth in the Order. To the extent that Customer purchases or leases Equipment from Company under the Contract and also desires for Company to provide maintenance services for such Equipment under the order (the "Order "), then the terms and conditions of this Maintenance Agreement shall apply. This Maintenance Agreement shall consist of the terms and conditions of the Contract and this Maintenance Agreement. As it pertains to this Maintenance Agreement, the order of precedence of the component parts of the Maintenance Agreement shall be as follows: (a) the terms and conditions of this Maintenance Agreement and (b) the terms and conditions of the Contract. The foregoing order of precedence shall govern the interpretation of this Maintenance Agreement in cases of conflict or inconsistency therein. 1. MAINTENANCE SERVICES COVERAGE. Company shall provide to Customer maintenance services under an Order, during Company business how's, 8:00am to 5:00pm Monday through Friday excluding holidays ((i) New Year's Day; (ii) Memorial Day; (iii) 4th of July; (iv) Labor Day; (v) Thanksgiving; (vi) Day after Thanksgiving; and (vii) Christmas Day) ( "Normal Business Hours "), as follows (collectively, the "Maintenance Services "): (a) During the term of the Order, Company will provide the Maintenance Services necessary to keep the covered Equipment in, or restore the covered Equipment to, good working order. Maintenance Services will include lubrication, cleaning, adjustments and replacement of maintenance parts deemed necessary by Company due to normal usage (other than consumable parts). In the event the Equipment becomes unserviceable as a result of normal usage, replacement parts will be furnished and installed on an exchange basis and will be new OEM; provided, however, if such OEM part is not available and in order to restore the functionality of the Equipment, Company shall be permitted to use a reconditioned or used pail until such time as the new OEM part becomes available and is installed in the Equipment. All parts removed due to replacement will become the property of Company. The provision of Maintenance Services does not assure uninterrupted operation of the covered Equipment. (b) If available, Maintenance Services requested and performed outside Normal Business flours will be charged to Customer at applicable time and material rates set forth in the Contract. (c) The Maintenance Services provided by Company will not include the following: (i) Repairs resulting from misuse (including without limitation to improper voltage or the use of supplies that do not conform to manufacturer's specifications); (ii) Repairs made necessary by service performed by persons Whet than authorized Company representatives; (iii) Replacement of consumable parts which are consumed in normal Equipment operation, unless specifically included in the Order; (iv) Removable cassette, copy cabinet, exit trays, or any item not related to the mechanical or electrical operation of the Document Number: 81334 Version: 2 Equipment: (v) Unless otherwise agreed, consumable supplies such as toner, developer, paper, staples or supplies that are consumed in the normal operation of the Equipment; (vi) Repairs and/or service calls resulting from attachments or accessories not acquired from Company; (vii) Any Software, system support or related connectivity unless otherwise agreed in the Older; (viii) Electrical work external to the Equipment, including problems resulting from overloaded or improper circuits; (ix) Charges for installation of the Equipment or de- installation and/or movement of the Equipment from one location to another; or (x) Repair of damage or increase in service time caused by: accident, disaster (which shall include but not be limited to fire, Flood, water, wind and lightning), transportation, neglect, power transients, abuse or misuse, failure of the Customer to follow Company's published operating instructions, and unauthorized modifications or repair of Equipment by persons other than authorized representatives of Company. (d) In the absence of a separate maintenance agreement for any software, if Company is engaged to provide software support under an Order, during Normal Business Hours, Company will provide advice by telephone, email or via the Company or developer's website following receipt of a request from Customer to diagnose faults in the software and advice to rectify such faults. Such support may be provided remotely. (e) Damage to the Equipment or its parts arising out of, or other causes beyond, the control of Company are not covered by an Order and may subject Customer to a surcharge or to cancellation of the Maintenance Services by Company. In addition, Company may terminate an Order if the Equipment is modified, damaged, altered or serviced by personnel other than those employed by Company or are authorized by Company to provide service and maintenance for the Equipment. (f) Service necessitated as a result of inadequate key operator involvement, operator caused damage, lack of recommended service, or use of inadequate or incompatible supplies may result in service being rendered on a time - end - material basis in addition to the Maintenance Charges (as defined in Section 5). 2. MAINTENANCE SERVICE CALLS. Maintenance service calls under an Order will be made during Normal Business Hours at file installation address shown on the Order. 'travel and labor -lime for the service calls after Normal Business Hours, on weekends and on holidays, if and when available, will be charged at overtime rates in effect at the time the service call is made. Company representatives will not handle, disconnect or repair unauthorized attachments or components. Customer is responsible for disconnecting and re- connecting unauthorized attachments or components. Customer hereby indemnifies and holds Company and its employees and representatives harmless for claims for damages to any unauthorized parts, components or accessories resulting fiom service perfumed on Equipment covered by an Order. 3. RECONDITIONING. Rebuilding, reconditioning or major overhauls necessitated by usage not in accordance with manufacturer's published specifications, which shall be provided upon Customer's request, are not covered by an Order. In addition, if Company determines that a reconditioning is necessary as a result of normal wear and tear of materials and age factors caused by normal usage in order to keep the Equipment in working condition, Company will submit to Customer an estimate of the needed repairs and the cost for such repairs (which costs will be in addition to the charges payable under this Maintenance Agreement). If the Customer does not authorize such reconditioning, Company may, at its option: (a) discontinue service of the Equipment under an Order and refund any unused portion of the Maintenance Charges, m (b) refuse to renew an Order upon its expiration. After any such termination, Company will make service available on a "Time and Material Rate" basis at Company's then prevailing rates at the time of service. 4. TERM. Each Order shall become effective on the delivery and Customer acceptance of the Equipment and/or solution and shall continue for the term specified therein (tile `Initial Term ") so long as no ongoing default exists on Customer's part. At the expiration of the Initial Term on any renewal tern, unless Customer provides written notice of its intention not to renew within thirty (30) days of the expiration of the Initial Term or any renewal term, the Order shall automatically renew on a month -to- month basis. In addition to any other rights or remedies which either party may have under this Maintenance Agreement or at law or equity, either party shall have the right to cancel the Services Document Number: 81334 Version: 2 provided under this Maintenance Agreement immediately: (i) if the other party fails to pay any fees or charges or any other payments required under this Maintenance Agreement when due and payable, and such failure continues for a period of thirty (30) days after being notified in writing of such failure; m (ii) if the other party fails to perform or observe any other material covenant or condition of this Maintenance Agreement, and such failure or breach shall continue tin-remedied for a period of thirty (30) days after such party is notified in writing of such failure or breach. 5. MAINTENANCE CHARGES. (a) Maintenance service charges ( "Maintenance Charges ") will be payable by the Customer in accordance with the terms set forth in the Order. (b) Customer acknowledges and agrees that: (i) the transfer of the Equipment from the location indicated on the face ber'eof may result in an increase of Maintenance Charges or the termination of an Order; (ii) if an Order includes toner, toner usage is based on manufacturer supply consumption rates. Company will determine and deliver supplies in accordance with agreed upon usage. Consumption of covered supply products varying significantly from expected usage may result in additional charges for supplies, or as otherwise agreed to by the parties. Maintenance Charges are based on standard 8.5x11 and 1 1x17 images. Company reserves the right to assess additional images charges for non - standard images. 6. USE OF COMPANY RECOMMENDED SUPPLIES. Company products are designed to give excellent performance with Company recommended supplies, including paper, developer, toner, and fuser oil. If the Customer uses other than Company recommended supplies, and if such supplies are defective of not acceptable for use with the Equipment and cause abnormally frequent service calls or service problems, then Company may, at its option, assess a surcharge or terminate an Order. If so terminated, Customer will be offered service on a time and materials basis at Company's then prevailing rates. 7. METER READINGS. As part of its Services, Company may, at its discretion and dependent upon device capabilities, provide remote meter reading and equipment monitoring services using a meter reading software solution. Ifa meter reading software solution is not selected by the Customer, Customer shall be responsible and agrees to provide Company true and accurate meter readings monthly and in any reasonable manner requested by Company. If accurate meter readings are not provided, Comparry reserves the right to estimate the meter readings from previous meter readings. 8. CUSTOMER OBLIGATIONS. Customer agrees to provide a proper place for the use of the Equipment, including electric service as specified by the manufaettn a. Customer will provide adequate facilities (at no charge) for use by Company representatives in connection with the maintenance of the Equipment hereunder within a reasonable distance of the Equipment. Customer agrees to provide "360 degree" service access to the Equipment, subject to Customer's usual security procedures. Customer will provide a key operator for the Equipment and will make operators available for instruction in use and care of the Equipment All supplies for use with the Equipment will be provided by the Customer and will meet manufacturer specifications. It is the responsibility of the Customer to have the supplies available "on site" to] servicing. Customer agrees that any systems utilizing similar supplies must be covered under similar inclusive maintenance programs. If any software, system support or related connectivity services are included as part of the Order as determined by Company, Company shall provide any such services at Customer's location set forth in the Order as applicable, or on a remote basis. Customer shall provide Company with such access to Customer's facilities, . networks and systems as may be reasonably necessary fm Company to perform such services. 9. WARRANTY DISCLAIMER. OTHER THAN THE OBLIGATIONS SET FORTH EXPRESSLY IN THIS MAINTENANCE AGREEMENT, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY ENPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR USE, OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY SHALT, NOT BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING OUT OF THE USE OR PERFORMANCE OF THE EQUIPMENT OR THE LOSS OF USE OF THE EQUIPMENT. COMPANY'S TOTAL AGGREGATE LIABILITY TO CUSTOMER UNDER THE MAINTENANCE Document Number: 81334 Version:2 AGREEMENT, IF ANY, SHALI. IN NO EVENT EXCEED THE 'DOTAL OF THE FEES PAID TO COMPANY IN CONNECTION WITH THE MAINTENANCE SERV ICES. 10. SERVICE LEVELS. (a) Response Time Company will provide a one hour (1) phone response to service calls measured from receipt of the Customer's call. Company service technicians will mcet a four (4) business hour response time for all Customer service calls located within a major metropolitan area and eight (8) hour average response time for all Customer service calls located fifty (50) miles or greater from a Company service center. Response time is measured in aggregate for all Equipment covered by the Order. (b) Upt me. Company will service the Equipment provided under an Order to be operational with a quarterly uptime average of 95% (based on manufacturer's performance standards and an 8 -hour day, during Normal Business Hours), excluding preventative and interim maintenance time. Downtime will begin at the time Customer places a service call to Company. Customer agrees to make the Equipment available to Company for scheduled preventative and interim maintenance. Customer further agrecs to give Company advance notice of any critical and specific uptime needs Customer may have so that Company can schedule with Customer interim and preventative maintenance in advance of such needs. (c) Replacement of Equipment Should a unit of Equipment or an accessory not be able to be maintained in conformance with manufacturer's specifications, Company shall, at its own expense, replace such Equipment with another unit of the same product designation as that Equipment and Company shall bear all installation, transportation, removal and rigging charges in connection with the installation of such replacement unit; provided, however that (a) the replacement unit may be a reconditioned or otherwise used unit rather than a new unit; and (b) if a replacement unit of the same product designation as the unit of Equipment it replaces is not available, the replacement unit may be a product of substantially similar or greater capabilities. 11. DATA MANAGEMENT SERVICES. The parties acknowledge and agree that Company shall have no obligation to remove, delete, preserve, maintain or otherwise safeguard any information, images or content retained by or resident in any Equipment serviced and maintained by Company, whether through a digital storage device, hard drive or other electronic medium ( "Data Management Services "), If desired, Customer may engage Company to perform Data Management Services at then - prevailing Contract rates. Customer acknowledges that Customer is responsible for ensuring its own compliance with legal requirements in connection with data retention and protection and that Company does not provide legal advice or represent that the Equipment and Services will guarantee compliance with such requirements. I lie selection, use and design of any Data Management Services, and any decisions arising with respect to the deletion or storage of data, as well as the loss of any data resulting therefrom, shall be the sole and exclusive responsibility of Customer. If desired, Customer may engage Company to perform the following Data Management Services, and the patties shall enter into a written work order setting the details of any such engagement: • Hard Drive Surrender Service. Under this option, a Company service technician can remove the hard drive from the applicable equipment (set forth on a work order) and provide Customer with custody of the hard drive before the equipment is removed from the Customer's location, moved to another depat 'uncut or any other disposition of the equipment. The cost for the Hard Drive Surrender Services shall be as set forth in the Contract. • DmaOverwriteSecurity System (DOSS). DOSS is a Ricoh product designed to overwrite the sector of the hard drive used for data processing to prevent recovery.. Additionally, DOSS also offers the option of overwriting the entire hard drive up to nine (9) times. 12. PURCHASES OF EQUIPMENT FOR CASH. In the evenl that Customer desires to purchase equipment or products from Company from time to time, it may do so by issuing a Purchase Order /Sales Order to Company for that purpose. In connection with any equipment purchase from Company, Company shall transfer to Customer any equipment warranties made by the equipment manufacturer, to the extent transferable and without recourse. Customer agrees to confirm delivery and acceptance of all equipment purchased under this Agreement within ten (10) business days after any equipment is delivered Document Number: 81334 Version:2 and installed (if installation has been agreed to by the parties) by signing a delivery and acceptance certificate (in a form to be provided by Company) or written delivery acknowledgement. Company reserves the right to make equipment deliveries in installments. All claims for damaged equipment shall be deemed waived unless made in writing, delivered to Company within ten (10) business days after delivery of equipment to Customer; provided, however, Company shall not be responsible for damage to equipment caused by the Customer, its employees, agents or contractors. Except to the extent of any applicable and validated exemption, Customer agrees to pay any applicable taxes that are levied on or payable as a result of the use, sale, possession or ownership of the equipment purchased hereunder, other than income taxes of Company. 13. MISCELLANEOUS. This Maintenance Agreement shall be governed by the laws of the State where the Customer's principal place of business or residence is located both as to interpretation and performance, without regard to its choice of law requirements. This Maintenance Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original. In order to expedite the ordering and delivery process, and for the convenience of the Customer, this Maintenance Agreement establishes the terms and conditions between the parties governing all services. Any documents issued by Customer to procure services at any time for any reason, even if they do not expressly reference or incorporate this Maintenance Agreement, will not modify or affect this Maintenance Agreement notwithstanding the inclusion of any additional or different terms or conditions in any such ordering document and shall serve only the purpose of identifying the services ordered and shall be subject to the terns and conditions of this Maintenance Agreement. IN WITNESS WHEREOF, the parties have executed this Maintenance Agreement as of the date first written above. CUSTOMER COMPANY By: Name: Title: Date: By: Name: Title: Date: Document Number: 81334 Version: 2 RICOH ORDER AGREEMENT Sale Type LEASE aster Maintenance and Sala Agreement Data: NEW r _ - SMa Type: M LEASE This is an Order made pursuant to the terms antl conditions of the above refarenced Master Agreements) betvmen Customer and Ricoh USA, Inc. The signature tom iMkates that IM wstwer accepts all terms and conditions of the app lkabie Master Agraement(s) fm this ease, including but not limned to the term. at fodh In the Mahler Agreemwl(a) and any Exhibit A Ihmeto,.1 of which are Incorporated herein by reference and made part of this Order. This Order Is not valid unless and until shifted by and Authorized! Signatory of Ricoh USA, Inc. SERVICE INFORMATION Servlw Tenn oath 11 111111.9 Frequ g o Billing Fron,i 60M.ihs I M ONTHLY MONTHLY BILL TO INFORMATION Customer Legal Nam.: CITY OF ROSEMEAD Address Line l: 8638VALLEYBLVD Conw HevMeswath, Mellon. Add.. Lino 2: Phone: 6265592107 City: ROSEMEAD Phon E- m mhawkesvmrth ®c9ychosemead org STRip: CN91770 County: LOSANGELES Fax: Emall: ADDITIONAL ORDER INFORM Check All That Apply: • Sales Tax Exempt (Attach Valid Exemption Certificate) M Fixed Service Charge ❑ Add to Existing Servic. Conlrad # • PO Inducted PDX_ 0 PS Service (Subject to and governed by separate Statement of Work) • Synk icalion ❑ IT Service (Subject to and governed by separate Statement of Work) This is an Order made pursuant to the terms antl conditions of the above refarenced Master Agreements) betvmen Customer and Ricoh USA, Inc. The signature tom iMkates that IM wstwer accepts all terms and conditions of the app lkabie Master Agraement(s) fm this ease, including but not limned to the term. at fodh In the Mahler Agreemwl(a) and any Exhibit A Ihmeto,.1 of which are Incorporated herein by reference and made part of this Order. This Order Is not valid unless and until shifted by and Authorized! Signatory of Ricoh USA, Inc. SERVICE INFORMATION Servlw Tenn oath 11 111111.9 Frequ g o Billing Fron,i 60M.ihs I M ONTHLY MONTHLY &2 &2014 Version 4 1.1 ■III 911 P4N;l�IM1'fsl°h5 ERIC �I II I Page #1 150]409] SHIP TO INFORMATION Customer Nam.: CITY OF ROSEMEAD Address Line 1: 08M VALLEY BLVD Contact: Havkeswmlh,Matlhew Address Line 2. Phon 8285592107 City: ROSEMFAO Emall: mximboxwomo @dhofrosemeed.org STIZIp'. CN91710 County: LOS ANGELES Fax PRODUCT INFORMATION Pro duct Description City S°rvice Type BM1V Allowance la .,a,. sxp a+ ^ env oye or Allowance na,e... ai«s vigwrFrl Color Ovg s.rvlae Sao. Frlinueaxxscl em) RICOH MPC4503 1 1 Gold 0 $0.0080 0 $0.0480 RICOH MPG503 Geld 0 $O.00Bt 0 $0.0480 RICOH MPC6003 1 Gold Gold 0 $0.0080 0 $0.0480 RICOH C51105 1 0 $0.0000 0 $0.N30 &2 &2014 Version 4 1.1 ■III 911 P4N;l�IM1'fsl°h5 ERIC �I II I Page #1 150]409] RICOH BASIC CONNECTIVITY I PS I IT SERVICES INFORMATION BASIC CONNECTIVITY I PS I IT Services Description Quantity PPSE TRAINING - PRO5100A10 WIE229 FIERY 1 RICOH REMOTE COMM GATE TYPE A -1 1 [OA]PS INSTALLATION RICOH ATREMOTE APPLIANCE PER DEVICE 1 NETWORK 8 SCAN CONNECT - SEE BC3 1 NETWORK S SCAN - RED BC4 1 NETWORK&SCAN - SEG BC4 1 NETWORK 8 SCAN CONNECT- SEG4 1 AccepfedbYCp .., Accepted. RRO# USA, Inc. Authorized Signature: Authorzed Signature' Panted Name: Title: Printed Name: Title'. Date: Data &212014 Version # 1.1 ■IIIdtlRI aM►lM1SIS)INltlIII Pape # 2 1 M7409 RICO" EQUIPMENT REMOVAUBUYOUT AUTHORIZATION Customer Name: CITY OF ROSEMEAD 'Serial Number V7711100022 Ricoh ._ 1357EX Contact Name: Hawkesworth Matthew W01 OARVEY AVE I ulty Phone ' 2655" 0' Address: 8836 VALLEY BLVD ,.,nth _ _ -- ead.ory ClY ROSEMEAD State: CA Zipj _ g Make Ricoh Motlaf MPC7501 'Serial Number V7711100022 Ricoh ._ 1357EX V521 20 Customer Name: CITY OF ROSEMEAD Contact Name. Haw kesworth ,Matthew Phone 6285592107 Atldress: W01 OARVEY AVE I ulty ROSEMEAD State. CA Zlo. 9n]0 _ _ ,.,nth _ _ -- ead.ory MP6500 This Authorization applies to the equipment identified above and to the following Removal /Buy Out Option This Authorization will confirm that Customer desire$ to engage Ricoh USA, Inc. ( "Ricoh ") to pick -up and remove certain items of equipment that are currently (i) owned by Customer or (it) leased tram Ricoh or other third party (as specified below), and mat you intend to issue written or electronic removal requests (whether such equipment Is Identified in this Authodzalion, In a pumhase order, In a letter or other written form) to Ricoh from time to time for such purpose. Such removal request will set forth the location, make, model and serial number of me equipment to be removed by Ricoh. By signing below, you confine that with respect to every removal requesl issued by Customer (1) Ricoh may rely on the request, and (2) the request shall be governed by this Authorization. Notwithstanding the faregoing, the parties acknowledge and agree that Ricoh shall have no obligation to remove, delete, preserve, maintain or otherwise safeguard any Information, images or content refined by in or on any Item of equipment serviced by Ricoh, whether through a digital storage device, hand drive or similar elechonic medium ('Dale Management Services'). If desired, Customer may engage Ricoh to paderm such Data Management Services at Ito than - current rates, Notwithstanding anything In this Aumodzetian to the contrary, (i) Customer is responsible for ensuring Its own compliance with legal requirement pertaining to date mention and protection, (i) it is the Customers sole responsibility to obtain advice of competent legal counsel as to the Identification and inlerprettlon of any relevant laws and regulatory requirements that may affect the mummers business or data retention, and any actions required to comply with such laws, (iii) Ricoh does not Provide legal advice or represent or warrant that Its services or products will guarantee or ensure compliance with any law, regulation or requirement, and (iv) the selection, use and design of any Data Management Services, and any and all discolors arising with respect to the deletion or storage of any date, as well as any loss of data resulting therefrom, shall be the sole responsibility of Customer, and Customer shad Indemnify and hold harmless Ricoh and its subsidiaries, directors, effmera, employees end agent from and against any and all cost, expenses, Ilebllitlas, claims, damages, losses. JWgment or fees (including reasonable attorneys' fees) (Collectively, "Lasses`) arising therefrom or raised thereto, ®Equipment Removal (Owned by Customer). In addition to the terms and condibons set forth above, the following torn. and conditions shall apply for Customer - owned equipment removals: Customer wnfams that (1) Customer has good. valid and marketable the to such equipment and has satiefed all payment and other obligations relating to such equipment which may be owing to any third party under applicable ease, financing, sale or other agreements, (2) Customer has obtained any and all necessary consents and approvals required to authorize Ricoh to remove such items of equipment and to take title thereto, and (3) by this Authorization, Customer hereby transfers goad and valuable title and ownawhip to Ricoh to the equipment, free and clear of any and all pens and encumbrances of any nature whatsoever and Customer will cause to biz done, executed and delivered all such fuller Instruments of conveyance as may be reasonably requested for the vesting of good tllle in Ricoh. 63109v3 Page # 1 EURRURMY1W ®Equipment Removal (Leased by Customer(. in addition to the berms and conditions at forth above, the following terms and conditions shall apply for equipment r nwvals of aquipment leased by Customer: Except for the obligations of Ricoh to pick up and remove me identified! equipment, Ricoh does not assume any obtgagon, payment or omemse, under any lease agreement. which shall remain Customers sole responsibility. As a material condition to the performance by Ricoh, Customer hereby assets Ricoh from, and shall indemnld defend and hold Rimh harmless frohn and against, any and all claims, liabilities, coats, expenses and fees arising from or relating M any breach of Customers representations or obligations in this Authorization or of any obligagan awing by Customer under its lease agreement. CUSTOMER By: Name Title Date RICOH USA, INC. 6y: Name Title Date 63109v3 Page # 2 01111MMMURM SUMMA PURCHASING GROUP, LLC MEMBER PARTICIPATION AGREEMENT This Agreement is made this 13" day of December, 2011, by and between Summa Purchasing Group LLC T ( "Summa "), a Delaware limited liability company, andthe City of Rosemead ( "Member "). Summa is a group purchasing organization ( "GPO ") which among other things, negotiates vendor and distribution agreements on behalf of organizations. Member is an organization which pronotes or utilizes vendor and distribution agreements negotiated by a GPO. Therefore, in consideration of the foregoing statements,Summa and Member agree as follows: A. Member hereby authorizes Summa (and its agents, including Provista, LLC TM ( "Provista "), a Delaware limited liability company "Provista" and Novation) to act as a group purchasing organization on its behalf and to advise the vendors and/or distributors ( "Suppliers ") that it should be listed as a participating member in tle Summa contracts, all contingent upon proper and timely completion of any necessary enrollment forms or declaration documents. B. Term and Termination. This Agreement is for a one-year term commencing on the date set forth above, and will automatically renew from year to year unless either party gives prior notice of termination. Additionally, this Agreement may be terminated by either party at will and without cause at any time upon sixty (60) days prior written notice to the other. The effective date of program eligibility will be established for each program. C. Member agrees that Summa is authorized (but not obligated) as Member's purchasing agent to enter into any agreement with Suppliers in order to make products, intangible rights or services avdlable to the Member. Any such agreement may set forth some or all of the terms and conditions pursuant to which the Member may purchase such products, rights or services from the Supplier. Nothing in any such agreement shall, in any way, obligate the Member to purchase, license or lease any products, services or intangible rights hereunder. In each case, where the Member takes advantage of any such agreement, the Member agrees to comply with the terms and conditions of such agreements. Additionally, Munber represents and warrants that all products purchased through Summa agreements will be for the Member's "own use ", and that Member will comply with all applicable laws; any breach of the foregoing representation and warranty may result in immediate termination of this Agreement. Member recognizes that before it may purchase through such agreements,Summa may need to ensure that its Suppliers are willing to do business with the Member. D. Member agrees that Summa may receive fees from Suppliers in connection with products, rights or services which are purchased, licensed or leased by Member, including without limitation, remuneration for providing certain administrative and promotional services to Suppliers. E. Member represents, warrants and guarantees that at all times during the term of this Agreement, Member will comply with all applicable federal, state and local laws. Member agrees to defend, indemnify and holdSumma harmless from any and all losses, damages and costs (including, but not limited to, dtomeys' fees and expenses) incurred by Summa on account of any breach of this warranty. F. Summa, its directors, officers, agents and employees shall not be liable to the Member for any act, or failure to act, in connection with the Summa purchasing agreements, any distribution agreements or the Summa programs. In addition, Summa shall not have any liability to Member for any failure of a distribution agent to perform the service which it has agreed to provide in any distribution agreement. Without limithg the generality of the foregoing, Summa hereby disclaims and excludes any express or implied representation or warranty regarding any products or services which may be the subject of Summa purchasing agreements or any distribution agreement or the Summaprograms. G. Member agrees that it will keep strictly confidential and hold in trust all confidential information of Summa, not use it for any purpose other than to effectuate the purposes of this Agreement, nor disclose such confidential information to any third party, except upon Summa's prior written consentor as required under court order or the Freedom of Information Act (5 U.S.C. § 552). "Confidential Information" will consist of all information relating Summa Participation Agreement -K12 1 of 2 Rev: 12/06 to the prices and usage of any products or services contracted for and all information ofSumma relating to its programs, services and agreements of a proprietary or sensitive nature not readily available through sources in the public domain. H. This Agreement may not be transferred or assigned without the prior written consent of both parties hereto, provided, however, that Summamay assign this Agreement to any affiliate ofSumma without Member's consent. I. This Agreement, constitutes the entire agreement of the parties with respell to the transactions contemplated thereby. THEREFORE, in consideration of the premises and the covenants contained herein and other good and valuable consideration, the adequacy, receipt and sufficiency whereof are hereby acknowledged, the parties agre to the terms and conditions as outlined herein. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their respective authorized representatives. Member Name: Matthew E. Hawkesworth Title: Assistant City Manager Signature :i Date: Office Phone(626)569 -2107 Cell Phone: Address: 8838 E Valley Blvd City Rosemead ST: CA Zip Code. 91770 E -mail Address mhawkesworth(a cltVofrosemeadorg Summa Purchasing Group, LLC Signature: Title- Officer Date: Signature: Title: Sales Representative Mail original PA to the following address: Summa Purchasing Group, LLC 812 Placid View Court Keller, TX 76248 infogsummagrouo.ore Fax Participation Agreement to: (940) 293.1831 Summa Participation Agreement -K12 2 of 2 Rev: 12/06 Date: Please list your shipping locations: City Hall 8838 E Valley Blvd Rosemead CA 91770 626 -569 -2100 Summa Participation Agreement -K12 3 of 2 Rev: 12/06 RICOH BUSINESS SOLUTIONS DELIVERY & ACCEPTANCE CERTIFICATE Customer(Lessee): Lease Agreement Dated C ftlk4 4 Q0S � emu\, -03, aoVD J The above Customer hereby unconditionally represents and c:eitifies to Ricoh Americas Corporation ( "Ricoh "), and agrees, that:, 1. The following equipment, other personal property and software, if any, leased or otherwise provided to Customer or otherwise constituting collateral relating to the above lease, contract or schedule (the "Goods "), has been fully delivered and installed at Customer's place of business, has been inspected and tested by Customer and is operating in good working order to Customer's complete satisfaction, meets all of Customer's requirements and specifications, and is hereby irrevocably accepted by Customer: . Quantity Make or OtherDescripllon ,tilode,!Naure (ifany) - Serial # (Jfany) FICA E i�vl - t1 "f�JD V`11 I I.M22 ( V1 - �� t 5 D4 V) — — _�'�GJ`� -4GJZ1 W 2 0cj 0000 Attach additlonal pqe ifuecessary 2. There are no side agreements between Customer and any third party relating to the subject matter of the Contract, and no cancellation rights have been granted to Customer by Ricoh or any third patty. There is no "free demonstration" or "test" period , for the Goods. Customer has reviewed and understands all of the terms of the Contract, and Customer agrees that the Contract cannot be revoked or canceled or terminated early for any reason. Customer agrees that (i) Ricoh may insert the Contract or Lease number above and the Delivery Date below if either is missing following the Customer's signature below and (it) a facsimile of this document containing a facsimile of the Customer's signature shall be considered as valid and binding as the original for alt purposes. Instruction to Customer. Please sign this eertiftcate certifying that the Goods have been delivered, installed and accepted. Customer's /Lessee's Authorized Print Name: Delivery Date of the Goods: Signature: FICA E -3J - fZ •W CC ,��SV004 Maintenance Terms and Conditions (Rev. 4107) TO: THE HONORABLE MAYOR AND CITY COUNCIL FROM: JEFF ALLRED, CITY MANAGER 14 DATE: DECEMBER 13, 2011 SUBJECT: AWARD COPY /SCAN /FAX MACHINE CONTRACT 1 0. . SUMMARY The City last acquired new copy machines four years ago through a competitive bid process. While bids were received from multiple vendors, it was discovered that due to the nature of these contracts, the best prices had already been negotiated through Group Purchasing Organizations (GPO) such as U.S. Communities, Novation or CMAS. After conducting research over the past few months, it has been determined that the best rates continue to be those offered through GPOs rather than individual bids for smaller customers. Under typical use and maintenance, copy machines have a service life of three to five years. The current lease is for 48 months and we are starting to see more service issues with the equipment as it ages. Ricoh Americas Corporation, the manufacturer of our machines, has the contract with Novation and U.S. Communities and has provided an updated lease proposal that would provide the City with new machines similar to those which we currently use. The current machines have met the City's needs well, and the newer models will provide a few added benefits to allow staff to print more items in -house rather than contract out with other printers. Also, the cost for the new lease provides for a lower monthly lease rate and reduces per copy costs for any overages. Staff Recommendation Staff recommends that the City Council award the contract for Copy Machine Services under Proposal #2 to Ricoh Americas Corporation and authorize the City Manager to sign any necessary documentation. ANALYSIS The City currently has two copiers and a large scale scanner /printer leased from Ricoh Americas Corporation. These machines are four years old and are beginning to show the signs of their use with more frequent breakdowns and repairs. Through reviewing the options for soliciting proposals, it was determined that the most cost effective means of acquisition was to use pre- negotiated contracts through GPOs. For the City's needs, it will be most cost effective to utilize the Novation GPO for the primary machine located upstairs at City Hall and the color machine located in the basement of City Hall. For the wide format machine, the best price is through the U.S. Communities GPO. The City frequently uses these GPO contracts to purchase office supplies, computers and other office related equipment as it enables the City to take advantage of large volume discounts that would not normally be offered to Rosemead. ff EM z� APPROVED FOR CITY COUNCIL AGENDA: Page 1 of 3 City Council Meeting December 13, 2011 Under the pricing of Proposed Contract #1, the City's current equipment is being replaced with similar models and features but would include increased printing speed, reduced per copy page charges, and toner will be included with the wide format machine. Our current lease does not include toner for the wide format machine. In order to provide some additional benefits with new equipment, Proposed Contract #2 includes a higher volume color machine which includes a saddle stitch and folding option. These additional options would allow the City to bring in -house some of our current print jobs that are contracted out. This includes many of our tri -fold pamphlets and some of our smaller booklets and possibly even the calendar. Monthly Lease Per Current Contract Estimated Monthly Cost MP 9000 $1,076.48 $0.0063 —BAN $1,076.48 MP 3260 808.48 0.0113 - B/W 808.48 0.0815 -Color MPW 2400 511.68 0.0881 — B/W 505.00 Total Monthly Cost $2,389.96 Proposed Contract #1 Pro1357EX $1,742.40 $0.0055 —BM/ $1,742.40 MP C6501 0.0068 — B/W 0.074 — Color MP W3601 486.30 0.0461 — B/W 486.30 Total Monthly Cost $2,228.70 Proposed Contract #2 Pro 1357EX $1,898.54 $0.0055 —B/W 1,898.54 C7501 SP 0.0068 — B/W 0.074 — Color MP W3601 486.30 0.0632 — B/W 486.30 Total Monthly Cost $2,384.84 If the City Council were to elect not to enter a lease for new equipment, but to extend the current lease for another year, the lease is subject to a price increase which would bring the currently contract to $2,668.17 per month. Fiscal Analysis The 2011 -12 Budget includes funding for the lease agreement under the General Supplies budget for the City. It is projected that over the life of this agreement, additional funds will be saved through the ability to print more materials in -house without the need to utilize outside vendors for as many print jobs. Page 2 of 3 City Council Meeting December 13, 2011 PUBLIC NOTICE PROCESS This item has been noticed through the regular agenda notification process. Attachments: Ricoh Proposal Page 3 of 3 W l� . .. e' OF '` • • • Ism Jessica Simons, Account Executive David Bauguess, District Sales Manager 12750 Center Court Dr Suite 350 Cerritos, Ca 90703 USA Phone: (562) 403 -8725 Cell: (714) 296 -8369 Fax: (562) 402 -0709 Jessica. Simons&ricoh- usa.com • Ricoh MP 9000 lease ends December 2011 • Monthly Lease Payment: $1,076.48 (without tax) • Per page click rate for b/w overages: $.0063 • B/W Quarterly Allowance: 150,000 pages • Ricoh MP 3260C lease ends in December 2011 • Monthly Lease Payment: $808.48 (without tax) • Per page click rate for b/w overages: $.0113 • B/W Quarterly Allowance: 75,000 pages • Per page click rate for color overages: $.0815 • Color Quarterly Allowance: Pay Per Usage • Ricoh MPW 2400 lease ends July 2012 • Monthly Lease Payment: $505.00 (without tax) • Per page click rate for b/w overages: $.0881 • B/W Quarterly Allowance: 3,510 pages CURRENT TOTAL MONTHLY COST: $2,389.96 3 PROPOSED • • mim MP C6501 or 7501 SEF QDLOR copy /print/scan /fax 65/75 Black and White pages per minute 60/70 Color pages per minute Scanning Speed 125ipm B/W 115ipm full Col x Scan or E -Mail documents directly from the copier Fax from any PC and receive faxes to any PC Single pass duplexing Hot Spot Printing Capabilities 100 sheet bypass tray 150 Sheet document feeder 1200 dpi x 1200 dpi max print resolution 3,000 Sheet Stapler / Saddle Stitch Finisher 3 Hole Punch unit Multi Fold Unit 3,400 sheet capacity 2GB RAM (std. /max) and 320GB (160GB x 2) of Hard Disk Drive capacity provide ample resources to handle large color files Ricoh MP W3601 copy / print/scan • Reduce space requirements with the built -in color scanner. • Scan documents of all sizes and types: architectural drawings, sepias, blueprints, detailed maps, folded or wrinkled documents, oversized drawings, photos or posters. • Improve project workflow by scanning directly to e-mail, SMB, folder, FTP, URL, NCP and document server. • Copying Speed 6.4 ppm (D -Size) Output Capacity Top: 50 sheets @ AVID SEF (plain paper) (larger than AVID size cannot be stacked); Bottom: 40 sheets @ AO /E SEF (plain paper) Resolution 600 dpi 4 .. Overview: UP 1=1 Ricoh Pro Series Digital Imaging Systems are complete multifunction solutions that bring affordable production -class printing, copying, scanning, and document storage/ distribution capabilities to high volume environments. The 90 -ppm Pro 907EX, 110 -ppm Pro 1107EX, and 135 -ppm Pro 1357EX are designed to support a wider spectrum of document production applications while maintaining the speed, durability, and reliability demanded by large corporate departments, central reproduction departments and mailrooms, and print- for -pay establishments. The Ricoh Pro Series is engineered for maximum ease of use and uptime. Each system is easy enough for walk -up users to perform jobs correctly and use comfortably without intimidation in decentralized environments — yet powerful enough to execute complex jobs in a production environment when configured with the proper options. Production facilities require capacity to meet peak - period demands, as well as access to capabilities that are not easily executed by the typical user — like programming chapters, tab and /or cover insertion, and professional booklet or ring binding. Key Specifications: Key specifications and customer advantages that reflect the durability, flexibility, affordability, and productivity of the Ricoh Pro 907EX, Pro 1107EX, and Pro 1357EX product concept include: • Fast output speeds meet peak and sustained productivity demands. • Long lasting 2,500,000- impression OPC drum provides maximum life, minimal maintenance, and the lowest possible CPP factors. • Impressive media latitude throughout the system handles stocks up to 13" x 19.2" in size and up to 300g /m2 ( -170 lb. Index) in weight. • Multi -feed Detection Sensor and Air Assist technologies assures paper feeding reliability in high- speed /high - volume applications. 5 Key Specifications Continued: • Trained Customer Replaceable Unit (TCRU) technology minimizes service calls and downtime by training skilled operators to perform basic maintenance tasks. • The intuitive 10.4" full -color LCD control panel walks every user through job programming and maintenance steps reduces training needs and user errors. • A 320GB HDD stores thousands of pages for print -on- demand and cost -free electronic document distribution. • The versatile controller supports EFI Fiery and MicroPress solutions. • Output speeds up to 135 -ppm (Pro 1357EX) for maximum productivity. • Long lasting 2,500,000- impression OPC drum for maximum life, minimal maintenance, and the lowest possible CPP factors. • Greater media latitude throughout the system — support for stocks up to 13" x 19.2" in size and up to 300g/m2 ( -170 lb. Index) in weight. • Improved Multi -feed Detection Sensor and Air Assist technologies for greater paper feeding reliability in high - speed/high- volume applications. • Trained Customer Replaceable Unit (TCRU) technology minimizes service calls and downtime by training skilled operators to perform basic maintenance tasks. • A choice of eight (8) in -line finishing accessories, some with options of their own, which can be combined in multiple ways to meet any customer requirement. • Intuitive 10.4" full -color LCD control panel walks every user through job programming and maintenance steps, removing intimidation for novice users. • 320GB HDD stores thousands of pages for print -on- demand and cost -free electronic document distribution. • Versatile controller support with EFI Fiery and MicroPress solutions available for advanced needs in centralized production environments. • 4- channel CCD scanning array to capture images in full - color. • Hardware pricing that is a fraction of the cost of a Xerox DocuTech -class unit. G a. • Ricoh Pro 1357ex 48 Month FMV Lease • Per page click rate for b/w overages: $.0055 • B/W Quarterly Allowance: 150,000 pages Ricoh Mp C6501SP 48 Month FMV Lease • Per page click rate for b/w overages: $.0068 • B/W Quarterly Allowance: 75,000 pages • Per page click rate for color overages: $.074 • Color Quarterly Allowance: Pay Per Usage • Monthly Lease Payment: $1,742.40 (without tax) C •i:TTWINI a • Per page click rate for b/w overages: $.0461 • B/W Quarterly Allowance: 4,950 pages • Monthly Lease Payment: $486.30 (without tax) CURRENT MONTHLY COST: $2,389.96 PROPOSED MONTHLY COST: $2,228.70 tom' *Lease price includes maintenance agreement for entire lease term *Maintenance agreement includes all parts, supplies, labor, and toner *Pricing includes delivery, installation, and unlimited training for lease term *Color and black and white cost to be determine according to above options 7 RMMMI [41TONTRETWEWS • Ricoh Pro 1357ex 48 Month FMV Lease • Per page click rate for b/w overages: $.0055 • B/W Quarterly Allowance: 150,000 pages • Ricoh Mp C7501SP 48 Month FMV Lease • Per page click rate for b/w overages: $.0068 • B/W Quarterly Allowance: 75,000 pages • Per page click rate for color overages: $.074 • Color Quarterly Allowance: Pay Per Usage • Monthly Lease Payment: $1,898.54 (without tax) • Ricoh MP W3601 48 Month FMV Lease • Per page click rate for b/w overages: $.0632 • B/W Quarterly Allowance: 4,950 pages • Monthly Lease Payment: $486.30 (without tax) CURRENT MONTHLY COST: $2,389.96 PROPOSED O O $2,384.84 *Lease price includes maintenance agreement for entire lease term *Maintenance agreement includes all parts, supplies, labor, and toner *Pricing includes delivery, installation, and unlimited training for lease term *Color and black and white cost to be determine according to above options k Due to Price Book Updates f• • 2012 �! 40 ! :. • Calendars, tri -folds and other outsourcing would be able to be completed in house and as needed • Increase speed to 75 pages per minute • Total cost savings will increase as outsourcing costs are removed • All needs and desires will be met within the current budget • Courtesy Inclusion of embedded HotSpot MFP option lets mobile print users print directly from a laptop, handheld device or smart phone- including Blackberry® and iPhone® Standard interface 10BaseT /100BaseTX Ethernet (RJ -45), USB 2.0 on the new Ricoh MP C6501 or 7501 • Faxing capabilities will allow for fax to email and folder along with sending faxes from desktop on Ricoh MP C6501 or 7501 • Scan -to -Email (with LDAP support), Scan -to- Folder, Scan- to -URL, and optional Scan to Media (USB /SD Card) • One of the lowest Typical Electricity Consumption (TEC) values in the industry • Standard Data Overwrite Security System automatically overwrites the HDD after each job and standard HDD Encryption encodes stored files for maximum defense against hackers Easy -to- replace toner cartridge / Easy -to -grip paper tray handles • Increased print volume on Ricoh MP 2400 to prevent unexpected overages and toner inclusive cost per page which will provide additional savings • Lower cost per page on each machine • Ricoh MP C6501 or 7501 • Black and White • Color • Ricoh Pro 1357ex Black and White • Ricoh MP W3601 Black and White $.0113 to $.0068 $.0815 to $.074 $.0063 to $.0055 $.0881 to $.0632 • Easy -to- replace toner cartridge / Easy -to -grip paper tray handles Pnecng has been an a t rl°nit on_p )?traded pr060 10 Contact Title Ides onsibilit p Y Phone Number Jessica Account Primary contact 714.296.8369 Simons Executive for all inquires David District Sales Additional Account 562.965.6965 Bauguess Manager Support 24 HR Helpline Customer phone Provides telephone support 800 - 432 -9787 support line 24/7 Service /Supplies Customer Service/ Onsite service and 800 432 -9787 Supply Line supply ordering 11 S p 9 ��RPoRgTEO ROSEMEAD CITY COUNCIL STAFF REPORT TO: THE HONORABLE MAYOR AND CITY COUNCIL FROM: OLIVER C. CHI, CITY MANAGER &" t,— DATE: NOVEMBER 20, 2007 SUBJECT: AWARD COPY /SCAN /FAX MACHINE CONTRACT SUMMARY The City last acquired new copy machines approximately seven years ago. Under typical use and maintenance, copy machines have a service life of five years. As a result, Ricoh Americas Corporation, the manufacturer of our machines, is no longer manufacturing parts or toner. We were recently informed, that in the event one of our machines has a significant hardware failure, parts will likely not be available for repair. Based upon this information, staff solicited written bids for new copy equipment. Staff Recommendation Staff recommends that the City Council award the contract for Copy Machine Services to Ricoh Americas Corporation and authorize the City Manager to sign any necessary documentation. ANALYSIS The City currently has two Ricoh copiers, both located at City Hall. These copiers are seven years old and are no longer supported by the manufacturer. The reliability of these machines has also become a serious issue with frequent breakdowns and equipment failures. Based upon the urgency of replacing the City's current equipment, staff solicited bids from vendors in lieu of publishing a complete request for proposal. Based upon prior experience with the City and overall business reputation, staff requested proposals from IKON Office Solutions, MWB Business Solutions and Ricoh Americas Corporation. Unfortunately after numerous requests and phone conversations, the City's current vendor, IKON Office Solutions, did not submit a proposal. Once the initial proposals were received, staff met with personnel from both MWB Business Solutions and Ricoh Americas Corporation end discussed equipment features and recommendations. Some modifications were made to the original specifications and each vendor submitted a final proposal. Staff then conducted a thorough evaluation of costs, equipment features, and service reputation, and has made the recommendation of entering into a 48 -month contract with Ricoh Americas Corporation. A summary of the costs related to each proposal is listed on the following page. APPROVED FOR CITY COUNCIL AGENDA: 0 ' Page 1 of 2 F- -I L City Council Meeting November 20, 2007 0 MWB Business Systems Xerox 4595 CP and 7665 P $1,726.00 $0.008 — B/W $2,253.35 0.07 — Color Xerox 4595 CP -0- 0.008 — B/W 160.00 0.07 — Color Total Monthly Cost $2,413.35 Fiscal Analysis Included in the 2007 -08 Budget are funds for the lease and maintenance of our copy machines. We also have an existing grant for public safety technology equipment that will be used to purchase one machine to be located at the Public Safety Center. In total, the City will purchase outright one Ricoh Aficio MP 6500 machine for $17,861.25 and lease a Ricoh Aficio MP9000 at $703.63 per month and a Ricoh Aficio MP3260 at $550.99 per month The per copy charge on the machines will range between $0.005 and $0.009 for black and white and $0.065 for color. The projected annual cost for lease payments and copy charges is $25,000. PUBLIC NOTICE PROCESS This item has been noticed through the regular agenda notification process. Submitted by: Matthew E. Hawkesworth Assistant City Manager — Internal Business Units Attachments: A — Ricoh Proposal for MP6500 B — Ricoh Proposal for MP9000 C — Ricoh Proposal for MP3260 D — MWB Business Solutions Proposal Page 2 of 2 Monthly Lease Per Copy Charge Estimated Monthly Cost Ricoh Americas MP 9000 $703.63 $0.005 $953.63 MP 3260 550.99 0.009 - B/W 873.49 0.065 -Color MP 6500 -0- 0.007 175.00 Total Monthly Cost $2,002.12 MWB Business Systems Xerox 4595 CP and 7665 P $1,726.00 $0.008 — B/W $2,253.35 0.07 — Color Xerox 4595 CP -0- 0.008 — B/W 160.00 0.07 — Color Total Monthly Cost $2,413.35 Fiscal Analysis Included in the 2007 -08 Budget are funds for the lease and maintenance of our copy machines. We also have an existing grant for public safety technology equipment that will be used to purchase one machine to be located at the Public Safety Center. In total, the City will purchase outright one Ricoh Aficio MP 6500 machine for $17,861.25 and lease a Ricoh Aficio MP9000 at $703.63 per month and a Ricoh Aficio MP3260 at $550.99 per month The per copy charge on the machines will range between $0.005 and $0.009 for black and white and $0.065 for color. The projected annual cost for lease payments and copy charges is $25,000. PUBLIC NOTICE PROCESS This item has been noticed through the regular agenda notification process. Submitted by: Matthew E. Hawkesworth Assistant City Manager — Internal Business Units Attachments: A — Ricoh Proposal for MP6500 B — Ricoh Proposal for MP9000 C — Ricoh Proposal for MP3260 D — MWB Business Solutions Proposal Page 2 of 2 RICOH ORDER AGREEMENT RICOH BUSINESS SOLUTIONS Attachment A .39352 OFFICE OFFICE NAME DELIVERING OFFICE NUMBER I SPSN NAME AND NUMBER 183 Los Angeles East 183 Lay, Vatana 39352 DATE TYPE OF SALE: DELIVERING SPSN NAME AND NUMBER 07/31/2007 Sales Agreement Lay. Vatana 39352 SHIP TO AGREEMENT CONSISTS OF THIS PAGE, THE TERMS AND CONDITIONS, AND BILL TO MAINTENANCE TERMS ATTACHED. NAME: NAME: City of Rosemead City of Rosemead ADDRESS: ADDRESS: 8838 East Valley Blvd 8838 East Valley Blvd ADDRESS: ACCOUNT NUMBER ADDRESS: ACCOUNT NUMBER CITY ST ZIP COUNTY CITY ST ZIP COUNTY Rosemead CA 91770 Los Angeles Rosemead CA 91770 Los Angeles SHIP TO PHONE LIC OR SIC GROUP CODE CONTACT PHONE PRE - SCREEN 1 626 569-2107 Matt Hawkesworth 1 626 569 -2107 KEY DECISION MAKER PHONE# FAX# Matt Hawkesworth 1 626 569 -2107 BILLING INFORMATION BILLING INDICATOR P. 0. NO. NAT. CONT. BMA ❑BILL TO LOC [:]SHIP TO LOC LIMIT EXPIRE ARREARS RATE FACTOR BILL START DATE NAT. CONTRACT NO. 0000804168 RICOH INTERNAL USE ONLY RELEASE BY / BILLING MASTER BMS ORDER NO. STATUS APPROVAL CODE REVISION TYPE PROD ID DESCRIPTION RICOH MP 6500 DIGITAL MFP DROP SHIP SERIAL NO. MTR ROG QT Y 1 UNIT PRICE 16,500 EXT. 16.5W PRINT, SCAN, COPY, AND FAX ENABLED 3 HOLE PUNCH, BOOKLET MAKER FlNISHER MESSAGE SALES SUB TOTAL SERVICE SUB TOTAL 16,500 SUB TOTAL TAaE S----r ORDER TOTAL LESS PAYMENT AMOUNT DUE 16 1 1361.25 1 17861.25 1 1 17861.25 H no amount of taxes is shown above, applicable tax amounts will be determined and reflected on each invoice. In addition, any taxes shown above are estimated. Actual tax amounts, which may differ from the amounts stated above, will be determined and reflected on the invoice (Rev 11107) Sales Agreement RICOH ORDER AGREEMENT .39352 RICOH BUSINESS SOLUTIONS IMPORTANT:READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. TERMS OR ORAL PROMISES WHICH ARE NOT CONTAINED IN THIS WRITTEN AGREEMENT MAY NOT BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT BETWEEN YOU AND US. CHANGES MADE BY RICOH PERSONNEL OR ANYONE ELSE DO NOT BECOME PART OF YOUR AGREEMENT. YOU AGREE TO COMPLY WITH THE TERMS AND CONDITIONS OF THE AGREEMENT. THIS AGREEMENT IS NOT CANCELLABLE. YOU AGREE THAT THE EQUIPMENT WILL BE USED FOR BUSINESS PURPOSES ONLY AND NOT FOR PERSONAL. FAMILY OR HOUSEHOLD PURPOSES YOU CERTIFY THAT ALL THE INFORMATION GIVEN IN THIS AGREEMENT AND YOUR APPLICATION WAS CORRECT AND COMPLETE WHEN THE AGREEMENT WAS SIGNED. THIS AGREEMENT IS NOT BINDING UPON US OR EFFECTIVE UNTIL AND UNLESS WE EXECUTE THIS AGREEMENT THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY MAINTENANCE AGREEMENT CUSTOMER ACKNOWLEDGES BY INITIALING BELOW THAT THE MAINTENANCE AGREEMENT HAS I INITIALS BEEN FULLY EXPLAINED, OFFERED AND ACCEPTED BEEN FULLY EXPLAINED, OFFERED AND REJECTED CUSTOMER ALSO ACKNOWLEDGES THAT THEY ARE RESPONSIBLE FOR TONER SHIPPING AND HANDLING CHARGES. ACCEPTED: RICOH AMERICAS CORPORATION 5 DEDRICK PLACE WEST CALDWELL, NJ 07006 CUSTOMER NAME (BUSINESS ENTITY) BY: TITLE BY: TITLE PRINT NAME: DATE ACCEPTED DATE SIGNED By initialing in the space provided to the right, Customer acknowledges that it has received copies of the Terms and Cond@iona and Maintenance Agreement applicable to this Order Agreement. INITIALS UNCONDITIONAL GUARANTY In consideration of Ricoh entering into the above Agreement in reliance on this guaranty, the undersigned, together and separately, unconditionally and irrevocably guarantee to Ricoh, its successors and assigns, the prompt payment and performance of all obligations under the above Agreement. The undersigned agree that (a) this is a guaranty of payment and not of collection, and that Ricoh can proceed directly against the undersigned without disposing of any security or seeking to collect from Customer, (b) the undersigned waive all defenses and notices, including those of protest, presentment and demand, (c) Ricoh may renew, extend or otherwise change the terms of the Agreement without notice to the undersigned and the undersigned will be bound by such changes, and (d) the undersigned will pay all of Ricoh's costs of enforcement and collection. THIS GUARANTY WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY. PERSONAL: PERSONAL: BY .IMivilWlly By IAividually Atlbeea: AEOlcsa Socal Se ritV NuMbW. Soral Sea N Number. YYMeas: Wrinese'. (Rev 11/07) Sales Agreement 0 0 RICOHORDER AGREEMENT .39352 RICOH BUSINESS SOLUTIONS GENERAL TERMS AND CONDITIONS 1. Orders. Customer may acquire the products or services from Ricoh by executing and delivenrlg to Ricoh an Order Form for SOMPance. If Custaner has elected to execute a Lease Agreement, Customer shall be deemed to have assigned its right to purchase the Equipment to a third pony Lessor and to enter Into the Lease Agreement with such Lessor. These Geneal Terms and Conditions shall be incorporated by reference into any Order Forst, Lease Agreement or Maintenance Agreement; provided however, that, in Me event of any corn id between the terms of the Lease Agreement and these General Terns and Conditions. Me terms of the Lease Agreement shall control. 2. Pricing and ChargesfPayment Terms. Pacing far Maintenance Services may oe adjusted by Rican on w after each one -year anniversary of the effective dale of the Maintenance Agreement. Unless otherwise specified in any Order Fonn, payment to Ricoh fan products shall be net thirty (30) days from dale of invoice . Customer shall pay Ricoh intuit l on any past due payment at the highest rate pennMetl by applicable law, not to exceed 1.5% per month. 3. Taxes. Customer shall pay all sales and use taxes. personal property taxes and all other taxes and charges relalirg to the purchase, ownership, delivery, lease, possession or use of the Equipment a the provision of Maintenance Services. with the exception of any ta measured bums on or meased by Ricoh's and /or Lessors nret income. 4 Limited Waranties. Ricoh warrants to Customer that Maintenance Services shall be performed by Ricoh in accordance with industry standards. Ricoh further warams that, at ire time of delivery antl for a period of ninety (90) days thereafter the Equipment will be in good working order and will be free from any defects in material and workmanship. Ruxih s obligations under this wanamy are limned solely to the repair or replacement (at Ricoh's option) of parts proven to be detach" upon inspection. The foregoing warranty shall not apply (a) if Me Equipment is installed, wired, modified, altered. moved or Serviced by anyone other than Ricoh, or, (b) If the Equipment is installed, stored and utilized and/or maintained in a manner not consistent with Ricoh specifications a (c) K a defective or improper non -Ricoh accessory or Supply or part is ata@uo to or used In the Equipment, or (d) t Me Equipment is relocated to any place where Ricoh services are not available. CUSTOMER ACKNOWLEDGES THAT THE LJMMED WARRANTY CONTAINED HEREIN DOES NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE EQUIPMENT. THE FOREGOING LIMITED WARRANTIES DO NOT APPLY TO CONSUMABLE PARTS INCLUDING, BU-r NOT LIMITED TO DRUMS, CLEANING BRUSHES, FILTERS, HEAT AND OILER TUBES, PRESSURE PADS. LAMPS LENSES, FUSES, PAPER AND TONER, THE WARRANTIES EXPRESSED HEREIN ARE EXCLUSIVE AND RICOH HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 5. Limingon of Liability. RICOH SHALL HAVE NO LIABILITY TO CUSTOMER (OR TO ANY PERSON OR ENTITY CLAIMING THROUGH CUSTOMER) FOR LOST PROFITS, LOSS OF REVENUE, OR FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY MANNER CONNECTED WITH ANY ORDER FORM, LEASE AGREEMENT OR MAINTENANCE AGREEMENT, OR THE SUBJECT MATTER HEREOF OR THEREOF, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT RICOH HAS BEEN INFORMED OF. OR OTHERWISE MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 5 SHALL NOT APPLY TO DAMAGES RESULTING FROM THE WILLFUL MISCONDUCT OF RICOH OR ITS PERSONNEL. IN NO EVENT SHALL ANY LIABILITY OF RICOH TO CUSTOMER EXCEED THE AMOUNT PAID BY CUSTOMER TO RICOH PURSUANT TO ANY ORDER FORM, LEASE AGREEMENT OR MAINTENANCE AGREEMENT, AS APPLICABLE. 6. Governing Law. These General Terms and Conditions and the Maintenance Terms and Conditions below shall be construed In accordance with and governed by the substantive laws of the Stale of New Jersey, without regard to its conflicts of laws principles. 7. Entire Agreement These General Terms and Conditions and the Maintenance Terms and Conditions below comaruee the entire agreement between the parties and supersede all proposals, oral or written, and all other communications between the parties in relation to the Equipment. Customer agrees and acknowledges that R has not relied on any representation, wananty or provision not explicitly contained In these General Terms and Conditions and any Order Form, Lease Agreement and/or Maintenance Agreement, whether in wining. electronically communicated or In Orel form. Any and all repress m tuars, promises, warranties, or statements by any Ricoh agent, employee or representative that differ in any way from the terns of these Geneal Terms and Conditions and any Order Forth, Lease Agreement and/or Maintenance Agreement area be given no farce or effect. MAINTENANCE TERMS AND CONDITIONS 1. Maintenance Service_ Ricoh agrees to provide to Customer, during Ricoh's normal business hours. the maintenance service necessary to keep the Equipment In, or restore the Equipment to, good working order in accordance with Ricoh's policies than In effect This maintenance service includes maintenance based upon the specific needs of individual Equipment, as determined by Ricoh, and unscheduled, on-call remedial maintenance. For each unscheduled service call requested by the Customer, Rican shall have a reasonable time within which to respond. Maintenance will include lubrimbon. adjustments. and replacement of maintenance parts deemed necessary by Ricoh. Maintenance parts will be furnished on an exchange basis, and the replaced parts become the property of Ricoh. Maintenance service provided under this Agreement does not assure uninterrupted operation of the Equipment _ If available, maintenance service requested and Wormed outside Ricoh's normal business hours will be charged to the Customer at Ricoh's applicable time and material rates and terms then in effect. unless Ricoh and Customer have a wntien agreement providing for after -blurs maintenance service . This Agreement does not cover charges for installation of equipment or de- installation of equipment t n is moved. For purposes of these Maintemance Terms and Conditions. Equipment excludes any sollware and documentation described on the Order Form and/or incorporated or integrated in the Equipment. 2. Exclusions To Maintenance Service. Maintenance service provided by Ricoh under this Agreement does not Include: (a) Repair of damage or increase in service time caused by failure of Customer to provide continually a suitable installation environment with all facilities prescribed by Ricoh, including, bud not limited lo, the failure to provide, or the failure of, adequate electrical power, air-conditioning, or hurna ity<cnbol: (b) Repair of damage or increase in service time caused by: accident', disaster. which shall include but not to be limned to fire, good, water, wind, and lighting; transportation', neglect; power transients; abuse or misuse. failure of the Customer to follow Ricoh's published operating instructions; and unauthorized modifications or repair of Equipment by persons other than authorized representatives of Ricoh; (c ) Repair of damage or increase in service time caused by use of the Equipment fa purposes other than those for which designed; (d) Replacement of parts which are consumed in normal Equipment operation, unless specifically included, (e) Furnishing supplies or accessories, painting a refnishirg me Equipment or furnishing the material therefor, inspecting altered Equipment, performing senhoas connected With relDCabon Of Equipment or adding or removing accessories, atatllmems or other devices, (f) Repair of damage, replacement of pans (due to Other than normal wear) or rePetilive service wits caused by use of incompatible supplies: (g) Complete unit replacement or refurbishment at the Equipment; (h) Elecutcel work external to the Equipment or maintenance of accessories. attachments, or other devices not furnished by Ricoh, (I) Increase in service time caused by Customer denial of full and free access to the Equipment or denial of departure from Customers site. The foregoing excluded items, t performed by Ricoh, will be charged to Customer at Ricoh's applicable time and material rates then in effect. 3. invoicing. Charges for maintenance service hereunder will consist of a Basic Maintenance Charge, any applicable zone charge, and, it applicable, Meter Charges as staled below In this Agreement. In addition, Customer snail be responsible for paying all shipping and handling charges fa tone, even ff this Agreement Is a toner inclusive contract as set fond on the Ricoh Order Form, in accordance with the terms Stated on the Invoice. The Basic Maintenance Charge may be invoiced in advance. The Meier Charge (d applicable) or other maintenance charges will be invoiced periodically in arrears. The Basic Maintenance and Meter Charges for a partial month's service will be prorated on the basis of a thirty (30) day month. Payment is required within Me period stated on the invoice . 4. Engineering Changes. Engineering changes, determined applicable by Ricoh, will be controlled and installed by Ricoh. Engineering changes wmcn provide additional capabilities to the Equipment covered herein will be made, at Customers request at Ricoh's applicable time and matenal rates and terms then in effect . 5. Indemnification . Except as otherwise providetl in Section 5 of the General Terms and Conditions, Ricoh agrees to indemnify and hold Customer harmless tom and against any loss, cost, damage, claim, expense, or liability as a result of injury or death of any person or damage to any personal property of Customer which such personal injury or damage arses out of a in connection with the sole negligence of Ricoh or its employees in the performance of this Agreement. provided Ricoh receives prompt written notice of such personal injury or damage. and provided further that Ricoh shall have the sole control of the defense of any such action and all negotiations for its settlement or compromise. 6. Term and Termination. This maintenance agreement shall extend fa a period of one (1) year from its commencement dale and shall automatically renew, for additional one (1) year periods unless notice of nomenewal Is provided by ether party within thirty (30) days of the initial or any renewal term. NotviRhstanding the above, ether party may terminate a maintenance agreement for failure of the Other to comply with any of its terms and conditions in the event such noncompliance is not cured within thirty (30) days after the provision of notice of such noncompliance. Maintenance service penom sd by Ricoh after the termination of a maintenance agreement shall be charged to Customer at Ricoh's applicable time and material rates and terms then in effect . Ricoh may suspend performance under any maintenance agreement If Customer is in default or in arrears in payments to Ricoh under this or any Other agreement. 7. Meter Charges. If applicable, Customer also shall pay the monthly meter charges listed on the first page hereof for each copy made on Equipment subject to this Agreement The initial quarter following installation will Include the first partial month (t applicable) and matter charges for such partial month will be prorated. Meter readings shall be provided on a quarterly basis by Customer ad the request of Ricoh. e. Supplies. t supplies are Included in the service provided under this Agreement. Ricoh will supply black toner, ink and developer, unless otherwise stated in this Agreement, to Customer based upon normal yields. if Customers usage of the supplies exceeds the normal yields for the equipment being Serviced, Ricoh will invoice and Customer agrees to pay, for the excess supplies at Rican's current retail prices then in effect. (Rev 11/07) Sales Agreement 0 0 RICOH ORDER AGREEMENT RICOH BUSINESS SOLUTIONS Attachment B .39352 OFFICE OFFICE NAME DELIVERING OFFICE NUMBER SPSN NAME AND NUMBER 183 Los Angeles East 183 Lay, Vatana 39352 DATE TYPE OF SALE: DELIVERING SPSN NAME AND NUMBER 10/182007 Fair Market Value Lease Agreement Lay, Vatana 39352 SHIP TO AGREEMENT CONSISTS OF THIS PAGE, THE TERMS AND CONDITIONS, AND BILL TO MAINTENANCE TERMS ATTACHED. NAME: NAME: City of Rosemead City of Rosemead ADDRESS: ADDRESS: 8838 East Valley Blvd 8838 East Valley Blvd ADDRESS: ACCOUNT NUMBER ADDRESS: ACCOUNT NUMBER CITY ST ZIP COUNTY CITY ST ZIP COUNTY Rosemead CA I 91770 Los Angeles Rosemead CA 91770 Los Angeles SHIP TO PHONE LIC OR SIC GROUP CODE CONTACT PHONE PRESCREEN 1 626 569 -2107 Matt Hawkesworth 1 626 569 -2107 KEY DECISION MAKER PHONE# FAX# Matt Hawkesworth 1 626 569 -2107 BILLING INFORMATION BILLING INDICATOR P. 0. NO. NAT. CONT. BMA ❑ BILL TO LOG O SHIP TO LOC LIMIT EXPIRE ARREARS RATE FACTOR BILL START DATE NAT. CONTRACT N0. RICOH INTERNAL USE ONLY RELEASE BY I BILLING MASTER BIAS ORDER NO. STATUS APPROVAL CODE REVISION TYPE PROD ID DESCRIPTION DROP SHIP SERIAL NO. MTR ROG CITY AFICIO MP 9000 DIGITAL MFP TONER INCLUSIVE SERVICE CONTRACT DRUMS, PARTS, MAINTENANCE INCLUDED BLACK AND WHITE COPY CHARGE OF $ 0.005 IN EXCESS OF 150000 PER QUARTER PRINT, COPY, AND SCAN ENABLED 3 HOLE PUNCH, BOOKLET MAKER FINISHER MESSAGE SUB TOTAL TAXES ORDER TOTAL LESS PAYMENT AMOUNT DUE Fair Market Value Lease Agreement (Rev. 11/07) 0 0 RICOH ORDER AGREEMENT RICOH BUSINESS SOLUTIONS .39352 IMPORTANT READ BEFORE SIGNING. THE TERMS OF THE AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. TERMS OR ORAL PROMISES WHICH ARE NOT CONTAINED IN THIS WRITTEN AGREEMENT MAY NOT BE LEGALLY ENFORCED, YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT BETWEEN YOU AND US. CHANGES MADE BY RICOH PERSONNEL OR ANYONE ELSE DO NOT BECOME PART OF YOUR AGREEMENT. YOU AGREE TO COMPLY WITH THE TERMS AND CONDITIONS OF THE AGREEMENT. THIS AGREEMENT IS NOT CANCELLABLE, YOU AGREE THAT THE EQUIPMENT WILL BE USED FOR BUSINESS PURPOSES ONLY AND NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. YOU CERTIFY THAT ALL THE INFORMATION GIVEN IN THIS AGREEMENT AND YOUR APPLICATION WAS CORRECT AND COMPLETE WHEN THE AGREEMENT WAS SIGNED THIS AGREEMENT IS NOT BINDING UPON US OR EFFECTIVE UNTIL AND UNLESS WE EXECUTE THIS AGREEMENT. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY. MAINTENANCE AGREEMENT BY INITIALING IN THE SPACE PROVIDED TO THE RIGHT, CUSTOMER ACKNOWLEDGES INITIALS THAT THE MAINTENANCE AGREEMENT HAS BEEN FULLY EXPLAINED. CUSTOMER ALSO ACKNOWLEDGES THAT THEY ARE RESPONSIBLE FOR TONER SHIPPING AND HANDLING CHARGES. 'INITIALS' AFICIO MP 9000 DIGITAL MFP CUSTOMER ACKNOWLEDGES AND ACCEPTS PER BLACK AND WHITE COPY CHARGE OF $ 0.005 IN EXCESS OF 150000 PER QUARTER CUSTOMER ACKNOWLEDGES AND ACCEPTS THAT TONER IS INCLUDED AS PART OF THE GENERAL MAINTENANCE AGREEMENT ACCEPTED: RICOH AMERICAS CORPORATION LEASE AGREEMENT NO. OF PAYMENTS 48 PAYMENT FREQUENCY Monthly PAYMENT AMOUNT 650.00 CONTRACT TERM 48 PLUS TAX 53.63 18T PAYMENT DUE Upon Receipt TOTAL PAYMENT AMOUNT 703.63 END OF LEASE OPTION Fair Market Value ADVANCE PAYMENT AMOUNT acknoviled es that such Terms and Conditions are incorporated Into this Order Agreement. d no amount of taxes is shown above, applicable tax amounts will be determined and reflected on each Invoice. In addition, any taxes shown above are estimated. Actual tax amounts, which may d1Her from the amounts stated above, will be determined and reflected on the invoice IMPORTANT READ BEFORE SIGNING. THE TERMS OF THE AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. TERMS OR ORAL PROMISES WHICH ARE NOT CONTAINED IN THIS WRITTEN AGREEMENT MAY NOT BE LEGALLY ENFORCED, YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT BETWEEN YOU AND US. CHANGES MADE BY RICOH PERSONNEL OR ANYONE ELSE DO NOT BECOME PART OF YOUR AGREEMENT. YOU AGREE TO COMPLY WITH THE TERMS AND CONDITIONS OF THE AGREEMENT. THIS AGREEMENT IS NOT CANCELLABLE, YOU AGREE THAT THE EQUIPMENT WILL BE USED FOR BUSINESS PURPOSES ONLY AND NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. YOU CERTIFY THAT ALL THE INFORMATION GIVEN IN THIS AGREEMENT AND YOUR APPLICATION WAS CORRECT AND COMPLETE WHEN THE AGREEMENT WAS SIGNED THIS AGREEMENT IS NOT BINDING UPON US OR EFFECTIVE UNTIL AND UNLESS WE EXECUTE THIS AGREEMENT. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY. MAINTENANCE AGREEMENT BY INITIALING IN THE SPACE PROVIDED TO THE RIGHT, CUSTOMER ACKNOWLEDGES INITIALS THAT THE MAINTENANCE AGREEMENT HAS BEEN FULLY EXPLAINED. CUSTOMER ALSO ACKNOWLEDGES THAT THEY ARE RESPONSIBLE FOR TONER SHIPPING AND HANDLING CHARGES. 'INITIALS' AFICIO MP 9000 DIGITAL MFP CUSTOMER ACKNOWLEDGES AND ACCEPTS PER BLACK AND WHITE COPY CHARGE OF $ 0.005 IN EXCESS OF 150000 PER QUARTER CUSTOMER ACKNOWLEDGES AND ACCEPTS THAT TONER IS INCLUDED AS PART OF THE GENERAL MAINTENANCE AGREEMENT ACCEPTED: RICOH AMERICAS CORPORATION CUSTOMER NAME (BUSINESS ENTITY) 5 DEDRICK PLACE WEST CALDWELL, NJ 07006 BY: TITLE BY: TITLE PRINT NAME: DATE ACCEPTED DATE SIGNED By initialing in the space provided to the right, Customer acknowledges that it has received copies of the Terms and INITIALS Conditions of Sale or Lease Agreement and Maintenance Agreement, as :applicable to this Order Agreement and acknoviled es that such Terms and Conditions are incorporated Into this Order Agreement. UNCONDITIONAL GUARANTY In consideration of Ricoh entering into the above Agreement in reliance on this guaranty, the undersigned, together and separately, unconditionally and irrevocably guarantee to Ricoh, its successors and assigns, the prompt payment and performance of all obligations under the above Agreement. The undersigned agree that (a) this is a guaranty of payment and not of collection, and that Ricoh can proceed directly against the undersigned without disposing of any security or seeking to collect from Customer, (b) the undersigned waive all defenses and notices, including those of protest, presentment and demand, (c) Ricoh may renew, extend or otherwise change the terms of the Agreement without notice to the undersigned and the undersigned will be bound by such changes, and (d) the undersigned will pay all of Ricoh's costs of enforcement and collection. THIS GUARANTY WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY. PERSONAL: PERSONAL: BY Indiviwelly BY Jrgividually Address: Address: Sodel Security Nun sadal Be=" NunEer. Witness: Witness: Fair Market Value Lease Agreement (Rev. 11107) 0 0 RICOHORDER AGREEMENT .39352 RICOH BUSINESS SOLUTIONS GENERAL TERMS AND CONDITIONS 1 Orders. Customer may acquire the products or services from Ricoh by executing and delivering to Ricoh an Order Forth for accelxarre. ff Customer has elected to execute a Lease Agreement, Customer shall be deemed to have assigned its right to purchase the Equipment to a third party Lessor and to enter into the Lease Agreement wffh such Lessor. These General Terms and Conditions shall be incorporated by reference into any Order Form, Lease Agreement or Maintenance Agreement; provided, however, mat, In the event of any conflict between the terms of the Lease Agreement and these General Terms and Conditions, the terms of the Lease Agreement shall control. 2. Pricing and Charges/Payment Terms. Pricing for Maintenance Smites may be adjusted by Ricoh on or after each one -year anniversary of the effective date of the Maintenance Agreement. Unless otherwise specified in any Order Fortis payment to Ricoh for products shall be net thirty (30) days from date of invoice. Customer shall pay Ricoh interest on any past due payment 0 the highest rate permitted by applicable law. not to exceed 1.5% per rordh. 3. Texas. Customer shall pay all sales and use taxes, personal property taxes and all other taxes and charges relating to the purchase, ownership, delivery, lease, possession or use of the Equipment or the provision of Maintenance Services, with the exception of any taxes on or measured by Ricoh's and/or Lessors net income. 4. Limited Warranties. Ricoh warrants to Customer that Maintenance Services shall be performed by Ricoh in accordance with industry standards. Ricoh further warrants that. at the time of delivery and for a period of ninety (90) days thereafter the Equipment will be in good working order and Will be free from any defects in maternal and workmanship. Ricons obligations under this wartamy, are limited solely to the repair a mplac mm, (W Ricoh's option) of We proven to be defective upon inspection. The foregoing ""My shall not apply (a) if the Equipment is installed, wired, modified, altered, moved or serviced by anyone other than Ricoh, or, (b) ff the Equipment is installed, stored and utilized and/or maintained in a manner not consistent with Ricoh specifications or (c) if a defective or improper non -Ricoh accessory or supply or part Is attached to or used in me Equipment. or (d) 0 the Equipment is relocated to any place where Ricoh services are not available. CUSTOMER ACKNOWLEDGES THAT THE LIMITED WARRANTY CONTAINED HEREIN DOES NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE EQUIPMENT. THE FOREGOING LIMITED WARRANTIES DO NOT APPLY TO CONSUMABLE PARTS INCLUDING, BUT NOT LIMITED TO DRUMS, CLEANING BRUSHES. FILTERS, HEAT AND OILER TUBES, PRESSURE PADS, LAMPS LENSES, FUSES, PAPER AND TONER. THE WARRANTIES EXPRESSED HEREIN ARE EXCLUSIVE AND RICOH HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 5. Unnitatlon of Liability. RICOH SHALL HAVE NO LIABILITY TO CUSTOMER (OR TO ANY PERSON OR ENTITY CLAIMING THROUGH CUSTOMER) FOR LOST PROFITS, LOSS OF REVENUE, OR FOR SPECIAL. INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY MANNER CONNECTED WITH ANY ORDER FORM, LEASE AGREEMENT OR MAINTENANCE AGREEMENT, OR THE SUBJECT MATTER HEREOF OR THEREOF, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT RICOH HAS BEEN INFORMED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 5 SHALL NOT APPLY TO DAMAGES RESULTING FROM THE WILLFUL MISCONDUCT OF RICOH OR ITS PERSONNEL. IN NO EVENT SHALL ANY LIABILITY OF RICOH TO CUSTOMER EXCEED THE AMOUNT PAID BY CUSTOMER TO RICOH PURSUANT TO ANY ORDER FORM, LEASE AGREEMENT OR MAINTENANCE AGREEMENT, AS APPLICABLE, 6. Governing Law, These General Terms and Conditions and the Maintenance Terms and Conditions below shall be construed in accordance with and governed by the substantive laws of the State of New Jersey. wiaroul regard to its conflicts of laws principles. 7. Endrs Agreement These General Terns and Conditions and the Maintenance Terns and Conditions below constitute the entire agreement between the parties and supersede all proposals, oral or written, and all other communications between me parties in relation to the Equipment. Customer agrees and acknowledges than it has not relied on any representation. warranty or provision not explicitly contained in these General Terms and Conditions and any Order Form, Lease Agreement and/or Maintenance Agreement, whether in wining, electronically communicated or in oral forth. Any and all representations, promises, warranties, or statements by any Ricoh agent, employee or representative that differ In any way from the terns of these General Terms and Conditions and any Order Form, Lease Agreement and/or Maintenance Agreement shall be given no force or effect. MAINTENANCE TERMS AND CONDITIONS 1. Maintenance Service. Ricoh agrees to provide to Customer, during Ricoh's normal business hours, the maintenance service necessary to keep the Equipment in, or restore the Equipment lo, good working order in accordance with Ricoh's policies then in effect. This maintenance service includes maintenance based upon the specific needs of individual Equipment. as determined by Ricoh, and unscheduled, on -call remedial maintenance. For each unscheduled service call requested by the Customer, Ricoh shall have a reasonable time within which to respond. Maintenance will include lubrication, adjustments, and replacement of maintenance parts deemed necessary by Ricoh. Maintenance pans will oh furnished on an exchange basis, and the replaced pans become the ProPa y of Ricoh. Maintenance service Provided under this Agreement does cot assure uninterrupted operation of the Equipment. If available, maintenance service requested and performed outside Ricoh's normal business hours will be charged to the Customer at Ricoh's applicable time and material rates and terms then in effect, unless Ricoh and Customer have a written agreement providing for after -hours maintenance smite. This Agreement does not cover charges for installation M equipment or de- installation of equipment 9 it is moved. For purposes of these Maintenance Terms and Conditions, Equipment excludes any software and documentation described on the Order Form anWlor incorporated or integrated in the Equipment. 2. Exclusions To Maintenance Service. Maintenance service provided by Ricoh under this Agreement does not include: (a) Repair of damage or increase in service time caused by fagure of Customer to provide continually a suitable installation ermironment with all facilities prescribed by Ricoh, including, but not limited to, the failure to provide, or the failure of, adequate electrical power, air - conditioning. or humidity-control; (b) Repair of damage or increase in service time caused by accdeM'. disaster, which shall intlWe but not to be limited to fire, flood, water, wind, and lighting; transportation neglect; power transients; abuse or misuse, failure M the Customer to follow Ricoh's published operating instructions; and unauthorized modifications or repair of Equipment by persons other than authorized representatives of Ricoh, (c ) Repair of damage or increase in service time caused by use of the Equipment for purposes other than those for which designed: (d) Replacement of parts which are consumed in normal Equipment operation. unless specifically Included, (e) Furnishing supplies or accessories, painting or refinishing the Equipment or furnishing the material therefor, inspecting shared Equipment , performing smices connected with relocation of Equipment or adding or removing accessories, attachments or other devices; (1) Repair of damage. replacement of Parts (due to other than nominal wear) or repetitive service rags caused by use of incompalible supplies: (g) Complete unit replacement or refurbishment of the Equipment; (h) Electrical work external to the Equipment or maintenance of accessories, attachments or other devices not furnished by Ricoh, (t) Increase in ,Nice time caused by Customer denial of WII and free access to the Equipment or denial of departure from Customers site The foregoing excluded items, ff performed by Ricoh, will W charged to Customer at Ricoh's applicable fime and material rates then in effect. 3. Invoicing. Charges for maintenance service hereunder will consist of a Basic Maintenance Charge, any applicable zone charge, and, ff applicable, Meter Charges as stated below in this Agreement. In addition. Customer shall be responsible for paying all shipping and handling charges for loner, even it this Agreement is a toner inclusive contract as set forth on the Ricoh Order Form, in accordance with the terms stated on the invoice. The Basic Maintenance Change may be invoiced in advance . The Meter Charge (a applicable) or other maintenance charges will be invoiced periodically in arrears. The Basic Maintenance and Meter Charges for a partial month's service will be prorated on the basis of a thirty (30) day month . Payment is required within the period slated on the invoice . 4. Engineering Changes. Engineering changes, determined applicable by Ricoh. will be controlled and Installed by Ricoh. Engineering changes which provide additional capabilities to the Equipment covered harem will be, made in Customers request M Ricoh's applicable time and material rates and terms then in effect. 5. Indemnification. Except as otherwise provided in Section 5 of the General Terms and Conditions, Ricoh agrees to indemnify and hold Customer harmless from and against any loss. cost, damage, claim, expense, or liability, as a result of injury or death of any person or damage to any personal property of Customer which such personal injury or damage anises out of or in connection with the sole negligence of Ricoh or its employees In the performance of this Agreement, provided Ricoh receives prompt written notice of such personal injury or damage, and provided further that Ricoh shall nave the sole control of the defense of any such action and all negotiations for its settlement or compromise. 6. Term and Termination. This maintenance agreement shall extend for a period M one (1) year from its commencement date and shall automatically renew for adddioral one (1) year periods unless notice of nonrenewal is provided by either perky within thirty (30) days of the initial or any renewal term. Notwithstanding the above, either parry may terminate a maintenance agreement for failure of the other to comply with any of its terms and conditions in the event such noncompliance is not cured within thirty (30) days after the provision of notice of such noncompliance. Maintenance service performed by Ricoh after the termination of a maintenance agreement shall be charged to Customer at Ricoh's applicable gone and matenal rates and terms then in effect. Ricoh may suspend performance under any maintenance agreement ff Customer is in default or in arrears in payments to Ricoh under this or any other agreement. 7. Meter Charges. If applicable, Customer also shall pay the monthly meter charges listed on the first page hereof for each copy made on Equipment subject to this Agreement. The initial quarter following installation will include the first partial month (ff applicable) and meter charges for such partial month will be prorated. Meter readings shall be pmvided on a quarterly basis by Customer M the request M Ricoh. 8. Supplies. If supplies are included in the service provided under this Agreement, Ricoh will supply black toner, ink and developer, unless otherwise slated in this Agreement, to Customer based upon normal yields. If Customers usage of the supplies exceeds the normal yields for the equipment being serviced, Ricoh will invoice and Customer agrees to pay, for the excess supplies at Ricoh's current retail once$ men in effect. Fair Market Value Lease Agreement (Rev. 11/07) RICOH• LEASE AGREEMENT • .39352 RICOH BUSINESS SOLUTIONS TO OUR VALUED CUSTOMER: This Lease Agreement ('Lease) has been written in -Plain English.' When we use the words you and your in this Lease, we mean you. our customer. which is the Lessee indicated below. When we use the words we, ue, and our in this Lease, we mean the Lessor, Ricoh Americas Corporation or a third party Lessor, as assignee as agreed in Section 8 below. 1. LEASE: This Lease establishes the general terms and conditions under whim we lease to you the equipment described in the Order Agreement. dated 2. TERM AND RENT: This Lease is effective on the date that t is accepted and signed by us, and the tern begins on that date or any later date mat we designate (the 'Commencement Date') and continues thereafter for the number of months indicated above. You will sign a separate Equipment delivery and acceptance certificate and we may also confirm your acceptance by telephone. and any such telephone confirmation shall have the same binding legal affect on you as a signed delivery and acceptance certificate. Payments will be due as invoiced by us umil the balance of the Lease Payments and any additional Lease Payments or expenses chargeable to you under the Lease are paid in full. YOUR OBLIGATION TO PAY THE LEASE PAYMENTS AND OTHER LEASE OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL AND ARE NOT SUBJECT TO CANCELLATION, REDUCTION, SETOFF OR COUNTERCLAIM. THIS LEASE IS NON - CANCELABLE. 3. LATE CHARGESIDOCUMENTATION FEES: If a Lease Payment is not made within 10 days of when due, you will pay us, within one month, a late charge of 5% of the payment w $10.00. whichever is greater, but only to the extent permitted by law. 4. SELECTION OF EQUIPMENT /DISCLAIMER OF WARRANTIES: You have selected the Equipment and the supplier hoot whom we agree to purchase Me Equipment 0 your request. We are col the manufacturer of the Equipment and we are leasing the Equipmentd to you 'ASdS'. You have selected the Equipment and we MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. We transfer to you for the tens of this Lean all warranties. Many, made by the manufacturer. YOU ALSO ACKNOWLEDGE THAT NO ONE IS AUTHORI%F!1 TO WAIVE OR CHANGE ANY TERM, PROVISION OR CONDITION OF THIS LEASE AND EXCEPT FOR THE MANUFACTURER WARRANTIES, MAKE ANY REPRESENTATION OR WARRANTY ABOUT THE LEASE OR THE EQUIPMENT. WE SHALL NOT BE LIABLE FOR ANY DELAYS IN MAKING DELIVERIES OR REPAIRS NOR IN ANY EVENT FOR SPECIAL, RESULTING OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT OCCASIONED BY ANY BREACH OF WARRANTY OR REPRESENTATION OR RESULTING FROM THE USE OR PERFORMANCE OF THE EQUIPMENT. YOUR OBLIGATION TO PAY IN FULL ANY AMOUNT DUE UNDER THIS LEASE WILL NOT BE AFFECTED BY ANY DISPUTE, CLAIM, COUNTERCLAIM, DEFENSE OR OTHER RIGHT WHICH YOU MAY HAVE OR ASSERT AGAINST THE SUPPLIER OR THE EQUIPMENT MANUFACTURER, 5. TITLE, PERSONAL PROPERTY, LOCATION AND INSPECTION: Unless you have a $1.00 purchase oplim, "will have tide to the Equipmerll. M you have a $100 purchase option and/or the Lease purchase option is deemed to be a security agreement, you grant us a security interest in the Equipment and all proceeds thereof. You have the right to use the Equipment for the full Lean tern provided you comply with the terms and conditions of the Lean. Although the Equipment may become attached to real estate, it remains personal property and you agree not to permit a lien to be placed upon the Equipment or to remove the Equipment without our prior wnften consent. lf we feel it is necessary. you agree to provide us will waivers of interest or liens, from anyone claiming any interest in the real estate on which any hem of Equipment is located. We also have the ngM, at reasonable times. to inspect the Equipment. 6. USE, MAINTENANCE AND REPAIR: During the term of this Lease, you are required, at your own cost and expense, to maintain in full force and effect a maintenance agreement with Ricoh or a third party which has been authorized to service and maintain the Equipment by the manufacturer, and to keep the Equipment in good repair, condition and working order, except for ordinary wear and tear, and you will supply all parts and servicing required. All replacement parts used or installed and repairs Made to the Equipment will become our property. You may, with our poor wrMlen consent, make moderations to Me Equipment; provided such modMimtios do not reduce the value m usefulness of the Equipment or result in the loss of any warranty or any certification necessary for the maintenance of the Equipment and such rtodRCations must be easily removable without causing damage to the Equipment. Before retuning the Equipment, you agree to remove such modifications and restore the Equipment to is original condition. t you fail to remove Such modMOmOrs, wit are deemed tit owner of such modifications. IN THE EVENT THE LEASE PAYMENTS INCLUDE THE COST OF MAINTENANCE AND/OR SERVICE BEING PROVIDED BY THE SUPPLIER AND/OR THE MANUFACTURER OF THE EQUIPMENT, YOU ACKNOWLEDGE THAT IF THIS LEASE IS ASSIGNED, THE ASSIGNEE LESSOR IS NOT RESPONSIBLE FOR PROVIDING SUCH MAINTENANCE AND /OR SERVICE FOR THE EQUIPMENT. YOU WILL MAKE ALL CLAIMS FOR SERVICE AND/OR MAINTENANCE SOLELY TO THE SUPPLIER AND/OR MANUFACTURER AND SUCH CLAIMS WILL NOT AFFECT YOUR OBLIGATION TO MAKE ALL REQUIRED LEASE PAYMENTS TO THE ASSIGNEE LESSOR. YOU FURTHER ACKNOWLEDGE THAT RICOH MAY INCREASE MAINTENANCE CHARGES BY LIP TO 10% ANNUALLY. 7. ASSIGNMENT: YOU AGREE NOT TO TRANSFER, SELL, SUBLEASE, ASSIGN, PLEDGE OR ENCUMBER EITHER THE EQUIPMENT OR ANY RIGHTS UNDER THIS LEASE WITHOUT OUR PRIOR WRITTEN CONSENT. You agree that we may Sell, assign or transfer this Lean andlor the Equipment and, M we do, the new owner will have the Same rights and behards that we now have but will not have to perform and will not be liable for any of our obligations and that the rights of the nex assignee Lessor, whether or not you have been notified of such assignment, will not be subject to any claims, defenses. or sat-offs Mal you may have against us. Any such assignment, Sale or transfer of Mils Lease or the Equipment will not relieve us of of obligations to you under this Lease . Fair Market Value Lease Agreement (Rev. 11/07) & END OF TERM OPTION: Upon at least sixty (60) days but not more than one hundred twenty (120) days written notice to us prior to the expiration of the Lease tans, you shall advise ce of your intention to enter exercise any purchase option that has been gmnted to you m return the Equipment to us at the end of the Lease term. Provided you have given such timely notice. you shall either purchase or Mum the Equipment to us, freight and insurance prepaid in good repair, condition and working order. Ordinary wear and tear excepted. M a manner and to a location designated by US. H you fail to notify us. or having notified us, you fall to purchase or Mum the Equipment as provided herein, MIS Lease shall renew for consecutive sixty (60) day penods and you agree to continue to make Lease Payments at the same monthly Lease Payments as set fond in the Lease subject to the right of either pally to termnae the Lease upon sixty (60) days written notice, in which rase you will immediately deliver the Equipment to us as required in this paragraph Upon expination of the Lease term, provided you are not in defaut, you shall have the option to purchase all but not less Man all of the Equipment on the terms as indicated above. We will use our reasonable judgment to determine the Equipment's Mir market value for all fair market value purchase options which shall be based on the Equipment remaining in place . 9. LOSS OR DAMAGE: You are responsible for the nsk of loss or destruction of, or damage to the Equipment. No such loss or damage relieves you from any obligation under Mis Lease. You agree to pmmp0y ratify us of any loss or damage to the Equipment and you will pay to us the present value of the total of all unpaid Lease Payments for the full Lease term, plus either the fair Markel value of the Equipment at the end of the originally scheduled Lean term as reasonably determined by us or any End of Term Option price slated on the Lean, whichever is greater (the 'FMV`), with the accelerated Lawn Payments and the FMV discounted at 5% per annum, plus, t applicable, reasonable costs of collecgon and saomeyi fees, whereupon the Lean shall terminate. All proceeds of insurance received by us will be applied to the amount due under this section 8. 10. INDEMNITY: We are col responsible for any losses or injuries caused by the Equipment and you agree to reimburse us for and to indemnity and defend us against any claim for losses or injuries caused by Me Equipment except M caused by our gross negligence or willful misconduct. This indemnity will continue even ater the termination of this Lean 11. TAXES: You agree to pay all license and registration fees, sale and use taxes, personal property taxes and all other taxes and charges, relating to the ownership, leasing, rental, Sale, purchase, possession or use of the Equipment as pan of the Lean Payment or as billed by us. You agree that M we pay any taxes or charges on your behalf, you will reimburse us for all such payments with the next Lean Payment 12, INSURANCE: During the tens of this Lease, you will keep the Equipment insured against all risks of loss or damage in an amount not less than the replacement cost of the Equipment without deductible and Without co-insurance. You will also obtain and maintain for the term of each Lease. comprehensive public liability insurance covering both personal injury and property damage. We will be the sole named loss payee on the property insurance and named as an additional Insured on the public liability insurance. You will pay all premiums for Such insurance and must deliver proof of insurance coverage satisfactory to us m or before the Commencement Dale. It you do not so provide evidence of such insurance, you agree that we have the ngM, but not the obligation, to obtain such insurance and add an insurance fee to the amount due from you on which we make a profit and you agree to pay us an additional monthly charge to reimburse us far the insurance premium and our current insurance administrative fee on which we may Make a profit. 13 DEFAULT: You are In default of this Lease M any of the following occurs: a) you fail to pay any Lease Payment or other sum when due: b) you breach any Wanaty or other obligatim under this Lean, or any other agreement with us: c) you, any partner or any guarantor dies. you became insolvent or unable to pay your debts when due: you stop doing business as a going content: you merge, consolidate, transfer all or Substantially all of your assets: you make an assignment for the benerd of creditors or you undergo a substantial detencrabon in your financial condition ; or d) you, any guarantor or any pannier. voluntarily file Or have filed against you or it involuntarily, a petition or Ilquidatio, reorganization, adjustment of debt or similar relief under Me Federal Bankruptcy Code or any other present or future federal of state bankruptcy or insolvency lax, or a trustee, receiver or liquidator is appointed for you or it or a substantial pan of your or As assets. 14. REMEDIES: We have the following remedies it a default should occur '. a) upon written notice for liquidated damages for loss of the bargain and not as a penalty, declare the entire balance of the unpaid Lease Payments for the full term immediately due and payable and demand and receive ail Lean Payments and any other payments then accrued and those that are accelerated untler the Lease or any other agreement plus tlx: FMV (as defined in Section 8) with all accelerated Lease Payments and the FMV discounted at 3% per annum, but only to the exlent pennMed by law; b) charge you Interest on all monies due us at the rate of eighteen percent (18 %) per year from the dale of default until paid, but In m event more than the maximum rate permitted by law', c) and require ghat you relum the Equipment to us and in the event you fail to Tatum the Equipment, enter upon the premises peaceably with or without legal process where the Equipment Is located and repossess the Equipment. Such return or repossession of the Equipment will not constitute a termination of this Lean unless we expressly notify you in writing that t is terminated. In the event the Equipment is retuned to or repossessed by us, we will sell or re-rent the Equipment to any persons with any terns vve determine, at one or more public or private sales, with w without notice to you. and apply the net proceeds after deducting the costs and expenses of shah Sale or re -rent to your obligations with you remaining liable for any deficiency . 0 0 R1 CO H LEASE AGREEMENT RICOH BUSINESS SOLUTIONS The credit for any sums to be received by us from any such remal shall be discounted to the date of the agreement at six percent (6 %) per year You are also required to pay (i) all expenses incurred by us in connection with the enforcement of any remedies, including all expenses of repossessing, storing, shipping . repairing and selling the Equipment, and (ii) reasonable aftomeys' leas. 15. WARRANTY OF BUSINESS PURPOSE: You warrant and represent that the Equipment will be used for business purposes, and not for personal, family or household purposes. 16. UGC FILINGS. You authorize us to file a financing statement covering the Equipment . H we feel it is necessary. you agree to submit financial statements (audited 0 available) on a quarteniy basis. 17. MISCELLANEOUS: Written notices will be deemed to have been given when delivered personally within 3 days after being deposited in Me United States mail, postage prepaid , or the next business clay If sent by overnight courier, and addressed to the redpierd at its address above or al any other address subsequently provided in wining. This Lease Agreement cemains the entire agreement and understanding of the parties. No agreements or understandings are binding on the parties unless set forth in writing and signed by the parties. Any provision of this Lease which for any reason may be held unenforceable shall be ineffective without invalidating the remaining provisions of Mis Lease. You agree that a facsimile ropy of this Lease with facsimile signatures may be treated as an original for the purpose of Ming admissible as evidence of the Lease. If you elect to transmit this Lease by facsimile, you agree Mel, 9 we elect to do so in our sole discretion, the only version of this Lease Mat is Me original for all purposes under the UCC is the version containing your facsimile signature and our anginal signature and you waive rotke of our acceptance of this Lease and receipt of a copy of the originally signed Lease. Lessor Lessee Authorized Signature Authorized Sigrlatura .39352 19. UCC — ARTICLE 2A PROVISIONS. You agree that this Lease is a Finance Lease as that term is darned in Article 2A of the UCC. You acknowledge that we have given you the name of the Supplier of the Equipment . We hereby notify you that you may have rights untler the contract with the Supplier and you may cemect the Supplier for a description of any rights or warranties that you may have under the supply contract . You waive any and all rights and remedies granted under Sections 2A -509 through 2A -522 of the UCC, including. but not limited to the right to repudiate Me Lease and reject the Equipmem; the right to cancel the Lease; the right to revoke acceptance of the Lease', the night to grant a security interest in the Equipment in your possession and control for any reason; or the nght to recover damages for any breach of warranty 19. CHOICE OF LAW. This Lease shall In all respects be Interpreted and all rights and liabilities of the parties under this Lease shall be determined and governed as to validity, Interpretation, enforcement and effect by the laws of the State of New Jersey except for local filing requirements. You consent and agree Mat non -exclusive jurisdiction, personal or otherwise, over you and the Equipment shall be with any State or Federal Courts of the State of New Jersey having jurisdiction over the subject matter. YOU ALSO IRREVOCABLY WAIVE YOUR RIGHT TO A TRIAL BY JURY. BY SIGNING THIS LEASE: p) YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS LEASE; (if) YOU AGREE THAT THIS LEASE IS A NET LEASE THAT YOU CANNOT TERMINATE OR CANCEL, YOU HAVE AN UNCONDITIONAL OBLIGATION TO MAKE ALL PAYMENTS DUE UNDER THIS LEASE, AND YOU CANNOT WITHHOLD, SET OFF OR REDUCE SUCH PAYMENTS FOR ANY REASON. Prim Name d Title Date Print Name & Tltie Date Fair Market Value Lease Agreement (Rev.11 /07) RICOH 0 0 RICOH BUSINESS SOLUTIONS DELIVERY & ACCEPTANCE CERTIFICATE Customer(Lessee): Lease Agreement Dated .39352 The above Customer hereby unconditionally represents and certifies to Ricoh Americas Corporation ( "Ricoh "), and agrees, that: 1. The following equipment, other personal property and software, if any, leased or otherwise provided to Customer or otherwise constituting collateral relating to the above lease, contract or schedule (the "Goods"), has been fully delivered and installed at Customer's place of business, has been inspected and tested by Customer and is operating in good working order to Customer's complete satisfaction, meets all of Customer's requirements and specifications, and is hereby irrevocably accepted by Customer: Quanthy Make or Other Description Model Name (if any) Serial # (if any) Attach additional page if necessary 2. There are no side agreements between Customer and any third party relating to the subject matter of the Contact, and no cancellation rights have been granted to Customer by Ricoh or any third party. There is no "free demonstration" or "test" period for the Goods. Customer has reviewed and understands all of the terms of the Contract, and Customer agrees that the Contract cannot be revoked or canceled or terminated early for any reason. Customer agrees that (i) Ricoh may insert the Contract or Lease number above and the Delivery Date below if either is missing following the Customer's signature below and (ii) a facsimile of this document containing a facsimile of the Customer's signature shall be considered as valid and binding as the original for all purposes. Instruction to Customer: Please sign this Certificate certifying that the Goods have been delivered, installed and accepted. Customer's /Lessee's Authorized Print Name: Delivery Date of the Goods: Signature: Fair Market Value Lease Agreement (Rev.11 /07) 0 0 Attachment C RICOH ORDER AGREEMENT RICOH BUSINESS SOLUTIONS .39352 OFFICE OFFICE NAME DELIVERING OFFICE NUMBER SPSN NAME AND NUMBER 183 Los Angeles East 183 Lay, Vatana 39352 DATE TYPE OF SALE: DELIVERING SPSN NAME AND NUMBER 10/18/2007 Fair Market Value Lease Agreement Lay, Valens 39352 SHIP TO AGREEMENTCONSISTSOFTHISPAGE .THETERMSANDCONDITIONS,AND BILL TO MAINTENANCE TERMS ATTACHED. NAME: NAME: City of Rosemead City of Rosemead ADDRESS: ADDRESS: 8838 East Valley Blvd 8838 East Valley Blvd ADDRESS: ACCOUNT NUMBER ADDRESS: CCOUNT NUMBER CITY ST ZIP COUNTY CITY *Los COUNTY Rosemead CA 91770 Los Angeles Rosemead COLOR COPY CHARGE OF $ 0.065 IN EXCESS Angeles SHIP TO PHONE UC OR SIC GROUP CODE CONTACT PRESCREEN 1 626 569 -2107 Matt Hawkesworth KEY DECISION MAKER PHONE # FAX # Matt Hawkesworth 1 626 569 -2107 3 HOLE PUNCH, BOOKLET MAKER FINISHER BILLING INFORMATION BILLING INDICATOR P. 0. NO. El NAT. CONT. BMA El BILL TO LOC ❑SHIP TO LOC LIMB EXPIRE ARREARS RATE FACTOR BILL START DATE NAT. CONTRACT N6 RICOH INTERNAL USE ONLY RELEASE BY/ BILLING MASTER BMS ORDER NO. STATUS APPROVAL CODE REVISION TYPE PROD ID DESCRIPTION DROP SHIP SERIAL NO. MTR RDG CITY AFICIO MP 3260 DIGITAL MFP SUB TOTAL TAXES ORDER TOTAL LESS PAYMENT TONER INCLUSIVE SERVICE CONTRACT DRUMS, PARTS, MAINTENANCE INCLUDED BLACK AND WHITE COPY CHARGE OF $ 0.009 IN EXCESS OF 75000 PER QUARTER COLOR COPY CHARGE OF $ 0.065 IN EXCESS OF 0 PER QUARTER PRINT, COPY, AND SCAN ENABLED 3 HOLE PUNCH, BOOKLET MAKER FINISHER MESSAGE SUB TOTAL TAXES ORDER TOTAL LESS PAYMENT AMOUNT DUE Fair Market Value Lease Agreement (Rev. 11107) 0 0 RICOH ORDER AGREEMENT RICOH BUSINESS SOLUTIONS 39352 LEASE AGREEMENT N0, OF PAYMENTS 48 PAYMENT FREQUENCY Monthly PAYMENT AMOUNT 509.00 CONTRACT TERM 48 PLUS TAX 41.99 1sT PAYMENT DUE Upon Receipt TOTAL PAYMENT AMOUNT 550.99 END OF LEASE OPTION Fair Market Value ADVANCE PAYMENT AMOUNT acknowledges that such Terms and Conditions are incorporated into this Order Agreement. H no amount of taxes Is shown above, applicable tax amounts will be determined and reflected on each Invoice. In addition, any taxes shown above are estimated. Actual tax amounts, which may differ from the amounts stated above, will be determined and reflected on the Invoice IMPORTANT:READ BEFORE SIGNING. THE TERMS OF THE AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE TERMS OR ORAL PROMISES WHICH ARE NOT CONTAINED IN THIS WRITTEN AGREEMENT MAY NOT BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT BETWEEN YOU AND US. CHANGES MADE BY RICOH PERSONNEL OR ANYONE ELSE DO NOT BECOME PART OF YOUR AGREEMENT. YOU AGREE TO COMPLY WITH THE TERMS AND CONDITIONS OF THE AGREEMENT. THIS AGREEMENT IS NOT CANCELLABLE YOU AGREE THAT THE EQUIPMENT WILL BE USED FOR BUSINESS PURPOSES ONLY AND NOT FOR PERSONAL FAMILY OR HOUSEHOLD PURPOSES. YOU CERTIFY THAT ALL THE INFORMATION GIVEN IN THIS AGREEMENT AND YOUR APPLICATION WAS CORRECT AND COMPLETE WHEN THE AGREEMENT WAS SIGNED THIS AGREEMENT IS NOT BINDING UPON US OR EFFECTIVE UNTIL AND UNLESS WE EXECUTE THIS AGREEMENT. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY. MAINTENANCE AGREEMENT BY INITIALING IN THE SPACE PROVIDED TO THE RIGHT, CUSTOMER ACKNOWLEDGES INITIALS THAT THE MAINTENANCE AGREEMENT HAS BEEN FULLY EXPLAINED. CUSTOMER ALSO ACKNOWLEDGES THAT THEY ARE RESPONSIBLE FOR TONER SHIPPING AND HANDLING CHARGES. ACCEPTED: RICOH AMERICAS CORPORATION 'INITIALS' AFICIO MP 3260 DIGITAL WP CUSTOMER ACKNOWLEDGES AND ACCEPTS PER BLACK AND WHITE COPY CHARGE OF S 0.009 IN EXCESS OF 75D00 PER QUARTER CUSTOMER ACKNOWLEDGES AND ACCEPTS PER COLOR COPY CHARGE OF $ 0.0651N EXCESS OF 0 PER OUARTER CUSTOMER ACKNOWLEDGES AND ACCEPTS THAT TONER IS INCLUDED AS PART OF THE GENERAL MAINTENANCE AGREEMENT TITLE ACCEPTED: RICOH AMERICAS CORPORATION CUSTOMER NAME (BUSINESS ENTITY) 5 DEDRICK PLACE WEST CALDWELL, NJ 07006 BY: TITLE BY: TITLE PRINT NAME: DATE ACCEPTED DATE SIGNED By initialing in the space provided to the right, Customer acknowledges that it has received copies of the Terms and INITIALS Conditions of Sale or Lease Agreement and Maintenance Agreement, as applicable to this Order Agreement and acknowledges that such Terms and Conditions are incorporated into this Order Agreement. UNCONDITIONAL GUARANTY In Consideration of Ricoh entering into the above Agreement in reliance on this guaranty, the undersigned, together and separately, unconditionally and irrevocably guarantee to Ricoh, its successors and assigns, the prompt payment and performance of all obligations under the above Agreement. The undersigned agree that (a) this is a guaranty of payment and not of collection, and that Ricoh can proceed directly against the undersigned without disposing of any security or seeking to Collect from Customer, (b) the undersigned waive all defenses and notices, including those of protest, presentment and demand, (c) Ricoh may renew, extend or otherwise change the terms of the Agreement without notice to the undersigned and the undersigned Will be bound by such changes, and (d) the undersigned will pay all of Ricoh's Costs of enforcement and collection. THIS GUARANTY WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY. PERSONAL: PERSONAL: By jrdi dusily BY: ,Individually Address. Address'. Social Sec r ter Number. Social Security Number. Wlness. WMess'. Fair Market Value Lease Agreement (Rev. 11/07) 0 0 RICOHORDER AGREEMENT 39352 RICOH BUSINESS SOLUTIONS GENERAL TERMS AND CONDITIONS 1. Orders. Customer may acquire the products or services from Ricoh by executing and delivering to Ricoh an Order Form for acceptance. If Customer has elected to execute a Lease Agreemem, Customer shall be deemed to have assigned its fight to purchase the Equipment to a third party Lessor and to emu into the Lease Agreement with such Lessor. These General Terms and Conditions shall be incorporated by reference into any Order Form, Lease Agreement or Maintenance Agreememl provitlee, however, mat, in the event of any connict between the terms of the Lease Agreement and these General Terns and Conditions, the terms of the Lease Agreement shall control. 2. Pricing and Chargesmayment Terms. Pricing for Maintenance Services may be adjusted by Ricoh on or after each one-year anniversary of the effective date of the Maintenance Agreement. Unless otherwise specified in any Order Forth, payment to Ricoh for products shall be net thirty (30) days from date of invoice . Customer shall pay Ricoh interest on any Past due payment at the highest rate penmwt by applicable law, not to excited 1.5% per month. 3. Taxes. Customer shall pay all sales and use taxes, personal property taxes and all other taxes and charges relating to the purchase, ownership, delivery. lease, possession or use of the Equipment or the provision of Maintenance Services, with the exception of any taxes on of measured by Ricoh's arW/or Lessors net income. 4. Limited Warranties. Ricoh warrants to Customer that Maintenance Services shall be performed by Ricoh in accordance with industry standards. Ricoh fuller warrants that, et the rime of delivery and for a period of ninety (90) days thereafter the Equipment will be in good working order and will be nee from any detects In material and workmanship. Ricoh's obligations under this warranty are limned solely to the repair or replacement (at Ricoh's option) of parts proven to be defective upon inspection. The foregoing warranty shall not apply (a) if the Equipment is installed, wired. modified, altered, moved or serviced by anyone otw than Ricon, or, (b) it the Equipmem is installed, stored and ufil2ed andlor maintained in a manner not consistent with Ricoh specifications a (c) 9 a detective or improper non -Ricoh accessory or supply or part Is attached to or used in the Equipment, or (d) If the Equipment is relocated to any place where Ricoh xrvices are not available. CUSTOMER ACKNOWLEDGES THAT THE LIMITED WARRANTY CONTAINED HEREIN DOES NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE EQUIPMENT. THE FOREGOING LIMITED WARRANTIES DO NOT APPLY TO CONSUMABLE PARTS INCLUDING, BUT NOT LIMITED TO DRUMS, CLEANING BRUSHES, FILTERS, HEAT AND OILER TUBES, PRESSURE PADS, LAMPS LENSES. FUSES, PAPER AND TONER. THE WARRANTIES EXPRESSED HEREIN ARE EXCLUSIVE AND RICOH HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. S. Umltation of Liability. RICOH SHALL HAVE NO LIABILITY TO CUSTOMER (OR TO ANY PERSON OR ENTRY CLAIMING THROUGH CUSTOMER) FOR LOST PROFITS, LOSS OF REVENUE, OR FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY MANNER CONNECTED WITH ANY ORDER FORM, LEASE AGREEMENT OR MAINTENANCE AGREEMENT, OR THE SUBJECT MATTER HEREOF OR THEREOF, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT RICOH HAS BEEN INFORMED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 5 SHALL NOT APPLY TO DAMAGES RESULTING FROM THE WILLFUL MISCONDUCT OF RICOH OR ITS PERSONNEL. IN NO EVENT SHALL ANY LIABILITY OF RICOH TO CUSTOMER EXCEED THE AMOUNT PAID BY CUSTOMER TO RICOH PURSUANT TO ANY ORDER FORM, LEASE AGREEMENT OR MAINTENANCE AGREEMENT, AS APPLICABLE. 6. Governing Law. These General Terms and Conditions and the Maintenance Terms and Conditions below snail be construed in accordance with and governed by the substantive laws of the State of New Jersey, without regard to its conflicts of laws principles. 7. Entire Agreement Thew General Terns and Conditions and the Maintenance Terms and CorMtions below constitute me emirs agreement between the parties and supersede all proposals, oral or written, and all other communications between the parties in relation to the Equipmem. Customer agrees and acknowledges that t has not relied on any representation, warranty, or provision col explicitly contained in thew General Terns and Conditions and any Order Form, Lease Agreement and/or Maintenance Agreement, whether in witting, electronically communicated or in oral form. Any and all representations, promises, waramies, or statements by any Ricoh agent, employee or representative that differ in any way from the terms of thew General Terms and Conditions and any Order Forts, Lease Agreement and /or Maintenance Agreement shall be given no force or effect . MAINTENANCE TERMS AND CONDITIONS 1. Maintenance Service. Ricoh agrees to provide to Customer, during Ricoh's normal business hours, the maintenance service necessary to keep the Equipment in, or restore the Equipment to, good working order in accordance with Ricoh's policies then in effect . This maintenance service includes maintenance based upon the specific needs of individual Equipment, as determined by Ricoh, and unscheduled, on -call remedial maintenance. For each unscheduled service call requested by the Customer, Ricoh shall have a reasonable time within which to respond. Maintenance will include lubrication, adjustments, and replacement of maintenance parts deemed necessary by Ricoh. Maintenance parts will be furnished on an exchange basis, and the replaced pans become the property of Ricoh. Maintenance service provided under this Agreement does not assure unlnte'mpted operation of die Equipment. If available, maimenance service requested and Performed outside Ricoh's normal business hours will be charged to the Customer at Ricoh's applicable time and meteral rates and terms then in effect, unless Ricoh and Customer have a written agreement providing for after -hours maintenance service. This Agreement does not cover charges for installation of equipment or de-inslathation of equipment If it is moved. For purposes of thew Maintenance Terms and Conditions. Equipment excludes any software and documentation described on the Order Form and/or incorporated or integrated in the Equipment. 2. Exclusions To Maintenance Service. Maintenance service provided by Ricoh under this Agreement does not include: (a) Repair of damage or increase in service time caused by failure of Customer to provide continually a suitable installation environment with all facilities prescribed by Ricoh, including, but not limited to, the failure to provide, or the failure of, adequate electrical power, air - conditioning, or humidity-control; (b) Repair of damage or increase In service time caused by: accident, disaster, which shall include but not to be limited to fire, flood, water, wind, and lighting, transportation; neglect; power transients; abuse a misuse; failure of the Customer to follow Ricoh's published operating instructions; and unauthonzed modifications or repair of Equipment by persons other than autnonzed representatives of Ricoh -, (c ) Repair of damage w increase in service time caused by use of the Equipment for purposes mher then those for which designed: (d) Replacement of parts which are consumed in normal Equipment operation, unless specifically included; (e) Furnishing supplies or accessories. painting or refinishing the Equipment or furnishing the material therefor, inspecting altered Equipment, performing services connected with relocation of Equipment or adding or removing accessores, attachments or other devices, in Repair of damage, replacement of pans (due to other than normal "at) or repetitive service calls caused by use of incompatible supplies; (g) Complete unit replacement or refurbishment of the Equipmem; (h) Electrical work external to the Equipment Of maintenance of a ;(A s hi)(s, attachments, or deer devices not fumishetl by Riser', (i) Increase in service time caused by Customer dental of full and free access to the Equipment or denial of departure from Customers site The foregoing excluded hems. If performed by Ricoh, will be charged to Customer et Ricoh's applicable time and material rates then in effect. 3. Invoicing. Charges for maintenance service hereunder will consist of a Basic Maintenance Charge, any applicable zone charge. and If applicable, Meter Charges as staled below in this Agreement. In addition, Customer shall be responsible for paying all shipping and handling charges for toner, even If this Agreement is a toner inclusive contract as set forth on ire Ricoh Order Forth, in accordance with the terms staled on the invoice. The Basic Maintenance Charge may be invoiced in advance. The Meter Charge (if applicable) or other maintenance charges writ be invoiced penodically in arrears, The Basic Maintenance and Meter Charges for a partial month's service will be prorated on the basis of a thirty (30) day month. Payment is required within the period stated on the Invoice. 4. Engineering Changes. Engineering changes, determined applicable by Rimn, will be controlled and installed by Ricoh. Engineering changes which provide additional capabllhies to the Equipment covered herein will be made at Customers request at Ricoh's applicable time and material rates and terms then in effect . 5. Indemnification. Except as otherwise provided in Section 5 of the General Terms and Condtions, Ricoh agrees to indemnity and hold Customer harmless from and against any loss, cost. damage, claim, expense, or liability as a result a injury or death of any person or damage to any personal property of Customer which such personal injury or damage arses out of or in connection with the sole negligence of Ricoh or is employees In the performance of this Agreement. provided Ricoh receives prompt wntlen notice of such personal injury or damage, and provided further that Ricoh shall have the sole control of the defense of any such action and all negotiations for its settlement or compromise. 6. Term and Termination. This maintenance agreement shall extend fa a period of one (1) year from Its commencement dale and shall automatically renew, for additional one (t) year periods unless notice of nonrenewal is Provided by either pall within thirty (30) days of the initial or any renewal term. Nolwilhstanding the above, either Party may terminate a maintenance agreement for failure of the other to comply with any of its terms and conditions in the event such noncompliance is not cared within thirty (30) days after the provision of notice of such noncompliance. Maintenance service performed by Ricoh after the termination of a maintenance agreement shall be charged to Customer at Ricoh's applicable time and material roles and terms then in effect . Ricoh may suspend performance under any maintenance agreement it Customer is in default or in arears in payments to Ricoh under this or any other agreement . 7. Meter Charges. If applicable, Customer also shall pay the monthly meter charges listed w the first page hereof for each copy made on Equipment subject to this Agreement. The Initial quarter following installation will Include the first partial month (t applicable) and meter charges for such partial month will be prorated. Meter readings shall be provided on a quarterly basis by Customer at the request of Ricoh. 6. Supplies. If supplies are included in the service provided under this Agreement Ricoh will supply black toner, ink and developer. unless otherwise stated in this Agreement, to Customer based upon normal yields. m Customers usage Of the supplies exceeds the normal yields for the equipment being serviced, Ricoh will Invoice and Customer agrees to pay, for the excess supplies at Ricoh's current retail prices then in effect. Fair Market Value Lease Agreement (Rev. 11/07) RI CO H • LEASE AGREEMENT • .39352 RICOH BUSINESS SOLUTIONS TO OUR VALUED CUSTOMER'. This Lease Agreement ('Lease) has been written in "Plain English.- When we use the words you and your in this Lease, we mean you. our customer, which is the Lessee indicated below. When we use the words we, us, and our in this Lease, we mean the Lessor, Ricoh Amencas Corporation or a third parry Lessor, as assignee, as agreed in Section 6 below 1. LEASE: This Lease establishes the general terms and conditions under which we base to you me equipment described in the Order Agreement, dated 2. TERM AND RENT: This Lease is effective on the date Nat it is accepted and signed by us, and the term begins on that date or any later time that we designate (the "Commencement Dale) and continues thematter for the number of months indicated above. You will sign a separate Equipment delivery and acceptance certificate and we may also confirm your acceptance by telephone, and any such telephone confirmation shall have the Same binding legal effect on you as a signed delivery and acceptance cerlificate. Payments will be due as invoiced by us until the balance of the Lease Payments and any additional Lease Payments or expenses chargeable to you under the Lease are paid in full. YOUR OBLIGATION TO PAY THE LEASE PAYMENTS AND OTHER LEASE OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL AND ARE NOT SUBJECT TO CANCELLATION, REDUCTION, SETOFF OR COUNTERCLAIM. THIS LEASE IS NON - CANCELABLE. 3. LATE CHARGESWCUMENTAT10N FEES: If a Lease Payment is not made within 10 days of when due, you will pay us, within one month, a late charge of 5% of the payment or $10.00, whichever is greater, but only to the extent permitted by law. 4. SELECTION OF EQUIPMENTIDISCLAIMER OF WARRANTIES: You have selected the Equipment and the supplier from whom we agree to purchase the Equipment at your request. We are not the manufacturer of the Equipment and we are leasing the Equipment to you "AS-IS'. You have selected the Equipment and we MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. We transfer to you for the term of this Leese all warantias, X any, made by the manufacturer. YOU ALSO ACKNOWLEDGE THAT NO ONE IS AUTHORIZED TO WAIVE OR CHANGE ANY TERM, PROVISION OR CONDITION OF THIS LEASE AND EXCEPT FOR THE MANUFACTURER WARRANTIES, MAKE ANY REPRESENTATION OR WARRANTY ABOUT THE LEASE OR THE EQUIPMENT. WE SHALL NOT BE LIABLE FOR ANY DELAYS IN MAKING DELIVERIES OR REPAIRS NOR IN ANY EVENT FOR SPECIAL, RESULTING OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT OCCASIONED BY ANY BREACH OF WARRANTY OR REPRESENTATION OR RESULTING FROM THE USE OR PERFORMANCE OF THE EQUIPMENT. YOUR OBLIGATION TO PAY IN FULL ANY AMOUNT DUE UNDER THIS LEASE WILL NOT BE AFFECTED BY ANY DISPUTE, CLAIM, COUNTERCLAIM, DEFENSE OR OTHER RIGHT WHICH YOU MAY HAVE OR ASSERT AGAINST THE SUPPLIER OR THE EQUIPMENT MANUFACTURER. 5. TITLE, PERSONAL PROPERTY, LOCATION AND INSPECTION: Unless you have a 51.00 purchase option, we will have tick b the Equipment. ff you have a 51.00 purchase option and/or the Lease purchase option is deemed to be a Security agreement, you grant us a security interest In the Equipment and all proceeds thereof. You have the right to use the Equipment for the full Lease term provided you comply with the tents and conditions of the Lease . Although the Equipment may become attached to real estate, it remains personal pmpeny and you agree not to Permit a Alen to be placed upon the Equipment or to remove the Equipment without our prior written consent. If we feel lt is necessary, you agree to provide us with waivers of interest or liens, from anyone claiming any interest in the real estate on which any Rem of Equipment is located. We also have the right, at reasonable times. to Inspect the Equipment. 6, USE, MAINTENANCE AND REPAIR: During the term of this Lease, you are required, at your own cost and expense to maintain in full force and effect a maintenance agreement with Ricoh or a third parry which has been authorized to service and maintain the Equipment by the manufacturer, and to keep the Equipment in good repair, condition and working order, except for ordinary wear and tear, and you will supply all parts and servicing required All replacement pans used or Installed ant! repairs made to the Equipment will become our property. You may, with our prior written consent, make modifications to the Equipment: provided such modifications do not reduce the value or usefulness of the Equipment or result in the loss of any warrmty or any certification necessary for the maintenance of the Equipment and such modifications must be easily removable without musing damage to the Equipment Before returning the Equipment, you agree to remove such modifications and restore the Equipment to its original condition. If you fail to remove such madNcagons, we are deemed the owner, of such modifications. IN THE EVENT THE LEASE PAYMENTS INCLUDE THE COST OF MAINTENANCE AND/OR SERVICE BEING PROVIDED BY THE SUPPLIER AND /OR THE MANUFACTURER OF THE EQUIPMENT, YOU ACKNOWLEDGE THAT IF THIS LEASE IS ASSIGNED, THE ASSIGNEE LESSOR IS NOT RESPONSIBLE FOR PROVIDING SUCH MAINTENANCE AND/OR SERVICE FOR THE EQUIPMENT. YOU WILL MAKE ALL CLAIMS FOR SERVICE AND/OR MAINTENANCE SOLELY TO THE SUPPLIER AND/OR MANUFACTURER AND SUCH CLAIMS WILL NOT AFFECT YOUR OBLIGATION TO MAKE ALL REQUIRED LEASE PAYMENTS TO THE ASSIGNEE LESSOR. YOU FURTHER ACKNOWLEDGE THAT RICOH MAY INCREASE MAINTENANCE CHARGES BY UP TO 10% ANNUALLY. 7. ASSIGNMENT: YOU AGREE NOT TO TRANSFER, SELL, SUBLEASE, ASSIGN, PLEDGE OR ENCUMBER EITHER THE EQUIPMENT OR ANY RIGHTS UNDER THIS LEASE WITHOUT OUR PRIOR WRITTEN CONSENT. You agree that we may sell, assign or transfer this Lease and/or the Equipment and, d we do, the new owner will have the same rights and benefits that we now have but will not have to perform and will not be liable for any of our obligations and that the 69MS of the new assignee Lessor, whether or hot you have been notified of such assignment, will rat be subject to any claims, defenses. or setoffs that you may have against us. Any such assignment, sale at transfer of this Lease or the Equipment will not relieve us of our obligations to you under this Lease. Fair Markel Value Lease Agreement (Rev.11 /07) 8. END OF TERM OPTION: Upon st least sixty (60) days but not more than one hundred twenty (120) days written notice to us pnw to the expiration of the Lease lens, you shall advise us of your intention to either exercise any purchase option that has been granted to you or mum the Equipment to us at the end of the Lease tern. Provided you have given such timely notice, you shall either purchase or velum the Equipment to us, height and insurance prepaid, in good repair, condition and working order, ordinary wear and tear excepted, in a manner and to a location designated by us. If you fail to notify us, or having notthed us, you fail to purchase or mum the Equipment as provided herein, this Lease shall renew for consecutive sixty (60) day periods and you agree to continue to make Lease Payments at the same monthly Lease Payments as set forth in the Lease sublect to the 69M of either party to terminate the Lease upon sixty (60) days written notice, in which case you will immediately deliver Ire Equipment to us as required in this paragraph. Upon expiration of the Lease term, provided you are not in defend, you shall have the option to purchase all but of less than all of the Equipment on the terms as indicated some. We will use our reasonable judgment to determine the Equipment 's fair market value for all fair market value purchase options which shall be based on the Equipment remaining in place. 9. LOSS OR DAMAGE: You are responsible for the risk of loss or destruction of, w damage to the Equipment. No such loss or damage relieves you from any obligation under this Lease. You agree to promptly notify us of any loss or damage to the Equipment and you will pay to us the present value of the total of all unpaid Lease Payments for the full Lease term, plus either the fair market value of the Equipment at the end of the originally scheduled Lease term as reasonably determined by us or any End of Term Option pnce stated on the Lease, whichever is greater (the "FMV"). with the accelerated Lease Payments and the FMV discounted at 5% per annum, plus, if applicable, reasonable costs of collection and momeys' tees, whereupon the Lease shall terminate. All proceeds of insurance received by us will be applied to the amount due under this section 8. 10. INDEMNITY: We are not responsible for any losses or injuries mused by the Equipment and you agree to reimburse us for and to indemnity and defend us against any claim for losses or injures caused by the Equipment except If caused by our gross negligence or wilful misconduct. This indemnity will continue even after the termination of this Lease. 11. TAXES: You agree to pay all license and registration fees, sale and use taxes, personal property taxes and all other taxes and charges, raising to the ownership, leasing, rental sale, purchase, possession or use of the Equipment as pan of the Lease Payment or as billed by us. You agree that 0 we pay any taxes or charges on your behalf, you will reimburse ua for all such payments with the eel Lease Payment 12. INSURANCE: During the term of this Lease, you will keep the Equipment Insured against all risks of loss or damage in an amount not less than the replacement cost of the Equipment without deductible and without co- insurance. You will also obtain and meimain for the tern of each Lease, comprehensive public liability insurance covering both personal injury and property damage. We will be the sole named loss payee on the property insurance and named as an additional insured on the public liability insurance. You will pay all premiums for such insurance and must deliver proof of insurance coverage satisfactory to us on or before the Commencement Date. If you do not so provide evidence of such insurance, you agree that we have the right, but not the obligation. to obtain such insurance and add an insurance fee to the amount due from you on which we make a profit and you agree to pay us an additional monthly charge to reimburse us for the insurance premium and our current insurance administrative fee on which we may make a profit. 13. DEFAULT: You are in default of this Lease it any of the following occurs: a) you fail to pay any Lease Payment or other sum when due: b) you breach any warranty or other obligation under this Lease, or any other agreement with us; c) you, any partner or any guarantor dies. you become Insolvent Or unable to pay your debts when due: you slop doing business as a going concern; you merge, consolidate, transfer all or substantially all of your assets; you make an assignment for the benefit of creditors or you undergo a substantial deterioration in your financial condition. or d) you, any guaramor or any partner, voluntarily file or have filed against you or It involuntary, a petton or liquidation, reorganization, adjustment of debt or similar relief under the Federal Bankruptcy Code or any other present or future federal or state bankruptcy or Insolvency law, or a trustee. receiver m liquidator is appointed for you or it or a substantial part of your or its assets. 14. REMEDIES: We have the following remedies if a default should occur a) upon written notice for liquidated damages for loss of the bargain and not as a penalty, declare the entire balance of the unpaid Lease Payments for the full term immediately due and payable and demand and receive ell Lease Payments and any other payments then accrued and those that are accelerated under the Lease or any other agreement plus the FMV (as defined in Section B) with all accelerated Lease Payments and the FMV discounted at 3% per annum. bud only to the extent permitted by law', b) charge you interest on all monies due us at the fate of eighteen percent (18 %) Per year from the date of default until paid, bud in no evert more than the maximum rate permuted by law, c) and require Nat you Mum the Equipment to us and in the event you fail to return the Equipment, enter upon the premises peaceably with or without legal process where the Equipment is located and repossess the Equipment. Such return or repossession of the Equipment will nor constitute a termination of this Lease unless we expressly notify you in writing that R Is terminated. In the event the Equipment is returned to or repossessed by us, we will Sell or revere the Equipment to any persons with any terms we determine, M one or more public or private sales, who or without notice to you, and apply the fret proceeds after deducting to costs and expenses of Such sale or re-rent to your obligations with you remaining liable for any deficiency. 0 0 RI CO H LEASE AGREEMENT RICOH BUSINESS SOLUTIONS The craft for any sums to be received by us from any sucn rental shall be discounted to me date of the agreement M six percent (8 %) per year. You are also required to pay (i) all expenses Incurred by us in connection with the enforcement of any remedies, including all expenses of repossessing, storing, shipping, repairing and selling the Equipment. and (ii) reasonable atlomeys' fees. 15. WARRANTY OF BUSINESS PURPOSE: You warrant and represent that the Equipment will be used for business purposes. and not for personal, family or household purposes. 16. UCC FILINGS. You authorize us to file a financing statement covering the Equipment. ff we feel t is necessary, you agree d submt financial Statements (audited ff available) on a quarterly basis. 17. MISCELLANEOUS: Wraden notices will be deemed to have been given when delivered personally within 3 days after being deposited in the United States mail, postage prepaid , or the next business day ff sent by overnight courser, and addressed to the recipient at its address above or at any other address subsequently provided in writing. This Lease Agreement contains the entire agreement and understanding of the parties. No agreements or understandings am binding on the parties unless set forth in writing and signed by the parties. Any provision of this Lease which for any mason may be held unenforceable shall be ineffective wahool invalidating the remaining provisions of this Lease. You agree that a facsimile copy of MIS Lease with facsimile signatures may be "Wed as an original for the purpose of being admissible as evidence of the Lease. If you elect to transmit this Lease by facsimile, you agree that. t we elect to do so in our sole discretion, me only version of this Lease that is the original for all purposes under the UCC is the version containing your facsimile signature and our original signature and you waive notice of our acceptance of this Lease and receipt of a copy of the onginally signed Lease. Lessor Lessee Authorized Signature Authorized Signature .39352 1B. UCC — ARTICLE 2A PROVISIONS. You agree that this Lease is a Fihence Leese as that term Is defined in Article 2A W the UCC. You acknowledge that we have given you the hernia of the Supplier of the Equipment. We hereby Mildly you that you may have rights under the co.III with the Supplier and you may contact the Supplier for a description of my rights or warranties that you may have under the supply contract. You waive any and all nghts and remedies granted under Sections 2A -508 through 2A -522 of the UCC, including. but not limited to the right to repudiate the Lease and reject the Equipment. the right to cancel the Lease: the night to revoke acceptance of the Lease: the ngM to grant a security interest in the Equipment in your possession and control for any reason: or the night to recover damages for any breach of warranty. 19. CHOICE OF LAW. This Lease shall In all respects be Interpreted and all rights and liabilities of the parties under this Lease shall be determined and governed as to validity, Interpretation, enforcement and effect by me laws of the State of New Jersey except for local filing requirements. You consent and agree that non - exclusive jurisdiction, personal or otherwise, over you and the Equipment shall be with any State or Federal Courts of the State of New Jersey having jurisdiction over the subject matter. YOU ALSO IRREVOCABLY WAIVE YOUR RIGHT TO A TRIAL BY JURY. BY SIGNING THIS LEASE: (1) YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS LEASE; (II) YOU AGREE THAT THIS LEASE IS A NET LEASE THAT YOU CANNOT TERMINATE OR CANCEL, YOU HAVE AN UNCONDITIONAL OBLIGATION TO MAKE ALL PAYMENTS DUE UNDER THIS LEASE, AND YOU CANNOT WITHHOLD, SET OFF OR REDUCE SUCH PAYMENTS FOR ANY REASON. Prim Name & Title Date PM Name & THIS Dale Fair Market Value Lease Agreement (Rev.11 /07) RICOH RICOH BUSINESS SOLUTIONS DELIVERY & ACCEPTANCE CERTIFICATE 39352 The above Customer hereby unconditionally represents and certifies to Ricoh Americas Corporation ( "Ricoh "), and agrees, that: 1. The following equipment, other personal property and software, if any, leased or otherwise provided to Customer or otherwise constituting collateral relating to the above lease, contract or schedule (the "Goods"), has been fully delivered and installed at Customer's place of business, has been inspected and tested by Customer and is operating in good working order to Customer's complete satisfaction, meets all of Customer's requirements and specifications, and is hereby irrevocably accepted by Customer: Quantity Make or Other Description Model Name (if any) Serial # (if any) Attach additional naveifnecessary 2. There are no side agreements between Customer and any third party relating to the subject matter of the Contract, and no cancellation rights have been granted to Customer by Ricoh or any third party. There is no "free demonstration" or `test" period for the Goods. Customer has reviewed and understands all of the terns of the Contract, and Customer agrees that the Contract cannot be revoked or canceled or terminated early for any reason. Customer agrees that (i) Ricoh may insert the Contract or lease number above and the Delivery Date below if either is missing following the Customer's signature below and (ii) a facsimile of this document containing a facsimile of the Customer's signature shall be considered as valid and binding as the original for all purposes. Instruction to Customer: Please sign this Certificate certifying that the Goods have been delivered, installed and accepted. Customer's /Lessee's Authorized Print Name: Delivery Date of the Goods: Signature: Fair Market Value Lease Agreement (Rev.11 /07) x 0 O C� g.d,- r� r • • Attachment D BUSINESS SYSTEMS MWB isa Sabsidiaryof Global Imaging Sptemx Inc. A Xerox Company Document Management Proposal Executive Summary Prepared For City of Rosemead Prepared By Alison Lewis MWB Business Systems November 5, 2007 Page 1 of 6 0 0 PrinteGratiohw Recommended�Proposed Implementations Analyze. Transform . Deliver . For City of Rosemead Qty Model Description Notes 1 Xerox 4595CP Xerox 4595 Copier, Printer, Scanner 95ppm BlackMhite 1 Xerox 4595CP Accounting Internal Auditron Scan to email with LDAP 1 Xerox 4595CP Scan features support, Network file server, Mailbox, Job template; 100ipm simplex, 60i pm duplex. Nuance PaperPort@ scanning, organizing, and sharing software, Nuance OmniPage@ document conversion (OCR) software, Image Retriever 1 Xerox 4595CP Scan to PC Desktop v. 8.0 software, PDF Converter software (Professional version only) 1 Xerox 4595CP Booklet Finisher Staple, Hole Punch, Booklet fold, C and Z fold, Post Inserter 1 Xerox WC7665P WorkCentre Pro 7665 Color Digital Copier 65ppm BlackMhite, 50ppm Printer Color; 3,260 Paper Hold 1 Xerox WC7665P Accounting Internal Auditron, Xerox Standard Accounting Nuance PaperPort@ scanning, organizing, and sharing software, Nuance OmniPage@ document conversion (OCR) 1 Xerox WC7665P Scan to PC Desktop v. 8.0 software, Image Retriever software, PDF Converter software (Professional version only) 1 Xerox WC7665P Professional Finisher Staple, Hole Punch, Booklet 1 Xerox WC7665P Internet and Server Fax Enablement Kit Internet Fax Ready 1 Xerox WC7665P Single Line Fax Kit Single Line Fax Ready Page 2 of 6 M Vk 0 0 Program Pricing Options 3,in etGration Analyze .Transform .Deliver . Acquisition Option: (1) Xerox 4595CP (1) Xerox Work Centre Pro 7665P 48 Month FMV Lease at $1, 726.00 per month. Includes all Delivery Set -Up and Training. Full Service and Supply Agreement Option: (Coverage will include any drums, fuser rollers, all toner and developer) $0.008 Per page for BlacklWhite pages per month. $0.07 Per page for Color pages per month. Recommended: 80,000 pages per month for Blaek'"ite 1,500 per month for Color (Numbers based off of current monthly meter reads) Total Monthly Payment $2253.35 (monthly lease payment and full service and supply agreement) Page 3 of 6 0 0 The Way You Work 3 , tegmtlon Recommended /Proposed Implementations Pr, �. J rre,�ing Thei,,�PM( For City of Rosemead Based on our analysis of your needs, the proposed program includes the following new units to optimize productivity and operation cost. Qty Model Description Notes WorkCentre Pro 7665 65ppm BlackNVhite, 50ppm 1 Xerox WC7665P Color Digital Copier Printer Color; 3,260 Paper Hold 1 Xerox WC7665P Accounting Internal Auditron, Xerox Standard Accounting Nuance PaperPort@ scanning, organizing, and sharing software, Nuance OmniPage@ document conversion (OCR) 1 Xerox WC7665P Scan to PC Desktop v. 8.0 software, Image Retriever software, PDF Converter software 1 Xerox WC7665P Professional Finisher Staple, Hole Punch, Booklet 1 Xerox WC7665P Internet and Server Fax Enablement Kit Internet Fax Ready 1 Xerox WC7665P Single Line Fax Kit Single Line Fax Ready Page 4 of 6 0 0 ML -j- The Way You Work Program Pricing Options Acquisition Option: (1) Xerox Work Centre Pro 7665P (Network Controller, Internet Fax Kit, Single line Fax Kit. Professional Finisher) MWB Discounted Cash Purchase Price $21,526.50. Includes all Delivery Set -Up and Training Full Service and Supply Agreement Option*: (Coverage will include any drums. ,(tser rollers, all loner and developer) $0.008 Per page for BlacklWhite pages per month. $0.07 Per page for Color pages per month. "Agreement based on monlhlv volume Example monthly volume: 50,000 black/white 4,000 color Total Monthly Maintenance cost: $680 Page 5 of 6 0 0 M 90hd= = U3 BUSINESS Full Service & Supply Agreement SYSTEMS Maintenance Full coverage maintenance including all parts, service calls, and scheduled preventive maintenance calls. Supplies All supplies required for image creation. The only exclusions are paper and optional supply items. Document Volume Flexibility If at any time after six months of system installation, the actual monthly document output volume varies from the guaranteed minimum monthly document output volume, either upward or downward, you may request an adjustment in your guaranteed minimum monthly document output volume. Adjustments cannot be made above or below the manufacturers recommended volume range. Obsolescence Guarantee If at any time after twelve months of system installation, a technical advancement becomes available, MWB will, upon your approval, provide you with the option of upgrading your current system without a cancellation charge. Program Change Options If your document output volume has increase or decreased in an amount sufficient to warrant consideration of an alternate plan, MWB will provide you with the option of upgrading or downgrading. A downgrade is limited to a maximum of 25% of the original minimum monthly document volume. Service Loaner If the mainframe is deemed inoperable and MWB is unable to correct the problem, we will provide a loaner of similar or upgraded features at no additional cost until your mainframe is repaired. Uptime Guarantee We designed our maintenance procedures to average up to a 97% uptime, but in the event the mainframe provided is not operational (excluding preventive maintenance and operator preventable calls) during any 60 day period, MWB will provide a loaner of similar and upgraded features at no additional cost until your mainframe is repaired. Replacement Guarantee Should the mainframe fail to perform as outlined above, you must notify MWB at its corporate address in care of the Director of Service. MWB will have 30 working days to repair your mainframe to factory specifications or, if unable to do so, replace it with a copier of equal or greater capacity, capabilities and features, at no additional cost to you. Page 6 of 6 A Page 1 of 1 A.^� V CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYY17 06/03/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Willie Towers Watson Northeast, Inc. c/o 26 Century Blvd P.O. Box 305191 CONTACT NTW Certificate Center PHONE EM, 1-877-945-7378 rAC Ax No: 1-888-467-2378 ADDRESS. certificates@wtwco. com INSURERS AFFORDING COVERAGE RAID# Nashville, TN 372305191 OSA INSURER A: Sompo America Insurance Company 11126 EACH OCCURRENCE $ 1,000,000 INSURED INSURER B. Tokio Marine America Insurance Company 10945 INSURER C: Safety National Casualty Corporation 15105 Ricoh America. Holdings, Inc. Ricoh USA, Inc. 300 Eaglevisw Blvd., Suite 200 1 INSURERD: INSURERE: Exton, PA 19341 INSURER F I -CC V THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I To TR TYPE OF INSURANCE ADOLBUBR POLICYNUMBER MMIDDY EFF MMIDDIYYYY LICY IDIP LIMITS X COMMERCIAL GENERAL LIABILITY Attn: Sylvia Llamas 8838 Valley Blvd Rosemead, CA 91770 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE OCCUR ET RENTED500,000 PREMISES Ee occurrence $ MED EXP (My one person) $ 15,000 A AGL30038682201 06/01/2024 06/01/2025 PERSONAL S ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 PRODUCTS -COMPIOP AGG $ 2,000,000 POLICY JEC LOC OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Eaawdent $ 1,000,000 BODILY INJURY (P., person) $ ANY AUTO BODILY INJURY (Per accident) $ A OWNED SCHEDULED AAL30020107702 06/01/2024 06/01/2025 AUTOS ONLY AUTOS IX HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE $ Per ecodent B XEXCESS UMBRELLALIAS LUIB n OCCUR CLAIMS -MADE CU6402167-16 06/01/2024 06/01/2025 EACH OCCURRENCE $ 5,000,000 AGGREGATE 8 5,000,000 DED I x I RETENTION$ 10,000 $ WORKERS COMPENSATION PER ETH- X STATUTE ER C AND EMPLOYERS' LIABILITY YIN ANYPROPRIETOWPARTNERJEXECUTIVE No OFFICERIMEMBER EXCLUDED'! (Mandatory In NH) Dyes, OFF DESCRIPTION OF OPERATIONS below DESCRIPTION NIA Y ID 06/01/2024 06/01/2025 E.L. EACH ACCIDENT $ 2,000,000 E.L. DISEASE -EA EMPLOYEE 8 2,000,000 E.L. DISEASE -POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, AdtlNonel Ramarhs ScheduN, may be aaachsd it more space is required) Waiver of Subrogation applies to Workers Compensation, where required by written contract and as permitted by law. CANCELLATION CERTIFICATE HOLDER SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Rosemead AUTHORUMD REPRESENTATIVE Attn: Sylvia Llamas 8838 Valley Blvd Rosemead, CA 91770 1911Baa-LYlO A$.VRY MVRrVRM11Vn1. nu uyuu rcam.cu. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SR Io: 25950055 RAxce: 3485533 Page i of 1 ACORL7 CERTIFICATE OF LIABILITY INSURANCE DO CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, /3/2024Y) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not corder rights to the certificate holder in lieu of such endorsemengs). PRODUCER Tame Willie Tae Watson Northeast, Inc. c/o 26 Century Blvd P.O. Bna 305191 CONTACT Willis Towers Watson Certificate Center NAME: PHONE 1-877-945-7378 ! ap No: 1-888-467-2378 Ap L$$; eeztificates8willis.com Nashville, TN 372305191 VSA INSURERS) AFFORDING COVERAGE NAICe INSURER A: Sompn America Insurance Company 11126 CLAIMS INSURED Ricoh Americas Holding., Inc. INSURERS: Tokio Karina Aswerica Inauranos Company 10945 INSURER C: Safety National Casualty Corporation 15105 Ricoh OSA, Ire. 300 aeglsview Blvd., Suite 200 Baton, PA 19341 INSURER D: - i PR��EMII ES {Ea savrnmceLi S 500,000 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER- W32384432 REVISION mulunco. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR` T gODL 3UBR TYPEOF INSURANCE PDLIGYNDMBER City of Rosamond ------- LIMIT$ AUTHORIZED REPRESENTATIVE X!COMMERCIAL GENERAL LIABILITY 8838 Valley Blvd ��n Rosemead, CA 91770 CLAIMS � EACH OCCURRENCE 13 11000,000 -MADE I—J OCCUR i PR��EMII ES {Ea savrnmceLi S 500,000 I MED EXP (Any one permn) 13 15,000 A INJURY I$ 1,000,000 AGL30038682200 '.i-06/0112023106/O1/2024!pERSONALBADV GENERAL AGGREGATE g 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY JECOT X LOC ! PRODUCTS-COMP/OP AGO $ 2, 000, D00 OTHER:'i $ AUTOMOBILE LIABILITY ! COMB ED SINGLE LIMIT $ 11000,000 Ea acddenl L Xi ANY AUTO i BODILY INJURY (Per person) $ A ; OWNED SCHEDULED AAL3002D107701 06/01/2023 AUTOS ONLY AUTOS 06/01/2026! BODILY INJURY (Per amidenll S HIRED NON -OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY ;IPerw0ed U_ _ t $ e XUMBRELLA LIAB XI OCCUR ! EACH OCCURRENCE $ 5,000,000 EXCESS LIAR I CLAIMS -MADE CU6402167-15 106/01/2023106/01/2024 AGGREGATE S 51000,000 _ X! ! 10,000 I _ - - 1 -J---- ----------.--_ - DED RETENTI NO gJ I ;$ WORKERS COMPENSATION X T AND EMPLOYERS' LIABILITY y / N STATUTE i ER ! C ANYPROPRIETORIPARTNEWEXECUTIVE No IMMSREXCLU0ED7 OFFICEfory N/A Y LDC4054740 '06/O1/2023 iEL.EACHACCIDENT !$ 2,000,000 06/O1/2024 --------- ---- ----- I(M.ndsiary InN mNi) 1 I EL DISEASE EA EMPLOYEE] $ 2,000,000 11 Yes, desedbe under DESCRIPTION OF OPERATIONS bebwE.L. DISEASE -POLICY LIMIT $ 2, 000, 000 DESCRIPTION OF OPERATIONS I LOCATIONS/ VEHICLES (ACORD 101, Additional Remake Schedule, may be smashed it more spew I$ rammed) Waiver of Subrogation applies to Workers Compensation, where required by written contract and as permitted by law. CERTIFICATE HOLDER CANCELLATION ®1988.2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD in In: 25370389 MTcs: 3311956 2748: 2 ' OI SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Rosamond AUTHORIZED REPRESENTATIVE Attn: Sylvia Llamas 8838 Valley Blvd ��n Rosemead, CA 91770 ®1988.2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD in In: 25370389 MTcs: 3311956 2748: 2 ' OI