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Ricoh USA
Printer/Copier Lease and Maintenance Services Program '1 � x iA' aii .rafill m ��: _•^� ''`1r `�f��+yr 'r - _=-.;f - ;ufi? ..it�_W :'•.aln�YS���o��Sli1►�a:\.., �' ��IV=z� , E RICOH imagine. change. Ricoh USA, Inc. 300 Eagleview Blvd. Exton, PA 19341 Cover Letter RICOH imagine. change. Ricoh USA, Inc. 300 Eagleview Blvd. Exton, PA 19341 September 25, 2023 Mr. Doug Kinley City of La Quinta 78495CaIle Tampico La Quinta, Ca 92253 Subject: Printer/Copier tease and Maintenance Services Program Dear Mr. Kinley: Ricoh USA, Inc. (Ricoh), is pleased to submit the enclosed proposal for Printer/Copier Lease and Maintenance Services Program to City of La Quinta, in response to the Request for Proposal. Our response is submitted electronically by email per RPP requirements. We are honored to serve the City of La Quinta and know that the digital shift is transforming the way cities and residents work. Cities must move fast to keep up. We have been helping Cities align with these changes by improving Office Printer and Copier devices with innovative technologies and services that enable staff to work smarter. In our response we intend to leverage our main areas of expertise and intellectual property, to help you solve your cities challenges through people, processes and technology. At Ricoh, we strive to create and build trusting and long-lasting partnerships with cities and organizations across the country. City of La Quinta will find out very quickly that Ricoh's Digital Workplace Solutions combine the right services, expertise and technology to optimize the flow of information, so you can improve user productivity, better serve your residents/staff and improve all work processes. The proposal will be valid for 90 days. The individuals performing the work are free of any conflict of interest. Our technicians live in the area and start their day in the area. If you have any questions or require additional information, please do not hesitate to contact me. We look forward to hearing from you. Sincerely, Mike Ruiz Account Manager Ricoh USA, Inc. (949) 371-7139 Mike.ruiz@Ricoh-usa.com RICH imagine. change. Ricoh USA, Inc. 300 Eagleview Blvd. Exton, PA 19341 Firms Background Qualifications, and Experience Account Team Organization We have provided document solutions for over 30 years. This experience has taught us that each customer is unique and that each project presents different challenges in account management. As a resu#t, we assign a dedicated team of professionals to each customer engagement based on individual project requirements. This team assesses the specific project requirements, goals and objectives and tailors a set of services accordingly. We understand the importance of empowering local personnel who provide services for customers daily so that they have the ability to address specific customer requirements. Our project account team is supported by regional and national resources that are available to assist and provide additional expertise to the team. In total, our account management structure provides the personnel, training, business tools and other resources necessary to meet the business requirements of each individual customer. The organization of our account team assigned to City of La Quinta is illustrated in the following chart. The team consists of a client executive, account manager, technology specialist, management operations support organization and the customer service team. This organizational structure ensures that City of La Quinta receives a dedicated customer team with the expertise necessary to provide day-to-day equipment service and support. The team also includes specialized project support from management personnel who can assign resources, manage operations and provide technical support and financial analysis. I RICOH imagine. change. Ricoh USA, Inc. 300 Eagleview Blvd. Exton, PA 19341 References City of La Quinta Printer/Copier Lease and Maintenance Services Program REFERENCES Business References----Ricoh's Policy out of courtesy, we have established a reference policy that respects the confidentiality of our customers. The policy is intended to limit the potential for inconvenience that may result from numerous reference information requests. Consequently, we respectfully request the opportunity to coordinate a mutually agreeable time for contact. At the point in the evaluation process when the City of La Quinta is ready to interview business references, please contact Mike Ruiz, Account Manager, at (949) 371-7139 or via email at mike.ruiz@ricoh-usa.com. Mike will arrange direct contact with the following references at that time; I. City of Huntington Beach Contact Jennifer Anderson 714 374-1569 'ennifer.anderson surfci -hb Copier Fleet 1. City of Carlsbad Contact Mike Lesh 760 602-2450 2. mike.lesh@carlsbadca.gov Copier Fleet RICOH Confidential 02020 Ricoh USA, Inc. imagine. change. RICOH imagine. change. Ricoh USA, Inc. 300 Eaglevlew Blvd. Exton, FA 19341 Price List Desktop Model Multifunction Copier Multifunction Copier Desktop Madel Wide Format Model IMC400P IMC3510 IMC6500 SPC84ODN CW2200 - I -- ............ ... - 40 ppm color, Print,Copy,Scan,Fax 35 ppm Color, Print,Copy,Scan 65 ppm, Color, Print,Copy,Scan, 45 ppm color, Print 11" x 17" Output Speed (D -Size). Staple Finisher 3.8ppm 8&W and 2.1 ppm Calor Included Components 60 -Month $ Buyout 545.03 $129.29 $234.03 $88.76 $98.42 Color Rate 0.0075 0.0075 0.0075 0.0075 Price determined after walk through B&W Rate 0.0375 $0.0375 $0.0375 0.0375 Fax and Male Punch determined after walk through RICOH imagine. change. Ricoh USA, Inc. 300 Eagleview Blvd. Exton, PA 14341 Acknowledgement of Insurance Requirements ta�W cslnIMMA ATTACHMENT 2 INSURANCE REQUIREMENTS ACKNOWLEDGEMENT Must be executed by proposer and submitted with the proposal I, Steven Welty hereby acknowledge and confirm that Ricoh USA has reviewed the City's indemnification and minimum insurance requirements as listed in Exhibits E and F of the City's Agreement for Contract Services (Attachment 1); and declare that insurance certificates and endorsements verifying compliance will be provided if an agreement is awarded. I I am Branch Manager of (Title) Ricoh USA (Company) Page 11 of 13 Commercial General Liability (at least as broad as ISO CG 0001) $1,000,000 (per occurrence); $2,000,000 (general aggregate) Must include the following endorsements: General Liability Additional Insured General Liability Primary and Noncontributory Commercial Auto Liability (at least as broad as ISO CA 0001) $1,000,000(per accident Personal Auto Declaration Page if applicable Errors and Omissions Liability $1,000,000 (per claim and aggregate) Worker's Compensation (per statutory requirements) Must include the following endorsements: Worker's Compensation Waiver of Subrogation Worker's Compensation Declaration of Sole Proprietor if applicable Cyber Liability in the amount of $1,000,000 per occurrence Umbrella or Excess Liability may be used to meet policy limits Page 11 of 13 QWk ra -':AI.Ik01JN1A - ATTACHMENT 3 NON -COLLUSION AFFIDAVIT FORM Must be executed by proposer and submitted with the proposal I, 5�-► J OCrj rz- (name) hereby declare as follows: I am f3raoc i. MA.+g jf diL�.,f tv,..f� of r' 'P r (Title) V (Company) the party making the foregoing proposal, that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived, or agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from proposing; that the proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the proposer or any other proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer, or to secure any advantage against the public body awarding the agreement of anyone interested in the proposed agreement; that all statements contained in the proposal are true, and, further, that the proposer has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative hereto, or paid, and will not pay, any fee to any corporation, partnership, company, association, organization, proposal depository, or to any member or agent thereof to effectuate a collusive or sham proposal. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. %j Proposer Signature: Proposer Name: Proposer Title: Company Name: Address: .5 -FE v El�) \ s C- L 11y ►LFr�t UJA 1 4 � �0 V'q'? L'q /mss-- Ad t- Li' V ielc Page 12 of 13 Page 1 of 1 A R�� CERTIFICATE OF LIABILITY INSURANCE DATE 3 46/41/202011202 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Willis Towers Watson Northeast, Inc. c/o 26 Century Blvd P.D. Box 345191 CONTACT Willis Towere Watson Certificate Center NAME; PHONE 1-877-945-7378 FAAXC No: 1-896-457-2379 ADDRESS: certificates@willis,com INSURERS AFFORDING COVERAGE NAIC N Nashville, TN 372305191 USA INSURER A: Sompo .Amerika rnsurance Company 11126 INSURED Ricoh Americas Holdings, Inc. Ricoh USA, Inc. INSURER B: Tokio Marine America Insurance Company 10945 INSURER c: Safety National Casualty Corporation 15105 INSURER D: 300 Eagleview 'Blvd., Suite 200 INSURER E Exton, PA 19341 INSURER F: COVERAGES CERTIFICATE NUMBER: W29185649 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 3NSR LTR OF ADDLTYPE J= o P01 -ICY MMIDaffY� MMIDD LICY EXP LIMITS X COMMERCIAL GENERAL LIABILITY EACHOCCURRENCE $ 1,000,040 CLAIMS -MARE X OCCUR DAMAOE TO REN ED 500,040 PREMISES Ea occurrence $ MED ENP (Any one person) $ 15,000 A PERSONAL &ADV INJURY $ 1,000,090 ACL30038682200 06/01/2023 06/01/2D24 GEN'L AGGREGATE LIMIT APPLIES PER! GENERAL AGGREGATE $ 2,040,060 POLICYJECT PRO LOC PRODUCTS -COMPIOPAGG $ 2,000,000 $ OTHER' AUTOMOBILE LIABILITY COMEa scc denlBINEQSINGLELIMIT $ 1,444,400 BODILY INJURY (Per person) $ X ANY AUTO A OWNED 5CHE11ULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY AAL30020107701 06/01/2023 06/01/2024 BODILY INJURY Ter accident) $ PROPERTY DAMAGE $ Per accldenl $ 8 X UMBRELLALIAB X OCCUR EACH OCCURRENCE $ 5,000,DO6 AGGREGATE $ 5,400,000 EXCESS LIAB CLAIMS -MADE CU6402167--15 D6/01/2023 06/0112024 DED I X1 RETENTION$ 10.000 $ C WORKERS COMPENSATION AND EMPLOYERS! LIABILITY ANYPROPRIETORIPARTNERIEXECUI— YIN OFFICERIMEMBEREXCLUDED7 Nc (Mandatory In NH) NIA y LDC4054740 06/01/2023 06/01/2024 X STATUTE OERTH E.L. EACH ACC IDE NT $ 2+400+000 E. L. DISEASE -FA EMPLOYEE $ $,000,000 E.L. DISEASE -POLICY LIMIT $ 2, D00, 000 it yyes, describe under DESCRIPTION OF OPERATIONS bslow B Special Form -Real & Persona]SCP 6480056-13 06/01/2023 06/01/2024 Policy Limit $5,000,000 Property -Including Flood, Zquip, Deductible $100,000 B&H and EDP Coverage Replacement Cast BI/EE is covered DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES IACORD 101, Additlonal Remarks Scheclule, may he attached if more space is required) Waiver of Subrogation applies to Workers Compensation, where required by written contract and as Permitted by law. CERTIFICATE HOLDER CANCELLATION ©1988-2018 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD SR 1c= 24215924 BATOR: 2997428 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Evidence of Insurance A ©1988-2018 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD SR 1c= 24215924 BATOR: 2997428 ACS d� CERTIFICATE OF LIABILITY INSURANCE DATE {nanlroorrYYr) 7/13/2023 THIS CERTIFICATE IS €SSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pol€cy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Arthur J. Gallagher Risk Management Services, LLC 300 Madison Avenue 213th Floor CONTACT NAME: Kerri Illuminato PHONE212-981-2489 arc No: ADDRess: Kerr€ €lluminato a' .com INSURER ($) AFFORDING COVERAGE NAICp New York NY 10017 INSURER A: Underwriters at Lloyd's London 15792 INSURED Ricoh USA, Inc. 300 Eagleview Boulevard INSURER 13: CLAIMS -MADE FIOCCUR INSURERC: Exton, PA 19341 INSURER D : MED EXP (Any one person $ INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: 1303982352 REVISION NUMBER: THIS 15 TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE DDIL R POLICY NUMBER POLICY EFF MWD�NYYY LIMITS COMMERCIALGENERAL LIABILITY EACH OCCURRENCE S CLAIMS -MADE FIOCCUR DAMAGE TO RENTED PR Es occurrence)$ MED EXP (Any one person $ PERSONAL & ADV INJURY S GEN'I_AGGREGATE LIMIT APPLIES PER- GENERAL AGGREGATE S POLICY E PRO- JECT EILOC PRODUCTS - COMPIOP AGG S $ OTHER: AUTOMOBILE LIABILITY COMBINFOSINGLE LIMIT $ Ea accident BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per acci(t�nt HIRED NON -OWNED AUTOS ONLY AUTOS ONLY UMBRELLALIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR CLAIMS -MADE OED RETENTION $ $ WORKERS COMPENSATIONPER AND EMPLOYERS' LIABILITY YIN ANYPROPRIETORIPARTNERIEXECUTIVF. OTH- STATUTE ER E,L, EACH ACCIDENT $ OFF ICE RIM£MBE R EXCLUDED? ❑ NIA (Mn ndatoryIn NH) E.L, DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below F -l. DISEASE - POLICY LIMIT $ A Professlonal E&O 81262510818423 7/1/2023 6130!2024 Per ClalmlAggregsle $5,000,pQp Cyber Liability DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD im, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION ACORD 25 (2016103) ©1988.2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, Evidence of Insurance AUTHORISED REPRESENTATIVE ACORD 25 (2016103) ©1988.2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD RICOH Master Lease Agreement Number: CUSTOMER INFORMATION Ricoh LISA, Inc_ 300 Eagleview Blvd #200 Exton, PA 19341 Full Legal Name Addr.:ss City State Zip Contact Telephone Number Federal Tax ID Number" TVo Ayr Amt Spiel Smwiy ns ... nr J Facsimile Number Email Address *Not required for State and Local Government entities, This Master Lease Agreement ("Lease Agreement") has been written in clear, easy to understand English. When we use the wards "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 300 Eagleview Blvd #200, Exton, PA 19341 1. Agreement, We agree to lease or rent, as specified in any equipment schedule executed by you and us and incorporating Elie terms of this Lease Agreement by reference (a "Schedule"), to you, and you agrec to [case or rent, as applicable, front us, subject to (lie tenns of this Lease Agreement and such Schedule, the personal and intangible property described in such Sclicdule. The personal and intangible property described on a Schedule (togcrher with all attachIucRb, replacements, parts, substitutions, additions, repairs, and accessories incorporated in or affixed to the property and any license or subscription rights associated with [lie 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 refereed to as the "Software." 2. Schedules; Delivery and Acceptance. ]Each Sclicdnle that incorporates this Lease Agreement shal I be governed by flit terms and conditions of this Lcase Agreement, as well as by rhe teens and conditions set forth in such individual Schedule. Each Schedule shall constitute a complete agreerneut separate and distinct firm this Lease Agreemcni and any other Srliednle. In the event of a conflict bct%vmii the teens oftliis Lease Agreement and any Schedule, the terns ofsuch Schedule shall govern and control, but only with respect to the Product subject to such Schedule. The tennination of this Lease Agreement will not affect any schedule executed prior to the effective date of such ten»iriation. When you receive the Product, you agree to inspect it to dmerniine it is in good working order. scheduled Payments (as specified in the applicable Schedule) will begin on the Product delivery and acceptance date ("Effective Date"). You agree to sign and return to ns a delivery and acceptance certificate (which, at our requesl, may be done electronically) within three (3) business days after any Product is installed. Tenn: Payments. The First scheduled Payment (as specified in the applicable Schedule) ("Payment") will be due on the Effective slate or such later dale as we may designate. Tire remaining Payments will be due on the saute day of each subsequent month, unless otherwise specified on t[re applicable Schedule. 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 Pay,neul, a one- time late charge of 5% of the overdue Payment (but in no event greatar than the maximum amount allowed by applicable law). You also agree to pay all shipping and delivery costs associated with the ownership or use of the Product, which amounts may be included in your Payment or billed separately. You agree to pay $25,00 for each check returned for insufficient funds or for any other reason. You also agree that, except as set forth in Section 18 below, '['PIIS Is AN UNCONDITIONAL, NON -CANCELABLE AGREEMENT FOR THE MINIMUM TERM INDICATED ON ANY SCHEDULE TO THIS LEASE AGREEMENT. All Paynicn[s to us are "net" and unconditional and arc not subject to set off, defense, counterclaim or reduction for any reason. You agree that you will remit payments to us in the form of company checks (or personal checks hi 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 ally Schedule and that you will not remit such fmnis of payment to us. Payment in any other form may delay processing or be returned to you. Furfhennore, only you or your authorized agent as approved by us will remit payments to us. 4. Product Location; Use and Repair. You will keep and use the Product only at [lie Product Location shown in the applicable Schedule. You will not move the Product from the location specified in rhe applicable Schedule or make any alterations, additions or neplacemenis ld the Product wilhout our prior written consent, which consent will not be unreasonably withheld. At your own cost and expense, you will keep the Product eligible for any Manufacturer's certification as to maintenance and in compliance with applicable laws and in good condition, except for ordinary wear and tear. You shall engage Ricoh, its subsidiaries or affiliates, or an independent third party (the "Servicer") to provide maintenance and support services pursuant to a separate agreement for such purpose ("Maintenance Agreement"). All alterations, additions or replacements will become part of die Product and our property at no cost or expense to us. We may inspect file Product at any reasonable tinhc. 5. Taxes and Fees. In addition to the payments under this Lcase Agreement, you agree to pay all taxes, assessments, fccs and charges governmentally imposed upon our purchase, ownership, possession, leasing, renting, operation, control or use of the Product. If we are required to file and pay property tax, you agree, at our discretion, to either: (a) reimburse us for all personal property and other similar taxes and governmental charges associated with the ownership, possession or use of the Product whenbilled by the jurisdictions; or(b) remit to us each billing period our estimate of file pin -rated equivalent of such taxes and governmental charges. In the event that [lie billing period sums include a sepatWely stated estimate of personal property and other sintilar taxes, you acknowledge acid agree that such aniount represents our estimate of such taxes that will he payable with respect to the Product during the term of [lie applicable Schedule. As compensation for our internal and external costs in the administration of taxes related to each unit of Product, you agree to pay us a "Property Tax Administrative Fee" in an amount not to exceed [lie greater of 10% of the unvoiced property tax amount or S 10 each time such tax is invoiced during the terns of the applicable Schedule, not to exceed the nhaximum amount permitted by applicable law. The Property Tax Administrative Fee, at our sole discretion, may be increased by an amount not exceeding 10% thereof for each subsequent year during the tenni of the applicable Schedule to reflect our increased cost of administration and ive will notify you or any such increase by indicating such increased ausount in the relevant invoice or in such other manner as we may deem appropriate, If we are required to pay upfront sales or use tax arid you opt to pay such tax over the term of (lie lease and not as a lump sum at lease inception, then you agree to pay us a "Sales Tax Administrative FCC" equal to 3.5%ofthe total tax duc pct year. Sales and use tax, if applicable, will be charged until a valid sales and use tax exemption certificate is provided to as. 6. Warranties: We transfer to you, without recourse, fur the terns of each Schedule, any written warranties made by the Manufacturer or Software Supp I icr {as defined MSTLSE 11RA 08.! 9 Ricalik and the Ricoh Logo are registered trademark; of Ricoh C'omlrauy, Ltd. Page I of 4 8. 9. in Section 10 of this Lease Agreement) wi Ili respect to [lie 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. I lowevcr, if you enter into a Maintenance Agreement with Servicer with respect to any Product, no provision, clause or paragraph of this Lease Agreement shall alter, restrict, diminish or waive the rights, remedies or benefits that you may have against Servicer under such Maintenance Agreement. WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AS TO US ANI] OUR ASSIGNI'E, YOU LEASE OR RENT THE PRODUCT "AS -1S," The only warranties, express or implied, made to you are the warranties (if any) made by the Manufacturer andlor Servicer to you in any documents, other than this Lease Agreement, executed by and between the Manufacturer andlor Servicer and you, YOU AGREE THAT, NUTWffHS1-ANDING ANYTHING TO THE CONTRARY, WE ARE NOT RESPONSIBLE FOR, AND YOU WILL NOT MAKE ANY CLAIM AGAINST US FOR, ANY CONSEQUENTIAL, SPECIAL, OR IND1RECI' DAMAGES. Lass or Dama£C. You are responsible for any thele of, destruction of, or damage to the Product (collectively, "Loss") from any cause at all, whether ar riot insured, from [lie time of Product delivery to you until it is delivered to its at the end ofthe term of the Schedule. You are required to make all Payments even if there is a Loss. You must notify us in writing inurtedialcly of any Loss. I'lien, at our option, you will either (a) repair the Product so that it is in good condition and working order-, eligible for any Manufacturer's certification, (b) pay us the amounts specified in Section 12 below, or (c) replace the Product with equipmeat of like age and capacity from Ricoh. Indcrvnity. Liability and Insurance. (a) To the extent not prohibited by applicable law, you agree to indemnify us, defend us and mold us Inamnless Froin all claims arising out of the death or bodily injury of any person or the damage, loss or destruction of any tangible property caused by or to the Product, except to [lie extent caused by our gross negligence ur willful misconduct. (b) You agree to maintain insurance to cover the Product for all types of loss, including, without limitation, theft, in an amount not less than the fill replacement value and you will name us as an additional insured and loss payee oil your insurance policy. Iii addition, you agree to maintain Comprehensive public liability insurance, which, upon our request, shall be in an amount acceptable to us and shall Harte us as an additional insured. Such insurance will provide that we will be given thirty (30) days advance notice of any cancellation. Upon our- request, you agree to provide us with evidence of such insurance in a fornn reasonably satisfactory In us. If you fail to maintain such insurance or to provide us with evidence of such insurance, we may (but are not obligated to) obtain insurance in such amounts and against such risks as we deem necessary to protect our interest in the Product. Such insurance obtained by us will not insure you against any claim, liability or loss related to your interest in the Product and may becaucclled by us at any time. You agree to pay us an additional amount each month to reimburse us for die insurance premium and an administrative fee, on which we or our affiliates may cam a profit. ]n the event of loss or damage to (lie Product, you agree to remain responsible for the Payment obligations under this Lease Agreement until the Payment obligations are fully satisfied. Title; Rccordii We are the owner ofand will hold title to the Product (except for any Software). You will keep the Product free of all liens and encumbrances. Except as rcflcc[cdon any Schedule, you agree that this Lcase Agrecmcul is a true lease. However, if any Schedule is deemed to be intended for security, you hereby grant to us a purchase money security interest in the Product covered by line applicable Schedule (including any replacements, substitutions, additions, attachments and proceeds) as security for the payment of Elie aniouuts under each Schedule. You authorize us to file a copy of this Lease Agreement andlor any Schedule as a financing statement, and you agree to promptly execute and deliver to us any financing statements covering the Product that we may reasonably require; provided, however, that you hereby authorize, us to file any such financing stalcment without your authentication to the extent permitted by applicable law. 10. Sof fare or Intangibles. To the extent [list the Product includes Software, you understand and agree that WC have no right, title or interest in the Software, and you will comply throughout the term of [his Lease Agreentertt with any license andlor other agreement {"Software License") entered into with [Ire supplier of tine Software ("Software Supplier"). You are responsible l'or entering into any Software License with the Software Supplier no later than the Effective Date. 11. Default. Each of the following is a "Default" under this Lease Agreement and all Schedules: (a) you fail to pay any Payment or any other amount within thirty (30) days of its due date, (b) any representation or warranty made by you in this Lease Agreement is false or incorrect andlor you do not perform any of your outer obligations under this Lease Agreement or any Schedule andlor under any other agreement with us or with any of our affiliates and this failure continues far thirty (30) days after we have notified you of it, (c) a petition is filed by or against you or any guarantor under any bankruptcy or insolvency law or a trustee, receiver or liquidator is appointed for you, any guars ntor or any substantial part of your assets, (d) you or any guarantor makes an assignment for the benefit of creditors, (c) any guarantor dies, stops doing business as a going concern or transfers all o - substantially all of such guarantor's assets, or(f)you stop doing business as a going concern or transfer all or substantially all ofyour assets, 12, Remedies. If a Default occurs, we may do one or more of the following: (a) we may cancel or terminate this Lease Agreement andlor any or all Schedules, andlor, any or all other agreennents that we have entered into with you; (b) the 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 ether amounts then due and payable under this Lease Agreenrentor any Schedule; and (ii) the present value of all unpaid Payments for the remainder of the term of each Schedule plus tine present value of our anticipated value of the Product at the end of the initial teriir ofany Schedule. (or, any renewal of such Schedule), each discomttcd ata rate equal to 30/c per year to (lie date of defau It, and we may charge you interest on all amounts due us from the date o£default until paid at the rate of 1.5% per month, but in no event more than the niaxinium rate pennilted 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 fartb in Seclion 14; (d) we or ourrepresentativc may peacefully repossess the Product without court order and you will not make any claims against us for damages or trespass or any other reason; (e) we may exercise any and all other rights or remedies available to a lender, secured party or lessor under lite Uni(brin 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 rernotc communication) of any Software; (g) we may demand Eire immediate return and obtain possession of the Software and re -license the Software at a public or private sale; (It) we may cause the Software Supplier to terminate the Software License, support and other services under the Software License, andlor (i) at our option, we may sell, re,-Icase, or otherwise dispose ofthe Product under such terms and Conditions as may be acceptable to us in our discretion. You agree to pay all of our costs of enforcing our rights against you, including reasonable attorneys' fees, andall costs related to the sale or disposition ofthe Product including, without limitation, incidental damages expended in the repossession, repair, preparation, and advertiscrucul for sale or lease or otlicr disposition of tine Product. if rve take possession ofthe Product (orany Software, ifapplicable), we may sell orothetwise dispose of it with or without notice, at a public or private disposition, and to apply the net proceeds (atter 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, live (5) days' notice shall constitute reasonable notice, You will remain responsible for any deficiency that is due after we have applied any such net proceeds. 13. Ownership of Product: Assignment. YOU HAVE NO RIGHT TO SELL, TRANSFER, ENCUMBER, SUBLET OR ASSIGN THE PRODUCT OR THIS LEASE AGREEMENT OR ANY SCHEDULE WITHOUT OUR PRiOR WRITTEN CONSENT (which consent shall not be unreasonably withheld). You agree that we may sell or assign all or a portion of our interests in rbc Product andlor this Lease Agreement or any Schedule without notice to you even if less than all the Payments have been assigned. In that event, the assignee (the "Assignee") will have such rights as we assign to rhtrn but none of our obligations (we will keep those obligations) and the rights ofthe 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 frorn any obligations Ricoh may have to you hereunder. The Maintenance Agreement you have entered into with a Servicer will remain in full force and effect with Servicer and will not be affected by any such assignment. You acknowledge that the Assignee did not manufacture or design the Product and that you have selected the Manufacturer, Servicer and (lie Product based on your own judgment. 14. Renewal: Return of Product. AFTER THE MINIMUM TERM OR ANY EXTENSION OF ANY SCHEDULE TO THIS LEASE AGREEMENT, SUCH SCHEDULE WII.x. AUTOMATICALLY RENEW ON A MONTH-TO-MONTH BASIS UNLESS EITI-LER PARTY NOTIFIES THE OTHER IN WRITING AT LEAST THTRTY (30) DAYS, BUT NOT MORE THAN ONE HUNDRED TWENTY (120) DAYS, PRIOR TO THE EXPIRATION OF THE MINIMUM TERM OR EXTENSION OF SUCH SCHEDULE; PROVIDED, HOWEVER, THAT AT ANY TIME DURING ANY MONTH-TO-MONTH RENEWAL, WE HAVE THE RIGHT, UPON THIRTY (30) DAYS NOTICE, TO DEMAND THAT YOU RETURN THE PRODUCT TO US IN ACCORDANCE WITH THE MSTLSE MA 08.19 Ricoh and the Ricoh Logo are registered trndetnarks of Ricoh Company, Ltd. Page 2 of 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 teens of this Lease Agreement or ally Schedule, or (b) us with a legally enforceable option to compel any such extension or i-cnewal. At the end of or upon tennination of each Schedule, you will inuncdiatcly return the Product subject to such expired Sclrcdulc to us (or arc designee), to the location designated by us, in as good condition as when you received it, except for ordinary wear and [car. You will bear all shipping, dc - installing, and crating expenses of the Product and will insure the Product for its full replacement value during shipping. You must pay additional monthly Payments at the same rate as thetu in effect under a Schedule, until the Product is returned by you and is received in good condition and working order by us or aur designees, Notwithstanding anything to the contrary set forth in this Lcasc Agreement, the patties acknowledge and agree that we shall have no obligation to remove, delete,preserve, maintain or otherwise safeguardany 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 cloctronic medium ("Data Management Services"). If desired, you may engage Ricoh to perform Data Management Services at then -prevailing rates. You acknowledge flint you are responsible for ensuring your own compliance with legal requirements in connection with data retention and protection and that we do not provide Iegal advice or represent that [lie Products will guarantee compliance with such rrcquincnrents. Tire selection, use and design of any Data Management Services, and any decisions arising with respect to the dcletiourt or storage of data, as well as the loss of any data resulting therefrom, shall be your sole attd exclusive responsibility. 15. Miscellaneous, It is the intent of the parties that this Lease Agreement and any Schedule shall be deemed and constitute a "finance lease" as defined under and governed by Article 2A of the UCC. ORAL AGREEMEN'T'S OR COMMITMENTS TO LOAN MONEY, FXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. YOU AGREE THAT THE TERMS AND CONDITIONS CONTAINED IN THIS LEASE AGREFMF.NT 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, nor have any other legal effect and shall serve only the purpose of identifying flue equipment ordered. You authorize us to supply any missing "configure to order" nurprber ("CTU'), otherequipment identification numbers (including, without limitation, serial numbers), agurentcnVschedule identification nuntbersandlor 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 orwarranty 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 tents and conditions of this Lease Agreement or any Schedule must be in writing and signed by us. if we delay or fail to enforce any of its rights under this Lease Agreement with respect to any Or all Schedules, we will still be able to enforce those rights at a later time, All notices shall be given in writing and sent either (a) by certified mail or recognized overnight delivery service, postage prepaid, addressed to the patty receiving the notice at tie address shown on the front of this Lease Agreement, or (b) by facsimile transrnissian, with oral confirmation, to the facsimile number shown below such party's signature on this Lease Agreement. Either patty 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 sent. Each of our respective tights and indtntnities will survive the tennivation 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 isjoint and several. it is the express intent ofthe parties rwt to violate any applicable usury laws or to exceed the maximum amount of time price difterelitial 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 rnatuuity, and any remaining excess will be refunded to you. We make no representation or warranty of any kind, express or implied, with respect to the legal, tax or accounting treatment of this Lease Agreement and any Schedule and you acknowledge that we are an independent contractor and not your fiduciary, You will obtain your awn legal, lax 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 front the Manufacturer or supplier of the Product in order to enable us to reduce the cast of leasing or renting the Product to you under this Lease Agreement or any Schedule below what we otherwise would charge. If we received such compensation, the reduction in the cost of Icasiug or renting [lie Product is reflected in the M inimum Payment specified in the applicable Schedule. YOU authorize us, our agent andlor our Assignee to obtain credit reports and make credit inquiries regarding you and your financial condition and to provide your information, including payment history, to our Assignee and third parties having an economic interest in this Lease Agreement, any Schedule or the Product. You agree to provide updated annual and/or quarterly financial statements to us upon request. 16. Governing Law; Jurisdiction, Waiver of Trial By Juuy 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 COMMONWEALTH OF PENNSYLVANIA. YOU ALSO CONSENT TO THE VENUE AND NON-EXCLUSIVE JURISDICTION OF ANY COURT LOCATED IN EACH OF THE COMMONWEALTH OF PENNSYLVANIA AND THE STATE WHERE YOUR PRINCIPAL PLACE OF BUSINESS OR RHSIDENCE IS LOCATED TO RESOLVE ANY CONFLICT UNDER THIS LEASE AGREEMENT. THE PARTIES TO THIS LEASE AGREEMENT EACH WAiVE THE RIG44T TO TRIAL BY JURY 1N TI{E 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 ARTICLE 2A OF THE UCC THAT YOU MAY HAVE AGAINST US (BUT NOT AGAINST THE MANUFACTURER OF THE. PRODUCT). TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT THIS MEANS FOR YOU: WHEN YOU OPEN AN ACCOUNT, WE WILL ASK FOR YOUR NAME, ADDRESS AND OTHER INFORMATION THAT WILT. ALLOW US TO IDENTIFY YOU. WE MAY ASK TO SEE IDENTIFYING DOCUMENTS. 17, Counteinarts; Facsimiles. Each Schedule may be executed in counterparts. The counterpart which has our original signature and/or is in out- possession or control shall constitute chattel paper as that terns is defined ill the UCC and shall constitute the original agreement for all purposes, including, without limitation, (a) any heating, trial or proceeding with respect to such Schedule, and (b) any dcterrn nlalion as to which version of such Schedule constitutes the single true original item of cinattel paper under the UCC. If you sign and transmit a Schedule to us by facsimile or other electronic transmission, the facsimile or such electronic transmission of such Schedule, upon execution by us (manually or electronically, as applicable), shall be binding upon the parties. You agree that the facsimile or other electronic transmission of a Schedule containing your facsimile or other electronically transmitted signature, which is manually orelectnnically signed by us, shall constitute flue original agreement for all purposes, including, without limitation, those outlined above in this Section. You agree to deliver to us upon our request the counterpart of such Schedule containing your original mauual signature. 18, State and Local Government Provisions. if the Customer is a State or political subdivision of a State, as those terms are defined in Section 103 of the Internal Revenue Code, the following addilionaI terms and conditions shall apply: (a) Essentiatity. Ouring the term of this Lease Agreement and any Schedule, the Product will be used solely for the purpose of performing one or more governmental or proprietary functions consistent with (he pe7nissible scope of your authority. You represent and warrant that the use of the Product is essential to perfnnning such governmental or proprietary functions. (b) Nott-Appronriatiou/Non-Substitution. (i) If all of tate following shall occur: (A) your governing body fails to appropriate sufficient monies ht any fiscal period for rentals and other payments coming due under a Schedule to this Lease Agreement in the next succeeding fiscal period for any equipment which will perform services and functions which in whole or in part arc essentially the same scrviccs and functions performed by the Product covered by any such Schedule, (B) other funds are not available for such payments, and (C) the noa-appropriation of funds did not result from any act or failure to actor your part, then a "Non -Appropriation" shall be deemed to have occurred. (ii) If a Nan -Appropriation occurs, then: (A) you must give us immediate notice of such Non -Appropriation and provide written notice of such failure by your governing body at least sixty (60) days prior to the end of the then current fiscal year or ifNon-Appropriation has not occurred by such date, immediately upon Nan -Appropriation, (B) uo later than the [as[ day of the fiscal year for which appropriations were made for the rental due under any Schedule to this Lease Agreement (the "Return Date"), you shall return to us all, but not less than all, of the Product covered by such Schedule to this Lease Agreement, at MSTLSE MA 09,19 Ricoh" and the Ricoh Logo are registered trademarks of Ricoh Contlpany, 1, td. Page 3 of your sole expense, in accordance with the leans Hereof; and (C) any Schedule to this Lease Agreement shall terminate on the Mum Date without pcualty or expense to you and you shall not be obligated to pay the rentals beyond such fiscal year, provided that (x) you shall pay atty and all rentals and other payments due up through the end of the last day Of the fiscal year £or which appropdatioms were madc and (y) you shall pay mouth -lo -month rent at the rate set forth in any such Schedule for each month or part thereor [list you fail Lo return the Product as requited herein. (iii) Upon any such Non - Appropriation, upon our request, you will provide, upon our request, an opinion of independent counsel (who shall be reasonably acceptable to its), its Conn reasonably acceptable to us, confnning the Non -Appropriation and providing reasonably sufticientproofofsuclt Non -Appropriation. (c) Funding Intenf. You represent and warrant to us that you presently intend to continue this Lease Agreement and any Schedule hereto for the entire terns of such Schedule and to pay all rentals relating to such Schedule and to do all things lawfully within your power to obtain and maintain funds from which the rentals and all other paynteuts owing under suet% Schedule may be made. The patties acknowledge that appropriation for rentals is a govermteutal function to which you cannot contractually commit yourself in advance and (his Lease Agreement shall not constitute such a commitment. To the extent pernitted by law, the person or entity in charge of preparing your budget will include in the budget request for each fiscal year dating the terns or each Schedule, respectively, to this Lease Agmcntent all amount equal to the rentals (to be used forsuch rentals) to become due in such fiscal year, and will use a] I reasonable and lawful means available to secure the appropriation of money for such fiscal year sufficient to pay all rentals coming dile during such fiscal yea r. (d) Authority and Aulhorixation. (i) You represent and warrant to us drat: (A) you are a State or political subdivision of a Slate, as those terms arc defined in Section 143 of the [eternal Revenue Code; (13) you have the power and authority to enter into this Lease Agreement and all Schedules to this Lease Agreement; (C) this Lease Agreement and all Schedules to this Lease. Agreeneni have been duly authorized, executed and delivered by you and constitute valid, legal and binding agveement(s) enforceable against you in accordance with their lcmts; and (D) no further approval, consent or withholding of objections is required from any governmental authority with respect to this Lease Agreement orally Schedule to this Lease Agreement. (ii) If and to the extent required by us, you agree to provide us with an opinion of iudependentcounsel (who shall be reasonably acceptable to us) confirming the foregoing and other related matters, its town and substance acceptable to us. (iii) You agree to take all required actions and to file all necessary forms, including IRS Forms 8038-G or 8038 -GC, as applicable, to preserve the tax exempt status of this Lease Agreement and all Schedules thereto. (iv) You agroc to provide us with any other documents that we may reasonably request in connection with lite foregoing and Osis Lease Agreensent. (e) Assignment. You agree to acknowledge any assignment to the Assignee in writing, if so requested, and, if applicable, to keep a complete and accurate record of all such assignments in a matmer that complies wilh Section 149(a) of the Internal Revenue Code and the regulations pranuragated thereunder. IN WITNESS WHEREOF, the parries have executed this Lease Agreement as of the dates set forth below. THE PERSON SIGNING THIS LEASE AGREEMENT ON BEHALF OF THE CUSTOMER REPRESENTS THAT HEiSHE HAS THE AUTHORITY TO DO 5O. CUSTOMFR Accepted by: RICOH USA, INC. By: X Uy: _ Authorized Signer Signature Authorized Signer Signature Printed Name: Printed Name: Title: Date: Ti tic: Date: Facsimile Number: Facsimile Number: MSTLSE MA 08.19 Ricoh` and the Ricoh Logo are registered tradcnsnrlcs of Ricoh Company, Ltd. Page 4 of 4 RICOH Lease Agreement Nu riper: Ricoh USA, Inc. 300 Eagleview Blvd #200 Exton, PA 19341 This Lease Agreement (this "Lease") has been written in clear, easy to understand language. Please take time to review (lie terins. When we use "Customer," "you" or "your," we are referring to you, our Customer. When we use "we," "us" or "out•," the are referring to Ricoh USA, Ine. ("Ricoh") or, if we assign this Lease pursuant to Section 3 below, the Assignee (as defined below). Our corporate office is located at 301) Eagleview Blvd #200, Extort, PA 19341. CUSTOMER INFORMATION Full Legal Name Billing Contact blame EquipmentLocation Address Billing Address ffdff/erenifi•ont location address) City County state Zip City County State Zip Federal Tax LD No. Billing Contact Tclephotic No. Billing Contact Facsintile No. Billing Contact E -Mail Address (Do Nur huen Soe•!al Srcwir)- AKJ V_LSURIP'1 I ON Make & Model PAYMENT SCHEDULE Minimum Tertn Minimum Payment Minimum Payment Billing Frequency (1inanflis) (01houf Tax Q Monthly Quarterly Q Other; ADDITIONAL PROVISIONS (if any) w -e: Sales Tax Exempt: ❑ Yes (Attach Exemption Certificate) Customer Billing Reference Number (P.O.#, etc.) Addendum Attached: ❑ Yes (Check if yes and indicate total number of pages: ) TERMS AND CONDITIONS: Lease Agreenimi , You agree to (case from us the equipment listed above ("Equipment"), THIS LEASE IS UNCONDITIONAL AND NON- CANCELABLE. Effective as of delivery of the Equipment, you agree to all of the terms and conditions contained in this Lease. You agree this Lease is for the entire lease temp indicated above. You also agree that the Equipment will be used solely for lawful business purposes and not for personal, family or household purposes and [tie "Equipment Location" identified above is a business address. To the extent [lie Equipment includes intangible property or associated services such as periodic sofhvare licenses and prepaid data base subscription rights, such intangible property shall be referred to as the "Software." The manufacturer of the tangible Equipment slnali tic rcFcmed to as the "Manufacturer." Oursignature indicates our acceptance of this Lease, 2. Location of Equiutnent. You will keep tike Equipment at Lite Equipment Location. You must obtain our written permission, which will not be unreasonably withheld, to move the Equipment. With reasonable notice, you will allow us or our designee to inspect tike Equipment. Ownership of Egntirment: Assignment. We are the sole owner and titleholder W the Equipment (except for any Software). You will keep the Equipment free of all licira and encumbrances. YOU HAVE NO RIGHT TO SELL,'1'RANSFER, ENCUMBER, SUBLET OR ASSIGN THE EQLJiPA ENT OR THIS LEASE WITHOUT OUR PRIOR WRITTEN CONSENT (which consent shall not be unreasonably withheld). You agree that we may sell or assign all ora portion ofour interests in the Equipment and/or this Lease without uotice to you -even if less than all the payments have been assigned. In that event, tre assignee (the "Assigncc") 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 Assignoc will release Ricoh from any obligations Ricoh may have to you hereunder. The Maintenance Agreement you have entered into with a Servicer will remain in &dl 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 Equipment and that you have selected tine Manufacturer, the servicer and the Equipment based on your ownjudgment_ 4. Software or Intangibles. To the extent that the Equipment includes Sofhvare, you understand aiad agree that we have no right, title or interest in Lite Software and you will comply throughout the term of this L.easc with any license and/or other agreement ("Safhvare License") entered into with the supplier of (lie Software ("Soflware Supplier'). You are responsible for entering into any Software License with the Sofhvare supplier no later than the Effective hate (as defined below). Taxes and Origination Fee. in addition to the payments under ill is Lease, you agree to pay all taxes, assessments, fees and charges governmentally imposed upon Out purchase, ownership, possession, leasing, renting, operation, control or use of the Equipment. If we are required to file and pay property tax, you agree at our discretion, to either: (a) reimbmsc us far all personal property and other similar taxes and governmental charges associated with tike ownership, ppssession or use of the Equipment when billed by the jurisdictions; or (b) remit to us each billing period our estimate of the pro -rated equivalent of such taxes and governmental charges. In lite event that the billing period Bunts include a separately stated estimate of personal property and other similar taxes, you acknowledge and agree that such amount represents our estimate of such taxes that will be payable with respect to the Equipment. during the term of this Lease As compensation for our internal and external costs in the administration of taxes related to each unit of Equipment, you agree to pay us a "Property Tax Administrative Fee" in an amount not to exceed the greater of 10% of the invoiced property tax amount or $10 each time such tax is invoiced duriag the term of this Lease, not to exceed the maximum amount permitted LSEADD C' -LA ()6.22 Ricoh' and the Ricoh Logo ane registered trademarks of Ricoli Company, Ltd. Page I of 3 by applicable late. The Property Tax Administrative Fee, at our sole discrCtion, tray be increased by an anmou nt not exceoding 10% thereof foreach subsequent year during the tern ofthis Lease torefIvetour increased cost ofadministration, and we will notify you of any such increase by indicating such increased amount in the relevant invoice or in such other manner as we may deem appropriate. lfwe a re required to pay upfrortt sales or use tax and you opt to pay such tax over the term of this 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. Sales and use lax, If applicable, will be charged until a valid sales and tise tax exemption certificate is provided to its. in connection with this Lease, you agrcc to pay us an Origination fee of 575.00 on the first payment date. Uniform Conuuerc€al Code f"LICC"] Filing. To protect our rights in the Equipment in the event this Lease is detenruned to be a security agreement, you hereby grant to us a security interest in [lie Equipment, and all proceeds, products, rents or profits Froin the sale, casually loss or other disposit€on thereof. You autlloriae tis to file a copy of this Lcasc as a financing statement, and you agrcc to promptly execute and deliver to us any financing statements covering time Fquiptncnt that we may reasonably require; provided, however, that you liereby authorize us to file any such financing statement without your authentication to the extent permitted by applicable late, Warranties. We transfer to you, without recourse, for the teen of this Lease, any written warranties made by the Manufacturer or the Suftware Supplier with respect la the Equipment. YOU ACKNOWLEDGE T€ -IAT YOU HAVE SELECTED THE EQUIPMENT BASED ON YOUR OWN JUDGMENT AND YOU IICREBY AFFIRMATIVELY DISCLAIM RELIANCE ON ANY ORAL REPRESENTATION CONCERNING THE EQUIPMENT MADE TO YOU. However, if you enter into a Maintenance Agreement with the Servicer with respect to any Equipment, no provision, clause or paragraph ofthis Lease shall alter, restrict, diminish or waive the rights, remedies or benefits that you may have against the 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. AS TO LIS AND OUR ASSIGNEE, YOU LEASE THE EQUIPMENT "AS -i5." $. Maintenance of Our Epuipnmenl. You agree to install (if required), use and maintain the Equipment in accordancewi Ill Manufacturers' specifications and to use only those supplies, which meet such specifications. You shall engage Ricoh, its subsidiaries or affiliates, or all independent third party (tile "Servicer') to provide maintenance and support services pursuant to a separate agreement for such purpose ("Maintenance Agreement"). You will keep the Equipment in good condition, except for ordinary wear and tear. Indemnity, Liability and Insurance. To the extent not prohibited by applicable law, you agree to indenmify us, defend us and hold its harmless from all claims arising out of die death or bodily injury of any person or the damage, loss or destruction of any tangible property caused by or to the Equipment, except to the extent caused by our gross negligence or willful misconduct. Notwithstanding anything to the contrary, in no event shall we be liable to you far any indirect, special or consequential damages. You are responsible for any theft of, destruction of, or damage to the Equipment from any cause al all, whether or riot insured, from (tic time of Equipmeal delivery to you until it is delivered to us at lite end of the term of this Agreenierit. You agree to maintain insurance to cover the Equipment for all types of loss, including, without limitation, theft, in an amount not less than the full replacement value and you will name us as an additional insured and loss payee ort your insurance policy. In addition, you agree to numintain comprehensive public liability insurance, which, upon our request, shall he in an amount acceptable to us and shall name us as an additional insured. Such insurance will provide that the will be given lltirly (30) days advance notice ofany cancellation. You agree to provide us with evidence of such insurance in a form reasonably satisfactory to us. If you fail to maintain such insurance or to provide us with. evidence of such insurance, we may (but are not obligated to) obtain insurance in such amounts and against such risks as we deem necessary to protectour interest in the Equipment. Such insurance obtained by us will not insure you against any claim, liability or toss related to your interest in the Equipment and may be caneelled by us at any time. You agree to pay us an additional amount each month to reirnburse us for the insurance premium and an administrative lee, on which we or our affiliates may cant a profit. In the event of loss or damage to the Equipment, you agree to remain responsible for the I}ayrnent obligations tinder this Lease until the payment obligations art fully satisfied. 10, Renewal and Return ofE4uipnienI. After the Mininmm Terni or any extension, this Lease will automatical ly renew on a month-to-month basis unless either party notifies the other in writing at least thirty (30) days, but not more than one hundred twenty (12.0) days, prior to the expiration of [lie Minimum Teri or extension; provided, however, that at any time during any nmontlm-to-inonth renewal, we have [lie right, upon thirty (30) days notice, to demand that you return the Equipment to us in accordance with the terms oFthis Section 10, Notwithstanding the foregoing, nothing herein is intended to provide, nor shall Imc interpreted as providing, (a) you with a legally enforcenble option to cxtcud or renew the terms of this Lease, or (b) us with a legally enforceable option In compel any such extension or renewal. At the end ofor upon termination of this Lease, you will immediately return the Equipment to the location designated by us, in as good condition as when you received it, except for ordinarywear and tear. You will bearall shipping, de -installing, and crating expenses and will insure the Equipment For its full replacement value during shipping You must pay additional monthly Payments at the same rate as then in effect under this Lease, until the Equipment is returned by you and is received in good condition and working order by us or our designees. Notwilltstanding anything to the contrary set forth in this Lease, the parties acknowledge and agree that we shall have no obligation to remove, delete, preserve, maintain or otherwise safeguanl any information, images or content retained by or resident in any Equipment 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 rates- You acknowledge that you are responsible for ensuring your owls compliance with legal requirements in connection with data retention and protection and that we do riot provide icgal advice or represent that the Equipment will guarantee compliattcewith such requ€rements. The selcclion, use and design of any Data Management Services, and any decisions arising wits} respect to the deletion or storage of data, as well as the loss Of any data resulting therefrom, shalt he yoursole and exclusive responsibility. Lease Payments. Payments will begin on the Equipment deliveryand acceplancedate ("Effective Date") or such Luer date as the may designate. The remaining payments are due on the same day of each subsequent month (unless otherwise specified on page l hcroon. You agues to pay us each payment when it is duc, and ifany payment is not received within ten ( 10) days of its duc date, you agree to pay a one-(ime late charge of 5% or $5 {whichever is greater, but not to exceed the maximum amount allowed by applicable law) ori the overdue amount. You also agree to pay all shipping and delivery costs associated with tine ownership or use of the Equipnment, which amounts ..may be included in your payment or billed separately. You also agree to pay $25 for each check rulumed for insufficient funds or any other reason. You agree that you will remit payments to us in [lie foram ofcompany checks, (orpersonal checks in the case of sole proprietorships), direct debit or wires only. You also agree that cash and cash equivalents are not acceplabfe forms ofpayment for this I-easeand that you will not remit such forms of payment to us. Payment in any other forst may delay processing or be returned to you. Furthermore, only you or your authorized agent as approved by us will reinit payments to us. 12. Default and Remedies. Each of tlmc fallowing is a "Default" under this Lease: (a) you fail to pay any amount within thirty (30) days of ils due date, (b) any representation or warranty made by you in this Lease is false or incorrect and/or you do not porform any ofyour other obligations under this Lease and/or under any other agreement with us or with any ofour affiliates and this failure continues for thirty (30) days after the have notifiedyou of it, (c) a petition is filed by or against you or any guarantor under any bankruptcy or insolvency law or a trustee, receiver or liquidator is appohued for you, any guarantor or any substantial part of your assets, (d) you or any guarantor makes an assignment for the boncfit of creditors, (e) any guarantor dies, stops doing business as a going concern or transfers all or substantially all of such guarantor's assets, 01-(0 you stop doing business as a going concern or transfer all or substantially all ot'your assets. if a Default occurs, we have the right to exercise any and all legal remedies available to us by applicable laws, including those set forth €n Article 2A of the UCC. YOU WANE ANY AND ALL RIGHTS ANT) REMEDIES AS A CUSTOMER OR LESSEE THAT YOU HAVE UNDER ARTICLE 2A OF TFIE UCC AGAINST US (BLIT NOT AGAINST THE MANUFACTURER OF THE EQUIPMENT). Additionally, we are entitled to all past due payments and we may accelerate and require you to immediately pay us the future payments due under the Lcasc prMilt valued at the discount rate of 3% per year to the date of defau It plus the present value (at the same discount rate) of our armt€cipated value of the equipment at the end of the teroi of this Lease, and we may charge you interest ort all amounts due us from the date of default until paid at the rate of 1.5% per month, but in no event more than the maximum rate pennitted by applicable law, We may repossess the Equipment (and, with respect to any Software, (i) immediately terminale your right to use the Software including the disabling (on site or by remote communication) of any Software; (€i) demand [tic imminediate return and obtain possession of the Software and re -license the Software at a public or private sale; and/or (iii) cause the Software Supplier to terminate the Software License, support and other services under [lie Software License), and pursue you for any deficiency balance after disposing the Equipmcnt, all to theextenl pennitted by law. You waive [he rights you may have to notice before we seize any of the Equipment. You agree that all rights and rcttmedics are cumulative and not exclusive. You promise to pay reasonable attorneys' fees and any cost associated with any action to enforce this Lease. This action will not void your responsibility to maintain and care for time Equipment, nor will Ricoh be liable for any action taken on our behalf if we take possession of the Equfpiumt, we agree to self or Otherwise dispose of it under such terms as may be acceptable to us in our discretion with or without notice, at a public or private disposition, and to apply the net proceeds (after we have deducted all costs, including reasonable at(orneys' fees) LSEADD C -LA 06.22 Ricoh$ and Lilt: Ricoh Lugo are registered lrtdetnarks al -Ricoh Company, Ltd. Pain 2 t.1'3 to tlrc amounts that you owc us. You will remain responsible for any deficiency that is due after we have applied any sudr net procceds. 13. Business Aereentent and Choice ofLaw. YOU AGREE THAT THIS LEASE WILL BE GOVERNED UNDER THE LAW FOR THE COMMONWEALTH OF PENNSYLVANIA. YOU ALSO CONSENT TO THE VENUE AND NON- EXCLUSIVE JURISDICTION OF ANY COURT LOCATED IN EACH OF THE COMMONWEALTH OF PENNSYLVANIA AND THE STATE WHERE YOUR PRINCIPAL PLACE OF BUSINESS OR RESIDENCE IS LOCATED TO RESOLVE ANY CONFLICT UNDER THIS LEASE. WE BOTH WAIVE THE RIGHT To'rRLAL BY IURY IN THE EVENT OF A LAWSUIT. TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT THIS MEANS FOR YOU: WHEN YOU OPEN AN ACCOUNT, WE WILL ASK FOR YOUR NAME, ADDRESS AND OTHER INFORMATION THAT WiLL ALLOW US TO IDENTIFY YOU. WE MAY ASK TO SEE IDEN'T'IFYING DOCUMENTS. 14. No Waiver or Set Off. You agree that our delay, or failure to exercise any rights, does not prevent us from exercising them at a later time. If any part oft h i8 Lease is Found to be invalid, then it shall not invalidate any of diff other parts and the Lease shall be modified to the minimumextent as permitted bylaw. ALL PAYMENTS TO US ARE "NET" AND UNCONDITIONAL AND ARE NOT SUBJECT TO SET OFF, DEFENSE, COUNTERCLAIM GR REDUCTION FOR ANY REASON. 15. Entire Aarcerient; Dehy— J2, Certificate. Certificate. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. YOU AGREE THAT THE TERMS AND CONDITIONS CONTAINED IN THIS LEASE REPRESENT THE. ENTIRE AGREEMENT BETWEEN US AND YOU AND SUPERSEDE ALL PRIOR WRITTEN OR ORAL COMMUNICATIONS, UNDFRSTANDINGS OR AGREEMENTS. Neither of us will be bound by any amendment, waiver, or other change unless agreed to in writing and signed by both. Any purchase order, or otter ordering documents will not modify or affect this Lease, nor have any other legal effect and shall serve only the purpose of identifying the Equipment ordered. You agree to sign and return to us a delivery and acceptance certificate {which, at our request, maybe done electronically} withi n three (3) business days atter any Equipment is installed. IG. Counterparts: Facsimiles. This Lease may be executed in counterparts. The counterpart that flag our original signature andlor is in our possession or control shall constitute chattel paper as that term is defined in the UCC and shall constitute the single true original agreement For all purposes. Ifyou sign and transmit this Lease to us by facsimile or by Dther electronic transmission, the Facsimile or other electronic transmission of this Lease, upon execution by us (manually or electronically, as applicable), shall be binding upon the parties. You authorize us to supply any missing "configure to order" number ('CTO"), other equipment identification numbers (including, without limitation, scrial numbers), agreement identification numbers and/or dates in this Lease. You agree that the facsimile or other electronic transmission of this Lease containing your facsimile or other electronically transmitted signature, which is manually or electronically signed by us, shall constitute the original agreement for all purposes, including, without limitation, those outlined above in this Section. You agree to deliver to us upon our request the counterpart of this Lease containing your manual Signature. 17. Miscellaneous. It is the intent of the parties that this Lease shall be deemed and constitute a "finvncc lease" as defined under and governed by Article 2A of the UCC. You acknowledge that you have not been induced to enter into this Lease by any representation or warranty not expressly set forth in this Lease. This Lease is not binding on us until we sign it. 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, pemtitred to lie charged orcolleetedby applicable law, and any such excess payment will be applied to payntcnls in [he order of maturity, and any remaining excess will be refunded to you. Each of our respective rights and indemnities will survive the tcnitination orthis Lease. We make tto representation or warranty of any kind, express or implied, with respect to the legal, tax or accounting treatment of this Lease and you acknowledge that we are an independent contractor and not your fiduciary. You will obtain your owu legal, tax and accounting advice related to this Lease and stake your own determination or the proper accounting treatment of this Lease. We may receive compensaliurr from the Manufacturer or supplier of the Equipment in order to enable us to reduce the cost of leasing the Equipment to you under this Lease below what we otherwise would charge. If we received such compensation, the reduction in the cost of leasing the Equipment is reflected in the Minirnunt Payment specified herein. You authorize us, our agent andlor our Assignee to obtain credit reports and make credit inquiries regarding you and your financial condition and to provide your information, including payment history, to our Assignee and diird parties having an economic interest in this Lease or the Equipment. You agree to provide updated annual and/or quarterly financial statements to us upon request. THE PERSON SIGNING THIS LEASE AGREEIIFNTON BEHALF OF THE CUSTOMER REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO DO SO. CUSTOMER Accepted by: RICQII USA, INC. By: X By: Aufhw•i=ed Signer Signani a Audjoriaed Signer- Signature Printed Name: Printed Natuc: Title: Date: Title: Date: Facsimile Number•: Facsimile Number; LSEADD C -LA 06.22 Ricctlr't' and (lie Ricoh Ingo are registered trademarks of Ricoh Company, Ltd, Page 3 of 3 RICOH Ricoh USA, Inc. 300 Eagleview Blvd 4200 Exton, PA 19391 ONE DOLLAR ($1.04) PURCHASE OPTION ATTACHMENT THIS ONE DOLLAR ($1.00) PURCHASE OPTION ATTACHMENT (this "Attachment"), dated as of the day of 20 , is to that certain agreement/product schedule no. - (the "Agreement"), between Ricoh USA, Inc. ("we" or us") and as customer ("Customer" or "you"). Except to the extent modified by this Attachment, the ternis and conditions of the Agreement will remain unchanged and shall continue in full force and effect_ The parties, intending to be legally bound, agree that the Agreement shall be modified as follows: 1. This Attachment is incorporated into and made a part of the Agreement, effective as of the same; day as the Agreement. To the extent of any conflict between the terms of this Attachment and the terms of the Agreement, the terms of this Attachment will prevail and control. 2. Notwithstanding anything to the contrary in the Agreement, if no default has occurred and is continuing under the Agreement and all your obligations under the Agreement have been satisfied, we will release any security interest that we may have in the Equipment. You shall have no obligation to provide any end -of -term notice to us, and the Agreement will terminate and not be renewed. 3. It is the mutual intention of the parties that Customer shall be considered the owner of the Equipment (excluding all Software, which is owned and licensed to you by the Software Supplier) for various purposes, including federal income tax purposes, as of the Effective Date. You are entitled to all federal income tax benefits afforded to the owner of the Equipment, but we shall not be liable to you if you fail to secure or obtain such benefits. You will keep the Equipment free of all liens and encumbrances. You hereby grant to us a security interest in the Equipment (including any replacements, substitutions, additions, attachments and proceeds) as security for the payment of the amounts due or to become due under the Agreement. In the event of a default under the Agreement, we may exercise all rights and remedies of a secured party under applicable law, in addition to any and all rights and remedies we may otherwise have under the Agreement, including, without limitation, the right to repossess the Equipment fi-ee and clear of any of your rights and interests in the Equipment. 4. In addition to the payments under the Agreement, you agree to pay all sales, use, excise, gross receipts and other taxes, charges and fees upon or with respect to the Equipment or the possession, ownership, use or operation, control or maintenance thereof and relating to the Agreement, whether due before or after the end of the term of the Agreement, to the extent legally permissible. You agree to file all requited property tax returns and promptly pay all property taxes that may be assessed against the Equipment and, if we request, provide us with proof of payment. If we are required by the applicable taxing jurisdiction to pay such taxes, you shall promptly reimburse us for such tax payments. Customer hind ek LSEADD C -S 1 08. 19 Ricoh(kl and the Ricoh Lago are registered trademarks of Ricoh Compaizy. Ltd. Page 1 of 5, WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEGAL, TAX OR ACCOUNTING TREATMENT OF THE AGREEMENT, THIS ATTACHMENT OR THE TRANSACTIONS EVIDENCED THEREBY. YOU ACKNOWLEDGE THAT WE ARE NOT AN AGENT OR A FIDUCIARY OF CUSTOMER. YOU WILL OBTAIN YOUR OWN LEGAL, TAX AND ACCOUNTING ADVICE AND WILL MAKE YOUR OWN DETERMINATION OF THE PROPER TREATMENT OF TIIE AGREEMENT AND THIS ATTACHMENT. IN WITNESS WHEREOF, each party has caused its duly authorized officer to execute this Attachment, as of the date first written above. CUSTOMER • x Aulhorized Signature Print Authorized Signer Name Title Date Ricoh USA, Inc. Aulhoi*ed Signcrlure Print Authorized SignerNaine Title Date LSEADD C-51 0$.19 Ricoh4t and the Ricoh Logo are registered liadeniarks of Ricoh Company, Ltd. Page 2 of 2 RICOH MASTER MAINTENANCE & SALE AGREEMENT CUSTOMER INFORMATION Full Le aill Natue Address City State zip Code This Master Maintcuancc & Sale Agreement ("Agreement") sets forth the specific terms and conditions under which Ricoh LISA, Inc. ("Ricoh") agrees to sell the specific equipment, software, and/or hardware ("Products") and/or -provide the services ("Services") identified on an Order (defined below)_ Tn orderin obtain Products and/or Services from Ricoh hereunder, Customer will either: (i) execute an order form (in a form to be provided and executed by Ricoh) referencingthis Agreement; or (ii) issue a purchase order to Ricoh (each, an "Order"). Either party stay terminale this Agreement at any time upon prior written notice to (lie other. Te rmi nation of this Agreement shall no t, ltotvev et•, alter or• olh erwise nsod i fy the rights or obligations of the parlies with respect to any Order placed and accepted prior to such termination. Each Ordor is separately enforceable as a complete and independent bindingagrceueent, iudependentofalI other, Orders, if any. Terms applicable to Service transactions only; 1. Services. (a) Each Order for Services must identify the specific Services Lobe performed, including, if applicable, the equipment to be serviced (the "Serviced Products"), like Term (defined in Section 3) of the Serviceengagement, the location at which Services shall be performed and the applicable Service Charges (defincd in Section 4) for such Order. Ricoh will not be respons ible to provide Services rorServiced Products in the event the Term and location (s)are net identified on the Order accepted by Ricoh. (b) For maintenance and repair Services, Ricoh will repair or replace in accordance with the terms and conditions of this Agreement and the manufacturer's specifications, any part of the Serviced Products that becomes unsery iceable due to normal usage (other than consumable supplies), Replacement parts will be furnished on an exchange basis and will be new, reconditioned or used. All parts removed due to replacement will become the property of Ricoh, (c) Tile maintenance and repair Services provided by Ricoh under an Orderwill not include the foliowing. (i) repairs resulting from misuse (including, without l'unitation, using unauthorized media, improper voltage, or the use of consumable or other supplies or media that do not conform to the manufacturer's specifications) or the failure to provide, or (lie failure of, adequate electrical power, air conditioning, humidity control, or other failure to provide a suitable operating environment; (ii) repairs made necessary by service performed by persons other than Ricoh representatives; (iii) unless covered under an extended hour service contract, service calls or work which Customer requests to be performed outside ofNormal Business Hours (defined below) and Service calls or work which Customer requests to be performed an Ricoh Holidays (defined below); (iv) repairs or replacements that are materially hindered by Customer's failure to perform the Customer obligations set forth in the Agreement or applicable Order; (v) repairs or replacement ofany removable cassette, copy cabinet, exit trays, or any item not related to the mechanical or electrical operation of the Serviced Products; (v i) consumable supplies such as paper, staples, refillable staple cartridges (even under a staples Inclusive Order), or any toner (other than black, cyan, yellow, magenta under a toner inclusive Order), unless expressly, provided for in the applicable Order; (vii) repairs, service calls and/or connectivity of attachments notpurchasedfrom Ricoh; (viii) any software, system support orrelated connectivity unless specified in writing by Ricoh; (ix) parts no longer available from die applicable manufacturer; (x) elecdical work external to the Serviced Products, including problems resulting from overloaded or improper circuits; (x i) installation or de -installation and/or movement of the Serviced Products front one location to another unless specified in writing by Ricoh; (xii) maintenance or repairs of any Serviced Produettlnat is relocated by someone other than Ricoh or a Ricoh authorized agent until such Serviced Product passes inspection by a Ricoh technician at the new location demonstrating that the Serviced Product was not damaged during the move and functions in accordance with the applicable manufacturer's specifications, and Custanter un derstands that a minimum one (1) hour labor charge (or longer, dependingon the circumstances) at then-pre-vailingtime and materials rates will apply for inspection of the equipment at the new location; (xiii) repairs of damage or increase in service time caused by Force Majeure Conditions; (xiv) reconditioning and similar major overhauls of Serviced Products; (xv) any obligation to remove, delete, preserve, maintain or otherwise safeguard any information, inhages or content retained by or resident in any Serviced Products, whether tin ough adigital storage device, bard drive or other electronic medium ("Data ManagerneutServices' ), unless Customer engages Ricoh to perform such Data Management Services at dten-prevailing rates pursuantto an Order for such purpose; and (xv i) engineering changes which provide additional capabilities to the Ricoh Equipment (defined iu Section 13) covered herein unless made at Customer's request and paidat Ricoh's applicable time and material rates then in effect. Damage to Serviced Products orparts arisingfrom causes beyond (lie control of Ricolt are teotcoveled by this Agreement. Ricoh may terminate its Service obligations under any Order for Serviced Products that have been modified, damaged, altered of serviced by personnel other than those employed by Ricoh. 2. Service Calls, Unless otherwise specified in an Order, service calls will be made during 8.00arn—5:00pm local service time, Monday through Friday ("Normal Business Hours") at the installation address shown on the applicable Order. Service does not include coverage on Ric oh holidays, which include Nese Year's Day, Merriodal Day, 4°i of July, Labor Day, Thanksgiving, the day after Thanksgiving and Christmas clay (collectively, "Ricoh Holidays"). Travel and labor -time for the service calls after Normal Business Hours, an weekends and on Ricoh Holidays, irand when available and only in the event and to the extent that Ricoh agrees to provide such non-standard coverage, will he charged at overtime rates in effect at the time (lie service call is made. While at Customer's site, Ricoh personnel shall comply with Customer's reasonable policies pertaittirtgto access, security and use of Customersites and systems, provided that such policies are provided to Ricolr in advance and in writing, do not conflict with the terms and conditions of this Agreement or any Order, and do notimpose any additional financial or legal burden on Ricoh, 3, Term; Early Termination. Each Order shall become effective on the date that Ricoh accepts the Order and shall continue for the term identified in the Order. At the expiration of the term identified in the Order, it will automatically renew for successive twelve (12) month periods unlessnotice of termination as specified below is given. The duration of the initial term and any extension or renewal thereto are collectively referred to as the "Terns," Customer nuhy terminate any Order u nder this Agreement for convenience prior to expiration of its Term so longas Customer- is notthen in defau It and provides Ricoh at leas t thirty (30) days priorwritten notice_ Ricoh may terminate any order under this Agreement for convenience prior to expiration of its Term so long as Ricoh is not theft in default and provides Customer at least sixty (G0) days prior written notice. Should Customer elect to terminale an Order for convenience tlim has a Terin of at least thirty-six (36) months, Customer shall pay to Ricoh, as liquidated damages arid trot as a penalty, an early termination fee in accordancewith the following ('Termination Fee"); (i) if the termination occurs in months one (1) through twelve (12) of the Term, all amount equal to twelve (12) times the Monthly Service Charge (as deftncd below); (ii) if the termination occurs in months thirteen (l3) through twenty-four (24) of the Tenn, an amount equal to nine (9) times the Monthly Service Charge; arid (iii) if the termination occurs any time after the twenty-fo Lnth (24'h) monllh orthe Terni, an amounl egllal to tine lesser ofsix (G) times the Monthly Service Charge or the numberofmonths remainingunder the then current Term ofsuch Ordcr. Foran Order havinga Term of less MMSA 11.21 92957v than thirty-six (36) ntontlts, lire Termination Fee shall be equal to the lesser of six (6) times tlhe Monthly Service Charge or the number o t' ntontlts remaining raider the Term of such Order. For the purposes herein, the "Monthly Service Charge" shall equal (i) the base monthly Service Charge set forth in the Order; or (ii) in the event the Order does not contain abase monthly Service Charge, the average monthly Ordercharges fat' the six (G) month period prior to the date of Customer's termination. If such termination date occurs less than six (6) months after the effective date of the Order, []re Monthly Service Charge will be equal to the average monthly Order charges for the number of months the Order was in effect. 4. Service Charges. (a) Service charges ("Service Charges") will be set forth on an Order, Service Charges will not include any charges for repairs or Service that are otherwise eovcred by the applicable manufacturer's limited warranty during the period covered by any such wa rranty, to the extent Ricoh has agreed with such manufacturer not to charge a customer for any such charges. Customeracknowledges and agrees that: (i) alterations, attachments, specification clrang�s, or use by Customer of sub-standard supplies that cause excessive service calls may require an increase in Service Charges; (ii) the transfer of the Serviced Products from the location indicated an the applicable Order may result in an increase of Service Charges or the lennination of the Order; and (iii) ler the extent that Cus[nmerrequests that Ricoh registers with a third-party vendor prequalification service and Ricoh agrees to register, Customer will becharged for Ricoh's registration and any other related fees for registering with such service and this Agreement shall be the only terms and conditions to govern such registration and service. Customer shall be responsible for any costs related to freit,;lrt (including fuel surcharges, which may be imposed from time to (line), postagehuailing expense (meter rentals) and/or administrative and processing fees and, to the extent Ricoh pays such costs, Customer shall hnmediately reimburse Ricoh. (b) Unless otherwise specified in an Order, Service Charges are based on standard 8.5x1 I images. Ricoh reservesthe right to assess additional hnag:s charges for non-slandard images, including 1 1 x 17 images orother image sixes. Customer acknowledges that pricing is based oil the prevailing rates at the time of the Order. Unless otherwise expressly agreed to in writing, if tore Term of the Order exceeds twelve (I 2) months, and (i) the ServiceClharges or rates expressly sel forth in the Order are not fixed fora period longer than twelve (12) months, then the Service Charges and airy rate expressly set forth in the Order may be increased by Ricoh up to fifteen percent (15%) of the then-current Service Charges and rates annually foreach year beyond the initial twelve (12) month period, and Customer expressly consents to such adju stment without additional notice, or (ii) the Service Charges or any rates expressly setforth in the Order are fixed fora period longer than hvelve (12) months, then upon the expiration of the period during which the fixed Service Charges orother rates are fixed, the Service Charges or other rates Wray be increased by Ricoh in art amount up to fifteen percent (15%) of the then-current Service Charges and rates multiplied by [lie number of years during which the Service Charges or•othert•ates were fixed, and Customer expressly consents to such adjustment vdtkout additional notice. 5. Use OfRecornnrC!'HICd .SUMACS; 114etcr Readings. (a) It is nota condition of this Agreement that Cos tomer use only Ricoh-provided supplies. If Customer uses other than manufacturer-recommended supplies, including paper, developer, toner, and fuser oil, and if such supplies are defective or not acceptable for use on the Serviced Products, that do not conform to the manufacturer's specifications, or cause abnormally frequent service calls or service problems, then Ricoh may, at its option, assess a surcharge or terminate the applicable Order with respeetto such Serviced Products. If so terminated, Customer will be offered Service on a"per call" basis at Ricoh's then-prevailing time and material rates. If Ricob determines that Customer has used more Ricoh-provided supplies than the manufacturer's recommended specifications, then Customer will pay reasonable charges for those excess supplies and/or, Ricoh may refuse Customer additional supply shipments_ (b) Customer is required to provide Ricoh actual and accurate meter readings in accordance with the billing schedule set forth on an Order. Ricoh may, at its discretion and dependent upon Serviced Product capabili tics, collect remote meter readings and utilize equipment monitoringservices using automatic meter reading solations ("AMR"). This may allow for automated meter reading and submission, automatic placementof low toner alerts, automatic placement ofservice calls in the eventof a critical Serviced Product failure and (nay enable firmware upgrades. The tnetercount and other information collected by AMR ("Data") is sent via the internet to remote servers some of which may be located outside the U.S. A€ M cannot and does not cotleet Customer document content. Ricob uses reasonably available technology to maintain the security of [lie Data; however, Customer acknowledges that no one can guaranty security of information maintained on computers and on the internet. Ricoh retains full rights to the Data (but not Customer documents or information), which it or its authorized th ird parties nzay use to s ervice the Serviced Products. Ricoh may also use the Data for its no rnial business purposes including product development and marketing research, however, the Data will not be provided to any non-Ricoh third party in a form that personally identifies the Custorncr. Ricoh may dispose of the Data at any time and without notice. AMR technology is the confidential and proprietary information of Ricoh and/or its licensors protected by copyright, trade secret and other laws and treaties. Ricoh retains full title, ownership and all intellectual property rights in and to AMR. (c) if Customer fails to provide actual and accurate meter readings to Ricoh in accordance with the billing schedule set forth on an Order, Ricoh may calculate an estimated meter reading from previous meter readings and Customer agrees to pay Service Charges based on such ca lculated estimate. Appropriate adjustments will be made by Ricoh in a subsequent hiIliageycle followingCuslonterprovidingactual and accurate meter readings. if Ricoh contacts Customer to obtain a meter reading, then Ricoh may assess an achninis trative fee in an amount equal to twenty-five dollars ($25.00) per meter reading collected per billing period for the time and expense associated with meter collection activity in addition to the Service Charges. If Ricoh visits Customer location to obtain a ureter reading, Ricoh may assess a fee according to the hourly service charge rate. Custonrershall notify Ricoh within forty-eight (48) lona of any Serviced Product moves, instatlatiarr/deirrstallation, and/or removal of managed and monitored Serviced Products drat itnpactAMR. 6. Conthectivity and Professional Services. Customer may acquire councctivity, IT and professional services from Ricoh ("Professional Services" ) by executing and delivering to Ricoh an Order setting forth the specific services to be provided. Ricoh shall provide the Professional Services at Customer's location(&) or o» a remote basis as set forth in the Order. Customer shall provide Ricoh with such access to its facilities, networks and systems as may be reasonably necessary for Ricoh to perforin the Professional Services. Customer acknowledges that Ricoh'& peifornhance of the Professional Services is dependent upon Customer's timely and effective performance of its responsibilities as set forth in the Order. Estimated delivery and/or service schedules contained in any Order are non-bitidingestimatcs. Intellectual property rights, if any, arising from the Professional Services provided under any Order shall remain die property of Ricoh. Unless connectivity Services are specifically identified in the Order as part of the Services to beperformed by Ricoh, Ricoh shall have no obligation to perform and no responsibility for the connection of any hardware or sofivare to any Customer network or system. 7. Customer Obligations. Customer agrees to provide aproper place for the use of the Serviced Products, including but not limited to, electric service, as specified by the manufacturer. Customer- will provide adequate facilities (at no charge) for useby Ricoh representatives in connection with the Service of ilio Serviced Products hereunder within a reasonable distance ofthe Serviced Products, Customer agrees to provide such access to its facilities, networks andsysterlks as maybe reasonably necessary for Ricoh to perform its Services, including but not limited to "350 degree" service access to the Serviced Products. Customer will provide a key operator for the Serviced Products and will crake operators available for instruction in use and care of th a Serviced Products. sinless otherwise agreed upon by Ricoh in writing ordesignated in the applicable Order, at] supplies for use with the Serviced Products will be provided by Customerand will be available "ori site" for servicing. Customer agrees that (i) any equipment not serviced by Ricoh wit ich utilizes identical supplies to the Serviced Products must be covered under a separate inclusive non-Ricoh service program; (ii) any Serviced Products under one Ricoh Service Level may not utilize any supplies provided to other Serviced Products with a different Ricoh Service Level (i.e., no sharingof supplies across different Ricoh Service Levels), (iii) all supplies that Rieolt provides as part of the Services are only for use with the Serviced Products and Customer may not resell any supplies; (iv) upon expiration m• termination of the app livable Services or change to a service program that does not include supplies, Customer must promptly return to Ricoh all unused supplies 2 MMSA 11.21 92957v provided as pari of the Services, otherwise Cusfomer will be billed for and will pay for all such unr-elumcd supplies; and (v) if customer is participating in Ricoh's trained customer replaceable units program ("TCRU Progr•ain"), then Customer must follow the return requirements of the TCRU Program and, if Custouter does notretuni any units in accordance with the terms of the TCRU Program, then, in addition to any other amounts owed, Customer will pay for the unreturuedunits.Inaddition,CustomeragreestouseRicoh'sr'ernote,self-service support tools (whichare available athttps:8my.ricuh-usa.c2m orasuccessor site, at no additional charge) to resolve coninion uncomplicated issues quickly and conveniently. IF Customer does not use the available self-service support tools, then Ricoh may charge additional fees at the then-prevailing time and materials rates for performing those tasks on Customer's behalf. 8. Insurance. Each party certifies that it maintains, through self-insurance or otherwise, reasonable amounts of general liability, auto and personal property insurance, and workers' compensation insurance in the amou nt required by law, and that such insurance will remain in effect during the Term of an Order. Such insurance shall be primary and non-contributory. Limits provided may not be construed to Iimil liability. General liability insurance shall include the other party as an additional insured and contain no exclusions for cross liability between insureds. Upon request, each party agrees to deliver the otherparty evidence of such insurance coverage. Failure to maintain adequate insurance does not relieve liability under this Agreement. 9. indemnification. Each party (~Indemnifying Party") shall indemnify, defend and hold harmless the other("Indemnified Party") from all third-party claims incurred by the Indemnified Party arising out ofthc death or bodily injury of any agent, employee, orbusiness inviteseofthe Indemnified Party, or the damage, loss, or destruction of any tangible property of the Indemnified Party to the extent proximately caused by the negligent acts or omissions orwiliful misconduct of the Indemnifying Party, its employees, or agents. Without intending to create any lin itation relating to the survival of any other provisions of this Agreement, Ricoh End Customer agree that the terms of this paragraph shall survive the expiration or earlier termination of this Agreement. Each party shall promptly notify the other in the event of the threat or initiation of any claim, demand, action or proceeding to which the indemnification obligations set forth in this Section may apply. Terrrrs applicable tit Product sale transactions only: 10. Order; Delivery and Acceptance. Each Order for Products must identify the Products, the Product delivery location and €ire applicable Product charges. Ricoh will notbe obligated to sell or deliver Products where such information is not provided in the applicable Order. Customer shall be responsible for all installation, transportation and rigging expenses. Customer agrees to confirm delivery of all Products covered by each Order waren the same is delivered by signing a delivery and acceptance certificate or written delivery acknowledgement. Payment for accepted purchased Products will be due and payable it accordance with this Agreement and shall not be contingent on installation of software or performance of Professional Services. Orders shall not be cancelable by Customer following acceptance by Ricoh. Ricoh reserves the right to make Product deliveries in installments. All such installments shall be separately, invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Customer ❑Fits obligation to accept rein aininginstal hnents and remit payments as invoiced by Ricoh. Ricoh reserves the right at any time to revoke any credit extended to Customer because of Custnmer's failure to pay for any Products when due or For any other credit reason. 1 l . Title: Risk of Loss. Unless otherwise agreed upon by both parties in writing, Products are deemed delivered and title passes to Customer: (i) upon delivery by Ricoh to common carrier; or (ii) in thecase of an arranged delivery by a local Ricoh installation vehicle, upon delivery by such vehicle to Customw shipping point. Upon delivery in either ease, Customer- assumes all risk of theft, loss or damage to the Products, no matter how occasioned, 12. Returns: Danraeed Products. No Products may be r'etur'ned without Ricoh's prior written consent. Only consumable goods invoiced within sixty (60)days will be considered for return. On authorized returns, Customer agrees to pay a restocking charge equivalcotto thirty lomccnt (30%)of the purchase price. Products returned without written authorization from Ricoh may not be accepted by Ricoh and are the sole responsibility of Cttstotner. All nonsaleable merchandise (thathas been opened or partially used) will be deducted franc any credit due to Customer. All claims for damaged Products or delay in delivery shall be deemed waived unless made in writing and delivered to Ricoh within five (5) days after receipt of Products. Terms applicable to all transactions: I3. Warranty. Ricoh agrees to perform its Services: (a) in a good and workmanlike manner; (b) using reasonable care and skill; and (c) according to the description contained in the applicable Order. Ricoh will re-perform any Services not in compliance with this war'ramy and broughtto Ricoh's attention in writing within a reasonable tiuie, but in no event more than thirty (30) days aftersuch Services are performed, which shall bean exclusive remedy for such non- compliance. Customer acknowledges that Ricoh's performance of Services is dependent upon Custorner's timely and effective performance of its responsibilities. For any Products manufactured by Ricoh ("Ricoh Equipment"), Ricoh furtherwarrants that, at the time of delivery and fora period of ninety (90) days thereafter the Ricoh Equipment will be in good working order and will be free from any defects in material and workmanship. Ricoh's obligations under this warranty are limited solely to the repair or replacement (at Ricoh's option) of parts proven to be defective upon inspection. The foregoing warranty shall not apply if (a) the Ricoh Equipmcntis installed, wired, modified, altered, moved or serviced by anyone other than Ricoh, (b) the Ricoh Equipment is installed, stored and utilized andlor maintained in a manner not consistent with Ricoh specifications, (c) adefective or improper non-Ricoh accessary or supply or part is attached to or used in the Ricoh Equipment, or (d) the Ricoh Equipment is relocated to any place where Ricoh services are notavailable. CUSTOMER ACKNOWLEDGES THAT THE LIMITED WARRANTY CONTAINED HEREIN DOES NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE RICOH EQUIPMENT, In connection with any other I'roductsale, Ricoh shall transfer to Customer any Product warranties made by the applicable Product manufacturer, to the extent transferable and without recourse, and Ricoh makes no additional warranty or guaranty with respect to any such third-party Products. Physical or electronic copies of any applicable Product warranty will be delivered by Ricoh to Customer only upon Customer's specific written request All Ricoh and/or third-parry software provided by Ricoh is licensed, not sold, and is subject to the server, seat, quantity andlor other usage restr ictions set forth in each applicable license agreement, license terms, or subscription terms relating to such intangible property or associated services (each such license o f grant of rights to access or use, a "Software License"), whether pursuant to written, el ick--through, shrink-wrap or other agreements for such purpose, with the licensor• of die software ("Licensor") and therestrictions set forth in the applicable Order- Ricoh has no right, title or interest in any third -party software (includingany open-source software) and Ricoh makes no representations and provides no representations or warranties with respect thereto. Custo mer is solely responsible for entering into and complying with Software Licenses with the applicable Licensor and acknowledges that its rights and obligations with respect to such software, as well as those of the Licensor, are solely as set forth in such Software Licenses. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN OR 1N AN ORDER, RICOH MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICES OR PRODUCTS PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR FREEDOM FROM INFRINGEMENT OR THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. NO WARRANTIES ARE CREATED BY ANY COURSE OF DEALING BETWEEN THE PARTIES, COURSE OF PERFORMANCE, TRADE USAGE OR INDUSTRY CUSTOM. INNO EVENT SHALL RICOH BE LIABLE TO CUSTOMER OR ATMPD PARTY POR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF SOFTWARE, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA 3 MMSA 11.21 92957v OR DELAY OF DIELiVERY OF SERVICES UNDER THIS AGREEMENT. RIC014 ASSUMES NO OBLIGATION TO PROVIDE OR INSTALL ANY ANTI-VIRUS OR SIMILAR SOFTWARE, AND THE SCOPE OF SERVICES CONTEMPLATED HEREBY DOES NOT INCLUDE ANY SUCH SERVICES. 14. Limitations. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, REVENUE OR PROFIT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE,'REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE BREACHING PARTY WAS ADVISED OF THE POSSiBiLITY OF SUCH DAMAGES. FXCFPT FOR CUSTOMER'S PAYMENT OBLIGATIONS HEREIN ANIS ANY LIABILITY RESULTING FROM THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9 HEREIN, THE AMOUNT OF ANY DIRECT LIABILITYOF A PARTY TO THE OTHER OR ANY THIRD -PARTY, FOR ONE. OR MORE CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, SHALT, NOT EXCEED, IN THE AGGREGATE, THE AMOUNT PAID TO RICOH FOR THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT DURING 1-14E SLX - MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IFTHE NON - BREACHING PARTY'S REMEDIES UNDERTHIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. 15. Pavment, Tares. Payment terms are net ten (10) days. If invoices are unpaid and overdue, Customer agrees to pay Ricoh a late charge of one and one-half percent (1.5%) per month on any unpaid aniounts or the maximum allowed by law, whichever is less, and in addition shall pay Ricoh all costs and expenses of collection, or in the enforcement of Ricoh's rights hereunder, including, but not limited to, reasonable internal and external legal costs, whether or not suit is brought. Ricoh has no obligation to use Customer's invoicingor billing portals, processes, methodsor invoicing formats specific to Customer billing requirements. All reinedies hereunder or at law are cumulative. Except to the extent of any applicable and validated exemption, Customer agrees to pay any applicable taxes that are levied on or payable as a resultof the use, sale, possession or ownership of the -Products and/or Services covered hereunder, other titan iitcotne taxes of Ricoh. 16. Default. In addition to any ollter rights or remedies which either party may have under this Ap)-eement or at law or equity, either party shall have the right to cancel the applicable Services specified in an Order made pu rsuant to this Agreement immediately: (i) if [lie other party fails to pay any fees or charges or any other payments required under the Order when due and payable, and such failure contlnues for a period of ten (10) days after beingnotified in writing of such failure; or (ii) if the other party fails to perform orobserve any other• material covenant or condition of this Agreement as incorporated into the Order, and such failure or breach shall continue un -remedied fora period of thirty (30) days after such party is notil ied in writing of such failure or breach; or (iii) if (lie other party becomes insolvent, dissolves, or assigns its assets for the benefit of its creditors, or files or has filed against it any hankruptey or reorganizatian proceeding. Failure to permit Ricoh to repair or replace the Serviced Products shall constitute a material breach of this Agreement and excuse Ricoh from any and all future performance hereunder. Except as expressly permitted by this Agreement, no refund or credit will be given for any early termination of this Agreement or any Order. If Customer defaults in its obligations hereunder, Ricoli may, in addition to any other remedies available at law or equity, require Customer to immediately pay to Ricoh all past due payments under all Orders, and the Termination Fee. 17, 'Nott-59licitation; Independent (.'ontractors. Customer agrees that duringtlic Term of any Order and fora period of one([) year after termination or expiration of the last Order to be executed hereunder, it shall not directly or indirectly solicit, hire, Or otherwise retain as an employee or independent contractor any employee of Ricoh that is or was involved with or part of the Services. The relationship of the parties is that of independent contractors. 18. Assignment; Force Majeure. Customer shall neither assign any right or interest arising under this Ag cement nor delegate any obligations hereunder, whether voluntarily or by process of Iaw, without the prior written consent of Ricoh. Any such attempted assignment or delegation shall be void - Ricoh shall not be liable for failure to deliver or delays in delivery of Products or Services occasioned by causes beyond Ricoh's control, including without limitation, natural diisasterg, extremeweather, floods, transportation suspensions ordelays, infrastructure failures, utility outages, demonstrations, pandemics, epidemics, plague, outbreaks of infectious disease, public health crises (including quarantine or other employee restrictions), prohibitions or restrictions on travelling, strikes, Lockout, fires,einbargoes, war or otheroutbreak of hostilities, inability to obtain materials or sbippingspace, receipt ofordcrs in excess of Ricoh's or its supplier's then -scheduled production capacity, machinery bteakdowns, delays of carrier orsuppliers,governnental acts and regulations (including restrictions on meeting or working in groups), unavailability of Services, personnel or materials or other causes beyond Ricoh's control ("Force Majeure Conditions"). if Force Majeure Conditions arisein a mannerthat, as determined in Ricoh's reasonable judgement, modify the conditions ofRicoh's perfomtance of ane or mare Services in a material manner, then Ricoh will use good faith efforts to continue providing the Services; hove ver, in dial event, Ricoh may upon thirty (30) days' advance notice to Customer increase [he Service Charges and other applicable fees by a reasonable amount re laced to the Force Majeure Conditions, 19. Hardware Logs. Under this Agreement, Customer may order certain hardware Products (or Customer may have independently obtained hardware products outside of this Agreement) that create and store logs concerning its operation that may include information about individual end-users, such as emplayees' work email addresses, IPaddresses of assigned workstations, and other personal information, Ricolt, its corporate parer(, and their subsidiaries and affiliates in some cases use device logs to update and upgrade the features of products, authenticate end users, and provide end-user support and other cusdanler service_ Additional information about applicable device logging features, including Custonier's options for configuring those features, appears in the applicable product documentation, copies o f which are available to Customer at n o additional charge for Ricoh Products. Except as Customer otherwise instructs Ricoh in writing, Customer: (a) authorizes Ricoh to instal l and configure the Products ordered under th is Agreement using its default device log settings; and (b) instructs Ricoh to process the personal information included in device logs, if any, subject to: (i) Ricoh's confidentiality and privacy obligations to Customer (if any); (ii) solely to perform under this Agreement and the applicable Order; and (iii) in accordance with applicable law for the purposes stated above and forna other purpose. 20. Electronic 5isnalures, Each party agrees that electronic signatures of the parties an this Agreement and any Order will have the same force and effect as manual signatures. 21. Governing Lpw-. Entit'e Agt'eenient. This Agreement shall be governed by and construed and interpreted in accordancewith the laws of the State of Dcla%varc without regard to its conflict of laws principles. The parties hereto also agree to subm't€ to the non-exclusive jurisdiction of [lie courts of (lie Oornmonwealtlr of Pennsylvania to resolve ally action under this Agreement. The Uniform Computer Information Transactions Act shall not apply to this Agreement. This Agreement constitutes Elie entire agreement between the parties with respectto the s object matter contained in this Agreeinent, supersedes all proposals, oral and written, and all other communications between the parties relating to the Products and Services and may not he amended except in writing and signed by an officer or authorized representative efboth parties. Customer agrees and acknowledges that it Inas not relied on any representation, warranty or provision not explicitly contained in this Agreement, whether in writing, electronically communicated or in oral form. Any and all representations, promises, 4 MMSA 11.21 92957 warranties, arstatemenis by any Ricoh agent, employee or representative, including but not limited to, statements or representations made in sales presentations or sales proposals that differ in anyway from theterms of this Agreement shall be given no force or effect, In the eventof any conflict or inconsistency behveai the terms and conditions set forth in this Agreement and those contained in any Order, the terms and conditions of the Order sIialI control; provided, however, pureltase orders issued to Ricoh forPraducts and/or Services, even if they do not expressly reference or incojporate this Agrcern en1, shall: ( i ) be subject to this Agreement; (i i) serve only to id en IiFy lite Products and/or Services (along with pricing and quantities) ordered; and (iii) not be deemed to alter or otherwise madify the terins and conditions of [Itis Agreement. The delay or failure of either patty to enforce at any tone any of the provisions of this Agreement shall in no way be construed to be a Nvaiver of such provision or a ffect the right of such party thereafter to enforce each and every provision of this Agreement. If any provision of this Agreement is held to be invalid or un enfore"ble, this Agreement shall be construed as though it did not contain the particulay provision held to be invalid or unenforceable. Ricoh may accept any Order under this Agree inentby either its signature or by comtnencing1)ortorinancc (e_g., Pro duct deIivcry, initiating 5ery ices, etc.). Ricoh may accept or reject any order is the exercise of its discretion and may rely upon each order submitted by Customer as a binding coin ntitmenI. No local, general or trade custom or usage or course of prior dealings between the parties shall be relevant to supplementor explain any term used Itereiit. Ricoh shall cotrip Iy with all laws directly applicable to its 1)erfarmance under this Agreement in delivering Products and Services. This Agreenteni may be exCCLited. in one or more countcq>arts which, taken together, shall constitute one and the same original doeument. Any notices required under this Agreentent should be sent to: Ricoh USA, Inc„ 6700 Sugarloaf Parkway, Duluth, GA 30097. CUSTOMER By: Name: Title; Date: MMSA 11.21 92957v RICOH LISA, FNC. By: Name: Title: Date.