CC - Item 3G - Copy/Scan/Fax Machine ContractROSEMEAD CITY COUNCIL
STAFF REPORT
TO THE HONORABLE MAYOR AND CITY COUNCIL
FROM JEFF ALLRED, CITY MANAGER [91dM
DATE: SEPTEMBER 9, 2014
SUBJECT: AWARD COPYISCANIFAX MACHINE CONTRACT
SUMMARY
The City last initiated a new lease for copy machines in 2011 through Ricoh and piggy- backed on
existing competitively bid contracts. This lease provided three new machines at City Hall: a high
volume black/white machine upstairs, a color machine downstairs and a wide format machine in
Engineering. While the current lease does not terminate until December 2015, the City is in need
of replacing the machine at Public Safety, which is owned by the City, and adding a machine at
the Rosemead Community Recreation Center (RCRC). Through our discussions with Ricoh, they
have developed a proposal that would replace the black/white machine upstairs at City Hall, the
color machine in the basement, the black/white machine at Public Safety and add a machine at
the RCRC. Additionally, the new lease will be part of a U.S. Communities program, which provides
additional benefits such as locking in our per copy prices for the duration of the lease and provides
toner and staples at no additional charge. The existing lease for the wide format machine in
Engineering would remain in effect.
The City currently spends an average of $2,293.33 per month for the lease of the two machines
being replaced, maintenance on the machine at Public Safety along with additional supplies not
currently covered by the lease. The proposed lease will be $2,084.13 per month with a projected
average monthly copy cost of $177.37 based on current volumes for a total of $2,261.50.
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 three machines at City Hall under a lease with Ricoh: a high volume
black/white machine upstairs, a color machine downstairs and a wide format machine in
Engineering. Additionally, the City has a black/white copy machine at Public Safety that is more
than five years old and is owned by the City. The maintenance agreement with the machine at
Public Safety has expired, so supplies and service are paid as necessary. Additionally, with the
re- opening of the RCRC and the transfer of the Parks and Recreation administrative staff to the
site, they are in need of a copy machine as well. Through reviewing the options for soliciting
proposals, it was determined that the most cost effective means of acquiring the two new
machines, was to terminate the lease early for the two machines stated above as provided by
Ricoh, and acquire new machines using the U.S. Communities purchasing agreement. The City
ITEM NO.
City Council Meeting
September 9, 2014
frequently uses these large purchasing 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.
Fiscal Analysis
The 2014 -15 Budget includes funding forthe lease agreement underthe 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.
PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification process.
Submitted by:
CY) , c�'4
s
Matthew E. Hawkesworth
Assistant City Manager
Attachments. Ricoh Proposal
Page 2 of 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 Lease 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�ewhimit 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
incarnated 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 Alwiltoligh, 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 Schedule 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
smal 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 good working 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 and 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 o good coubfiw and dttpted fm all rodeos .,We, Ile leas
Agree vah
'_e J9:.t,ra 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, fdudirg, wt ism 1 had m, any kne, vaymharms
and 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, ineresrtoUS w reduction for any roasm. You agree Ihaf you will
mil p, cli ate In us in e IIw Dunn of mvpany checks (on Wmmal eba ,rse
the case climate ProWi <dwsbila), direct debit or Lora only. Ynu also egret
Ilzacoshnoelmesh many Schsare cad[Nt Wale forma remit ens fashin
loam d to . l w any Schedule aW rfixonu will nut remit au[h (arms of
mo nod to m Payment ms any ether you may delay wags :age 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
cesent, Much consent will net be unmmminh wilhMld. At your a— cost and
p<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 sans 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.rllAr. 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., Agreement . 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 list WUee,express uimplied,cede to ya
a the oun s, it -any) nacre by s A Menem, xe ated Seord be m you m
any docandnll. Win tha, oci ll,, Agreement, executed by R lulwmen Ire
Mmumclmer atIN Scrvicer ad you YOU AGREE THAT,
NO]
RFSPONHSTANDR, AND YOU WI TO TEE CONTRARY, ANY WE AIU: NST
USFOR, ANY POR ,ANDYOUWILT• NOT MAKEANYCLAIMACES
115 FOR, ANY CONSEQIIENFIAL, SPECIAL, OR INUIIiECI' DAMAGES.
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 omit it is delivered Ina n roe Od 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 you 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 Ricohi 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
valcI 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 abmin 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, For not 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 yt r, ghe 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 mf 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
achaping "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 induced 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,
menthol wrowi. deliver)' service, peage wram ice. remained! 1. he 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 facsimile number
shown belnv such poll's rsiP 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
excess Payment will be aWliol payments payma in the order of Insurer, and any
sing a will be rePomd N you. We .,coke nu representation or
henry of any kin, cxprcss a implied, with rapes to des legal, to or
wr sing me, ... m of this Lenie Agreement and Schedule and
of ou
wJI obtain dot. are mindependent andcemunemraodnonyate fiduciary.You
Age obtain your mw Iegaf tax and accounting advice relmd m this Lease
Agreement an any Scheule end make your a dencm uleio c e the proper
wmarturn sin t ef,hie l a A ocr m pll w ary SPrduct We may receive
ato ml e, from sM1e Mmsing or ri writing I el'rf da Proud in u weer this oa re meat they SI re ball be her renting tlu Prowl 10 you under Nis V Une
om
Agreement a any ensetlule below whet i 'he coif would charge If \in
'vetl will cacted olio a the rP u, 'he cost o(leminb In eating Ne
Proewt is rcnaxd N she Marc.., imanl Payment spttlgd in twliolu Brew,
con Sciledule,
War To the fullest exlam peold - O applicable Imq you emmnim us &
w agent no obtain cmnil and on aid maker inil inguill, cegartlmg pal xnJ
your a Or wmilion and m provide your it comalian, ter Wing ps Lease
Agreemenoury SOoeeend the pantie having encrn,Omic inhrcst in Nis Lase
Agreement, my Schedule a the Product.
16 Graw-ing Ina luri I B I Certain Rishm ad
Renndm Under " t I nT te Waiver a Coca 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 containing 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 ladcrea 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,
provided 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 aysigsevera 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 NOSO.
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 Rhadwand 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
("Crement Rc "ymi y. ELis Schedule endmmes a "Schedula" "Pandum Sdxduk," er "Order a "TersnA" u app llut"), mrdenha 11.8.., to hies Mann 1 reuse
Agreement ([ogeWer rvith any anxmm�wm, alumhinmts and mldmde Ihmcln, the " Lease Agreement') identified above, benvccn yon, and
. All tern¢ and condition of the Leae Agreement arc iroo tomcod into this under Me end made a pan M1ereof If we ere nm @e Icaor under the Cease
u sc,sv.nh that, relay for pnmoxe of this Schedule, are shall en,indeed d be me lessor undm the s to t Agrt Agr 11 is the intent o(the polies 1hN Wis Schedule
he sepnratoly enforccoble as a campkm and indcpwdcm ayeemenl, independem of all otlxr Schedules to the Lean Agreawnt,
CUSTOMER INFORMATION
CI "IY 01' ROSE:MEAD
8838 VALLEY BLVD
ROSEMEAD CA 91770
6265592107
PRODUCT /EQUIPMENT DESCRIPTION (`Produclo)
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
8838 VALLEY HIND
Billing Adrimss Rtcfgecemftom I.,/.. addnr )
ROSEMFAD CA 91770
Pbil Description_ MA, &Model
PAYMENTSCHEDULE
Mlnlmum
nton Term .- ..M..- lnlmum Payment
Minimum Payment Bill', Fnque Advance Payment
In ry [-1 Mmlhly
❑ 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 CUSTOMER REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO DO SO.
By. x By --- .
,IhurcedS vet SeBnnmre Amhvrl cd,S)grrer 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 Stele._ 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:
Document Number: 81334 Version: 2
By:
Name:
Title:
Date:
RICOH
ORDER AGREEMENT Sale Type LEASE
Master Maintenance and Sala Agreement Data: NEW r _ -SMa Type: 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 Frequeency go Billing Fron,inency
60M.ihs I MONTHLY MONTHLY
BILL TO INFORMATION
Customer Legal Nam.: CITY OF ROSEMEAD
Address Line l: 8638VALLEYBLVD
Conwy. HevMeswath, Mellon.
Add.. Lino 2:
Phone: 6265592107
City: ROSEMEAD
Phone:
E- mall', mhawkesvmrth ®c9ychosemead org
STRip: CN91770 County:
LOSANGELES
Fax:
Emall:
ADDITIONAL ORDER INFORMATION
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 Frequeency go Billing Fron,inency
60M.ihs I MONTHLY 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.
Phone:
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+ ^,rl
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
$0.N30
&2 &2014
Version 4 1.1
■III 911 P4N;l�IM1'fsl°h5 ERIC �I II I
Page #1 150]409]
RICOH
BASIC CONNECTIVITY I PS I IT SERVICES INFORMATION
BASIC CONNECTIVITY I PS I IT Services Description
Quantity
PPSE TRAINING - PRO5100A10 WIE229 FIERY
1
RICOH REMOTE COMM GATE TYPE A -1
1
[OA]PS INSTALLATION RICOH ATREMOTE APPLIANCE PER DEVICE
1
NETWORK 8 SCAN CONNECT - SEE BC3
1
NETWORK S SCAN - RED BC4
1
NETWORK&SCAN - SEG BC4
1
NETWORK 8 SCAN CONNECT- SEG4
1
AccepfedbYCp ..,
Accepted. RRO# USA, Inc.
Authorized Signature:
Authorzed Signature'
Panted Name:
Title:
Printed Name:
Title'.
Date:
Data
&212014
Version # 1.1
■IIIdtlRI aM►lM1SIS)INltlIII
Pape # 2 1 M7409
RICO"
EQUIPMENT REMOVAUBUYOUT AUTHORIZATION
Customer Name:
CITY OF ROSEMEAD
Phone
6265592107
8301 GARVEV AVE
Contact Name:
Hawkesworth Matthew
Phone '
2655" 0'
Address:
0836 VALLEY BLVD
ClY
ROSEMEAD
State:
I CA Zipj
I ce.rnnm
Make Motlaf 'Serial Number
Ricoh MPC7501 V7711100022
Ricoh 1357EX
V5210800020
Customer Name:
Correct Name.
Address:
State.
CITY OF ROSEMEAD
Hawkeswonh,Metthew
Phone
6265592107
8301 GARVEV AVE
C'ty
ROSEMEAD
-- �ead.ory
Make Model Serial Number
MP650O L8175800136
This Authorization applies to the equipment identified above and to the following Removal /Buy Out Option
This Authorization will confirm that Customer desire$ 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 request 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 reteined 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 padOrm such Data
Management Services at Ito than - current rates, Notwithstanding anything In this Aumodzeti0n to are contrary, (i) Customer is responsible
for ensuring Its own compliance with legal requirement pertaining to date retention and protection, (I) it is the Customers sole
responsibility to obtain advice of competent legal counsel as to the Identification and interprettlon of any relevant laws and regulatory
requirements that may affect the mummers business of 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 ol Customer, and Customer
shall Indemnify and hold harmless Ricoh and its subsidiaries, directors, Officers, 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 relatetl 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 satiefe l 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 owneship to Ricoh to the equipment, free and clear of any and all pens and encumbrances of
any nature whatsoever and Customer will cause to be done, executed and delivered all such fuller Instruments of conveyance as may be
reasonably requested for the vesting of good still 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