HomeMy WebLinkAboutP-21-093 Agreement Ricoh USA.pdfCONTRACT INFORMATION SHEET
DATE: 7/28/2021
Contract No.: P-21-093 Vendor Number: 0000000574
Contract Title: Xante Digital Multimedia Name/Address: Ricoh USA
Press and Related 7110 N Fresno St.
Software, Support & Service Fresno, CA 93720
Contract Period: 7/23/2021 – 7/22/2026 Contact: Randy Fox
Using Agencies: ISD - Graphics (559) 250-4015- Mobile
Email: randolph.fox@ricoh-usa.com
Terms: Net 45
Total Contract Amt.: $58,717.00
Buyer Name: Crystal Nino
Requisition No: 8905210794 Org: 8905
Supersedes:
x NEW RENEWAL AMENDMENT
x TICK DATE 05/01/26 REFERENCE (RFQ# / RFP#)
DESCRIPTION: New agreement to purchase multimedia printer, related software, consumables and maintenance. Omnia Partners
Piggyback.
SPECIAL INSTRUCTIONS:
DISTRIBUTION: Completed By: Date: Completed By: Date
DEPARTMENT: Graphics
REQUISITIONER: Chris Campise Cn 7/29
Chris Jones
Rev 1/3/2017
333 W. Pontiac Way, Clovis, CA 93612 / (559) 600-7110
* The County of Fresno is an Equal Employment Opportunity Employer *
County of Fresno
INTERNAL SERVICES DEPARTMENT
Facilities • Fleet • Graphics • Purchasing • Security • Technology
PROCUREMENT AGREEMENT
Agreement Number P-21-093
July 20, 2021
Ricoh USA
7110 N Fresno St.
Fresno, CA 93720
The County of Fresno (County) hereby contracts with Ricoh USA (Contractor) to provide the Xante En/Press
and related software, maintenance and consumables in accordance with the text of this agreement,
Attachment “A”, and US Communities/Omnia Agreement #4400003732 (“Omnia Contract”) by this reference
made a part hereof.
TERM: This Agreement shall become effective July 23, 2021 and shall remain in effect through July
22, 2026.
MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity. The
County reserves the right to increase or decrease orders or quantities.
CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Attachment
“A” attached, at the rates set forth in Attachment “A”.
ORDERS: Orders will be placed on an as-needed basis by Internal Services –Graphics Division under
this contract.
PRICES: Prices shall be firm for the contract period. Any pricing changes which may take place during the
life of the contract must be submitted in writing to the County of Fresno Purchasing Manager and received
no less than thirty (30) days prior to becoming effective.
MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess
of Fifty-Eight Thousand Seven-Hundred Seventeen Dollars ($58,717.00).
ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement
as deemed necessary. Such additions shall be made in writing and signed by both parties.
DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be
delivered complete as specified. All orders placed before Agreement expiration shall be honored under the
terms and conditions of this Agreement.
DEFAULT: In case of default by Contractor, the County may procure the articles/services from another
source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any
other legal means available to the County. The prices paid by County shall be considered the prevailing
market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not
meet specifications, will be at the expense of Contractor.
PROCUREMENT AGREEMENT NUMBER: P-21-093 Page 2
Ricoh USA
July 20, 2021
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INVOICING: An itemized invoice shall be mailed to Internal Services –Graphics Division, 844 Van Ness
Ave Fresno, CA 93721 in accordance with invoicing instructions included in each order referencing this
Agreement. The Agreement number must appear on all shipping documents and invoices. Invoice terms
shall be Net 45 Days.
INVOICE TERMS: Net forty-five (45) days from the receipt of invoice.
TERMINATION: The County reserves the right to terminate this Agreement upon thirty (30) days
written notice to the Contractor. In the event of such termination, the Contractor shall be paid for
satisfactory services or supplies provided to the date of termination.
LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether
they be Federal, State or municipal, which may be applicable to Contractor's business, equipment and
personnel engaged in service covered by this Agreement.
AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the
purchased goods are incorporated herein by reference. In addition, the Contractor shall maintain in good
and legible condition all books, documents, papers, data files and other records related to its performance
under this contract. Such records shall be complete and reasonably available to Fresno County, the State
of California, the federal government or their duly authorized representatives for the purpose of reasonable
audit, examination, or copying during the term of the contract and for a period of at least three years
following the County's final payment under the contract or until conclusion of any pending matter (e.g.,
litigation or audit), whichever is later. Such records must be retained in the manner described above until
all pending matters are closed.
LIABILITY: The Contractor agrees to:
Pay all claims for damage to property in any manner arising from Contractor's operations under
this Agreement.
Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and
employees from any and all third party claims for damage or other liability, including costs, expenses
(including attorney’s fees and costs), causes of action, claims or judgments resulting out of or in any way
connected with Contractor's performance or failure to perform by Contractor, its agents, officers or
employees under this Agreement, and from any and all costs and expenses (including attorney’s fees
and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm or
corporation who may be injured or damaged by the performance, or failure to perform, of Contractor, its
officers, agents, or employees under this Agreement.
INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or
any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the
following insurance policies or a program of self-insurance, including but not limited to, an insurance
pooling arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement:
A. Commercial General Liability: Commercial General Liability Insurance with limits of not less than Two
Million Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars
($4,000,000.00). This policy shall be issued on a per occurrence basis. County may require specific
coverage including completed operations, product liability, contractual liability, Explosion-Collapse-
Underground, fire legal liability or any other liability insurance deemed necessary because of the
nature of the contract. Limits may be satisfied by a combination of Prime and Umbrella or Excess
Liability.
B. Automobile Liability: Comprehensive Automobile Liability Insurance with limits of not less than One
Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage
should include any auto used in connection with this Agreement.
C. Professional Liability: If Contractor employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W.,
M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One
Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual
aggregate. CONTRACTOR agrees that it shall maintain, at its sole expense, in full force and effect
PROCUREMENT AGREEMENT NUMBER: P-21-093 Page 3
Ricoh USA
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for a period of three (3) years following the termination of this Agreement, one or more policies of
professional liability insurance with limits of coverage as specified herein.
D. Worker's Compensation: A policy of Worker's Compensation insurance as may be required by the
California Labor Code.
Additional Requirements Relating to Insurance:
Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of
Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only
insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall
apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers,
agents and employees shall be excess only and not contributing with insurance provided under Contractor's
policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days
advance written notice given to County.
Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts
paid by the policy of worker’s compensation insurance required by this Agreement. Contractor is solely
responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of
subrogation, but Contractor’s waiver of subrogation under this paragraph is effective whether or not
Contractor obtains such an endorsement.
Within Thirty (30) days from the date Contractor signs and executes this Agreement, Contractor shall provide
certificates of insurance and endorsement as stated above for all of the foregoing policies, as required
herein, to the County of Fresno, Internal Services –Graphics Division, 844 Van Ness Ave Fresno, CA
93721, stating that such insurance coverage have been obtained and are in full force; that the County of
Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such
Commercial General Liability insurance names the County of Fresno, its officers, agents and employees,
individually and collectively, as additional insured, but only insofar as the operations under this Agreement
are concerned; that such coverage for additional insured shall apply as primary insurance and any other
insurance, or self-insurance, maintained by County, its officers, agents and employees, shall be excess only
and not contributing with insurance provided under Contractor's policies herein; and that this insurance shall
not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to County.
Certificates of Insurance are to include the contract number at the top of the first page.
In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County
may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of
such event.
In the event, the CONTRACTOR purchases an Umbrella or Excess insurance policy(ies) to meet the
“Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no less coverage than
the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply
on a primary and non-contributory basis for the benefit of the COUNTY, its officers, officials, employees,
agents and volunteers.
All policies shall be with admitted insurers licensed to do business in the State of California. Insurance
purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or
better.
INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor
under this Agreement, it is mutually understood and agreed that Contractor, including any and all of
Contractor's officers, agents, and employees will at all times be acting and performing as an independent
contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee, joint
venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise
or direct the manner or method by which Contractor shall perform its work and function. However, County
shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations
in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable
PROCUREMENT AGREEMENT NUMBER: P-21-093 Page 4
Ricoh USA
July 20, 2021
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provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over
matters the subject thereof.
Because of its status as an independent contractor, Contractor shall have absolutely no right to employment
rights and benefits available to County employees. Contractor shall be solely liable and responsible for
providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor
shall be solely responsible and save County harmless from all matters relating to payment of Contractor's
employees, including compliance with Social Security, withholding, and all other regulations governing such
matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to
others unrelated to the County or to this Agreement.
NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or
duties under this Agreement without the written consent of the other party.
AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County
with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments,
writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature
whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set
forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both
parties.
INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this
Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1) the
text of this Agreement (excluding Attachment "A"); (2) Attachment "A"; and (3) the Omnia Contract.
GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the
State of California. Venue for any action shall only be in County of Fresno.
ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic
signature as provided in this section.
A.An “electronic signature” means any symbol or process intended by an individual signing this Agreement
to represent their signature, including but not limited to (1) a digital signature; (2) a faxed version of an
original handwritten signature; or (3) an electronically scanned and transmitted (for example by PDF
document) of a handwritten signature.
B. Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid
original handwritten signature of the person signing this Agreement for all purposes, including but not
limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and
effect as the valid original handwritten signature of that person.
C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in
the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section
1633.1).
D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of
Government Code section 16.5, subdivision (a), paragraphs (1) through (5), and agrees that each other
party may rely upon that representation.
This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means
and either party may sign this Agreement with an original handwritten signature.
PROCUREMENT AGREEMENT NUMBER: P-21-093 Page 5
Ricoh USA
July 20, 2021
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Please acknowledge your acceptance by returning all pages of this Agreement to my office via email
Please refer any inquiries in this matter to Crystal Nino, Purchasing Technician, at 559-600-7113 or
cnino@fresnocountyca.gov.
FOR THE COUNTY OF FRESNO
Gary E. Cornuelle
Purchasing Manager
333 W. Pontiac Way
Clovis, CA 93612
GEC:cn
Gary Cornuelle Digitally signed by Gary Cornuelle
Date: 2021.07.28 13:35:54 -07'00'
PROCUREMENT AGREEMENT NUMBER: P-21-093 Page 6
Ricoh USA
July 20, 2021
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CONTRACTOR TO COMPLETE:
Company:
Type of Entity:
Individual Limited Liability Company
Sole Proprietorship Limited Liability Partnership
Corporation General Partnership
Address City State Zip
TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS
Print Name &
Title:Print Name & Title:
Signature:Signature:
ACCOUNTING USE ONLY
ORG No.:8905
Account No.: 7308
Requisition No.: 8905210794
(02/2021)
300 Eagleview Blvd., Suite 200 Exton PA 19341
X
Vice President, Managing Director
Ricoh USA
Grant Lawson, RVP Steve Bottini
Digitally signed by: c7c37811-4972-4e23-923a-
b6dcd1a5d258
DN: CN = c7c37811-4972-4e23-923a-b6dcd1a5d258
Date: 2021.07.27 08:52:18 -07'00'
c7c37811-4972-4e23-
923a-b6dcd1a5d258
Key Features
x Enterprise feed system for
loading up to 1000 #10
envelopes
x Award winning iQueue
software w CASS certification
The En/Press Digital Multi-Media Press with the patented Enterprise High Speed Feed
System offers users an affordable way to go digital and meet the demand for fast, full-color
printing. Enterprise’s groundbreaking design features a straight multi-speed feed path for a
faster and smoother delivery compared to other envelope feed methods. The complete digital
solution is powered by iQueue Simply Brilliant Workflow that offers new file editing options,
new variable data manager, advanced color correction tools and so much more.
x Wide variety of applications
including envelopes,
letterhead, cards, forms, NCR
brochures, mailers, labels and
more
Includes:
En/Press
iQueue Advanced (3 yr)
RightCare Service Ext. (1yr)
PDF Out (3 yr)
List Price ................................................................................... $ 32,240.00
USC/Omnia P.S. Price .............................................................. $ 24,347.00
New customer discount ................................................................ < $ 1,200.00>
Fresno USC/Omnia P.S. Price ................................................... .. $ 23,147.00
US Communities Contract # 4400003732
xx Add applicable taxes.
> Does not include consumables
Proposed Solution
En/Press
Digital Multi Media Press
P-21-093 ATTACHMENT A PAGE 1 OF 7
En/Press
Digital Multi Media Press
Proposed Solution
Ongoing:
iQueue Advanced (1 yr)...$ Incl. w PDF Out
RightCare Service Ext. (1yr).... $ 1,895.00/yr (at time of acq.)
$ 2,295.00/yr (after 60+ days)
PDF Out (1 yr)...$ 1,495.00/yr
P-21-093 ATTACHMENT A PAGE 2 OF 7
U.S. COMMUNITIES
EQUIPMENT SALE AND MAINTENANCE AGREEMENT
(EQUIPMENT SALES, BREAK-FIX SERVICES)
CUSTOMER INFORMATION
Legal Name County of Fresno
Bill To Address 333 W. Pontiac Way
City Clovis State CA Zip Code 93612
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, 2022 (the “Contract Period”), including any and all exercised renewal
periods, (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 otherwise agreed,
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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 reconnecting
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 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
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continue un-remedied for a period of thirty (30) days after such party is notified in writing of such failure
or breach.
5. MAINTENANCE CHARGES.
(a) Maintenance service charges (“Maintenance Charges”) will be payable by the Customer in
accordance with the terms set forth in the Order.
(b) Customer acknowledges and agrees that: (i) the transfer of the Equipment from the location indicated
on the face hereof may result in an increase of Maintenance Charges or the termination of an Order; (ii) if an
Order includes toner, toner usage is based on manufacturer supply consumption rates. Ricoh will determine
and deliver supplies in accordance with agreed upon usage. Consumption of covered supply products varying
significantly from expected usage may result in additional charges for supplies, or as otherwise agreed to by
the 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
MAINTENANCE SERVICES.
10. SERVICE LEVELS.
(a) Response Time. Ricoh will provide a one hour (1) phone response to service calls measured from
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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:
xx 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.
x DataOverwriteSecurity System (DOSS). DOSS is a Ricoh product designed to overwrite the sector of
the hard drive used for data processing to prevent recovery. Additionally, DOSS also offers the option of
overwriting the entire hard drive up to nine (9) times.
12. PURCHASES OF EQUIPMENT FOR CASH. In the event that Customer desires to purchase equipment
or products from Ricoh from time to time, it may do so by issuing a Purchase Order/Sales Order to Ricoh for
that purpose. In connection with any equipment purchase from Ricoh, Ricoh shall transfer to Customer any
equipment warranties made by the equipment manufacturer, to the extent transferable and without recourse.
Customer agrees to confirm delivery and acceptance of all equipment purchased under this Agreement within
ten (10) business days after any equipment is delivered and installed (if installation has been agreed to by the
parties) by signing a delivery and acceptance certificate (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
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contractors. Ricoh warrants to Customer that at the time of delivery and for a period of ninety (90) days
thereafter the Ricoh-manufactured equipment will be free from any defects in material and workmanship;
provided, however, the foregoing warranty shall not apply in the event (i) the Ricoh-manufactured
equipment is installed, wired, modified, altered, moved or serviced by anyone other than Ricoh, (ii) the
Ricoh-manufactured equipment is installed, stored and utilized and/or maintained in a manner not consistent
with Ricoh specifications, (iii) a defective or improper non-Ricoh accessory or supply or part is attached to
or used in the Ricoh-manufactured equipment. Except to the extent of any applicable and validated
exemption, Customer agrees to pay any applicable taxes that are levied on or payable as a result of the use,
sale, possession or ownership of the equipment purchased hereunder, other than income taxes of Ricoh.
13. MISCELLANEOUS. This Maintenance Agreement shall be governed by the laws of the State where the
Customer’s principal place of business or residence is located both as to interpretation and performance,
without regard to its choice of law requirements. This Maintenance Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original. In order to expedite the ordering and
delivery process, and for the convenience of the Customer, this Maintenance Agreement establishes the terms
and conditions between the parties governing all services. Any documents issued by Customer to procure
services at any time for any reason, even if they do not expressly reference or incorporate this Maintenance
Agreement, will not modify or affect this Maintenance Agreement notwithstanding the inclusion of any
additional or different terms or conditions in any such ordering document and shall serve only the purpose of
identifying the services ordered and shall be subject to the terms and conditions of this Maintenance
Agreement.
IN WITNESS WHEREOF, the parties have executed this Maintenance Agreement as of the date first written
above.
CUSTOMER
By:
Name: Gary E. Cornuelle
Title: Purchasing Manager
RICOH USA, INC.
By:
Name:
Title:
Date: Date:
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Steve Bottini
Vice President Managing Director
July 27, 2021