ITEM 3.9 Ricoh Lease�E
Ot�ezo
TY OF
MINNESOTA C7
DEPARTMENT INFORMATION
Request for
City Council Action
ORIGINATING DEPARTMENT
REQUESTOR:
MEETING DATE:
Administration
City Clerk Loff
January 8, 2018
PRESENTER(s)
REVIEWED BY:
ITEM #:
Consent Agenda
City Administrator/Finance Director Flaherty
Parks & Recreation Director Demant
3.9
AGENDA ITEM DETAILS
RECOMMENDATION:
City staff recommends approval of a 48 month lease with Ricoh in the amount of $227.85 a month for a
color copier at City Hall and $174.95 a month for a color copier at Prairie Center.
ARE YOU SEEKING APPROVAL OF A CONTRACT?
IS A PUBLIC HEARING REQUIRED?
Yes
No
BACKGROUND/J USTI FI CATI O N :
Our current color copier lease for City Hall expired December 29, 2017. Due to the US Communities contract
pricing this year we are able to upgrade to a new model at a lower price. City staff is also recommending a new
color copier lease for Prairie Center. Currently the Parks and Recreation department is using desk top copiers; the
recommendation of a standalone copier will be much more cost efficient. Below is a breakdown of pricing:
City Hall; Model # MPC4504ex; 48 month lease with Ricoh;
$227.85/Month
$0.0076 for B/W images
$0.0495 for color images
Maintenance and Supplies included
Prairie Center; Model #MPC3004ex; 48 month lease with Ricoh;
$174.95/Month
$0.0076 for B/W images
$0.0495 for color images
Maintenance and Supplies included
City Attorney MacArthur has reviewed the lease contract with no comments. This also was reviewed and
approved by the Administrative Subcommittee. City staff recommends approval of the color copier leases with
Ricoh as noted above
SUPPORTING DOCUMENTS ATTACHED:
• Contract
POSSIBLE MOTION
PLEASE WORD MOTION AS YOU WOULD LIKE IT TO APPEAR IN THE MINUTES:
Motion to approve a 48 month lease with Ricoh in the amount of $227.85 a month for a color copier at City
Hall and $174.95 a month for a color copier at Prairie Center.
BUDGET INFORMATION
FUNDING:
BUDGETED:
City Hall: 101-41945-410
Prairie Center: 101-41940-410
Yes
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 OTSEGO as customer or lessee ("Customer" or `jyou"). 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 OTSEGO Tamm Loff
Customer (Bill To) Billing Contact Name
13400 90TH ST NE 13400 90TH ST NE
Product Location Address Billing Address (if dierentfironn location address)
OTSEGO MN 55330-7259 OTSEGO MN 55330-7259
City County State Zip City County State Zip
Billing Contact Telephone Number Billing Contact Facsimile NumberBilling Contact E -Mail Address
(763) 441-4414 tloff@ci.otsego.mn.us
PRODUCT/EQUIPMENT DESCRIPTION ("Product")
Product
SET
Qty Product Description: Make & Model
PAYMENT SCHEDULE
Minimum Term Minimum Payment Minimum Payment Billing Frequency Advance Payment
(inonths(Without Tax � Monthly ❑ 1'`Payment
48❑ Quarterly ❑ I"& Last Payment
$ 389.97 ❑ Other:
❑ Other:
Sales Tax Exempt: ❑ YES (Attach Exemption Certificate) Customer Billing Reference Number (P.O. #, etc.)
Addendum(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 ACI4CNOWLEDGE 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 PF..R.RON SIGNTNG THIS SCHEDULE ON BEHALF OF THE CUSTOMER REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO DO SO.
CUSTOMER Accepted by: RICOH USA, INC.
By: x By:
Authorized Signer• Signatzu e Authorized Signer Signature
Printed Name: Printed Name:
Title: Date: Title: Date:
01/02/2018 09:24 AM 23343189
LSEADD USC -PS 03.13 Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 1 of 1
U.S. Communities Master Lease Agreement
CIJSTOMF,R INFORMATION
Number:
Ricoh USA, Inc.
70 Valley Stream Parkway
Malvern, PA 19355
Full Legal Name
CITY OF OTSEGO
Address
13400 90TH ST NE
City
State
Zip
Contact
Telephone Number
OTSEGO
MN
55330-7259
Tamm Loff
1 (763) 441-4414
Federal Tax ID Number
Facsimile Number
E-mail Address
tloff@ci.otsego.maus
(Do Not lnser( Social Security Nnuibet)
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 "oue, 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.
1. 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 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 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
MSTLSE USC -MA 04.15
01/02/2018 09:24 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 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 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.
23343189
Page I of 4
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 in good condition,
except for ordinary wear and tear. You shall engage Ricob, 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 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 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 ofthis 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 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 like age and capacity.
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
01/02/2018 09:24 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 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 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 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 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, (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 (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 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
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 parry 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.
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Page 2 of 4
Software; (g) we may demand the immediate return and obtain possession of the
Soffivare 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 Nye
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 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 (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 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.
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 be your sole and exclusive
responsibility
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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 Berry 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,
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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
ASK FOR YOUR NAME, ADDRESS AND OTHER INFORMATION THAT
WILL ALLOW US TO IDENTIFY YOU. WE MAY ASK 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 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-Approariation/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) FundingIntent. 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 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. (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 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 us with any
other documents that we may reasonably request in connection with the
foregoing and this Lease Agreement.
(e) Assi ng meet. 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 CUSTOMER REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO 00 SO.
CUSTOMER
By: X
Accepted by: RICOH USA, INC.
By:
Authorized Signer Signature
Authorized Signer Signature
Printed Name:
Printed Name:
Title: Date:
Title: Date:
Facsimile Number:
Facsimile Number:
MSTLSE USC -MA 04.15 Ricoh and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 4 of 4
01/02/2018 09:24 AM 23343189
U.S. COMMUNITIES
EQUIPMENT SALE AND MAINTENANCE AGREEMENT
(EQUIPMENT SALES, BREAD -FIX SERVICES)
CUSTOMER INFORMATION
Legal Name CITY OF OTSEGO
Bill To Address I340090THSTNE
city OTSEco State MN I Zip Code 55330-7259
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
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01/02/2018 09:24 AM 23343189
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
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01/02/2018 09:24 AM 23343189
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.
S. MAINTENANCE CHARGES.
(a) Maintenance service charges ("Maintenance Charges") will be payable by the Customer in
accordance with the terms set forth in the Order.
(b) Customer acknowledges and agrees that: (i) the transfer of the Equipment from the location
indicated on the face hereof may result in an increase of Maintenance Charges or the termination of an
Order; (ii) if an Order includes toner, toner usage is based on manufacturer supply consumption rates.
Ricoh will determine and deliver supplies in accordance with agreed upon usage. Consumption of
covered supply products varying significantly from expected usage may result in additional charges for
supplies, or as otherwise agreed to by the parties. Maintenance Charges are based on standard 8.5x11
images. Ricoh reserves the right to assess additional images charges for non-standard images, including
11x17 images.
6. USE OF RICOH RECOMMENDED SUPPLIES. Ricoh products are designed to give excellent
performance with Ricoh recommended supplies, including paper, developer, toner, and fuser oil. If the
Customer uses other than Ricoh recommended supplies, and if such supplies are defective or not
acceptable for use with the Equipment and cause abnormally frequent service calls or service problems,
then Ricoh may, at its option, assess a surcharge or terminate an Order. If so terminated, Customer will be
offered service on a time and materials basis at Ricoh's then prevailing rates. It is not a condition of an
Order that the Customer use only Ricoh brand supplies.
7. METER READINGS. As part of its Services, Ricoh may, at its discretion and dependent upon
device capabilities, provide remote meter reading and equipment monitoring services using its @Remote
solution. If @Remote is not selected by the Customer, Customer shall be responsible and agrees to
provide Ricoh true and accurate meter readings monthly and in any reasonable manner requested by
Ricoh. If accurate meter readings are not provided, Ricoh reserves the right to estimate the meter readings
from previous meter readings.
8. CUSTOMER OBLIGATIONS. Customer agrees to provide a proper place for the use of the
Equipment, including electric service as specified by the manufacturer. Customer will provide adequate
facilities (at no charge) for use by Ricoh representatives in connection with the maintenance of the
Equipment hereunder within a reasonable distance of the Equipment. Customer agrees to provide "360
degree" service access to the Equipment, subject to Customer's usual security procedures. Customer will
provide a key operator for the Equipment and will make operators available for instruction in use and care
of the Equipment. All supplies for use with the Equipment will be provided by the Customer and will
meet manufacturer specifications. It is the responsibility of the Customer to have the supplies available
"on site" for servicing. Customer agrees that any systems utilizing similar supplies must be covered under
similar inclusive maintenance programs. If any software, system support or related connectivity services
are included as part of the Order as determined by Ricoh, Ricoh shall provide any such services at
Customer's location set forth in the Order as applicable, or on a remote basis. Customer shall provide
Ricoh with such access to Customer's facilities, networks and systems as may be reasonably necessary for
Ricoh to perform such services.
9. WARRANTY DISCLAIMER. OTHER THAN THE OBLIGATIONS SET FORTH EXPRESSLY
IN THIS MAINTENANCE AGREEMENT, RICOH DISCLAIMS ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
USE, OR FITNESS FOR A PARTICULAR PURPOSE. RICOH SHALL NOT BE RESPONSIBLE FOR
ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT
LIMITED TO, DAMAGES ARISING OUT OF THE USE OR PERFORMANCE OF THE EQUIPMENT
OR THE LOSS OF USE OF THE EQUIPMENT. RICOH'S TOTAL AGGREGATE LIABILITY TO
CUSTOMER UNDER THE MAINTENANCE AGREEMENT, IF ANY, SHALL IN NO EVENT
EXCEED THE TOTAL OF THE FEES PAID TO RICOH IN CONNECTION WITH THE
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MAINTENANCE SERVICES.
10. SERVICE LEVELS.
(a) Response Time. Ricoh will provide a one hour (1) phone response to service calls measured from
receipt of the Customer's call. Ricoh service technicians will meet a four (4) business hour response time
for all Customer service calls located within a major metropolitan area and eight (8) hour average
response time for all Customer service calls located fifty (50) miles or greater from a Ricoh service
center. Response time is measured in aggregate for all Equipment covered by the Order.
(b) Uptime. Ricoh will service the Equipment provided under an Order to be operational with a
quarterly uptime average of 95% (based on manufacturer's performance standards and an 8 -hour day,
during Normal Business Hours), excluding preventative and interim maintenance time. Downtime will
begin at the time Customer places a service call to Ricoh. Customer agrees to make the Equipment
available to Ricoh for scheduled preventative and interim maintenance. Customer further agrees to give
Ricoh advance notice of any critical and specific uptime needs Customer may have so that Ricoh can
schedule with Customer interim and preventative maintenance in advance of such needs.
(c) Replacement of Equipment. Should a unit of Equipment or an accessory not be able to be
maintained in conformance with manufacturer's specifications, Ricoh shall, at its own expense, replace
such Equipment with another unit of the same product designation as that Equipment and Ricoh shall bear
all installation, transportation, removal and rigging charges in connection with the installation of such
replacement unit; provided, however that (a) the replacement unit may be a reconditioned or otherwise
used unit rather than a new unit; and (b) if a replacement unit of the same product designation as the unit
of Equipment it replaces is not available, the replacement unit may be a product of substantially similar or
greater capabilities.
11. DATA MANAGEMENT SERVICES. The parties acknowledge and agree that Ricoh shall have no
obligation to remove, delete, preserve, maintain or otherwise safeguard any information, images or
content retained by or resident in any Equipment serviced and maintained by Ricoh, whether through a
digital storage device, hard drive or other electronic medium ("Data Management Services"). If desired,
Customer may engage Ricoh to perform Data Management Services at then -prevailing Contract rates.
Customer acknowledges that Customer is responsible for ensuring its own compliance with legal
requirements in connection with data retention and protection and that Ricoh does not provide legal
advice or represent that the Equipment and Services will guarantee compliance with such requirements.
The selection, use and design of any Data Management Services, and any decisions arising with respect to
the deletion or storage of data, as well as the loss of any data resulting therefrom, shall be the sole and
exclusive responsibility of Customer. If desired, Customer may engage Ricoh to perform the following
Data Management Services, and the parties shall enter into a written work order setting the details of any
such engagement:
• Hard Drive Surrender Service. Under this option, a Ricoh service technician can remove the hard
drive from the applicable equipment (set forth on a work order) and provide Customer with custody of
the hard drive before the equipment is removed from the Customer's location, moved to another
department or any other disposition of the equipment. The cost for the Hard Drive Surrender Services
shall be'as set forth in the Contract.
• Data OverwriteSecurity 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
4
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(in a form to be provided by Ricoh) or written delivery acknowledgement. Ricoh reserves the right to
make equipment deliveries in installments. All claims for damaged equipment shall be deemed waived
unless made in writing, delivered to Ricoh within ten (10) business days after delivery of equipment to
Customer; provided, however, Ricoh shall not be responsible for damage to equipment caused by the
Customer, its employees, agents or contractors. Ricoh warrants to Customer that at the time of delivery
and for a period of ninety (90) days thereafter the Ricoh -manufactured equipment will be free from any
defects in material and workmanship; provided, however, the foregoing warranty shall not apply in the
event (i) the Ricoh -manufactured equipment is installed, wired, modified, altered, moved or serviced by
anyone other than Ricoh, (ii) the Ricoh -manufactured equipment is installed, stored and utilized and/or
maintained in a manner not consistent with Ricoh specifications, (iii) a defective or improper non -Ricoh
accessory or supply or part is attached to or used in the Ricoh -manufactured equipment. Except to the
extent of any applicable and validated exemption, Customer agrees to pay any applicable taxes that are
levied on or payable as a result of the use, sale, possession or ownership of the equipment purchased
hereunder, other than income taxes of Ricoh.
13, MISCELLANEOUS. This Maintenance Agreement shall be governed by the laws of the State
where the Customer's principal place of business or residence is located both as to interpretation and
performance, without regard to its choice of law requirements. This Maintenance Agreement may be
executed in two or more counterparts, each of which shall be deemed to be an original. In order to
expedite the ordering and delivery process, and for the convenience of the Customer, this Maintenance
Agreement establishes the terms and conditions between the parties governing all services. Any
documents issued by Customer to procure services at any time for any reason, even if they do not
expressly reference or incorporate this Maintenance Agreement, will not modify or affect this
Maintenance Agreement notwithstanding the inclusion of any additional or different terms or conditions
in any such ordering document and shall serve only the purpose of identifying the services ordered and
shall be subject to the terms and conditions of this Maintenance Agreement.
IN WITNESS WHEREOF, the parties have executed this Maintenance Agreement as of the date first
written above.
CUSTOMER RICOH USA, INC.
By:
By:
Name:
Name:
Title:
Title:
Date:
Date:
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ORDER AGREEMENT SaleType:LEASE
Master Maintenance and Sale Agreement Date: NEW I Sale Type : I LEASE
ADDITIONAL ORDER INFORMATION
Check All That Apply:
o Sales Tax Exempt (Attach Valid Exemption Certificate) o Fixed Service Charge o Add to Existing Service Contract #
• PO Included PO# o PS Service (Subject to and governed by separate Statement of Work)
o Syndication o 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 OTSEGO
Base Billing Frequency
Address Line 1: 13400 90TH ST NE
Contact: Loff,Tami
Address Line 2:
Phone: (763) 441-4414
City: OTSEGO
E-mail: tloff@ci.otsego.mn.us
ST/Zip: MN/55330-7259 County: WRIGHT
Fax:
ADDITIONAL ORDER INFORMATION
Check All That Apply:
o Sales Tax Exempt (Attach Valid Exemption Certificate) o Fixed Service Charge o Add to Existing Service Contract #
• PO Included PO# o PS Service (Subject to and governed by separate Statement of Work)
o Syndication o 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
SHIP TO INFORMATION
Service Term (Months)
Base Billing Frequency
Overage Billing Frequency
48 Months
MONTHLY
MONTHLY
Service Type
Guaranteed Group Total Allowance Group Overages
p g
(Per Base Billing Frequency)
Service Base
Per Base BillingFrequenc
( y)
Gold
BIW
0 BIW
$0.0076
$0.0495
$ 0.00
Color
0 Color
PRODUCT INFORMATION
SHIP TO INFORMATION
Qty
Customer Name: CITY OF OTSEGO
1
RICOH MPC3004EX BRANDING SET
Address Line 1: 13400 90TH ST NE
Contact:
Loff,Tami
Address Line 2:
Phone:
(763) 441-4414
City: OTSEGO
E-mail:
tloff@ci.otsego.mn.us
ST / Zip: MN/55330-7259 County: WRIGHT
Fax:
PRODUCT INFORMATION
Product Description
Qty
RICOH MPC4504EX BRANDING SET
1
RICOH MPC3004EX BRANDING SET
1
1/2/2018
Version # 9.16
BASIC CONNECTIVITY / PS / IT SERVICES INFORMATION
■III PrEWINNES)m II II
Page # 1
23343189
i
BASIC CONNECTIVITY / PS / IT Services Description Quantity
TS NETWORK & SCAN - SEG BC4 1
TS NETWORK & SCAN CONNECT - SEG BC2 1
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
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:
Printed Name:
Title:
Title:
Date:
Date:
1/2/2018
Version # 9.16
III Mr,1.MMIN. IEA M 11111
Page #2
23343189
EQUIPMENT REMOVAL/BUYOUT AUTHORIZATION
Customer Name:
CITY OF OTSEGO
Contact Name:
Loff,Tami
Phone: (763) 441-4414
Address:
13400 90TH ST NE
City: OTSEGO
State:
MN I Zip: 1 55330-7259
Fax/Email: tloff@ci.otsego.mn.us
Make Model Serial Number
MPC4503 E173M710258
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.
oEquipment 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 RICOH USA, INC.
Signature:
Name
Title
Date
Signature:
Name
Title
Date