HomeMy WebLinkAboutCONTROLLER 2018 RICOH
Ricoh USA, Inc.
70 Valley Stream Parkway Product Schedule Product Schedule Number:
Malvern,PA 19355 with Purchase Option Master Lease Agreement Number:
This Product Schedule with Purchase Option (this "Schedule") is between Ricoh USA, Inc. ("we" or "us") and
City of Jeffersonville , as customer or lessee("Customer" or "you"). This
Schedule constitutes a"Schedule,""Product Schedule,"or"Order Agreement,"as applicable,under the_
(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 Jeffersonville Mike Moore
Customer(Bill To) Billing Contact Name
500 Quartermaster Ct STE 300. 500 Quartermaster Ct STE 300
Product Location Address Billing Address(if different from location address)
Jeffersonville Clark IN 47130-3672 Jeffersonville Clark IN 47130-3672
City County State Zip City County State Zip
Billing Contact Telephone Number Billing Contact Facsimile Number Billing Contact E-Mail Address
812-280-3260 mmoore@cityofjeff.net
PRODUCT DESCRIPTION("Product")
Qty Product Description: Make&Model Qty Product Description: Make&Model
1 Ricoh MPC4504ex Branding Set
8 Ricoh 301SPF
PAYMENT SCHEDULE
Mininmm Term Minimum Payment Interest Rate Minimum Payment Billing Advance Payment
(months) (Without Tar) Frequency
6.42
48 % El Monthly ® 1"Payment
489.86 s per annum
note helatr) ® Quarterly 0 1"&Last Payment j
0 Other: 01
Other:
*Only applicable if the Purchase Option Price below is the$1.00 Purchase Option. •
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Sales Tax Exempt: Iii Yes (Attach Exemption Certificate) Customer Billing Reference Number(P.O.tt,etc.) i
I.R.C.Section 103 Interest Tax Exempt: ❑Yes
Addendum Attached: 0 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"l.ease Payment,"and the terns"Effective Date"shall have 1
the same meaning as"Commencement Date." 1
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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 provided in any non-
appropriation provision of the Lease Agreement,if applicable.If we accept this Schedule,you agree to rent the above Product from us,and we agree to rent such
Product to you,on all the terms hereof,including the terms and conditions of the Lease Agreement.THIS WILL ACKNOWLEDGE THAT YOU HAVE READ
AND UNDERSTAND THIS SCHEDULE AND THE LEASE AGREEMENT AND HAVE RECEIVED A COPY OT THIS SCHEDULE AND THE LEASE
AGREEMENT.
a
3. Purchase Option: ;
(a) Purchase Option Price: 1
El Fair Market Value Purchase Option(plus any applicable tax)
D$1.00 Purchase Option(plus any applicable tax)
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(b) Unless the above Purchase Option price is the$1.00 Purchase Option,Customer agrees that this transaction is a true rental. If the above Purchase Option price
is the$1.00 Purchase Option,then
(i) notwithstanding anything to the contrary in the Lease Agreement,with respect to(his Schedule only: It is the mutual intention of the patties that
Customer shalt be considered the owner of the Product(excluding all Software,which is owned and licensed to you by the Software Supplier)for
various purposes,including federal income tax purposes,as of the Effective Date. You are entitled to all federal income tax benefits afforded to the
owner of the Product,but we shall not be liable to you if you fail to secure or obtain such benefits. You will keep the Product free of all liens and
encumbrances. You hereby grant to us a security interest in the Product covered by this Schedule(including any replacements,substitutions,
additions,attachments and proceeds)as security for the payment of the amounts due or to become due under each Schedule. You arc required to file
all property tax returns where applicable and promptly pay all property taxes that may be assessed against the Product and,if we are required by the
applicable taxing jurisdiction to pay such taxes,you shall promptly reimburse us for such tax payments.";
(ii) in the event of default under the Lease Agreement or this Schedule,we may exercise all rights and remedies of a secured party under applicable law,
in addition to any and all rights and remedies we may otherwise have under the Lease Agreement, including, without limitation, the right to
repossess the Product free and clear of any of your rights and interests in the Product;
(iii) notwithstanding anything to the contrary in the Lease Agreement,if no default has occurred and is continuing under the Lease Agreement or this
Schedule and all of your obligations under this Schedule have been satisfied,we will release any security interest that we may have in the Product,
you shall have no obligation to provide any end-of-term notice to us,and this Schedule will terminate and not be renewed;and
(iv) the total cost of the Product is an amount equal to the sum of the Minimum Payments set forth above over the Minimum Term set forth above,
discounted to present value at the constant per annum Interest Rate set forth above.
(c) If the above Purchase Option price is the Fair Market Value Purchase Option,then notwithstanding anything to the contrary in the Lease Agreement,if no
default has occurred and is continuing under the Lease Agreement or this Schedule,you will have the option at the end of the original term,or any renewal
term,of this Schedule to purchase,for the above Purchase Option price,all(but not less than all)of the related Product covered by this Schedule at a purchase
price equal to the then-existing fair market value of such Product. You must give us at least thirty(30)days written notice,by certified or registered mail,
before the end of the original term of this Schedule,or any renewal term,that you will purchase the related Product or that you will return the related Product to
us.In the event that you exercise such option,fair market value of the Product will be defined as the price a willing buyer will pay to a willing seller with no
obligation to sell or purchase the Product in an open market.If both parties cannot agree to a price,you may request an independent appraisal by an appraiser
approved by us,and both parties agree to the value as determined by the appraiser.All appraisal costs are to be borne by you.You agree to pay all sales tax,use
tax and other similar tax payable in connection with the purchase of the Product.If you do not give us such written notice or if you do not purchase or return the
related Product in accordance with the terms and conditions of the Lease Agreement and this Schedule,the original term of this Schedule,or any renewal term,
will automatically renew in accordance with the terms of Section 14 of the Lease Agreement. This purchase option shall not apply to any Software.
(d) If the above Purchase Option price is the Fair Market Value Purchase Option,then upon receipt by us of payment of the Purchase Option price described in
clause(c) of this Paragraph 3, we will transfer our interest in the related Product to you "AS IS,WHERE IS"without any representation or warranty
whatsoever,and this Schedule will terminate.
4. Both parties intend to comply with all applicable laws. In no event will we charge or collect any amounts in excess of those allowed by applicable law. Any part of
the Lease Agreement or this Schedule that could,but for this Section, be read under any circumstance to allow for a charge higher than that allowable under
applicable law is limited and modified by this Section to limit the amounts chargeable to the maximum amount allowed. If,in any circumstance,any amount in
excess of that allowed by law is charged or received,any such charge will be deemed limited by the amount legally allowed and any amount received by us in excess
of that legally allowed will be applied by us to the payment of amounts legally owed under the Lease Agreement or refunded to Customer.
5. WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEGAL, TAX OR
ACCOUNTING TREATMENT OF THE LEASE AGREEMENT, THIS SCHEDULE OR THE TRANSACTIONS EVIDENCED THEREBY. YOU
ACKNOWLEDGE THAT WE ARE NOT AN AGENT OR A FIDUCIARY OF CUSTOMER. YOU WILL OBTAIN YOUR OWN LEGAL, TAX AND
ACCOUNTING ADVICE AND WILL MAKE YOUR OWN DETERMINATION OF THE PROPER TREATMENT OF THE LEASE AGREEMENT AND THIS
SCHEDULE.
6. Additional Provisions(if any)a
THE PERSON SIGNING TH r 1 S LE ON REN OF THE CUSTOMER REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO DO SO.
CUSTOMER Accepted by: RICOH USA,INC.
By: X By:
Authorized Signer S gnature Authorized Signer Signature
Printed Name: /r/r .0 / 0 rI / e Printed Name:
Title: Date:ca8 Title: Date:
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LSEADD SLG-PS-PO 04.12 Ricoh!+>and the Ricoh Logo are registered trademarks of Ricoh Company,Ltd. Page 2 of 2
RICOH Ricoh USA,Inc.
70 Valley Stream Parkway
Master Lease Agreement Malvern,PA 19355
Number:
CUSTOMER INFORMATION
Full Legal Name CITY OF JEFFERSONVILLE
Address 500 QUARTERMASTER CT STE 300
City State Zip Contact Telephone Number
JEFFERSONVILLE IN 47130-3672 Mike Moore (812)280-3260
Federal Tax ID Number Facsimile Number E-mail Address
MMoore@CityofJeff net
(Do No!hum,Social Securay Number)
+Not required for State and Local Government entities.
This Master Lease Agreement("Lease Agreement")has been written in clear,easy to understand English.When we use the words"you","your"or"Customer"in this
Lease Agreement,we mean you,our customer,as indicated above.When we use the words"we","us"or"our"in this Lease Agreement,we mean Ricoh USA, Inc.
("Ricoh")or,if we assign this Lease Agreement or any Schedules executed in accordance with this Lease Agreement,pursuant to Section 13 below,the Assignee(as
defined below).Our corporate office is located at 70 Valley Stream Parkway,Malvern,PA 19355.
1. Agreement. We agree to lease or rent, as specified in any equipment schedule agree that cash and cash equivalents are not acceptable forms of payment for this Lease
executed by you and us and incorporating the terms of this Lease Agreement by Agreement or any Schedule and that you will not remit such forms of payment to us.
reference(a"Schedule"),to you,and you agree to lease or rent,as applicable,from us, Payment in any other form may delay processing or be returned to you. Furthermore,
subject to the terms of this Lease Agreement and such Schedule, the personal and only you or your authorized agent as approved by us will remit payments to us.
intangible property described in such Schedule.The personal and intangible property
described on a Schedule (together with all attachments, replacements, parts, 4.Product Location;Use and Repair.You will keep and use the Product only at the
substitutions, additions, repairs, and accessories incorporated in or affixed to the Product Location shown in the applicable Schedule.You will not move the
property and any license or subscription rights associated with the property)will be Product from the location specified in the applicable Schedule or make any alterations,
collectively referred to as"Product."The manufacturer of the tangible Product shall be additions or replacements to the Product without our prior written consent, which
referred to as the "Manufacturer." To the extent the Product includes intangible consent will not be unreasonably withheld.At your own cost and expense,you will keep
property or associated services such as periodic software licenses and prepaid data base the Product eligible for any Manufacturer's certification as to maintenance and in
subscription rights,such intangible property shall be referred to as the"Software." compliance with applicable laws and in good condition,except for ordinary wear and
tear. You shall engage Ricoh,its subsidiaries or affiliates,or an independent third party
2.Schedules;Delivery and Acceptance. Each Schedule that incorporates this Lease (the"Servicer") to provide maintenance and support services pursuant to a separate
Agreement shall be governed by the terms and conditions of this Lease Agreement,as agreement for such purpose("Maintenance Agreement"). All alterations,additions or
well as by the terms and conditions set forth in such individual Schedule. Each replacements will become part of the Product and our property at no cost or expense to
Schedule shall constitute a complete agreement separate and distinct from this Lease us.We may inspect the Product at any reasonable time.
Agreement and any other Schedule.hi the event of a conflict between the terms of this
Lease Agreement and any Schedule, the terms of such Schedule shall govern and 5.Taxes and Fees.In addition to the payments under this Lease Agreement,you agree
control,but only with respect to the Product subject to such Schedule. The termination to pay all taxes, assessments, fees and charges governmentally imposed upon our
of this Lease Agreement will not affect any Schedule executed prior to the effective date purchase, ownership, possession, leasing, renting, operation, control or use of the
of such termination.When you receive the Product,you agree to inspect it to determine
it is in good working order. Scheduled Payments (as specified in the applicable Product. If we are required to file and pay property tax,you agree,at our discretion,to
Schedule)will begin on the Product delivery and acceptance date("Effective Date").
either: (a) reimburse us for all personal property and other similar taxes and
You agree to sign and return to us a delivery and acceptance certificate(which,at our governmental charges associated with the ownership,possession or use of the Product
request,may be done electronically)within three(3)business days after any Product is when billed by the jurisdictions;or(b)remit to us each billing period our estimate of the
installed. pro-rated equivalent of such taxes and governmental charges.In the event that the billing
period sums include a separately stated estimate of personal property and other similar
3. Term; Payments. The first scheduled Payment (as specified in the applicable taxes,you acknowledge and agree that such amount represents our estimate of such taxes
Schedule)("Payment")will be due on the Effective Date or such later date as we may that will be payable with respect to the Product during the term of the applicable
designate.The remaining Payments will be due on the same day of each subsequent Schedule.As compensation for our internal and external costs in the administration of
month,unless otherwise specified on the applicable Schedule.If any Payment or other taxes related to each unit of Product,you agree to pay us a"Property Tax Administrative
amount payable under any Schedule is not received within ten(10)days of its due date, Fee"in an amount not to exceed the greater of 10%of the invoiced property tax amount
you will pay to us,in addition to that Payment,a one-time late charge of 5%of the or$10 each time such tax is invoiced during the term of the applicable Schedule,not to
overdue Payment (but in no event greater than the maximum amount allowed by exceed the maximum amount permitted by applicable law. The Property Tax
applicable law).You also agree to pay all shipping and delivery costs associated with Administrative Fee,at our sole discretion,may be increased by an amount not exceeding
the ownership or use of the Product,which amounts may be included in your Payment 10% thereof for each subsequent year during the term of the applicable Schedule to
or billed separately. You agree to pay$25.00 for each check returned for insufficient reflect our increased cost of administration and we wilt notify you of any such increase
funds or for any other reason. You also agree that,except as set forth in Section 18 by indicating such increased amount in the relevant invoice or in such other manner as
below,THIS IS AN UNCONDITIONAL,NON-CANCELABLE AGREEMENT FOR we may deem appropriate. If we are required to pay upfront sales or use tax and you opt
THE MINIMUM TERM INDICATED ON ANY SCHEDULE TO THIS LEASE to pay such tax over the term of the lease and not as a lump sum at lease inception,then
AGREEMENT.All Payments to us are"net"and unconditional and are not subject to you agree to pay us a"Sales Tax Administrative Fee"equal to 3.5%of the total tax due
set off,defense,counterclaim or reduction for any reason. You agree that you will per year. Sales and use tax,if applicable,will be charged until a valid sales and use tax
remit payments to us in the form of company checks(or personal checks in the case of exemption certificate is provided to us.
sole proprietorships),direct debit or wires only. You also
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6.Warranties.We transfer to you,without recourse,for the term of each Schedule,any the Software("Software Supplier").You are responsible for entering into any Software
written warranties made by the Manufacturer or Software Supplier(as defined in License with the Software Supplier no later that]the Effective Date.
Section 10 of this Lease Agreement) with respect to the Product leased or rented 11.Default.Each of the following is a"Default"under this Lease Agreement and all
pursuant to such Schedule.YOU ACKNOWLEDGE THAT YOU HAVE SELECtED Schedules:(a)you fail to pay any Payment or any other amount within thirty(30)days of
THE PRODUCT BASED ON YOUR OWN JUDGMENT AND'YOU HEREBY its due date,(b)any representation or warranty made by you in this Lease Agreement is
AFFIRMATIVELY DISCLAIM RELIANCE ON ANY ORAL REPRESENTATION false or incorrect and/or you do not perform any of your other obligations under this
CONCERNING THE PRODUCT MADE TO YOU. However, if you enter into a Lease Agreement or any Schedule and/or under any other agreement with us or with any
Maintenance Agreement with Servicer with respect to any Product,no provision,clause of our affiliates and this failure continues for thirty(30)days after we have notified you
or paragraph of this Lease Agreement shall alter,restrict,diminish or waive the rights, of it,(c)a petition is filed by or against you or any guarantor under any bankruptcy or
remedies or benefits that you may have against Servicer under such Maintenance insolvency law or a trustee,receiver or liquidator is appointed for you,any guarantor or
Agreement. WE MAKE NO WARRANTY,EXPRESS OR IMPLIED,AS TO ANY any substantial part of your assets,(d)you or any guarantor makes an assignment for the
MATTER WHATSOEVER,INCLUDING,BUT NOT LIMITED TD,THE IMPLIED benefit of creditors,(e)any guarantor dies,stops doing business as a going concern or
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR transfers all or substantially all of such guarantor's assets,or(f)you stop doing business
PURPOSE. AS TO US AND OUR ASSIGNEE, YOU LEASE OR RENT THE as a going concern or transfer all or substantially all of your assets.
PRODUCT"AS-IS." The only warranties,express or implied,made to you are the 12.Remedies.If a Default occurs,we may do one or more of the following:(a)we may
warranties(if any)made by the Manufacturer and/or Servicer to you in any documents, cancel or terminate this Lease Agreement and/or any or all Schedules,and/or any or all
other than this Lease Agreement,executed by and between the Manufacturer and/or other agreements that we have entered into with you; (b) we may require you to
Servicer and you.YOU AGREE THAT,NOTWITHSTANDING ANYTHING TO THE immediately pay to us,as compensation for loss of our bargain and not as a penalty,a
CONTRARY,WE ARE NOT RESPONSIBLE FOR,AND YOU WILL NOT MAKE sum equal to:(i)all past due Payments and all other amounts then due and payable under
ANY CLAIM AGAINST US FOR, ANY CONSEQUENTIAL, SPECIAL, OR this Lease Agreement or any Schedule;and(ii)the present value of all unpaid Payments
INDIRECT DAMAGES. for the remainder of the term of each Schedule plus the present value of our anticipated
7.Loss or Damage.You are responsible for any theft of,destruction of,or damage to value of the Product at the end of the initial term of any Schedule(or any renewal of such
the Product(collectively,"Loss")from any cause at all,whether or not insured,from Schedule),each discounted at a rate equal to 3%per year to the date of default,and we
the time of Product delivery to you until it is delivered to us at the end of the term of the may charge you interest on all amounts due us from the date of default until paid at the
Schedule. You are required to make all Payments even if there is a Loss. You must rate of 1.5%per month,but in no event more than the maximum rate permitted by
notify us in writing immediately of any Loss.Then,at our option,you will either(a) applicable law.We agree to apply the net proceeds(as specified below in this Section)of
repair the Product so that it is in good condition and working order,eligible for any any disposition of the Product to the amounts that you owe us;(c)we may require you to
Manufacturer's certification,(b)pay us the amounts specified in Section 12 below,or deliver the Product to us as set forth in Section 14;(d)we or our representative may
(c)replace the Product with equipment of like age and capacity from Ricoh. peacefully repossess the Product without court order and you will not make any claims
II.Indemnity,liability and Insurance.(a)To the extent not prohibited by applicable against us for damages or trespass or any other reason;(e)we may exercise any and all
law,you agree to indemnify us,defend us and hold us harmless from all claims arising other rights or remedies available to a lender,secured party or lessor under the Uniform
out of the death or bodily injury of any person or the damage,loss or destruction of any Commercial Code("UCC"),including,without limitation,those set forth in Article 2A
tangible property caused by or to the Product,except to the extent caused by our gross of the UCC,and at law or in equity;(I)we may immediately terminate your right to use
negligence or willful misconduct. (b)You agree to maintain insurance to cover the
Product for all types of loss,including,without limitation,theft,in an amount not less the Software including the disabling (on-site or by remote communication) of any
than the full replacement value and you will name us as an additional insured and loss Software; (g) we may demand the immediate return and obtain possession of the
payee on your insurance policy. In addition,you agree to maintain comprehensive Software and re-license the Software at a public or private sale;(h)we may cause the
public liability insurance,which,upon our request,shall be in an amount acceptable to S e Soft Supplier to terminate the Software License, support and outer services tinder
us and shall name us as an additional insured.Such insurance will provide that we will the oftvrtrc License,and/or(i)at our option,we may sell,re-lease,or otherwise dispose
be given thirty(30)days advance notice of any cancellation. Upon our request,you of the Product under such terms and conditions as may be acceptable to us in our
agree to provide us with evidence of such insurance in a form reasonably satisfactory to discretion. You agree to pay all of our costs of enforcing our rights against you,
us. If you fail to maintain such insurance or to provide us with evidence of such including reasonable attorneys'fees,and all costs related to the sale or disposition of the
insurance,we may(but are not obligated to)obtain insurance in such amounts and Product including,without limitation,incidental damages expended in the repossession,
against such risks as we deem necessary to protect our interest in the Product. Such repair, preparation, and advertisement for sale or lease or other disposition of the
insurance obtained by us will not insure you against any claim,liability or loss related Product.If we take possession of the Product(or any Software,if applicable),we may
to your interest in the Product and may be cancelled by us at any time. You agree to sell or otherwise dispose of it with or without notice,at a public or private disposition,
pay us an additional amount each month to reimburse us for the insurance premium and and to apply the net proceeds(after we have deducted all costs,including reasonable
an administrative fee,on which we or our affiliates may earn a profit. In the event of attorneys' fees)to the amounts that you owe us. You agree that, if notice of sale is
loss or damage to the Product, you agree to remain responsible for the Payment required by law to be given,five(5)days notice shall constitute reasonable notice.You
obligations under this Lease Agreement until the Payment obligations are fully satisfied. will remain responsible for any deficiency that is due after we have applied any such net
9.Title;Recording.We are the owner of and will hold title to the Product(except for proceeds.
any Software).You will keep the Product free of all liens and encumbrances.Except as 13. Ownership of Product; Assignment. YOU HAVE NO RIGHT TO SELL,
reflected on any Schedule, you agree that this Lease Agreement is a true lease. TRANSFER,ENCUMBER,SUBLET OR ASSIGN THE PRODUCT OR THIS LEASE
However,if any Schedule is deemed to be intended for security,you hereby grant to us AGREEMENT OR ANY SCHEDULE WITHOUT OUR PRIOR WRITTEN CONSENT
a purchase money security interest in the Product covered by the applicable Schedule (which consent shall not be unreasonably withheld). You agree that we may sell or
(including any replacements, substitutions, additions, attachments and proceeds)as assign all or a portion of our interests in the Product and/or this Lease Agreement or any
security for the payment of the amounts under each Schedule.You authorize us to file a Schedule without notice to you even if less than all the Payments have been assigned.In
copy of this Lease Agreement and/or any Schedule as a financing statement,and you that event,the assignee(the"Assignee")will have such rights as we assign to them but
agree to promptly execute and deliver to us any financing statements covering the none of our obligations(we will keep those obligations)and the rights of the Assignee
Product that we may reasonably require;provided,however,that you hereby authorize will not be subject to any claims,defenses or set offs that you may have against us. No
us to file any such financing statement without your authentication to the extent assignment to an Assignee will release Ricoh from any obligations Ricoh may have to
permitted by applicable law. you hereunder. The Maintenance Agreement you have entered into with a Servicer will
10.Software or Intangibles.To the extent that the Product includes Software,you remain in full force and effect with Servicer and will not be affected by any such
understand and agree that we have no right,title or interest in the Software,and you assignment. You acknowledge that the Assignee did not manufacture or design the
will comply throughout the term of this Lease Agreement with any license and/or other Product and that you have selected the Manufacturer,Servicer and the Product based on
agreement("Software License")entered into with the supplier of your own judgment.
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14. Renewal; Return of Product. AFTER THE MINIMUM TERM OR ANY agrees that its liability is joint and several.It is the express intent of the parties not to
EXTENSION OF ANY SCHEDULE TO THIS LEASE AGREEMENT, SUCH violate any applicable usury laws or to exceed the maximum amount of time price
SCHEDULE WILL AUTOMATICALLY RENEW ON A MONTH-TO-MONTH differential or interest,as applicable,permitted to be charged or collected by applicable
BASIS UNLESS EITHER PARTY NOTIFIES THE OTHER IN WRITING AT LEAST law,and any such excess payment will be applied to payments in the order of maturity,
THIRTY(30)DAYS,BUT NOT MORE THAN ONE HUNDRED TWENTY(120) and any remaining excess will be refunded to you. We make no representation or
DAYS, PRIOR TO THE EXPIRATION OF THE MINIMUM TERM OR warranty of any kind,express or implied,with respect to the legal,tax or accounting
EXTENSION OF SUCH SCHEDULE; PROVIDED,HOWEVER, THAT AT ANY treatment of this Lease Agreement and any Schedule and you acknowledge that we are
TIME DURING ANY MONTH-TO-MONTH RENEWAL,WE HAVE THE RIGHT, an independent contractor and not your fiduciary. You will obtain your own legal,tax
UPON THIRTY(30)DAYS NOTICE,TO DEMAND THAT YOU RETURN THE and accounting advice related to this Lease Agreement or any Schedule and make your
PRODUCT TO US IN ACCORDANCE WITH THE TERMS OF THIS SECITON Id. own determination of the proper accounting treatment of this Lease Agreement or any
Notwithstanding the foregoing, nothing herein is intended to provide, nor shall be Schedule. We may receive compensation from the Manufacturer or supplier of the
interpreted as providing,(a)you with a legally enforceable option to extend or renew Product in order to enable us to reduce the cost of leasing or renting the Product to you
the terms of this Lease Agreement or any Schedule,or(b)us with a legally enforceable under this Lease Agreement or any Schedule below what we otherwise would charge. If
option to compel any such extension or renewal.At the end of or upon termination of we received such compensation, the reduction in the cost of leasing or renting the
each Schedule, you will immediately return the Product subject to such expired Product is reflected in the Minimum Payment specified in the applicable Schedule. You
Schedule to us(or our designee),to clic location designated by us,in as good condition authorize us,our agent and/or our Assignee to obtain credit reports and make credit
as when you received it,except for ordinary wear and tear. You will bear all shipping, inquiries regarding you and your financial condition and to provide your information,
de-installing,and crating expenses of the Product and will insure the Product for its full including payment history,to our Assignee and third parties having an economic interest
replacement value during shipping. You must pay additional monthly Payments at the in this Lease Agreement,any Schedule or the Product. You agree to provide updated
same rate as then in effect under a Schedule,until the Product is returned by you and is
received in good condition and working order by us or our designees. Notwithstanding annual and/or quarterly financial statements to us upon request.
anything to the contrary set forth in this Lease Agreement,the parties acknowledge and 16.Governing Law;Jurisdiction;Waiver of Trial By Jury and Certain Rights and
agree that we shall have no obligation to remove, delete, preserve, maintain or Remedies Under The Uniform Commercial Code. YOU AGREE THAT THIS
otherwise safeguard any information,images or content retained by or resident in any LEASE AGREEMENT AND ANY SCHEDULE WILL BE GOVERNED UNDER THE
Products leased by you hereunder,whether through a digital storage device,hard drive LAW FOR TILE COMMONWEALTH OF PENNSYLVANIA.YOU ALSO CONSENT
or other electronic medium("Data Management Services"). If desired,you may engage TO THE VENUE AND NON-EXCLUSIVE JURISDICTION OF ANY COURT
Ricoh to perform Data Management Services at then-prevailing rates. You LOCATED IN EACH OF THE COMMONWEALTH OF PENNSYLVANIA AND THE
acknowledge that you are responsible for ensuring your own compliance with legal STATE WHERE YOUR PRINCIPAL PLACE OF BUSINESS OR RESIDENCE IS
requirements in connection with data retention and protection and that we do not LOCATED TO RESOLVE ANY CONFLICT UNDER THIS LEASE AGREEMENT.
provide legal advice or represent that the Products will guarantee compliance with such THE PARTIES TO THIS LEASE AGREEMENT EACH WAIVE THE RIGHT TO
requirements. The selection,use and design of any Data Management Services,and TRIAL BY JURY IN THE EVENT OF A LAWSUIT.TO TILE EXTENT PERMITTED
any decisions arising with respect to the deletion or storage of data,as well as the loss BY APPLICABLE LAW, YOU WAIVE ANY AND ALL RIGHTS AND REMEDIES
of any data resulting therefrom,shall be your sole and exclusive responsibility. CONFERRED UPON A CUSTOMER OR LESSEE BY ARTICLE 2A OF THE UCC
15.Miscellaneous. It is the intent of the parties that this Lease Agreement and any THAT YOU MAY HAVE AGAINST US (BUT NOT AGAINST THE
Schedule shall be deemed and constitute a "finance lease" as defined under and MANUFACTURER OF THE PRODUCT). TO HELP THE GOVERNMENT FIGHT
governed by Article 2A of the UCC.ORAL AGREEMENTS OR COMMITMENTS THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES,
TO LOAN MONEY,EXTEND CREDIT OR TO FORBEAR FROM ENFORCING FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN,
REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW VERIFY AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO
SUCH DEBT ARE NOT ENFORCEABLE.YOU AGREE THAT THE TERMS AND OPENS AN ACCOUNT. WHAT THIS MEANS FOR YOU: WHEN YOU OPEN AN
CONDITIONS CONTAINED IN THIS LEASE AGREEMENT AND IN EACH ACCOUNT, WE WILL ASK FOR YOUR NAME, ADDRESS AND OTHER
SCHEDULE MAKE UP THE ENTIRE AGREEMENT BETWEEN US REGARDING INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU. WE MAY ASK TO
THE LEASING OR RENTAL OF THE PRODUCT AND SUPERSEDE ALL PRIOR SEE IDENTIFYING DOCUMENTS.
WRITTEN OR ORAL COMMUNICATIONS, UNDERSTANDINGS OR 17.Counterparts; Facsimiles.Each Schedule may be executed in counterparts. The
AGREEMENTS BETWEEN THE PARTIES RELATING TO THE SUBJECT counterpart which has our original signature and/or is in our possession or control shall
MATTER CONTAINED HEREIN, INCLUDING, WITHOUT LIMITATION, constitute chattel paper as that term is defined in the UCC and shall constitute the
PURCHASE ORDERS. Any purchase order,or other ordering documents, will not original agreement for all purposes,including,without limitation,(a)any hearing,trial
modify or affect this Lease Agreement or any Schedule,nor have any other legal effect or proceeding with respect to such Schedule,and(b)any determination as to which
and shall serve only the purpose of identifying the equipment ordered.You authorize us version of such Schedule constitutes the single true original item of chattel paper under
to supply any missing "configure to order" number ("CTO"), other equipment the UCC. If you sign and transmit a Schedule to us by facsimile or other electronic
identification numbers (including, without limitation, serial numbers), transmission, the facsimile or such electronic transmission of such Schedule, upon
agreement/schedule identification numbers and/or dates in this Lease Agreement or any execution by us(manually or electronically,as applicable),shall be binding upon the
Schedule. You acknowledge that you have not been induced to enter into this Lease parties. You agree that the facsimile or other electronic transmission of a Schedule
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 containing your facsimile or other electronically transmitted signature,which is manually
sign it.Any change in any of the terms and conditions of this Lease Agreement or any or electronically signed by us,shall constitute the original agreement for all purposes,
Schedule must be in writing and signed by us.If we delay or fail to enforce any of its including,without limitation,those outlined above in this Section. You agree to deliver
rights under this I.ease Agreement with respect to any or all Schedules,we will still be to us upon our request the counterpart of such Schedule containing your original manual
able to enforce those rights at a later time.All notices shall be given in writing and sent signature.
either(a)by certified mail or recognized overnight delivery service,postage prepaid, 18. State and Local Government Provisions. If the Customer is a State or political
addressed to the party receiving the notice at the address shown on the front of this subdivision of a State,as those terms are defined in Section 103 of the Internal Revenue
Lease Agreement, or (b)by facsimile transmission, with oral confirmation, to the Code,the following additional terms and conditions shall apply:
facsimile number shown below such party's signature on this Lease Agreement.Either (a)Essentiality.During the term of this(.ease Agreement and any Schedule,the Product
party may change its address or facsimile number by giving written notice of such will be used solely for the purpose of performing one or more governmental or
change to the other party. Notices shall be effective on the dale sent. Each of our proprietary functions consistent with the permissible scope of your authority. You
respective rights and indemnities will survive the termination of this Lease Agreement represent and warrant that the use of the Product is essential to performing such
and each Schedule.If more than one customer has signed this Lease Agreement or any governmental or proprietary functions.
Schedule,each customer
MSTISE MA 02.13 Ricoh®and the Ricoh Logo arc registered trademarks of Ricoh Company,Ltd. Page 3 of 4
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(b)Non-Appropriation/Non-Substitution.(i)If all of the following shall occur:(A) made.The parties acknowledge that appropriation for rentals is a governmental function
your governing body fails to appropriate sufficient monies in any fiscal period for to which you cannot contractually commit yourself in advance and this Lease Agreement
rentals and other payments coming due under a Schedule to this Lease Agreement in shall not constitute such a commitment.To the extent permitted by law,the person or
the next succeeding fiscal period for any equipment which will perform services and entity in charge of preparing your budget will include in the budget request for each
functions which in whole or in part are essentially the same services and functions fiscal year during the term of each Schedule,respectively,to this Lease Agreement an
performed by the Product covered by any such Schedule, (B) other funds are not amount equal to the rentals(to be used for such rentals)to become due in such fiscal
available for such payments,and(C)the non-appropriation of funds did not result from year,and will use all reasonable and lawful means available to secure the appropriation
any act or failure to act on your part,then a"Non-Appropriation"shall be deemed to of money for such fiscal year sufficient to pay all rentals coining due during such fiscal
have occurred. (ii) If a Non-Appropriation occurs, then: (A) you must give us year.
immediate notice of such Non-Appropriation and provide written notice of such failure (d)Authority and Authorization.(i)You represent and warrant to us that:(A)you are
by your governing body at least sixty(60)days prior to the end of the then current fiscal a State or political subdivision of a State,as those terms are defined in Section 103 of the
year or if Non-Appropriation has not occurred by such date,immediately upon Non- Internal Revenue Code;(13)you have the power and authority to enter into this Lease
Appropriation,(B)no later than the last day of the fiscal year for which appropriations Agreement and all Schedules to this Lease Agreement;(C)this Lease Agreement and all
were made for the rental due under any Schedule to this Lease Agreement(the"Return Schedules to this Lease Agreement have been duly authorized,executed and delivered by
Date"),you shall return to us 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 you and constitute valid, legal and binding agreement(s) enforceable against you in
hereof;and(C)any Schedule to this Lease Agreement shall terminate on the Return accordance with their terms; and(D) no further approval, consent or withholding of
Date without penalty or expense to you and you shall not be obligated to pay the rentals objections is required from any governmental authority with respect to this Lease
beyond such fiscal year,provided that(x)you shall pay any and all rentals and other Agreement or any Schedule to this Lease Agreement.(ii)If and to the extent required by
payments due up through the end of the last day of the fiscal year for which us,you agree to provide us with an opinion of independent counsel (who shall be
appropriations were made and(y)you shall pay month-to-month rent at the rate set reasonably acceptable to us)confirming the foregoing and other related matters,in form
forth in any such Schedule for each month or part thereof that you fail to return the and substance acceptable to us.(iii)You agree to take all required actions and to file all
Product as required herein.(iii)Upon any such Non-Appropriation,upon our request, necessary forms,including IRS Forms 8038-G or 8038-GC,as applicable,to preserve the
you will provide,upon our request,an opinion of independent counsel(who shall be tax exempt status of this Lease Agreement and all Schedules thereto. (iv)You agree to
reasonably acceptable to us),in form reasonably acceptable to us,confirming the Non- provide us with any other documents that we may reasonably request in connection with
Appropriation and providing reasonably sufficient proof of such Non-Appropriation. the foregoing and this Lease Agreement.
(c) Funding Intent. You represent and warrant to us that you presently intend to (e)Assignment. You agree to acknowledge any assignment to the Assignee in writing,
continue this Lease Agreement and any Schedule hereto for the entire term of such if so requested,and,if applicable, to keep a complete and accurate record of all such
Schedule and to pay all rentals relating to such Schedule and to do all things lawfully assignments in a manner that complies with Section 149(a)of the internal Revenue Code
within your power to obtain and maintain funds from which the rentals and all other and the regulations promulgated thereunder.
payments owing under such Schedule may be
IN WITNESS WHEREOF,tpa ave executed this Lease Adeement as of the dates set forth below.
THE PERSON SIGNING TH. : AGREEMENT ON HA OF THE CUSTOMER REPRESENTS THAT HElSHE HAS THE AUTHORITY TO DO SO.
CUSTOMER f)9 Accepted by: RICOH LISA,INC.
By: X • �'�V` By ___
Authorized Signer Si_Mitre Autrorized Signer Signaiw•e
Printed Name: -( il0 r/' Printed Name:
9 Title: Date:
Title: j(.]/l, Date: ,y2,_ i /9
Facsimile Number:_ Facsimile Number:
MSTLSE MA 02.13 Ricoh®and the Ricoh Logo are registered trademarks of Ricoh Company,Ltd. Page 4 of 4
02/20/2018 15:24 PM 22872270
5
RI COI H
ORDER AGREEMENT Safe Type:LEASE
Sale Type: LEASE
ORDER AGREEMENT CONSISTS OF THIS PAGE AND THE TERMS AND CONDITIONS
BILL TO INFORMATION
Customer Legal Name:CITY OF JEFFERSONVILLE
Address Line 1: 500 QUARTERMASTER CT STE 300 Contact: Moore,Mike
Address Line 2: Phone: (812)280-3260
City: JEFFERSONVILLE E-mail: MMoore@CityofJeff-net
ST l Zip: IN/47130-3672 County: CLARK Fax:
ADDITIONAL ORDER INFORMATION
Check All That Apply:
Sales Tax Exempt(Attach Valid Exemption Certificate) 0 Fixed Service Charge °Add to Existing Service Contract#
o PO Included PO# o PS Service(Subject to and governed by separate Statement of Work)
o Syndication 0 IT Service(Subject to and governed by separate Statement of Work)
SERVICE INFORMATION
Service Term(Months) Base Billing Frequency Overage Billing Frequency
60 Months MONTHLY MONTHLY
SHIP TO INFORMATION
Customer Name:CITY OF JEFFERSONVILLE
Address Line 1: 500 QUARTERMASTER CT STE 300 Contact: Bruno,Haddy
Address Line 2: Phone: (812)280-3260
City: JEFFERSONVILLE E-mail: hbruno@cityofjeff.net
ST/Zip: IN/47130-3672 County: CLARK Fax:
PRODUCT INFORMATION
B!W Color
Product Description Qty Service Allowance B/w Ovg Allowance Color Ovg Service Base
Type (Per Base Billing (Per Base Ming (Per Base Billing Frequency)
Frequency) Frequency)
RICOH MPC4504EX 1 Gold N/A $0.0055 N/A $0.0400
BRANDING SET
RICOH MP301SPF 8 Gold N/A $0.0065 N/A N/A
BASIC CONNECTIVITY/PS/IT SERVICES INFORMATION
BASIC CONNECTIVITY I PS/IT Services Description Quantity
TS-TRAINING ADVANCED HARDWARE ONLY 10
IOODJRICOH GSNX V2 1 MFP 1YR M&S INC1YR 3
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BASIC CONNECTIVITY I PS/IT SERVICES INFORMATION
BASIC CONNECTIVITY I PS i IT Services Description Quantity
[00D]RICOH GSNX V2 1 MFP LICENSE INC1YR 1
[OA]PS INSTALLATION RICOH GLOBALSCAN NX SERVERLESS(FIXED 1
FEE)
TS NETWORK&SCAN-SEG BC4 1
TS NETWORK&SCAN-PRINTER 8
ORDER TOTALS
Service Type Offerings: Product Total:
Gold:Includes all supplies and staples. BASIC CONNECTIVITY I PS/IT
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:
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TERMS AND CONDITIONS MAINTENANCE SERVICE ONLY
Customer may acquire maintenance services("Services")for equipment,software and/or hardware products from Ricoh USA,Inc.("Ricoh")by executing
and delivering to Ricoh this Order for acceptance.
Services. (a)Each Order for Services must identify the specific Services to be performed, including, if applicable, the equipment to be serviced (the
"Serviced Products"),the Term(defined in Section 3)of the Service engagement,the location at which Services shall be performed and the applicable
Service Charges(defined in Section 4)for such Order.Ricoh will not be responsible to provide Services for Serviced Products In the event the Term and
location(s)are not identified on the Order accepted by Ricoh.
(b) For maintenance and repair Services, Ricoh will repair or replace in accordance with the terms and conditions of this Agreement and the
manufacturer's specifications, any part of the Serviced Products that becomes unserviceable due to normal usage(other than consumable supplies).
Replacement parts will be furnished on an exchange basis and will be new,reconditioned or used.All parts removed due to replacement will become the
property of Ricoh.
(c) The maintenance and repair Services provided by Ricoh under an Order will not include the following: (i) repairs resulting from misuse (including
without limitation Improper voltage or the use of supplies that do not conform to the manufacturer's specifications)or the failure to provide,or the failure of,
adequate electrical power, air conditioning or humidity control; (ii) repairs made necessary by service performed by persons other than Ricoh
representatives;(iii)unless covered under an extended hour service contract,service calls or work which Customer requests to be performed outside of
Normal Business Hours (defined below) and Service calls or work which Customer requests to be performed on Ricoh Holidays (defined below); (iv)
removable cassette,copy cabinet,exit trays,or any item not related to the mechanical or electrical operation of the Serviced Products;(v)consumable
supplies such as paper, staples, clear toner and white toner, unless expressly provided for in the applicable Order; (vi) repairs, service calls and/or
connectivity of attachments not purchased from Ricoh;(vii)any software,system support or related connectivity unless specified in writing by Ricoh;(viii)
parts no longer available from the applicable manufacturer; (ix) electrical work external to the Serviced Products, including problems resulting from
overloaded or improper circuits;(x)Installation or de-installation and/or movement of the Serviced Products from one location to another unless specified
in writing by Ricoh;(xi)repairs of damage or increase in service time caused by force majeure events;(xii)reconditioning and similar major overhauls of
Serviced Products;(xiii) any obligation to remove,delete, preserve,maintain or otherwise safeguard any information,images or content retained by or
resident in any Serviced Products,whether through a digital storage device,hard drive or other electronic medium("Data Management Services"),unless
Customer engages Ricoh to perform such Data Management Services at then-prevailing rates pursuant to an Order for such purpose; and (xiv)
engineering changes which provide additional capabilities to the Ricoh Equipment(defined in Section 13) covered herein unless made at Customer's
request and paid at Ricoh's applicable time and material rates then in effect. Damage to Serviced Products or parts arising from causes beyond the
control of Ricoh are not covered by this Agreement.Ricoh may terminate its Service obligations under any Order for Serviced Products that have been
modified,damaged,altered or serviced by personnel other than those employed by Ricoh.
Service Calls. Unless otherwise specified in an Order, service calls will be made during 9:00am-5:00pm local service time, Monday through Friday
("Normal Business Hours")at the installation address shown on the applicable Order.Service does not include coverage on Ricoh holidays,which include
New Year's Day, Memorial Day, 4th of July, Labor Day, Thanksgiving, the day after Thanksgiving and Christmas Day(collectively, "Ricoh Holidays").
Travel and labor-time for the service calls after Normal Business Hours,on weekends and on Ricoh Holidays,if and when available and only In the event
and to the extent that Ricoh agrees to provide such non-standard coverage,will be charged at overtime rates in effect at the time the service call is made.
While on-site at any Customer location, Ricoh personnel shall comply with Customer's reasonable policies pertaining to access, security and use of
Customer sites and systems,provided that such policies are provided to Ricoh in advance and In writing and do not conflict with the terms and conditions
of this Agreement.
Service Charges. (a)Service charges ("Service Charges")will be set forth on an Order. Service Charges will not include any charges for repairs or
Service that are otherwise covered by the applicable manufacturer's limited warranty during the period covered by any such warranty,to the extent Ricoh
has agreed with such manufacturer not to charge a customer for any such charges.Customer acknowledges and agrees that:(i)alterations,attachments,
specification changes,or use by Customer of sub-standard supplies that cause excessive service calls may require an increase in Service Charges;(ii)
the transfer of the Serviced Products from the location indicated on the applicable Order may result in an increase of Service Charges or the termination
of the Order; and (iii)to the extent that Customer requests that Ricoh registers with a third-party vendor prequalification service and Ricoh agrees to
register,Customer will be charged for Ricoh's registration and any other related fees for registering with such service and this Agreement shall be the only
terms and conditions to govern such registration and service.Customer shall be responsible for any costs related to freight(including fuel surcharges,
which may be imposed from time to time),postage/mailing expense(meter rentals)and/or administrative and processing fees and,to the extent Ricoh
pays such costs,Customer shall immediately reimburse Ricoh.
(b)Unless otherwise specified in an Order,Service Charges are based on standard 8.5x11 images.Ricoh reserves the right to assess additional images
charges for non-standard images,including 11x17 images.Customer acknowledges that pricing is based on the prevailing rates at the time of the Order.
Unless otherwise expressly agreed to In writing,if the Term(defined below)of this Order exceeds twelve(12)months,the Service Charges and any rate
expressly stated in this Order may be increased by Ricoh up to fifteen percent(15%)of the then-current Service Charges and rates annually for each year
beyond the initial twelve(12)month period,and Customer expressly consents to such adjustment without additional notice.
Term; Early Termination. Each Order shall become effective on the dale that Ricoh accepts the Order,and shall continue for the term identified in the
Order.At the expiration of the term identified in the Order,it will automatically renew for successive twelve(12)month periods unless notice of termination
as specified below is given.The duration of the Initial term and any extension or renewal thereto are collectively referred to as the"Term." Customer may
terminate any Order under this Agreement for convenience prior to expiration of its Term so long as Customer is not then in default and provides Ricoh at
least thirty(30)days prior written notice.Ricoh may terminate any Order under this Agreement for convenience prior to expiration of its Term so long as
Ricoh is not then in default and provides Customer at least sixty (60) days prior written notice. Should Customer elect to terminate an Order for
convenience that has a Term of at least thirty-six(36) months, Customer shall pay to Ricoh, as liquidated damages and not as a penalty, an early
termination fee in accordance with the following("Termination Fee"): (I)if the termination occurs in months one(1)through twelve(12)of the Term,an
amount equal to twelve(12)times the Monthly Service Charge(as defined below);(ii)If the termination occurs in months thirteen(13)through twenty-four
(24)of the Term, an amount equal to nine(9)times the Monthly Service Charge;and(iii)if the termination occurs anytime after the twenty-fourth(24th)
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month of the Term,an amount equal to the lesser of six(6)times the Monthly Service Charge or the number of months remaining under the then current
Term of such Order. For an Order having a Term of less than thirty-six(36)months,the Termination Fee shall be equal to the lesser of six(6)times the
Monthly Service Charge or the number of months remaining under the Term of such Order. For the purposes herein,the"Monthly Service Charge"shall
equal (t)the base monthly Service Charge set forth in the Order; or(ii)in the event the Order does not contain a base monthly Service Charge, the
average monthly Order charges for the six(6)month period prior to the date of Customer's termination. If such termination date occurs less than six(6)
months after the effective date of the Order,the Monthly Service Charge will be equal to the average monthly Order charges for the number of months the
Order was in effect.
Payment;Taxes. Payment terms are net ten(10)days.If invoices are unpaid and overdue,Customer agrees to pay Ricoh a late charge of one and one-
half percent(1.5%)per month on any unpaid amounts or the maximum allowed by law,whichever is less,and in addition shall pay Ricoh all costs and
expenses of collection, or in the enforcement of Ricoh's rights hereunder, including, but not limited to, reasonable internal and external legal costs,
whether or not suit is brought.Ricoh has no obligation to use Customer's invoicing or billing portals,processes,methods or invoicing formats specific to
Customer billing requirements. All remedies hereunder or at law are cumulative. 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 Products and/or
Services covered hereunder,other than income taxes of Ricoh.
Title; Risk of Loss. Unless otherwise agreed upon by both parties in writing, Products are deemed delivered and title passes to Customer: (i)upon
delivery by Ricoh to common carrier; or(ii) in the case of an arranged delivery by a local Ricoh installation vehicle, upon delivery by such vehicle to
Customer shipping point.Upon delivery in either case,Customer assumes all risk of theft,loss or damage to the Products,no matter how occasioned.
Default. In addition to any other rights or remedies which either party may have under this Agreement or at law or equity,either party shall have the right
to cancel the applicable Services specified in an Order made pursuant to this Agreement immediately:(I)If the other party fails to pay any fees or charges
or any other payments required under the Order when due and payable,and such failure continues for a period of ten(10)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 Agreement as incorporated into
the Order, 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; or(iii) if the other party becomes insolvent, dissolves, or assigns its assets for the benefit of its creditors, or files or has filed against it any
bankruptcy or reorganization proceeding. Failure to permit Ricoh to repair or replace the Serviced Products shall constitute a material breach of this
Agreement and excuse Ricoh from any and all future performance hereunder. Except as expressly permitted by this Agreement,no refund or credit will
be given for any early termination of this Agreement or any Order. If Customer defaults in its obligations hereunder,Ricoh may,in addition to any other
remedies available at law or equity,require Customer to immediately pay to Ricoh all past due payments under all Orders,and the Termination Fee.
Use of Recommended Supplies; Meter Readings. (a)It is not a condition of this Order that Customer use only Ricoh-provided supplies. If Customer
uses other than manufacturer-recommended supplies, induding paper, developer, toner, and fuser oil, and if such supplies are defective or not
acceptable for use on the Serviced Products or cause abnormally frequent service calls or service problems, then Ricoh may, at its option, assess a
surcharge or terminate the applicable Order with respect to such Serviced Products. If so terminated,Customer will be offered Service on a"per call"
basis at Ricoh's then-prevailing time and material rates. If Ricoh determines that Customer has used more Ricoh-provided supplies than the
manufacturer's recommended specifications, then Customer will pay reasonable charges for those excess supplies and/or Ricoh may refuse Customer
additional supply shipments.
(b)Customer is required to provide Ricoh actual and accurate meter readings in accordance with the billing schedule set forth on an Order.Ricoh may,at
its discretion and dependent upon Serviced Product capabilities,collect remote meter readings and utilize equipment monitoring services using automatic
meter reading solutions ("AMR"). This may allow for automated meter reading and submission, automatic placement of low toner alerts, automatic
placement of service calls in the event of a critical Serviced Product failure and may enable firmware upgrades. The meter count and other information
collected by AMR("Data") is sent via the internet to remote servers some of which may be located outside the U.S.AMR cannot and does not collect
Customer document content. Ricoh uses reasonably available technology to maintain the security of the Data;however,Customer acknowledges that
no one can guaranty security of information maintained on computers and on the internet. Ricoh retains full rights to the Data (but not Customer
documents or information),which it or its authorized third parties may use to service the Serviced Products. Ricoh may also use the Data for its normal
business purposes including product development and marketing research,however,the Data will not be provided to any non-Ricoh third party in a form
that personally identifies the Customer.Ricoh may dispose of the Data at any time and without notice.AMR technology is the confidential and proprietary
information of Ricoh and/or its licensors protected by copyright, trade secret and other laws and treaties. Ricoh retains full title, ownership and all
intellectual property rights in and to AMR.
(c)If an actual and accurate meter reading is not supplied to Ricoh in accordance with the billing schedule set forth on an Order,Ricoh may calculate an
estimated meter reading from previous meter readings and Customer agrees to pay Service Charges based on such calculated estimate.Appropriate
adjustments will be made by Ricoh in a subsequent billing cycle following Customer providing actual and accurate meter readings. If Ricoh contacts
Customer to obtain a meter reading, then Ricoh may assess an administrative fee in an amount equal to fifteen dollars ($15.00) per meter reading
collected per billing period for the time and expense associated with meter collection activity In addition to the Service Charges.If Ricoh visits Customer
location to obtain a meter reading,Ricoh may assess a fee according to the hourly service charge rate.
Customer Obligations. Customer agrees to provide a proper place for the use of the Serviced Products,including but not limited to,electric service,as
specified by the manufacturer.Customer will provide adequate facilities(at no charge)for use by Ricoh representatives in connection with the Service of
the Serviced Products hereunder within a reasonable distance of the Serviced Products. Customer agrees to provide such access to its facilities,
networks and systems as may be reasonably necessary for Ricoh to perform its Services,including but not limited to"360 degree"service access to the
Serviced Products.Customer will provide a key operator for the Serviced Products and will make operators available for instruction in use and care of the
Serviced Products. Unless otherwise agreed upon by Ricoh in writing or designated in the applicable Order, all supplies for use with the Serviced
Products will be provided by Customer and will be available"on site"for servicing.Customer agrees that(i)any equipment not serviced by Ricoh which
utilizes identical supplies to the Serviced Products must be covered under a separate inclusive non-Ricoh service program;and(ii)any Serviced Products
under one Ricoh Service Level may not utilize any supplies provided to other Serviced Products with a different Ricoh Service Level(i.e.,no sharing of
supplies across different Ricoh Service Levels).
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Insurance. Each party certifies that it maintains,through self-insurance or otherwise,reasonable amounts of general liability,auto and personal property
insurance,and workers'compensation insurance in the amount required by law,and that such insurance will remain in effect during the Term of an Order.
Such insurance shall be primary and non-contributory.Limits provided may not be construed to limit liability. General liability insurance shall include the
other party as an additional insured and contain no exclusions for cross liability between insureds. Upon request,each party agrees to deliver the other
party evidence of such insurance coverage.Failure to maintain adequate insurance does not relieve liability under this Agreement.
Indemnification. Each party("Indemnifying Party")shall indemnify,defend and hold harmless the other("Indemnified Party")from all third-party claims
incurred by the Indemnified Party arising out of the death or bodily injury of any agent,employee, or business invitee of the Indemnified Party, or the
damage,loss,or destruction of any tangible property of the indemnified Party to the extent proximately caused by the negligent acts or omissions or willful
misconduct of the Indemnifying Party,its employees,or agents. Without intending to create any limitation relating to the survival of any other provisions
of this Agreement,Ricoh and Customer agree that the terms of this paragraph shall survive the expiration or earlier termination of this Agreement. Each
party shall promptly notify the other In the event of the threat or initiation of any claim, demand, action or proceeding to which the indemnification
obligations set forth in this Section may apply.
Limitations.IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL,INCIDENTAL,PUNITIVE OR
INDIRECT DAMAGES,EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.EXCEPT FOR CUSTOMER'S
PAYMENT OBLIGATIONS HEREIN AND ANY LIABILITY RESULTING FROM THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9
HEREIN,THE AMOUNT OF ANY DIRECT LIABILITY OF A PARTY TO THE OTHER OR ANY THIRD-PARTY, FOR ONE OR MORE CLAIMS ARISING
FROM OR RELATING TO THIS AGREEMENT,SHALL NOT EXCEED,IN THE AGGREGATE,THE AMOUNT PAID TO RICOH FOR THE
PERFORMANCE OF SERVICES UNDER THIS AGREEMENT DURING THE SIX-MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM
AROSE.IN NO EVENT SHALL RICOH BE LIABLE TO CUSTOMER FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF
ANY SOFTWARE PROVIDED HEREUNDER,INCLUDING,BUT NOT LIMITED TO,LOSS OF DATA,OR DELAY OF DELIVERY OF SERVICES
UNDER THIS AGREEMENT. RICOH ASSUMES NO OBLIGATION TO PROVIDE OR INSTALL ANY ANTI-VIRUS OR SIMILAR SOFTWARE AND THE
SCOPE OF SERVICES CONTEMPLATED HEREBY DOES NOT INCLUDE ANY SUCH SERVICES.
Returns; Damaged Products. No Products may be returned without Ricoh's prior written consent. Only consumable goods invoiced within sixty(60)
days will be considered for return.On authorized returns, Customer agrees to pay a restocking charge equivalent to thirty percent(30%)of the purchase
price.Products returned without written authorization from Ricoh may not be accepted by Ricoh and is the sole responsibility of Customer.All nonsaleable
merchandise(that has been opened or partially used)will be deducted from any credit due to Customer.All claims for damaged Products or delay in
delivery shall be deemed waived unless made in writing and delivered to Ricoh within five(5)days after receipt of Products.
Warranty. Ricoh agrees to perform its Services in a professional manner, consistent with applicable industry standards. Ricoh will re-perform any
Services not In compliance with this warranty and brought to Ricoh's attention in writing within a reasonable time,but in no event more than thirty(30)
days after such Services are performed,which shall be an exclusive remedy for such non-compliance.For any Products manufactured by Ricoh("Ricoh
Equipment"), Ricoh further warrants that, at the time of delivery and for a period of ninety (90) days thereafter the Ricoh Equipment will be in good
working order and will be free from any defects in material and workmanship. Ricoh's obligations under this warranty are limited solely to the repair or
replacement (at Ricoh's option) of parts proven to be defective upon inspection. The foregoing warranty shall not apply if(a)the Ricoh Equipment is
installed, wired, modified, altered, moved or serviced by anyone other than Ricoh, (b) the Ricoh Equipment is installed, stored and utilized and/or
maintained in a manner not consistent with Ricoh specifications,(c)a defective or improper non-Ricoh accessory or supply or part is attached to or used
in the Ricoh Equipment,or(d)the Ricoh Equipment is relocated to any place where Ricoh services are not available. CUSTOMER ACKNOWLEDGES
THAT THE LIMITED WARRANTY CONTAINED HEREIN DOES NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE RICOH
EQUIPMENT. In connection with any other Product sale, Ricoh shall transfer to Customer any Product warranties made by the applicable Product
manufacturer,to the extent transferable and without recourse,and Ricoh makes no additional warranty or guaranty with respect to any such third-party
Products. Physical or electronic copies of any applicable Product warranty will be delivered by Ricoh to Customer only upon Customer's specific written
request.Customer agrees to comply with any applicable license agreement or license terms relating to intangible property or associated services included
in any Serviced Products or Products,such as software licenses and/or prepaid data base subscription rights("Software License"),whether pursuant to
written,click-through,shrink-wrap or other agreements for such purpose,with the licensor of the software("Software Supplier").Ricoh has no right,title or
interest in any third-party software. Customer is solely responsible for entering into Software Licenses with the applicable Software Supplier and
acknowledges that Its rights and obligations with respect to such software as well as those of the Software Supplier are solely as set forth in such
Software Licenses. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, RICOH DISCLAIMS ALL WARRANTIES AND
REPRESENTATIONS,EXPRESS OR IMPLIED,OF ANY NATURE WHATSOEVER,INCLUDING BUT NOT LIMITED TO,ANY IMPLIED WARRANTIES
OF MERCHANTABILITY,FITNESS FOR USE,OR FITNESS FOR A PARTICULAR PURPOSE.
Assignment; Force Majeure. Customer shall neither assign any right or interest arising under this Agreement nor delegate any obligations hereunder,
whether voluntarily or by process of law,without the prior written consent of Ricoh.Any such attempted assignment or delegation shall be void. Ricoh
shall not be liable for failure to deliver or delays in delivery of Products or Services occasioned by causes beyond Ricoh's control, including without
limitation,strikes,lockout,fires,embargoes,war or other outbreak of hostilities,inability to obtain materials or shipping space,receipt of orders in excess
of Ricoh's or Its supplier's then-scheduled production capacity,machinery breakdowns,delays of carrier or suppliers,governmental acts and regulations,
unavailability of Services,personnel or materials or other causes beyond Ricoh's control.
Non-Solicitation; Independent Contractors. Customer agrees that during the Term of any Order and for a period of one(1)year after termination or
expiration of the last Order to be executed hereunder, it shall not directly or indirectly solicit, hire, or otherwise retain as an employee or Independent
contractor any employee of Ricoh that is or was involved with or part of the Services.The relationship of the parties is that of independent contractors.
Electronic Signatures.Each party agrees that electronic signatures of the parties on this Agreement and any Order will have the same force and effect
as manual signatures.
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Governing Law; Entire Agreement. This Agreement shall be governed by and construed and Interpreted in accordance with the laws of the
Commonwealth of Pennsylvania without regard to its conflict of laws principles.The parties hereto also agree to submit to the non-exclusive jurisdiction of
the courts of the Commonwealth of Pennsylvania to resolve any action under this Agreement.The Uniform Computer Information Transactions Act shall
not apply to this Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained in this
Agreement,supersedes all proposals,oral and written,and all other communications between the parties relating to the Products and Services and may
not be amended except in writing and signed by an officer or authorized representative of both parties.Customer agrees and acknowledges that it has not
relied on any representation,warranty or provision not explicitly contained in this Agreement,whether in writing,electronically communicated or in oral
form.Any and all representations, promises, warranties, or statements by any Ricoh agent, employee or representative, including but not limited to,
statements or representations made in sales presentations or sales proposals that differ in any way from the terms of this Agreement shall be given no
force or effect. In the event of any conflict or inconsistency betweens the terms and conditions set forth in this Agreement and those contained in any
Order,the terms and conditions of the Order shall control;provided,however,purchase orders issued to Ricoh for Products and/or Services,even if they
do not expressly reference or incorporate this Agreement, shall: (I)be subject to this Agreement;(i)serve only to identify the Products and/or Services
(along with pricing and quantities)ordered;and(iii)not be deemed to alter or otherwise modify the terms and conditions of this Agreement.The delay or
failure of either party to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of such provision or affect
the right of such party thereafter to enforce each and every provision of this Agreement. If any provision of this Agreement is held to be invalid or
unenforceable, this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable. Ricoh may
accept any Order under this Agreement by either its signature or by commencing performance(e.g.Product delivery,initiating Services,etc.).Ricoh may
accept or reject any order in the exercise of its discretion and may rely upon each order submitted by Customer as a binding commitment. No local,
general or trade custom or usage or course of prior dealings between the parties shall be relevant to supplement or explain any term used herein.Ricoh
shall comply with all applicable laws in' • performance under this Agreement in delivering Products and Services.This Agreement may be executed in
one or more counterparts which,take .•ether,shall .institute one and the same original document.Any notices required under this Agreement should
be sent to:Ricoh USA,Inc.,3921 Ar , ;ht Road Ma.. ,GA 31210 Attn:Quality Assurance.
Accepted tiya:ustomer Accepted:l2icoh.fJSA,Ind _
Authorized Signature: Or. ill Authorized Signature:
Printed Name:'y�,, / `�� / Printed Name:
Title:_____/ , 2/2,(/0/2. Title:
Date: `a`o�8//B Date:
2/20/2018 ■III Nit 111Y,a L. it.INi` DA 111 II
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1
EQUIPMENT REMOVAL/BUYOUT AUTHORIZATION
Customer Name: CITY OF JEFFERSONVILLE
Contact Name: Moore,Mike Phone: (812)280-3260
Address: 500 QUARTERMASTER CT STE 300 City: JEFFERSONVILLE
State: IN Zip: 47130-3672 Fax/Email: MMoore@CityofJeff.net.
Iwlak _ Model Serlal;Number'
MP301SPF W914P502174
MP301SPF W914P502075
MP301SPF W914P401502
MP301SPF W914P502173
MP301SPF W914P502180
MP301SPF W914P502176
MPC4503 El 74M461967
MP401 SPF T6061-1400847
MP301SPF W914P402707
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.
<Equipment Removal (Leased by Customer). In addition to the terms and conditions set forth above, the following terms and
conditions shall apply for equipment removals of equipment leased by Customer: Except for the obligations of Ricoh to pick up and remove
the identified equipment, Ricoh does not assume any 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.
91899v1 Page#1 •III ra CIFI 'Z1 1:1-"7't ,I II I
3
CUSTOMER /
RICOH USA,INC.
Signature: a /.. ,7 Signature:
Name //P *.,_; yO•r-G. Name
Title / Z,,e_„ Title
Date d2 �8//B Date
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