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Ricoh USA, Inc.
7U Valley Stream Parkway
Malvern, PA 19355
Product Schedule Number:
Master Lease Agreement Number:
This U.S.
Communities
Product Schedule (this "Schedule") is between Ricoh USA,
Inc. ("we" or "us") and
BREMERTON, CITY OF
as customer or lessee ("Customer" or `you"). This Schedule consfitutes a "Schedule," "Product
Schedule,"
or "Order Agreement,"
as applicable, under the U.S. Communities Master Lease Agreement (together with any amendments, attachments and addenda
thereto, the
"Lease Agreement") identified above, between you and
.All terms and conditions of the Lease
Agreement
are incorporated into dtis
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 puties that this Schedule be sepaz-ately
enforceable as a complete artd independent
agreement,
independent of all other
Schedules to the Lease Agreement.
CUSTOMER INFORMATION
BREMERTON, CITY OF Jeff Elevado
Customer (Bill To) Billing Contact Name
680 LEBO BLVD 680 LEBO BLVD
Product Location Address Billing Address (ifd�erentfion:7ocation address)
BREMERTON WA 98310-3308 BREMERTON WA 98310-3308
Citiy Comity State Zip City County State Zip
Billing Contact Telephone Number Billing Contact Facsimile Nwnber Billing Contact E-Mail Address
(360)473-5428 jeffelevado@ci.bremerton.wa.us
PRODUCT/EQUIPMENT DESCRIPTION ("Product")
Qty Product Description: Make &Model
1 RICOH MPC6502SP
PAYMENT SCHEDULE
Minimum Term
m
Minimum Payment
$ 381.91
Minimum Payment Billing Frequency
❑✓ Monthly
❑ Quarterly
❑ Other:
Make &Model
Advance Payment
❑ 1'` Payrnent
❑ 1'r &Last Payment
❑ Otlter:
Sales Tax Exempt: ❑YES (Attach Exemption Certificate) Customer Billing Reference Number (P.O. #, etc.)
Addendum(s) attached; ❑YES (check if yes attd indicate total number of pages: �
TERMS AND CONDITIONS
L The first Payment will be due on the Effective Date. If the Lease Agreement uses the terms "Lease
Payment" and "Canmencement Date"
rather than "Payment"
and "Effective Date," then, for
purposes of this Schedule, the term "Payment" shall have the sante
meaniug as "Lease Pa}nnent," and the
term "Effective Date"
shall have the same meanutg as
"Commencement Date."
2. You, the mtdersigned Customer, have applied to us to rent the above -described Product for ]ay.firl commercial (non -consumer) purposes. THIS IS AN
UNCONDITIONAL, NON -CANCELABLE AGREEMENT FOR THE MINIMUM TERM INDICATED ABOVE, except as otherwise expressly provided
in uiy provision of the Lease Agreement. If we accept this Schedule, you agree to rent the above Product from us, and we agree to rent such Product to you, on all
the. terms hereof, including the tenus acid conditions of die Lease Agreement. THIS WILL ACKNOWLEDGE THAT YOU HAVE READ AND
UNDERSTAND THIS SCHEDULE AND THE LEASE AGREEMENT AND HAVE RECEIVED A COPY OF THIS SCHEDULE AND THE LEASE
AGREEMENT.
3. Additional Provisions (if any) are:
THE PERSON SIGNII\'G THIS SCHEDULE 91V BEHALF OF THE CUSTOA�IER REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO DO SO.
CUSTOMER �"'— Accepted by: RICOH USA, INC.
By: x By:
Audtor•i=ed Sigtrer S' n n• Authorised Signer Signarin•e
Printed Name: WYN BI NTHAL Printed Name:
Title: DIRECTOR, BREMERTON PARKS & REC Date: 4/22/2015 I Title:
04/22/2015 12:19 PM 15328496
Date:
LSEADD USC-PS 03.13 Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 1 of 1
RICOH
U.S. Communities Master- Lease Agreement
CUSTOMER INFORMATION
Number:
Ricoh USA, Inc.
70 Valley Stream Parkway
Malvern, PA 19355
Full Leaal Name
BREMERTON, CITY OF
Address
680 LEBO BLVD
City
State
Zip
Contact
Telepbone Number
BREMERTON
WA
98310-3308
JeffElevado
(360)473-5428
Federal Tax ID Number
Facsimile Number
Address
91-6001231
(360)
473-5882
FEa*'
levado@ci.bremerton.wa.us
o Not Inserl Social Securfry Number)
This U.S. Communities Master Lease Agreement ("Lease Agreement") has been written nr deal•, easy to understand English. When we use the words
"you", "your" or "Customer" in this Lease Agreement, we mean you, our customer, as indicated above. When we use the words "we", "us" or "our" in
this Lease Agreement, we mean Ricoh USA, Inc. ("Ricoh") or, if we assign this Lease Agreement or any Schedules executed in accordance with this
Lease Agreement, pursuant to Section 13 below, the Assignee (as defined below). Our corporate office is located at 70 Valley Stream Parkway,
Malvern, Pennsylvania 19355.
1: Agreement. This Lease Agreement is executed pursuant to tine contract by and
between Ricoh Americas Corporation and Fairfax County (tire "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, 2016, with the option to renew for no more
than six (6) years (the "Contract Period"), one year at a time, or any combination
thereof (tire "Contract"). Notwithstanding the foregoing, any Schedule entered
into during the Contract Period shall continue in full force and effect for the entire
lease tern set forth in the Schedule. We agree to lease or rent, as specified in any
equipment schedule executed by you and us and incorporating the terns of this
Lease Agreement by reference (a "Schedule"), to you, and you agree to lease or
rent, as applicable, from us, subject to the terms of this Lease Agreement and such
Schedule, the personal and intangible property described in such Schedule. The
personal and intangible property described on a Schedule (together with all
attachments, replacements, parts, substitutions, additions, repairs, and accessories
incorporated in or affixed to the property and any license or subscription rights
associated with the property) will be collectively referred to as "Product" The
manufacturer of the tangible Product shall be referred to as the "Manufacturer."
To the extent the Product includes intangible property or associated services such
as periodic software licenses and prepaid data base subscription rights, such
intangible property shall be referred to as the "Software."
2. Schedules; Delivery and Acceptance. This Lease Agreement shall consist of the
terms and conditions of the Contract and this Lease Aa •eement and any Schedule
issued pursuant thereto. As it pertains to this Lease Agreement, the order of
precedence of the component parts of the Lease Agreement shall be as follows:
(a) the terms and conditions of this Lease Agreement and Schedule issued
pursuant thereto, and (b) the terms and conditions of the Contract. The foregoing
order of precedence shall govern the' interpretation of this Lease Agreement in
cases of conflict or inconsistency therein. Each Schedule that incorporates this
Lease Agreement shall be governed by the terms and conditions of this Lease
Agreement and the Contract, as well as by the terms and conditions set forth in
such individual Schedule. Each Schedule shall constitute a complete agreement
separate and distinct from this Lease Agreement and any other Schedule. In the
event of a conflict between the terms of this Lease Agreement and any Schedule,
the terns of such Schedule shall govern and control, but only with respect to tine
Product subject to such Schedule. The termination of this Lease Agreement will
not affect any Schedule executed prior to the effective date of such termination.
When you receive the Product and it is installed, you agree to inspect it to
determine it is in good working order. Scheduled Payments (as specified in the
applicable Schedule) will begin on or after the Product acceptance date
("Effective Date"). You agree to sign and return to us a delivery and acceptance
certificate (which may be done electronically) within five (5) business days after
any Product is installed continuing that the Product has been delivered, installed,
and is in good condition and accepted for all purposes under the Lease
Agreement.
subsequent month, unless otherwise specified on the applicable Schedule.
To
the extent not prohibited by applicable law, if any Payment or other
amount payable under any Schedule is not received within ten (10) days of
its due date, you will pay to us, in addition to that Payment, a one-time late
charge of 5% of the overdue Payment (but in no event greater than them maximuamount allowed by applicable law). To the extent not prohibited
by applicable law, you agree to pay $25.00 for each check returned for
insufficient funds or for any other reason.
(b) In the event that Customer terminates flee Maintenance Agreement (as
hereunder defined) between Customnd er athe Servicer relating to the
Product provided hereunder due to a material breach by Servicer of its
service obligations which remained uncured for thirty (30) days following
written notice of breach (in the manner expressly permitted by and in
accordance with such Maintenance Agreement), Customer shall have the
option of terminating the particular Product under a Schedule to this Lease
Agreement to which such service failure relates upon thirty (30) days prior
written notice to Ricoh, In the event of such tennination, Customer shall pay
all fees and charges incurred through the termination date of the applicable
Product, including any late fee charges (to the extent such late fee charges
may be charged pursuant to Section 3(a) of this Lease Agreement).
(c) A Schedule may be terminated in whole or in part by the Customer in
accordance with this Section 3(c) whenever tine Customer shall determine
that such a termination is in the best interest of the Customer. Any such
termination shall be effected by delivery to Ricoh, at least thirty (30)
working days prior to the effective date of such termination date, of a notice
of termination specifying the extent to which performance shall be
terminated. In the event of such temnination, Customer agrees to return the
Amoduct to us in the manner required wider Section 14 of this Lease
Agreement and to pay to us (as compensation for loss of our bargain and
not as a penalty), with respect to such terminated Product, financed
Software and any Software Licenses, an amount which shall be equal to the
monthly Payment for such Product, financed Software and/or Software
License, as applicable, times the number of months remaining in the tern of
such Schedule (or any renewal of such Schedule) and/or any financing
agreement urith respect to the financed Software and/or Software License,
plus any other amounts then due and payable under this Lease Agreement,
Schedule and/or financing agreement with respect to such Product, Software
and/or Software License, including, but not limited to, any lease payments
and maintenance payments. Ricoh shall supply the Customer with the
actual number of Payments remaining and the total amount due, and the
Customer shall be relieved of all unpaid amounts for anticipated profit on
unperformed services under any Maintenance Agreement (including any
amount included in the monthly Payment that is attributable to maintenance,
rty supplies, or aother service cost).
non.
3. Tenn: Payments.
(d) You also agree that, except (a) as set forth in Section 18 below entitled
"State and Local Government Provisions", (b) for documented cases of
(A The first scheduled Payment (as specified in the applicable Schedule) pertbnnance as set forth in Section 3(b) arnd (c) for the best interest of the
("Payment") will be due on the Effective Date or such later date as we may Customer as set forth in Section 3(c), THIS IS AN UNCONDITIONAL,
designate, The remaining Payments will be due on the same day of each
MSTLSE USC-MA 03.13 Ricoh' and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 1 of 4
04/22/2015 12:19 PM 15328496
4.
5.
Ca
NON -CANCELABLE AGREEMENT FOR THE MINIMUM TERM
INDICATED ON ANY SCHEDULE TO THIS LEASE AGREEMENT. All
Payments to us are "net" and mtconditiona] and are not subject to set off,
defense, counterclaim or reduction for any reason. You agree that you will
remit payments to us in the fomt of company checks (or personal checks in
the case of sole proprietorships), direct debit or wires only. You also agree
that cash and cash equivalents are not acceptable forms of payment for this
Lease Agreement or a<ry Schedule and that you will not remit such forms of
payment to us. Payment iu arty other form may delay processing or be
returned to you. Furthermore, only you or your authorized agent as
approved by us will remit payments to us.
Product Location: Use and Repair. You will keep and use the Product only at the
Product Location shown in the applicable Schedule. You will not move the
Product from the location specified in the applicable Schedule or make any
alterations, additions or replacements to the Product without our prior written
consent, which consent will not be w�reasonably withheld. At your owns cost and
expense, you will keep the Product eligible for any Manufacturer's certification as
to maintenance and in compliance with applicable laws and in good condition,
except for ordinary wear and tear. You shall engage Ricoh, its subsidiaries or
affiliates, or anutdependent third party (the "Servicer") to provide maintenance
and support services pursuant to a separate agreement for such pwpose
("Maintenance Agreemenf�. You may make alterations, additions or
replacements (collectively, "Additions") and add Sotfivare to the Product
provided that such Additions and Sofitvare do not impair the value or originally
intended function or pwpose of the Product and is not subject to any lien or
security interest in favor of auy other party; provided, further, that you remove
such Additions and Softwaze at your own cost and expense at the expiration or
termination of the applicable Schedule. All Additions and Sofhvaze which are not
removed at the expiration or termination of the applicable Schedule will become
part of the Product and our property at no cost or expense to us. We may inspect
the Product upon proper notice to the customer at any reasonable time during
normal working hours. '
Taxes and Fees. To the e;`�tent not prohibited by applicable law and unless and to
the extent you are exempt and provide avalid exemption certificate to us, in
addition to the payments wider this Lease Agreement, you agree to pay all taxes
(other than property taxes), assessments, fees and charges governmentally
imposed upon ow' purchase, ownership, possession, leasing, renting, operation,
control or use of the Product. If we aze required to pay upfront sales or use tax
and you opt to pay such tax over the term of the lease and not as a lump sum at
lease inception, then you agree to pay us a "Sales Tax Administrative Fee" equal
to 3.5% of the total tax due per year, to be included as part of the Payment. A
valid sales and use tax exemption certificate must be provided to us within ninety
(90) days of the first invoice to receive a credit/waiver of sales tax.
Warranties. We transfer to you, without recourse, for the term of each Schedule,
arty written warranties made by the Manufacturer or Software Supplier (as
defined in Section 10 of this Lease Agreement) with respect to the Product leased
or rented pursuant to such Schedule. YOU ACKNOWLEDGE THAT YOU
HAVE SELECTED THE PRODUCT BASED ON YOUR OWN JUDGMENT
AND YOU HEREBY AFFIRMATIVELY DISCLAIM RELIANCE ON ANY
ORAL REPRESENTATION CONCERNING THE PRODUCT MADE TO
YOU. However, if you enter into a Maintenazice Agreement with Servicer with
respect to any Product, no provision, clause or paragraph of this Lease Agreement
shall alter, restrict, diminish or waive the rights, remedies or benefits that you
may have against Servicer under such Maintenance Agreement. WE MAKE NO
WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER
WHATSOEVER,. INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. The only warranties, express or implied, made to you
are the warranties (if arty) made by the Manufacturer and/or Servicer to you in
any documents, other than this Lease Agreement, executed by and between the
Manufacturer and/or Servicer and you. YOU AGREE THAT,
NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE ARE NOT
RESPONSIBLE FOR, AND YOU WILL NOT MADE ANY CLAIM AGAINST
US FOR, ANY CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES.
7. Loss or Dan�at;e. You are responsible for auy theft of, destruction of, or damage
to the Product (collectively, "Loss") from any cause at all, whether or not insured,
from the time of Product acceptance by you until it is delivered to us at the end of
the temt of the Schedule. You are required to make all Payments even if there is a
Loss. You must notify us in writing immediately of airy Loss. Then, you shall be
responsible to either (a) repair the Product so that. it is in good condition and
working order, eligible for airy Manufacturer's certification, (b) pay us the
amounts specified in Section 12 below, or (c) replace the Product vdth equipment
of like age and capacity.
8. Liability and Insurance. You agree to maintain insurance, through self-insurance
or otherwise, to cover the Product for all types' of loss, including, without
limitation, theft, in an amount not less than the full replacement value and you
will name us as an additional insw-ed and loss payee on your insurance policy. ht
addition, you agree to maintain comprehensive public liability insw•ance, which,
upon our request, sliall be in an amount acceptable to us and shall name us as art
additional inswed. Such insurance will provide that we will be given thirty (30)
days advance notice of any cancellation. Upon our request, you agree to provide
us with evidence of such ilsurance in a form reasonably satisfactory to us. If you
fail to maintain such insurance or to provide us with evidence of such insurance,
we may (but are not obligated to) obtain insurance in such amounts and against
such risks as we deem necessary to protect ow• interest hi the Product. Such
insw-ance obtained by us will not insure you against any claim, liability or loss
related to your interest in the Product and may be cancelled by us at any time.
You agree to pay us an additional amount each month to reimburse us for the
insurance premium and an administrative fee, on which we or our affiliates may
earn a profit. In the event of loss or damage to the Product, you agree to remain
responsible for the Payment obligations under this Lease Agreement until the
Payment obligations are fully satisfied.
9. Title: Recordine. We are the owner of and will hold title to the Product (except
for any Software). You will keep the Product free of all liens and encumbrances.
Except as reflected on any Schedule, you agree that this Lease Agreement is a
true lease. However, if azry Schedule is deemed to be intended for security, you
hereby grant to us a purchase money security interest in the Product covered by
the applicable Schedule (including auy replacements, substitutions, additions,
attachments and proceeds) as security for the payment of the amounts under each
Schedule. You authorize us to file a copy of this Lease Agreement and/or any
Schedule as a financing statement, and you agree to promptly execute and deliver
to us a<ry financing statements covering the Product that we may reasonably
require; provided, however, that you hereby authorize us to file any such
financing statement without your authentication to the extent permitted by
applicable law.
10. Software or Intangibles. To the extent that the Product includes Software, you
understand and agree that we have no right, title or interest in the Software, and
you will comply throughout the teen of this Lease Agreement with any license
and/or other agreement ("Software License") entered into with the supplier of the
Software ("Software Supplier"). You are responsible for entering into any
Software License with the Software Supplier no later than the Effective Date;
provided, however, if you do not enter into the Software License, then we may
choose not to lease such Software to you under this Lease Agreement.
11. Default. Eaclt of the following is a "Default" wider this Lease Agreement and all
Schedules: (a) you fail to pay any Payment or any other amount within thirty (30)
days of its due date, (b) airy representation or warranty made by you in this Lease
Agreement is false or incorrect aitd/or you do not perform arty of your other
obligations under this Lease Agreement or any Schedule and/or under any other
agreement ta�itlt us or with any of our affiliates and this failure continues for thirty
(30) days after we have notified }+ou of it, (c) a petition is filed by or against you
or any guarantor wider any bankruptcy or insolvency law or a trustee, receiver or
liquidator is appointed for you, any guarantor or airy substantial part of your
assets, (d) you or azry guarantor makes an assigiunent for the benefit of creditors,
(e) auy guarantor dies,stops doing business as a going concern or transfers all or
substantially all of such guarantor's assets, or (f) you stop doing business as a
going concern or transfer all or substantially all of yow• assets.
12. Remedies. If a Default occurs, we may do one or more of the following: (a) the
may cancel or terminate this Lease Agreement and/or arty or all Schedules; (b) we
may require you to immediately pay to us, as compensation for loss of our
bargain and not as a penalty, a sum equal to: (i) all past due Payments and all
other antounts then due and payable wider this Lease Agreement or any Schedule;
utd (ii) the present value of all wtpaid Payments for the remainder of the tern of
each Schedule plus the present value of ow• anticipated value of the Product at the
end of the initial teen of a<ry Schedule (or any renewal of such Schedule), each
discounted at a rate equal to 3% per year to the date of default, and we may
charge you interest on all amounts due us from the date of default until paid at the
rate of 1.5%per mouth, but in no event more than the maximum rate permitted by
applicable law. We agree to apply the net proceeds (as specified below in this
Section) of any disposition of the Product to the amounts that you owe us; (c) we
may require you to deliver the Product to us as set forth in Section 14; (d) to the
extent not prohibited by applicable law, we or our representative may peacefully
repossess the Product without a court order (it being agreed that we will provide
you with written notice of Default prior to initiating recovery of the Product and
MSTLSE USC-MA 03.13
04/22/2015 12:19 PM
Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd.
15328496
Page 2 of 4
will endeavor to contact you telephonically to schedule a convenient time to
recover the Product); (e) we may exercise any and all other rights or remedies
available to a lender, secured party or lessor wider the Uniform Commercial Code
("UCC"), including, without limitation, those set forth in Article 2A of the UCC,
and at law or in equity; (f) we may immediately terminate your right to use the
Software including the disabling (on -site or by remote communication) of any
Software; (g) we may demand the immediate return and obtain possession of the
Software and re4icense the Software at a public or private sale; (h) we may cause
the Software Supplier to terminate the Software License, support and other
services under the Software License, and/or (i) at our option, we may sell, re-
lease, or otherwise dispose of the Product under such terms and conditions as may
be acceptable to us in our discretion. If we take possession of the Product (or any
Software, if applicable), we may sell or otherwise dispose of it with or without
notice, at a public or private disposition, and to apply the net proceeds (after we
have deducted all costs, including reasonable attorneys' fees) to the amounts that
you owe us. You agree that, if notice of sale is required by law to be given, ten
(10) days notice shall constitute reasonable notice. If applicable, you will remain
responsible for any deficiency that is due after we have applied any such net
proceeds. To the extent permitted by applicable law, in the event an action is
brought to enforce or interpret this Lease Agreement, the prevailing party shall be
entitled to reimbursement of all costs including, but not limited to, reasonable
attorney fees and covet costs incurred.
13. Ownership of Product: Assn ma Went. YOU HAVE NO RIGHT TO SELL,
TRANSFER, ENCUMBER, SUBLET OR ASSIGN THE PRODUCT OR THIS
LEASE AGREEMENT OR ANY SCHEDULE WITHOUT OUR PRIOR
WRITTEN CONSENT (which consent shall not be unreasonably withheld). You
agree that we may sell or assign all or a portion of our interests, but not our
obligations, in the Product and/or this Lease Agreement or any Schedule without
notice to you even if less than all the Payments have been assigned. In the event
the remit to address for Payments is changed during the term of this Lease
Agreement or any Schedule, then Ricoh or the Assignee will provide notice to
you. In that event, the assignee (the "Assignee") will have such rights as we
assign to them but none of our obligations (we will keep those obligations) and
the rights of the Assignee will not be subject to any claims, defenses or set offs
that you may have against us. No assignment to an Assignee will release Ricoh
from any obligations Ricoh may have to you hereunder. Tine Maintenance
Agreement you have entered into with a Servicer will remain in full force and
effect with Servicer and will not be affected by any such assignment. You
acknowledge that the Assignee did not manufacture or design the Product and that
you have selected the Manufacturer, Servicer and the Product based on your own
judgment.
14. Renewal: Return of Product. UNLESS EITHER PARTY NOTIFIES THE
OTHER IN WRITING AT LEAST THIRTY (30) DAYS, BUT NOT MORE
THAN ONE HUNDRED TWENTY (120) DAYS, PRIOR TO THE
EXPIRATION OF THE MINIMUM TERM OR EXTENSION OF SUCH
SCHEDULE, AFTER THE MINIMUM TERM OR ANY EXTENSION OF
ANY SCHEDULE TO THIS LEASE AGREEMENT, SUCH SCHEDULE WILL
AUTOMATICALLY RENEW ON A MONTH -TO -MONTH BASIS;
PROVIDED, HOWEVER, THAT AT ANY TIME DURING ANY MONTH -TO -
MONTH RENEWAL, WE HAVE THE RIGHT, UPON THIRTY (30) DAYS
NOTICE, TO DEMAND THAT THE PRODUCT BE RETURNED TO US IN
ACCORDANCE WITH THE TERMS OF THIS SECTION 14. Notwithstanding
the foregoing, nothing herein is intended to provide, nor shall be interpreted as
providing, (a) you with a legally enforceable option to extend or renew the terms
of this Lease Agreement or any Schedule, or (b) us with a legally enforceable
option to compel any such extension or renewal. At the end of or upon
termination of each Schedule, you shall immediately make arrangements to have
the Product subject to such expired Schedule picked up by us (or our designee), in
as good condition as when you received it, except for ordinary wear and tear.
Ricoh (or our designee) shall bear shipping charges. You must pay additional
monthly Payments at the same rate as then in effect under a Schedule, until (i)
you provide notice to us prior to the expiration of the minimum term or extension
of any Schedule and (ii) the Product is picked up by us or our designees and is
received in good condition and working order by us or our designees.
Notwithstanding anything to the contrary set forth in this Lease Agreement, the
parties acknowledge and agree that we shall have no obligation to remove, delete,
preserve, maintain or otherwise safeguard any information, images or content
retained by or resident in any Products leased by you hereunder, whether through
a digital storage device, hard drive or other electronic medium ("Data
Management Services"). If desired, you may engage Ricoh to perform Data
Management Services at then -prevailing contracted rates pursuant to your
Maintenance Agreement or other agreement adth Ricoh. You acknowledge that
you are responsible for ensuring your own compliance with legal requirements in
correction with data retention and protection and that we do not provide legal
advice or represent that the Products will guarantee compliance with such
requirements. The selection, use and design of any Data Management Services,
grid any decisions arising with respect to the deletion or storage of data, as well as
the loss of any data resulting therefrom, shall be your sole and exclusive
responsibility
I5. Miscellaneous. It is the hrtent of fine parties that this Lease Agreement and any
Schedule shall be deemed and constitute a "finance lease" as defined under and
governed by Article 2A of the UCC. ORAL AGREEMENTS OR
COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR
FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES
. YOU
AGREE THAT THE TERMS AND CONDITIONS CONTAINED IN THE
CONTRACT, THIS LEASE AGREEMENT, AND IN EACH SCHEDULE
MAKE UP THE ENTIRE AGREEMENT BETWEEN US REGARDING THE
LEASING OR RENTAL OF THE PRODUCT AND SUPERSEDE ALL PRIOR
WRITTEN OR ORAL COMMUNICATIONS, UNDERSTANDINGS OR
AGREEMENTS BETWEEN THE PARTIES RELATING TO THE SUBJECT
MATTER CONTAINED HEREIN, INCLUDING, WITHOUT LIMITATION,
PURCHASE ORDERS. Any purchase order, or other ordering documents, will
not modify or affect this Lease Agreement or any Schedule and shall serve only
the purpose of identifying the equipment ordered. You authorize us to supply any
missing "configure to order" number ("CTU ), other equipment identification
numbers (including, without limitation, serial numbers), agreement/schedule
identification numbers and/or dates in this Lease Agreement or any Schedule.
You acknowledge that you have not been induced to enter into this Lease
Agreement by any representation or warranty not expressly set forth in this Lease
Agreement. Neither this Lease Agreement nor any Schedule is binding on us until
we sign it. ANY CHANGE IN ANY OF THE TERMS AND CONDITIONS OF
THIS LEASE AGREEMENT OR ANY SCHEDULE MUST BE IN WRITING
AND SIGNED BY BOTH PARTIES. If we delay or fail to enforce any of its
rights under this Lease Agreement with respect to any or all Schedules, we will
still be able to enforce those rights at a later time. All notices shall be given in
twriting and sent either (a) by certified mail, return receipt requested, or
recognized overnight delivery service, postage prepaid, addressed to the party
receiving the notice at the address shoxva on the front of this Lease Agreement, or
(b) by facsimile transmission, with oral confirmation, to the facsimile number
shown below such party's signature on this Lease Agreement. Either party may
change its address or facsimile number by giving written notice of such change to
the other party. Notices shall be effective on the date received. Each of our
respective rights and indemnities will survive the termination of this Lease
Agreement and each Schedule. If more than one customer has signed this Lease
Agreement or any Schedule, each customer agrees that its liability is joint and
several. It is the express intent of the parties not to violate any applicable usury
laws or to exceed the maximum amount of time price differential or interest, as
applicable, permitted to be charged or collected by applicable law, and any such
excess payment will be applied to payments in the order of maturity, and any
remaining excess will be refwided to you. We make no representation or
warranty of any kind, express or implied, with respect to the legal, tax or
accounting treatment of this Lease Agreement and any Schedule and you
acknowledge that we are an independent contractor and not your fiduciary. You
mvilI obtain your own legal, tax and accounting advice related to this Lease
Agreement or any Schedule and make your own determination of the proper
accounting treatment of this Lease Agreement or any Schedule. We may receive
compensation from the Manufacturer or supplier of the Product in order to enable
us to reduce the cost of leasing or renting the Product to you under this Lease
Agreement or any Schedule below what we otherwise would charge. If Ave
received such compensation, the reduction in the cost of leasing or renting the
Product is reflected in the Minimum Payment specified un the applicable
Schedule. To the fullest extent permitted by applicable law, you authorize us or
our agent to obtain credit reports and make credit inquiries regarding you and
your financial condition and to provide your infornmation, including payment
history, to our assignee and third parties having an economic interest in this Lease
Agreement, any Schedule or the Product.
TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE
16. Governing Law: Jurisdiction: Waiver of Trial B hrry and Certain Rights and
Remedies Under The Uniform Commercial Code. YOU AGREE THAT THIS
LEASE AGREEMENT AND ANY SCHEDULE WILL BE GOVERNED
UNDER THE LAW FOR THE STATE WHERE YOUR PRINCIPAL PLACE
OF BUSINESS OR RESIDENCE IS LOCATED, YOU ALSO CONSENT TO
THE VENUE AND NON-EXCLUSIVE JURISDICTION OF ANY COURT
LOCATED IN THE STATE WHERE YOUR PRINCIPAL PLACE OF
BUSINESS OR RESIDENCE IS LOCATED TO RESOLVE ANY CONFLICT
UNDER THIS LEASE AGREEMENT. TO THE EXTENT NOT PROHIBITED
MSTLSE USC-MA 03.13
Ricoh grid the Ricoh Logo are registered hademan•Ics of Ricoh Company, Ltd.
04/22/2015 12:19 PM 15328496
Page 3 of 4
BY APPLICABLE LAW, THE PARTIES TO THIS LEASE AGREEMENT
EACH WAIVE THE RIGHT TO TRIAL BY JURY IN THE EVENT OF A
LAWSUIT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU
WAIVE ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A
CUSTOMER OR LESSEE BY SECTIONS 508-522 OF ARTICLE 2A OF THE
UCC THAT YOUMAY HAVE AGAINST US (BUT NOT AGAINST THE
MANUFACTURER OF THE PRODUC'I).TO HELP THE GOVERNMENT
FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING
ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL
INSTITUTIONS TO OBTAIN, VERIFY AND RECORD INFORMATION
THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT
THIS MEANS FOR YOU: WHEN YOU OP EN AN ACCOUNT, WE WILL
ASK FOR YOUR NAME, ADDRESS AND OTHER INFORMATION THAT
WILL ALLOW US TO IDENTIFY YOU. WE MAY ASI{ TO SEE
IDENTIFYING DOCUMENTS.
available to us (or our designee) all, but not less than all, of the Product
covered by such Schedule to this Lease Agreement, at your sole expense, in
accordance with the terms hereof; and (C) any Schedule to this Lease
Agreement shall temtinate on the Return Date without penalty or expense to
you and you shall not be obligated to pay the rentals beyond such fiscal year,
provided that (x) you shall pay azty and all rentals aztd other pa}nnents due up
through the end of the last day of the fiscal year for which appropriations
were made and (y) you shall pay month-toanonth rent at the rate set forth in
any such Schedule for each month or part thereof that you fail to make
available to us (or our designee) the Product as required herein. (iii) Upon any
such Non -Appropriation, upon our request, you will provide an opinion of
independent counsel or other legally designated authority (who shall be
reasonably acceptable to us), inform reasonably acceptable to us, confirming
the Non -Appropriation and providing reasonably _sufficient proof of such
Non -Appropriation.
17. Cowtterparts: Facsimiles. Each Schedule may be executed iu counterparts. The (c) Funding brtent. You represent and warrant to us that you presently intend to
counterpart which has our original signature and/or is in our possession or control
shall constitute chattel paper as that term is defined in the UCC aztd shall continue this Lease Agreement and any Schedule hereto for the entire temt of
constitute the original agreement for all purposes, including, without limitation, such Schedule and to pay all rentals relating to such Schedule and to do all
(a) any ]tearing, trial or proceeding with respect to such Schedule, and (b) any things lawfully within your power to obtain and maintain funds from which
determination as to which version of such Schedule constitutes the single true the rentals and all other payments owing under such Schedule may be made.
original item of chattel paper under the UCC. If you sign and transmit a Schedule The parties acknowledge that appropriation for rentals is a governmental
to us by facsimile or other electronic transmission, the facsimile or such electronic function to which you caruiot contractually camnit yourself in advance and
transmission of such Schedule, upon execution by us (manually or electronically, this Lease Agreement shall not constitute such a commitment. To the extent
as applicable), shall be binding upon the patties. You agree that the facsimile or permitted by law, the person or entity in charge of preparing your budget will
other electronic transmission of a Schedule containing your facsimile or other include in the budget request for each fiscal year during the teen of each
electronically transmitted signature, which is manually or electronically sid led by Schedule, respectively, to this Lease Agreement an amount equal to the
us, shall constitute ttte original agreement for all purposes, iucluding, without rentals (to be used for such rentals) to become due in such fiscal year, and
limitation, those outlined above in this Section. You agree to deliver to us upon will use all reasonable and lawful means available to secwe the appropriation
our request the counterpart of such Schedule containing your original manual of money for such fiscal year sufficient to pay all rentals caning due during
siguature. such fiscal year.
18. State and Local Government Provisions. If the Customer is a State or political (d) Authority and Authorization. (i) You represent and warrant to us that: (A)
subdivision of a State, as those terms are defined in Section 103 of tUe httental you are a State or political subdivision of a State, as those terms are defined
Revenue Code, the following additional terms and conditions shall apply: in Section 103 of the Internal Revenue Code; (B) you have the power and
authority to enter into this Lease Agreement and all Schedules to this Lease
(a) Essentiality. During the term of this Lease Agreement and any Schedule, the Agreement (C) this Lease Agreement and all Schedules to this Lease
Product will be used solely for the purpose of performing one or more Agreement have been duly authorized, executed and delivered by you and
governmental or proprietary functions consistent with the permissible scope constitute valid, legal and bindutg agreements) enforceable against you in
of your authority. You represent and warrant that the use of the Product is accordance with their terms; and (D) no further approval, consent or
essential to performing such govermmental or proprietary functions. withholding of objections is required fiom any governmental authority with
respect to this Lease Agreetent or any Schedule to this Lease Agreement. (ii)
(b) Non-ApprooriatiatlNon-Substitution. (i) If your governing body fails to If and to the extent required by us, you agree to provide us with an opinion of
appropriate sufficient monies in any fiscal period for rentals and other iudependent counsel or other legally designated authority (who shall be
payments coming due under a S chedule to this Lease Agreement in the next reasonably acceptable to us) confirming the foregoing and other related
succeeding fiscal period for any equipment which will perform services and matters, in form and substance acceptable to us. (iii) You agree to take all
functions which in whole or in part are essentially the same services and required actions azid to file all necessary forms, including IRS Forms 8038-G
functions performed by the Product covered by any such Schedule, then a or 8038-GC, as applicable, to preserve the tax exempt status of this Lease
"Non -Appropriation" shall be deemed to have occurred. (ii) If a Non- Agreement and all Schedules thereto. (iv) You agree to provide us with any
Appropriation occurs, then: (A) you must give us immediate uotice of such other documents that we may reasonably request in connection with the
Non -Appropriation and provide written notice of such failure by your foregoiug and this Lease Agre'e�lent.
governing body at least sixty (60) days prior to the end of the then current
fiscal year or if Non-Appropriatiou has not occurred by such date, (e) Assiemnent. You agree to acknowledge any assignment to the Assignee in
immediately upon Non -Appropriation, (B) no later than the last day of the writing, if so requested, and, if applicable, to keep a complete and accurate
fiscal year for which appropriations were made for the rental due mtder any record of all such assigmnents in a manner that complies with Section 149(a)
Schedule to this Lease Agreement (the "Return Date"), you shall make of the Internal Revenue Code and the regulations promulgated theremtder.
IN WITNESS WHEREOF, the pazties have executed this Lease Agreement as of the dates set forth below.
THE PERSON SIGNING THI EASE AGREEMENT ON BEHALF OF THE CUSTOMER REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO DO SO,
CUSTOMER _Accepted by: RICOH USA, INC.
By: X � BY�
Authw•i=edSioier• g»atw•e Authorr�edSignerSignature
Printed Name: WYN BIRKENTHAL Printed Name:
Title: DIRECTOR, BREMERTON PARKS & REC Date: 4/22/2015 Title: Date:
Facsimile Nmnber: (360) 473-5882 Facsimile Nmnber:
MSTLSE USC-MA 03.13
Ricoh and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd.
04/22/2015 12:19 PM 15328496
Page 4 of 4
U.S. COMMUNITIES
EQUIPMENT SALE AND MAINTENANCE AGREEMENT
(EQUIPMENT SALES, BREAK -FIX SERVICES)
CUSTOMER INFORD�IATION
Legal Name
I BREMERTON, CITY OF
Bill To Address
1680 LEBO BLVD
city
BREMMON
State
IWA
I Zip Code
98310-3308
This Equipment Sale and Maintenance Agreement ("Maintenance Agreement") sets forth the
terms pursuant to which Customer may acquire equipment, software, and/or hardware products and
maintenance services identified on an Order (defined below) from Ricoh USA, Inc. ("Ricoh"). This
Maintenance Agreement is executed pursuant to the contract by and between Ricoh Americas Corporation
and Fairfax County (the "County") on behalf of the U.S. Communities Government Purchasing Alliance
and all public agencies, non -profits and higher education entities ("Participating Public Agencies"), having
a Contract ID number of 4400003732 and the contract period is from February 11, 2013 to June 30, 2016,
with the option to renew for no more than six (6) years (the "Contract Period"), one year at a time, or any
combination thereof (the "Contract"). Notwithstanding the foregoing, any Maintenance Agreement and
Order entered into during the Contract Period shall continue in full force and effect for the entire tern set
forth in the Order. To the extent that Customer purchases or leases Equipment from 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 terns 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 tern 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). hi the event the Equipment becomes
unserviceable as a result of normal usage, replacement parts will be furnished and installed on an
exchange basis and will be new OEM; provided, however, if such OEM part is not available and in order
to restore the functionality of the Equipment, Ricoh shall be permitted to use a reconditioned or used part
until such time as the new OEM part becomes available and is installed in the Equipment. All parts
removed due to replacement will become the property of Ricoh. The provision of Maintenance Services
does not assure uninterrupted operation of the covered Equipment.
(b) If available, Maintenance Services requested and performed outside Normal Business Hours will
be charged to Customer at applicable time and material rates set forth in the Contract.
(c) The Maintenance Services provided by Ricoh will not include the following: (i) Repairs resulting
from misuse (including without limitation to improper voltage or the use of supplies that do not conform
to Ricoh's specifications); (ii) Repairs made necessary by service performed by persons other than
authorized Ricoh representatives; (iii) Replacement of consumable parts which are consumed in normal
Equipment operation, unless specifically included in the Order; (iv) Removable cassette, copy cabinet,
exit trays, or any item not related to the mechanical or electrical operation of the Equipment: (v) Unless
1
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04l22l2015 12:19 PM 15328496
otherwise agreed, consumable supplies such as toner, developer, paper or supplies that are consumed in
the normal operation of the Equipment; (vi) Repairs and/or service calls resulting from attacti vents 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 de4nstallation 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 all 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, discomiect or repair unauthorized attachments or components. Customer is responsible for
disconnecting and re -connecting ivauthorized 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 w
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 "Tune 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 airy 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
71185v2
04/22/2015 12:19 PM 15328496
such failure continues for a period of thirty (30) days after being notified in writing of such failure; or
(ii) if the other party fails to perform or observe any other material covenant or condition of this
Maintenance Agreement, and such failure or breach shall continue un-remedied for a period of thirty (30)
days after such party is notified in writing of such failure or breach.
5. MAINTENANCE CHARGES.
(a) Maintenance service charges ("Maintenance Charges") will be payable by the Customer in
accordance with the terms set forth in the Order.
(b) Customer acknowledges and agrees that: (i) the transfer of the Equipment from the location
indicated on the face hereof may result in an increase of Maintenance Charges or the termination of an
Order; (ii) if an Order includes toner, toner usage is based on manufacturer supply consumption rates.
Ricoh will determine and deliver supplies in accordance with agreed upon usage. Consumption of
covered supply products varying significantly from expected usage may result in additional charges for
supplies, or as otherwise agreed to by the parties. Maintenance Charges are based on standard 8.Sx11
images. Ricoh reserves the right to assess additional images charges for non-standard images, including
l lx17 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 ui the Order as applicable, or on a remote basis. Customer shall provide
Ricoh with such access to Customer's facilities, networks and systems as may be reasonably necessary for
Ricoh to perform such services.
9. WARRANTY DISCLAIMER. OTHER THAN THE OBLIGATIONS SET FORTH EXPRESSLY
IN THIS MAINTENANCE AGREEMENT, RICOH DISCLAIMS ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
USE, OR FITNESS FOR A PARTICULAR PURPOSE. RICOH SHALL NOT BE RESPONSIBLE FOR
ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT
LIMITED TO, DAMAGES ARISING OUT OF THE USE OR PERFORMANCE OF THE EQUIPMENT
OR THE LOSS OF USE OF THE EQUIPMENT. RICOH'S TOTAL AGGREGATE LIABILITY TO
CUSTOMER UNDER THE MAINTENANCE AGREEMENT, IF ANY, SHALL IN NO EVENT
EXCEED THE TOTAL OF THE FEES PAID TO RICOH IN CONNECTION WITH THE
3
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MAINTENANCE SERVICES.
10. SERVICE LEVELS.
(a) Response Time. Ricoh will provide a one hour (1) phone response to service calls measured from
receipt of the Customer's call. Ricoh service technicians will meet a four (4) busuiess 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 azid 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 aild specific Uptime needs Customer may have so that Ricoh cau
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 beat
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) hf 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 infoi7nation, images or
content retained by or resident in any Equipment serviced and maintained by Ricoh, whether tluough a
digital storage device, hard drive or other electroiuc medium ("Data Management Services"). If desired,
Customer may engage Ricoh to perform Data Management Services at then -prevailing Contract rates.
Customer aclaiowledges 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 lZiooh to perform the following
Data Management Services, and the parties shall enter into a written wqN k order setting the details of any
such engagement: �.
• Hard Drive Surrender Service. Under this option, a Ricoh service technician can remove the hard
drive fiom the applicable equipment (set forth on a work order) and provide Customer with custody of
the hard drive before the equipment is removed from the Customer's location, moved to another
department or any other disposition of the equipment. The cost for the Hard Drive Surrender Services
shall be as set forth in the Contract.
• DataOverwriteSecurity System (DOSS). DOSS is a Ricoh product designed to overwrite the sector of
the hard drive used for data processing to prevent recovery. Additionally, DOSS also offers the option
of overwriting the entire hard drive up to nine (9) times.
12. PURCHASES OF EQUIPMENT FOR CASH. hi 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. hi comnection 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
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15328496
(in a form to be provided by Ricoh) or written delivery acknowledgement. Ricoh reserves the right to
make equipment deliveries in installments. All claims for damaged equipment shall be deemed waived
unless made in writing, delivered to Ricoh within ten (10) business days after delivery of equipment to
Customer; provided, however, Ricoh shall not be responsible for damage to equipment caused by the
Customer, its employees, agents or contractors. Ricoh warrants to Customer that at the time of delivery
and for a period of ninety (90) days thereafter the Ricoh -manufactured equipment will be free from any
defects in material and workmanship; provided, however, the foregoing warranty shall not apply in the
event (i) the Ricoh -manufactured equipment is installed, wired, modified, altered, moved or serviced by
anyone other than Ricoh, (ii) the Ricoh -manufactured equipment is installed, stored and utilized and/or
maintained ui 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. hi 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.
Nalne: WYNBIRKENTHAL
. RICOH USA, INC.
By:
Nalne:
Tltle: DIRECTOR, BREMERTON PARKS & REC. Title:
Date: 7 %Zi � / Date:
5
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15328496
ORDER AGREEMENT
Sale Type :LEASE
Master Maintenance and Sale Agreement Date: INEW ISale Type: ILEASE
BILL TO INFORMATION
Customer Legal Name: BREMERTON, CITY OF
Address Line 1: 680 LEBO BLVD
Contact:
Elevado,Jeff
Address Line 2:
Phone:
(360)473-5428
City: BREMERTON
E-mail:
jeff.elevado@ci.bremerton.wa.us
ST / Zip: WA/9831U-3308
County: KITSAP
Fax:
(360) 473-5882
ADDITIONAL ORDER INFORMATION
Check All That Apply:
❑ Sales Tax Exempt (Attach Valid Exemption Certificate) Q Fixed Service Charge ❑ Add to Existing Service Contract #
❑ PO Included PO#
❑ Syndication
❑ PS Service (Subject to and governed by separate Statement of Work
)
❑ IT Service (Subject to and governed by separate Statement of Work)
This is an Order made pursuant to the terms and conditions of the above referenced Master Agreements) between Customer and Ricoh USA, Inc. The
signature below indicates that the customer accepts all terms and conditions of the applicable Master Agreements) for this sale, including but not limited
to the terms set forth in the Master Agreement(s) and any Exhibit A thereto, all of which are incorporated herein by reference and made part of this Order.
This Order is not valid unless and until signed by and Authorized Signatory of Ricoh USA, Inc.
SERVICE INFORMATION
Service Term (Months)
Base Billing Frequency
Overage Billing Frequency
60 Months
MONTHLY
MONTHLY
SHIP TO INFORMATION
Customer Name: CITY OF BREMERTON
Address Line 1: 680 LEBO BLVD
Contact:
Elevado,Jeff
Address Line 2:
Phone:
(360)473-5428
City: BREMERTON
E-mail:
jeff.elevado@ci.bremerton.wa.us
ST / Zip: WA/98310-3308
County: KITSAP
Fax:
k
PRODUCT INFORMATION
B/W
Color
Product Description
Qty
Service
Allowance
BM Ovg
Allowance
Color Ovg
Service Base
Type
(Per Base Billing
(Per Base Billing
(Per Base Billing Frequency)
Frequency)
Frequency)
RICOH MPC6502SP
1
Gold
0
$0,0060
0
$0,0400
BASIC CONNECTIVITY / PS / IT SERVICES INFORMATION
BASIC CONNECTIVITY / PS / IT Services Description
Quantity
NETWORK & SCAN CONNECT - SEG BC5
1
4/22/2015
Version # 1.1
Page # 1 15328496
ORDER TOTALS
Service Type Offerings:
Product Total:
Gold: Includes all supplies and staples.
BASIC CONNECTIVITY / PS / IT
Excludes paper.
Services:
Silver: Includes all supplies. Excludes paper and
staples.
Buyout:
Bronze: Parts and labor only. Excludes paper,
staples and supplies.
Grand Total: (Excludes Tax)
Additional Provisions:
Per US Communities Contract 4400003732
Accepted by Customer
Accepted: Ricoh USA, Inc.
Authorized Signature:
Authorized Signature:
Printed Name: WYN BIRKENTHAL'
Printed Name:
Title: DIRECTOR, BREMERTON PARKS & REC.
Title:
Date: I' Zvi
Date:
4/22/2015
Version # 1.1
■III �'�!#���:��,I"����E�� �i III
Page # 2 15328496
RICO"
EQUIPMENT REMOVAL/BUYOUT AUTHORIZATION
Customer Name:
BREMERTON, CITY OF
Contact Name:
Elevado,Jeff
Phone:
(360)473-5428
Address:
680 LEBO BLVD
City:
BREMERTON
State:
WA
Zip:
98310-3308
Fax/Email:
jeff.elevado@ci.bremerton.wa.us
Make
Model
Serial Number
Ricoh
MPC6501
V7600100476
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, and (2) the request shall be governed by this Authorization. Notwithstanding the foregoing,
the parties acknowledge and agree that Ricoh shall have no obligation to remove, delete, preserve, maintain or otherwise safeguard any
information, images or content retained by, in or on any item of equipment serviced by Ricoh, whether through a digital storage device, hard
drive or similar electronic medium ("Data Management Services"). If desired, Customer may engage Ricoh to perform such Data
Management Services at its then -current rates. Notwithstanding anything in this Authorization to the contrary, (i) Customer is responsible
for ensuring its own compliance with . legal requirements pertaining to data retention and protection, (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.
DEquipment Removal (Leased by Customer). In addition to the terms and conditions set forth above, the following terms and
conditions shall apply for equipment removals of equipment leased by Customer: Except for the obligations of Ricoh to pick up and remove
the identified equipment, Ricoh does not assume any obligation, payment or otherwise, under any lease agreement, which shall remain
Customer's sole responsibility. As a material condition to the performance by Ricoh, Customer hereby releases Ricoh from, and shall
indemnify, defend and hold Ricoh harmless from and against, any and all claims, liabilities, costs, expenses and fees arising from or
relating to any breach of Customer's representations or obligations in this Authorization or of any obligation owing by Customer under its
lease agreement.
CUSTOMER
By:
Name WYN BIR ENTHAL
Title DIRECTOR, BREMERTON PARKS & REC.
Date `( l /ZV Zel<
RICOH USA, INC.
By:
Name
Title
Date